Share transfer refusal under articles stands where no mala fides is proved to justify rectification of the register.

Section 155 permits rectification of the share register, but where company articles confer discretion on directors to refuse registration of a transfer, that discretion is presumed bona fide. The presumption is displaced only by affirmative proof that the refusal was arbitrary, corrupt, capricious, oppressive, or otherwise mala fide. Although defects in some transfer deeds were alleged, the refusal was also grounded in the directors' disapproval of the transferees under the articles. On the evidence, no improper motive, misuse of fiduciary position, or design to depress share value for personal gain was proved, so the contractual power under the articles remained effective and interference was unwarranted.

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Issues: Whether the court could interfere under section 155 with the directors' refusal to register transfer of shares under the company's articles, and whether the refusal was shown to be mala fide, capricious or oppressive so as to justify rectification of the register.

Analysis: The petitions were founded on a refusal to register transfers of shares. Although defects in some transfer deeds were alleged, the refusal was also supported by the directors' disapproval of the transferees under the articles. The court held that the jurisdiction under section 155 is wide, but where the articles confer discretion to refuse registration, the directors' decision is presumed to be bona fide. That presumption can be displaced only by affirmative proof that the power was exercised arbitrarily, corruptly, capriciously, or otherwise mala fide. On the evidence, the petitioners failed to establish any improper motive, any misuse of fiduciary position, or any proved design to depress share value for personal gain. The contractual power in the articles therefore remained operative.

Conclusion: The refusal to register the transfers could not be interfered with under section 155, and the petitioners failed on the merits.

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