Scottish Insurance Corporation v Wilsons and Clyde Coal Company
| Jurisdiction | England & Wales |
| Judge | Viscount Maugham,Lord Simonds,Lord Normand,Lord Morton of Henryton |
| Judgment Date | 06 May 1949 |
| Judgment citation (vLex) | [1949] UKHL J0506-3 |
| Court | House of Lords |
| Docket Number | No. 5. |
| Date | 06 May 1949 |
[1949] UKHL J0506-3
House of Lords
Viscount Maugham
Lord Simonds
Lord Normand
Lord Morton of Henryton
Upon Report from the Appellate Committee, to whom was referred the Cause Scottish Insurance Corporation Limited and others against Wilsons and Clyde Coal Company Limited, that the Committee had heard Counsel, as well on Tuesday the 1st, as on Wednesday the 2d and Thursday the 3d, days of March last, upon the Petition and Appeal of (First) Scottish Insurance Corporation Limited, having their registered office at 115 George Street, Edinburgh; (Second) Karoline Drysdale, Corrienessan, Aberfoyle, Perthshire; (Third) Lady Mabel E. Stirling, Glorat, Milton of Campsie, Stirlingshire; (Fourth) Henry Telfer, 50, Kelvin Court, Great Western Road, Glasgow, W.2; (Fifth) Mrs. Florence Telfer, 50, Kelvin Court, Great Western Road, Glasgow, W.2; (Sixth) Miss Alexandria Telfer, British Linen Bank, Uddingston; (Seventh) William Watson, 22-24 McAlpine Street, Glasgow, C.2; (Eighth) Mrs. Alice J. Sloan, Creston, Helensburgh; (Ninth) Commercial Bank of Scotland (Glasgow) Nominees Limited, 113-115 Buchanan Street, Glasgow, C.1; (Tenth) Mrs. Anne Jackson, 17 Craigie Avenue, Kilmarnock; (Eleventh) John Maurice Arthur, Glentore, Airdrie; (Twelfth) Miss Jane Morton, Cora Linn, Prestwick; (Thirteenth) Miss Grace Morton, Cora Linn, Prestwick; (Fourteenth) Mrs. Catherine A. Muir, Summerlee, 88 Crossgates, Bellshill; (Fifteenth) The Trustees of Peter B. Jackson for Hill & Hoggan, 15 West George Street, Glasgow, C.2; (Sixteenth) W. R. Wilson, 88 Merrylee Road, Newlands, Glasgow, S.3; (Seventeenth) Mrs. Jane A. Brown, Inglefield, Hillside, Montrose; (Eighteenth) James Burns, 25 Wardlaw Avenue, Rutherglen; (Nineteenth) Mrs. J. M. Leckie, Millercroft, 72 Blairbeth Road, Burnside, Glasgow; (Twentieth) Mrs. G. L. A. Bendle, 3 Victoria Place, Carlisle; (Twenty-first) Mrs. Jessie L. Duncan, The Lindens, Lenzie; (Twenty-second) Mrs. Helen M. Wolfe Barry, 4 Embankment Gardens, Chelsea, London, S.W.3; (Twenty-third) Mrs. Marion G. Bunting, Malvern, 308 Prescot Road, St. Helen's, Lancashire; (Twenty-fourth) Allan Smith, 20 Meggetland Terrace, Edinburgh; (Twenty-fifth) Francis G. Paterson, San Remo, Seamill, West Kilbride, Ayrshire; (Twenty-sixth) Miss Janet S. Leckie, 15 Clifford Street, Ibrox, Glasgow, S.W.I; (Twenty-seventh) Mrs. Margaret T. Macpherson, 11 Airdale Avenue, Giffnock, Renfrewshire; (Twenty-eighth) Mrs. Margaret S. Bird, 25 Crawshaw Avenue, Sheffield, 8; (Twenty-ninth) Miss Mary S. Stevenson, Lylestone House, Alloa; (Thirtieth) Dr. Eric G. Oastler, 4 Woodside Terrace, Glasgow, C.3; (Thirty-first) Mrs. Nora E. Oastler, 4 Woodside Terrace, Glasgow, C.3; (Thirty-second) David Mitchell, M.B., Ch.B., Arranview, Airdrie; (Thirty-third) James K. M. Deas, M.B., Ch.B., 362 Uppingham Road, Leicester; (Thirty-fourth) John P. Faulds and Jeannie Faulds, Roslyn, 8 Tofts Grove, Fold, Rastrick, Brighouse; (Thirty-fifth) John Barr, Suffolk Lodge, Methven Road, Whitecraigs, Giffnock; (Thirty-sixth) John Pollock, 5 The Haven, Graysands Road, Hale, Cheshire; (Thirty-seventh) Miss Marion J. Buchanan, 93 Hope Street, Glasgow, C.2; (Thirty-eighth) Dr. R. Gibson Miller's Trust, per Messrs. Cairns Cullen & Cosh, 167 St. Vincent Street, Glasgow, C.2; (Thirty-ninth) Sir Robert B. Pearson's, M.C., Trustees, per Messrs. Dundas & Wilson, 16 St. Andrew Square, Edinburgh; (Fortieth) Miss C. K. M. Allan, 43 Overdale Street, Langside, Glasgow; (Forty-first) Miss Aga Millar, Tighnabruaich House, Tighnabruaich, Argyllshire; (Forty-second) Mrs. Agnes M. Bernard, 2 Wells Grove, Redcar, Yorkshire; (Forty-third) Mrs. Jean King, Wyndales, Symington, Biggar; (Forty-fourth) Mrs. Margaret T. Kennedy, Ardvoulin, South Park Road, Ayr; (Forty-fifth) Miss Anne A. K. Russell, Ardvoulin, South Park Road, Ayr; (Forty-sixth) G. L. Farquhar, Arden, Helensburgh; Forty-seventh) Miss A. E. T. R. Mitchell, per Messrs. John M. Alston & Denholm, Commercial Bank Buildings, Coatbridge; (Forty-eighth) Wm. Swan, Glengyron, 1 Davieland Road, Whitecraigs; (Forty-ninth) Miss Jessie McAllister, 346 Main Street, Alexandria, Dunbarton; (Fiftieth) The National Bank of Scotland (Glasgow) Nominees Limited, 47 St. Vincent Street, Glasgow, C.2; (Fifty-first) Mrs. L. G. Snelling, 2 Kincraig, Pits Farm Road, Guildford, Surrey; (Fifty-second) Miss Mora B. Wark, 16 Briarlea Drive, Giffnock, Renfrewshire; (Fifty-third) Mrs. Flora Macdonald Longmuir (formerly Deas), Market Street, Lerwick, Shetland; (Fifty-fourth) Miss Beatrice Mary Drew, 6 Lynedoch Street, Glasgow, C.3; (Fifty-fifth) John Ernest Kerr, Harviestoun, Dollar; (Fifty-sixth) Mrs. Nora M. Simpson, Glencarse House, Glencarse; (Fifty-seventh) Mrs. E. M. Robinson, Kellybank, Dollar; (Fifty-eighth) Mrs. Martha Jamieson, The Manse, Dreghorn, Ayrshire; (Fifty-ninth) Miss Isabel M. Goldie, Auchenblae, Airdrie; (Sixtieth) Miss Jessie C. Gray, Greenlea, Strachur, Argyll; (Sixty-first) Matthew White, c/o Matthew White, & Company Limited, 66 Washington Street, Glasgow, C.3; Sixty-second) Mrs. Bessie J. Borton's Exy., per L. W. Borton, 33 Cluny Drive, Edinburgh; (Sixty-third) Harry James Smith, West Park House, Cupar, Fife; (Sixty-fourth) Douglas B. Hunter, 8 Woodlands Avenue, Paisley; (Sixty-fifth) Thos. D. Wilson's Trustees, per Mrs. Kathleen E. Wilson, c/o Mitchells Johnston & Company, Solicitors, 150 West George Street, Glasgow, C.2; (Sixty-sixth) The Trustees of M. R. Mitchell, per Laing & Motherwell, W.S., 42 York Place, Edinburgh; (Sixty-seventh) Clydesdale Bank (Nominees) Limited, 134 West George Street, Glasgow; (Sixty-eighth) Mrs. Margaret Bell's Trust, per Brown Mair Gemmill Hislop, Writers, 162 St. Vincent Street, Glasgow, C.2; (Sixty-ninth) Bishopsgate Nominees Limited, 15 Bishopsgate, London, E.C.2; (Seventieth) Mrs. E. H. S. Wyllie, Ship Tyger Flat, Tower House, Old Portsmouth, praying, That the matter of the Interlocutor set forth in the Schedule thereto, namely, an Interlocutor of the Lords of Session in Scotland, of the First Division, of the 17th of February 1948, might be reviewed before His Majesty the King, in His Court of Parliament, and that the said Interlocutor might be reversed, varied or altered, or that the Petitioners might have such other relief in the premises as to His Majesty the King, in His Court of Parliament, might seem meet; as also upon the printed Case of Wilsons and Clyde Coal Company Limited, lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause:
It is Ordered and Adjudged, by the Lords Spiritual and Temporal, in the Court of Parliament of His Majesty the King assembled, That the said Interlocutor of the 17th day of February 1948, complained of in the said Appeal, be, and the same is hereby, Affirmed, and that the said Petition and Appeal be, and the same is hereby, dismissed this House: And it is further Ordered, That the Appellants do pay, or cause to be paid, to the said Respondents the Costs incurred by them in respect of the said Appeal, the amount thereof to be certified by the Clerk of the Parliaments: And it is also further Ordered, That unless the Costs, certified as aforesaid, shall be paid to the parties entitled to the same within one calendar month from the date of the Certificate thereof, the Cause shall be, and the same is hereby, remitted back to the Court of Session in Scotland, or to the Judge acting as Vacation Judge, to issue such Summary Process or Diligence for the recovery of such Costs as shall be lawful and necessary.
My Lords,
In the two Appeals which are today in the Paper for consideration your Lordships had the advantage of the assistance of Lord Uthwatt who was with us throughout the hearing and who possessed, I will add, all his usual powers of judgment and discrimination. He was engaged in writing his opinions upon the two cases when, as if to exemplify the uncertainty of human life, he died suddenly on the 24th April leaving his opinions unfinished and his colleagues and many friends the sufferers from a very grievous loss.
His judicial powers have been publicly stated by a number of eminent persons and it is not necessary on this occasion to repeat their praises. I will only add that he was a true friend of all of us and that we shall long lament his absence from the scene.
The opinions which we shall now deliver are sufficient for the decision of the two appeals and there is no ground for a rehearing, since the final views of Lord Uthwatt, whatever they might be, could not affect the result of either appeal.
The facts in this case are sufficiently stated in the speech of my noble and learned friend Lord Simonds which I have had the advantage of studying in print, and I see no benefit to be gained by repeating them. I also agree with the conclusions which he has reached, and if I think it is desirable to express my own opinion on the construction of the Articles of Association so far as they bear on the question whether the proposed reduction of capital is fair and equitable as between the ordinary shareholders and the preference shareholders, it is because there has been a difference of opinion in the First Division of the Court of Session and Your Lordships have listened to the citation of a large number of authorities which are thought to bear upon the matter in debate. I should perhaps add that I have arrived at my conclusion by somewhat different considerations from those upon which Lord Simonds prefers to lay stress.
I will begin by treating the matter as if Section 25 of the Coal Industry Nationalisation Act, 1946, did not enter into the case. The company as a matter of law is not in liquidation and I agree with the view that the circumstance that liquidation is contemplated in the near future ought not to affect the construction of...
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