Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

Usage license:: Get license information via the feedback formular.

Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter IX. Other matters relating to shares

Collection:: Economics Books

SECRETARIAL PRACTICE A power of forfeiture must not be exercised in the interests of a shareholder to enable him to escape liability, but in the interests of the company [Spackman v. Evans (1868), L.R. 3 H.L. 171]. Notwithstanding forfeiture a shareholder is liable to pay all calls owing at the time of the forfeiture, with interest, if the regulations so provide [Stocken’s Case (1868), 3 Ch. App. 412]. And where shares have been forfeited for non-payment of calls and re-sold, then (though Table A of 1862, cl. 22, applies) fresh calls may be made on the purchaser for the unpaid amount [New Balkis Eersteling v. Randt Gold Mining Co. 1904), A.C. 165]. But he is entitled, in the absence of agreement to the contrary, to be credited with sums paid by the original holder since forfeiture [re Randt Gold Mining Co. (1904), 2 Ch. 468]. It has been held that where by the articles of association a member is not entitled to vote when calls are due from him, and is liable to pay the calls even after forfeiture, the purchaser of shares forfeited for non-payment of calls is not entitled to vote so long as the calls are unpaid by the original holder [Randt Gold Mining Co. v. Wainwright (1901), T Ch. 184]. The articles generally contain a power for the directors to annul a forfeiture. But such a power cannot be exercised adversely to the former shareholder, so as to make him liable for calls made subsequently [re Exchange Trust, Larkworthy’s Case (1903), 1 Ch. 711]. A Form of Resolution of the board to forfeit shares will be found in Chapter XIV. A bond fide forfeiture made in accordance with the regu- lations of the company will not be disturbed by the Courts (Sparks. v. Liverpool Waterworks Co. (1807), 13 Ves. 428]. A shareholder may bring an action to set the forfeiture aside if he desires to test its validity [Sweney v. Swath (1869), 7 Eq. 324]. A slight irregularity, e.g. claiming interest from date of call instead of date of payment, is sufficient for the Court to annul a forfeiture [Johnson v. Lyttle’s Iron Agency (1877), 5 Ch. D. 687]. Forfeiture will be restrained pending the trial of an action for rescission upon proper terms. In Jones v. Pacaya Rubber Co. (1911), 1 K.B. 455 and Lamb v. Sambas Rubber Co. (1908), 1 Ch. 845, the injunction was granted subject to payment into Court of the amount due on the shares. In these cases, however, the shareholder con- sented to make such payment and in the former case, Buckley L]J., expressly reserved the question whether if he had been unwilling to do so, the injunction would have been refused. In Radium Springs v. How [(1929), not yet reported], the

Access restriction

Copyright

fullscreen: Secretarial practice

Monograph

Chapter

Table of contents

Download

Monograph

Chapter

This page

Image fragment

Citation links

Citation recommendation