Repudiable Allotment for unreasonable delay without notice leaves the applicant unbound and forfeiture ineffective under articles.

Two principal issues arise: whether an articles provision (Article 45) can impose an independent contractual liability to pay "moneys owing" at the date of forfeiture even if the remedy is time-barred, and whether an allotment made after more than a year without notice is binding. The note concludes that "money owing" may denote an existing debt irrespective of legal recoverability, so Article 45 can create independent liability; and that an allotment made after an unreasonable delay without notice is repudiable and does not bind the applicant, rendering any consequent forfeiture ineffective.

---

---

Issues: (i) Whether a shareholder whose shares are forfeited remains liable under an articles provision (Article 45) to pay moneys owing on the shares where the debt may be time-barred; (ii) Whether the alleged allotment, made more than a year after application without notice, was voidable and the defendant never became a shareholder.

Issue (i): Whether Article 45 imposed an independent liability on a person whose shares were forfeited to pay "all moneys owing upon the shares at the time of forfeiture" even if the remedy to recover those moneys was barred by limitation.

Analysis: The phrase "money owing" or "money due" can denote an existing debt irrespective of whether the right to enforce it is barred by limitation. Section-based authorities construing procedural provisions that do not create substantive liability do not control the interpretation of an articles provision that expressly imposes contractual liability. The articles must be read as a whole to determine whether the words require recoverability in law or simply the existence of a debt.

Conclusion: The expression "money owing" in Article 45 is construed to mean money owing although not necessarily legally recoverable; Article 45, read with the articles as a whole, can impose an independent contractual liability to pay sums owing at the date of forfeiture.

Issue (ii): Whether the allotment made more than a year after the application, without notice to the applicant, was made within a reasonable time and bound the applicant as a shareholder.

Analysis: An allotment made after an unreasonable delay entitles the applicant to repudiate the allotment. Where no notice of allotment was given and more than a year elapsed between application and alleged allotment, the delay is unreasonable in the circumstances. Provisions purporting to dispense with notice of allotment do not apply where the article's payment timetable presupposes allotment within a short period; absent evidence that the applicant knew of the allotment or waived rights, the applicant can challenge the allotment in subsequent proceedings.

Conclusion: The allotment was made after an unreasonable delay and, in the absence of notice, was repudiable; the defendant did not become a shareholder and the forfeiture was ineffective.

Final Conclusion: The appeal is dismissed on the ground that the alleged allotment was voidable for unreasonable delay and the defendant never became a shareholder; the court did not need to rest its decision on limitation but also indicated that Article 45 can create an independent liability to pay moneys owing at the time of forfeiture.

Ratio Decidendi: An allotment of shares made after an unreasonable delay without notice may be repudiated and not bind the applicant; where an articles provision creates an independent contractual liability it may require payment of sums "owing" at the date of forfeiture even if the statutory limitation bars the remedy to enforce recovery.

---