The appellants in good faith advanced a sum of money to the secretary of a company for his private purposes on the security of a share certificate of the company. The certificate was in point of form correct, bearing the seal of the company, and appearing to be signed by two of the directors and countersigned by the secretary. The seal of the company was however affixed to it fraudulently by the secretary and without authority, and the signatures of the two directors were forged by him.
Held that the company were not estopped from pleading the invalidity of the certificate, and were not responsible to the appellants for the loss they had sustained through the fraud of the secretary.
Judges:
Lord Chancellor (Loreburn), Lords Macnaghten, Davey, James of Hereford, Robertson, and Atkinson
Citations:
[1906] UKHL 616
Links:
Jurisdiction:
England and Wales
Company, Torts – Other
Updated: 04 May 2022; Ref: scu.625468