Transmission of shares to legal representative upheld; bank could not insist on probate, lien acknowledgment, or alien-enemy disability.

A succession certificate and the will were treated as sufficient to establish the legal representative's authority to represent the deceased shareholder's estate, so the bank could not insist on probate or letters of administration before transferring the shares. The Court also held that transmission on death is distinct from transfer by act of parties, and any lien, if valid, continued with the shares; an express acknowledgment of that lien was therefore unnecessary. Mere residence in enemy-occupied territory did not by itself make the plaintiff an alien enemy, and no statutory disability was proved. As special loss and market-based damages were not established, only nominal damages were awarded, and the register was directed to be rectified.

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Issues: (i) whether the plaintiff, as legal representative of the deceased shareholder, was entitled to have the shares transferred in his name without probate or letters of administration; (ii) whether the bank could refuse transfer on the ground of its alleged lien over the shares and on the basis that the plaintiff had not expressly acknowledged that lien; (iii) whether the plaintiff was disentitled to sue as an alien enemy; and (iv) whether the plaintiff proved entitlement to damages beyond nominal compensation.

Issue (i): whether the plaintiff, as legal representative of the deceased shareholder, was entitled to have the shares transferred in his name without probate or letters of administration.

Analysis: The will and the succession certificate established the plaintiff's entitlement to represent the deceased shareholder's estate. A succession certificate was treated as sufficient legal representation for the securities in question, and the Court held that such a certificate empowered the holder not merely to collect dividends or interest but also to deal with the securities. The bank's insistence on probate was therefore unwarranted in the circumstances.

Conclusion: The plaintiff was entitled to require transfer of the shares in his name.

Issue (ii): whether the bank could refuse transfer on the ground of its alleged lien over the shares and on the basis that the plaintiff had not expressly acknowledged that lien.

Analysis: The Court held that transmission on death is distinct from transfer by act of parties, and that a lien, if any, continued to attach to the shares in the hands of the legal representative. The bank's demand for an express letter acknowledging a lien was treated as legally unnecessary and unreasonable, particularly when the plaintiff was in enemy-occupied territory and could not readily provide such a letter. The directors' refusal was found to rest on untenable grounds.

Conclusion: The bank was not justified in withholding registration on the alleged lien ground.

Issue (iii): whether the plaintiff was disentitled to sue as an alien enemy.

Analysis: Mere enemy occupation of the place where the plaintiff resided was held insufficient to attract the relevant disability. There was no proof that the plaintiff was trading with the enemy or that the statutory conditions for treating him as an alien enemy were satisfied.

Conclusion: The plaintiff was not barred from maintaining the suit as an alien enemy.

Issue (iv): whether the plaintiff proved entitlement to damages beyond nominal compensation.

Analysis: The alleged special loss from a third-party sale was not proved and general damages based on a fall in market price were also not established on reliable evidence. Although no substantial loss was shown, the wrongful refusal to transfer the shares gave rise to a right to some damages for breach of the bank's legal obligation.

Conclusion: The plaintiff was entitled only to nominal damages.

Final Conclusion: The Court ordered rectification of the register by transfer of the shares to the plaintiff and awarded only nominal damages, while rejecting the bank's defences.

Ratio Decidendi: On transmission of shares to a legal representative, a company cannot insist on arbitrary additional conditions where entitlement is supported by a succession certificate and the asserted lien survives the transmission.

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