Aaron's Reefs Ltd v Twiss

[1896] A.C. 273

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(Judgment by: Lord Herschell)

Between: Aaron's Reefs Ltd - Appellant
And: Twiss - Respondent

Court:

Judges: Lord Halsbury LC
Lord Watson

Lord HerschellLord MacNaghten
Lord Morris
Lord Davey

Subject References:
COMPANY
Prospectus
Fraudulent Misrepresentation
Shareholder
Repudiation by Plea
Forfeiture of Shares

Legislative References:
Companies Act, 1867, c. 131 - s. 38

Judgment date: 30 April 1896

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Judgment by:
Lord Herschell

My Lords, if it were not for the fact that two of the learned judges in the Court of Appeal in Ireland have taken a different view, I should have said that this was a very clear case; and I think that they have been misled by not sufficiently considering that the question to be determined was what idea would be conveyed to an ordinary man by a perusal of this prospectus, viewing each statement contained in it in the light of the other statements to be found there. The only point to be determined is, was there evidence upon which a jury could properly find that the prospectus contained false statements? They have found that the prospectus contained statements not only false, but fraudulent to the knowledge of those who made them. It appears to me that there was ample evidence of this. I do not propose to enter in detail into the facts of the case, because they have been dealt with at large by my noble and learned friends who have preceded me, and I should only needlessly delay your Lordships if I were to do so.

With reference to the point of the defendant being too late to repudiate, I entirely concur in the view of the law which has just been put before your Lordships.