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Scottish Court of Session Decisions
You are here: BAILII >> Databases >> Scottish Court of Session Decisions >> Scottish Employers Liability and Accident Assurance Co., Ltd, Petitioners [1896] ScotLR 33_731_1 (11 July 1896)
URL: http://www.bailii.org/scot/cases/ScotCS/1896/33SLR0731_1.html
Cite as: [1896] SLR 33_731_1, [1896] ScotLR 33_731_1
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SCOTTISH_SLR_Court_of_Session
Page: 731↓
Court of Session Inner House First Division.
Facts:
A company carrying on the business of employers liability and accident insurance presented a petition for confirmation of a resolution to alter its memorandum of association so as to enable it to undertake sickness and guarantee insurance business. The advertisement of the petition ordered by the court contained no indication of the nature of the petition, nor had intimation been made to the policyholders. Held (1) that the name of the company must be altered so as to give expression to the new branches of business proposed to be undertaken; and (2) that intimation of the alteration proposed in the petition must be made by advertisement.
Subject_Process — Petition — Intimation.
Facts:
Observations ( per Lord President) as to the desirability of greater attention being paid in preparing petitions to the question to whom intimation must be made.
The Scottish Employers Liability and Accident Assurance Company, Limited, presented a petition under the Companies (Memorandum of Association) Act 1800 (53 and 54 Vict. cap. 62) for confirmation of a resolution to make certain alterations in its memorandum and articles of association.
The objects for which the company was formed may be shortly stated to have been, under article 3 of the original memorandum of association, employers liability and accident insurance.
By special resolution passed and confirmed
Page: 732↓
at two extraordinary general meetings of the company, it was resolved to cancel the said article 3 and to substitute for it an article by which the objects of the company were extended so as to include the business of sickness and guarantee insurance. The prayer of the petition craved, inter alia, intimation in common form, and “such further intimation as to your Lordships shall seem proper.”
On 14th May 1896 the Court appointed the petition to be intimated in common form, and to be advertised in the Scotsman, and Aberdeen Free Press newspapers.
No answers having been lodged, the Court on 26th May 1896 remitted to Mr C. B. Logan, W.S., to inquire and report as to the regularity of the proceedings.
Mr Logan reported that the proposed extension of business appeared to him to be covered by the provisions of the Companies (Memorandum of Association) Act 1890, but called the attention of the Court to two points—(1) Whether the petition should not be granted only upon the condition of the company altering its name— Scottish Accident Insurance Company, Limited, March 12, 1896, 33 S.L.R. 414; (2) Whether in terms of the statute and in view of the fact that no special intimation had been given to the policy-holders of the company, and that the advertisement ordered by the Court contained no indication of the nature of the petition, sufficient intimation of the proposed alteration had been given to the policy-holders.
Argued for the petitioners—(1) Change of name was unnecessary. Sickness insurance was merely an extension of the original accident insurance business, and guarantee insurance of the employers liability insurance business. Change of name had not been insisted on in the case of The Northern Accident Insurance Company, June 30, 1893, 30 S.L.B. 834; (2) The policies of the company ran from year to year, and therefore intimation to the policy-holders was unnecessary.
At advising—
Lord President—The view of the Court is that expression should be given in the title to the new branches of the business, and that distinctly. The terms in which that should be done are a matter of adjustment with the Board of Trade. The Court is also of opinion that further advertisement should be made.
I may take this opportunity of saying that in preparing petitions far less attention than is appropriate is paid to the question to whom intimation should be made. It is impossible for the judge who has charge of the Single Bills to detect or realise the necessity for further advertisement, yet sometimes the inept form “or such intimation as your Lordships may think proper” is adopted. The only protection is that we have a remit to an accomplished man of business who detects the deficiency in the advertisement, with the consequence of involving parties in greater expense than would have been necessary if the appropriate intimation had been made at first.
The Court pronounced the following interlocutor:—
“Having resumed consideration of the petition, together with the report by Mr C. B. Logan, and heard counsel for the petitioners, Appoint intimation of article 3 of the original memorandum of association and of the new article of the memorandum proposed to be substituted therefor, to be made by advertisement once in each of the Scotsman and Aberdeen Daily Free Press newspapers; and appoint all parties having interest to lodge answers, if so advised, by the first box-day in vacation.”
Counsel for the Petitioners— Sol. Gen. Dickson— Glegg. Agents— Macpherson & Mackay, S.S.C.