9911796707
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Issues:
1. Whether the two contributories can be included in the list for non-payment of calls leading to the forfeiture of shares. Analysis: The judgment revolves around the objection raised by two contributories against being included in the list for non-payment of calls resulting in the forfeiture of their shares. The contributory No. 349 received a notice to make payment to avoid forfeiture, while contributory No. 756 did not have such prior communication. Both contributories received a notice stating that failure to pay by a specified date would lead to the forfeiture of shares as per the company's Articles of Association. The Articles provided a procedure for serving notice, specifying the consequences of non-payment, and effecting forfeiture through a resolution by the directors. The contributories failed to pay the demanded amounts, leading to the issue at hand. The argument presented on behalf of the contributories was that the notice given was a combined notice following a resolution under Article 29, indicating the shares would be forfeited upon non-payment by the stipulated date. Reference was made to English cases to support the contention that forfeiture was intended upon non-payment. However, the resolution passed in January 1939 forfeiting shares did not include the names of the two contributories, raising doubts about the validity of the forfeiture. The judgment cited precedents emphasizing the importance of subsequent conduct in determining the actual effect of forfeiture and highlighted the need for strict adherence to the procedures outlined in the Articles of Association for forfeiting shares. The court analyzed the actions of the company post the notice period and the resolution passed, noting that the names of the two contributories were not included in the list of defaulters whose shares were forfeited. It was observed that the company continued to treat these individuals as shareholders, indicating a lack of strict compliance with the forfeiture procedures outlined in the Articles. The court interpreted the notice sent to the contributories, concluding that it did not automatically lead to forfeiture upon non-compliance with payment. As a result, the court ruled that the two contributories would remain in the list filed by the Official Liquidators of the company, implying that their shares were not forfeited based on the notice issued. In conclusion, the judgment delves into the procedural requirements for forfeiting shares due to non-payment of calls, emphasizing the need for strict adherence to the Articles of Association and subsequent conduct to determine the actual effect of forfeiture. The court's analysis focused on the specific circumstances of the case, highlighting the importance of following prescribed procedures and the interpretation of notices in determining the validity of share forfeitures.
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