The Gazette 1958-61

Anglo Overseas Agencies v. Green (1960) 3 W.L.R. 561; 1048.]. 765; (1960) 3 All E.R. 244, Salmon J. Mistake—identity ofparty. Where A makes an offer to B in the belief (known to B) that B is X, there is no offer capable of acceptance by B. A rogue offered to buy the plaintiffs' motor-car for £717, and produced a cheque book. The plaintiffs were not prepared to accept a cheque and refused to sell. The rogue then stated that he was H and gave an address. One of the plaintiffs checked the telephone directory and discovered that there was a person named H living at the address given. The plaintiffs then agreed to let the rogue have the car against a cheque for £717, which was later dishonoured. The rogue had meanwhile sold the car to the defendant, who purchased in good faith. In an action for damages for conversion Slade J. gave judgment for the plaintiffs, and the defendant appealed. Held, dismissing the appeal (Devlin L.J. dissenting), that as the plaintiffs intended to deal only with the genuine H, the rogue was incapable of accepting their promise to sell the car, so that the property therein remained in the plaintiffs : Ingram v. Little (1960) 3 W.L.R. 504 ; 104 S.J. 704, C.A. Money paid—whether paid under duress. (Can.) In R. v. Beaver, Lam & Shearling Co. (1960) 23 Dominion. E.R. 513, a taxpayer, believing tax to be payable on a commodity, made fraudulent returns. The revenue authorities discovering this threatened to prosecute and make an example of him. He settled the matter by paying a large sum. Subsequently it was decided by the courts that no tax was payable on this commodity and he tried to recover the sum which he had paid. The Supreme Court of Canada held, by a majority, that the money was not paid under duress and was therefore irrecoverable. Murder—intent—presumption as to consequences of act. Where the accused is capable of forming an intent in that he is not insane within the M'Naughten Rules and is not suffering from diminished respon sibility and where the unlawful and voluntary act of the accused is of such a kind that grievous bodily harm is the natural and probable result, then the question is not what the accused actually contem plated to be the consequences of his act but what in all circumstances the ordinary reasonable man would have contemplated to be the natural and probable result. S. was driving a motor-car containing stolen

s. 141). The proviso to s. 141 (2) of the Companies Act, 1948, requires the persons who agree to a resolution being passed on short notice to agree to it in the knowledge that the notice is insufficient. Where, however, all the shareholders agree that a resolution passed on short notice shall be treated as valid, the court will not be ready to hear a share holder say that the resolution is not valid. On a petition for confirmation of the reduction of a company's capital it appeared that insufficient notice had been given of the requisite special resolution. 95 per cent, of the members entitled to attend and vote at the meeting attended, and agreed in writing to a further special resolution (of which no notice had been given) being considered. Both resolutions were then passed. After the meeting it was realised that insufficient notice had been given of the original resolution, and all members of the company then consented to both resolutions being considered as valid and special resolutions. It was contended on behalf of the company that the members thereby impliedly agreed to the passing of the original resolution on short notice. Held, that the written consents given at the meeting could not operate to validate the original resolution, but that the court would not allow any member to say that the resolutions were not validly passed, and the reduction of capital would be confirmed : Re Pearce, Duff & Co. (1960) i W.L.R. 1014; (1960) 3 All E.R. 222, Buckley J. Memorandum of Association—objects clause. Where a company has several objects and the memorandum of association provides that " the objects specified in any paragraph of the objects clause are not to be restricted by reference to or inference from the terms of any other paragraph", the " main objects " rule will be excluded. A company's memorandum of association em powered it, inter alia, to act as exporter and importer of a wide variety of goods, and to acquire concession rights and contracts. It was provided that the objects were not to be restricted in'the terms set out above. The company engaged the defendants to obtain a building lease, and then later brought an action against them for damages for conspiracy and breach of the contract of employment. The defence raised the point that the acquisition of the building lease would have been ultra vires the company, and this point was ordered to be tried as a preliminary issue. Held, that the clause permitting the acquisition of concessions, etc., was not to be construed restrictively by reference to the main object of the company, namely the export/import business and that the acquisition of the building lease would not have been ultra vires the company :