Premier Briquette Co. v. Gray [1922] ScotLR 228 (03 March 1922)

Premier Briquette Co. v. Gray [1922] ScotLR 228 (03 March 1922)

The defender, by signing and delivering an irrevocable application for shares and cheque to the underwriters, authorised them to submit the application to the company. The company, acting in good faith and on the face of the documents, was entitled to allot the shares and enter the defender's name on the register. The defender is personally barred from denying the authority of the underwriters as against the company, and the absence of express intimation of acceptance of the sub-underwriting offer is not a valid defence to the company's claim.

Citation
[1922] ScotLR 228
Parties
Pursuer: Premier Briquette Company, Limited; Defender: Henry John Gray
Jurisdiction
Scotland
Judgment Date
03 March 1922
Procedural Posture
Civil (company Law, Contract) / Appeal (reclaiming Motion) From Decree of Lord Ordinary
Outcome
Defender's reclaiming motion refused; decree for pursuers affirmed.
Legal Topics
Sub Underwriting of Shares, Authority of Agent, Offer and Acceptance, Irrevocability of Application, Personal Bar/estoppel, Allotment of Shares
Company Law Contract Law Agency Law Sub Underwriting of Shares Authority of Agent Offer and Acceptance Irrevocability of Application Personal Bar/estoppel +1 more

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Parties

Premier Briquette Company, Limited

Pursuer

Henry John Gray

Defender

Procedural Posture

Civil (company Law, Contract) / Appeal (reclaiming Motion) From Decree of Lord Ordinary

Legal Issues

  1. 1 Whether the defender was contractually bound to pay instalments on shares allotted to him when no intimation of acceptance of the sub-underwriting offer was made by the underwriters
  2. 2 Whether the application for shares was a firm and unconditional application authorising the company to allot shares
  3. 3 Whether the defender was personally barred (estopped) from denying the authority of the underwriters to submit his application for shares

Ratio Decidendi

The defender, by signing and delivering an irrevocable application for shares and cheque to the underwriters, authorised them to submit the application to the company. The company, acting in good faith and on the face of the documents, was entitled to allot the shares and enter the defender's name on the register. The defender is personally barred from denying the authority of the underwriters as against the company, and the absence of express intimation of acceptance of the sub-underwriting offer is not a valid defence to the company's claim.

Court Disposition

Defender's reclaiming motion refused; decree for pursuers affirmed.

Orders

  • Defender held liable for payment of £225 as instalments due on 500 shares allotted.
  • Defences repelled; decree granted as concluded for by pursuers.