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Page 72

CHAPTER 8
MEMBERSHIP OF A COMPANY

This was more than the business was worth, and on the company going into liquidation, a misfeasance summons was taken out against the directors to obtain payment in cash for the shares. Held, the Court could not enquire into the value of the property taken in exchange for shares, if the company has acted honestly, and not colourably, and has not been imposed upon by the vendor so as to be entitled to be relieved from its bargain.
The Court can, however, go behind the agreement (1) if the agreement has been induced by fraud, (2) if the consideration is illusory, or (3) if on the face of the agreement the consideration was inadequate. " If the agreement were that the property to be purchased should be valued, and that against this property shares should be issued as fully paid to an extent exceeding the amount of the valuation by one-third, the arrangement would . . . be bad as to this excess of one-third. It would to this extent be apparent on the face of the contract that the attempted discharge of a part of the liability was illusory." (27)
When shares are issued in pursuance of a contract registered unders. 42, and the allottee also subscribes the memorandum for the same number of shares, care should be taken to see that the agreement makes it clear that the shares for which the memorandum is signed are the same as those referred to in the agreement, otherwise both lots of shares will have to be paid for. (28) To prevent this from happening, it is usual for the allottee under the agreement not to subscribe the memorandum.

ISSUE OF SHARES AT DISCOUNT
The shareholder must pay the full nominal value of his shares, whether he pays in cash or in kind, and, subject to the exception stated below, is not allowed to obtain his shares from the company at a discount. " The dominant and cardinal principle of [the Companies] Acts is that the investor shall purchase immunity from liability beyond a certain limit on the terms that there shall be and remain a liability up to that limit " (29)

Ooregum Gold Mining Co. of India v. Roper. [1892] A. C. 125. The market value of the £1 ordinary shares of a company was 2s. 6d. The company thereupon issued preference shares of £1 each, with 15s. credited as paid, leaving a liability of only 58. a share. A contract to this effect was registered under the Companies Act, 1867, s. 25 (now replaced by s. 42). Held, the issue was ultra vires, and the allottees were liable to pay for the shares in full.

27 Per Sargant, J., in Hong Kong and China Gas Co. v. Glen, [1914] 1 Ch. at p. 539.
28 Fothergill's Case (1873), L. R. 8 Ch. 270.
29 Per Lord Ms ena,ahten, [1892] A. C. at p. 145, quoting Buckley's Companies Acts.

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where is HTML where is HEAD where is TITLE This was more than what is business was worth, and on what is company going into liquidation, a misfeasance summons was taken out against what is directors to obtain payment in cash for what is shares. Held, what is Court could not enquire into what is value of what is property taken in exchange for shares, if what is company has acted honestly, and not colourably, and has not been imposed upon by what is vendor so as to be entitled to be relieved from its bargain. what is Court can, however, go behind what is agreement (1) if what is agreement has been induced by fraud, (2) if what is consideration is illusory, or (3) if on what is face of what is agreement what is consideration was inadequate. " If what is agreement were that what is property to be purchased should be valued, and that against this property shares should be issued as fully paid to an extent exceeding what is amount of what is valuation by one-third, what is arrangement would . . . be bad as to this excess of one-third. It would to this extent be apparent on what is face of what is contract that what is attempted discharge of a part of what is liability was illusory." (27) When shares are issued in pursuance of a contract registered unders. 42, and what is allottee also subscribes what is memorandum for what is same number of shares, care should be taken to see that what is agreement makes it clear that what is shares for which what is memorandum is signed are what is same as those referred to in what is agreement, otherwise both lots of shares will have to be paid for. (28) To prevent this from happening, it is usual for what is allottee under what is agreement not to subscribe what is memorandum. ISSUE OF SHARES AT DISCOUNT what is shareholder must pay what is full nominal value of his shares, whether he pays in cash or in kind, and, subject to what is exception stated below, is not allowed to obtain his shares from what is company at a discount. " what is dominant and cardinal principle of [the Companies] Acts is that what is investor shall purchase immunity from liability beyond a certain limit on what is terms that there shall be and remain a liability up to that limit " (29) Ooregum Gold Mining Co. of India v. Roper. [1892] A. C. 125. what is market value of what is £1 ordinary shares of a company was 2s. 6d. what is company thereupon issued preference shares of £1 each, with 15s. credited as paid, leaving a liability of only 58. a share. A contract to this effect was registered under what is Companies Act, 1867, s. 25 (now replaced by s. 42). Held, what is issue was ultra vires, and what is allottees were liable to pay for what is shares in full. 27 Per Sargant, J., in Hong Kong and China Gas Co. v. Glen, [1914] 1 Ch. at p. 539. 28 Fothergill's Case (1873), L. R. 8 Ch. 270. 29 Per Lord Ms ena,ahten, [1892] A. C. at p. 145, quoting Buckley's Companies Acts. 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 72 where is strong CHAPTER 8 MEMBERSHIP OF A COMPANY where is p align="justify" This was more than what is business was worth, and on what is company going into liquidation, a misfeasance summons was taken out against what is directors to obtain payment in cash for what is shares. Held, what is Court could not enquire into what is value of what is property taken in exchange for shares, if what is company has acted honestly, and not colourably, and has not been imposed upon by what is vendor so as to be entitled to be relieved from its bargain. what is Court can, however, go behind what is agreement (1) if what is agreement has been induced by fraud, (2) if what is consideration is illusory, or (3) if on what is face of what is agreement what is consideration was inadequate. " If what is agreement were that what is property to be purchased should be valued, and that against this property shares should be issued as fully paid to an extent exceeding what is amount of what is valuation by one-third, what is arrangement would . . . be bad as to this excess of one-third. It would to this extent be apparent on what is face of what is contract that what is attempted discharge of a part of what is liability was illusory." (27) When shares are issued in pursuance of a contract registered unders. 42, and what is allottee also subscribes what is memorandum for what is same number of shares, care should be taken to see that what is agreement makes it clear that what is shares for which what is memorandum is signed are what is same as those referred to in what is agreement, otherwise both lots of shares will have to be paid for. (28) To prevent this from happening, it is usual for what is allottee under what is agreement not to subscribe what is memorandum. ISSUE OF SHARES AT DISCOUNT what is shareholder must pay what is full nominal value of his shares, whether he pays in cash or in kind, and, subject to what is exception stated below, is not allowed to obtain his shares from what is company at a discount. " what is dominant and cardinal principle of [the Companies] Acts is that what is investor shall purchase immunity from liability beyond a certain limit on what is terms that there shall be and remain a liability up to that limit " (29) Ooregum Gold Mining Co. of India v. Roper. [1892] A. C. 125. what is market value of what is £1 ordinary shares of a company was 2s. 6d. what is company thereupon issued preference shares of £1 each, with 15s. credited as paid, leaving a liability of only 58. a share. A contract to this effect was registered under what is Companies Act, 1867, s. 25 (now replaced by s. 42). Held, what is issue was ultra vires, and what is allottees were liable to pay for what is shares in full. 27 Per Sargant, J., in Hong Kong and China Gas Co. v. Glen, [1914] 1 Ch. at p. 539. 28 Fothergill's Case (1873), L. R. 8 Ch. 270. 29 Per Lord Ms ena,ahten, [1892] A. C. at p. 145, quoting Buckley's Companies Acts. where is Server.Execute("_SiteMap.asp") %

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