Penang Foundry Co., Ltd (In Liquidation) and Others v. Gardiner [1913] ScotLR 3 (31 January 1913)
Where a company issues share certificates stating shares are fully paid, and the allottee accepts them in good faith believing this representation, the company is estopped from claiming otherwise and cannot recover unpaid amounts from the allottee.
- Citation
- [1913] ScotLR 3
- Parties
- Pursuer: Penang Foundry Company, Limited (In Liquidation) and Others; Defender: A. H. Gardiner
- Jurisdiction
- Scotland
- Judgment Date
- 31 January 1913
- Procedural Posture
- Company Law Action / Judgment After Proof
- Outcome
- Defender entitled to absolvitor; claim dismissed.
- Legal Topics
- Shareholder Liability, Estoppel, Liquidation, Allotment of Shares, Representation on Share Certificates
Case Brief
Summary, issues, holding and outcome
More case intelligence is available
Unlock the full research layer for this judgment.
Parties
Penang Foundry Company, Limited (In Liquidation) and Others
Pursuer
A. H. Gardiner
Defender
Procedural Posture
Company Law Action / Judgment After Proof
Legal Issues
- 1 Whether an allottee of shares, who receives share certificates stating shares are fully paid and believes this in good faith, can be held liable for unpaid amounts when the company goes into liquidation.
Ratio Decidendi
Where a company issues share certificates stating shares are fully paid, and the allottee accepts them in good faith believing this representation, the company is estopped from claiming otherwise and cannot recover unpaid amounts from the allottee.
Court Disposition
Defender entitled to absolvitor; claim dismissed.
Orders
- Absolvitor granted in favour of the defender.
- Pursuers' claim for payment of £560 dismissed.
Full Case Text
Judgment text and source record
Sign in to read
Sign in to read the full judgment text
Sign in to read the full judgment text. Downloads and additional research tools may depend on your plan.
Sign in to read the full judgment