Re Duomatic LW  2 Ch 365 is a shining beacon of pragmatic common law. The case lights a path through the murky legal landscape of administrative irregularities in company procedures. Members of a company may informally and unanimously agree to override procedures designed to protect minorities. For example, a public company may make written resolutions instead of special resolutions, despite there being no provisions for written resolutions by public companies in the Companies Act 1985.
The effects of Re Duomatic have been refined by Re Barry Artist Ltd  1 WLR 1305, where the court held that it was reluctant to allow a written resolution to replace a special resolution in the preparation for a reduction of share capital. Due to the specific circumstances of this case the court did allow the written resolution to be effective, but expressly stated that the case should not be followed. The reason given for this distinction was that the reduction of a company's capital, unlike the amendment of articles of association for example, is not a matter for the company alone - the court has discretion to confirm or refuse to confirm it (s.136 of Companies Act 1985). Nourse J pointed out, most pleasantly:
Why should the court confirm it if it is done in some other way, however effective it may be? Moreover, if the reduction is confirmed the minute cannot, as is at present proposed in this case, refer to a special resolution which has not been passed. It will have to refer to a written resolution of all the members, which is something which may cause confusion and uncertainty amongst those who are not versed in the niceties of company law.
More recently in this line of legal logic, Re Torvale Group Ltd -  2 BCLC 605 distilled the essence of Re Duomatic to be where the members of specified group (prescribed by statute or articles) require a prescribed procedure for certain courses of action, and those members all agree to the course of action, the prescribed procedure is no longer necessary.
It may be tempting to use the Re Duomatic principle to avoid the administrative burden of holding meetings or obtaining the proper prescribed resolutions. Such deliberate contravention of the rules could damage the reputation of the company, create difficulties for future investors and/or be part of a maladministration claim by officious shareholders. Corporate Blawg UK expects that the courts would not look favourably on deliberate uses of the Re Duomatic principle. However, the principle does exist and has been applied by the court on numerous occasions. Corporate Blawg UK would be interested to hear of any experiences of this principle being used prospectively?