96 / 364
was known to Petrofina's manager tor the Sheffield
district who negotiated the agreement with Mr.
Martin but he considered that the sales could quite
well be built up to substantially more than 50,000
gallons a year.
He attributed the former pro
prietors' indifferent trading results to lack of capital.
Mr. Martin, on the other hand, fairly soon formed
the opinion that he could not sell enough Fina
petrol at this station to make the trade profitable
notwithstanding that the station was kept open for
13 hours a day seven days a week. He started
business on the site on April 8, 1963, and on May 30
he changed over to selling Esso petrol and had
since then sold that brand only.
As his Lordship understood the law, however, it
was against the policy of the common law to enforce
the contract unless
the contract itself and the
circumstances of the case were such as to satisfy
the test of reasonableness.
In his judgment the
circumstances of the present case did not satisfy the
test and the agreement consequently was not, and
never had been, binding on Mr. Martin. The action
failed and would be dismissed.
(Tetrofina (Great Britain) Ltd.
v.
Martin & Anor.,
The Times,
March 30, 1965.)
Escaping stamp duty
An appeal was brought to the House of Lords to
decide whether share transfers could properly be
described as conveyances or transfers on sale, in
view of the fact that when the share transfers were
executed the shares had not been sold, although
there was a strong probability of a subsequent sale
under an option agreement. The House of Lords
ordered that the judgment of Mr. Justice Pennycuick
be restored. In 1957, the appellants, Corys, wished
to acquire the whole share capital of six companies
known as the Palmer group. On October 2jth
when the parties were nearing agreement, Corys
intimated that they wished to have an option to
purchase. That was accepted on behalf of Palmers ;
and on November i, the parties made an agreement,
the essence of which was that, in consideration of
£100 paid by Corys, the Palmer shareholders granted
an option to purchase this shares within 30 days at
a price of £420,856. It was provided that the option
could be exercised orally. The option agreement
provided, by paragraphs 6, 7 and 8, that the vendors
should forthwith transfer the shares to Corys and
that Corys would hold them in trust for the present
registered holders :
that "No transfer of the said
shares effected under .
.
. the last preceding clause
hereof shall operate or be deemed to operate to pass
any beneficial interest " ; and that "in the event of
the option lapsing from the non-exercise thereof".
the shares "shall be retransferred to the said present
registered holders thereof or as they may direct".
On November i, 89 transfers were excuted and
delivered to Corys who submitted the agreement and
transfer for adjudication of stamp duty. The Com
missioners required that the transfers be stamped as
transfers on sale, the total duty paid being £8,418.
The transfers were then sent to the various companies
and registered by them on November 8. On the
same day Cory's orally exercised their option to
purchase the shares.
Lord Reid delivered the judgment of the Court and
Lord Morris in concurring stated that even if it could
be said that an option related to the equitable estate
or interest in the shares, it still remained an option,
and there was no agreement "for the sale" of any such
estate or interest.
Lord Donovan, also concurring, stated that the
words "on sale" should receive their natural con
struction.
(William Gory & Son
v.
Inland Revenue Com
missioners. (1965) i All. E.R. 917.
NATIONAL INSTITUTE OF PHYSICAL
PLANNING AND CONSTRUCTIONAL
RESEARCH
The Board of An Foras Forbartha Teoranta are
reserving a scholarship for a graduate in law or a
member of the profession as part of their plan to
induce graduates to undertake a two year course of
study in the College of Technology, Bolton Street.
There is a serious shortage of qualified town planners
and as Planning Authorities throughout the country
are obliged by law to prepare development plans for
their areas within three years from the coming into
force of the Local Government (Planning and
Development) Act, 1963, and it is desirable that a
number of suitable people properly qualified should
be available.
The responsibilities of the Institute include:—
1. The conduct of research.
2. Provision of training and research on
(a)
The physical planning and develop
ment of towns.
(b)
The organisation and materials and
techniques of building construction
and road construction.
(f)
Traffic transportation and design.
3. Co-operation with Planning Authorities by
giving advice and by preparing specimen
development plans.
90