Limitation and forfeiture: time-barred call money cannot be revived by company articles or shareholder register entries.

Call money and allotment money became time-barred three years after each instalment fell due, and forfeiture could not revive debts already barred by limitation. The company's reliance on its articles and the shareholder's continued name in the register was rejected because sums "owing" at forfeiture mean only amounts then legally due and legally recoverable. Distinctions were drawn from winding-up authorities, since a liquidator's statutory powers and the position of a company in liquidation differ from those of a solvent going concern. The suit was therefore barred by limitation, and recovery of the unpaid amounts through forfeiture was unavailable.

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Issues: Whether the company's claim for unpaid call money and allotment money was barred by limitation on the date of forfeiture, and whether forfeiture could revive debts that had already become time-barred.

Analysis: The claim for each instalment of call money had become barred after three years from the date it became payable. The company sought to rely on its articles and on the continued presence of the shareholder's name in the register to treat the liability as subsisting until forfeiture. The Court held that the words referring to sums owing at the time of forfeiture mean only sums then legally due and legally recoverable. A forfeiture cannot breathe life into debts already barred by limitation. The authorities relating to winding up were distinguished because a liquidator's statutory powers and the position of a company in liquidation are different from those of a solvent going concern.

Conclusion: The suit was barred by limitation, and the company could not recover the time-barred call money or allotment money by relying on forfeiture.

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