Lord Russell of Killowen:-

In this case E. B. M. Company Limited (a company incorporated by Dominion Letters Patent dated 8th May 1922, and granted under the Dominion Companies Act) appeals from a judgment and order of the Court of Appeal for Ontario which affirmed a judgment or order of Kelly, J. in favour of the respondents, the Dominion Bank. The relevant facts which led up to the litigation in which this appeal arises must first be stated; the appellant Company being referred to as the old Company, and the respondent Bank being referred to as the Bank. The old Company (whose name was originally "Carling Export Brewing and Malting Company Limited", the change of name being effected by Supplementary Letters Patent dated 24th October 1930), was formed for the purpose and with the object of carrying on the business of brewers and maltsters in all its various branches, and for other purposes and objects enumerated in the Letters Patent. It also possessed all the powers conferred by S. 32, Dominion Companies Act. The old Company carried on its business as brewers until June 1927. Its share-holders at all relevant times were five in number, viz., Charles Burns, Marco Leon, his wife Fre