STAMP DUTIES

363

the latter case that an argument that a security of a kind
that can be described as marketable involves hypothecation
of property as security for the debt for which it is issued is
not tenable. It has also been held that the deposit of an
anregistered debenture sealed in blank without name or
date to secure a temporary loan is an issue of the debenture
[Lyons v. The Tramways Syndicate, Limited (1906), 2 Ch. 216].

Questions have also arisen as to what amounts to an issue
in this country. The principal cases on this subject are the
Chicago Railway Terminal Elevator Company v. The Com-
missioners of Inland Revenue, 75 L.T.R. 572, decided in
1896, and Brown v. The Commussioners of Inland Revenue,
84 L.T.R. 71, decided in 1900; but the decisions in both
cases were upon the special facts and circumstances ap-
plicable thereto, and it is hardly necessary, therefore, to
dwell upon them.

In considering the charge of duty at the lower rate ap-
plicable to securities given in substitution for like securities,
it is necessary to determine whether a reduced rate applies,
and in that case all the circumstances should be taken into
account: e.g. whether the security is exchanged for one given
by a different person and probably secured on different
property [Mount Lyell Mining and Railway Co., Limited, v.
Inland Revenue (1905), 1 K.B. 161]; and obviously deben-
tures issued by a company in exchange for debentures of
another company are not within the lower rate of charge.

Another point with reference to marketable securities
which it is important to bear in mind is that a marketable
security is defined by s. 122 of the Act of 1891 as meaning
‘a security of such a description as to be capable of being sold
in any stock market in the United Kingdom.” This defini-
tion was considered in 1888 in a case arising in Scotland
(Texas Land and Cattle Company v. Inland Revenue, 16,
Rettie 6g], and Lord Shand, in the course of his judgment,
said: ‘It seems to me that the true interpretation of the clause
must be to include, as marketable securities, all securities
of such a description as to be capable according to the use and
practice of stock markets of being there bought or sold.’
This interpretation was adopted in 1895 by the Court of
Appeal in England in the case of Brown, Shipley & Co v.
The Commissioners of Inland Revenue (1895), 2 U EF 598,
and accordingly it is not necessary that there shouid Lc anv
quotation of the security in an official list.

S. 75 of the Companies Act, 1929, enables a company to Debentures
redeem and re-issue debentures of the company under certain redeemed
circumstances; but it is expressly provided that the re-issue jssued.

Definition of
Marketable
Security.