Prior written consent is a condition precedent; blank signatures and later affidavits cannot validate a non-maintainable petition.

A statutory requirement of prior consent in writing as a condition precedent was not satisfied where shareholders signed blank sheets and the written material itself did not evidence conscious approval of the proposed application. Later affidavits could not convert blank signatures into written consent, and signatures obtained after filing could not cure the defect because consent had to exist before presentation of the petition. The court therefore held that the petitioners had not complied with the consent requirement, and the application was not maintainable.

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Issues: Whether the petitioners had obtained the requisite consent in writing of the required number of shareholders before filing the application under section 153C(3), so as to make the petition maintainable.

Analysis: The statutory requirement of consent in writing means that the writing itself must show that the signatories consciously approved the proposed application. Signatures obtained on blank sheets cannot be treated as written consent merely because an affidavit later states that consent was in fact given. Where the law requires consent to be in writing, the document itself must evidence that consent; extrinsic oral or affidavit evidence cannot convert an otherwise blank signature into compliance. Further, the consent must exist before presentation of the petition, because obtaining consent is a condition precedent. Documents signed after the petition had already been filed therefore do not satisfy the statutory requirement.

Conclusion: The petitioners did not comply with section 153C(3), and the application was not maintainable.

Ratio Decidendi: When a statute makes prior consent in writing a condition precedent, the written document itself must disclose the consent, and later evidence or subsequent approval cannot cure the defect.

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