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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;
Re
Gilberts Application
(1961)
i
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
s.
54
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)
v.
I.R.C., 105 S.J. 466 (1961) 2 All
E.R. 372, Buckley J.
Conveyance—take over bid.
(Stamp Act,
1891,
s.
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
v.
I.R.C.
(1961) 2 All E.R. 354 Buckley J.
Agency—commission—"terms acceptable
to vendor "—
" subject to contract".
In Martin Gale & Wright
v.
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.
v.
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
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