Acceptance of a share application must be communicated; register entry alone does not establish allotment, interest runs from demand.
Allotment of shares requires communicated acceptance of a share application; entry in the Register of Members is prima facie evidence but is a rebuttable statutory presumption and, absent communication or corroborative formalities (certificate or letter of allotment), does not establish a binding allotment. Separately, interest on a deposited sum recoverable as money had and received is not payable from the alleged allotment date but runs only from the date of demand; accordingly relief limited interest to demand date while affirming absence of allotment on the alleged date.
Issues: (i) Whether an allotment of shares was in fact made to the applicant on 14 October 1925; (ii) Whether interest on the sum deposited is payable from the date of application/allotment or from the date of demand.
Issue (i): Whether an allotment of shares was in fact made to the applicant on 14 October 1925.
Analysis: The Register of Members is prima facie evidence of matters required to be entered therein, but such a statutory presumption can be rebutted by evidence. An application for shares constitutes an offer; acceptance of that offer must be communicated to the applicant to form a contract. Mere entry of a name in the register without communication of allotment and without corroborative formalities (such as issue of certificate or letter of allotment) is insufficient to establish that an allotment was effected.
Conclusion: There was no allotment to the applicant on 14 October 1925; the presumption from the register is rebutted.
Issue (ii): Whether interest on the deposited sum is payable from 14 October 1925 or from the date of demand.
Analysis: The governing principle is that interest is allowable only under the Interest Act and related authorities. The deposited sum, when recoverable as money had and received, does not constitute a debt payable at a certain time by virtue of a written instrument; therefore interest does not run from the date of the alleged allotment but from the date of demand for repayment.
Conclusion: Interest is recoverable only from the date of demand, not from 14 October 1925.
Final Conclusion: The appeal is dismissed; the decision below is affirmed on the question of allotment but the decree is varied to allow interest only from the date of demand.
Ratio Decidendi: An allotment of shares requires communicated acceptance of the application; entry in the company's register alone does not establish a binding allotment if the statutory presumption is rebutted, and interest on money recoverable as money had and received is payable only from the date of demand in accordance with the Interest Act.
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