Exceptions to the rule in Foss v Harbottle:
According to Professor Wedderburn, the so-called exceptions are essentially no exceptions at all. They appear to be circumstances in that such there is no chance of confirmation by the majority and to which the rule is, therefore, inapplicable.
However, the exceptions were summarised by Jenkins, L.J. in Edwards v Halliwell (100) as follows-
1. Ultra vires and illegality
"Where the act complained of is wholly ultra vires the company or association the rule has no application because there is no question of the transaction being confirmed by whichever majority," (per Jenkins, L.J.)
2. Special majorities
The rule in Foss v Harbottle does not prevent an individual member from suing if the matter in respect of which he was suing was one which could be done or sanctioned, not through a simple majority of the members of the company or association (i.e. an ordinary resolution), but only by some special majority (i.e. a special resolution) which has not been obtained.