Edinburgh Southern Cemetery Co., Ltd Petitioners [1923] ScotLR 546 (07 July 1923)

Edinburgh Southern Cemetery Co., Ltd Petitioners [1923] ScotLR 546 (07 July 1923)

The Court confirmed the alterations to the company's objects only insofar as the additional powers (e.g., masons, quarriers, florists, gardeners) are to be exercised in connection with and incidental to the main business of owning and operating cemeteries or burial grounds, as there was no evidence justifying the grant of broader powers.

Citation
[1923] ScotLR 546
Parties
Petitioner: Edinburgh Southern Cemetery Company, Limited
Jurisdiction
Scotland
Judgment Date
07 July 1923
Procedural Posture
Petition for Confirmation of Alteration of Company Constitution and Objects / Court of Session Inner House, First Division, Final Judgment
Outcome
Petition granted in part, with restriction.
Legal Topics
Alteration of Company Objects, Companies (consolidation) Act 1908, Scope of Company Powers, Confirmation of Memorandum and Articles of Association
Company Law Alteration of Company Objects Companies (consolidation) Act 1908 Scope of Company Powers Confirmation of Memorandum and Articles of Association

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Parties

Edinburgh Southern Cemetery Company, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Company Constitution and Objects / Court of Session Inner House, First Division, Final Judgment

Legal Issues

  1. 1 Whether the company may alter its objects to include additional business activities under section 9 of the Companies (Consolidation) Act 1908
  2. 2 Whether the proposed new objects are permissible as being incidental or allied to the main business of a cemetery company

Ratio Decidendi

The Court confirmed the alterations to the company's objects only insofar as the additional powers (e.g., masons, quarriers, florists, gardeners) are to be exercised in connection with and incidental to the main business of owning and operating cemeteries or burial grounds, as there was no evidence justifying the grant of broader powers.

Court Disposition

Petition granted in part, with restriction.

Orders

  • Alterations to the memorandum and articles of association confirmed, subject to the restriction that additional powers are only exercisable in connection with and incidental to the main business of owning cemeteries or burial grounds.
  • The first part of the third clause of the memorandum of association to be restricted by adding after 'crematorium' the words 'and in connection therewith and as incidental thereto as.'