The Gazette 1961 - 64

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. " 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 28 Agency—commission—"terms acceptable to vendor "—