1932 (2) TMI 18

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..... f association is contained-clause 3, paragraph W-an express power to provide for the welfare of persons in the employment of the company, or formerly in its employment, and the widows and children of such persons and others dependant upon them, by granting money or pensions providing schools, reading room or places of recreation, subscribing to sick or benefit clubs or societies or otherwise as the company may think fit. But whether they may be made under an express or implied power, all such grants involve an expenditure of the company's money, and that money can only be spent for purposes reasonably incidental to the carrying on of the company's business, and the validity of such grants is to be tested, as is shown in all the authorities, .....

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..... ere she says: "(2) My late husband was for many years prior to his death managing director of the company. (3) After the decease of my said husband considerable negotiations took place between me and the directors of the company and S.L. Behrens, Ltd., with a view to providing me with a pension, and eventually it was agreed that the company and S.L. Behrens, Ltd., and myself should enter into a deed of covenant under which the company and S.L. Behrens, Ltd. were to jointly and severally pay me an annuity of GBP500." The conclusion to which, in my opinion, such evidence as is available irresistibly points is that the predominant, if not the only, considerations operating in the minds of the directors were a desire to provide for the applica .....

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..... g judgment on behalf of Lord Halsbury, A.L. Smith, L.J., and himself disposed of this point in the following terms (64 L.J. Ch., at p. 413; [1895] 1 Ch., at p. 686): "Even if the shareholders in general meeting could have sanctioned the making of these presents, no general meeting to consider the subject was ever held. It may be true, and probably is true, that a meeting, if held, would have done anything which Mr. George Newman desired; but this is pure speculation, and the liquidator, as representing the company it its corporate capacity, is entitled to insist upon and to have the benefit of the fact that even if a general meeting could have sanctioned what was done, such sanction was never obtained. Individual assents given separately ma .....

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