Qualification shares and contributory liability: temporary directors were not bound by any implied contract to take shares.

Directors who were allowed to act temporarily without qualification shares were not liable as contributories where the articles and the statute required them to acquire the shares within a fixed time, failing which their office automatically vacated. That requirement was treated as a time limit for qualification, not as a continuing contractual promise to purchase shares. Because the company never allotted the shares and winding up occurred before any concluded acceptance could be inferred from the articles or conduct, no express or implied contract to take qualification shares arose, and the directors were not placed on the list of contributories.

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Issues: Whether directors who were permitted to act for a limited period without holding the prescribed qualification shares, and who were never allotted such shares before winding up, could be placed on the list of contributories on the footing of an express or implied contract to take the shares.

Analysis: The governing articles allowed a director to act before acquiring the share qualification but required the qualification to be acquired within the specified time, failing which the office would automatically vacate. The corresponding statutory provisions imposed the same consequence. In such a regime, the requirement to qualify was treated as a time limit for acquisition, not as a continuing contractual obligation to purchase shares from the company. The earlier English authorities were distinguished on the basis that they either contained an express deeming provision or involved directors who continued to act without qualification while remaining in office. Here, the company never allotted shares to the directors, and the winding up occurred before any concluded acceptance of an offer to take shares could be inferred from the articles or conduct.

Conclusion: The directors were not liable to be placed on the list of contributories on the basis of any express or implied contract to take qualification shares.

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