Sinclair v RD Fire Protection Ltd [2000] ScotCS 16 (18 January 2000)

Sinclair v RD Fire Protection Ltd [2000] ScotCS 16 (18 January 2000)

The pursuer's offer to subscribe for shares was not conditional upon full payment by Rolland Decorators Limited for its shares by 30 June 1995. The only condition was the undertaking to subscribe, which was satisfied by the allotment. The sum paid by the pursuer was for shares that were duly allotted, making him a member and director. Repayment of share capital is not permissible outside statutory procedures. The claim is irrelevant and must be dismissed.

Citation
[2000] ScotCS 16
Parties
Pursuer: W. Boyd Sinclair; Defenders: R D Fire Protection Limited
Jurisdiction
Scotland
Judgment Date
18 January 2000
Procedural Posture
Civil / Procedure Roll Debate (motion to Dismiss)
Outcome
Action dismissed
Legal Topics
Share Subscription Agreements, Allotment of Shares, Repayment of Share Capital, Interpretation of Contractual Conditions
Company Law Share Subscription Agreements Allotment of Shares Repayment of Share Capital Interpretation of Contractual Conditions

Case Brief

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Parties

W. Boyd Sinclair

Pursuer

R D Fire Protection Limited

Defenders

Procedural Posture

Civil / Procedure Roll Debate (motion to Dismiss)

Legal Issues

  1. 1 Whether the pursuer's subscription for shares was conditional upon full payment by Rolland Decorators Limited for its shares by 30 June 1995
  2. 2 Whether the pursuer is entitled to repayment of the sum paid for shares on the basis of an unsatisfied condition
  3. 3 Whether a company can repay share capital to a shareholder outside statutory procedures

Ratio Decidendi

The pursuer's offer to subscribe for shares was not conditional upon full payment by Rolland Decorators Limited for its shares by 30 June 1995. The only condition was the undertaking to subscribe, which was satisfied by the allotment. The sum paid by the pursuer was for shares that were duly allotted, making him a member and director. Repayment of share capital is not permissible outside statutory procedures. The claim is irrelevant and must be dismissed.

Court Disposition

Action dismissed

Orders

  • First plea-in-law for the defenders upheld
  • Action dismissed as irrelevant