Tayside Floorcloth Co., Ltd Petitioners [1923] ScotLR 361 (10 March 1923)

Tayside Floorcloth Co., Ltd Petitioners [1923] ScotLR 361 (10 March 1923)

The court refused to confirm the power to procure the company to be 'incorporated' abroad and the power to sell the entire undertaking, as these would be inconsistent with the company's continued existence and the statutory framework. The court allowed the memorandum to be altered to permit registration or recognition abroad and to sell, let, or lease any branch or part of the undertaking, but not the whole undertaking.

Citation
[1923] ScotLR 361
Parties
Petitioner: Tayside Floorcloth Company, Limited
Jurisdiction
Scotland
Judgment Date
10 March 1923
Procedural Posture
Petition for Confirmation of Special Resolution (company Law) / Judgment on Petition
Outcome
Petition granted in part; special resolution confirmed subject to amendments.
Legal Topics
Alteration of Memorandum of Association, Company Powers, Foreign Registration, Sale or Lease of Undertaking
Company Law Alteration of Memorandum of Association Company Powers Foreign Registration Sale or Lease of Undertaking

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 4 Party arguments 2
Sign in to unlock

Parties

Tayside Floorcloth Company, Limited

Petitioner

Procedural Posture

Petition for Confirmation of Special Resolution (company Law) / Judgment on Petition

Legal Issues

  1. 1 Whether a company may alter its memorandum to permit incorporation in a foreign country
  2. 2 Whether a company may alter its memorandum to permit sale or lease of its entire undertaking

Ratio Decidendi

The court refused to confirm the power to procure the company to be 'incorporated' abroad and the power to sell the entire undertaking, as these would be inconsistent with the company's continued existence and the statutory framework. The court allowed the memorandum to be altered to permit registration or recognition abroad and to sell, let, or lease any branch or part of the undertaking, but not the whole undertaking.

Court Disposition

Petition granted in part; special resolution confirmed subject to amendments.

Orders

  • Deletion of the word 'incorporated' from the proposed new clause (p) of the memorandum.
  • Amendment of clause (r) to permit sale, letting, or leasing of any branch or part of the undertaking, but not the whole undertaking.