The King (Rowell) v The Registrar of Joint Stock Companies for Ireland

• Jurisdiction: Ireland
• Judgment Date: 20 April 1904
• Date: 20 April 1904
• Court: King's Bench Division (Ireland)

The King (Rowell)

and

The Registrar of Joint Stock Companies For Ireland (1).

K. B. Div.

CASES

DETERMINED BY

THE KING'S BENCH DIVISION

OF

THE HIGH COURT OF JUSTICE IN IRELAND,

AND ON APPEAL THEREFROM IN

THE COURT OF APPEAL,

AND BY

THE COURT FOR CROWN CASES RESERVED.

1904.

Dentist — Company — Name of proposed Company involving false representation — Refusal to register — Mandamus — Dentists Act, 1878 (41 & 42 Vict. c. 33) — Companies Act, 1862 (25 26 Vict. c. 89), s. 6.

The memorandum of association of a Company proposed to be formed for the purpose of carrying on the business of teeth extracting and artificial teeth making, provided that the name of the Company should be “S. G. Rowell, Dentist, Limited.” None of the signatories to the memorandum (one of whom was S. G. Rowell) was registered as a dentist under the Dentists Act, 1878. The Registrar of Joint Stock Companies having refused to register the memorandum of association under the Companies Act, 1862:—

Held, that a mandamus would not be granted to compel him to do so, since the use by the Company of the proposed name would involve a false representation, tending to mislead the public.

Mandamus.

This was an application on behalf of the prosecutor to make absolute a conditional order for a writ of mandamus directed to

the Registrar of Joint Stock Companies for Ireland, commanding him to register the Memorandum of Association of the Company, limited by shares, entitled “S. G. Rowell, Dentist, Limited,” and to issue a certificate under his hand that such company was incorporated and limited. The memorandum of association in question stated that the name of company was S. G. Rowell, Dentist, Limited, and that the objects of the company were inter alia to establish and carry on the business of a teeth extractor, artificial teeth maker, and teeth specialist, at Clonmel in the county Tipperary, and elsewhere in the United Kingdom. The capital of the company was stated to be £300, divided into 300 shares of £1. The memorandum was signed by the prosecutor, S. G. Rowell, his wife Bridget Rowell, and five other persons described, respectively, as drapery manager, photographer, merchant, drapery manager, and creamery manager, each of the signatories agreeing to take one share. In the copy of the register of directors, the directors were stated to be Sidney George Rowell (the prosecutor), described as “mechanical dentist” of 30, Parnell-street, Clonmel, and Bridget Rowell, married woman, of the same address. In the notice of the situation of the registered office of the company, it was stated to be at 30, Parnell-street, Clonmel. The memorandum and other documents necessary for the registration of the company were presented to the Registrar of Joint Stock Companies for Ireland, who, however, declined to proceed with the registration of the company on the ground that the Board of Trade had the general question of Dentist Companies under consideration.

The prosecutor, in affidavits made by him for the purpose of obtaining the conditional order, stated that for three years past he had carried on the business of a dentist at 30, Parnell-street, Clonmel; that he was a mechanical dentist, and had served an apprenticeship of seven years to surgeon dentists in London; that in November, 1903, he decided to convert his said business into a limited company; that he did so bonâ fide for the more effectual carrying on of the said business, and because he believed that his said business could be more effectively and profitably carried on as a company, and not for any other reason or purpose.

A conditional order for a mandamus was granted and directed to be served on the Registrar of Joint Stock Companies for Ireland, and on Kevin E. O'Duffy, Esq., Hon. Sec. of the Irish Branch of the British Dental Association. In an affidavit, made by the latter and filed by way of cause against the conditional order, he stated that the application to register the Company, and the application for the mandamus, were resisted by him on behalf of the Irish Branch of the Association, on the ground that the application to register the Company under the Companies Acts was made for the fraudulent purpose of evading the provisions of the Dentists Act, 1878, and enabling the prosecutor, who was not, and never had been, registered under the Dentists Act, and was not entitled to be so registered, to take and use under the cover of the name S. G. Rowell, Dentist, Limited, the name, title, and addition of dentist, and thus to impose upon the public, and to invade the privilege of properly qualified and registered dentists, and by turning himself into a one-man company to escape the liability to prosecution and the penalties which would be inflicted on him if he were to take or use the name of dentist as an individual. That the assumption by the prosecutor of the description of “mechanical dentist” was illegal and misleading, and rendered him liable to prosecution under the Dentists Act, 1878; and that the assumption of the title of dentist, either alone or in...