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TMI Blog1964 (11) TMI 37X X X X Extracts X X X X X X X X Extracts X X X X ..... s summarised above, commenting that the statutory form for making application for registration specifically stated in a footnote that the rate of interest payable on debentures did not have to be stated. His Lordship continued :] The liquidator has conceded that the mortgagees are secured by the first, principal, legal charge to the full extent of the sum of GBP13,931 6s. 9d., together with any arrears of interest payable thereon, and by the further charge to the extent of the said sum of GBP1,713 2s. 5 d., together with any arrears of interest payable thereon, and such proportion of the supplies account as will bring the total principal sum secured to GBP16,000 and GBP2,000 respectively : that is to say, an aggregate of GBP18,000. But he contends that the mortgagees are not secured for the balance of the supplies account by reason of the express registrations of the legal charge and further charge subject to the limit of GBP16,000 and GBP2,000 respectively. Now it is not quite clear how far the figures of GBP13,931 6s. 9d and GBP1,713 2s. 5d. which I have mentioned themselves include any interest; nor do I know what other interest may be due; but the dispute in the case is in res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iculars. "Then paragraph (a) is appropriate where there is an issue of a series of debentures and is not appropriate to the present case. Paragraph (b) : "in the case of any other charge - (i) if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company, the date of the acquisition of the property; and (ii) the amount secured by the charge; and (iii) short particulars of the property charged; and (iv) the persons entitled to the charge." Those are the matters which the registrar is bound to record in the register. Sub-section (2) is in these terms : "The registrar shall give a certificate under his hand of the registration of any charge registered in pursuance of this Part of this Act, stating the amount thereby secured, and the certificate shall be conclusive evidence that the requirements of this Part of this Act as to registration have been complied with." Section 95(1) refers to "the prescribed particulars"; and in order to find out what are "the prescribed particulars" one turns to the Companies (Forms) Order, 1949, paragraph 1 of which states : "The forms set out in the schedule hereto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o registration have been complied with : that is to say, it shall be conclusive evidence that the particulars delivered to the registrar are accurate particulars. That conclusive quality of the certificate is binding upon the mortgagee, who, therefore, cannot be heard to say that any of the particulars are inaccurate. If, therefore, the particulars state that the amount secured by the mortgage is something less than in fact the mortgage secures, the mortgagees are precluded by the effect of section 98(2) and the registrar's certificate from asserting that in fact they have got a security of as wide an extent as they have and are precluded from saying they are secured creditors for any greater amount than that stated in the particulars. But if that is true with regard to the amount specified in the particulars it must be equally true, it seems to me, of every other part of the particulars; and I think that authority shows that that is not the true view of the operation of the section. I was referred to a decision of the Court of Appeal in National Provincial and Union Bank of England v. Charnley [1924] 1 KB 431, CA. In that case a company had created a charge over certain leasehold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he says that he agrees with the judgments in an earlier case, In re Yolland, Husson & Birkett Ltd. [1924] 1 KB 431, 444, and he goes on to say[1908] 1 Ch. 152, CA : "I think the object"-that is to say the object of the provisions of the Act relating to the operation of the registrar's certificate-"is to protect the grantee of the charge, and, as between him and the general body of creditors or prospective creditors, the registrar is appointed as the tribunal to decide what shall be put upon the register, and when it has been put there his certificate to that effect is conclusive evidence that all the requirements of the section have been complied with." Then he refers to the circumstances of the particular case and says Ibid. 444, 445, "It is quite true that there is an omission, because the property mortgaged or charged included chattels as well as land and fixtures; but when once the registrar has given his certificate that the registration was complete, and that the mortgage or charge was created by an instrument, identifying it, in my opinion you have to go to the instrument to see what was actually charged there being nothing in the statute which says that when once registrat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng taken of this peculiarity. The registration was held good, notwithstanding that defect in the information submitted to the registrar and the information put upon the register. I was also referred to Cunard Steamship Co. v. Hopwood [1908] 2 Ch. 564 ; 24 TLR 865 a case in which the steamship company had created a charge which not only charged its existing general assets and specific existing assets but created an equitable charge upon ships which might be introduced into the company's fleet in replacement of existing ships. The particulars registered did not refer to that equitable charge : nevertheless in that case also, the registration having been made and the registrar having given his certificate, the charge was held to be a valid charge and not to be void under the section on the ground that the requirements of the section had not been fully complied with. All these authorities, and particularly National Provincial and Union Bank of England v. Charnley [1924] 1 KB 431 appear to me establish beyond question that the line of argument that I indicated earlier in this judgment is one that it is not open to me to follow. But Mr. Waite, who has appeared for the liquidator, said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , that the prescribed particulars have been presented to him. If the prescribed particulars have been presented to him, then it follows that the charge is not avoided, and the effect of the certificate is to put it out of anybody's, power to say that the prescribed particulars have not been presented to him and, therefore, where a certificate has been given the charge cannot be void under section 95(1). In order to discover the terms and effect of the charge (as was pointed out in the passages I have read from the judgments in National Provincial and Union Bank of England v. Charnley [1924] 1 KB 431) one must look at the document creating the charge and not at the register. It is from that document that one will discover what moneys are secured and what is the total amount secured by the charge. It is perhaps just worth noticing that section 98(2) does not say that the certificate shall be conclusive evidence that the amount thereby stated to be secured by the charge is in fact the amount secured by the charge : it is only conclusive evidence that the requirements as to registration have been complied with ; and although no doubt the legislature contemplated that when particulars ..... X X X X Extracts X X X X X X X X Extracts X X X X
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