Union Bank of Scotland Ltd Petitioners [1917] ScotLR 62 (31 October 1917)

Union Bank of Scotland Ltd Petitioners [1917] ScotLR 62 (31 October 1917)

The Court confirmed the substitution of the memorandum and articles of association for the contract of copartnership and the alterations to the objects of the Bank, as the proposed changes were within statutory powers, necessary for efficient business, and no objections were raised. However, the Court refused to confirm powers to sell the undertaking and assets and a clause preventing limitation of objects by reference to other paragraphs, as these exceeded what was appropriate under the Act.

Citation
[1917] ScotLR 62
Parties
Petitioner: Union Bank of Scotland Limited
Jurisdiction
Scotland
Judgment Date
31 October 1917
Procedural Posture
Petition for Confirmation of Alteration of Constitution / Final Determination by Court of Session Inner House Second Division
Outcome
Petition partly granted
Legal Topics
Alteration of Memorandum of Association, Objects of Company, Companies (consolidation) Act 1908, Amalgamation, Geographical Scope of Business
Company Law Alteration of Memorandum of Association Objects of Company Companies (consolidation) Act 1908 Amalgamation Geographical Scope of Business

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Parties

Union Bank of Scotland Limited

Petitioner

Procedural Posture

Petition for Confirmation of Alteration of Constitution / Final Determination by Court of Session Inner House Second Division

Legal Issues

  1. 1 Whether the Court should confirm the substitution of a memorandum and articles of association for the contract of copartnership under the Companies (Consolidation) Act 1908
  2. 2 Whether the proposed extension of the company's objects and powers, including global operations and amalgamation, should be confirmed
  3. 3 Whether the Court should refuse powers to sell the undertaking and assets, and a clause preventing limitation of objects by reference to other paragraphs

Ratio Decidendi

The Court confirmed the substitution of the memorandum and articles of association for the contract of copartnership and the alterations to the objects of the Bank, as the proposed changes were within statutory powers, necessary for efficient business, and no objections were raised. However, the Court refused to confirm powers to sell the undertaking and assets and a clause preventing limitation of objects by reference to other paragraphs, as these exceeded what was appropriate under the Act.

Court Disposition

Petition partly granted

Orders

  • Confirmed the alteration of the Bank's constitution by substituting the memorandum and articles of association as amended for the contract of copartnership.
  • Confirmed the alterations to the objects of the Bank as contained in the amended memorandum of association.