283 / 338
s. 141). The proviso to s. 141 (2) of the Companies
Act, 1948, requires the persons who agree to a
resolution being passed on short notice to agree to
it in the knowledge that the notice is insufficient.
Where, however, all the shareholders agree that
a resolution passed on short notice shall be treated
as valid, the court will not be ready to hear a share
holder say that the resolution is not valid.
On a petition for confirmation of the reduction of
a company's capital it appeared that insufficient
notice had been given of the requisite special
resolution.
95 per cent, of the members entitled
to attend and vote at the meeting attended, and
agreed in writing to a further special resolution (of
which no notice had been given) being considered.
Both resolutions were then passed. After the meeting
it was realised that insufficient notice had been given
of the original resolution, and all members of the
company then consented to both resolutions being
considered as valid and special resolutions. It was
contended on behalf of the company that the
members thereby impliedly agreed to the passing
of the original resolution on short notice. Held,
that the written consents given at the meeting could
not operate to validate the original resolution, but
that the court would not allow any member to say
that the resolutions were not validly passed, and
the reduction of capital would be confirmed : Re
Pearce, Duff & Co. (1960) i W.L.R. 1014; (1960)
3 All E.R. 222, Buckley J.
Memorandum of Association—objects clause.
Where a company has several objects and the
memorandum of association provides that " the
objects specified in any paragraph of the objects
clause are not to be restricted by reference to or
inference from the terms of any other paragraph",
the " main objects " rule will be excluded.
A company's memorandum of association em
powered it,
inter alia,
to act as exporter and importer
of a wide variety of goods, and to acquire concession
rights and contracts.
It was provided that the
objects were not to be restricted in'the terms set
out above. The company engaged the defendants
to obtain a building lease, and then later brought
an action against them for damages for conspiracy
and breach of the contract of employment. The
defence raised the point that the acquisition of the
building lease would have been
ultra vires
the
company, and this point was ordered to be tried as
a preliminary issue. Held, that the clause permitting
the acquisition of concessions, etc., was not to be
construed restrictively by reference to the main
object of the company, namely the export/import
business and that the acquisition of the building
lease would not have been
ultra vires
the company :
Anglo Overseas Agencies
v.
Green (1960) 3 W.L.R.
561; 1048.]. 765; (1960) 3 All E.R. 244, Salmon J.
Mistake—identity ofparty.
Where A makes an offer to B in the belief (known
to B) that B is X, there is no offer capable of
acceptance by B.
A rogue offered to buy the plaintiffs' motor-car
for £717, and produced a cheque book.
The
plaintiffs were not prepared to accept a cheque and
refused to sell. The rogue then stated that he was
H and gave an address. One of the plaintiffs checked
the telephone directory and discovered that there
was a person named H living at the address given.
The plaintiffs then agreed to let the rogue have the
car against a cheque for £717, which was later
dishonoured. The rogue had meanwhile sold the
car to the defendant, who purchased in good faith.
In an action for damages for conversion Slade J.
gave judgment for the plaintiffs, and the defendant
appealed. Held, dismissing the appeal (Devlin L.J.
dissenting), that as the plaintiffs intended to deal
only with the genuine H, the rogue was incapable
of accepting their promise to sell the car, so that
the property therein remained in the plaintiffs :
Ingram
v.
Little (1960) 3 W.L.R. 504 ;
104 S.J.
704, C.A.
Money paid—whether paid under duress.
(Can.) In R.
v.
Beaver, Lam & Shearling Co.
(1960) 23 Dominion. E.R. 513, a taxpayer, believing
tax to be payable on a commodity, made fraudulent
returns. The revenue authorities discovering this
threatened to prosecute and make an example of
him. He settled the matter by paying a large sum.
Subsequently it was decided by the courts that
no tax was payable on this commodity and he
tried to recover the sum which he had paid. The
Supreme Court of Canada held, by a majority, that
the money was not paid under duress and was
therefore irrecoverable.
Murder—intent—presumption as to consequences of act.
Where the accused is capable of forming an intent
in that he is not insane within the M'Naughten
Rules and is not suffering from diminished respon
sibility and where the unlawful and voluntary act of
the accused is of such a kind that grievous bodily
harm is the natural and probable result, then the
question is not what the accused actually contem
plated to be the consequences of his act but what in
all circumstances
the ordinary
reasonable man
would have contemplated to be the natural and
probable result.
S. was driving a motor-car containing stolen