1935 (7) TMI 18

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....tories were allowed (assuming that they are 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 regis....

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....ng any reason". They are "shall not be bound 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 ....

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....at interrogatories are a matter arising out of the Rules of Court, and that any agreement the parties have entered into does not necessarily bind them or does not prevent the person being liable to give any information he is bound to give in the agreement. I think Turney v. Bayley [1864] 33 LJ. Ch. 499 is really an authority to the contrary, because I think it shows that the existence of an agreement is a ground for refusing a certain sort of discovery. I do not see any reason why that should not be applied to interrogatories as it was applied there to the production of a document. It seems to me that when I have got a provision that a party shall not be bound to produce a certain document in connection with a particular matter, the mere fa....