154:. That was a case in which trustees bought shares in a company whose articles provided "that the company should have a first and paramount charge on the shares of any shareholder for all moneys owing to the company from him alone or jointly with any other person, and that when a share was held by more persons than one the company should have a like lien and charge thereon in respect of all moneys so owing to them from all or any of the holders thereof alone or jointly with any other person." One of the trustees was a partner in a firm which afterwards went into liquidation, at a time at which it owed the company a debt which had arisen long after the registration of the shares in the names of the trustees. It was held that the shares were subject to the lien mentioned for the benefit of the company, notwithstanding the interest of the cestuis que trust which was said to be paramount. If there had been any substance in the suggestion now made, namely, that the right to the lien was the right to an executory lien arising from time to time as the necessity for it arose, it might have been put forward in that case; but the decision was based on a ground inconsistent with any such contention, namely, that the shares were subjected to this particular lien in their inception and as one of their incidents. Jessel M.R. likened it to the case of a lease. Holker L.J. said:
144:
all, that such provisions are repugnant to absolute ownership. It is said, further, that they tend to perpetuity. They are likened to the case of a settlor or testator who settles or gives a sum of money subject to executory limitations which are to arise in the future, interpreting the articles as if they provided that if at any time hereafter, during centuries to come, the company should desire the shares of a particular person, not being a manager or assistant, he must sell them. To my mind that is applying to company law a principle which is wholly inapplicable thereto. It is the first time that any such suggestion has been made, and it rests, I think, on a misconception of what a share in a company really is. A share, according to the plaintiff's argument, is a sum of money which is dealt with in a particular manner by what are called for the purpose of argument executory limitations. To my mind it is nothing of the sort. A share is the interest of a shareholder in the company measured by a sum of money, for the purpose of liability in the first place, and of interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholders inter se in accordance with s 16 of the
148:. The contract contained in the articles of association is one of the original incidents of the share. A share is not a sum of money settled in the way suggested, but is an interest measured by a sum of money and made up of various rights contained in the contract, including the right to a sum of money of a more or less amount. That view seems to me to be supported by the authority of
179:
in 1760, or thereabouts, entered into a covenant with the first Lord Clive, that in the event of the company ceasing to be the possessors of the Bengal territories they would repay to Lord Clive, his executors or administrators, a sum of about eight lacs of rupees, which had been transferred to them
143:
It is said that the provisions of these articles compel a man at any time during the continuance of this company to sell his shares to particular persons at a particular price to be ascertained in the manner prescribed in the articles. Two arguments have been founded on that. It is said, first of
134:
rejected
Borland Trustee's argument and held the article was valid. The transfer could be made, because the contract engendered in the articles of association are prior to the rights contained in a share. He said the argument that the article was repugnant to absolute ownership needed to assert,
116:. Mr JE Borland held 73 ÂŁ100 shares and went bankrupt, and so the company gave Borland's trustee in bankruptcy notice of the transfer. The trustee argued the article was void because it compromised ownership and property rights which tended to perpetuity, against the
135:
wrongly, that a share is a sum of money dealt with by executory limitations. But in fact a share is an interest and consists of 'a series of mutual covenants entered into by all the shareholders inter se in accordance with section 16 of the
162:
Then it is said that this is contrary to the rule against perpetuity. Now, in my opinion the rule against perpetuity has no application whatever to personal contracts. If authority is necessary for that, the case of
150:
331:
319:
171:
158:"It seems to me that the shares having been purchased on those terms and conditions, it is impossible for the cestuis que trust to say that those terms and conditions are not to be observed."
395:
17:
343:
305:
184:, the question of perpetuity was put forward tentatively in argument in the House of Lords; but Lord Cairns with his usual discretion did not press it.
372:
278:
693:"Cambridge Gas Transport Corp v Official Committee of Unsecured Creditors (of Navigator Navigator Holdings Plc and Others) [2006] UKPC 26"
579:
438:
165:
529:
491:
187:...the trustee is as much bound by these personal obligations of the bankrupt as the bankrupt himself, if he were not bankrupt, would be.
204:
746:
180:
for certain particular purposes. The actual event did not happen till nearly a century later; and, as Lord
Selborne pointed out in
543:
199:
139:.' The argument about perpetuity has no application because the rule against perpetuities does not apply to personal contracts.
237:
751:
431:
92:. It is also one of the rare exceptions to the rule that a transfer of assets which only takes effect upon a person's
729:
555:
424:
205:
Cambridge Gas
Transport Corp v Official Committee of Unsecured Creditors (of Navigator Holdings Plc and Others)
112:
said if a member went bankrupt his shares would be transferred to designated persons at a fair price not above
505:
761:
354:
602:
230:
756:
719:, 'Some fundamental legal conceptions as applied in judicial reasoning' (1913) 23 Yale Law Journal 16
117:
175:. A stronger instance of the unlimited extent of personal liability could hardly be cited; the Old
618:
455:
109:
385:
368:
295:
266:
131:
61:
623:
223:
169:
is a direct authority of the House of Lords; and to my mind an even stronger case is that of
88:
case, concerning the enforceability of a company's constitution and the nature of a company
120:. It requested an injunction against the share transfer at all, or at anything less than a
8:
479:
591:
381:
364:
291:
176:
145:
136:
628:
692:
567:
517:
254:
89:
613:
467:
407:
85:
740:
416:
215:
716:
97:
93:
113:
198:
The case was cited with approval in the decision of the
307:
Scottish
Insurance Corp v Wilsons & Clyde Coal Ltd
673:Challis on Real Property, 2nd ed., App. V. p. 401
738:
581:Attorney General of Belize v Belize Telecom Ltd
280:Borland’s Trustee v Steel Brothers & Co Ltd
81:Borland's Trustee v Steel Brothers & Co Ltd
32:Borland's Trustee v Steel Brothers & Co Ltd
18:Borland’s Trustee v Steel Brothers & Co Ltd
446:
493:Automatic Self-Clean. Filter Ltd v Cuninghame
432:
245:
231:
151:New London and Brazilian Bank v Brocklebank
531:Hickman v Kent Sheep-Breeders’ Association
439:
425:
238:
224:
544:Southern Foundries (1926) Ltd v Shirlaw
332:Will v United Lankat Plantations Co Ltd
320:Dimbula Valley (Ceylon) Tea Co v Laurie
14:
739:
420:
219:
730:LLB Lecture Notes – what is a share?
172:Walsh v Secretary of State for India
24:
25:
773:
723:
396:Re Scandinavian Banking Group plc
191:
747:United Kingdom company case law
556:Harold Holdsworth Ltd v Caddies
685:
676:
667:
658:
649:
640:
506:Quin & Axtens Ltd v Salmon
13:
1:
710:
355:Second Company Law Directive
7:
752:High Court of Justice cases
344:Re Bradford Investments Ltd
211:
126:
73:Share, company constitution
10:
778:
447:Company constitution cases
599:
589:
576:
564:
552:
540:
526:
514:
502:
488:
476:
464:
452:
404:
392:
379:
362:
352:
340:
328:
316:
302:
289:
275:
263:
251:
246:Sources on company shares
118:rule against perpetuities
72:
67:
57:
52:
44:
36:
31:
634:
103:
619:Capacity in English law
456:Attorney General v Davy
202:in the leading case of
110:articles of association
267:Andrews v Gas Meter Co
189:
160:
624:Agency in English law
258:(1889) 14 App Cas 525
156:
141:
646:See now CA 2006 s 33
208:UKPC 26, 1 AC 508.
762:1901 in British law
480:Pender v Lushington
592:Companies Act 2006
382:Companies Act 2006
365:Companies Act 2006
292:Companies Act 2006
177:East India Company
146:Companies Act 1862
137:Companies Act 1862
655:1 Ch 279, 287-291
629:Navigator Gas LLC
609:
608:
414:
413:
108:Steel Bros Ltd's
77:
76:
16:(Redirected from
769:
757:1901 in case law
705:
704:
702:
700:
689:
683:
680:
674:
671:
665:
662:
656:
653:
647:
644:
582:
532:
494:
483:(1877) 6 Ch D 70
471:(1758) 97 ER 426
459:(1741) 2 Atk 212
441:
434:
427:
418:
417:
308:
281:
240:
233:
226:
217:
216:
53:Court membership
29:
28:
21:
777:
776:
772:
771:
770:
768:
767:
766:
737:
736:
726:
713:
708:
698:
696:
691:
690:
686:
682:10 H. L. C. 367
681:
677:
672:
668:
663:
659:
654:
650:
645:
641:
637:
610:
605:
595:
585:
580:
572:
568:Bushell v Faith
560:
548:
536:
530:
522:
518:Barron v Potter
510:
498:
492:
484:
472:
460:
448:
445:
415:
410:
400:
388:
375:
358:
348:
336:
324:
312:
306:
298:
285:
279:
271:
259:
255:Birch v Cropper
247:
244:
214:
196:
129:
106:
23:
22:
15:
12:
11:
5:
775:
765:
764:
759:
754:
749:
735:
734:
732:
725:
724:External links
722:
721:
720:
712:
709:
707:
706:
684:
675:
666:
657:
648:
638:
636:
633:
632:
631:
626:
621:
616:
614:UK company law
607:
606:
603:UK company law
600:
597:
596:
590:
587:
586:
577:
574:
573:
565:
562:
561:
553:
550:
549:
541:
538:
537:
527:
524:
523:
515:
512:
511:
503:
500:
499:
489:
486:
485:
477:
474:
473:
468:R v Richardson
465:
462:
461:
453:
450:
449:
444:
443:
436:
429:
421:
412:
411:
408:UK company law
405:
402:
401:
393:
390:
389:
380:
377:
376:
363:
360:
359:
353:
350:
349:
341:
338:
337:
329:
326:
325:
317:
314:
313:
303:
300:
299:
290:
287:
286:
276:
273:
272:
264:
261:
260:
252:
249:
248:
243:
242:
235:
228:
220:
213:
210:
195:
190:
128:
125:
105:
102:
86:UK company law
84:1 Ch 279 is a
75:
74:
70:
69:
65:
64:
59:
55:
54:
50:
49:
46:
42:
41:
38:
34:
33:
9:
6:
4:
3:
2:
774:
763:
760:
758:
755:
753:
750:
748:
745:
744:
742:
733:
731:
728:
727:
718:
715:
714:
694:
688:
679:
670:
664:21 Ch. D. 302
661:
652:
643:
639:
630:
627:
625:
622:
620:
617:
615:
612:
611:
604:
598:
593:
588:
584:
583:
575:
570:
569:
563:
558:
557:
551:
546:
545:
539:
534:
533:
525:
520:
519:
513:
508:
507:
501:
496:
495:
487:
482:
481:
475:
470:
469:
463:
458:
457:
451:
442:
437:
435:
430:
428:
423:
422:
419:
409:
403:
398:
397:
391:
387:
383:
378:
374:
370:
366:
361:
356:
351:
346:
345:
339:
334:
333:
327:
322:
321:
315:
310:
309:
301:
297:
293:
288:
283:
282:
274:
269:
268:
262:
257:
256:
250:
241:
236:
234:
229:
227:
222:
221:
218:
209:
207:
206:
201:
200:Privy Council
194:
193:Cambridge Gas
188:
185:
183:
182:Witham v Vane
178:
174:
173:
168:
167:
166:Witham v Vane
159:
155:
153:
152:
147:
140:
138:
133:
124:
123:
119:
115:
111:
101:
99:
95:
91:
87:
83:
82:
71:
66:
63:
60:
58:Judge sitting
56:
51:
47:
43:
39:
35:
30:
27:
19:
697:. Retrieved
687:
678:
669:
660:
651:
642:
578:
566:
554:
542:
528:
516:
504:
490:
478:
466:
454:
394:
342:
330:
318:
304:
277:
265:
253:
203:
197:
192:
186:
181:
170:
164:
161:
157:
149:
142:
130:
121:
107:
96:is normally
80:
79:
78:
26:
741:Categories
717:WN Hohfeld
711:References
384:ss 10 and
294:ss 33 and
122:fair value
94:bankruptcy
40:High Court
559:1 WLR 352
357:77/91/EEC
132:Farwell J
114:par value
62:Farwell J
695:. BAILII
535:1 Ch 881
521:1 Ch 895
347:BCLC 224
284:1 Ch 279
270:1 Ch 361
212:See also
127:Judgment
68:Keywords
48:1 Ch 279
45:Citation
571:AC 1099
497:2 Ch 34
373:561-571
369:549-551
699:31 May
547:AC 701
509:AC 442
323:Ch 353
311:AC 462
635:Notes
399:Ch 87
335:AC 11
296:282-4
104:Facts
90:share
37:Court
701:2015
601:see
594:s 33
406:see
371:and
98:void
386:617
367:ss
743::
100:.
703:.
440:e
433:t
426:v
239:e
232:t
225:v
20:)
Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.