Howling's Trustees v. Smith [1905] ScotLR 42_321 (14 January 1905)

Howling's Trustees v. Smith [1905] ScotLR 42_321 (14 January 1905)

Trustees of a deceased shareholder, as contributories, have title to challenge the validity of the appointment of a liquidator. The appointment was invalid because the special resolution was passed without the quorum required by the articles of association, despite compliance with statutory requirements.

Citation
[1905] ScotLR 42_321
Parties
Complainers/reclaimers: Abram Edward Howling and others, trustees of the late Abraham Howling; Respondent: A. Davidson Smith, C.A., Edinburgh
Jurisdiction
Scotland
Judgment Date
14 January 1905
Procedural Posture
Note of Suspension and Interdict / Appeal/reclaiming Motion
Outcome
Appeal allowed; interlocutors recalled; interdict granted against respondent.
Legal Topics
Liquidation, Appointment of Liquidator, Irregularity in Appointment, Title of Trustees, Contributories, Companies Act 1862
Company Law Liquidation Appointment of Liquidator Irregularity in Appointment Title of Trustees Contributories Companies Act 1862

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Parties

Abram Edward Howling and others, trustees of the late Abraham Howling

Complainers/reclaimers

A. Davidson Smith, C.A., Edinburgh

Respondent

Procedural Posture

Note of Suspension and Interdict / Appeal/reclaiming Motion

Legal Issues

  1. 1 Whether trustees of a deceased shareholder have title to challenge the appointment of a liquidator
  2. 2 Whether the appointment of the liquidator was valid given the lack of quorum as required by the articles of association

Ratio Decidendi

Trustees of a deceased shareholder, as contributories, have title to challenge the validity of the appointment of a liquidator. The appointment was invalid because the special resolution was passed without the quorum required by the articles of association, despite compliance with statutory requirements.

Court Disposition

Appeal allowed; interlocutors recalled; interdict granted against respondent.

Orders

  • Recall of previous interlocutors
  • Sustain pleas-in-law for complainers