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Scottish Court of Session Decisions |
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You are here: BAILII >> Databases >> Scottish Court of Session Decisions >> Ramsbotham v. Scottish American Investment Co., Ltd [1891] ScotLR 28_262 (9 January 1891) URL: http://www.bailii.org/scot/cases/ScotCS/1891/28SLR0262.html Cite as: [1891] SLR 28_262, [1891] ScotLR 28_262 |
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Page: 262↓
A limited company and one of its shareholders presented a special case for the opinion and judgment of the Court on a question which affected the shareholders in general, namely, whether it was within the company's powers to increase its capital by the creation of new stock of a certain character. Held that the special case was competent, as the question raised therein could have been tried between the parties thereto in some other form of process.
Samuel Ramsbotham, M.D., a shareholder in the Scottish American Investment Company, Limited, and the said Scottish American Investment Company, submitted a special case to the First Division of the Court as first and second parties thereto respectively.
The question on which the opinion of the Court was desired was, Whether the increase of the company's capital by the creation of a number of new shares of a certain character was within the company's powers, and whether certain special resolutions purporting to increase the capital by the creation of such shares were valid?
When the case was called in Single Bills some doubt was expressed from the bench whether the question raised in the case, affecting as it did the whole body of shareholders, could competently be tried in the form of a special case to which the company and only one shareholder were parties, and the case was continued to allow the parties to look into the matter.
When the case was again called, it was submitted for the parties that the case stood the test of competency laid down in the case of The Parochial Board of Bothwell v. Pearson, February 6, 1873, 11 Macph. 399, as the question raised could have been tried between the parties in some other form of process; and reference was also made to the following cases— Commissioners of Kirkintilloch v. M'Donald and Others, October 31, 1890, 28 S.L.R. 57; Bruce v. Ratepayers of Fordoun, March 7, 1889, 16 R. 568.
At advising—
The case was sent to the roll.
Counsel for the First Party— D.-F. Balfour, Q. C.— H. Johnston. Agents— Crombie, Bell, & Bannerman, W.S.
Counsel for the Second Parties— Lorimer. Agents— Menzies, Black, & Menzies, W.S.
