Scottish Court of Session Decisions

The Kirkcaldy Steam Laundry Company, Limited, incorporated under the Companies Act 1862 to 1890, presented a petition for confirmation of an alteration of its memorandum of association under the Companies (Memorandum of Association) Act 1890, sec. 1.

The company was established under its memorandum of association for the purpose of carrying on a laundry in “Kirkcaldy and its neighbourhood.” The alterations proposed to be made in the memorandum of association were designed to enable the company to extend its operations into a larger district by allowing it to carry on a laundry or laundries in “Kirkcaldy and Leven, and elsewhere in the county of Fife.” No change of name was proposed.

The Companies (Memorandum of Association) Act 1890, sec. 1, empowers companies to alter the provisions of their memorandum of association subject to the confirmation of the Court. Sub-section (3) enacts—“An order confirming any such alteration may be made on such terms and subject to such conditions as to the Court seems fit.” …

Sir Charles B. Logan, W.S., to whom the Court had remitted the petition for inquiry, drew attention in the following paragraph of his report to the question whether a change in the name of the company should not be made so as to indicate the extended area of the company's operations:—“It has been the practice of your Lordships to grant an extension of objects to a company only upon the name of the company being changed, so as to indicate the addition of new business or the extended area of its operations, and there are decisions in the English Courts shewing that the same practice obtains there. I brought this matter under the notice of the petitioners, but they have submitted that as the object of the alterations on the memorandum of association is not to enable the company to take up a new class of business, but only to carry on business in other towns in the county of Fife besides Kirkcaldy, an alteration of the name is not required. In the circumstances, and as it does not appear to me that anyone dealing with the company would be misled by the present name, your Lordships may perhaps take the view that no change is necessary.”

He reported that the proceedings had been regular, and that the reasons for the proposed alterations on the company's memorandum being sufficient their Lordships might (subject to the disposal of the question as to the name of the company) be pleased to confirm the alterations of the provisions of the memorandum of association.

The petitioners expressed at the bar their desire not to change the name of

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the company, and argued that such a change was unnecessary here, for the alteration proposed to be made was not in the character of the business— Scottish Accident Insurance Company, March 12, 1896, 23 R. 586, 33 S.L.R. 414; Foreign and Colonial Government Trust Company [1891], 2 Ch. 395.

The Court ( Lord M'Laren absent) made no condition as to the alteration of the company's name, and confirmed the alteration of the memorandum of association.