Thomson v. Glasgow and South-western Railway Co. [1916] ScotLR 145 (05 December 1916)

Thomson v. Glasgow and South-western Railway Co. [1916] ScotLR 145 (05 December 1916)

Deferred stockholders have no right, statutory or contractual, to have profits and dividends calculated and distributed half-yearly after the 1911 Act. The only dividend declared in February 1915 was for the whole year ending 31 December 1914, and the pursuer's right to participate in excess dividends only arises if the annual dividend exceeds 5%. The stock in question is not 'guaranteed' in the sense of the 1911 Act requiring half-yearly accounts.

Citation
[1916] ScotLR 145
Parties
Pursuer: William Thomson junior; Defender: Glasgow and South-Western Railway Company
Jurisdiction
Scotland
Judgment Date
05 December 1916
Procedural Posture
Civil / Appeal (reclaiming Motion) From Lord Ordinary
Outcome
appeal allowed; action dismissed
Legal Topics
Dividends, Shareholder Rights, Statutory Interpretation, Accounts and Returns, Deferred Stock, Preference Shares
Company Law Railway Law Dividends Shareholder Rights Statutory Interpretation Accounts and Returns Deferred Stock Preference Shares

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Parties

William Thomson junior

Pursuer

Glasgow and South-Western Railway Company

Defender

Procedural Posture

Civil / Appeal (reclaiming Motion) From Lord Ordinary

Legal Issues

  1. 1 Whether deferred stockholders are entitled to have profits and dividends calculated and distributed half-yearly or yearly after the Railway Companies (Accounts and Returns) Act 1911;
  2. 2 Whether the dividend declared in February 1915 was for the half-year or the whole year;
  3. 3 Whether the pursuer's stock is 'guaranteed' in the sense of the 1911 Act, requiring half-yearly accounts.

Ratio Decidendi

Deferred stockholders have no right, statutory or contractual, to have profits and dividends calculated and distributed half-yearly after the 1911 Act. The only dividend declared in February 1915 was for the whole year ending 31 December 1914, and the pursuer's right to participate in excess dividends only arises if the annual dividend exceeds 5%. The stock in question is not 'guaranteed' in the sense of the 1911 Act requiring half-yearly accounts.

Court Disposition

appeal allowed; action dismissed

Orders

  • Pursuer's action dismissed; defenders assoilzied from all conclusions of the summons.