1935 (7) TMI 18

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....re proper to be allowed) the company would be bound to answer them, and I am not to allow the interrogatories if I am of opinion that the company would not be bound to answer them if they were allowed. The question then is whether the company would be bound to answer these interrogatories or whether it is excused from answering them by article 16 of the Articles of Association. The plaintiffs rely upon a decision of Tomlin, J., (as he then was) in Sutherland (Duke ) v. British Dominions Land Settlement Corpn. [1926] 95 LJ. Ch. 542 in which the learned Judge had to consider somewhat similar circumstances, where the relevant article was: "The directors may without assigning any reason, decline to register any transfer of shares not fully paid....

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....d to specify the grounds" and constitute, to my mind, a very much stronger expression. I cannot, as a matter of construction, come to the conclusion that "specify the grounds" means the same as "assign the reasons," having regard to the statement of Tomlin, J., I think they are two quite different things, and that what the directors are excused or saved from doing in the case before me is naming the species of ground under which they have acted: that is to say, the particular interrogatories which it is sought to administer here ask them to do the very thing which in my judgment, on the construction of this article, it is provided that they are not bound to do. In my view of the construction, that seems to me to dispose of the matter so far....