JUDICIAL COMMITTEE OF THE PRIVY COUNCIL. RECORD OF BUSINESS. THURSDAY, November 13. In the Council Chamber.-Montreal Tramways Co. v. Savignac (Quebec). Part heard. In the Board Room.-Thakur Nageshar Bakhsh Singh v. Ganesha (Oudh). Further heard. FRIDAY, November 14. In the Council Chamber.-Montreal Tramways Co. v. Savignac. Further heard. In the Board Room.-Damisetti Ramanaraju v. Damisetti Janakiramanna (Madras). Judgment delivered. Appeal dismissed. Thakur Nageshar Bakhsh Singh v. Ganesha. Concluded. Cur. adv. vult. Girdhar Das v. Collector of Jaunpur (Allahabad). Part heard. MONDAY, November 17. Girdhar Das v. Collector of Jaunpur. Concluded. Cur. adv. vult. Chintamanibhatla Pantulu v. Rani of Wadhwan (Madras). Part heard. TUESDAY, November 18. MONDAY, November 17. Kemp v. Lubbock. Application for leave to appeal from Divisional Court. Granted. Herald Co., Ltd. v. International Advertising Agency. Application of defendant, Henry Michaels, for leave to appeal from judgment of Lord Coleridge J. Refused. W. Higgs & Co. v. Ostroumoff. Appeal from Lush J. Allowed. TUESDAY, November 18. Jevons and Another v. Charles H. Johnstone and Another. Application for judgment or new trial. New trial ordered. Poulson v. John Jarvis & Sons, Ltd. Application for judgment or new trial. Part heard. WEDNESDAY, November 19. Poulson v. John Jarvis & Sons, Ltd. Application for judgment or new trial. Cur. adv. vult. Tomlinson v. Dewhurst. Appeal from Avory J. Dismissed. COURT II. THURSDAY, November 13. Dudley, Clarke & Hall v. Cooper, Ewing & Co., Ltd. and Others Appeal from Bailhache J. Part heard. FRIDAY, November 14. Dudley, Clarke & Hall v. Cooper, Ewing & Co., Ltd., and Others In the Council Chamber.-Montreal Tramways Co. v. Savignac. Dudley, Clarke & Hall v. Cooper, Ewing & Co., Ltd., and Other: Concluded. Cur. adv. vult. Taylor v. Davies (Ontario). Part heard. In the Board Room.-Poosathurai v. Kennappa Chettiar (Madras). Judgment delivered. Appeal dismissed. Haridas Ranchordas v. Mercantile Bank of India, Ltd. Judgment delivered. Appeal dismissed. Chintamanibhatla Pantulu v. Rani of Wadhwan. Concluded. Appeal dismissed. Appeal from Bailhache J. Cur. adv. vult. TUESDAY, November 18. Belgian Grain & Produce Co., Ltd. v. Cox & Co. (France), Lt Appeal from Rowlatt J. Allowed. K. Ettlinger & Co. v. Marbella Iron Ore Co., Ltd. Appeal from Bailhache J. Dismissed. WEDNESDAY, November 19. Seturatnam Aiyer v. Venkatachela Gounden ((Madras). Part Phillips, Gilbert & Co., Ltd., v. Joseph Evans & Co., Ltd. Appe heard. WEDNESDAY, November 19. Trustees for the Improvement of Calcutta v. Ghosh (Bengal). Concluded. Cur. adv. vult. from Lord Coleridge J. Dismissed. Millett v. Van Heck & Co. Appeal from Greer J. Dismissed. JOHNSON, APP.; TAYLOR BROS. & Co., LTD., RESPS. Practice-Service out of the jurisdiction--Action for breach of contract "Contract to be performed within the jurisdiction "—Order x1., r. 1 (e). Appeal from an order of the Court of Appeal affirming an order of Lord Coleridge J. in chambers. The appellant, a Swedish subject domiciled in Sweden, carried on the business of manufacturing and exporting iron it Stockholm. The respondents were an English limited ompany carrying on the business of ironfounders at Leeds ind of railway tyre and axle makers at Manchester. By a contract of May 23, 1908, for the supply by the ppellant to the respondents according to their requirements f Swedish pig-iron during the years 1908 to 1920 inclusive, he appellant agreed to ship the pig-iron from time to time pon the instructions of the respondents from the Baltic or delivery at Manchester or at Leeds via Hull, on the was affirmed by the Court of Appeal (Bankes, Warrington and Scrutton L.JJ.). R. A. Wright K.C. and Jowitt for the appellant. Leslie Scott K.C. and Alexander Neilson K.C. for the respondents. THE HOUSE (Lord Birkenhead L.C., Viscount Haldane, Lord Dunedin, Lord Atkinson and Lord Buckmaster), after consideration, reversed the order of the Court of Appeal, and ordered the service of the writ to be set aside. THE LORD CHANCELLOR said that the policy of the Legislature in forming Order xI., r. 1 (e), was to prohibit service of writs out of the jurisdiction in actions for breach of contract unless, according to the terms of the particular contract, it ought to be performed within the jurisdiction. Here the real complaint of the respondents was the failure to ship the goods. That clearly was not a contract which, according to the terms thereof, ought to be performed within the jurisdiction. It was a mere device to put forward as the substantial complaint the withholding of paper symbols which could have no meaning, and which, indeed, could have no existence, when once the original breach had been committed. It was not permissible in such a case to found proceedings within the jurisdiction upon part of a contract which was ancillary to another part in this sense at least, that the breach of that other part necessarily involved its own destruction. His Lordship founded his conclusion upon the reason and policy of the Order under consideration; and it was not unimportant in this connection to observe that the authority given by the Order was discretionary. Solicitors for appellant: Botterell & Roche. Peckover, Scriven & Co., Leeds. H. B. H. erms that the pig-iron should be at the risk and account of Supreme Court of Judicature. he respondents from the time of its shipment, and should e invoiced to the respondents at 97s. 6d. per ton c.i.f. Leeds nd 93s. 9d. per ton c.i.f. Manchester (subsequently increased o 51. and 98s. 3d. respectively). On the refusal of the ppellant to make any further deliveries under this contract, be respondents applied for leave under Order x1., r. 1 (e), o serve notice of a writ of summons upon the appellant in weden in an action for breach of contract. The application as supported by an affidavit of the respondents' managing irector, who stated that the appellant had, in breach of be said contract, failed and neglected (a) to tender any tipping documents to the respondents for any instalments f pig-iron in the year 1916; (b) to make arrangements for aland carriage; (c) to make any deliveries in Leeds or Lanchester, and leave was obtained and service was effected ccordingly. The appellant applied to set aside the writ nd the service thereof on the ground that the breach on hich the action was founded was not within the jurisdiction. Lord Coleridge J. refused the application, and his order C.A. COURT OF APPEAL. Oct. 27; Nov. 10. DUTTON v. SNEYD BYCARS CO., LTD. (IN LIQUIDATION). Employer and workman-Compensation-Industrial disease -Non-scheduled disease-Agreement to treat as within schedule-Estoppel-Arbitration proceedings-Jurisdiction of county court judge-Workmen's Compensation Act, 1906 (6 Edw. 7, c. 58), s. 1, sub-s. 3; Sched. III. Appeal from Burslem County Court. The applicant was employed as a labourer at the respondents' gas factory. On July 5, 1916, he was affected by gas poisoning, and thereby incapacitated for work. For seven or eight weeks the respondents paid him full wages. Then for several weeks he was paid a weekly sum calculated H. D. Samuels (Branson with him) for the respondents. Cur, adv. vult. Nov. 10. THE COURT (Warrington and Atkin L.JJ. and Eve J.) allowed the appeal. They held that there was no evidence before the county court judge to justify his finding that there was an estoppel, or any agreement in fact. They held, further, that the operation of the Act was confined to a certain class of cases, and that the parties could not by any form of estoppel or agreement so enlarge the operations of the Act as to bring within it other cases or to extend the limited jurisdiction in those cases. Dictum of Fletcher Moulton L.J. in Standing v. Eastwood & Co., Ltd., (1912) 5 B. W. C. C. 268, at p. 271, followed. Solicitor for respondents: Treasury Solicitor. belonging to the respondents, as a seaman for a voyage to Great Britain and back to Calcutta, at the wages of 21 rupees, then equal to 28s., per month. In addition he received from the respondents food and lodging on board the ship, which were estimated to be worth to him 10s. 6d. per week. On June 25, 1918, while at work on board the ship. which was then in a Liverpool dock, he slipped down one of the hatches and received severe injuries-viz., a deep cut on the left side of his head, a fracture of his left collarbone, and a fracture of his left femur. He was taken to the Bootle Borough Hospital, where he remained eleven month as an in-patient, and, though now in a boarding-house and able to move on crutches, he would be permanently injured in such a way as to preclude in all probability the possibility of his working as a seaman again. The respondents ad mitted their liability under s. 34 of the Merchant Shipping Act, 1906, to pay the applicant wages, costs of maintenance and medical expenses while in hospital, and maintenance in his present boarding-house while awaiting conveyance t Calcutta, and the costs of his repatriation to Calcutta. I May, 1919, applicant visited the respondents' office on tw or three occasions, and the respondents discussed the ques tion of the applicant's claim for compensation. On May 29 1919, an offer of 60l. was made by the respondents in settle ment of all claims against the ship City of Edinburgh which amount the applicant accepted and signed a receip for by placing his mark. The amount being large for Lascar to have in his custody, 551. was handed back b applicant to the respondents to give to the captain of th ship by which the applicant was to be conveyed back t Calcutta, and to be given to him there, together wit his wages to which he would then be entitled under th Merchant Shipping Act, 1906, on his discharge from h ship. In June, 1919, the applicant commenced arbitratio proceedings in the Liverpool County Court, claiming 11. 5 during total incapacity for work. At the hearing befo the county court judge counsel for the respondents consent abandoned the question of any agreement of settl ment having been arrived at, and submitted that no que tion had arisen for decision, as there was a liability on th respondents to pay full wages until the applicant w returned to Calcutta, to which port the respondents we bound to carry him at their own expense; that until i Solicitors for applicant: M. A. Orgill, for Alcock & reached Calcutta the respondents were liable to maint Abberley, Burslem. nance and medical expenses; and that there could be 1 question of compensation, having regard to s. 7, sub-s. 1 ( of the Workmen's Compensation Act, 1906, and an awar if made, would be a prospective award and bad; that up launching the proceedings, the only dispute was wheth 601. had been accepted by the applicant in full settlemer and that that question having been abandoned, there w no question for arbitration left. The county court judge held that a dispute h arisen, and that the withdrawal during the course the hearing of the question whether an amount h been accepted by the applicant in full full settleme did not leave this court without jurisdiction; that t Court had no power to make an award fixing the amou of the compensation, as no sum in respect of that presently payable to the applicant, and that would o arise after the applicant's return to Calcutta and the payment of his wages as a seaman under the articles had eased; and that, therefore, the proper course was to declare that the respondents were liable to pay compensation for the accident as one arising out of and in the course the applicant's employment, with liberty to apply afterwards with regard to the amount of the compensation if became payable. The respondents appealed. A. T. Miller K.C. and S. L. Porter for the respondents. Lias for the applicant. The business of the plaintiffs' firm was in direct competition with the business of the company within the meaning of Art. 40. The Vice-Chancellor held that the power conferred by s. 13 of the Companies (Consolidation) Act, 1908, upon a company to alter its articles was qualified by this, that the enforcement of a proposed alteration upon a minority of the shareholders must be within the ordinary principles of justice and must be for the benefit of the company as a whole; and, applying that test, he held that the proposed new article was invalid, inasmuch as it would enable the directors, who, in this case, held the majority of the shares, compulsorily to THE COURT (Warrington and Atkin L.JJ. and Eve J.) expropriate a competing shareholder. smissed the appeal. They held that a question or arbitration had arisen and that as the applicant was ot in a position at the moment to receive the weekly paybents under the Workmen's Compensation Act, 1906, or he county court judge to assess their amount, the county ourt judge exercised his discretion rightly in making a laratory order of liability. The company appealed. Luxmoore K.C. and G. B. Hurst for the appellants. Jenkins K.C. and Radford for the respondents. THE COURT (Lord Sterndale, M.R., Warrington L.J. and Eve J.) allowed the appeal. A company had power, under s. 13 of the Act of 1908, to introduce into its altered articles Solicitors for respondents: Hill, Dickinson & Co., anything that might have been in its original articles, Terpool. subject to the limitation that, in order to be valid as against Solicitor for applicant: A. Sugden, for R. Barrow existing shareholders, the alteration must be made bonâ fide ree, Liverpool. · A. W. I. C. for the benefit of the company: Allen v. Gold Reefs of West Africa, Ltd., [1900] 1 Ch. 656. It was held in Phillips v. The Manufacturers' Securities, Ltd. (1917) 116 L. T. 290, that a power to expel a shareholder by buying him out was valid in the case of original articles, and it could therefore Nov. 7. be put into altered articles if it were done bonâ fide for the SIDEBOTTOM v. KERSHAW, LEESE & Co., LTD. benefit of the company as a whole. In the circumstances of pany-Private company-Articles-Alteration-Power the present case the Court held that Art. 40 was introduced bonâ fide for the benefit of the company, and was therefore valid. In Brown v. British Abrasive Wheel Co., [1919] 1 Ch. 290, which was relied upon by the respondents, Astbury J. found as a fact that the majority of the shareholders, who introduced a power into the articles to buy out the shares of the minority, were not acting for the benefit of the company, but entirely in their own interests. That case therefore was no authority here. to expropriate shareholders competing with the company's usiness-Benefit of company as a whole-Validity-Comnies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 13. Appeal from a decision of the Vice-Chancellor of the inty Palatine of Lancaster. ue question was whether a resolution passed by the erdant company to alter its articles, by providing (inter =) that the directors should have power to require shareders who carried on business in direct competition with company to transfer their shares at their fair value to minees of the directors, was valid. Kershaw, Leese & Co., Ltd., was a private company. The l number of shares issued by the company was 7,620, of ch the directors held 4,396 and the plaintiffs 711. At raordinary meetings held on June 6 and 24, 1919, a special lution to alter the articles of the company was passed E confirmed. At each of the meetings the resolution was ried by a large majority, the plaintiffs voting against it. plaintiffs claimed that the resolution was invalid. Of new articles, Article 38 provided that no member should sfer his shares without first offering them to the tors at a price to be certified by the auditors. Article 40, ne complained of, provided that, where shares were held person who carried on any business in competition with company, the directors might require him forthwith to afer his shares upon payment of their fair value, to be rtained as stated in Art. 38, to nominees of the directors. the subject of prize proceedings in Portugal and had been requisitioned by the Portuguese Government, which handed her over to an office at Lisbon to be used for ordinary trading purposes on behalf of the Government. On September 13, 1919, while on a voyage from Lisbon to Liverpool with a cargo of coal shipped by and consigned to the order of the Portuguese Import and Export Co., Ltd., the Porto Alexandre got into difficulties in the Mersey, and assistance was rendered to her by three tugs, whose owners, masters and crews issued writs in rem claiming salvage, and the vessel was arrested. An appearance was entered under protest on behalf of the ship and freight, and an application was made to Hill J. to set the writ aside. The application was supported by a letter from the Portuguese Chargé d'Affaires stating that the Porto Alexandre was a public vessel belonging to the Portuguese Government. It was contended on behalf of the plaintiffs that this was not sufficient and that in order to enjoy immunity from arrest she must be a public vessel used for public purposes and not engaged in purely trading operations. Hill J. came with reluctance to the view that the writ must be set aside. The plaintiffs appealed. Dunlop K.C. and J. B. Aspinall for the appellants. Stephens K.C. and A. W. Grant for the respondents. THE COURT (Bankes, Warrington and Scrutton L.JJ.) dismissed the appeal. BANKES L.J. said the question was whether it was possible to distinguish the present case from The Parlement Belge, (1880) 5 P.D. 197. The question was one of great importance, for it might well be that in modern times there was a tendency on the part of Governments to use vessels for trading purposes, whereas formerly they only were concerned with vessels of war, but in his Lordship's opinion the facts in The Parlement Belge covered the present case. The Court was bound by that decision, and the appeal must be dismissed with costs. Company-Bonus shares-Letter of renunciation in favo of nominee" Transfer " of shares-Power of managersi refuse to register nominee-Rectification of register. This was a motion for the rectification of the register members of the defendant company in the following circu stances. The applicants were shareholders of the compan and all but one of them had renounced their right to : allotment of new shares in the company, and had request the company to allot the shares to the remaining applica Mr. Coulson. The new shares were being allotted pursua to special resolutions for increasing the capital of the co pany (500,000l.) by capitalising 125,000l., part of the rese fund, and distributing among the registered shareholde or their respective nominees, 125,000 shares of 11. each the rate of one share for every four shares already issu To the notice sent to each shareholder, notifying number of new shares to which he was entitled, was pended a letter of renunciation enabling him to renou his right, and to request the company to allot the shares his nominee. When Mr. Coulson presented his own letter acceptance and the other letters of renunciation in his fav and applied to the company for the allotment of the sha to him, the managers refused to treat him as the person whom the shares should be issued, on the ground t art. 32 empowered them in their absolute discretion, without assigning any reason therefor, to refuse to regi any transfer of shares of which they did not approve. applicants thereupon moved for rectification of the regi WARRINGTON and SCRUTTON L.JJ. delivered judgments to by inserting therein Mr. Coulson's name as the holde the same effect. Solicitors for appellants: Thomas Cooper & Co. for Hill, Dickinson & Co., Liverpool. mate 311 shares of 11. each in the company, in addition t The other shares already held by him. articles of the company provided as follows:-Art. That the shares should be under the control Solicitors for respondents: Weightman, Pedder & Co., the managers, who might allot or otherwise dis Liverpool. E. C. T. thereof to such persons on such terms and conditions at such times as the managers thought fit. Art. 30: the instrument of transfer should be signed both by transferor and transferee, and that the transferor sh be deemed to remain holder of such share until the of the transferee was entered in the register in re thereof. Art. 46: That in default of determination by company in general meeting as to the offer and allot of new shares, new shares might be dealt with as if formed part of the shares in the original capital. Art That, except so far as otherwise provided by the cond: of issue or by those presents, any capital raised by creation of new shares should be considered part o original capital, and should be subject to the provi therein contained with reference to the payment of |