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owned by the developer. The developer forged the
petitioner's signature to the transfer. The accounts
showed that the company made no profit in the trans-
action. Company B sold the two acres to Company C
which also belonged to the developer, and all the devel-
oper's shares in Company C were subsequently sold by
him to Mr. D, for £15,000, making a net profit of
£14,280.
The petitioner was interested to develop houses in
Whitestrand Road, Galway, held by Company E in
which the developer held most of the shares. The
developer wished that the Westwinds Company should
guarantee payment to Allied Irish Banks of the over-
draft granted to Company E, and fraudulent minutes
were furnished to the Bank, stating that the petitioner
had been present, although he had not, and that the
guarantee had allegedly been signed by him. The reso-
lution also authorised the developer to deposit the title-
deeds by way of equitable mortgage to the Bank. The
developer certified that a true copy of the minutes had
been delivered to the Bank, and, as he wished to con-
ceal the business being transacted from the petitioner,
he did not notify him. Apart from that, there were a
number of meetings of the company and of the direc-
tors, and the petitioner was never notified; the minutes
of the meetings held in 1970 and in 1971 were not
signed, and from 1972, they were signed by the devel-
oper. At a meeting in March 1973, at which the
developer and his wife were present, it was resolved
that the petitioner be removed from office as secretary
and director and the developer was appointed in his
place as secretary.
The petitioner presents a petition under Section 205
of the Companies Act, which deals with the powers of a
minority shareholder to petition the Court on the
ground that directors conduct the company in an
oppressive manner. He claims that the agreement of
21 July 1965 is valid, and the Judge accepts his evid-
ence, and that of his solicitor. But on that date only the
heads of an agreement were reached which were subse-
quently to be set out in a detailed contract. This
preliminary agreement did not constitute a contract,
and was not binding on the parties, and the terms
thereof were in any event subsequently rescinded by
mutual consent.
The sale of the lands at Knocknacarra by Westwinds
for £730 was made at a gross undervalue in 1968, on
the basis that the two acres were only agricultural land,
but nevertheless planning permission was granted to
build upon this land in 1973, which enabled Company
C belonging to the developer to sell it for £15,000. The
original sale thus benefited the developer alone to the
exclusion of the other members of the company. Conse-
quently the sale of the lands at Knockacarra was an
exercise by the directors of their powers in a manner
which was fraudulent and oppressive to the petitioner,
and was in total disregard of his interest as a member
of the company.
The mortgage by deposit of title deeds in May 1972
relating to Whitestrand Road to guarantee the amount
which Company E owed Allied Irish Banks was not for
the benefit of Westwinds or of the petitioner. 1 he
forgery of the petitioner's signature to the minutes of
the meeting, as well as of his signature to the parti-
culars of the charge indicated that the developer was
anxious to conceal the transaction. This is the first case
in Ireland under Section 205 of the 1963 Act. As
Westwinds has ceased trading and a winding-up by the
Court would be expensive, the fairest order would be
to direct the developer to purchase the shares of the
petitioner at a price fixed by the Court. In this connec-
tion, the Knocknacarra lands will be deemed to belong
to Westwinds, and, as regards Whitestrand Road, the
developer must purchase the lands at full market price.
The price will be fixed on the basis that there are no
restrictions on the transfer of the petitioner's share in
the company, and that the directors would sanction the
transfer. Accordingly, the developer is to purchase all
the petitioner's share in Westwinds at a price deter-
mined at an inquiry held before a Judge.
[Re Westwinds Holding Co. Ltd. and Re Companies
Act, 1963; Kenny J.; unreported; 21 May 1974.]
New President of English Law Society
Edward Henry Sibbald Singleton, M.A.
Better known as "Tim", Mr. E. H. S. Singleton, born
in 1921, is one of the youngest solicitors to be elected
President of The Law Society. He was educated at
Shrewsbury and Brasenose College, Oxford. He is a
nephew of the late Lord Justice Singleton.
His admission on 1 July 1949 is nearly twenty-five
years to the day of his election to the Presidency, which
also makes him the first President to be admitted since
the war.
After qualifying, he spent five years with Richards
Butler & Co. and joined his present firm Macfarlanes
in 1954.
In 1961 Mr. Singleton was elected to the Council of
The Law Society and he has been a most-active member,
serving until 1964 on the Education and Training
Committee, from then until 1972 on the Contentious
Business Committee and thereafter on the Professional
Purposes Committee. He became Chairman of the Legal
Aid Committee in 1965, and continued in that position
until 1969 when he was appointed Chairman of the
Contentious Business Committee. In 1973 he chaired a
Working Party of Council Members to consider all the
activities and finances of The Society and at about the
same time he became a member of the Committee of
Management of the Paddington Neighbourhood Advice
Bureau and Law Centre.
He represents No. 2 constituency, which is covered
by the City of London Solicitors' Company, and he is
a Member of their Court. During his Vice-Presidential
Year he travelled widely on Law Society business.
"Tim" Singleton's family roots lie in Lancashire, but
he was born and brought up in Herefordshire and now
lives and practices in London. He is keenly interested in
cricket, having played for Oxford University, and for
six years has been President of The Law Society's Cricket
Club, for which he continues to be a playing member.
He and his wife Peggy and their four children spend as
much time as possible in East Anglia where they have
a small house and a boat.
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