Strict construction of power of attorney limits share renunciation rights; nominee gets no allotment when offer permits rejection.

A power of attorney must be strictly construed, and authority to deal with shares does not extend to renouncing entitlement to newly issued shares and nominating another person unless that power is clearly conferred. The document treated "surrender of shares" as referring to already issued shares, not refusal of fresh allotment rights. It also explains that where a share offer reserves to directors the right to reject a nominee, that reservation forms part of the offer itself; a nominee acquires no enforceable right to allotment if rejected. On the stated facts, the renunciation, nomination, and claim to allotment all failed.

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Issues: (i) whether the attorney had authority under the power of attorney to renounce the donor's entitlement to newly issued shares and nominate the plaintiff; (ii) whether the plaintiff could enforce allotment of the shares on the basis of the company's offer and the purported acceptance, despite the directors' reserved power to reject a nominee.

Issue (i): whether the attorney had authority under the power of attorney to renounce the donor's entitlement to newly issued shares and nominate the plaintiff.

Analysis: The question whether the donor was alive or dead was governed by the statutory rule that when a person is shown to have been alive within 30 years, the burden of proving death lies on the person asserting it. On the facts, the donor was shown to have been alive in 1935, and there was no sufficient basis to shift the burden to the plaintiff. The power of attorney was held not to have been automatically terminated merely because the donor had returned to India on earlier occasions. The decisive question was the scope of the authority granted. The instrument was construed strictly. A clause authorising transfers, surrender of shares, and other business acts did not extend to the special and peculiar act of renouncing rights in fresh shares and nominating another person in place of the shareholder. The court treated "surrender of shares" as referring to surrender of already issued shares to the company, not refusal to take up newly issued shares.

Conclusion: The purported renunciation and nomination were unauthorised and were not binding on the defendant company.

Issue (ii): whether the plaintiff could enforce allotment of the shares on the basis of the company's offer and the purported acceptance, despite the directors' reserved power to reject a nominee.

Analysis: The offer letter was construed as an offer first to the registered shareholder and, upon renunciation, to the nominee. However, the letter expressly reserved to the directors the right to reject any nominee. That reservation was treated as part of the actual offer made to the plaintiff, and the plaintiff could accept only the offer as made. The fact that the directors had no authority under the resolution to add such a qualification did not assist the plaintiff, because the nominee had no enforceable right against the company until acceptance of the offer actually communicated. The directors in fact rejected the plaintiff as nominee.

Conclusion: The plaintiff acquired no enforceable right to allotment because the offer was subject to rejection of the nominee and the nominee was in fact rejected.

Final Conclusion: The suit failed both on the invalidity of the purported renunciation and nomination and on the contractual effect of the directors' reserved power to reject the nominee, so no damages or specific relief were recoverable.

Ratio Decidendi: A power of attorney must be strictly construed, and authority to deal with shares does not extend to a special renunciation and nomination arrangement unless clearly conferred; where an offer of shares is made subject to rejection of a nominee, the nominee can acquire no enforceable right if the nominee is in fact rejected.

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