Dailu Aine-Talisker Distilleries, Ltd v. Mackenzie and Others [1910] ScotLR 717 (29 June 1910)

Dailu Aine-Talisker Distilleries, Ltd v. Mackenzie and Others [1910] ScotLR 717 (29 June 1910)

The petition is premature and incompetent because no arrangement has been proposed between the company and its members; directors cannot initiate such proceedings without shareholder approval; the court will sist the petition to allow directors to submit the scheme to a general meeting for approval, after which the statutory procedure may be properly invoked.

Citation
[1910] ScotLR 717
Parties
Petitioner: Dailuaine-Talisker Distilleries, Limited; Respondent: Thomas Mackenzie; Respondent: Alexander Wood and Others
Jurisdiction
Scotland
Judgment Date
29 June 1910
Procedural Posture
Petition / Interlocutory (competency of Petition)
Outcome
petition sisted (continued) to allow directors to submit scheme to general meeting; no final order on merits
Legal Topics
Scheme of Arrangement, Amalgamation, Liquidation, Directors' Powers, Statutory Interpretation
Company Law Corporate Restructuring Scheme of Arrangement Amalgamation Liquidation Directors' Powers Statutory Interpretation

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 3 Authorities cited 14 Party arguments 2 Amounts and remedies 10
Sign in to unlock

Parties

Dailuaine-Talisker Distilleries, Limited

Petitioner

Thomas Mackenzie

Respondent

Alexander Wood and Others

Respondent

Procedural Posture

Petition / Interlocutory (competency of Petition)

Legal Issues

  1. 1 Is the petition for meetings under section 120 of the Companies (Consolidation) Act 1908 competent when initiated by directors without prior approval of the company?
  2. 2 Does the proposed scheme constitute an arrangement between the company and its members as required by section 120?
  3. 3 Are directors empowered to initiate liquidation and amalgamation without shareholder approval?

Ratio Decidendi

The petition is premature and incompetent because no arrangement has been proposed between the company and its members; directors cannot initiate such proceedings without shareholder approval; the court will sist the petition to allow directors to submit the scheme to a general meeting for approval, after which the statutory procedure may be properly invoked.

Court Disposition

petition sisted (continued) to allow directors to submit scheme to general meeting; no final order on merits

Orders

  • Petition sisted in hoc statu; directors to submit scheme to general meeting for approval; all questions of expenses reserved