M'Lintock v. Campbell

William M'Lintock, C.A., Glasgow (liquidator of the Cosmopolitan Insurance Corporation, Limited), petitioner , presented a petition for rectification of the register of the company by deleting therefrom the name of Kathleen Berry as holder of 400 shares and to rectify the A list of contributories by a similar deletion and by inserting in room of Miss Berry's name the name of William Campbell, respondent.

I must add that I sincerely regret that I am unable to concur with the opinion which my brother Lord Johnston is about to deliver, and which I have had an opportunity of carefully reading, because in my view it would require in this case legislation to do what I agree with him in thinking would be no more than justice.

I conclude therefore that the acceptance by Berry of the transfer of Mr Campbell's shares was obtained by Mr Campbell by fraud and under essential error, and could have been set aside by Berry.

For the above reasons I am of opinion that, even if there were what the law must regard as a bona fide out-and-out transfer here, it was a transfer which was voidable, and that, the transferree being insolvent, rectification of the register need not be obstructed by the technicality that the transferree does not directly herself challenge the transaction.

2nd. But Mr Campbell was not a mere shareholder—he was a shareholder-director—and the most generally important aspect of the case is as his action is affected by his duty as director.