212 / 364
Rights of Minority
A bank, formed in England in 1835, which had
its head office in London and was a member of
the committee of London clearing banks, had
always been associated with Ireland; 72 per cent
of its shareholders having registered addresses in
Ireland and two-thirds of its business being carried
on there. That had given rise to difficulties subject
to the policies of English Chancellors of the Ex
chequer which differed sometimes from those of
the Irish Republic. The Board of the Band there
fore concluded that it would be best for the bank's
business both in England and Ireland if the Irish
part of the business were freed from that control
and re-patriated to Ireland. As part of that pro
cess a scheme was formulated involving the divi
sion of the Bank's business into two, whereby the
assets and
liabilities attributable
to
the -Irish
business were to be transferred to a new Irish
company the National Bank of Ireland, and the
assets and liabilities of the English business would
remain with the bank. The National Bank of Ire
land would be acquired by the Bank of Ireland
and the Bank would become a wholly owned sub
sidiary of the National Commercial Bank of Scot
land. By a petition the Bank sought the Court's
approval to the scheme which was opposed by the
holders of just over 5 per cent of the issued capital
on the grounds that the circular explanatory of
the scheme did not disclose fully and fairly all
material facts, particularly the value of the bank's
assets and the amount of its liabilities and that
where an arrangement under s. 206 of the Com
panies Act, 1948, was in essence a scheme of
contract for the purchase by an outsider of all the
issued shares of a company, the Court should not
approve it unless the petitioning company prove,
on full disclosure that the scheme was approved
by 90 per cent majority referred to in s. 209.
Plowman, J., approving the scheme, said that
the extent of the disclosure required must depend
on the nature of the scheme. Here, the scheme was
based on the withholding of exempt information
and the evidence showed that the scheme was fair.
Therefore it should be sanctioned. It should not
be treated as a s. 209 case because that would
impose a limitation or qualification either on the
generality of the word "arrangement" in s. 206,
or on the discretion of the Court under that
' section. The Legislature had not seen fit to impose
any such limitation in terms and there was no
reason for implying any order accordingly. (In re
National Bank,
Solicitors' Journal,
25/3/1966, vol.
110, p. 266).
106
Trade Dispute
In a case which came before the Court of
Appeal in England, the Court was asked to con
sider conduct intended to procure a breach of
contract with a third party; a
quia timet
injunc
tion was refused in the High Court. Lord Denning,
M.R., delivering the judgment of the Court of
Appeal stated that an
injunction pending the
trial would be granted following the form set out
by Lord Upjohn in A. T. Stratford & Son, Ltd.
v. Lindley (1965) A.C. 269, 339, which governed
this case, namely, restraining the defendants and
each of them until further order from attempting
(whether by themselves or their servants, agents
or workmen or otherwise howsoever)
to bring
about a termination of contractual relations be
tween the plaintiffs and the main contractors in
breach of contracts made now or hereafter.
(Emerald Construction Co. Ltd. v. Lowthian &
Ors.
Solicitors' Journal,
25/3/1966, vol. 110, p.
227).
Action against University Misconceived
An action was brought against the University of
London by an examination candidate at the Inter
mediate and Final LL.B. degrees -for negligenth
misjudging his examination papers and for a
Mandamus ordering the University to award the
plaintiff the grade at least justified.
The action was dismissed in the High Court on
the ground of lack of jurisdiction to deal with a
dispute of this kind, and an appeal was taken by
the plaintiff.
The main ground of the appeal was that an
unconditional appearance by the defendant haa
the effect of waiving any objections he could take
to the jurisdiction of the Court.
The Court of Appeal, per Diplock, L. J., giving
judgment said that the plaintiff sat for the exam
ination in the Criminal Law, Trusts and Evidence
papers of the LL.B. Degree of the University.
He received notice that he had failed in the
Trust and Criminal Law papers, and he claimed
that his failure was the result of negligence on the
part of the examiners.
There was clear authority in R. Dunsheath Ex
Parte Merides (1951
1 K.B. 127) that actions of
this kind in question relating to domestic disputes
between members of a university were judicible
only by the Visitor to the university, and that the
High Court had no jurisdiction to entertain them.
.
Regulations and disputes as to the holding ,of
examinations and the granting of degrees were
matters exclusively within the jurisdiction of the
. Visitor to the university.