Waiver of condition precedent bars a shareholder from later disputing share allotment after accepting membership rights.

A shareholder who accepts an allotment, pays part of the share value, acts as a member, pledges the shares, and claims dividends cannot later deny shareholder status on the basis of an alleged unmet condition precedent. The court treated the supposed condition requiring appointment as a permanent local director as either withdrawn before allotment or waived by subsequent conduct. Because the appellant had enjoyed the rights and incidents of membership, he was barred from repudiating the allotment on that ground, and the challenge failed.

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Issues: Whether the appellant could repudiate his status as a shareholder on the ground that the allotment of shares was subject to a condition that he be appointed a permanent local director, and whether his conduct amounted to waiver of that condition.

Analysis: The appellant had applied for shares subject to an alleged condition, but thereafter paid part of the share value, accepted the allotment, acted as a shareholder, pledged the shares, and enforced his right to dividends. The evidence supported the finding that any condition attached to the application was either withdrawn or waived before allotment, and in any event the appellant's subsequent conduct was consistent only with acceptance of the shares free from the alleged condition. A party who has acted upon and enjoyed the incidents of shareholder status cannot later rely on non-performance of the asserted condition precedent to deny that status.

Conclusion: The appellant was not entitled to deny that he was a shareholder, and the challenge to the allotment failed.

Ratio Decidendi: A shareholder who has accepted and acted upon the allotment of shares, and who has enjoyed the rights and incidents of membership, waives any prior condition precedent inconsistent with that conduct and is barred from later disputing the allotment on that basis.

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