NOTICE TO SOLICITORS. With the view of insuring the greatest possible accuracy and rapidity in the various publications connected with the LAW REPORTS the Council will be obliged if the Solicitors to whom application is made by any reporter acting for the Council will as soon as possible after application furnish the necessary papers, together with any information in their power as to the names of the various Solicitors engaged in the case. At the same time, the Council thankfully acknowledge the assistance they have already received from so many members of the Amalgamated Properties of Rhodesia (1913), Ltd., and Others v.Globe and Phonix Gold Mining Company, Ltd. In part heard and adjourned. FRIDAY, February 28. Amalgamated Properties of Rhodesia (1913), Ltd., and Others v. Globe and Phoenix Gold Mining Company, Ltd. Further heard and adjourned. MONDAY, March 3. Amalgamated Properties of Rhodesia (1913), Ltd., and Others v. Globe and Phoenix Gold Mining Company, Ltd. Further heard and adjourned. TUESDAY, March 4. Amalgamated Properties of Rhodesia (1913), Ltd., and Others v. Globe and Phoenix Gold Mining Company, Ltd. Further heard and adjourned. JUDICIAL COMMITTEE OF THE PRIVY COUNCIL. RECORD OF BUSINESS. THURSDAY, February 27. Evilway-Article above ten pounds in value-GlassDamage-Defence of Carriers Act-Special contractEcidence-Value of article not declared-Article to be insured-Estoppel-Carriers Act, 1830 (11 Geo. & 1 Wm. 4, c. 68), ss. 1, 2, 6 COMPANY. Articles of Association Alteration Power enabling majority to expropriate minority on paying proper compensation-Benefit of company as a whole-Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 13 Voluntary winding up-Leasehold premises-Occupation by liquidators for purposes of liquidation-Breach of repairing covenant-Right of reversioner to be paid in full-Companies (Consolidation) Act, 1908 (8 Edw. 7, e. 69), ss. 171, 187, 196, 211 No. 10-1919. MONDAY, March 3. Melbourne Tramway and Omnibus Co., Ltd. v. The Tramway Board. Concluded. Cur. adv. vult. Besant v. Advocate-General of Madras (Madras). Further heard and adjourned. COURT II. MONDAY, March 3. Perforated Music Co., Ltd. v. Sun Insurance Office. Appea from McCardie J. Dismissed. Perforated Music Co., Ltd. v. North British and Mercantil Insurance Co. Appeal from McCardie J. Dismissed. Judgments delivered: The Rijn (Prize Court, England), [1917] Film Laboratories, Ltd. v. Union Jack Photo Plays, Ltd P. 145. Dismissed. The Prins der Nederlanden (Prize Court, England). Dismissed. TUESDAY, March 4. Besant v. Advocate-General of Madras. Concluded. Cur. adv. vult. Petitions for special leave to appeal: Rani Sangamuthu Nachiar v. Ramabakta Thalavar (Madras). Dismissed. Manibai v. Bachubai (Bombay). Allowed. Appeal from Lord Coleridge J. Part heard. Film Laboratories, Ltd. v. Union Jack Photo Plays, Ltd T. A. Ruff & Co., Ltd. v. Pauwels. Appeal from Divisional Court Part heard. WEDNESDAY, March 5. T. A. Ruff & Co., Ltd. v. Pauwels. Appeal from Divisional Court Cur. adv. vult. County Hotel and Wine Co., Ltd. v. London & North-Wester Railway Co., [1918] 2 K. B. 251. Appeal from McCardie J Part heard. Branson, and Joy (for Harold Murphy serving with H.M. her former bequests to her husband, and bequeathing to Forces) for the Crown. him the sum of 21. a week. She died on December 19, 1916. Her husband disputed the validity of the codicil, and a probate action was brought by the executors, in which terms of settlement were made between all parties interested under which, subject to the residuary bequest contained in her will passing the fund of 10,000l. over which she had power of appointment under the will of W. J. Jarrett, it was agreed that out of such fund the sum of 1,000l. should be paid to her husband in addition to the annuity of 21. a week, and by an order dated July 1, 1918, Horridge J. pronounced for the said will and codicil accordingly. This was an originating summons taken out by the trustees of the will of the testatrix to determine the question whether her will and codicil passed, with her residuary estate, the said sum of 10,000l. E. Beaumont for the plaintiffs. P. F. S. Stokes for the testatrix's next-of-kin entitled in default of appointment. A. Grant K.C. and P. B. Lambert (for J. Beaumont) and A. E. Woodgate for residuary legatees under the will of the testatrix. G. M. Hildyard for Josephus Vrenegroor. F. E. Farrer for the trustees of W. J. Jarrett's will. SARGANT J. said that it was contended that, the appointment in favour of the testatrix's husband having failed by the revocation contained in her codicil, there was a contrary Porer of appointment-General power-Exercise by will-intention" within the meaning of s. 27 of the Wills Act so Subsequent revocation by codicil-Residuary bequest Contrary intention-Wills Act, 1837 (1 Vict. c. 26), s. 27. W. J. Jarrett, who died in 1906, by his will dated July 26, 1904, gave his residuary estate to trustees upon trust to sell and convert the same, and out of the moneys to come to their hands to set apart and invest a sum of 10,000l., upon trust to pay the income thereof to Jessie Marian Green during her life, and after her death to hold the same upon such trusts as she, whether married or sole, should by will or odicil appoint, and in default of such appointment, or so far as any such appointment if incomplete should not extend, in trust for the persons who would at her death be her statutory next-of-kin in case she were to die intestate, domiciled in England a widow. Jessie Marian Green intermarried with Josephus Vrenegroor, and by her will dated January 26, 1916, after reciting the power of appointment conferred on her by the will of W. J. Jarrett, in exercise of that power, appointed that the trustees of his said will should upon her decease hold the said sum upon trust to convey the same to her said husband Josephus Vrenegroor for his own use and benefit bsolutely, and, as to the residue of her personal estate and effects whatsoever and wheresoever not thereby otherwise disposed of, the testatrix bequeathed the same to her trustees upon trusts for sale and conversion, and as to prevent the residuary bequest contained in the will from operating as an execution of the wife's general testamentary power. It was not disputed that, if the appointment had failed by reason of the death of the appointee in the testatrix's lifetime and not by revocation, the residuary bequest would have operated as an execution of the power, and in his Lordship's opinion there was no ground for inferring a contrary intention within the meaning of s. 27 in the case where the appointinent failed through a subsequent revocation, any more than in the case where it failed through the death of the appointee. He held, therefore, that the residuary bequest operated as an execution of the power, and that the fund in question passed with the residuary estate of the testatrix to the four residuary legatees under her will. divide the same into four equal parts upon trusts in favour of four persons therein named. On November 16, 1916, the testatrix made a codicil revoking Solicitors: Church, Rendell, Bird & Co., for Bird & Astbury J. covenants. In the absence of any direct decision, he was Feb. 18, 25. of opinion that the case was clearly governed by the principles stated in In re Oak Pits Colliery Co. (1882) 21 Ch. D. 322, 339; In re Lundy Granite Co., (1871) L. R. 6 Ch. 462, 466; In re Silkstone and Dodworth Coal and Iron Co., (1881) 17 Ch. D. 158, 160; In re Brown Bagley and Dixon, (1881) 18 Ch. D. 649, 652; In re National Arms and Ammunition Co., (1885) 28 Ch. D. 474, 478, and Hand v. Blow, [1901] 2 Ch. 721, 736; and that the reversioners therefore were entitled to be paid the sum in question in full, and not merely to prove for it in the liquidation. In re LEVI & Co., LIMITED. Company-Voluntary winding up-Leasehold premisesOccupation by liquidators for purposes of liquidationBreach of repairing covenant-Right of reversioner to be paid in full---Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), ss. 171, 187, 196, 211. The company was the assignee of a lease dated June 15, 1896, of certain premises in the City of London for a term of 21 years from June 24, 1896, at an annual rent of 6001. (which had since been increased), and subject to usual repairing covenants, including a covenant to deliver up the premises in good repair at the end of the term, with a proviso for re-entry on breach of covenants. In May, 1906, the company went into voluntary liquidation, and the liquidators elected to continue their possession under the lease, and remained in possession until the lease expired in 1917, paying the rent reserved by the lease in full, and themselves receiving a large profit rental from their underlessees. On the termination of the lease it was admitted that an expenditure of some 400l. to 500l. was required in order to comply with the lessees' covenants contained in the lease, and the present summons was taken out by the liquidators to determine as a question of principle whether the reversioners were entitled to be paid this sum in full or whether they were only entitled to prove for it in the liquidation. F. K. Archer for the liquidators. Bryan Farrer for the reversioners. Company — Articles of Association — Alteration — Power enabling majority to expropriate minority on paying proper compensation-Benefit of company as a whole-Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 13. The defendant company was incorporated as a private company in 1909, and became a public company in 1911. The present capital was 50,000l. in 17. ordinary shares, all issued and fully paid. The articles, which adopted Table A with modifications, contained restrictions on transfer, and pro ASTBURY J., after referring to the Companies (Consolida-vided that no share should be transferred to a non-member tion) Act, 1908, ss. 171, 186, 196 and 211, said that as regards rent the law was well settled that, if the liquidator retained possession of leasehold premises for the purposes of the liquidation, the reversioner was entitled to payment of the rent in full. He was told that there was no direct decision on the point now raised, though it must have been of very frequent occurrence, but in principle he could find no distinction between the right of the reversioner to be paid in full the rent reserved by the lease and his right to be paid in full the amount properly assessable in respect of any breach of the repairing covenants contained in the lease during the period of possession by the liquidators. It was suggested that in the present case the reversioners should from time to time have sought to re-enter for breach of covenant as it occurred, and then have made their own terms with the liquidators; and that, as they had not done so, they were now only entitled to prove in the liquidation for the amount; but as to the covenant to deliver up the premises in good repair at the termination of the lease at any rate the reversioners were obviously forced to wait till the end of the tenancy. The liquidators knew the terms and conditions of the lease under which they elected to remain in possession of the premises, and in his Lordship's opinion it would be inequitable to allow them to enjoy the benefit of the lease without discharging in full the liabilities under the so long as any member was willing to purchase at the "fair value," being eight years' purchase of the average dividend for the last three preceding years. The company was not successful, and was practically at the end of its resources at the beginning of 1918. Two shareholders, S. and A., however, held a high opinion of its secret processes and determined to make it a success. In March, 1918, they accordingly offered to buy up the shares of the existing members at par, and, this offer being widely accepted, they now held 49,119 out of the 50,000 shares. The three directors held 100 shares each and the remainder belonged to five small holders, including the plaintiff, who held 50. The position of the company had already improved, and developments requiring further capital were anticipated. S. and A. were willing to find this capital if they were given power to buy up the remainder of the shares. The alternative would be a winding-up. The directors were of opinion that the proposed power would be for the benefit of the company as a whole. On January 10, 1919, the directors gave notice of extraordinary meetings to add an article requiring any shareholder, upon the request of the holders of nine-tenths of the shares, to sell and transfer his shares ex. div. to the nominees of such holders in consideration of the payment of the "fair value" under the articles or the par value, whichever was the greater. On January 14, 1919, the plaintiff, on behalf of himself and all KING'S BENCH DIVISION. other shareholders other than the directors, issued a writ and notice of motion to restrain the company and directors from convening or holding meetings to add and from adding the proposed article. The plaintiff did not challenge the bona fides of the directors or the majority, but submitted K. B. D. that it was contrary to natural justice and not in the interests of the company as a whole to add an article enabling the majority to expropriate the minority. This was prima facie Carrier-Railway-Article above ten pounds in value-Glass oppressive and contrary to natural justice. The defendants contended that, as the proposed power would greatly facilitate the introduction of further capital, it was for the benefit of the company as a whole, and within the powers of alteration of articles under s. 13 of the Companies (Consolidation) Act, 1908, but to avoid any possibility of any shares being acquired at an undervalue they offered to have the value ascertained by arbitration or in any way the Court thought fit. Feb. 21, 28. DOEY V. LONDON & NORTH-WESTERN RAILWAY CO. -Damage-Defence of Carriers Act-Special contract -Evidence-Value of article not declared-Article to be insured-Estoppel-Carriers Act, 1830 (11 Geo. 4 & 1 Wm. 4, c. 68), ss. 1, 2, 6. Appeal from Bloomsbury County Court. The plaintiff, Doey, who carried on business in London, sold to a customer in Glasgow a silver-plated table lamp with a cut glass and engraved bowl. The plaintiff packed the Micklem K.C. and Dighton Pollock for the plaintiff. silver-plated portion of the lamp and the glass bowl in separate parcels, each of which he addressed to the customer Upjohn K.C. and Henry Johnston for the defendants. and labelled 66 Glass, with care" and "Insured." On July 3, 1918, the plaintiff took the two parcels to a receiving ASTBURY J. said that the wide language of s. 13 must office of the defendants, the London & North-Western Railobviously be read with some qualification, and instances way Co., in London. As regards articles exceeding 107. in outside the range of validity were to be found in Buckley on value, to which the Carriers Act, 1830, applied, the defendCompanies, 9th ed., pp. 23-25. The power must be exercised ants had affixed in that office a notice under s. 2 of that Act. subject to those general principles of law and equity ap- The notice was headed " Insurance," and it described the plicable to all powers enabling majorities to bind minorities, increased rates of charge for such articles as (( rates for the and its exercise must be bona fide for the benefit of the insurance" and "insurance charges.' As regards articles company as a whole: Allen v. Gold Reefs of West Africa, of less value than 101. the defendants had two separate rates Ltd., [1900] 1 Ch. 656, 671. It was difficult to see how it of charge, a lower or "owner's risk" rate, and a higher or could be just and equitable that a majority, on failing to "company's risk" rate. The plaintiff handed the two parcels purchase the shares of a minority by agreement, should take to the clerk at the office, stating that they were for Glasgow, power to do so compulsorily. It was said to be for the and that he wished them to be insured. He did not, however, benefit of the company as a whole, because in default of declare under s. 1 of the Act the value and nature of the further capital the company might have to go into liquida- property contained in the parcels. The clerk, having tion. But the proposed alteration did not insure the pro- weighed each parcel separately, stated that the total charge vision of further capital, and was for the benefit of no one was 5s. 5d., and the plaintiff paid that amount. On the but the majority. In Borland's Trustee v. Steel Brothers & arrival of the parcels at Glasgow it was found that the glass fo., Ltd., [1901] 1 Ch. 279, a somewhat similar article was bowl had been broken in transit. The plaintiff brought the held free from objection on the ground of repugnancy, per-present action against the defendants in the county court, petuity or fraud on the bankruptcy law, but no case of claiming 107. 10s. in respect of the damage. The defendants oppression of the minority by the majority was set up, alleged in defence that ss. 1 and 2 of the Act of 1830 had not Borland having been a party to passing the article. The been complied with. The plaintiff gave evidence, the effect article was not one that the majority were entitled to enforce of which is stated above, as to what took place at the receivon the minority, and the injunction must go accordingly. ing office. He further stated that nothing was said about the Solicitors for plaintiff: Andrew, Wood, Purves & Sutton, different "owner's risk" and "company's risk” rates, and for R. A. Rotherham & Co., Coventry. that he did not know that the charge of 5s. 5d. was the "company's risk" rate for glass applicable to these parcels, or how that sum had been calculated. The clerk from the receiving office said that the charge of 5s. 5d. was made up of 3s. 6d. for the heavier parcel and 1s. 11d. for the lighter, and that these were the proper charges for parcels of the particular weights at " company's risk" rates on glass under the value of 107. Solicitors for defendants: Surr & Co., for Docker, Hosgood & Co., Birmingham. G. R. A. The county court judge found that as regards the parcels in question there was a special contract under 8. 6 of the Act of 1830, by virtue of which the defendants were excluded from the protection given by ss. 1 and 2 of the Act, and he gave judgment for the plaintiff, with leave to appeal. The defendants appealed. |