Moir v. Thomas Duff & Co., Ltd [1900] ScotLR 37_935 (20 July 1900)

Moir v. Thomas Duff & Co., Ltd [1900] ScotLR 37_935 (20 July 1900)

The majority held that under the original articles of association, the directors had an absolute right to refuse to register any successor to a deceased member other than a purchaser. The company's offer to procure a purchaser at the fixed price deprived the pursuer of any equitable ground to insist on registration. The subsequent alteration of articles to exclude women as transferees could not retrospectively defeat the pursuer's asserted rights, but the original articles themselves excluded her claim to registration. The obligation to purchase shares, even if illegal, did not condition the right to refuse registration.

Citation
[1900] ScotLR 37_935
Parties
Pursuer: Mrs Margaret Stewart Erskine or Moir; Defender: Thomas Duff & Company, Limited
Jurisdiction
Scotland
Judgment Date
20 July 1900
Procedural Posture
Civil / Appeal From Lord Ordinary's Interlocutor; Inner House, Second Division
Outcome
Defenders assoilzied (absolved) from the first and second conclusions; cause continued as to petitory (dividend) conclusions; decree granted for payment of dividends to pursuer.
Legal Topics
Articles of Association, Share Registration, Alteration of Articles, Company Purchase of Own Shares, Succession to Shares, Ultra Vires, Arbitration Clause, Dividends
Company Law Articles of Association Share Registration Alteration of Articles Company Purchase of Own Shares Succession to Shares Ultra Vires Arbitration Clause +1 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 11 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Mrs Margaret Stewart Erskine or Moir

Pursuer

Thomas Duff & Company, Limited

Defender

Procedural Posture

Civil / Appeal From Lord Ordinary's Interlocutor; Inner House, Second Division

Legal Issues

  1. 1 Whether the pursuer as executrix of a deceased shareholder is entitled to be registered as owner of shares under the original or amended articles of association.
  2. 2 Whether the company can refuse to register the pursuer and instead offer to procure a purchaser for the shares.
  3. 3 Whether the alteration of articles to exclude women as transferees is effective against the pursuer's vested rights.

Ratio Decidendi

The majority held that under the original articles of association, the directors had an absolute right to refuse to register any successor to a deceased member other than a purchaser. The company's offer to procure a purchaser at the fixed price deprived the pursuer of any equitable ground to insist on registration. The subsequent alteration of articles to exclude women as transferees could not retrospectively defeat the pursuer's asserted rights, but the original articles themselves excluded her claim to registration. The obligation to purchase shares, even if illegal, did not condition the right to refuse registration.

Court Disposition

Defenders assoilzied (absolved) from the first and second conclusions; cause continued as to petitory (dividend) conclusions; decree granted for payment of dividends to pursuer.

Orders

  • Defenders absolved from obligation to register pursuer as shareholder.
  • Defenders ordered to pay sums of £440 and £550 to pursuer as dividends.