An implied role

Construction and interpretation of contractual terms is by no means settled law. Recent cases before the Privy Council and Court of Appeal have resurrected such arguments by focusing on the role that implied terms have to play.

AG of Belize and others v Belize Telecom and another [2009] UKPC 11 (18 March 2009) concerned the Articles of Association of Belize Telecommunications Ltd and the rules within the Articles about the appointment of the board of directors. Under the Articles, the only person with the power to appoint or remove certain Government Appointed Directors was the holder of a special share along with 37.5% of the issued share capital. Belize Telecom held the special share and C shares exceeding 37.5% of the issued share capital and appointed two Government Appointed Directors. Subsequently, Belize Telecom lost a substantial amount of the C shares leaving it with less than 37.5% of the issued share capital. As soon as Belize Telecom’s shareholding fell below 37.5% of the issued share capital