Carlen v Drury 35 ER 61 is a UK partnership law case, which is often cited for a broader principle in UK company law that the court generally does not allow litigation by members where a procedure for redress is set out in the articles of association.

Facts

The Bankside Brewery was a partnership, composed of three hundred people, that began on 21 June 1808 for a term of 99 years. Drury was one of three managers, and the regulations of the partnership contained a provision for managers to be removed on a vote of the annual general meeting on Lady Day

Lady Day

In the western Liturgical year, Lady Day is the traditional name of the Feast of the Annunciation of the Blessed Virgin in some English speaking countries. It is the first of the four traditional English quarter days. The "Lady" was the Virgin Mary. The term derives from Middle English, when some...

, Michaelmas

Michaelmas

Michaelmas, the feast of Saint Michael the Archangel is a day in the Western Christian calendar which occurs on 29 September...

. In the case of alleged misbehaviour, a special general meeting could be called by a committee of twelve partners who audited the accounts. The partnership could be dissolved after two consecutive votes of three quarters of all the partners, with another subsequent confirmation vote in general meeting.

Six of the committee partners alleged that the managers and the other six committee partners were guilty of gross mismanagement, and applied to court directly for an injunction to dissolve the partnership, and appoint a receiver.

Judgment

Sir Samuel Romilly and Lord Eldon held that the court had no jurisdiction to interfere with the partnership. In the first instance, the right of redress for the aggrieved partners was the procedures set out in the regulations of the partnership itself. Lord Eldon's judgment said the following.