Hamilton v. Grant

Hamilton v. Grant

The Court held that on the evidence the shares were effectively transferred and Holmes and his associates, not Grant or Dickie, were the holders liable for the calls; the prior failure by plaintiffs to prove a transfer in an earlier action did not deprive defendants of their defenses; the appeal was dismissed and the lower appellate decision affirming non-liability of Grant and Dickie was upheld.

Citation
(1900) 30 SCR 566
Parties
Appellant Plaintiff: Lord Claud John Hamilton; Appellant Plaintiff: Edward Lawrence; Respondent Defendant: Sophia Grant; Respondent Defendant (executors): Executors of J. E. Dickie
Court
Supreme Court of Canada
Jurisdiction
Canada
Judgment Date
8 October 1900
Procedural Posture
Action by Judgment Creditors to Enforce Calls on Shares; Appeal to Supreme Court of Canada / On Appeal From the Supreme Court of Nova Scotia; Final Disposition by Supreme Court of Canada
Outcome
Appeal dismissed with costs
Legal Topics
Share Transfer, Shareholder Liability, Judgment Creditor Enforcement, Statutory Incorporation, Registration of Transfers
Source Language
English
Commercial Law Company Law Corporate Law Share Transfer Shareholder Liability Judgment Creditor Enforcement Statutory Incorporation Registration of Transfers

Case Brief

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Parties

Lord Claud John Hamilton

Appellant Plaintiff

Edward Lawrence

Appellant Plaintiff

Sophia Grant

Respondent Defendant

Executors of J. E. Dickie

Respondent Defendant (executors)

Procedural Posture

Action by Judgment Creditors to Enforce Calls on Shares; Appeal to Supreme Court of Canada / On Appeal From the Supreme Court of Nova Scotia; Final Disposition by Supreme Court of Canada

Legal Issues

  1. 1 Whether an unregistered transfer of shares could render the transferee the legal holder and liable to creditors
  2. 2 Whether the transferor remained liable after executing a transfer not entered in company books
  3. 3 Whether the company against which judgment was recovered was the same corporate entity after the 1890 Act consolidation

Ratio Decidendi

The Court held that on the evidence the shares were effectively transferred and Holmes and his associates, not Grant or Dickie, were the holders liable for the calls; the prior failure by plaintiffs to prove a transfer in an earlier action did not deprive defendants of their defenses; the appeal was dismissed and the lower appellate decision affirming non-liability of Grant and Dickie was upheld.

Court Disposition

Appeal dismissed with costs

Orders

  • Appeal dismissed with costs
  • Judgment of the Supreme Court of Nova Scotia (appellate court) affirmed; original trial judgment reversed