For the reasons which I have given I am of opinion that this appeal should be dismissed.

In this case I agree that the appeal should be dismissed. I prefer to base my judgment on the simple ground that the consideration for the sale is £400,000, and not, as assumed by the appellant, shares - in whole or in part.

The Stamp Act Amendment Act 1905, which is to be read as one with the Stamp Act 1882, imposes a tax on every "conveyance or transfer on sale of any property where the amount or value of the consideration for the sale ... exceeds £25, for every £25 ... of the amount or value of the consideration 2s. 6d." The consideration for the sale of the mining leases in this case is £400,000 in money, not shares. The agreement for sale, dated the 2nd November 1910, says (clause 3): - "The consideration for the said sale shall be the sum of £400,000." The transfer of the leases (which has been referred to in argument without objection, though not in evidence), expresses the consideration in the same way - "in consideration of £400,000 paid to us for the said leases." There is no evidence that the alleged consideration was fictitious or merely colourable. It is true that as to £300,000, part of the consideration, the vendors were to be paid and satisfied by the allotment and issue of 300,000 fully paid up shares of £1 in the capital of the company; and that as to the balance, £100,000, which was to be paid in cash on completion of the transfer of the leases, the vendors were to apply for 100,000 shares and pay for them on application in full. But these collateral stipulations are quite consistent with the consideration being, in truth and in fact, as expressed, a money price, £400,000. Shares cannot be issued at a discount; the capital, which they represent, has to be paid for in money or in kind; and in this case, it has to be paid in money - the money which was to come to the vendors for the leases. The consideration for the sale being £400,000 in money, the stamp duty has simply to be calculated on the amount of the money. The case of [], is distinguishable, for there the consideration for the purchase of the assets of the old company was distinctly and directly shares - not money. In this case, however, it seems to be assumed that, as alleged in the defence, the "true consideration" was not expressed in the agreement or in the transfer, and that the true consideration was shares. In this aspect I concur with my learned colleagues that on the true meaning of the Acts, as applied to this case, the consideration has to be found in the actual agreement for sale, and is not to depend on any accidental rise or fall of the shares after the sale; and that the evidence does not establish that the shares were worth more than £1 each on 10th December 1910. The duty is payable on the "conveyance or transfer on sale," and is to depend on the "amount of value of the consideration for the sale" - not on the value at the time of the transfer. Dr. has urged on us with considerable ingenuity the analogy of personal property, saying that there was no "sale" till the property was transferred on 10th December. But we have to deal with real property, which in all cases involves a conveyance or transfer after the actual sale. The sale was complete on the 2nd November 1910; although it was not completed by transfer until 10th December.