Fraudsters had successfully contrived to sell shares of others, by re-registering the shares to new addresses and requesting new certificates. The question was which of the company, the company registrars and the stockbrokers should bear the loss. The parties did not make accusations against each others of negligence.
Held: The stockbrokers had established an estoppel by the representation on the face of the certificate. The claims ended up ‘as if the Claimant companies had reinstated strangers, persons who had no right to be shareholders, a claim against which they received no Barclay implied indemnity from the Stockbrokers. The Companies have no right against the Stockbrokers other than by way of that indemnity and, that being denied them, their claims against the Stockbrokers thus fail.’
Lindsay J
[2006] EWHC 1184 (Ch)
Bailii
Companies Act 1985 352(1)
England and Wales
Citing:
Cited – Dugdale v Lovering 1875
The court adopted the position proposed by Mr Cave, for the Plaintiff: ‘It is a general principle of law when an act is done by one person at the request of another which act is not in itself manifestly tortious to the knowledge of the person doing . .
Cited – Corporation of Sheffield v Barclay and Others HL 3-Jul-1905
Lord Davey said: ‘I think that the appellants [Sheffield Corporation] have a statutory duty to register all valid transfers, and on the demand of the transferee to issue to him a fresh certificate of title to the stock comprised therein. But, of . .
Cited – Royal Bank of Scotland Plc v Sandstone Properties Ltd and Others QBD 12-Mar-1998
A stock-broker who innocently requested the registration of a transfer supported by a duplicate share certificate was obliged to indemnify the company registrar for his loss even though the fraud had been made possible by duplicate share issue.
Cited – Stanley Yeung Kai Yung and another v Hong Kong and Shanghai Banking Corporation PC 1980
The shareholder had had his share certificates stolen. The thief lodged forged transfers with stockbrokers, who in good faith sent the share certificates and transfer deeds to the bank for registration and transfer, which was done. The transferee . .
Cited – Re The Bahia and San Francisco Railway Co Ltd v Trittin and others CA 1868
Miss Trittin left her share certificates with a broker. A forged transfer together with the certificates, was lodged with and with registered by the company. The new certificates certified that the named person as registered holder. He then sold . .
Cited – The Balkis Consolidated Co Ltd v Tomkinson and Others HL 1893
Tomkinson, a stockbroker, bought shares was registered by the company and received share certificates, and then sold them. The company found that the vendor to him had previously sold the shares to someone else who had been duly registered. The . .
Cited – Re The Bahia and San Francisco Railway Co Ltd v Trittin and others CA 1868
Miss Trittin left her share certificates with a broker. A forged transfer together with the certificates, was lodged with and with registered by the company. The new certificates certified that the named person as registered holder. He then sold . .
Mentioned – Alipour v Ary and Schweininger CA 17-Dec-1996
The petitioner appealed against rejection of his contributor’s winding up petition.
Held: The Companies court was the appropriate place to determine a dispute on winding up petition. A dispute on locus standi can be dealt with in the . .
Cited – Dixon v Kennaway and Co 1900
Farwell J said: ‘There is no doubt on the authorities that a certificate under the seal of the company estops the company from denying the title of a person who has accepted and acted on the certificate. In Knights -v- Wiffen [LR 5 QB 660 at 665] . .
Mentioned – In re Ottos Kopje Diamond Mines Ltd CA 1893
Bowen LJ: (referring to Bahia) ‘The way in which the Court made the company liable was this: they said that in as much as the certificate had been intended to be acted upon, it became a document the truth of which the company could not deny as . .
Cited – Gillett v Holt and Another CA 23-Mar-2000
Repeated Assurances Created Equitable Estoppel
Repeated assurances, given over years, that the claimant would acquire an interest in property on the death of the person giving the re-assurance, and upon which the claimant relied to his detriment, could found a claim of equitable estoppel. The . .
Cited – Bloomenthal v Ford HL 1897
The appellant lent money to a limited company upon the terms that he should have as collateral security fully paid shares in the company and the company handed to the appellant certificates for 10000 shares of 1 pound each. The certificates stated . .
Cited – Simm and Others v Anglo-American Telegraph Co CA 1879
A firm which had acted through nominees sought to raise an estoppel as to its status on the company registers.
Held: The nominees acquired a ‘title by estoppel’ against the company following the issue by the company of a share certificate to . .
Cited – Baxendale v Bennett CA 1878
‘All estoppels are odious’ They should not be upheld unless they satisfy precisely the provisions of the law. . .
Cited – Longman v Bath Electric Tramways Ltd CA 1905
The reliance to be established by a person who seeks to raise an estoppel must be the proximate, direct or real loss (or detriment) which is asserted as part of the grounds for the estoppel. . .
These lists may be incomplete.
Updated: 09 July 2021; Ref: scu.242151
