The Gazette 1964/67

Trade Dispute In a case which came before the Court of Appeal in England, the Court was asked to con sider conduct intended to procure a breach of contract with a third party; a quia timet injunc tion was refused in the High Court. Lord Denning, M.R., delivering the judgment of the Court of Appeal stated that an injunction pending the trial would be granted following the form set out by Lord Upjohn in A. T. Stratford & Son, Ltd. v. Lindley (1965) A.C. 269, 339, which governed this case, namely, restraining the defendants and each of them until further order from attempting (whether by themselves or their servants, agents or workmen or otherwise howsoever) to bring about a termination of contractual relations be tween the plaintiffs and the main contractors in breach of contracts made now or hereafter. (Emerald Construction Co. Ltd. v. Lowthian & Ors. Solicitors' Journal, 25/3/1966, vol. 110, p. 227). Action against University Misconceived An action was brought against the University of London by an examination candidate at the Inter mediate and Final LL.B. degrees -for negligenth misjudging his examination papers and for a Mandamus ordering the University to award the plaintiff the grade at least justified. The action was dismissed in the High Court on the ground of lack of jurisdiction to deal with a dispute of this kind, and an appeal was taken by the plaintiff. The main ground of the appeal was that an unconditional appearance by the defendant haa the effect of waiving any objections he could take to the jurisdiction of the Court. The Court of Appeal, per Diplock, L. J., giving judgment said that the plaintiff sat for the exam ination in the Criminal Law, Trusts and Evidence papers of the LL.B. Degree of the University. He received notice that he had failed in the Trust and Criminal Law papers, and he claimed that his failure was the result of negligence on the part of the examiners. There was clear authority in R. Dunsheath Ex Parte Merides (1951 1 K.B. 127) that actions of this kind in question relating to domestic disputes between members of a university were judicible only by the Visitor to the university, and that the High Court had no jurisdiction to entertain them. . Regulations and disputes as to the holding ,of examinations and the granting of degrees were matters exclusively within the jurisdiction of the . Visitor to the university.

Rights of Minority A bank, formed in England in 1835, which had its head office in London and was a member of the committee of London clearing banks, had always been associated with Ireland; 72 per cent of its shareholders having registered addresses in Ireland and two-thirds of its business being carried on there. That had given rise to difficulties subject to the policies of English Chancellors of the Ex chequer which differed sometimes from those of the Irish Republic. The Board of the Band there fore concluded that it would be best for the bank's business both in England and Ireland if the Irish part of the business were freed from that control and re-patriated to Ireland. As part of that pro cess a scheme was formulated involving the divi sion of the Bank's business into two, whereby the assets and liabilities attributable to the -Irish business were to be transferred to a new Irish company the National Bank of Ireland, and the assets and liabilities of the English business would remain with the bank. The National Bank of Ire land would be acquired by the Bank of Ireland and the Bank would become a wholly owned sub sidiary of the National Commercial Bank of Scot land. By a petition the Bank sought the Court's approval to the scheme which was opposed by the holders of just over 5 per cent of the issued capital on the grounds that the circular explanatory of the scheme did not disclose fully and fairly all material facts, particularly the value of the bank's assets and the amount of its liabilities and that where an arrangement under s. 206 of the Com panies Act, 1948, was in essence a scheme of contract for the purchase by an outsider of all the issued shares of a company, the Court should not approve it unless the petitioning company prove, on full disclosure that the scheme was approved by 90 per cent majority referred to in s. 209. Plowman, J., approving the scheme, said that the extent of the disclosure required must depend on the nature of the scheme. Here, the scheme was based on the withholding of exempt information and the evidence showed that the scheme was fair. Therefore it should be sanctioned. It should not be treated as a s. 209 case because that would impose a limitation or qualification either on the generality of the word "arrangement" in s. 206, or on the discretion of the Court under that ' section. The Legislature had not seen fit to impose any such limitation in terms and there was no reason for implying any order accordingly. (In re National Bank, Solicitors' Journal, 25/3/1966, vol. 110, p. 266). 106