Adams & Burns v. Bank of Montreal

Adams & Burns v. Bank of Montreal

The appeal was dismissed because the mortgage and related transactions were supported by good consideration, were not voluntary fraudulent conveyances in the circumstances, and the subsequent shareholder resolution ratified the directors' actions, making the mortgage and assignments valid and the judgment not void.

Citation
(1901) 32 SCR 719
Parties
Appellants / Plaintiffs / Judgment Creditors: Adams & Burns; Respondent / Defendant / Mortgagee: Bank of Montreal; Debtor / Mortgagor: Kootenay Brewing, Malting and Distilling Company
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
19 February 1901
Procedural Posture
Civil Appeal / Final Judgment on Appeal to the Supreme Court of Canada (appeal Dismissed)
Outcome
Appeal dismissed; judgment of the Supreme Court of British Columbia affirming the trial court dismissed with costs affirmed.
Legal Topics
Mortgage, Assignment of Debts, Fraudulent Conveyance (statute of Elizabeth), Fraudulent Preference, Directors' Authority and Ratification, Bank Act S.80, B.c. Companies Acts 1890 1894, Pressure/collusion
Source Language
English
Contract Company Law Banking Law Insolvency Equity Statutory Interpretation Mortgage Assignment of Debts +6 more

Case Brief

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Parties

Adams & Burns

Appellants / Plaintiffs / Judgment Creditors

Bank of Montreal

Respondent / Defendant / Mortgagee

Kootenay Brewing, Malting and Distilling Company

Debtor / Mortgagor

Procedural Posture

Civil Appeal / Final Judgment on Appeal to the Supreme Court of Canada (appeal Dismissed)

Legal Issues

  1. 1 Whether the mortgage was voluntary and void under the Statute of Elizabeth as a fraudulent conveyance
  2. 2 Whether the mortgage constituted a fraudulent preference invalid as against other creditors
  3. 3 Whether the mortgage executed by directors without proper authority was validated by subsequent shareholder ratification under the Companies Acts

Ratio Decidendi

The appeal was dismissed because the mortgage and related transactions were supported by good consideration, were not voluntary fraudulent conveyances in the circumstances, and the subsequent shareholder resolution ratified the directors' actions, making the mortgage and assignments valid and the judgment not void.

Court Disposition

Appeal dismissed; judgment of the Supreme Court of British Columbia affirming the trial court dismissed with costs affirmed.

Orders

  • Appeal dismissed with costs.
  • Judgment of the Supreme Court of British Columbia (affirming trial court) affirmed.