United Kingdom House of Lords Decisions

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SCOTTISH_SLR_House_of_Lords

Page: 681↓

House of Lords.

Friday, April 3 1908.

(Before the Lord Chancellor (Loreburn), Lords Ashbourne, Macnaghten, Janies of Hereford, Robertson, Atkinson, and Collins.)

46 SLR 681

Great Northern, Piccadilly, &C., Railway Company

v.

Attorney-General.

( On Appeal From The Court Of Appeal In England.)

Subject_Revenue — Stamp Act 1891 (54 and 55 Vict. cap. 39), sec. 113 — Company Limited not under Companies Acts — Increase of Capital — Private Act Authorising Increase.
Facts:

The Stamp Act 1891, section 113, provides with regard to companies the liability of whose members is limited otherwise than by virtue of the Companies Acts, that a statement of the capital or of any increase in the amount of nominal share capital shall

be delivered by the company to the Commissioners within a month of the company's formation or of the increase. Stamp-duty is exigible on the amount of the capital or increase. The A and B companies were created in 1897 and 1899 under private Acts which conferred limited liability. Each company then complied with the provisions of section 113. In 1902 the two companies were amalgamated by another private Act which vested the capital of the B company in the A company.

Held that there had been an increase of the nominal amount of the share capital of the A company and that stamp-duty was exigible under section 113, notwithstanding that the increase was the result of an Act of Parliament.

Headnote:

The Attorney-General claimed £13,200 from the appellant company under section 113 of the Stamp Act 1891, for failure to deliver a statement of an increase in the nominal amount of their share capital as provided by that section.

The Brompton and Piccadilly Circus Railway Act 1897 (60 and 61 Vict. cap. cxcii) incorporated the railway company of that name with £600,000 capital. The Great Northern
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and Strand Railway Act 1899 (62 and 63 Vict. cap. cciii) incorporated that railway company with £2,400,000 capital, but none of this had been issued in 1902. Each company complied at the time of its formation with section 113 of the Stamp Act 1891.

The Great Northern and Strand Railway Act 1902 (2 Edw. VII, cap. ccxxxv) vested the whole powers and liabilities of that railway under its Act of 1899 in the Brompton, &c.. Railway, the name of which was by the same authority altered to the Great Northern, Piccadilly, and Brompton Railway Company. This latter company made no statutory statement of increased nominal share capital.

On an information by the Attorney-General, Walton, J., gave judgment for the company. In an appeal on a stated case the Court of Appeal ( Cozens-Hardy, M.R., Moulton and Farwell, L.JJ.) reversed this decision.

The Railway Company appealed.

At the conclusion of the arguments their Lordships gave judgment—

Judgment:

Lord Chancellor (Loreburn)—I must say that I think this a very plain case. The question is, Has there been an increase of the amount of the nominal share capital of the appellant company? Now, what is the appellant company? It is the Brompton and Piccadilly Circus Railway Company under a different name imposed upon it by section 64 of the Act of 1902. The Brompton Company had, before the Great Northern Act of 1902, power to raise capital to the amount, as we were told, of £600,000. After that Act was passed it had power to raise £2,400,000 more. Surely that was an increase of the amount of the nominal capital. Why, then, ought it not to be made subject to this duty? The real reason suggested is that the Great Northern

and Strand Company had this power under their Act of 1899. That is quite true; but it is also true that the Brompton company now has it, and, on getting it, received an increase of the amount of their nominal capital. It may be a hard case; that may be quite possible; but the result cannot be avoided by appealing to this clause, section 40, in a private Act. I agree that the courts will take every means of defeating an attempt to affect by a private Act the rights either of the Crown or of other persons who have not been brought in, and I desire to say for myself that I am not satisfied in regard to these private Acts of Parliament that there is sufficient means either for securing accurate drafting or for protecting the rights of persons other than those who are concerned in the private legislation.

Lords Ashbourne, Macnaghten, James of Hereford, Robertson, Atkinson, and Collinsconcurred.

Judgment appealed against affirmed, and appeal dismissed with costs.

Counsel:

Counsel for Respondent—The Attorney—General ( Sir Wm. Robson, K.C.)— W. Finlay. Agent— Sir F. C. Gore, Solicitor of Inland Revenue.

Counsel for Appellants— M. Lush, K.C.— Roskill, K.C.— Ernest M. Pollock, K.C. Agent— R. Hill Dawe, Solicitor.
1908