LINDSAY & Ors v INGLIS'S TRUSTEES (Court of Session)

A supplementary contract was entered into in the year 1798, which modified and altered the original contract, in so far as to give the heirs and representatives of deceased partners, and creditors of any partner becoming insolvent, the power of becoming partners, or, in their option, of selling their ancestor's share or shares in the stock, the company being bound to accept of such purchasers as partners, or to pay them the value of the stock, as ascertained by the last balance sheet or annual state of the company's affairs.

A valuation was made of the company's stock at the date of this supplementary contract in 1798, making the value of the stock amount to L.22,400, divided into fourteen shares of L.1600 each, being a reduction of L.400 per share on the valuation which had been stated in the balance sheet on the 31 December immediately preceding.

At different periods between 8 March 1790 and 31 December 1799, eleven bonds were granted by the company, and signed by a certain number of partners, as authorised to do so by the others, amounting in all to L.10,100.

Sir John Inglis died in 1799, and in 1801 his trustees and representatives exercised the power vested in them by the supplementary contract, by disposing of his share in the company's stock to a Mr Archibald Geddes, which sale was regularly reported to the company, and approved of by them, at a stated meeting of the partners, on 29 August 1801. Mr Lindsay and the other pursuers of the present action, or their authors, were all at this time partners and shareholders in the company; and the company was solvent, with ample funds in its stock to answer all its obligations.

Mr Geddes afterwards acquired more of the company's stock, and, on 31 August 1804, he purchased the shares of Mr Lindsay, and the other pursuers of the present action. The company was perfectly solvent also at the date of these sales.