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] Blackburn J defines estoppel as follows: ‘Where one states a thing to another, with a view to the other altering his position, or knowing that, as a reasonable man, he will alter his position, then the person to whom the statement is made is entitled to hold the other bound, and the matter is regulated by the state of facts imported by the statement.’. I accept that as a good definition of estoppel . . ‘ and ‘It is plain that when Blackburn J uses the phrase ‘alter his position’ he does not mean that an active alteration is necessary, but that it is sufficient if the person to whom the statement is made rests satisfied with the position taken up by him in reliance on the statement, so that he suffers loss.’


Farwell J


[1900] 1 Ch 833


England and Wales


DistinguishedSimm 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 by:

CitedCadbury Schweppes Plc and Another v Halifax Share Dealing Ltd and Another ChD 23-May-2006
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. . .
Lists of cited by and citing cases may be incomplete.

Company, Estoppel

Updated: 10 May 2022; Ref: scu.242173