Scottish Court of Session Decisions

Subject_1Public Company
Subject_2Winding-up
Subject_3List of Contributories
Subject_4Circumstances not inferring Liability of a Party Assumed as Trustee.
Facts:

By an informal deed of assumption C was assumed as additional trustee by S, the sole

Page: 235↓

accepting trustee and executor under the trust-deed of a deceased party. Part of the estate consisted of City of Glasgow Bank stock. The trust-deed and the deed of assumption were accordingly presented by C to the bank officials for the purpose of registration in their books, but the transfer clerk replied that that could not be done unless the stock certificate were produced. It was not produced, C on inquiry having discovered that the certificate had been pledged for advances which he declined to redeem, and having intimated so to the bank, the deed of assumption was left in the hands of the bank, and a docquet was afterwards added by them to the former entry in the stock ledger, to the effect that C had been “assumed as a trustee.” His name was never put upon the register or published in the list of shareholders. The dividends continued to be issued in the name of S, the executor, but were uplifted by C, not, it was proved, as one of two joint-owners of the shares, but as the mandatory of S, under which title also he signed the receipts. On the liquidation of the bank C's name was put upon the list of contributories by the liquidators as “trustee of C.” In these circumstances the Court held that C's name must be removed from the list, as there was no evidence that he had intended to have himself registered along with S.

Observed ( per Lord Deas and Lord Shand) that, even conceding the deed of appointment to have been irregular, still if it had been registered in the bank's books at C's request he must have remained subject to the responsibilities of a partner.