Between: Commissioners of Inland Revenue - Appellants
And: Blott - Respondent
Between: Commissioners of Inland Revenue - Appellants
And: Greenwood - Respondent

Judges: Viscount Haldane
Viscount Cave
Viscount Finlay
Lord Dunedin

Lord Sumner

Subject References:
REVENUE
Super-tax
Assessment
Shareholder in Company
Distribution of Dividends in the Form of fully paid Shares
Capital or Income
Liability of Shareholder to Super-tax

Legislative References:
Income Tax Act, 1842 (5 & 6 Vict. c. 35) - ss. 40, 54, 163, 164
Finance (1909-10) Act, 1910 (10 Edw. 7, c. 8) - s. 66

Case References:
Bouch v. Sproule applied - (1887) 12 App. Cas. 385
Swan Brewery Co. v. The King distinguished - [1914] A.C. 231

Judgment date: 3 June 1921

Decision by:
Lord Sumner

My Lords, I hope I may be excused for repeating what seem to me the essential facts. Briefly they are these. In 1915, Hepburn, Gale, and Ross, Ld., made 48,851l. on a paid-up capital of 163,140l. When the time came round for holding the annual meeting to declare dividends and for other purposes, the directors proposed a dividend of 10 per cent. on the ordinary shares, and, on the ground that

"while the company has heavy commitments, which call for all its available capital, it would be unwise to make any exceptional distribution,"

they also proposed

"to declare a further dividend to the ordinary shareholders, to be satisfied by the allotment of one Second Preference Share fully paid for every three ordinary shares held by them."

It is a mistake to suppose that the directors' reason for not paying a larger dividend in cash was their desire to carry on a larger and more profitable business in the future by means of an addition of 33,000l. to their trading resources. They gave no such reason.

They said, and very prudently too in view of rising prices and the precarious duration of the war, that they wished to keep in hand this part of the year's profits owing to their commitments, that is in order to pay possible liabilities. They had to satisfy the shareholders, yet they shrank from dissipating their reserves. Provided these two ends were attained all their objects were secured. Why should they desire to distribute 10 per cent. in cash, which was to be income in the shareholders' hands, and something more which was not to be income in their hands?

What could it matter either way, except in the case of persons liable to super-tax? Income tax had been paid on the company's profits already and it was not proposed to deduct anything in respect of it from the dividend. For all we know Mr. Blott may have been the only shareholder liable to supertax and there is not the slightest evidence that liability to super-tax was ever thought of by anybody. People who pay super-tax do not usually get much consideration from people who do not. Whether the money remained in the company's hands throughout or went out to the shareholders as dividends paid and returned to the company as payment of calls on shares, made no difference to the company, and if it attracted super-tax to Mr. Blott en route, the result to everybody else was just the same.

So far as the argument in this case is rested on an intention of anybody concerned to avoid super-tax, that intention is, in my view, a mere assumption; so far as it assumes that the Board or the company preferred to create bonus shares, fully paid, without any payment of a dividend beyond 10 per cent., to creating them by means of a payment of the amount due upon them and a repayment in account, it equally begs the question. The one thing that is, however, quite clear is that nobody, directors or shareholders or Mr. Blott, ever intended or supposed that the allottees were to be liable to pay calls on the newly issued shares out of their own property, so as to provide the company with new money. It must also be presumed that all concerned meant to comply with the law.

I think the real crux of this case is to discover what was involved in carrying out the plan and yet complying with the law; to see what was done and not be guided by the name which the company chose to use. To call it "capitalization" is neither here nor there, for, apart from the Companies Acts, profits may be capitalized in more ways than one. What has to be asked and answered in this case is how could they be "capitalized" in accordance with those Acts, without either leaving the holder of the new shares liable to pay them up with new money or sharing out the profits to the allottees, whether in cash or in account, so that the share-out of the money should be used to pay up the shares. To my mind there was either a payment to the shareholder of the nominal amount of the shares or the company paid up the shares itself and gave them away for nothing. It is a question of English Company law and no decision on the statutes or the constitution of the United States of America can throw any light upon it. In accordance with the Board's proposals, 33,333l. of the realized profits would be absorbed over and above the amount of the 10 per cent. dividend, and the carry-over would still be larger than the sum brought forward from the previous year by more than 2,000l. Nothing turns on this, however, for, by art. 128, the directors had power to set aside profits to a reserve fund, applicable, among other purposes, to the equalization of dividends or to a distribution in case of losses, and whether or not the surplus of the previous year was deemed to have been carried to reserve and then applied in the way proposed, enough had been made in the year in question for the purposes suggested. The shareholders adopted the directors' proposal and a resolution was passed

"That it is desirable to capitalise the sum of 33,333l. 6s. 8d. being part of the undivided profits of the company and accordingly that a bonus at the rate of 33 1/3 per cent. per share, free of income tax, on each of the issued ordinary shares of the company be and the same is hereby declared, and that the directors be and they are hereby authorised to satisfy such bonus by the distribution among the members holding ordinary shares rateably of 33,316l. of the unissued second preference shares of 1l. each in the company credited as fully paid in satisfaction of such bonus."

Two quite distinct matters are dealt with in this resolution, the declaration of a "bonus," and the manner in which the bonus is to be satisfied. I cannot see that including two separate things in one resolution, neither being expressed to be in any way dependent on the other, can prevent each by itself from having in full whatever legal or practical consequence attaches to it as such. They are in the same position and have the same effect as if they had been separately expressed in two distinct resolutions. The first would be an ordinary declaration of a dividend, and a very handsome one too, unless there is some magic in dividing money under the term "bonus" without the use of the word "dividend"; the second is either a resolution to issue and give away shares for nothing, or it recognizes a right in the shareholder to a distribution or division in cash, which is to be satisfied without cash passing, and must also satisfy what the law requires, that is some consideration moving to the company for the issue and allotment of the shares. It is reasonably plain that this carefully worded resolution was intended to be, and was, an exercise of the powers given by arts. 125 and 127 as follows:-

"125.

No dividend or bonus shall be payable except out of profits arising out of the business of the company.

127.

Any general meeting declaring a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of paid-up shares of the company. .... Where requisite, a proper contract shall be filed in accordance with section 88 of the Companies (Consolidation) Act, 1908. ...."

In effect a contract was so filed, by which it was agreed between the company and a shareholder, duly nominated to contract "on behalf of himself and all others the holders of ordinary shares in the capital of the company and as trustee for them," that the company should allot and issue second preference shares in accordance with the resolution, to be considered as fully paid up, and that the shares so divided "shall be accepted in satisfaction of the said bonus." The result was that a "bonus" at the rate of 33 1/3 per cent. per share free of income tax was duly declared, and that the consideration of this contract for the issue by the company to the shareholder of its own shares, fully paid, was that the shareholders severally agreed by their agent and trustee, by way of accord and satisfaction, to take shares at the rate of 33 1/3 per cent. per share, instead of the money to which they would otherwise have been entitled. As the article stood there was no other way in which the company could distribute paid-up shares of the company than in payment of a dividend, duly declared out of profits, and this is what the resolution purported to do.

My Lords, I do not think that anything which took place in the following year, 1916, is sufficiently different from the facts above stated to make any separate examination of it necessary, nor is the circumstance important that the shares issued were preference and not ordinary shares. I do not, however, wish to confine my opinion to the bare terms of the resolution and contract of 1915, or of the articles then existing.

The result would be the same, to my mind, if there had been no contract at all and if the resolution had contained no language of special significance, and if the articles under which the company acted had included the article subsequently adopted, namely 127A, which enabled the company to authorize the directors to capitalize any profits, and to allot to the members holding ordinary shares of the company, in respect of the net amount capitalized, fully-paid shares of the company of equivalent nominal amount. In either case the nature of the operation performed seems to me in itself to involve the conclusion that one of its details is the declaration and payment of a dividend.

My Lords, what has to be considered is what the company was trying to do and what was involved, under the Companies Acts in doing it. The word "bonus" suggests, as was the fact, that the shareholders were getting a windfall for the year, which might not recur in another year, but the term "Stock Dividend," which is common in the United States, might just as well have been used. All, I take it, that is meant by the word "capitalize" is that when the operation authorized by the resolution has been completed, the result will be that the issued statutory capital will have been increased, and the calls due on the increase will have been paid up to an amount equal to the decrease in the reserve fund accumulated from profits previously undistributed.

To the intermediate steps involved in producing this result the word in itself has nothing to say. It is quite true that where the directors recommended a "further dividend," to be satisfied by an allotment of shares, the resolution declared a "bonus," but I do not apprehend that a company can affect the taxing rights of the Crown against a shareholder by the particular name that it chooses to attach to its proceedings. Bonus or dividend (and neither word has any statutory definition), call it which you will, there was a distribution at a rate per cent. on the nominal amount of each share, which distribution was deemed to be capable of suffering deduction for tax, for it was declared free of income tax, and this distribution was something to be satisfied in the particular way specified, which implies that otherwise it would have been satisfied by payment of money at the rate declared.

I think that insufficient attention has been paid to the scheme of the Companies Acts as interpreted in decisions, none of which, as I understood, was disputed in argument: Ooregum Gold Mining Co. of India v. Roper; ^[F65] In re Eddystone Marine Insurance Co.; ^[F66] In re Wragg. ^[F67] It makes no difference whether the capital in question is part of the capital with which the company was originally constituted when first it started business or is capital subsequently created: per Lord Macnaghten, in Ooregum Gold Mining Co. of India v. Roper. ^[F68]

It is not a question merely of the time, whether before or after the issue of the shares, for registering a contract for satisfying liability for calls on the shares otherwise than by payment in cash in full, or of the penalty which follows on disregard of due registration. It is not a question of the mode, if any, in which a shareholder could question the action of the company in legal proceedings, but of the defence, which the taker of the shares would have had to any proceedings for payment of contributions or calls. It is a question of the statutory conditions, under which alone a company can act, when it issues shares. Not only is the validity of what is done dependent on compliance with the statutory conditions, as interpreted and reduced to principle in the decided cases, but, when something has been done in fact, it is to be presumed, till the contrary is shown, that it has been so done as to satisfy those conditions and to accord with those principles, and, however compressed the business steps adopted, and however short the cuts taken, they must be given such effect for legal purposes as to represent something that satisfies, instead of disregarding, the law.

What is it that happens in law and in business, when a company, instead of distributing its reserves of undistributed profit, issues shares to a like amount fully paid or credited as fully paid? If language has any accurate meaning, which in company matters is not always the case, some one has to pay the company for these shares and some one has to be credited by the company with the payment. Now the money with which the payment is supposed to have been made in the present case was the company's money, and was and remained in the company's possession. The company could not pay itself with its own money. Physically, it never parted with a penny. I suppose that 33,333l. 6s. 8d. would be included in the first line of the balance sheet - namely, "to capital," which otherwise would have been included a few lines lower down in "Reserve Account," and that, in some account kept of payments made on the several shares, the shareholders, whether named or not, would have credit given them for payment in full, amounting in the aggregate to the same amount.

Apart from what the law has to say to it, this merely records that the company has given away for nothing a number of full participant rights in its business, its assets and its income, and on the other hand has not given away any of the money, which would have otherwise have been available for distribution. No doubt the transaction results in the company having more statutory capital issued than before, and less accumulated and undistributed profit, but the present question is not one of the result but of the process by which the result is attained.

The scheme and the principle of the statute law on this subject are clear. It takes two to make a paid-up share. A share issued, whether it is part of the company's original issue of capital or is one issued on the occasion of surplus profit arising, is a share to be paid for; paid for by the allottee in meal or in malt; in money, unless by contract between himself and the company he is enabled to satisfy his obligation to pay by some other consideration moving from himself to the company. Under the contract in question what consideration so moves from the shareholders? None that I can see, except the discharge of the company's debt for a dividend, which has become due to him by being declared.

When debt for dividend is set off against debt for calls and the account is squared, the equivalent of payment of a dividend takes place. If the word "bonus" has some effect to the contrary, then no consideration has moved from the shareholder and his shares are not fully paid. The company can choose whether it will divide its profits in meal or in malt; if it decides to divide otherwise than in cash, a contract to accept something in lieu of cash operates nothing, for no right to cash has accrued. A contract to accept shares in satisfaction instead of cash implies, first, a declaration, which gives a right that has to be satisfied, and second, a satisfaction of that right, which is equivalent to payment.

A shareholder's agreement, even though made by an agent duly authorized, that the company shall allot and issue certain shares credited or fully paid up has no validity in itself and adds nothing to what was resolved at the general meeting. His agreement that the shares are to be accepted "in satisfaction of the said bonus" either accepts, in lieu of something substantial, a benefit which is illusory - namely, a fully paid share which is not fully paid but has still to be paid for or otherwise lawfully satisfied, or else must accept it in a way which can satisfy the scheme of the statutes. The shareholder must remain liable to pay up the full amount of the share unless by a contract between himself and the company a consideration is given by him for the share, which will have the effect of payment by way of set off, accord and satisfaction, or otherwise.

My Lords, the classic way in practice of carrying out the perfectly well known operation which this company had in view is stated in Palmer's Company Precedents, 11th ed., Pt. I., p. 1062. Your Lordships were not informed that there was any other known form, which is valid and in use, and I know of none. It is not necessary for present purposes to decide that no other mode of producing the desired result and yet complying with the law is feasible. It is enough to say that what was done should be referred to and is best explained by the standard practice on the subject, and that the rational and normal effect must be deemed to be such as will satisfy the principle of the Companies Acts. If that effect is attributed to what was done here, a dividend was paid to the respondent.

It cannot matter for the purposes of the Revenue what he did with the money or money's worth distributed to him, or whether its disposal was the subject of prior agreement or not. Suppose Mr. Blott had had to sue the company to get these shares, is it to be said that his action would fail? If not, he would succeed by virtue of a legal right, founded on the company's resolution, to receive his portion of that which had become divisible among the shareholders. He would be entitled to have this brought into his hands by action. True, he would have to claim and take it in the form of newly issued capital stock, but it would come to him as dividend. If, peradventure, the company sued Mr. Blott for calls on his shares, what would his defence be? Why that, by payment or set-off, he had satisfied his liability. It would not be that the company had contracted not to ask for calls, for there is no consideration for any such contract, yet some defence he must have, for if he had none, everybody's intention would be defeated. If he had, it must be because dividends have been paid to him or to his use, for no other source of payment exists.

If I do not mistake, the contrary view is put shortly in three ways. The first is that it is a question of the form of the articles and of their being intra vires the memorandum, there being a power in a company, by a direct and simple process, to pay up its own shares in full and then give them away, so long as it only uses for this purpose profits already made, which as such are at its disposal to deal with as it pleases. It may be necessary, in view of s. 88, to declare a bonus and allot shares by agreement, but as Rowlatt J. says this is "bare machinery; the fact is simply that the shareholders were given shares instead of a bonus."

The second is that a shareholder gets no right in rem to the company's profits, unless he has a right of action to recover a dividend duly declared, and the tax is only attracted to what reaches his hands or might be brought into them by action, whether the company's action in not letting the dividend actually reach his hands is or is not in itself regular. The third that, on principle and by decision, a company can, as against all the world, the Inland Revenue included, decide whether to divide its profits as income or convert them into capital, and, on giving away the one or the other, decides conclusively whether what is given is capital or income. The principle is supposed to be derived from the Companies Acts, and the decision relied on is Bouch v. Sproule, ^[F69] a case that has, I think, never before been regarded as a revenue decision.

My Lords, I am not sure that these three ways of putting the matter are by any means identical or are even reconcilable. A company may choose not to divide profits among shareholders, but to use them, whether it makes them part of the wealth with which it trades or no longer trades with that wealth, but applies it to the creation of further paid-up statutory capital in such fashion as the law requires. When it decides this, why must it be assumed to decide anything more? Why should its decision bind utter strangers, for example, the Inland Revenue?

There is no ground that I know of for saying that money is not paid to a shareholder unless the intention is that he may dispose of it just as he pleases, any more than there is for saying that money may not be duly paid by book entries but can only be paid in cash. There will be a payment-even though by prearrangement there is a repayment immediately afterwards. Money, though it comes with a clog on it, is taxable, if and because it comes. How can mere nomenclature affect rights, which depend on what has to be done in order to satisfy the law? Could a company declare and pay a dividend in the ordinary way and yet, by first calling it "capital" and saying it was not "income," prevent the cash from being taxable as income in the shareholders' hands? Granting that the company is free to give a shareholder the money, with which to pay up his calls on shares newly issued to him, this is paying money to him or to his use, and to send him this money out of the year's profits along with his dividend warrant or to apply it to his use in the same way and at the same time is surely to put in his hands profit or gain, whether the company chooses to call it capital or nothing at all.

Again, to say that the matter depends on the question whether or not the articles are intra vires, or that the intention of the resolution is dominant, and all the rest is "mere machinery" is, I say it humbly, to beg the question. How can articles authorize a company to disregard the scheme of the Acts, though they may enable a company to do collectively what otherwise must be agreed with the shareholders individually? To call the steps that might be relied on as satisfying that scheme "mere machinery" is to evade the difficulty. It is just as reasonable to call the shares allotted "mere machinery" for wrapping up a distribution of profit as to call bonus shares "mere machinery" for effecting a distribution of capital. "Looking at the substance and not at the form" is a good guide for judicial conduct, but what is substance? If a form has to be gone through in order to satisfy the law, for my part I should think it was pretty substantial. A final opinion on these questions need not, however, be expressed to-day. Whatever innate powers a company may have, the present question must depend on the legal effect of what it did, not on names given and objects or desires kept in view.

My Lords, apart from authority, my conclusion is that the company made this distribution of bonus shares to its shareholders, out of its annual profits or gains; that it adopted a machinery for doing so, which involved the payment of a dividend; that cross cheques, one for dividend and another for calls, were not exchanged because in business that would be a useless procedure, and the same result with the same liabilities and incidents could be obtained by an obvious short cut; and that Mr. Blott, having in effect received a dividend, from which, if called upon to do so, he must have allowed a deduction for duty, previously paid by the company so as to fall as a burden on him, is bound to bring in this dividend as one of his sources of income for super-tax.

Having arrived at this conclusion on the general law of statutory companies as now settled by decisions, I turn to the case of Swan Brewery. ^[F70] I have re-examined the cases of the appellants and the respondents presented to the Privy Council and the record on that appeal, the report in the Court below, ^[F71] and the Companies Act of West Australia applicable to the case, that of 1893. I am quite clearly of opinion that what was said by the Judicial Committee, as to the effect in law and in business of a distribution of bonus shares, was part of the decision and cannot be distinguished from the present case. Of course it does not bind your Lordships, but I think it ought to be followed by all who do not feel themselves prepared to say that it was wrong and to say clearly why it was wrong. That case did not turn on the special definition of dividend in the taxing statute of West Australia.

The argument, both in West Australia and on appeal, was, as it has been here, that the transaction was solely one of allotting shares; that it was indivisible, and that nothing equivalent to the payment of a dividend occurred. Bouch v. Sproule ^[F72] was cited and was considered. The passage in question was an essential part of the decision. It is in point now and I adhere to it. My Lords, no authority has been cited to the contrary of the proposition laid down in the Swan Brewery Case, ^[F70] apart from Bouch v. Sproule, ^[F72] and, with all respect to the Court of Appeal, I do not think there is anything in the opinions there expressed which really touches the present case.

In Bouch v. Sproule, ^[F72] before any question arose or could arise between tenant for life and remainderman, shares had been issued upon a plan which had completely succeeded, for they were offered upon terms which only sheer carelessness or sheer folly could fail to accept. The offer was, of course, accepted by everybody, the trustee of the fund in question among the rest. I should think refusal would have been a breach of trust on his part, for his business was not to throw an obviously good thing away. It was only when all this had been done that any question could arise. Everybody approbated this issue of the shares and the way in which it had been made. Both the tenant for life and the remainderman claimed the benefit of it, and therefore affirmed it. Neither could be heard to say he would take the shares but repudiate the scheme. The only question was how the settlement operated in the events, which had happened, as between these beneficiaries.

In any literal sense of the word intention had nothing to do with the matter. The testator had none, for he never gave the question a thought; the trustee had none, for his duty was to leave the law to settle the incidence of the benefits. He had no right, by electing to take the shares, to benefit the tenant for life to the prejudice of the remaindermen. The directors and the shareholders were strangers to the settlement and heard and knew nothing about it; the company, in so far as intention is a mental act, was incapable of having any intention at all. The tenant for life and the remainderman had no intention except to get the most out of what had been done; in the doing of it they had and could have had no hand at all. The intention, which the final decision assumed, was one of those so-called intentions which the law imputes; it is the legal construction put on something done in fact. The testator had disposed of shares with regard to which the company could take a certain course. He was not affected by the Companies Acts but could determine for himself what should be capital and what income to the objects of his bounty or could leave it to be determined by others, including the company, just as he chose. The law deemed him to intend his disposition to apply according to whatever course in fact was taken, and by means of this assumption of his intention an effect was given to his disposition, which was consistent with the fact that the parties derived their rights solely from his bounty, although in circumstances in which, as a matter of fact, he had made no conscious disposition at all.

My Lords, needless to say, I fully accept everything laid down in Bouch v. Sproule ^[F73] unreservedly, but I think it is only indirectly a decision upon the power of companies to capitalize undistributed profits and, as regards the steps by which this is or is deemed to be done, it is not a decision at all. Doubtless a company can capitalize its own undistributed profits, and can, by taking the appropriate steps, turn them into new fully paid shares and no corporator can say it nay, still less can persons who only claim through and under a corporator.

The question here is what is further involved in such action on the company's part, but Bouch v. Sproule ^[F73] only decides the effect as between a tenant for life and a remainderman of a valid capitalization and issue of shares and tests it by the design carried out and accomplished by the company, by whatever intermediate steps this may have been done. What I wish to point out is that the machinery by which the issue of shares was effected, never came in question at all nor did any question of taxation. Super-tax was unthought of; the company had paid its income tax and need not deduct if it did not choose. No rights of third parties arose and the issue of shares was doubly a domestic matter, for it not only turned on the construction to be placed on the status of these shares, as fixed by the company for its corporators, but further the dispute arose only between beneficiaries, the aggregate of whose separate interests made up the total interest in each share held by the trustee.

However it was decided, the Crown lay outside the circle of corporators. Its right to tax was a wholly external matter, and never was brought before the House at all. There is then nothing in the reasoning required for the solution of that problem which touches the present question - namely, whether or not the machinery by which an issue of bonus shares is effected does or does not involve payment of a profit or gain to the actual shareholder who is taxed, within the meaning of the Income Tax Acts, and, as one would expect, very few words are to be found in the case which can be said to bear on the present matter at all. The whole weight of Bouch v. Sproule ^[F74] for present purposes rests on the passage at the end of Lord Herschell's opinion where he says: ^[F75]

"the company did not pay, or intend to pay, any sum as dividend, but intended to and did appropriate the undivided profits dealt with as an increase of the capital stock in the concern."

My Lords, if Lord Herschell meant to say, as surely he did not, that no dividend had been paid, it was not true. A dividend warrant had been sent out, in the form of a negotiable instrument, which, had it been presented for payment, must have been paid in cash. The obligation to do so was only satisfied because the shareholder did not choose to cash his warrant, but applied it by agreement in another way. Lord Herschell looked at the whole plan and net merely at one step in it.

What he meant was something highly germane to the issue - namely, that the plan, which the company carried out, was not a mere plan for paying the usual dividend in a novel form, but was a more far-reaching design to bring about an increase in statutory capital without physically parting with cash. Such a design has a legal effect on those whose rights only arise on the footing that the design has been accepted and affirmed; it has none on the officers of the revenue, whose rights are statutory and independent, and intervene before the point is reached, at which the interests of parties like those in Bouch v. Sproule ^[F74] become concerned. It cannot be that, if what is done falls within the statutory charge, a meeting of shareholders can prevent the charge from attaching by agreeing within its own doors on the use to which the members severally will put their money.

Of the four noble Lords, who took part in the decision, two, Lords Bramwell and Fitzgerald, say nothing about payment of a dividend whatever, while Lord Watson says ^[F76] that payment for the amount due on the share was imputed in the company's books, in other words that when the trustee accepted the offer of shares and sent back his dividend warrant to pay them up with, the company so entered the transaction and gave him credit in its books for his payment. I am therefore of opinion that the actual decision and the principle of Bouch v. Sproule ^[F77] are limited to the case in hand and do not affect the present appeal, and that, alike in principle and on the authority (if I may call it so) of the Swan Brewery Case, ^[F78] there was a payment here, which clearly was to Mr. Blott an income payment. Accordingly he is liable and the appeal should be allowed.

COMMISSIONERS OF INLAND REVENUE v. BLOTT.

Order of the Court of Appeal affirmed and appeal dismissed with costs.

Lords' Journals, June 3, 1921.

Solicitor for the appellants: Solicitor of Inland Revenue.

Solicitors for the respondent: Macdonald & Stacey.

COMMISSIONERS OF INLAND REVENUE v. GREENWOOD.

Order of the Court of Appeal affirmed and appeal dismissed with costs.

Lords' Journals, June 3, 1921.

Solicitor for the appellants: Solicitor of Inland Revenue.

Solicitors for the respondent: Norton, Rose & Co.