Agreement Between Directors - Implied Terms And Conflict

Facts:

Dear, Griffith (together D) and Jackson had co-founded a company (P) which had a wholly-owned subsidiary (T). J and D entered into an agreement which provided, at clause 5, that P would use its voting rights to nominate and appoint J as a director of T and procure his re-appointment at every AGM thereafter until one of five termination events occurred. Clause 7 provided that the parties would take such action as reasonably required to give effect to the agreement.

T's articles of association gave the voting shareholders the sole power of appointment of directors but article 88 also gave the directors power to remove a fellow director by written notice given by all the other directors.