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TMI Blog1931 (5) TMI 28X X X X Extracts X X X X X X X X Extracts X X X X ..... ges, be entitled at the expiration of the lease "to compensation for the unexhausted value of the improvements made by him or his assigns upon the said land during the term of the lease including, in the case of business premises, any Goodwill which may have been created by him or his assigns during the currency of the lease." The supplementary statute of 1926 requires that the amount to be paid, inter alia, in respect of such compensation shall in default of agreement, be determined by three arbitrators, one appointed by each of the contestant parties, and the third by the Supreme Court or a Judge thereof. The order of the Supreme Court dated March 5, 1930, and now appealed from purported to appoint at the instance of the respondent, claiming to be the "assign" of the lease, the third of these arbitrators. It has throughout been the appellant's contention that as between herself and the respondent there was nothing to arbitrate about She has based that contention on several grounds, one of which has always been and it is the only ground she now puts forward that the respondent was not a person entitled under the statute to claim compensation, for that he never was within the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... view of the nature of the final issue between the parties, that the devolution of the leasehold interest from the original lessees is also left untraced in evidence. But this omission is also less serious than it might have been, because it is accepted by the appellant without requiring proof that, prior to the year 1912, the term had become vested as assigns of these lessees in A. Frederick Goodridge, John Richard Goodridge, Richard F. Goodridge and Alfred J. Goodridge, trading in partnership on the demised premises under the firm name of Alan Goodridge and Sons, and the only task set the respondent by the appellant has been to trace his title as assignee from the partners in that firm. And the respondent begins by producing a deed of December 12, 1912, by which, following the incorporation of a private company limited by shares to acquire and carry on the firm's business, the partners assigned to the company certain of their partnership assets, including specifically the lease of May 16, 1848. This deed of assignment was duly registered, and, the appellant's admission of the assignors' title being accepted, was undobtedly effective to make the company the legal assign of Mackay ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ustee, a trust deed for the benefit of their creditors. By that deed the debtors assigned to Mr. Watson "All the real and personal estate whatsoever and wheresoever situate of or belonging or due or owing to the debtors and each of them" on specific mention being made in these parcels, as will be seen, either of the lease of 1848, or of the hereditaments thereby demised a circumstance not without importance in view of the fact that there is no evidence to show that the debtors were, in fact, the "shareholders" amongst whom the liquidator had distributed the company's surplus assets, or how, if they were not, they had become interested in the property and in what shares. It is not, however, necessary to probe this difficulty further. Treating the question merely as one of construction of that deed as executed, their Lordships think it not doubtful that, in relation to the leasehold hereditaments now in question, it did not pass to Mr. Watson, as trustee, any title or estate therein which was not then a title or estate of the debtors. In these circumstances the next deed in the respondent's chain of title has less importance than he has attributed to it. It is a deed of September 23, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Florence Goodridge, the respondent, and the Eastern Trust Company as administrators of the estate of the said Angus Macdonald, then deceased, in and to the said leasehold property and interest, and that they thereby transferred, assigned and set over unto these three parties as from April 1, 1919, all such right, title and interest in and to the said leasehold property, and interest, and all such rights and interests appurtenant thereto or arising thereout as might still be valid and subsisting and vested in them at "the date of the said deed poll, February 15, 1930. That deed poll, remarkable as it is and it is a notable example of salvage conveyancing was not, in their Lordships' judgment, effective for its purpose. The Supreme Court took the view that as between the company and the three persons whose title it purported to confirm, it amounted to a legal assignment in writing of the leasehold interest in the property with all rights appurtenant thereto which included the right to obtain payment of compensation under the Act of 1921. It certainly did not purport to be more than this. But 30 regarded it was at law quite inoperative, inasmuch as the estate or interest which it pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r oversight of the parties to the transaction." The learned Judge is, in other words, apparently of the opinion that the "shareholders" amongst whom the leasehold hereditaments were "distributed" became in effect legal assigns of the original lessees. Their Lordships consider that it would be unfortunate if judicially any such result were to be held to flow from a transaction which, as stated by the liquidator himself, was in almost every respect irregular. His statement, which is qualified by no explanation seems to be indicative of a view too widely current, and not only in Newfoundland, that a private company need not be regarded as a corporation distinct from the persons composing it, and that irregularities in connexion with its liquidation, which in the case of a public company would be most serious, are venial and perhaps even permissible. It is necessary, in their Lordships' opinion, that this view should be once for all dispelled. The duties and responsibilites of the liquidator are as serious in the liquidation of a private company as of any other. It is, of course, possible that in the case even of a public company, its surplus assets may, in specie, and without real ..... X X X X Extracts X X X X X X X X Extracts X X X X
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