Attorney General for Ireland v Jameson

CourtKing's Bench Division (Ireland)
Judgment Date13 February 1904
Date13 February 1904

K. B. Div

Before PALLES, C.B., and BOYD and KENNY, JJ.



Attwater v. AttwaterENR 18 Beav. 330.

Borland's Trustee v. Steel, Bros., & Co., LimitedELR [1901] 1 Ch. 279.

Bradley v. Peixoto 3 Ves. 323.

Casey v. BentleyIR [1902] 1 I. R. 376, 383.

Casey v. BentleyIR [1902] 1 I. R. at p. 393.

Cox v. WilloughbyELR 13 Ch. D. 863.

Dugdale v. DugdaleELR 38 Ch. D. 176.

Earl Cowley v. Commissioners of Inland RevenueELR [1899] A. C. 198.

Essex v. EssexENR 20 Beav. 442.

Homfray v. FothergillELR L. R. 1 Eq. 567.

In re Cawley & Co.ELR 42 Ch. D. 209, 231.

In re RosherELR 26 Ch. D. 801.

London & South-Western Railway Co. v. GommELR 20 Ch. D. 562.

Partington v. The Attorney-GeneralELR L. R. 4 H. L. 100.

The Attorney-General v. Sefton 11 H. L. Cas. 257.

The Oriental Bank Corporation v. Wright 5 A. C. 842.

Walsh v. Secretary of State for India 10 H. L. Cas. 367.

Company — Articles of association — Shares — Restrictions on transfer — Right of pre-emption — Estate duty — Principle of valuation — Sale in open market — Property passing on death — Repugnancy ———

644 THE IRISH REPORTS. [1904 K. B. Div. HIS MAJESTY'S ATTORNEY-GENERAL FOR IRE 1903. LAND, INFORMANT ; JOHN JAMESON, GEORGE Nov. 26-28. JAMESON, AND WM. ROBERTSON, DEFENDANTS (1). 1904. Feb. 13. Company—Articles of association—Shares—Restrictions on transfer—Right of pre-emption—Estate duty—Principle of valuation—Sale in open market —Property passing on death—Repugnancy—Rule against perpetuity—Companies Act, 1862 (25 26 Yid. c. 89), s. 16—Finance Act, 1894 (57 4- 58 Vict. c. 30), ss. 1, 2, 3, 5 ; 7, sub-s. 5 ; 13, 22 (b). By will, dated the 26th July, 1901, a testator devised all the residue of his property to his executors upon trust, to pay the interest of one-sixth part thereof to each of five of the testator's sons and daughters, respectively, for life ; and of the remaining one-sixth part, to such of the children of a deceased daughter as should then be living, in equal shares ; and he directed that, subÂject to the said life estate, his trustees should hold the said respective sixth parts or shares (save as to the share of one daughter, which, after her death, was to be held in trust for the remaining residuary legatees) upon trust, for such person or persons as the parties respectively entitled to a life interest in the said shares might by deed or will appoint. The testator died on the 15th September, 1901, and the said will was duly proved by the three executors therein named. The residuary estate of the testator included 750 fully paid-up shares in the firm of J. J. & Son, Ltd., a Company registered on the 9th October, 1891, under the Joint Stock Companies Acts, dividends upon which had been paid by the Company for some years previously to the testator's death at the rate of twenty per cent. per annum. The articles of association of the Company contained an elaborate series of provisions relating to the registration of holders and to the alienation of shares in the Company, whereby it was (inter alia) provided that any member proÂposing to transfer a share should serve a "transfer notice" upon the Company (who were not bound to recognise any equitable claim in a share) of his intenÂtion to transfer, which notice constituted the Company his agent for the sale of the share to any member at the " fair value thereof," the latter being defined as a sum of £100, or such other sum as should from time to time be fixed as the " fair value " by resolution of the Company in general meeting. No share could, save as therein provided, be transferred to a non-member so long as any member was willing to purchase the same at the "fair value," the directors being empowered to refuse to register any transfer to a non-member (1) Before PALLES, C.B., and BOYD and KENNY, JJ . VOL. II.] WINO'S BENCH DIVISION. 645 of whom they did not approve, such transfer being void. Upon the Company, K. B. Div. within twenty-eight days after the service of the "transfer notice," finding a 1903 member willing to purchase, the retiring member was bound, upon payment of ATTY.-GEN. the "fair value," to transfer the share to the purchasing member, in default J AMESON. of which the Company might receive the purchase-money and enter the name of the purchasing member in the register as the holder of the share. In the event of the Company not finding a purchaser within the twenty-eight days specified, the retiring member might, within three months, sell and transfer the share to any person, subject to the approval of the directors, and at any price. It was also provided that the executors or administrators of a deceased member should be the only persons recognised by the Company as having any title to the shares registered in the name of such member, and that any person becoming entitled to a share in consequence of the death of any member might, subject to the regulations contained in the articles, transfer such share to himÂself or any other person ; the executors of a deceased member being further empowered, subject to the approval of the directors, to transfer the share of such member to his son or brother, or to any son or brother of any existing member. Upon the death of the testator the executors paid for estate duty in respect of the said 750 shares a sum calculated on the basis that the value thereof was, having regard to the right of pre-emption and. restrictions on transfer and sale contained in the articles, limited to the " fair value" of each share fixed by the articles at £100, and refused to pay any further duty. On an information by the Attorney-General, seeking a declaration that on the death of the testator estate duty became payable, under the Finance Act, 1894, upon the principal value of the said shares, being the price which same would fetch if sold in the open market at the time of the testator's death, and that such value was not limited to the " fair value" of £100 a share, or for the determination of the manner in which such value was to be ascertained : Held, (1) That the principal value of the shares to which the testator was entitled at the time of his death was to be estimated at the price which the same would, in the opinion of the Commissioners of Inland Revenue, fetch if sold in open market at the time of such death, and that such principal value was not necessarily limited to the par or " fair value" of £100 a share. (2) Per Boyd and Kenny, JJ. (Palles, C.B., diss.), that in estimating such principal value regard was to be had by the Commissioners to the special proÂvisions in the articles of association with reference to alienation and transfer of the shares of the Company, and as to the " fair value" thereof. (3) Per Boyd and Kenny, that the articles of association were not invalid, either as infringing the rule against perpetuity, or as being repugnant to the right of alienation inherent in absolute ownership. Held, per Palles, C.B. (without expressing any opinion as to the validity of the articles), that inasmuch as the entire legal and equitable interest in the shares was vested in the testator at the time of his death, the whole of such 646 THE IRISH REPORTS. [1904. X. B. Div. interest formed portion of the deceased's property passing on his death within 1903. section 1 of the Finance Act, 1894, and was accordingly subject to the pay Am Y.-GEN. ment of estate duty, that portion of the value of the shares which represented v. the right of pre-emption being properly within section 2, sub-section (b) of the JAMESON. Act, and therefore deemed to pass, and that, on the true construction of secÂtion 7, sub-sect. 5, of the Finance Act, the valuation of the shares ought to be based upon a supposititious, not an actual, sale in the open market, excluding the consideration of such provisions in the articles of association as would preÂvent a purchaser at the sale from becoming a member of the Company, and registered as such in respect of the shares purchased by him at such suppositiÂtious sale. Borland's Trustee v. Steel, Bros., 4- Co., Ltd. ([1901] 1 Ch. 279), followed. INFORMATION at the suit of His Majesty's Attorney-General for Ireland, on behalf of His Majesty, addressed to the Right Honourable the Lord Chief Justice of Ireland, and to the rest of the Judges of the King's Bench Division of the High Court of Justice in Ireland, as follows : Henry Jameson, late of Hermitage, Roebuck, in the county of Dublin, deceased, by his will, dated 26th July, 1901, appointed his two nephews, the defendants John Jameson and George Jameson, and his son-in-law, the defendant William Robertson, the executors thereof, and, after divers pecuniary and other bequests, devised all the rest of his property to his executors (thereinafter called his trustees) upon trust out of his said properties and effects other than his shares in the firm or business of John Jameson & Son, Ltd., Bow-street Distillery, in the city of Dublin, to pay or transfer to the defendant William Robertson the sum of £47,000, to be held by him upon trust to set apart such parts thereof, and to pay the dividends and interest in such parts during the times and to the persons therein particularly mentioned ; and the testator directed that in case the property he should leave, other than his shares in the said firm of John Jame son & Son, should not be sufficient to pay the said sum, then his trustees should, out of the dividends, interest, and income of his entire properties and effects, including the said shares in the firm of John Jameson & Son, Limited, pay the dividends and interest on said sums, together also with the annuities therein mentioned to the persons therein specified. The testator (inter alia) directed that his trustees should hold the rest, residue, and remainder of VOL. II.] KING'S BENCH DIVISION. 647 his estate and effects...

To continue reading

Request your trial
10 cases
  • Dowling v Minister for Finance
    • Ireland
    • Court of Appeal (Ireland)
    • 2 October 2018
    ....../International Monetary Fund programme of financial support for Ireland; And whereas the common good requires permanent or temporary ... on compliance with a number of specific obligations, including general economic policy obligations. Article 5 of the Decision required the State ...v. The Attorney General [1970] I.R. 317 ). Any decisions of such bodies are subject to ...As Kenny J. famously said in Attorney General v. Jameson [1904] 2 I.R. 644 at 671 : 'No shareholder has a right to any ......
  • Attorney General for Ireland v Jameson
    • Ireland
    • Court of Appeal (Ireland)
    • 19 December 1904
    ...manner in which such value was to be ascertained: Held, by the Court of Appeal, vwing the order of the King's Bench Division (reported [1904] 2 I. R. 644),Ithat the principal value of the shares ought to be estimated at the price which-Tin the opinion of the Commissioners of Inland Revenue,......
  • Re Lynall, decd
    • United Kingdom
    • House of Lords
    • 27 October 1971
    ......The fair value of such share shall be fixed by the Company in General Meeting from time to time and where not so fixed shall be deemed to be the ...They followed the Irish case of Attorney-General for Ireland v. Jameson [1905] 2 I.R. 218 . The most succinct ......
  • Avonmore Creameries Ltd v Bord Bainne Co-Op Ltd
    • Ireland
    • Supreme Court
    • 21 March 1991
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT