Blank 
Transfers. 
32 
~~ SECRETARIAL PRACTICE 
he acquired the shares upon the terms that he should be 
discharged from all calls due prior to his acquisition of the 
shares [Randt Gold Mining Co. v. Wainwright (1901), 1 Ch. 
184]. 
The company is not bound to register a transfer at once, 
but is allowed time for inquiry; if, however, registration is 
improperly refused, the company will be liable in damages 
‘Ottos Kopje Diamond Mines (1893), 1 Ch. 618]. 
The only duty of the transferor of shares is to execute a 
valid transfer and hand it to the transferee; it is for the 
transferee to insist on his right to registration [Skinner v. 
City of London Insurance Corporation (1885), 14 Q.B.D. 882]. 
But the transferor is under an implied obligation, arising from 
the relation of grantor and grantee, not to prevent or delay the 
registration [Hooper v. Herts (1906), 1 Ch. 549]. See also 
5. 65. 
The effect of blank transfers, i.e. transfers in which the 
name of the transferee is omitted, should be noticed. Blank 
transfers are usually given in cases where the transferor is 
desirous of raising money on the shares; and here there is a 
difference in the legal position according as the regulations of 
the company do or do not require a transfer to be made by 
deed. 
1. Where the regulations do not require a transfer by deed. 
A form of transfer signed by a vendor of shares, but with the 
name of the transferee omitted, is equivalent, when delivered 
to a purchaser, to an authority to him to fill in the blank with 
any name he likes [Walker v. Bartlett (1856), 18 C.B. 845], 
and the vendor is entitled to be indemnified by the purchaser 
against all calls thereafter made, Spencer v. Ashworth, 
Partington & Co. (1925), 1 K.B. 589]. And when the name is 
filled in, the transferee is entitled to be registered as holder of 
the shares [Tahiti Cotton Co., ex parte Sargent (1874), 17 
Eq. 273]. 
2. Where the regulations require a transfer by deed. The 
name of the transferee must be inserted before the deed is 
executed [Tayler v. Great Indian Peninsula Railway Co. 
'1859), 4 De G. and J. 559]; otherwise the document is 
inoperative as a deed [Hibblewhite v. McMorine (1840), 6 M. 
& W. 200], and gives the purchaser no right to call upon the 
company to place his name upon the register. The purchaser 
however, has, in consequence of the contract of sale, an 
equitable title to the shares, and he can force the vendor to 
aid him to acquire a legal title by executing a proper transfer 
[Morris v. Cannan (1862), 31 L.]J.Ch. 425].