Tesco v Constain - Thomson Reuters

[1912] 2 Ch. 134 Page 11909 WL 15821 (Ch D)(Cite as: [1912] 2 Ch. 134)*134 In Re Joseph Stocks & Co., LimitedWilley v. Joseph Stocks & Co., Limited.ACTION.Chancery Division.Ch DEve J.1909 Oct. 28No Court Information In OriginalThe defendant company was incorporated in 1897 under the Companies Acts, 1862to 1890.*135 In November, 1897, the company offered for public subscription 225,000l.4l. per cent. debenture stock secured by a trust deed dated January 8, 1898, inthe usual form, whereby it was provided that the debenture stock should be heldsubject to the conditions set forth in the first schedule thereto. The first ofthe conditions empowered the company at any time before October 1, 1907, to givesix months' notice to the stockholders or any of them of the company's intentionto redeem the stock held by them at the price of 105l. for every 100l., and thatat the expiration of the notice the stock would be redeemed accordingly; and thecondition further provided that any of the stock not previously redeemed would beredeemed at par on October, 1, 1907, or as soon as the security therebyconstituted became enforceable, and that as and when any stock ought to beredeemed in accordance with those presents the company would subject to thoseconditions pay to the several holders of the stock the redemption moneystherefor, calculated, in the one case, at 105l. per 100l., and, in the othercase, at par. The third condition provided that every stockholder should beentitled to a certificate under the seal of the company stating the amount of thestock held by him and referring to those presents.The provisions relating to meetings of debenture stockholders were contained inthe third schedule to the trust deed, and clauses 15, 16, and 17 thereof providedas follows:--"15. A general meeting of the stockholders shall in addition to the powershereinbefore given have the following powers exerciseable by extraordinaryresolution, namely:--(1.) A power to sanction the release of any of the mortgaged premises.(2) Power to sanction any compromise or arrangement proposed to be madebetween the company and the stockholders provided that it is one which the Courtwould have jurisdiction to sanction under the Joint Stock Companies ArrangementAct, 1870, or any statutory modification thereof for the time being subsisting ifthe company were being wound up and the requisite majority at a meeting of thestockholders summoned pursuant to that Act or modification thereof aforesaid hadagreed thereto.(3.) Power generally to sanction any modification or compromise of therights of the stockholders against the company or against its property whethersuch rights shall arise under these presents or otherwise.(4.) Power to assent to any modification of the provisions contained inthese presents which shall be proposed by the company and assented to by thetrustees or trustee.(5.) ....16. An extraordinary resolution passed at a general meeting of thestockholders duly convened and held in accordance with these presents shall bebinding upon all the stockholders whether present or not present at such meetingand each of the stockholders shall be bound to give effect thereto accordinglyand the passing of any such resolution shall be conclusive evidence that thecircumstances justify the passing thereof the intention being that it shall restwith the meeting without right of appeal therefrom to determine whether or notthe circumstances justify the passing of such resolution. *136 17. The expression'extraordinary resolution' when used in this schedule means a resolution passedCopr. © West 2004 No Claim to Orig. Govt. Works