John Walker & Sons, Ltd Petitioners [1914] ScotLR 246 (23 January 1914)

John Walker & Sons, Ltd Petitioners [1914] ScotLR 246 (23 January 1914)

The Court refused to confirm the proposed alterations to the memorandum of association insofar as they would empower the company to amalgamate with another company or to sell or otherwise dispose of its entire undertaking, holding that such powers are not within the scope of section 9(1) of the Companies (Consolidation) Act 1908, which presupposes the continued existence and identity of the company. The Court confirmed the other alterations subject to deletion and modification of the offending clauses.

Citation
[1914] ScotLR 246
Parties
Petitioner: John Walker & Sons, Limited
Jurisdiction
Scotland
Judgment Date
23 January 1914
Procedural Posture
Petition for Confirmation of Alteration of Memorandum of Association / Judgment on Petition
Outcome
Petition partly allowed, partly refused.
Legal Topics
Alteration of Memorandum of Association, Company Objects, Statutory Interpretation, Corporate Powers, Amalgamation, Sale of Undertaking
Company Law Alteration of Memorandum of Association Company Objects Statutory Interpretation Corporate Powers Amalgamation Sale of Undertaking

Case Brief

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Parties

John Walker & Sons, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Memorandum of Association / Judgment on Petition

Legal Issues

  1. 1 Whether the Court should confirm alterations to a company's memorandum of association to include powers to amalgamate with other companies and to sell or otherwise dispose of the company's undertaking under section 9(1) of the Companies (Consolidation) Act 1908.

Ratio Decidendi

The Court refused to confirm the proposed alterations to the memorandum of association insofar as they would empower the company to amalgamate with another company or to sell or otherwise dispose of its entire undertaking, holding that such powers are not within the scope of section 9(1) of the Companies (Consolidation) Act 1908, which presupposes the continued existence and identity of the company. The Court confirmed the other alterations subject to deletion and modification of the offending clauses.

Court Disposition

Petition partly allowed, partly refused.

Orders

  • Confirmed the alteration of the memorandum of association with respect to the objects of the company set forth in the special resolution of 30th June and 18th July 1913, subject to deletion of the power to amalgamate from sub-clause 15 and modification of sub-clause 17 to restrict the power to sell or dispose of...