McKenzie v. Kittridge

McKenzie v. Kittridge

Majority held that under Consolidated Statutes ch.63 secs.33,34 and 35 a shareholder who pays up his shares and thereafter makes and registers the prescribed certificate is discharged from personal liability for company debts then existing or thereafter contracted; the 30‑day registration prescription does not, as...

Source-derived case information.

Citation
(1879) 4 SCR 368
Parties
Appellant/plaintiff: Thomas H. McKenzie; Respondents/defendants: Alfred H. Kittridge et al.
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
13 December 1879
Procedural Posture
Civil Appeal / On Appeal From the Court of Appeal for Ontario to the Supreme Court of Canada; Final Judgment
Outcome
Appeal dismissed with costs; judgment of Court of Common Pleas affirmed
Legal Topics
Limited Liability, Shareholder Liability, Registration of Certificate, Statutory Construction
Source Language
english
Commercial Law Limited Liability Shareholder Liability Registration of Certificate Statutory Construction

Source-derived case record

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Legal principles 3 Authorities cited 10 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Thomas H. McKenzie

Appellant/plaintiff

Alfred H. Kittridge et al.

Respondents/defendants

Procedural Posture

Civil Appeal / On Appeal From the Court of Appeal for Ontario to the Supreme Court of Canada; Final Judgment

Legal Issues

  1. 1 Whether a shareholder who has paid up his shares but failed to register the prescribed certificate within 30 days is discharged from personal liability for debts of the company contracted before registration
  2. 2 Whether registration of the certificate after the 30‑day period takes effect retrospectively to the time of payment or only from registration
  3. 3 Construction and interplay of Consolidated Statutes ch.63 secs.33‑35 and earlier statutes 13 & 14 Vic. ch.28 and 16 Vic. ch.172

Ratio Decidendi

Majority held that under Consolidated Statutes ch.63 secs.33,34 and 35 a shareholder who pays up his shares and thereafter makes and registers the prescribed certificate is discharged from personal liability for company debts then existing or thereafter contracted; the 30‑day registration prescription does not, as applied to an individual shareholder under sec.33, prevent a later registration from taking effect to discharge the shareholder (dissent by Ritchie C.J. and Fournier J.).

Court Disposition

Appeal dismissed with costs; judgment of Court of Common Pleas affirmed

Orders

  • Appeal dismissed with costs
  • Judgment of the Court of Common Pleas affirmed