BARCLAYS BANK LTD. Vs. INLAND REVENUE COMMISSIONERS

JUDGEMENT

(1.) LORD EVERSHED M. R. The plaintiffs in this action are the personal representatives of one, Tom Shipside, who died on December 15, 1955. The assets of the deceaseds estate included 1,100 fully paid shares of pound 1 each in the capital of a company, T. Shipside Ltd., formed in the year 1917 to acquire the motor business formerly carried on by the deceased. The share capital of the company was and is pounds 10,000, divided into 10,000 shares of pound 1 each, carrying the right, upon a poll, of one vote per share at general meetings of the company. The issued share capital was at all material times, and is, pounds 8,350. The companys regulations include clause 61 of Table 'A' in the companies (Consolidation) Act, 1908, whereby, in the case of joint holders of shares 'the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for his purpose seniority shall be determined by the order in which the names stand in the register of members'. The deceased was a director of this company from the date of its incorporation until the date of his death.

(2.) IN addition to the 1,100 shares registered in his sole name, of which he was, admittedly, the beneficial owner, his name also appeared first on the register as joint holder with (since 1948) the names of three other persons of a further 3,650 of the companys shares. These 3,650 shares are the subject of a settlement made by the deceased on December 1, 1936, in favour of his wife and three children (to the exclusion of any beneficial interest in himself). By the settlement he had the power during his life of appointing new trustees - a power which he exercised in 1948.

(3.) THE problem turns entirely upon the true interpretation of the relevant provisions of the Finance Act, 1940.