Rectification of members' register barred by delay and acquiescence where winding-up creditors' rights had already crystallised.

Rectification of the register of members was refused because the applicant had not acted promptly to repudiate the alleged membership or challenge the balance order. The remedy is equitable and discretionary, so delay, acquiescence, and the prejudice to creditors in winding up were decisive factors. Once winding up had intervened and creditors' rights had crystallised, a person who allowed his name to remain on the register could not seek belated deletion of that name to disturb those vested rights. The request to set aside the ex parte balance order therefore also failed.

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Issues: Whether the applicant was entitled to have the register of members rectified by deleting his name and, on that basis, to have the ex parte balance order set aside.

Analysis: The application for rectification depended on whether the applicant had acted promptly and had a just cause to disturb the existing register. The applicant knew of his name in the register and was aware of the balance order well before filing the applications, yet he did not take timely steps to repudiate the alleged membership or seek rectification. Rectification is an equitable and discretionary remedy, and delay, acquiescence, and the rights of creditors in a winding up are material considerations. Once winding up intervenes and creditors' rights have crystallised, a shareholder who has allowed his name to remain on the register cannot, at a late stage, seek to displace those rights by belated rectification.

Conclusion: The applicant was not entitled to rectification of the register, and the prayer to set aside the balance order also failed.

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