City of Glasgow Bank Liquidation – (Nelson Mitchell’s Case) – Nelson Mitchell, Petitioner v The Liquidators: HL 20 May 1879

Public Company – Sale of Bank Stock – Registering Sale after Stoppage of Company – Companies Act 1862, sec. 35
A sale of bank stock was made upon a stock exchange on 28th and 30th September, the settling-day being the 16th October. Before the settling-day the bank, who were the purchasers of the stock, suspended payment. On the 16th October, the bank having previously declined to execute a transfer of the stock, a transfer was tendered to them, but they declined to accept or register it. On the 22d a winding-up resolution was passed, following upon a notice of motion to that effect issued to the shareholders by circular on the 5th.
In a petition at the instance of the seller to have his name removed from the list of contributors in respect that the bank was real proprietor of the stock – held ( aff. the judgment of the Court of Session) that in the circumstances the directors were neither bound nor entitled to make the required alteration upon the register, and there was thus no ground for the contention that there had been ‘default’ or ‘unnecessary delay,’ under section 35 of the Companies Act 1862, in respect of their neglect to do so.
Opinion reserved as to the effect of the 1st section of Leeman’s Act (30 vict. cap. 29) upon the validity of the sale of stock in question, it having been averred that the brokers’ contract did not ‘set forth the person or persons in whose name or names’ the stock stood as registered proprietor at the date of the sale.


Lord Chancellor (Cairns), Lord Hatherley, Lord O’Hagan, Lord Selborne, Lord Blackburn, and Lord Gordon


[1879] UKHL 511, 16 SLR 511






Updated: 04 July 2022; Ref: scu.637960