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TMI Blog1932 (10) TMI 11X X X X Extracts X X X X X X X X Extracts X X X X ..... er the provision of its memorandum with respect to the objects of the company, so far as may be required to enable it (a) to carry on its business more economically or more efficiently; or (b) to attain its main purpose by new or improved means." I pause there for a moment. It is quite clear that by the section that I have read the intention of the Legislature was to prevent too easy an alteration of the conditions contained in the memorandum of association of a company; but it is also plain from the terms of section 5 that there was no intention to shut out a company from making some alteration which was of a nature and quality to enable it to carry on its business more economically or more efficiently, or to attain its main purpose by new and improved means. Bearing in mind that those subsidiary words are in section 5, one turns to see what are the main provisions of section 5, which deal with an alteration of the provisions of its memorandum with- respect to the objects of the company. Now those few words "with respect to" are no doubt words which are not easy of definition. The probability is that the Legislature intended that they should not be too definite, and to give a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt of poultry husbandry should be undertaken, and made efficient, by a system and organisation adequate to cope with its largely increased numbers, and consequently largely increased commercial dealings. Now Eve, J., has given his approval and blessing to the good faith with which these alterations are effected, to the purpose which is sought to be achieved, and to the alterations in their terms. But he has felt himself unable to accede, or to do what he would apparently wish to do, namely, to approve these alterations by reason of the terms of sub-section 1 of section 5 of the Companies Act, 1929, and particularly to the words " with respect to the objects of the company, " because his view is that enabling a payment to be made now to a member of the council or governing body of the association is a fundamental alteration of the objects of the company. I find myself unable to accept the view. Indeed I have some little difficulty in following Eve, J., because at the outset of his judgment he said: " The object of the pending application is to obtain confirmation by the Court of a special resolution altering the memorandum of association with respect to its objects, in order to' e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld have cancelled the sanction on which a certain limitation of the company rested. There was no reason for it and he refused to do it. It is not a case which really deals, as the Court of Sessions case does, with the meaning and interpretation to be but upon the words "with respect to." For these treasons I think the appeal must be allowed and the order asked for granted. Lawrence L. J. This appeal raises the question whether the proposed alterations of a memorandum are alterations with respect to the objects of the company within the meaning of section 5, sub-section 1 of the Companies Act, 1929. In my opinion that section ought not to be construed too narrowly, and I agree with the interpretation placed upon it by the Lord Justice Clerk in the case of the Incorporated Glasgow Dental Hospital v. Lord Advocate, where he says that the corresponding section in the 1908 Act section-9, sub-section 1 might be read as if it provided that the company might alter any provision to be found within the four corners of its memorandum which related to the objects of the company. Now, placing that interpretation upon section 5, sub-section 1, the question is whether the proposed alterati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... perty of the association, derived from the carrying out of those objects, and with the greatest respect to the learned Judge, I think that the fact that the alterations substantially alter the objects is not the relevant consideration for the purpose of ascertaining whether the Court has jurisdiction to sanction the alterations. It may well be that if the alteration is of such a character as to substantially alter the main object for which the company was formed, the Court ought not to sanction the alteration under section 5, sub section 1, although it might come within the words of the section; but in a case like the present, where the alterations are desirable for the purpose of more efficiently carrying on the main objects of the company, which are left unaltered, but which may be attained by improved means, I am of opinion that the alteration come within the scope of section 5, sub-section 1, even although they do alter the character of the company, in this sense, that for the first time the members of the association will be entitled to derive profits from the undertaking, and the members of the governing body of the association will be enabled to receive remuneration for this ..... X X X X Extracts X X X X X X X X Extracts X X X X
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