AI Structured Summary
Not yet generated for this judgment
Judgment
Lord Parker
In this case their Lordships are of opinion that the only contract between Mr. Rose and the Company was that contained in the minute of the 15th October, 1905. The question which their Lordships have to decide is how far this minute incorporates the terms of the document which has been referred to as D-1? It is to be observed that so far as it contains any express terms, those terms differ from those contained in D-1. The most, therefore, that can be argued, is that D-1 is incorporated except so far as it is inconsistent with the express terms of the minute.
Now one of the express terms is, that there is a sale of the Patent for Rs. 30,000, to be paid partly in cash and partly in paid-up-shares, and in their Lordships'' opinion, the clause contained in D-1, which enables the Company to retain and cancel these shares in certain events is inconsistent with there being such a sale.
For these reasons their Lordships think that the decision of the Court below was correct. In their opinion the plaintiff is entitled, in the events which have happened, to have shares to the amount of Rs. 20,000 allotted as fully paid.
With regard to the suggestion which has been put forward that shares have already been allotted which are not fully paid their Lordships need not express any opinion. Their Lordships will humbly advise His Majesty to dismiss this appeal with costs.
Their Lordships think that there was no sufficient reason for depriving the respondent of her costs in the two Courts below. Therefore, the decree of the Court of the Judicial Commissioner will be varied to the extent of giving her these costs.