The Gazette 1964/67

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