TaxTMI Login
Just a moment...
Press 'Enter' to add multiple search terms. Rules for Better Search
When case Id is present, search is done only for this
of 
of 
No Folders have been created
Are you sure you want to delete "My most important" ?
NOTE:
of of 
All Case Laws
of of All Case Laws
Note
Bookmark
Share
Don't have an account? Register Here
of <h1>Court restores trial court's decree, dismissing suit in C.A. No. 1174 of 1965; C.A. No. 1935 of 1966 dismissed.</h1> <h3>Peirce Leslie & Co. Ltd. Versus Miss Violet Ouchterlony Wapshare</h3> Peirce Leslie & Co. Ltd. Versus Miss Violet Ouchterlony Wapshare - [1969] 39 COMP. CAS. 808 (SC), 1969 AIR 843, 1969 (3) SCR 203 Issues Involved:1. Fiduciary relationship and pecuniary advantage.2. Limitation period for filing the suit.3. Plaintiffs' entitlement to maintain the suit as shareholders.Comprehensive, Issue-Wise Detailed Analysis:1. Fiduciary Relationship and Pecuniary Advantage:The primary issue was whether there existed a fiduciary relationship between the appellant and the old company, and if the appellant-company gained a pecuniary advantage of Rs. 1,50,000 by availing itself of this fiduciary character. The court acknowledged that 'any person bound in a fiduciary character to protect the interests of another person should not put himself in a position where his interest and duty conflict.' The appellant-company, as the secretary of the old company, had intimate knowledge of the company's income, prospects, and market value of the properties, thus establishing a fiduciary relationship. However, the court found that the transaction was 'just and fair,' with no fraud, concealment, or undue influence. The Wapshares were fully informed and had legal advice, and the sale was satisfactory to them. The court concluded that the appellant did not gain any pecuniary advantage by availing themselves of their fiduciary character.2. Limitation Period for Filing the Suit:The second issue was whether the suit was barred by limitation. The conveyances were executed in 1939, and the suit was filed on December 21, 1950. The court held that the plaintiffs could not claim relief on the ground of fraud, and thus, article 95 of the Indian Limitation Act, 1908, did not apply. The suit was governed by article 120, which has a limitation period of six years. Since the cause of action arose in 1939, the suit was filed beyond the limitation period and was therefore barred by limitation.3. Plaintiffs' Entitlement to Maintain the Suit as Shareholders:The third issue was whether the plaintiffs, as shareholders of the old company, were entitled to maintain the suit. The old company was dissolved on March 1, 1940, under section 209H of the Indian Companies Act, 1913. The dissolution ended the company's existence, and no application was made within two years to declare the dissolution void under section 243. The court noted that 'the Government takes by escheat or as bona vacantia all the properties of a company dissolved under the Indian Companies Act, 1913.' Consequently, the plaintiffs could not maintain the suit, as the properties and rights of the dissolved company vested in the Government.Conclusion:The court allowed C.A. No. 1174 of 1965, setting aside the High Court's decree and restoring the trial court's decree, which dismissed the suit. C.A. No. 1935 of 1966 was dismissed. There was no order as to costs in the Supreme Court and the High Court.
TaxTMI 