North of Scotland and Orkney and Shetland Steam Navigation Co., Ltd - Petitioners [1920] ScotLR 689 (10 June 1920)

North of Scotland and Orkney and Shetland Steam Navigation Co., Ltd - Petitioners [1920] ScotLR 689 (10 June 1920)

The Court confirmed the memorandum and articles, sanctioning the extended objects clause except for certain powers (marine insurance apart from own business, unrestricted lending, unrestricted sale of undertaking, and broad powers to obtain orders for any purpose), holding that the alterations comply with section 9 of the Companies Act 1908 and are calculated to enable the company to carry on its business more economically or efficiently or by new means.

Citation
[1920] ScotLR 689
Parties
Petitioner: North of Scotland and Orkney and Shetland Steam Navigation Company, Limited
Jurisdiction
Scotland
Judgment Date
10 June 1920
Procedural Posture
Petition for Confirmation of Alteration of Constitution and Extension of Objects / Final Judgment on Confirmation of Memorandum and Articles
Outcome
Petition granted in part; memorandum and articles confirmed with modifications.
Legal Topics
Alteration of Constitution, Memorandum of Association, Objects Clause, Companies (consolidation) Act 1908 Section 9
Company Law Alteration of Constitution Memorandum of Association Objects Clause Companies (consolidation) Act 1908 Section 9

Case Brief

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Parties

North of Scotland and Orkney and Shetland Steam Navigation Company, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Constitution and Extension of Objects / Final Judgment on Confirmation of Memorandum and Articles

Legal Issues

  1. 1 Whether the proposed alteration of the memorandum and articles, including the extended objects clause, complies with Companies (Consolidation) Act 1908, section 9
  2. 2 Whether the form and content of the objects clause are permissible under the Act
  3. 3 Whether certain powers (e.g., lending money, selling undertaking, promoting freedom of contract) are valid objects

Ratio Decidendi

The Court confirmed the memorandum and articles, sanctioning the extended objects clause except for certain powers (marine insurance apart from own business, unrestricted lending, unrestricted sale of undertaking, and broad powers to obtain orders for any purpose), holding that the alterations comply with section 9 of the Companies Act 1908 and are calculated to enable the company to carry on its business more economically or efficiently or by new means.

Court Disposition

Petition granted in part; memorandum and articles confirmed with modifications.

Orders

  • Confirmation of alteration of constitution and extension of objects as shown, subject to deletion of certain powers and provisions not sanctioned by the Court.