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United Kingdom House of Lords Decisions
You are here: BAILII >> Databases >> United Kingdom House of Lords Decisions >> City of Glasgow Bank Liquidation - (Nelson Mitchell's Case) - Nelson Mitchell, Petitioner v. The Liquidators [1879] UKHL 511 (20 May 1879)
URL: http://www.bailii.org/uk/cases/UKHL/1879/16SLR0511.html
Cite as: [1879] UKHL 511, 16 ScotLR 511
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SCOTTISH_SLR_House_of_Lords
Page: 511↓
House of Lords.
(Before the
v.
(In Court of Session December 21, 1878, ante, p. 155.).
Subject_Public Company — Sale of Bank Stock — Registering Sale after Stoppage of Company — Companies Act 1862, sec. 35.
Facts:
A sale of bank stock was made upon a stock exchange on 28th and 30th September, the settling-day being the 16th October. Before the settling-day the bank, who were the purchasers of the stock, suspended payment. On the 16th October, the bank having previously declined to execute a transfer of the stock, a transfer was tendered to them, but they declined to accept or register it. On the 22d a winding-up resolution was passed, following upon a notice of motion to that effect issued to the shareholders by circular on the 5th.
In a petition at the instance of the seller to have his name removed from the list of contributors in respect that the bank was real proprietor of the stock — held ( aff. the judgment of the Court of Session) that in the circumstances the directors were neither bound nor entitled to make the required alteration upon the register, and there was thus no ground for the contention that there had been “default” or “unnecessary delay,” under section 35 of the Companies Act 1862, in respect of their neglect to do so.
Opinion reserved as to the effect of the 1st section of Leeman's Act (30 vict. cap. 29) upon the validity of the sale of stock in question, it having been averred that the brokers' contract did not “set forth the person or persons in whose name or names” the stock stood as registered proprietor at the date of the sale.
This was an appeal at the instance of Mr Nelson Mitchell against a judgment of the Court of Session, who had refused a petition at his instance praying to have his name removed from the list of contributories to the City of Glasgow Bank. The circumstances are sufficiently detailed in the report of the case in the Court of Session, ante, p. 155, and in the opinions of their Lordships in the House of Lords ( infra).
At delivering judgment—
Page: 512↓
Two questions were raised in the appeal— first, Whether there was a valid contract for the sale of the stock, having regard to the provisions of the 30th Victoria, chapter 29; and secondly, was the company in default for not accepting and registering the transfer? The Court of Session has decided both points against the appellant.
My Lords, on the first point, viz., the effect of the 30th Victoria, chapter 29, I have not been satisfied by the arguments of the appellant, either during the first argument or during the further argument which has taken place to-day, that the decision of the Court of Session was erroneous; but it appears to me unnecessary to decide that question, because I have no doubt that on the second point this case is not materially distinguishable from those already decided by your Lordships, and that, for the same reasons which were given in them, it would have been improper for the bank to have accepted or registered the transfer on the 16th of October, and therefore that the name of the appellant rightly remains upon the register, and was rightly included on the list of contributories. I propose to move in this case that the appeal be dismissed with costs.
With regard to the suggestion now made, that the admissions entered into between the parties are erroneous in stating that the whole sum of £2500 stock was registered in the appellant's name on the 2d of October, whereas the transfers to the appellant of £500, part of the said sum, were not registered or recorded until some days after the 2d of October, I express no opinion whatever as to what ought to be the consequence of that fact, if it be a fact; but your Lordships may perhaps be disposed to say that the dismissal of this appeal should not prejudice any applications which the appellant may make to the Court of Session on this score.
Interlocutor appealed from affirmed with a declaration, and appeal dismissed with costs.
Counsel for the Appellant— Higgins, Q.C.
Counsel for the Respondents— Kay, Q.C.— Benjamin, Q.C.— Davey, Q.C.— Kinnear.