Nasmith v. Manning

Nasmith v. Manning

The document signed by the defendant was an application conditional on allotment; the appellant failed to prove that the company communicated acceptance (notice of allotment) within a reasonable time, therefore the defendant was not shown to be a shareholder and was not liable to the plaintiff.

Citation
(1881) 5 SCR 417
Parties
Appellant / Plaintiff (judgment Creditor): John Nasmith; Respondent / Defendant (alleged Shareholder): Alexander Manning
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
12 February 1881
Procedural Posture
Civil Appeal (creditor Action Against Alleged Shareholder) / Appeal to the Supreme Court of Canada From the Court of Appeal for Ontario
Outcome
Appeal dismissed; judgment of the Court of Appeal for Ontario affirmed.
Legal Topics
Shareholder Liability, Subscription and Allotment of Shares, Notice of Allotment, Calls on Shares, Construction of Subscription Agreements, Creditor Remedies (scire Facias)
Source Language
English
Commercial Law Company Law Corporate Law Shareholder Liability Subscription and Allotment of Shares Notice of Allotment Calls on Shares Construction of Subscription Agreements +1 more

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Parties

John Nasmith

Appellant / Plaintiff (judgment Creditor)

Alexander Manning

Respondent / Defendant (alleged Shareholder)

Procedural Posture

Civil Appeal (creditor Action Against Alleged Shareholder) / Appeal to the Supreme Court of Canada From the Court of Appeal for Ontario

Legal Issues

  1. 1 Whether the document signed by defendant constituted a binding subscription making him a shareholder
  2. 2 Whether notice of allotment (or other communication of acceptance) was required to bind the subscriber
  3. 3 Whether plaintiff proved notice of allotment within a reasonable time

Ratio Decidendi

The document signed by the defendant was an application conditional on allotment; the appellant failed to prove that the company communicated acceptance (notice of allotment) within a reasonable time, therefore the defendant was not shown to be a shareholder and was not liable to the plaintiff.

Court Disposition

Appeal dismissed; judgment of the Court of Appeal for Ontario affirmed.

Orders

  • Appeal dismissed with costs