Where a statute or a company's articles provide that an action can be taken only with the consent of a certain group, which consent is to be given in accordance with a prescribed procedure, then, provided that all the members of that group agree to that action, the prescribed procedure is not normally treated as being of the essence. Re Torvale Group Limited (judgment given 30 July 1999).
Facts
A company, Torvale, granted a debenture to its bankers, Barclays Bank PLC ("the Bank") in 1978. 3i plc held preferred ordinary shares in Torvale. The trustees of the company pension scheme lent £200,000 to Torvale in 1992, secured by two further debentures ("the Scheme Debentures"). Captain Hazelhurst, a director and major shareholder in Torvale, lent approximately £200,000, subsequently increased to approximately £300,000, to Torvale at around the same time, secured by another debenture ("the Hazelhurst Debenture"). The debenture in favour of the Bank had priority over the Scheme
