Braid Hills Hotel Co., Ltd Petitioners [1902] ScotLR 39_607 (14 May 1902)

Braid Hills Hotel Co., Ltd Petitioners [1902] ScotLR 39_607 (14 May 1902)

Notwithstanding the repeal of section 25 of the Companies Act 1867, the Court is competent under section 1 of the Companies Act 1898 to authorise the filing of a contract or memorandum in lieu of a contract for shares issued as fully paid up for non-cash consideration, even where no written contract was ever made, if the omission was inadvertent or it is just and equitable to grant relief.

Citation
[1902] ScotLR 39_607
Parties
Petitioner: Braid Hills Hotel Company, Limited
Jurisdiction
Scotland
Judgment Date
14 May 1902
Procedural Posture
Petition Under Companies Act 1898 / Final Order on Unopposed Petition
Outcome
Petition granted
Legal Topics
Shares Issued as Fully Paid Up, Authority to File Contract or Memorandum, Relief for Failure to File Contract, Retrospective Effect of Statutory Repeal
Company Law Shares Issued as Fully Paid Up Authority to File Contract or Memorandum Relief for Failure to File Contract Retrospective Effect of Statutory Repeal

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Parties

Braid Hills Hotel Company, Limited

Petitioner

Procedural Posture

Petition Under Companies Act 1898 / Final Order on Unopposed Petition

Legal Issues

  1. 1 Whether the court can authorise the filing of a contract or memorandum in lieu of a contract where shares were issued as fully paid up for non-cash consideration but no written contract was ever made or filed, after the repeal of section 25 of the Companies Act 1867

Ratio Decidendi

Notwithstanding the repeal of section 25 of the Companies Act 1867, the Court is competent under section 1 of the Companies Act 1898 to authorise the filing of a contract or memorandum in lieu of a contract for shares issued as fully paid up for non-cash consideration, even where no written contract was ever made, if the omission was inadvertent or it is just and equitable to grant relief.

Court Disposition

Petition granted

Orders

  • Authority granted to file a memorandum in writing with the Registrar of Joint-Stock Companies specifying the consideration for which the 95 shares were issued, such memorandum to operate as if it were a sufficient contract in writing within the meaning of section 25 of the Companies Act 1867 and had been duly filed...