Sleigh and Mackirdy v. Glasgow and Transvaal Options, Ltd [1904] ScotLR 41_218 (19 January 1904)

Sleigh and Mackirdy v. Glasgow and Transvaal Options, Ltd [1904] ScotLR 41_218 (19 January 1904)

The petitioners failed to prove that they applied for shares on the faith of a statutory prospectus or that the document contained actionable misrepresentations. The document was not a prospectus under Companies Act 1900, as it lacked an invitation to apply for shares and was not issued to the public. Section 35 of Companies Act 1862 does not permit rectification for rescission based on misrepresentation; such remedy requires an action of reduction. The company was not responsible for pre-incorporation representations unless adopted, which was not established.

Citation
[1904] ScotLR 41_218
Parties
Petitioner: Charles William Sleigh; Petitioner: William Augustus Scott Mackirdy; Respondent: Glasgow and Transvaal Options, Limited
Jurisdiction
Scotland
Judgment Date
19 January 1904
Procedural Posture
Petition for Rectification of Register / Final Judgment
Outcome
petition refused
Legal Topics
Rectification of Register, Misrepresentation, Prospectus Liability, Company Promoters, Statutory Compliance
Company Law Rectification of Register Misrepresentation Prospectus Liability Company Promoters Statutory Compliance

Case Brief

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Parties

Charles William Sleigh

Petitioner

William Augustus Scott Mackirdy

Petitioner

Glasgow and Transvaal Options, Limited

Respondent

Procedural Posture

Petition for Rectification of Register / Final Judgment

Legal Issues

  1. 1 Whether the petitioners' names were entered in the register without sufficient cause under Companies Act 1862, section 35
  2. 2 Whether the document issued was a 'prospectus' under Companies Act 1900, section 30
  3. 3 Whether misrepresentations or omissions in the alleged prospectus justify removal from the register

Ratio Decidendi

The petitioners failed to prove that they applied for shares on the faith of a statutory prospectus or that the document contained actionable misrepresentations. The document was not a prospectus under Companies Act 1900, as it lacked an invitation to apply for shares and was not issued to the public. Section 35 of Companies Act 1862 does not permit rectification for rescission based on misrepresentation; such remedy requires an action of reduction. The company was not responsible for pre-incorporation representations unless adopted, which was not established.

Court Disposition

petition refused

Orders

  • prayer for rectification of register refused
  • no order for repayment of consideration