Director resignation by oral consent can end office despite written notice clause, if the company accepts the resignation.

A director's office under the company's articles may require written notice of resignation, but the contractual relationship can still end by mutual agreement in another form. Where directors verbally tender resignations at a general meeting and the company accepts them by resolution, that oral acceptance can operate as consensual termination notwithstanding a written-notice clause. On that basis, the directors were treated as having ceased to hold office once the resignations were accepted, and they could be restrained from acting as directors thereafter.

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Issues: Whether directors could vacate office and be restrained from acting as directors where they verbally tendered their resignations in a general meeting and the company accepted those resignations by resolution, notwithstanding an article requiring written notice of resignation.

Analysis: The office of director was governed by the company's articles, which required written notice for resignation. However, the governing contractual relationship could still be brought to an end by mutual agreement in a different manner. The verbal resignations and the company's acceptance by resolution constituted such mutual termination, and the written-notice requirement did not prevent the parties from ending the relationship orally by consent.

Conclusion: The directors had ceased to hold office upon their verbal resignation and its acceptance by the company, and an injunction was warranted restraining them from acting as directors.

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