Company investment power and personal estate clauses sustained bullion purchase as within corporate authority.

A company's purchase of gold and silver bullion for safe custody during wartime was treated as within its memorandum of association. The objects clause authorised the directors to invest money as they thought fit, and the term "invest" was given its ordinary business meaning rather than a narrow meaning limited to income-producing assets. On that basis, converting surplus cash into bullion could fall within the investment power. Separately, bullion was regarded as personal estate that the company could acquire and deal with under the memorandum. The transaction was therefore not outside the company's corporate powers and was not ultra vires.

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Issues: Whether the purchase of gold and silver bullion by the company, for safe custody during wartime, was ultra vires the company's memorandum of association.

Analysis: The company's objects clause included a power to invest money in such manner as the directors thought fit, and also a power to acquire and deal with personal estate and effects. The word "invest" was construed in its ordinary business sense and not as confined to purchases expected to yield income or dividend. On that footing, the conversion of surplus cash into bullion for safe custody could fall within the investment power. Independently, bullion was treated as personal estate, and the company was held capable of acquiring and dealing with it within the memorandum. The registered memorandum had to be read as a valid instrument, and the challenged transaction was not outside the corporate powers.

Conclusion: The transaction was not ultra vires the company and the appeal failed.

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