W. Comer Petheram, C.J.@mdashThe question in this case is, whether a document carrying out a particular transaction is a conveyance within the meaning of the definition contained in Clause 9 of Section 3 of the Stamp Act, and within the meaning of Article 21 of Schedule I of that Act.
2. The document, upon the face of it, professes to be a conveyance of a tea garden from eight gentlemen to the Kondoli Tea Company, Limited, in consideration of �43,320, the said consideration being payable in shares and debentures of the company taken at par.
3. It is said that that is not what the real transaction is; because the only shareholders in the Kondoli Tea Company are the eight gentlemen who conveyed the estate, and that therefore it was not really a conveyance or transfer by way of sale, but a mere handing over of the property from them in one name to themselves under another name.
4. I think that is a fallacy. Whoever the shareholders in the Kondoli Tea company, Limited, were, I think the Kondoli Tea Company, Limited, was a, separate person, a separate body, and a conveyance to the Kondoli Tea Company, Limited, of property which was the property of the sharers in their individual capacity, was just as much a conveyance, a transfer of the property as if the shareholders in the Company had been totally different persons.
5. This is the only thing that I think it necessary for us to say in giving judgment, namely, that, in my opinion, the Kondoli Tea Company, Limited, is a separate body; and for the purpose of seeing what their transactions are, I do not think it is possible to look at the Register of Shareholders to ascertain who the shareholders were; and, consequently, although the conveying parties here were the shareholders of the Company, there was just as much a sale and transfer of the property and a change of ownership as there would have been if the shareholders had been different persons.
6. I therefore, think that the proper stamp to be put upon this document is the ad valorem stamp mentioned in Article 21 of Schedule I of the Stamp Act, and that it must be calculated1 on the amount of the consideration mentioned in the instrument.
