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Page 64

CHAPTER 8
MEMBERSHIP OF A COMPANY

given empioyment with the company,(10) or on his verification of the value of the company's assets abroad. (11) If the condition is not fulfilled, the applicant will be under no liability to take the shares.

Simpson's Case (1869), L. R. 4 Ch. 184. S., a builder, wrote to a hotel company offering to take up 300 shares if the contract for the alterations to the hotel were given to him. His offer was accepted, 300 shares were allotted to him, and a resolution of the directors passed that he should have the contract. S. paid his deposit on the shares and attended two meetings of shareholders to see that the contract was allotted to him. No such contract was ever made, and the company went into liquidation. Held, S. was not liable as a contributory for the 300 shares, because (1) his agreement to take the shares was conditional on the contract for alterations being given to him; (2) the directors' resolution was not a fulfilment of that condition; (3) his attendance at the meetings had not waived the condition.

A conditional application must be carefully distinguished from an application for shares coupled with a collateral agreement or a condition subsequent. In the latter cases the applicant becomes a shareholder with the right merely of suing the company on the collateral agreement or condition subsequent.

Elkington's Case (1867), L. R. 2 Ch. 511. E. made an agreement with the company that he should apply for shares on which he should only pay 30s, a share in cash, the balance to be set off against goods he should supply to the company. He then sent in an application for the shares, making no reference to the agreement, and shares were allotted by the ordinary letter of allotment. E. paid 30s. on each share, received his share certificates, and was entered on the register. No goods were ordered, and the company was wound up. Held, E. was liable as a contributory, the agreement as to the supply of goods being only collateral to his contract to take the shares.

Stamp.-A letter of allotment must be stamped ls.,(12) unless it relates to shares of a nominal value of less than £5, when a twopenny stamp is required. (13) An unstamped letter of allotment will constitute an acceptance of an application for shares. (14)

Method of Allotment.-Allotment is usually made by the directors at a board meeting, in pursuance of a power in that behalf in the articles. Even if the allotment is irregular owing to some informality in the constitution of the board it will in most cases be binding on the company, either because of a clause in the articles enabling the de facto directors to act, or because of the subsequent ratification by a properly constituted board. (15)

10 Rogers' Case (1868), L. R. 3 Ch. 633.
11 Humphrey and Denman, Ltd. v. Kavanagh (1925). 41 T. L. R. 378.
12 Finance Act, 1899, s. 9; Finance Act, 1947, s. 52.
13 Stamp Act, 1891, s. 79, and Sched. I.
14 Re Whitley Partners (1879), 28 W. R. 241.
15 Portuguese Consolidated Copper Mines (1889), 42 Ch. D. 160.

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where is HTML where is HEAD where is TITLE given empioyment with what is company,(10) or on his verification of what is value of what is company's assets abroad. (11) If what is condition is not fulfilled, what is applicant will be under no liability to take what is shares. Simpson's Case (1869), L. R. 4 Ch. 184. S., a builder, wrote to a hotel company offering to take up 300 shares if what is contract for what is alterations to what is hotel were given to him. His offer was accepted, 300 shares were allotted to him, and a resolution of what is directors passed that he should have what is contract. S. paid his deposit on what is shares and attended two meetings of shareholders to see that what is contract was allotted to him. No such contract was ever made, and what is company went into liquidation. Held, S. was not liable as a contributory for what is 300 shares, because (1) his agreement to take what is shares was conditional on what is contract for alterations being given to him; (2) what is directors' resolution was not a fulfilment of that condition; (3) his attendance at what is meetings had not waived what is condition. A conditional application must be carefully distinguished from an application for shares coupled with a collateral agreement or a condition subsequent. In what is latter cases what is applicant becomes a shareholder with what is right merely of suing what is company on what is collateral agreement or condition subsequent. Elkington's Case (1867), L. R. 2 Ch. 511. E. made an agreement with what is company that he should apply for shares on which he should only pay 30s, a share in cash, what is balance to be set off against goods he should supply to what is company. He then sent in an application for what is shares, making no reference to what is agreement, and shares were allotted by what is ordinary letter of allotment. E. paid 30s. on each share, received his share certificates, and was entered on what is register. No goods were ordered, and what is company was wound up. Held, E. was liable as a contributory, what is agreement as to what is supply of goods being only collateral to his contract to take what is shares. Stamp.-A letter of allotment must be stamped ls.,(12) unless it relates to shares of a nominal value of less than £5, when a twopenny stamp is required. (13) An unstamped letter of allotment will constitute an acceptance of an application for shares. (14) Method of Allotment.-Allotment is usually made by what is directors at a board meeting, in pursuance of a power in that behalf in what is articles. Even if what is allotment is irregular owing to some informality in what is constitution of what is board it will in most cases be binding on what is company, either because of a clause in what is articles enabling what is de facto directors to act, or because of what is subsequent ratification by a properly constituted board. (15) 10 Rogers' Case (1868), L. R. 3 Ch. 633. 11 Humphrey and Denman, Ltd. v. Kavanagh (1925). 41 T. L. R. 378. 12 Finance Act, 1899, s. 9; Finance Act, 1947, s. 52. 13 Stamp Act, 1891, s. 79, and Sched. I. 14 Re Whitley Partners (1879), 28 W. R. 241. 15 Portuguese Consolidated Copper Mines (1889), 42 Ch. D. 160. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 64 where is strong CHAPTER 8 MEMBERSHIP OF A COMPANY where is p align="justify" given empioyment with what is company,(10) or on his verification of what is value of what is company's assets abroad. (11) If what is condition is not fulfilled, what is applicant will be under no liability to take what is shares. Simpson's Case (1869), L. R. 4 Ch. 184. S., a builder, wrote to a hotel company offering to take up 300 shares if what is contract for what is alterations to what is hotel were given to him. His offer was accepted, 300 shares were allotted to him, and a resolution of what is directors passed that he should have what is contract. S. paid his deposit on what is shares and attended two meetings of shareholders to see that what is contract was allotted to him. No such contract was ever made, and what is company went into liquidation. Held, S. was not liable as a contributory for what is 300 shares, because (1) his agreement to take what is shares was conditional on what is contract for alterations being given to him; (2) what is directors' resolution was not a fulfilment of that condition; (3) his attendance at what is meetings had not waived what is condition. A conditional application must be carefully distinguished from an application for shares coupled with a collateral agreement or a condition subsequent. In what is latter cases what is applicant becomes a shareholder with what is right merely of suing what is company on what is collateral agreement or condition subsequent. Elkington's Case (1867), L. R. 2 Ch. 511. E. made an agreement with what is company that he should apply for shares on which he should only pay 30s, a share in cash, what is balance to be set off against goods he should supply to what is company. He then sent in an application for what is shares, making no reference to what is agreement, and shares were allotted by what is ordinary letter of allotment. E. paid 30s. on each share, received his share certificates, and was entered on what is register. No goods were ordered, and what is company was wound up. Held, E. was liable as a contributory, what is agreement as to what is supply of goods being only collateral to his contract to take what is shares. Stamp.-A letter of allotment must be stamped ls.,(12) unless it relates to shares of a nominal value of less than £5, when a twopenny stamp is required. (13) An unstamped letter of allotment will constitute an acceptance of an application for shares. (14) Method of Allotment.-Allotment is usually made by what is directors at a board meeting, in pursuance of a power in that behalf in what is articles. Even if what is allotment is irregular owing to some informality in what is constitution of what is board it will in most cases be binding on what is company, either because of a clause in what is articles enabling what is de facto directors to act, or because of what is subsequent ratification by a properly constituted board. (15) 10 Rogers' Case (1868), L. R. 3 Ch. 633. 11 Humphrey and Denman, Ltd. v. Kavanagh (1925). 41 T. L. R. 378. 12 Finance Act, 1899, s. 9; Finance Act, 1947, s. 52. 13 Stamp Act, 1891, s. 79, and Sched. I. 14 Re Whitley Partners (1879), 28 W. R. 241. 15 Portuguese Consolidated Copper Mines (1889), 42 Ch. D. 160. where is Server.Execute("_SiteMap.asp") %

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