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TMI Blog1960 (7) TMI 20X X X X Extracts X X X X X X X X Extracts X X X X ..... ban District Council the building lease of a valuable site in a key position in the Morden Shopping Centre. The statement of claim alleges, in effect, that thereafter the defendants, with intent to defraud the company, conspired together to assist a competitor of the company to obtain the building lease to which I have referred. The company alleges that, by reason of the defendants' conspiracy and breach of contract, the building lease went to a competitor of the company, and the company lost the large profit which it would otherwise have made out of the development of the site in question. The defendants, by their amended defence, deny the alleged conspiracy and breach of contract, but also take the point that the acquisition of the buil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich the plaintiff company was established are to be found in clause 3 of its memorandum of association. The following are the opening words of the clause: "The objects for which the company is established are:" then are set out a number of paragraphs from (A) to (S). Paragraphs (A) and (B) of this clause make it plain that the company's main object was to act as exporters and importers of a wide variety of goods It is plain that the business of property development per se cannot be regarded as ancillary to this "main object." Accordingly, the paragraphs of clause 3 relied on by Mr. Settle as being wide enough, if looked at alone, to empower the company to engage in the business of property development, cannot so empower the company if the " ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case ( supra ) overrules this decision. If, on the other hand, he was merely construing the words before him, Cotman v. Brougham case ( supra ) leaves his decision standing. The textbooks support the argument that Stephens v. Mysore Reefs ( Kangundy ) Mining Co. Ltd. case ( supra ) is no longer law; see, for example, Palmer's Company Law, 16th ed. [1938], p. 59 [20th ed. [1959], p. 89], and Halsbury's Laws of England, 3rd ed., vol. 6 [1954], p. 414 [note (k)]. I must confess that I find it difficult to ascertain precisely the basis on which Swinfen Eady J. did decide the Stephens v. Mysore Reefs case ( supra ). I incline to the view that he was merely deciding that the form of words before him (which is precisely the sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... overrule the Stephens v. Mysore Reefs [1902] 1 Ch. 745, it is strange that it did not expressly do so. It appears to me that the House of Lords considered it unnecessary to express any opinion about the correctness of the decision of Swinfen Eady J., and, accordingly, it was not referred to in any of the speeches save that of Lord Parker of Waddington [1918] A.C. 514, 520, who expressed no concluded view upon it. If the words in this case and in the Stephens v. Mysore Reefs case ( supra ) do not mean that each paragraph of the objects clause is to be read in isolation, and is not to be limited or restricted by any other paragraph, I do not know what they do mean. Nor is any other meaning suggested by Swinfen Eady J. Any decision ..... X X X X Extracts X X X X X X X X Extracts X X X X
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