The Aberdeen Steam Navigation Co., Ltd Petitioners [1919] ScotLR 343 (20 March 1919)

The Aberdeen Steam Navigation Co., Ltd Petitioners [1919] ScotLR 343 (20 March 1919)

The Court confirmed the alterations to the memorandum of association only insofar as they conferred power to sell, transfer, or dispose of any part of the property and rights, heritable or moveable, real or personal, and business of the company, but refused to confirm the power to sell or dispose of the entire undertaking, holding that such a power would exceed the statutory limits for alteration and undermine the company's identity as a going concern.

Citation
[1919] ScotLR 343
Parties
Petitioner: The Aberdeen Steam Navigation Company, Limited
Jurisdiction
Scotland
Judgment Date
20 March 1919
Procedural Posture
Petition for Confirmation of Alteration of Constitution and Extension of Objects / Decision on Confirmation by Court of Session Inner House, First Division
Outcome
Petition granted in part, with modifications.
Legal Topics
Alteration of Memorandum of Association, Company Powers, Sale of Undertaking, Companies (consolidation) Act 1908
Company Law Alteration of Memorandum of Association Company Powers Sale of Undertaking Companies (consolidation) Act 1908

Case Brief

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Parties

The Aberdeen Steam Navigation Company, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Constitution and Extension of Objects / Decision on Confirmation by Court of Session Inner House, First Division

Legal Issues

  1. 1 Whether the company may alter its memorandum of association to include power to sell, transfer, or dispose of its undertaking or any part thereof under section 9(1) of the Companies (Consolidation) Act 1908.

Ratio Decidendi

The Court confirmed the alterations to the memorandum of association only insofar as they conferred power to sell, transfer, or dispose of any part of the property and rights, heritable or moveable, real or personal, and business of the company, but refused to confirm the power to sell or dispose of the entire undertaking, holding that such a power would exceed the statutory limits for alteration and undermine the company's identity as a going concern.

Court Disposition

Petition granted in part, with modifications.

Orders

  • Confirmed the alterations to the memorandum of association except for the power to sell or dispose of the undertaking; ordered deletion of the word 'undertaking' and related phrases from subclause (v) of the third clause; inserted 'any part of' to limit the power to partial disposals only.