Stewart v. James Keiller & Son, Ltd [1902] ScotLR 39_353 (28 January 1902)

Stewart v. James Keiller & Son, Ltd [1902] ScotLR 39_353 (28 January 1902)

The pursuer's rights were regulated by article 33, not article 37. The directors' refusal to register the transfer was made in good faith, in what they conceived to be the best interests of the company, and the valuation, though low, was not unreasonable given the business and share restrictions. The pursuer failed to prove corruption or caprice in the directors' actions or that the valuation was fictitious.

Citation
[1902] ScotLR 39_353
Parties
Pursuer: Mrs Stewart; Defender: James Keiller & Son, Limited
Jurisdiction
Scotland
Judgment Date
28 January 1902
Procedural Posture
Civil Action (company Law) / Inner House Appeal From Lord Ordinary's Interlocutors
Outcome
Action dismissed; defenders assoilzied (absolved) from the first conclusion of the summons.
Legal Topics
Articles of Association, Share Transfer Restrictions, Valuation of Shares, Fiduciary Duties of Directors, Jus Relictae, Registration of Share Transfers
Company Law Succession Law Articles of Association Share Transfer Restrictions Valuation of Shares Fiduciary Duties of Directors Jus Relictae Registration of Share Transfers

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 3 Authorities cited 26 Party arguments 2 Amounts and remedies 7
Sign in to unlock

Parties

Mrs Stewart

Pursuer

James Keiller & Son, Limited

Defender

Procedural Posture

Civil Action (company Law) / Inner House Appeal From Lord Ordinary's Interlocutors

Legal Issues

  1. 1 Does article 37 of the articles of association entitle the widow to registration as a shareholder?
  2. 2 Are the directors' powers to refuse registration under article 33 absolute or subject to judicial review for bad faith or improper purpose?
  3. 3 Was the valuation of shares under article 113 bona fide and in accordance with the articles?

Ratio Decidendi

The pursuer's rights were regulated by article 33, not article 37. The directors' refusal to register the transfer was made in good faith, in what they conceived to be the best interests of the company, and the valuation, though low, was not unreasonable given the business and share restrictions. The pursuer failed to prove corruption or caprice in the directors' actions or that the valuation was fictitious.

Court Disposition

Action dismissed; defenders assoilzied (absolved) from the first conclusion of the summons.

Orders

  • Repelled the pursuer's pleas-in-law.
  • Sustained the defenders' pleas-in-law.