The Gazette 1961

shop improvement. The plaintiffs were accordingly

entitled to an injunction sought.

Practice—Appeal—Chief Land Registrar

rehearing or

trial de novo.

An appeal from the Chief Land Registrar to the

nominated judge of the Chancery Division under

R.S.C., Ord. 54d. r. 6, is a rehearing, not a

trial de

novo

but the judge may admit new oral or affidavit

evidence.

Per

Russell J. :

There should be a system at the

hearing by the Chief Land Registrar by which he

makes the equivalent of a judge's note of the evidence

which will be made available to the parties for the

purpose of an appeal. The alternative is a short–

hand note by an official of the Registry present at

the hearing, available to the parties. On an appeal

from the Chief Land Registrar the question arose

whether further evidence should be admitted.

Held,

that though the appeal was a rehearing on the

evidence before the Chief Land Registrar, further

evidence could be admitted at the appeal judge's

discretion;

Gilberts Application

(1961)

W-L.R. 822 :

105 S.J. 322 :

("1961) 2 All E.R. 313

Russel J.

Stamp Duties—conveyance if property other than that

sold.

(Stamp Act,

1891

Sched. I.)

For a conveyance to be charged with

ad valorem

stamp duty as a conveyance on sale it must be a

conveyance of the property which has been sold,

not of any other property.

Co. A. bought, but took no transfer of, all the

shares in Co. B, which the vendor shareholders then

put into liquidation, authorising the liquidator to

transfer the assets to Co. A. The liquidator conveyed

Co. B's land to Co. A accordingly and contended

that the conveyance need only be stamped ios.,

whereas

the I.L.C. contended

that it must be

stamped

ad valorem

as a conveyance on sale.

Held,

that as the land was never sold, but only the shares

in Co. B, the conveyance was not a conveyance on

sale, and so need not be stamped

ad valorem,

but was

a " conveyance or transfer of any kind not herein–

before described " within the ist Schedule to the

Stamp Act, 1891 and so liable only to a ios. stamp.

Henty & Constable

(Brewers)

(In Voluntary

Liquidation)

I.R.C., 105 S.J. 466 (1961) 2 All

E.R. 372, Buckley J.

Conveyance—take over bid.

(Stamp Act,

1891,

54,

Sch. I; Companies Act,

1948, j-. 209).

The head " Conveyance or transfer on sale " in

Sch. i to the Stamp Act, 1891, means a conveyance

or transfer on a contractual sale where the minds

have met, not a

transfer made under statutory

compulsion.

Therefore, where a purchaser has

obtained the consent of the holders of 90 per cent,

of the shares in a company to sell their shares to

him and then appoints a nominee to transfer the

rest to him compulsorily under s.

209 of the

Companies Act, 1948, that transfer is not a " transfer

on sale " and need be stamped only ios. But the

transfers by the other shareholders are transfers on

sale and must be stamped

ad valorem,

even though

the agreement with them is conditional on 90 per

cent, acceptance of the offer and the transfers are

executed before that condition is fulfilled.

Co. X made an offer for all the stock in Co. Y

at 403. 6d. a unit, conditional on. 90 per cent,

acceptances, and the holders of most of the stock

executed transfers to Co. X against a promise to

retransfer if the offer did not become binding.

Later, acceptances were received for 90 per cent, of

the stock and thereon Co. X's nominee transferred

the rest to Co. X under s. 209 of the Companies

Act, 1948.

Held

that the last transfer need be

stamped only ios. but that the other transfers, even

though made before the offer became binding, must

be stamped

ad valorem.

Ridge Nominees

I.R.C.

(1961) 2 All E.R. 354 Buckley J.

Agency—commission—"terms acceptable

to vendor "—

" subject to contract".

In Martin Gale & Wright

Buswell (May 17,

1961) a house owner instructed estate agents to

offer her house for sale, commission being payable

" in the event of the agents introducing the property

to anyone prepared to purchase ... on terms

acceptable to you ". An offer was made " subject

to contract" but before completion the vendor-

decided not to proceed with the sale. The Court

of Appeal (Pearse, Upjohn and Donovan L.J.J.)

held

affirming the county court judge, that the words

" subject to contract " meant that the offer was of

an unstable character, and in the absence of a signed

contract

tendered by

the purchase,

there was

nothing in the agreement that gave the agents a

right to commission for introducing a person

prepared to purchase on terms which at one time

were acceptable to the vendor but which were not

so at the time of the conditional offer, and con–

sequently the claim failed.

(D.C.) See also 105 S.J.

466.

Contract—mistake—rectification—unilateral mistake.

In A. Roberts & Co.

Leicester County Council

(May 3rd, 1961) in January, 1953, the defendants

advertised for tenders for the erection of a school

and subsequently they resolved to accept a tender