swarb.co.uk - law index
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Commercial - From: 1900 To: 1929
This page lists 6 cases, and was prepared on 20 May 2019.
ÂCommissioners of Inland Revenue v Muller and Co Margarine [1901] AC 217
1901
HL
Lord Macnaghten, Lord Lindley, Lord Robertson
Commercial, Intellectual Property, Stamp Duty
The House considered the liability, or not, to stamp duty of an agreement made in the UK. Under the Stamp Act 1891 an agreement made in the UK for the sale of any estate or interest in any property except lands or property locally situate out of the UK was chargeable with ad valorem stamp duty. The particular agreement was for the sale of the premises of a wholesale manufacturing business which was carried on in Germany together with the goodwill of the business, all of whose customers were in Germany. Held: The goodwill was property locally situate outside the UK. Lord Macnaghten said: "It is very difficult, as it seems to me, to say that goodwill is not property. Goodwill is bought and sold every day. It may be acquired, I think, in any of the different ways in which property is usually acquired. When a man has got it he may keep it as his own. He may vindicate his exclusive right to it if necessary by process of law. He may dispose of it if he will - of course under the conditions attaching to property of that nature." and
"What is goodwill? It is a thing very easy to describe, very difficult to define. It is the benefit and advantage of a good name, reputation, and connection of business. It is the attractive force which brings in custom. It is the one thing which distinguishes an old established business from a new business at its first start. The goodwill of a business must emanate from a particular centre or source. However widely extended or diffused its influence may be, goodwill is worth nothing unless it has a power of attraction sufficient to bring customers home to the source from which it emanates. Goodwill is composed of a variety of elements. It differs in its composition in different trades and in different businesses in the same trade.”
Lord Lindley said: "Goodwill regarded as property has no meaning except in connection with some trade, business, or calling. In that connection, I understand the word to include whatever adds value to the business by reason of the situation, name and reputation, connection, introduction to old customers, and agreed absence from competition, or any of these things, and there may be others which do not occur to me. In this wide sense, goodwill is inseparable from the business to which it adds value, and, in my opinion, exists where the business is carried on. Such business may be carried on in one place or country or in several, and if in several there may be several businesses, each having a goodwill of its own."
Lord Robertson said: "I do not accede to the view that the goodwill is affixed or attached to the manufactory. Supposing that the products of the manufactory were all exported to England and sold to English customers, I should find it difficult to hold that the goodwill was out of England merely because the manufactory was. The application of the words "locally situate" would then present a different question, requiring, I should think, a different answer. Again, if the facts as to the distribution of the products were more complicated, as, for example, if the trade were diffused over England and other countries, then the location of the goodwill would be a more complex, although I do not by any means think an insoluble, problem.
I confess I find no repugnancy in affirming of the goodwill of a business that it is locally situate somewhere. It is, I should say, locally situate within the geographical limits which comprehend the seat of the trade, and the trade. That sounds like a very cautious statement, and fortunately it is enough for the present question. It seems to me that in the statute the distinction drawn is between what from a British point of view we should call British property and foreign property; and the goodwill of a business which begins and ends abroad is, I think, property locally situate outside the United Kingdom."
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 Attorney General of the Commonwealth of Australia v Adelaide Steamship Company; PC 1913 - [1913] AC 781
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Gebruder Van Uden v Burrell [1916] SLR 400
20 Jan 1916
SCS
Commercial
Partnership - War - Alien Enemy - Trading with the Enemy Proclamation, 5th August 1914 - Sole Partners - Firm of Dutch Pursuers Individually Interested in Business Carried on in Germany.
[ Bailii ]
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Glasgow Trades House [1920] UKHL 786; 57 SLR 786
24 Jul 1920
HL
Commercial
This Order was promoted by the Trades House of Glasgow, a corporate body originating in 1605 by Letter of Guildry, and ratified and confirmed subsequently by Acts of Parliament. Two of the fourteen trade guilds which constituted the House, the Incorporation of Tailors and the Incorporation of Maltmen, were opposing the Order, and the money required for the promotion had been subscribed by the twelve other incorporations.
The four senior incorporations-the hammermen, the tailors, the cordiners, and the maltmen-had each six representatives in the House, the weavers had four, the bakers, skinners, wrights, coopers, fleshers, masons, gardeners, and barbers three each, and the dyers two. The Order proposed, while leaving the representation of the four senior as at present, to make the representation of each of the ten junior incorporations four, thereby increasing the total number of representatives from 54 to 64. The House was possessed of large funds which it had to administer, and the income from which it used in giving pensions, bursaries, subscriptions, and donations. Its deacon convener was ex officio a member of Glasgow Town Council and a director of many benevolent institutions. The House also had the right to nominate representatives to sit on the boards of direction of various public bodies, such as the Clyde Navigation Trust, and co.
The opposition was based on the grounds that the constitution of such an ancient institution as the Trades House of Glasgow should not be altered save for some very clearly established and practical reason; that there was no substantive cause even put forward for the change proposed, which again was going to base the constitution of the House on no logical principle; that the present representation could be defended as a recognition of the greater efforts of the senior incorporations in early days; that the change would give-and that might be exercised to the detriment of the senior incorporations-additional power to the junior incorporations in dealing with pensions.
The Commissioners found the preamble proved.
Clauses were adjusted.
[ Bailii ]
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Aksionairnoye Obschestvo A M Luther v James Sagor and Co [1921] 3 KB 532
1921
CA
Scrutton LJ
Commercial, International
A claim was made as to property seized by a decree of Russian revolutionaries later recognised as the government. Held: A court is required to recognise a foreign state's dealings with private proprietary rights within its jurisdiction. An English court will recognise the compulsory acquisition law of a foreign state and will recognise the change of title to property which has come under the control of the foreign state and will recognise the consequences of that change of title.
Scrutton LJ said: 'The courts in questions whether a particular person or institution is a sovereign must be guided only by the statement of the sovereign on whose behalf they exercise jurisdiction.'
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The Ship "Marlborough Hill" v Alex Cowan and Sons Limited [1921] AC 444
1921
PC
Lord Phillimore
Contract, Commercial, Transport
The question was whether a document, describing itself as a bill of lading but written in the form of a receipt of goods for (rather than of) shipment, was a bill of lading for the purposes of the Act, which set out the jurisdiction of the admiralty court for an action in rem. The claim had been brought by consignees which provided for delivery to the shipper's order. Held: It was a bill of lading within the Act. The court noted that it purported to be negotiable. If this document is a bill of lading, it is a negotiable instrument. Other incidents of the document were standard for a bill of lading, such as detailed terms and conditions in familiar form; the fact that the document was called a bill of lading many times in the course of such provisions and that it was made subject to the US Charter Act; the fact that it provides that "If required by the shipowner, one signed bill of lading, duly endorsed, must be surrendered on delivery of the goods"; and that it "ends in the time honoured form", viz "In witness whereof the master or agent of said vessel has signed three bills of lading, all of this tenor and date, of which if one is accomplished, the others shall be void" The court emphasised that the document would work as merchants would expect a bill of lading to work. It accorded wit hstandard commercial practiceand the parties agreed to call it a bill of lading, and entered into obligations and acquired rights proper to a bill of lading. All the other incidents in its very detailed language are such as are proper to such a document.
Admiralty Court Act 1861
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