LAW REPORTS.

Dominion, Volume 4, Issue 1191, 28 July 1911, Page 3

LAW REPORTS.

COURT OF APPEAL. I TO ENLARGE SCOPE OF BUSINESS, N.Z. INSURANCE COMPANY'S APPLICATION GHANTED. Judgment was given in the Court of Appeal yesterday on the application of tho New Zealand Insurance Company, Ltd., for leave to alter its memorandum of association so as to enable it to enlarge the scope of its business. . This application was iirst made in the Supreme Court at Auckland, and Mr. Justice Edwards ordered its removal into the Court of Appeal, where it was heard before the Chief Justice (Sir Robert Stout), and their Honours Sir Joshua Williams, Mr. Justice Denniston, and Mr. Justice Edwards. The company was incorporated in 1862 under the Joint Stock Companies Act, lStiO, as an unlimited ■ company and was registered in 1906 as a limited company, in accordance with the provisions of the Companies Act,. 1903, and the Fire and Marine Insurance Companies Act, 18b!). Its 'registered office is at Auckland,-and its capital is .£1,500,000, divided into 150,000 paid-up shares of ,£lO each. The memorandum of association confines the company to insurance business. The proposed addi-> tions would enable it to do all kinds of 'trust and agency business, and all kinds of guarantee business; also to establish or assist any institution for the benefit of its employees. It was also affirmed that the company had plenty of capital to work its business, and the proposed additional business, and that its assets were far moro than' sufficient to pay all its debts and to make good the whole of its paid-up 'capital.

Mr.' H. I'. Richmond appeared for tho company at thu hearing. Tliero was no appearance against tho application.

Counsel stated that no creditors objected to the - proposed alterations, and there were no dissentient shareholders. Nobody outside the company could be injur.ed. Sir Joshua Williams asked whether the name of tho company ought not to be altered, so as to indicate its enlarged scope.Mr. Richmond admitted that the Court, in granting the application, could make such a condition, and he placed before tho Court the legal aspects of the case. ' In delivering judgment, Sir Joshua William's said that'what the-Court had to consider was whether the alteration was required in order, to enable the company: (e) To carry on its business.more economically or more efficiently; or (d) to attain its main purpose by new or improved means; or. (e) to enlarge or change the local area of its operations; or (f) to carry on any business or businesses that under existing circumstances may conveniently or advantageously bo combined with tho business of the. company; or (g) to restrict or abandon any of tho objects specified in. the Memorandum of Association or deed of settlement. Tho Court had no objections from, any shareholders to consider, and as there were no creditors who could bo affected tho questions to bo consideretL were: (1) Would any shareholder be injured by the proposed amendment'? (2) Would anyone hereafter dealing .with the company be deceived by granting the amendment?'

(3) Were the powers proposed to be. granted by • the amendment within tho powers usually granted to such companies? •

As to (I)'neither t'lic trustee and executor business, nor the guarantee business upon' which tho company proposed to enter wore -so hazardous •as firo . insurance. ' Both'branches of business were ■ frequently conducted by fire insurance companies The' other proposed amendments, though' giving apparently wide powers-to tho-company were . substantially in accord with. tlve common powers to.be inserted, in 'a Memorandum of Association.

As to (2) -the. businesses proposed to be allowed to be carried on and the-powers proposed to bo given were frequently carried oil by insurance companies and were authorised by their Memorandum of Association. -There was no reason therefore' to suppose that th 3 name of t'lic company—the New Zealand Insurance Company—would lead people to believe that the business ot tho company was confined- to insurance only and might not include other business which insurance companies were in the liabit of carrying on in addition to purely insurance business. .

As to (3) various other companies had' been allowed to make similar amendments.

Ihe principle on which the English cases appear to go," said his Honour in conclusion, "is that the shareholders know best wliat is good for themselves and for the company. If there is no opposition and if the Court sees clearlv >hat neither the. creditors of the company will suffer nor that those who deal with the company or buy .shares in the company are likely to bo deceived or misled the Court will, except in ordinary circumstances, confirm tho alteration. Ut course if there is opposition different considerations - would apply. The suggested alterations will therefore bo conarmed.

GRIFFIN'S WHARF, THE APPEAL DISMISSED. The Chief Justioo and Justices Sir Joshua . H ilJiams, Edwards, and Sim delivered judgmeut in tho caso of John Joseph Corry v. Bertha Pnine. Mr. A. W. Blair, with him Mr. G. H. Fell appeared for tho appellant, and Mr. H. D. Bell, with him Mr. It. M'Callum, for the respondent. 'J. ho appellant is a merchant of Blenheim, arid the respondent is a married Noniaiv wife of Frank i'ai.ie, decorator, 0( .Blenheim. In June, 1009, Corry entered into an agreement to purchase'from linno tho wharf known as Griffin's 'iVinn L , agreed-upon pries being AHIW. Suoserjueiiliy Corry repudiated the agreement. As « result of this J'afcw t?"i- > iu the Magistrate's Court, b.en^ni" claiming t £luo, instalment due, and interest dun under the agreement to purchase. Tho ca i e was- removed to <ne Supreme Court'at kelson. Carry c-ountirclaimed to recover' ,1*517, being ait moneys paid under the agreement, "and certain other moneys in addition. Mr. Justice Chapman heard the case at -Nelson.'' and decided that Corry should specifically perlorm the contract, subject to an allowanco of £75. by wav of compensation for proved defects. ' It was against this decision that Corrv appealed. "

Hearing of the appeal was concluded yesterday morning, and in the afternoon their Honours wera unanimoiis in the opinion that there was nothing to remove the cos? from the class of cases for specific performance With compensation and that the judgment of the Court below was correct. The appeal was therefore dismissed

THE RIGHT TO LIGHT. ' WILLIS STREET SHOP CONCERNED. A prescriptive right lo light by way of a window was claimed lo have been acquired by appellant, in a case that occupied the Court of Appeal yesterday afternoon. The Bench was occupied by Sir Joshua AVilliams and Justices Edwards, o'hapman, and Sim. Tho parties were.Walter Smart, pawnbroker, appellant, and Kobert Lionel Levin, respondent. Mr. A. Dunn appeared for the appellant, and Mr.'ll. D. JGoII, K.C., with him Mr. 0. IL Full, for the respondent. Piajntilf in the original action (now the appellant) is the proprietor of a piece of land fronting on Willis Street ami Old Customhouse Street, which may be referral to as Lot 2, and the defendant (now the respondent) of an adjoining section, which may be referred to as Lot 1. On Lot 2 there is a wooden building occupied by the plaintiff as a shop; the building is built up to tho northern boundary adjacent lo Lot 1, and has a window which overlooks I.ot 1. Plaintiff claimed that the -right to light, had been acquired lathis window in the. following way—that in IS6S, when tho land was under lease, from'the then freeholder of Lots 1 and 2, tha-building was erected, and since that time the window had had light, from over.' Lot. I.' The shop was built by the lessee at a time when his lease had only 12 years to run. This lease es-

nired on January 1, IS"!), and a new lease for It years was issued which, in turn, expired im .human' I, 181)11. Jietween this date and November 7, ISOB, when tho next lease was issued there were teminefe without- leader- - . Oil this latter date the freeholder leased the land to plaintilf fo'r 21 year.-. Afterwards Ilia fieeholder sold both Lot's 1 and - and lo the defendant and others, subject la the lease mentioned, and An April i~), lOCS, these others transferred to plaintiff Lot 2. Thet'e was no mention of the lease in that' transfer except that it was endorsed with a direction to. the District Laud Itcj;islr::r in ilie' following words: "I'leaSe morse outstanding lease." Subsequently Lot. 1 was transferred to the detcndniit.

the ci'ic.-tion decided by his Honour the Chief Justice in the Court ltelow was the plaintitY was entitled to a. declaration by the Court lliaf. lie was entitled to the light of this window, and to ail injunction restraining the defendant from interfering with plaintiff's enjoyment - of that light. His Honour held that there was nothing to show that plaintiff had transferred to him any easement, and that therefore his statement of claim "did not disclose a cause of action. , Jr'rom this decision plaintiff appealed on the ground that it was erroneous m point; of law. The case will be resumed this morning.