Trust-fund investment power construed broadly: construction of a building was upheld and no injunction granted.

Policy-holders could not use the policies or the articles of association to control the company's funds, and intervention was limited to cases of dissipation, waste, or diversion from the trust's proper objects. The decisive issue was whether the proposed building on the Mount Road site exceeded the original investment power in Article 116. The Court held that it did not: the word "purchase" was construed broadly enough to include acquisition by construction of a new building, and the project was not shown to be speculative or wasteful. The policy-holders were therefore not entitled to an injunction.

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Issues: Whether the policy-holders could restrain the directors from investing the policy-holders' trust-fund in the construction of a building on the Mount Road site, and whether such construction fell within the investment power conferred by the original trust-deed.

Analysis: The policy-holders could not rely on the policies themselves or on the articles of association as a source of contractual or proprietary control over the company's funds. Even assuming that they were beneficiaries under the trust-deed, the Court held that the Company had no power to alter that deed unilaterally by amending the articles, but the decisive question was whether the proposed investment exceeded the original power in Article 116. The Court further held that a policy-holder can intervene only where there is dissipation, waste, or diversion of the fund contrary to its proper objects, and not merely because the investment may be large or could perhaps have been made differently. On the facts, the proposed building was not shown to be a speculative or wasteful venture, and the word 'purchase' in Article 116 was construed broadly to include acquisition by construction of a new building.

Conclusion: The proposed construction was within the directors' powers under the original trust-deed, and the policy-holders were not entitled to an injunction.

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