United Kingdom House of Lords Decisions

Lord Chancellor (Loreburn)—I do not think that your Lordships need have any hesitation in affirming the decision of the Court of Appeal. Indeed the matter is one so simple, and the case has been so satisfactorily explained, that it is not necessary for me to say much. The first point objected to was that this was not an “issue of stock.” It is quite clear to my mind that it was. The stock now in existence had no existence at all until after the Act passed; something different existed, different both in amount and in security. Whatever words were used by the ingenuity of the draftsman, the fact is that the debenture stock which is now held by the owners of it must have been issued. To prevent what is in fact an issue from being an issue also in law, ambiguities of expression in a private Act will not suffice. The second point was that this was not an issue of anything described in sec. 8, sub-sec. 5, of the Finance Act 1899. The answer is that it is debenture stock, and “debenture stock” is there named. I also think that, if necessary, I should be prepared to hold that it was “capital which had the character of borrowed money,” which is the same as if the money due before had been paid off and reborrowed. It is quite clear, upon all the grounds stated by Walton, J., and the Court of Appeal, that this appeal ought to be dismissed, and I move your Lordships accordingly.

Lord Ashbourne—I quite agree.

Lord Macnaghten—I agree.

Lord James of Hereford—I concur.

Lord Atkinson—I also concur.