ETIM EDET VS BOARD OF CUSTOMS AND EXCISE
September 3, 2025KABIAWU A.I.B.A. VS LAWAL
September 3, 2025Legalpedia Citation: (1965-03) Legalpedia 24020 (SC)
In the Supreme Court of Nigeria
Holden At Abuja
Fri Mar 5, 1965
Suit Number: SC 400/1964
CORAM
BRETT JUSTICE, SUPREME COURT
BAIRAMIAN JUSTICE, SUPREME COURT
COKER JUSTICE, SUPREME COURT
PARTIES
FERRIS GEORGE AND SONS LTD
APPELLANTS
KHOURY
RESPONDENTS
AREA(S) OF LAW
COMPANY LAW – TRANSFER OF SHARES
SUMMARY OF FACTS
The respondent purchased the shares of the appellant by auction and applied to the company to register it, there was no resolution or any act indicating refusal of the transfer by the Directors of the company
HELD
The court held that the High Court was right in ordering the registration of the shares by the company.
ISSUES
Whether the learned trial judge was right in ordering registration of the shares in the circumstances of this case.
RATIONES DECIDENDI
HOW DIRECTORS OF A COMPANY MAY EXERCISE THE POWER TO REFUSE REGISTRATION OF THE TRANSFER OF SHARES OF A COMPANY
‘where the articles give the directors the power of declining to register a transfer that power, even where exercisable in the absolute and uncontrolled discretion of the directors, require to be actively exercised by a vote of the Board ad hoc, and that a mere failure to pass a resolution for registration (on an equality of votes with no provision for a casting vote) was not a formal exercise of the right to decline in the circumstances’- Brett J.S.C.
CASES CITED
In re Hackney Pavilion (1924) 1 Ch. 276
In re Coalport China Company [1895] 2 Ch. 404
In re Smith & Fawcett Limited (1942) Ch. 304
Moodie & Anor v. W. & J. Shepherd (Book binders) Limited & Ors. (1949) 2 All E.R. 1044
STATUTES REFERRED TO
