Petition of A and others (Court of Session) [2024] CSIH 19 (26 July 2024)

Petition of A and others (Court of Session) [2024] CSIH 19 (26 July 2024)

The urgency and necessity of the situation, combined with the lack of an effective statutory remedy and the impracticality of appointing a judicial factor, justified the exercise of the nobile officium to rectify the register of members and substitute the petitioners as executors in place of the deceased director, pending confirmation.

Citation
[2024] CSIH 19
Parties
Petitioners: A and Others; Company (interested Party): C Limited; Interested Party: Executors of D
Jurisdiction
Scotland
Judgment Date
26 July 2024
Procedural Posture
Petition (nobile Officium) / Final Judgment on Petition
Outcome
Petition granted
Legal Topics
Rectification of Register of Members, Executors' Powers Before Confirmation, Nobile Officium Jurisdiction, Urgent Corporate Finance, Judicial Factor Alternative
Company Law Succession Law Equity Rectification of Register of Members Executors' Powers Before Confirmation Nobile Officium Jurisdiction Urgent Corporate Finance Judicial Factor Alternative

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Parties

A and Others

Petitioners

C Limited

Company (interested Party)

Executors of D

Interested Party

Procedural Posture

Petition (nobile Officium) / Final Judgment on Petition

Legal Issues

  1. 1 Whether the court can rectify the register of members to substitute executors before confirmation
  2. 2 Whether section 125 of the Companies Act 2006 applies in Scotland in these circumstances
  3. 3 Whether the nobile officium jurisdiction should be exercised to fill a gap in the law

Ratio Decidendi

The urgency and necessity of the situation, combined with the lack of an effective statutory remedy and the impracticality of appointing a judicial factor, justified the exercise of the nobile officium to rectify the register of members and substitute the petitioners as executors in place of the deceased director, pending confirmation.

Court Disposition

Petition granted

Orders

  • Rectification of the register of members by substituting the petitioners jointly as executors in place of the late B, subject to undertakings regarding resignation, application for confirmation, and payment of taxes.