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TMI Blog1927 (7) TMI 6X X X X Extracts X X X X X X X X Extracts X X X X ..... e on the register is necessarily an order to take Millar's name off. Apart from the merits of the case their Lordships, had they been in favour of the respondent on this appeal, would have found difficulty in affirming an order for rectification made in an action to which the transferrer was not a party. But inasmuch as upon the merits they think that the order cannot be sustained, they have no difficulty in dealing with the case in the absence of the transferrer. They therefore proceed to deal with the case upon the merits. 3. The appellant company was incorporated on 29th April 1881, by letters patent issued under the then existing Ontario Company's Act, R.S.O., 1877, Ch. 150, with a capital of $20,000, divided into 200 shares of $100 each. On 28th June 1909, Charles Millar was the registered holder of one share. 4. In 1910, before the increase of the shares from $100 each to $1,000 each and before the issue of the new shares presently mentioned, he obtained a second share. On 10th November 1910, the committee of the company passed and on 30th November 1910, the company ratified a by-law in the following terms; By-Law No. 37: 1. Save as hereinafter provided, n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpairment shall be deducted from the par value of such shares in ascertaining the said price. 6. Notwithstanding anything contained in the foregoing provisions no share-holder shall sell and transfer any share or shares to any person not a shareholder for a price less than the amount to be ascertained as above until the Club shall first have been given an opportunity for five days to find a purchaser for such share or shares at such lower price. 5. At that date (10th November 1910) the Ontario Act of 20th April 1907, was in force. S. 48 of that Act is in the following terms: 48. The shares of the company shall be deemed personal estate and shall be transferable on the books of the company, in such manner and subject to such conditions and restrictions as by this Act, the special Act, the Letters Patent or by-laws of the company may be prescribed and S. 87 (a) is in the following terms: 87. The directors may, from time to time, make by laws not contrary to law, or to the Letters Patent of the company, or to this Act, to regulate: (a) The allotment of shares; the making of calls thereon, the payment thereof; the issue and registration of certificates of shares; the for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tal stock of the Ontario Jockey Club represented by this certificate are subject to the provisions of By-Law Number 37, of the Ontario Jockey Club, passed on the twenty-fourth day of November 1910; which require that before any shareholder can transfer a share to any person not already a shareholder of the Club notice shall first be given to the Club of the desire of such shareholder to sell his share or shares, and the Club shall have the right to sell the same to a purchaser at a price to be ascertained according to the provisions of said By-Law, or at any less price that may be fixed by the seller. Similar agreements were signed and similar certificates issued to every holder of shares in the company. 13. By the Ontario Act, 1912, the above section of the Act of 1907 was replaced by a section as follows: 54.-(1) The shares of the company shall be deemed personal estate and shall be transferable on the books of the company, in such manner and subject to such conditions and restrictions as by this Act, the Special Act, the Letters Patent, Supplementary Letters Patent or by-laws of the company may be prescribed. (2) Subject to S. 56, no by-law shall be passed which in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Whether By-law No. 37 was or was not binding as a by-law, it was competent to the shareholder to bind himself to the restriction expressed in it, and by signing the agreement he became, and by virtue of their signatures given on receiving the additional shares every shareholder became bound by that restriction. It was urged, however, that even if this is so as regards the two shares, the same proposition is not true of the other four shares afterwards issued to Millar. It is true that the agreement was not signed again on the issue of the four shares, but the restrictive footnote was printed on the certificate for the six shares which was substituted for the certificate for the four shares, and the allottee received the certificate for the six shares as being a certificate of a body of six shares all of which were alike issued and accepted upon the terms on which the two shares were originally issued. 19. That Restrictions may be placed upon a shareholder's right of transfer of his shares cannot be questioned. The cases are numerous in which such restrictions have been upheld. Shares are prima facie transferable. But there is no law which precludes the shareholders from cont ..... X X X X Extracts X X X X X X X X Extracts X X X X
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