TMI Blog1941 (7) TMI 20X X X X Extracts X X X X X X X X Extracts X X X X ..... rdy for Rs. 2,100 and on 10th December 1940 he transferred the shares in blank to the petitioner for Rs. 2,400. Yusuf Cassim Ariff is one of the directors of the company, and in his affidavit dated 7th June 1941 he stated that the directors having examined the instrument of transfer and the original script, were not satisfied that the signature was that of Mt. Fatma Begum, nor that the shares were transferred by her to the applicant. Further, he stated that the instrument of transfer was incomplete, and alleged that it was filled up after the death of the alleged transferee and sometime after November 1940, whereas the transferee died about 1935. The directors and the petitioner are closely related. Yusuf is his uncle. No evidence has been tendered on behalf of the company in support of the objections contained in Yusuf's affidavit. The signature of Fatma Begum was witnessed by one S.C. Ariff, and there is nothing to show that the signature is not genuine, or that the sum of Rs. 2,100 was not paid by Suhrawardy to the original transferee. It is admitted that the instrument of transfer was filled up after the death of Fatma Begum, namely, at the date of the transfer from Suhraward ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferor. Nevertheless, in my opinion, the statement is correct. There is very litle, if any, direct authority upon this question but transfers in blank have been described by various authorities. Thus in Palmer's Company Law 13th Edition, at page 132, it is stated that "upon a sale or mortgage of shares, the transferror very commonly signs and hands over what is called a blank transfer ( i.e., a transfer signed by the transferor, but with a blank for the name of the transferee), the intention being that the purchaser or mortgagee shall be at liberty later on to fill up the blank and perfect his security by getting himself registered. If however the regulations require the transfer to be by deed, the transferee cannot effectively fill up the blank and deliver the deed unless authorized so to do by power of attorney under seal. Whereas, if the transfer may be under hand merely, the authority to fill up the blank may be oral and may be implied from the nature of the transaction." In In re Tahiti Cotton Company, Ex parte Sargent [1873] 17 Eq. 273 it was held, that the transfers although not good as deeds, were valid instruments in writing within the meaning of the articles of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... purpose of having his name entered in the register of shareholders and obtaining a new certificate in his own favour. The appellants' witnesses say that delivery of the certificate with the transfer executed in blank 'passes the property' of the shares; but that statement must be accepted subject to the explanations by which it is qualified. The right of the holder appears from these explanations to be in the nature of a jus ad rem and not of a jus in re. Delivery does not invest him with the ownership of the shares in the sense that no further act is required in order to perfect his right. Notwithstanding his having parted with the certificate and transfer the original transferor, who is entered as owner in the certificate and register continues to be the only share-holder recognised by the company as entitled to vote and draw dividends in respect of the shares, until the transferee or holder for the time being obtains registration in his own name. It would, therefore, be more accurate to say that such delivery passes, not the property of the shares but a title, legal and equitable which will enable the holder to vest himself with the shares without risk of his right being ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the property which forms the subject-matter of the agency, the agency cannot, in the absence of an express contract, be terminated to the prejudice of such interest. And Illustration ( a ) provides as follows: "A gives authority to B to sell A's land, and to pay himself, out of the proceeds, the debts due to him from A. A cannot revoke this authority, nor can it be terminated by his insanity or death." the authority for the proposition being Gaussen v. Martin [1830] 10 B. C. 731 . If the petitioner therefore is to be regarded as the agent of the original transferor, clearly he has an interest in the property for which he has paid Rs. 2,400 to Suhrawardy and for which Suhrawardy paid Rs. 2,100 to the original transferor. This section of the Contract Act merely states in a codified form the well-known principles of English law regarding authority coupled with interest. Mr. Sushil Sen has drawn my attention to a passage in Gore-Browne's Hand-book on Joint Stock Companies, Edition 38, at p. 246, as follows: "Even when a deed is not required, it appears that if the original transferor died, the authority to fill in the blanks would be at an end, although no doubt an equi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tended drawer, that the drawer had a right to fill up the instrument and make it a complete bill. That is the nature of the transaction between them, you may call such a right an authority, but it is a right founded on a contract, and being a contract it does not come to an end by the death of the acceptor. The instrument may be made perfect after the death of the acceptor, as well as before. Therefore, in my opinion the judgment was right." It seems clear therefore that whether it be a matter of agency or authority or contract, the transferee in cases of transfers in blank has the right to fill in the necessary particulars including his own name as transferee and the date of the transfer, after the death of the original transferor. It it were otherwise the vast amount of business done by means of blank transfers would have to cease, because it would be quite impossible in many cases to ascertain without much trouble and inconvenience whether the original transferor was alive or not. If therefore the pettioner fills in the date of the transfer from Suhrawardy to himself, namely, 10th December 1940, the instrument will be complete and he will be entitled to have his name registere ..... X X X X Extracts X X X X X X X X Extracts X X X X
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