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(3) AGREEMENT TO TAKE. (b) Application. (v) Withdrawal of Application.

Eight years afterwards the company was
wound up -Held, that he was a contributory.
Patent Paper Manufacturing Co., In re,
Addison's Case, 39 L. J. Ch. 558; L. R. 5
Ch. 294; 22 L. T. 692; 18 W. R. 365.

For Set-off-Cesser of Employment.] -Upon the formation of a company under the Companies Act, 1862, a person desirous of being appointed one of its local secretaries and agents formally applied for shares. The payments on application and allotment were, by agreement between himself and the company, to be set off against his salary and commission, and no desposit was ever paid by the applicant upon the shares for which he applied. The company, to the knowledge of the applicant, allotted him the shares applied for, and registered him as the holder of them, not however, appropriating to him any particular shares, but only the amount which he had agreed to take. On the company being afterwards wound up voluntarily :-Held, that the applicant was rightly placed upon the list of contributories in respect of the shares applied for, and that the case was unaffected by a cancellation affected to be made by the company of an agreement between themselves and him for his employment as local secretary and agent, which had been in part performed, and the obligations imposed by which on the company and the applicant respectively were not dependent the one upon the other. Life Association of England, In re,

Thomson's

Case, 4 De G. J. & S. 749; 11 Jur. (N.s.) 574; 12 L. T. 717; 13 W. R. 958; 34 L. J. Ch. 525.

For Option to Pay or Not.]-A. executed the settlement deed of a company for 5,000 shares, and shortly afterwards for 3,000 shares, for the purpose of making up the proper number of shareholders for the registration of the company, upon the understanding that the deposit upon 2,500 of the shares only should be paid; and as to the rest, it should be optional whether he paid them or not. The deposit was paid upon the 2,500 shares, which were immediately afterwards transferred by him to parties, one of whom was a director, and the other the manager of the company :Held, that he was a contributor in respect of the whole 8,000 shares. Taylor, Ex p.; Newton, Ex p.; Life Assurance Treasury Co., in re, 6 L. T. 603.

B. executed the deed for 5,000 shares for the like purpose of completing the requisite number of shareholders for registration, and upon a promise that he should be appointed secretary to the company. No deposit was, however, paid by him on the shares, nor was his appointment of secretary made. By a provision in the deed it was declared that, when the deposit should not be paid, the shares were to be held forfeited:-Held, nevertheless, that he was a contributory in respect of the 5,000 shares. Ib.

Option to Take-Breach of Contract to Allot -Sale of Assets of Company-Measure of Damages.]-Where a company having agreed to give to certain persons an option or call upon certain of its shares at a specified price per share, extending to a particular date, subsequently and before the expiration of the

stipulated period entered into a contract with another company for the sale and transfer of its assets to that company, thereby causing a breach of the contract creating the option, it was held that in estimating the damages, if any, sustained by the option-holders by reason of such breach of contract, the price paid by the purchasing company ought alone to be taken into account, and not the assets comprised in the contract with that company. South African Trust and Finance Co., In re; Hirsch, ex p., 74 L. T. 769-C. A.

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v. Withdrawal of Application. Withdrawal before Acceptance.]—A party who applies for shares, and says, which I hereby accept,' and pays the deposit; if he writes before the allotment is made, saying he withdraws, and desires to cancel his application, is not a contributory. Graham, Ex p.; Cardiff and Caerphilly Iron Co., in re, Gledhill, In re, 3 De G. F. & J. 713; 30 L. J. Ch. 861; 30 L. J. Bk. 42; 7 Jur. (N.s.) 981; 5 L. T. 11; 9 W. R. 791.

R., the chairman of the board of directors, of a company in which he held fifty shares, signed a letter of application for 450 more, striking out the reference to the payment of the deposit which was required on application for shares. There was some evidence to show that this application was made in pursuance of a previous promise by him to become a holder of 500 shares, and that on the faith of this promise he had been elected chairman. No notice was taken of the application till after seven months, when at a board meeting it was proposed and seconded, that 450 shares should be allotted to R. R., who was present, handed in a letter withdrawing his application, and deposed, that he had previously withdrawn it verbally. There was no proper evidence that the resolution to allot shares to R. had been carried, but a letter of allotment was sent him on the following day. The company was at this time in a hopeless state, and a resolution for winding it up was passed a fortnight afterwards :-Held, that his offer to take shares was not shown to have been accepted by the company before it was withdrawn by him, and that he was not liable in respect of the 450 shares. Ritso's Case, Universal Non-Tariff Fire Insurance Co., In re, 4 Ch. D. 774.

The C. Co. was wound up and its assets transferred to the M. Co. upon the terms of a reconstruction agreement, which provided that every member of the C. Co. should be entitled as of right to receive two shares in the M. Co. for every share held by him in the C. Co., subject to the condition that the M. Co. was not to be bound to allot shares to any one to whom under its articles of association it could have objected as transferee, and that the liquidators of the C. Co. were to give notice to each member of the C. Co. stating the number of shares which the member was entitled to claim under the agreement. The liquidators sent a notice to a member of the C. Co., who on April 23, 1898, signed a document addressed to the directors of the M. Co. : As holder of five shares in the C. Co. I claim an allotment of

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(3) AGREEMENT TO TAKE. (b) Application. (vi) Deposit.

ten ordinary shares in the M. Co. and I hereby agree to accept such shares and to pay the further moneys payable thereon when called upon." On July 2, 1898, the member wrote to the M. Co. withdrawing his application, but, notwithstanding this, the shares were allotted to him :-Held, that the document of April 23, 1898, was an application which could be withdrawn before acceptance, and was not an acceptance of a prior offer made by the M. Co., and that the member was therefore entitled to have his name removed from the list of contributories of the M. Co. Metropolitan Fire Insurance Co., In те; Wallace's Case, 69 L. J. Ch. 777; [1900] 2 Ch. 671; 83 L. T. 403; 16 T. L. R. 513.

Before Allotment.]-A person applied for shares in a projected company, but having discovered a variation between the prospectus and the articles of association, he wrote, before any shares were allotted, to the company's agent withdrawing his application, notwithstanding which the shares were allotted; on his receiving notice of the allotment, he again wrote persisting in his repudiation, and when applied to for calls he always refused to contribute, and his shares were declared forfeited within a year before the winding-up of the company :-Held, that he was not a contributory. Etna Insurance Co., In re, Slattery's Case, Ir. R. 7 Eq. 245.

Withdrawal may be Oral.]-The withdrawal of an application for shares may be made orally, and does not require to be in writing. Wilson, Ex p.; Natal Investment Co., in re, 20 L. T. 962.

W. applied for 300 shares in a company which was being formed and consented to become a director of the company, an agreement having been previously entered into between him and the secretary, that W. should be paid 10s. per share if he would apply for 300 shares and give in his name as a director. Before any shares were allotted, W., through one of the directors, orally withdrew his application. Sixty shares were, nevertheless, allotted to him, and the sum of £300, which he had paid as a deposit on the 300 shares was appropriated in payment of the deposit and first call on the sixty shares. After a delay of five months, and a year and a half before the company was ordered to be wound up, he filed a bill to set aside the allotment :Held, first, that the agreement between W. and the secretary was null and void, and formed no consideration for his agreeing to become a shareholder. Ib.

Held, secondly, that as he had withdrawn his application before the shares were allotted, he was entitled to have his name removed from the list of contributories. Ib.

Held, thirdly, that he had not lost his right to relief by delay. Ib.

Notice to Clerk.]-A verbal notice of withdrawal of an application for shares given to a clerk of the company at its registered office will be sufficient if the circumstances justify the inference that the clerk was left in charge. Brewery Assets Co., In re, Trueman's Case, 63 L. J. Ch. 635; [1894] 3 Ch.

272; 8 R. 508; 71 L. T. 328; 43 W. R. 73; 1 Manson, 359.

Contract Complete.]-According to the provisions of an amalgamation, shareholders in an old company were entitled, on making application, to shares in the new company. A shareholder in the old company signed and returned a form of application for fifty shares, which were allotted and entered in the allotment book, but not in the register. Upon his wishing to withdraw his application :-Held, that the contract was valid, and that the directors had no power to cancel the shares. Adams's Case, United Ports and General Insurance Co., In re, 41 L. J. Ch. 270; L. R. 13 Eq. 474; 26 L. T. 124; 20 W. R. 356.

vi. Deposit.

Shareholders no Lien on Deposit Moneys.] -The promoters of a company issued a prospectus, stating, that deposits would be returned if no allotment of shares was made. Several deposits were made, but no allotment ever took place :-Held, that this statement did not bind moneys consisting mainly of these deposits standing in a bank, to the credit of the company with a trust or lien in favour of the depositors as against creditors of the company; and a demurrer was allowed to a bill by depositors seeking to restrain creditors from attaching the moneys under a garnishee order. Mosely v. Cressey's Co., 35 L. J. Ch. 360; L. R. 1 Eq. 405; 12 Jur. (N.S.) 46; 14 L. T. 99. And see Royal British Bank, In re, Mixer's Case, 28 L. J. Ch. 879; 7 W. R. 677.

Undertaking become Impracticable.] Where money has been subscribed by bondholders for a particular purpose (such as the construction of a railroad), and part of that money has been placed in the hands of trustees for the bondholders, the duty of such trustees being to pay portions of the money as portions of the intended railroad are constructed, if no such railroad nor any portion of it is constructed, and its construction becomes impracticable, the bondholders are entitled to demand from the trustees repayment of what remains in their hands. National Bolivian Co. v. Wilson, 5 App. Cas. 176; 43 L. T. 60 -H. L. (E.).

Where there is a right dependent on the practicability of doing a certain work, the question of its practicability is not to be determined solely by physical or financial reasons, but conditions previously stipulated (especially where the interests and the rights of third parties are concerned) must be considered. Ib.

Thus, where a loan was raised to make a railroad in a foreign country, such loan being raised on the faith of a prospectus which set forth, as a security to the bondholders, the grant of a concession by the foreign government, in virtue of which the bondholders would have the benefit of the customs duties imposed by that government on goods passing along that railroad, and the foreign government, finding the railroad not made, revoked its concession, the loss of the security which the concession had afforded to the bondholders, entitled them

(3) AGREEMENT TO TAKE.

to treat the scheme as a failure and to demand the return of their subscriptions. Ib.

A foreign government granted a concession, on the terms of which a company was formed and a loan raised, and bondholders constituted. The government afterwards revoked the concession -Held, that its right to do so could not be questioned in any legal proceedings in this country. Ib.

Directions as to the form of the decree and as to costs. Ib.

Return of, where Project Impracticable.]— Directors of a projected banking company, not being able to carry out the project to its full extent, determined upon winding up the affairs and returning to the applicants for shares the deposits made by them. Deposits amounting in the whole to two-thirds of the amount deposited had been returned to the depositors, and the remainder was in course of payment. On a bill filed by purchasers of shares or intended shares, who were dissatisfied with the termination of the affairs of the proposed company :-Held, that the directors justified in the course they had taken, it being morally impossible from the events which had happened that the project could have been carried out in its integrity. Bank of Switzerland v. Bank of Turkey, 5 L. T. 549. Elder v. New Zealand Land Improvement Co., 30 L. T. 285; and cols. 191, 655

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c. Allotment.

i. Generally.

were

And see

What is termed allotment' is generally neither more nor less than the acceptance by the company of the offer to take shares." Per Chitty, J., Nicol v. Carl Florence Land Co., In re, 29 Ch. D. 426; 52 L. T. 933.

Acceptance of an application for shares is ordinarily evidenced by allotment, but it may be evidenced otherwise, e.g., by an appropriation of shares such as to involve acceptance. What amounts to an allotment must be determined according to the circumstances of each particular case. The mere retention by the company of the deposit is not enough to show acceptance. Best v. Case, 2 D. J. & S. 656.

In schedule, table B., of 19 & 20 Vict. c. 47, containing regulations for management of the company, it is enacted, that no person shall be deemed to have accepted any share in the company unless he has testified his acceptance thereof by writing under his hand, in such form as the company from time to time directs":Held, where a company had omitted to give any such directions, that a letter of application for allotment of shares, in a printed form, issued by the company, and signed by a party, and containing the words and I hereby agree to accept the same," was sufficient proof of his acceptance of the shares to satisfy the enactment. Bog Lead Mining Co. v. Montague, 10 C. B. (N.s.) 481; 30 L. J. C. P. 380; 8 Jur. (N.s.) 310; 4 L. T. 771.

M. having received a prospectus of a company, with a printed form of application for shares, filled it up and signed it, requesting to be allotted a certain number of shares, and agreeing to accept such shares, and to pay the future calls. He paid a deposit on these shares

(c) Allotment. (i) Generally.

to the company's bankers, and received a receipt for the same. Shares were allotted to him, and a copy of the memorandum of association with articles of association indorsed, was subsequently sent by the company to him with a form appended, to be filled up by him, stating that he accepted the shares in the company, and consented to be registered as a shareholder. He did not return or sign that form, but subsequently applied for interest warrants and share certificates, which were not delivered to him by reason of his omission to return the form of acceptance filled up and signed. His name, however, was entered in the register by the company, and notice of calls was given to him :-Held, that as he had not signed the written form of acceptance of shares sent him by the company for that purpose, he could not be said to have accepted the shares; for the 19 & 20 Vict. c. 47, in schedule, table B., provides, that “ no person shall be deemed to have accepted any share in the company unless he has testified his acceptance thereof by writing under his hand in such form as the company from time to time directs." M. consequently had not become a shareholder, as under s. 19, acceptance of shares is necessary to constitute him a shareholder, and therefore he was not liable to pay calls. New Brunswick and Canada Railway and Land Co. v. Muggeridge, 4 H. & N. 160; 28 L. J. Ex. 365; 5 Jur. (N.S.) 1131; 7 W. R. 495-Ex. Ch.

In order to fix an allottee as a contributory, it is necessary to show an acceptance in writing; or, in the absence of that document, something done on his part in pursuance of such acceptance, from which the existence of that document may be presumed. Bitumenised Pipe Co., In re, 7 L. T. 760.

In November, 1847, A., being owner of 157 shares of £100 each in an incorporated company, became bankrupt. Only £25 per share had been paid. At the time of the bankruptcy, the bankrupt delivered the certificates of the shares to the official assignee. At that time the shares were of no value. In June, 1849, notice was given to the official assignee of a call of £1 per share, which he was requested to pay. Nothing further was done by the company or the assignees until February, 1853, when the shares having become valuable, the assignees claimed to be registered in the company's books as owners of them, and offered to pay whatever was due for calls. In answer to their application, they received a letter from the secretary of the company, stating that there were no shares standing in the registry-book in the name of the bankrupt :-Held, that, assuming it was necessary that the assignees should within a reasonable time, do some act to signify their acceptance of the shares, the question of reasonable time was one for the jury, but that a reasonable time would not begin to run until some one interested in the matter took some step in respect of it. Graham v. Van Diemen's Land Co., 11 Ex. 100; 3 C. L. R. 887; 24 L. J. Ex. 213; 1 Jur. (N.S.) 806-Ex. Ch.

Allotment of Shares not Paid for in CashFiling of Contract or Prescribed Particulars -Extension of Time for Filing.]-Sect. 88 of

857

COMPANY-(XIX) Shares and Stock.

(ii) Time for.

statements in the prospectus the company could
not obtain a trading certificate, the directors
called the allottees together and returned
them their money :-Held, that there had been
within the meaning of the
an "allotment "
agreement between the plaintiff and the
defendant, and that the plaintiff was entitled
Ellett v. Sternberg, 27
to recover the £100.
T. L. R. 127.

(c) Allotment. (3) AGREEMENT TO TAKE. the Companies (Consolidation) Act, 1908, provides that, when a company makes an allotment of shares as fully or partly paid-up otherwise than in cash, a contract in writing, or, if there is no contract in writing, certain prescribed particulars, must be filed with the registrar of Joint Stock Companies within one month after the allotment, and prescribes a It further propenalty for failure to do so. vides that the persons in default may apply to the court for relief, and that the court may extend the time for filing the necessary document. A company allotted certain shares, which were not paid for in cash, as fully paid up shares. The contract relating thereto was not in writing. More than a month after the allotment the company tendered the prescribed particulars to the registrar for filing, and the registrar filed the particulars, although the statutory period had expired. The failure to comply with the statute was due to inadvertence. When the irregularity was discovered, the contract relating to the allotment was reduced to writing, it then being more than three years after the proper date for filing; and the company presented a petition, craving an extension of the time for filing the contract

or the prescribed particulars. The reporter to whom the petition was remitted suggested that, in the circumstances, it would be a sufficient remedy if the court granted relief from the prescribed penalty. The court, holding that the original filing of the prescribed particulars was ineffectual, and that merely to grant the company relief from the prescribed penalty would be an insufficient remedy, extended the time for filing the contract in writing. Anderson & Munro, Lim., In re, [1924] S. C. 222-Ct. of Sess.

Allotment as Fully Paid-Consideration.]—
There is no objection to an agreement by a
limited company that a debt which it pre-
sently owes shall be satisfied by the allotment
of fully paid shares of the same nominal
amount. If a building agreement between
two companies can be read as a contract to
build a theatre in consideration of £9,000 pay-
able upon the sealing of the agreement, with
a provision that the £9,000 should be satisfied
by the issue of fully paid shares to that
Gardner v. Iredale,
amount, it will be valid.

81 L. J. Ch. 531; [1912] 1 Ch. 700; 106
L. T. 860; 19 Manson, 245.

Allottee's Name Not Entered on Register.]
-The defendant having sent in an application
for shares with a cheque, the directors allotted
the shares to him. The cheque was dis-
honoured, and the secretary did not enter the
defendant's name on the register of share-
holders. In an action to recover the moneys
due on application and allotment, the plaintiffs
were allowed to discontinue the action upon
paying costs, with a view to remedy the omis-
sion. Ural Gold Fields of Western Siberia
Pappa, 15 T. L. R. 330.

V.

Illusory Allotment.]-The plaintiff lent the defendant £50 to assist him in the promotion of a company, on the terms that £100 was to be repaid within seven days of the proposed An allotment company going to allotment.

was made, but as in consequence of certain

ii. Time for.

Directors' Duty, when Proceeding to Allotment.]-Directors when proceeding to allotment should examine the company's passbook to see whether the cheques for payment of the deposit have been honoured. Trueman's Case; Brewery Assets Co., In re, 63 L. J. Ch. 635; [1894] 3 Ch. 272; 71 L. T. 328; 43 W. R. 73.

After Application.]-When an application is made for shares in a company, the directors are bound to allot them within a reasonable time, otherwise the allottee may refuse to accept them, and recover back the deposit, whether he has withdrawn his application or not. Ramsgate Victoria Hotel Co. v. Montefiore, 4 H. & C. 164; 35 L. J. Ex. 90; L. R. 1 Ex. 109; 12 Jur. (N.s.) 455; 13 L. T. 715; 14 W. R. 335.

Shares applied for on June 8, and allotted on November 23, is not an allotment within a reasonable time. Ib.

Interval of Four Months.]-If shares are not allotted within a reasonable time after the application in respect of which they are allotted, the applicant, even after notice of the allotment, may refuse to accept them. Four months is not a reasonable time. Baily's Case, 37 L. J. Ch. 670; L. R. 3 Ch. 592; 19 L. T. 58; 16 W. R. 1093.

An allottee, who had not received an answer to his application for shares for about four months, refused by letter to accept them, before his name was put upon the register. Calls were made, of which notices were sent to him, but he had no formal notice of his name being on the register. The company not having taken any steps to enforce payment of the calls, he took no steps to have his name removed from the register-Held, that after a delay of two was entitled to have his name years he removed. Ib.

Directors cannot Delegate Power of Allotment.]-Where the power of alloting shares is vested by the deed of settlement of a company in the directors, they have no right to delegate such power. Howard, Ex p.; Leeds Banking Co., In re, 36 L. J. Ch. 42; L. R. 1 Ch. 561; 14 L. T. 747; 14 W. R. 942; 12 Jur. (N.S.) 655.

Therefore, where a shareholder who had been offered some reserved shares accepted them conditionally, but the board of directors did not expressly assent to such conditional acceptance, but resolved that the shares remaining undisposed of should be allotted at the discretion of two of the directors, and the manager subsequently wrote to the shareholder, that the shares he had accepted had been alloted to him; upon application by the shareholder to have his name removed from the list in respect of such

(3) AGREEMENT TO TAKE. shares-Held, that the board of directors could not delegate their powers; that if the shares had been allotted it was ultra vires, and therefore that the shareholder's name must be removed from the list in respect of such shares. Ib.

Improperly Constituted Board.]—R. applied for and was allotted shares in a company, the prospectus of which stated that there were three directors, of whom F. was one. The articles of association of the company provided that the number of directors should not be less than three, nor more than seven; and three names (including that of F.) were given as the first directors. It was also provided that two directors should form a quorum. The company having been subsequently ordered to be wound up, R.'s name was placed on the list of contributories. It came to R.'s knowledge that F. never authorised his name to be used as a director of the company, nor ever acted in that capacity. Accordingly R. objected that there had been no duly constituted board of directors; that two directors could not consider themselves a quorum; and that no acts by them were valid. He therefore claimed that the allotment to him of shares was void; and that he was entitled to have his name removed from the list of contributories, and the money paid by him refunded :-Held, that the want of a properly constituted board of directors when the shares were allotted to R. rendered the allotment invalid; and that the defect was not cured by the provision of the company's articles of association that two directors might form a quorum :-Held, therefore, that R.'s name must be struck off the list of contributories. British Empire Match Co., In re; Ross, ex p., 59 L. T. 291.

Application was invited by a company for 106,000 preference shares. At a meeting of all the directors, five in number, it was resolved not to allot till 14,000 shares were applied for; at a meeting of two (a quorum of) directors held shortly afterwards it was resolved that the previous resolution was cancelled, and that the shares then applied for, about 3,000, should be allotted. The meeting was held at two o'clock, on a few hours' notice to two of the directors who did not attend, of whom one did not receive his notice till the next day, and the other gave notice he could not attend till three; the fifth director was abroad, and no notice was sent to him :-Held, that the allotments made under the latter resolution were void against the allottees. Homer District Consolidated Gold Mines, In re; Smith, Ex p., 58 L. J. Ch. 134; 39 Ch. D. 546; 60 L. T. 97. And see col. 296.

Estoppel.]-The plaintiff company was constituted by seven persons signing the memorandum of association. Afterwards they all were summoned to attend a meeting, but only four attended, and they elected three directors. These three elected three other directors. The three original directors resigned, and afterwards one of the remaining directors sent in his resignation. The defendant then applied for fifty shares. The two remaining directors resolved that fifty shares should be allotted to the defendant, that he should be appointed a

(c) Allotment. (ii) Time for.

director, and that the resignation of the retiring director should be accepted. The defendant afterwards attended a meeting of the directors, confirmed the allotment to himself, and joined in passing a resolution that the shares allotted to himself should be paid up in full forthwith. The defendant subsequently withdrew his application and refused to pay the amount of the shares allotted to him. By the articles of association the number of the directors was to be not less than three, and any casual vacancy occurring in the board might be filled up by the board, and the continuing board might act notwithstanding any vacancy in their body :-Held, that the defendant was liable to pay the amount of the shares. York Tramways Co. v. Willows, 51 L. J. Q. B. 257; 8 Q. B. D. 685; 46 L. T. 296; 30 W. R. 624– C. A.

A

Change of Directors-Quorum of Directors.]-By the articles of association of a limited company it was provided that the number of directors should not be less than four nor more than seven, and G., R., S. and Y. were named the first directors. It was provided that two directors should form a quorum, and that the continuing directors might act notwithstanding any vacancy in the board. The directors were empowered to fill up casual vacancies. A prospectus was issued, giving the names of the directors and mentioning G. as chairman. W., who was acquainted with G., after communicating with him, applied for shares on the faith of G. and R. being directors. At the first meeting of directors on November 12, 1880, S. and Y. only were present, G. and R. having sent in their resignation on that day; S. and Y. elected a third director who was not present, and proceeded to allot shares. letter of allotment in the common form was received by W. about November 15, accompanied with a letter stating that G. and R. had resigned. W. on the 27th wrote to withdraw his offer to take shares on the ground of G. and R. not being directors. The company refused to withdraw his name. On February 3, 1881, Anderson, another shareholder, obtained an order to remove his name from the register on the ground of the change in the board, but no agreement was shown that the proceedings in his case should govern the cases of other repudiating allottees :-Held, that although there was not a board of four directors, a quorum of two was competent to allot shares. Held, also, that the letter accompanying the letter of allotment, and stating the fact of the retirement of G. and R., did not qualify the letter of allotment, so as to prevent it from being an unconditional acceptance of W.'s offer to take shares-Held, therefore, that the allotment was not void. Scottish Petroleum Co., In re; Wallace's Case, 23 Ch. D. 413; 49 L. T. 348; 31 W. R. 846-C. A.

Repudiation.]-Held, by Kay, J., that W. never had any right to repudiate his shares, but held by the Court of Appeal, approving Anderson's Case (17 Ch. D. 373), that as the application to take shares was made on the faith of G. and R. being directors, and they had ceased to be so before allotment, the allotment was voidable. Ib.

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