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].