ta hs Soa eS § oa ? : i, Sugnd ee aN Pa war | ay Low] a A ah eal a oe s ‘a ast ale wy wi iN a lla a re YSN f CORNELL UNIVERSITY LAW LIBRARY The Moak Collection PURCHASED FOR ‘ The School of Law of Cornell University And Presented February 14, 1893 IN MEMORY OF JUDGE DOUGLASS BOARDMAN FIRST OEAN OF THE SCHOOL By his Wife and Daughter A. M. BOARDMAN and ELLEN D. WILLIAMS ’ Cornel ul ry KD 2079.L74 A treatise on the TT wT THE LAW OF COMPANIES, &e., &e. LECT OE) A TREATISE ON THE LAW OF COMPANIES, CONSIDERED AS A BRANCH OF THE LAW OF PARTNERSHIP. FIFTH EDITION. BY THE RIGHT HONOURABLE ONE OF THE LORDS JUSTICES OF HER MAJESTY’S COURT OF APPEAL. ASSISTED BY WALTER B. LINDLEY, M.A., OF LINCOLN’S INN, ESQ., BARRISTER-AT-LAW. AND WILLIAM C. GULL, M.A., OF LINCOLN’S INN, ESQ., BARRISTER-AT-LAW, VINERIAN SCHOLAR IN THE UNIVERSITY OF OXFORD, 1883. LONDON : SWEET AND MAXWELL, Limirep, 8, CHANCERY LANE, AND 8, BELL YARD, Daw Booksellers and Publishers. CARSWELL & CO. TORONTO. 1889. TV LONDON BRADBURY, AGNEW, & U0., PRINTERS, WHITEFRIARS PREFACE a Tue present work is the result of an attempt to in- vestigate the Law of Companies considered as a branch of the Law of Partnership. The Statutory Law of, Partnership was long in a state of transition ; but this state may be said to have termi- nated when the Companies act, 1862, was passed, con- solidating, repealing and amending most of the statutes then in force relating to Joint-Stock Companies. The Law of Companies has so developed since that time that it has become desirable to devote a separate volume to it instead of including it in a treatise on the Law of Partnership as in former editions. The Companies acts, 1862 to 1886, and the rules promulgated under their provisions are printed in an appendix; and, to facilitate reference to them, a separate index to their sections and clauses is inserted immediately before the general index, with which the work concludes. It must always be borne in mind, that in order to determine any legal question relating to companies, it is indispensable to attend closely to the language of the statutes by which they are governed; and although for convenience, the substance of various statutory enact- Lc, eU V1 PREFACE. ments has been shortly stated in the text, the reader is warned not to rely on these abridgments, but to consult the statutes themselves in every case which he may have to investigate. Great pains have been taken to render this Edition deserving of the favourable reception accorded to those which have preceded it. The separation of the matter in this treatise from that in the volume on Partnership already published has rendered it necessary to recast the whole work. The former arrangement has been followed in the main; but those portions which relate to Fraudulent Prospectuses, Borrowing Money, the Duties of Promoters, Transfers in blank, Forged Transfers, the amalgamation and reconstruction of Companies and Building Societies, have been so de- veloped as to be practically new. Other portions, especially that relating to Contributories, have been rearranged and rewritten. ‘The whole treatise has, in short, been carefully revised throughout, and adapted to the most recent decisions. Notwithstanding, however, the labour bestowed upon the work, and the anxiety of the author to render it worthy of the profession to which he has the honour to belong, the multiplicity and difficulty of the questions with which he has had to deal are such, that he dare not venture to hope that he has always avoided error, or that his work is free from serious faults: and although it has engaged his unremitting attention for more than thirty years, he is painfully aware that it is even now but an imperfect production, PREFACE. vil ‘ It only remains to add that this dition has been prepared by the author and his son, Mr. W. B. Lindley, and Mr. W. C. Gull. They have not only revised the sheets, but have examined the decisions on all the most difficult subjects, recast some of the portions which are new, made new indexes, and have thus greatly diminished the author’s labours and contributed to the utility of the work. Roya Courts oF JUSTICE, June, 1889. ANALYSIS OF CONTENTS. —_—_e—_ PREFACE INTRODUCTORY Book I.—Or THE FoRMATION OF COMPANIES AND OF THE ALLOTMENT OF SHARES Boox II.—OF tHe RIGHTS AND OBLIGATIONS OF COMPANIES AS REGARDS Non-MEMBERS Book IIl.—Or tHe RicHts anD OBLIGATIONS oF MEMBERS oF Clom- PANIES BETWEEN THEMSELVES INTRODUCTORY. 1. Nature of a company 2. Historical sketch of the law selating to companies 3. Different sorts or companies PAGE ll 143 298 OF THE FORMATION OF COMPANIES AND OF THE ALLOTMENT OF SHARES. General observations . CHAP, I.—AGREEMENTS TO TAKE SHARES. Sct. 1.—Applications for and allotment of shares . Sect. 2.—Of the prospectus and departures from it ‘ [As to fraudulent prospectuses, see infra, Ch. IIT. af ‘11 13 19 x ANALYSIS OF CONTENTS. Sect, 3.—Of the return of subscriptions to companies on the ground of failure of consideration . [As to fraud, see infra, Ch. ITT.] CHAP. II.—Or MEMBERSHIP. SEct 1.—Who can be members and herein of . Aliens. . Convicts . . Infants . . Lunatics . 5. Married women Pw be 6. Corporations and companies Secr. 2.—What constitutes membership and herein of membership by estoppel 1, As between the company and an alleged shareholder 2, As between an alleged shareholder and a creditor . Sot. 3.—Of registers of shareholders and certificates of title to shares and herein of the correction of registers. Sect. 4.—Of serip CHAP. III.—Or MrmBersHIP INDUCED BY FaLse STATEMENTS. Srct. 1.—Effect of false statements apart from statute 1. Requisites for redress 2. Remedy against the company . ; ‘ 3. Remedy against the individuals who made fis state- ments criminal civil Sect. 2.—Statutory enactments, 30 & 31 Vict. c, 131, § 38 CHAP. IV.—OFr DIFFERENT CLASSES OF COMPANIES. Class I. Cost-Book mining companies . Class II. Companies se Eeaa or privileged by the erown, viz, :— 1. Charlered companies . ; 2, Companies formed under the Letters patent act, 7 Wm. 4 & 1 Vict.¢ 73 . Class I1I,—Companies incorporated or privileged by some special act of Parliament :— 1. Companies not incorporated, but, em- powered to sue and be sued . 2. Incorporated companies PAGE 29 36 36 38 39 40 41 43 43 49 54 57 65 68 68 74 87 88 91 93 97 99 101 102 ANALYSIS OF CONTENTS. x1 PAGE Class 1V. Companies incorporated or privileged by a general act of Parliament : — 1. Banking companies formed under 7 Geo. 4.0.46. : 5 - 109 2. Registered companies - Lil 1, Companies formed and nopidienedd under the Companies act, 1862 . 117 2. Companies registered under the Companies act, 1862, but not formed under it . ; ‘ . 126 CHAP. V.—Or ILLEGAL CoMPANIEs. Scr. 1.—What companies are illegal . ‘ : . 180 note on the Bubble act of, 1719 (6 Geo. 1, c. ‘18) : . . 130 Sect. 2. Consequences of illegality . j ‘ ; : 5 . 139 BOOK. IL. OF THE RIGHTS AND OBLIGATIONS OF COMPANIES AS REGARDS NON-MEMBERS. CHAP. I.—GENERAL PRINCIPLES OF AGENCY AS APPLIED TO COMPANIES IN THE COURSE OF FoRMATION. Sect. 1.—Of the liabilities of promoters and subscribers for the acts of each other. 2 : j ; : ‘ ; . 148 Sect. 2.—Of the liabilities of companies for the acts of their promoters 146 CHAP. II.—GerneraL PRINCIPLES OF AGENCY AS APPLIED TO COMPANIES AFTER THEIR FoRMATION. Secr. 1.—Who are agents 2 Directors . : : ; ; 3 » . 155 . Agents who are not dicvetars : i ‘ . 159 Sect. 2.—Authority of agents of companies. ; : “ . . 161 1. Of acts which are ultra vires . : ; . 162 2. Of acts which are intra vires but tstepalas . «166 3. Of imperative and directory clauses in companies’ statutes and regulations. ; . 172 Sect. 3.—Of ratification by companies . : . 175 XH ANALYSIS Ol CONTENTS. PAGE CHAP. II].—Or tae Lraniiitras or CoMPANIES FOR THE ACTS OF THEIR AGENTS IN PARTICULARS CASES. Sucr. 1.—Cases not involving any tort or fraud and herein of Admissions . ' ‘ . . 183 Amalgamation . ‘ 183 Arbitration . 3 . 18d Bills of exchange and promissory notes. ‘ 185 Bill in Parliament : 5 : s 186 Bonds : ‘ ‘ ‘ ‘ . . 186 Borrowing money . i . 186 Cheques i . 196 Compromises . ‘ : é 196 Debentures : 3 i A . 196 Deeds . ‘ i ‘ ‘ ‘ 198 Extension of business § é ‘ « » 199 Indemnity . ‘ 7 ‘ , : . 200 Insurance . : ; ; ‘ . « 201 Investments and loans . : ‘ . 201 Judicial proceedings . : ; 3 . . 201 Leases . . ‘ : : ; : : 5 . 201 Mortgages and pledges. ‘ @ ‘ ‘ » . 202 Notice . : ‘ : ‘ i : ; 204 Purchases : ‘ ‘ ‘ . » . 205 Representations. ‘ ‘ ; ; : . 206 Sales : i 5 : 5 . 207 Transfer of business —. i : ; ; G . 208 Srcr. 2.—Torts : i ; F : ; . . 208 Sect. 3.—Frauds . ‘ ‘ ‘ ‘ : : : ‘ 4 . 211 CHAP. IV.—Or rH proper Form or Contracts witH COMPANIES AND ON THE EFFECT OF Form on LIABILITY. Scr. 1.—Of the rule requiring contracts of corporations to be under seal ‘ ‘ : ‘ ‘ ‘ ‘ , ; . 221 Scr. 2.—Statutory exceptions to the foregoing rule : : - . 225 Sect. 3.—Bills of exchange and promissory notes . : ; . 230 CHAP. V.—LiaBinity oF COMPANIES IN RESPECT OF ConTRACTS NOT BINDING ON THEM BUT OF WHICH THEY HAVE HAD THE BENEFIT . s ; é 4 : . . 2385 ANALYSIS OF CONTENTS. CHAP. VI.—Or tHe Lianinity or INDIVIDUAL Memperrs or CoMPANIES TO CREDITORS. Sect. 1.—Of the liabilities of directors 1. For their own acts 2. For the acts of each other Sect. 2.—Of the liabilities of shareholders 1. As to the extent of liability a) of liability at common law and of atienes to to restrict it b) of limited liability by stibisbs 2, As to the duration of liability «) commencement of liability b) termination of liability 3. On the commencement and ieiuduation of Viability in the case of amalgamating companies CHAP. VII.—Or AcTIONS BETWEEN COMPANIES AND Non-Members. Sect. 1.—Of actions by and against companies 1. Incorporated companies : 2. Companies empowered to sue said be aed. by ithe officers ‘ , 3. Other unincorporated companies Secr. 2.—Of set-off by and against companies Sect. 3.—Of execution against companies and shareholders on judg- ments against their companies 1. Execution against the company ; Boe 2. Proceedings against shareholders upon a judgment obtained against a company or its re officer generally 3. Proceedings against eiectiee of ancien companies under a) 7 Geo. 4, c. 46 b) 7 Wm. 4 & 1 Vict. c. 73. c) 8 &9 Vict. c. 16 d) other companies Note on procedure by scire facias . XU PAGE 239 244 245 251 254 255 258 262 265 270 273 276 278 280 xiv ANALYSIS OF CONTENTS. BOOK III. OF THE RIGHTS AND OBLIGATIONS OF MEMBERS OF COMPANIES BETWEEN THEMSELVES. CHAP. I—Or rau Ricut To TAKE ParT IN THE MANAGEMENT OF ComPANIES’ AFFAIRS Sect. 1.—Of directors and their powers . Sect, 2.—Of shareholders and their powers Sect. 3.—Of the powers of majorities Sect. 4.—Of the constitution and management of eras companies 1. Cost-book mining companies 2. Companies governed by 8 & 9 Vict. c. 16 3. Companies governed by the Companies act, 1862 CHAP. II.—Or rue Fiouctary RELATION OF PROMOTERS AND DIRECTORS TO THEIR RESPECTIVE COMPANIES Secr. 1.—Of promoters . Sect. 2.—Of directors and of their position as trustees Sect. 3.—Of the right of directors and others to indemnity CHAP. III.—OF THE CaPiItaL OF COMPANIES ; OF CALLS ; OF DIVIDENDS ; AND oF ACCOUNTS Sect. 1.—General observations on the capital of companies . 1. Borrowed capital 2. Share capital varying the amount of capital the division of capital into shares nominal and paid-up capital . preferential capital increasing capital . sc 3. Statutory enactments relating to the compli of particular kinds of companies the Companies clauses acts the Companies act, 1862 Reduction of capital Sect. 2.—Of calls : 1. The persons ye dion eallts can ‘be arg 2, The purposes for which they can be made for starting the company . for carrying on the business of the company . PAGE 298 303 314 325 327 233 345 363 379 391 391 392 392 393 394 396 397 399 401 402 407 408 409 409 411 ANALYSIS OF CONTENTS. XV PAGH 3. The manner of making calls. : ‘ ‘ . . 414 the resolution making acall : ‘ : . 415 the notice that a call has been made. ‘ 417 4, The persons liable to pay calls . 2... . 419 subscribers. j ‘ ‘ : ‘ : 420 shareholders. ‘ . 420 representatives of iibacei bens nal slawalscitens . . 425 5. Actions for calls . : ; ‘ : : : 427 Sect. 3.—Of dividends . : ‘ : 429 payment of dividends ont of capital 4 431 rights of preference shareholders . . . 435 actions for : ‘ : ‘ . 437 in particular companies , : . . 437 Sect. 4.—Of accounts . 1, Of the duty to keep and the right to inspect them 439 2. Of false and fraudulent accounts. ; 446 CHAP. IV.—Or SHareEs IN CoMPANIES ; THEIR TRANSFER AND SALE Secr. 1.—Of the nature of a share . . : : . 449 Sect. 2.—Ofthe amount ofashare . ‘ ‘ ‘ 5 455 Secr. 3.—Of a company’s lien on the shares of its members. . 456 Secr. 4.—Of charging orders on shares : ‘ : 460 Sxct. 5.—Of the transfer of shares . : : : 2 464 1. Of ordinary transfers : ; 3 464 2. Of transfers in blank ‘ é ‘ i 471 3. Of forged transfers : i . 483 and herein of estoppel by eardlesmnesa . : . 486 [as to transfers on death and bankruptcy, see disfee Ch. VII. & VIII.J Sxcr. 6.—Of sales of shares, and questions arising thereon. a “48% 1. Sales not on Stock Exchange AL 491 vendor’s obligations . ‘ : , s . . 4of purchaser’s obligations . ; : P . 492 fraudulent sales . : i . ‘ . 496 sales by auction . ; s 3 . 497 actions between buyer and salieg 4 . . 498 2, Sales on Stock Exchange . : 500 1. Of the vendor and of the broker or {obit who agrees to buy from him . ‘ . 503 2, Of the vendor and the ultimate purchaser . . 505 3. Of the vendor and undisclosed and _ inter- mediate purchasers. : d : . . 508 Xvi ANALYSIS OF CONTENTS. PAGE 4, Of the vendor and purchaser as regards their respective brokers 511 CHAP. V.—Or THe SURRENDER OF SHARES Sect. 1.—Generally-. : ; 7 : ; i . . O17 Sect. 2.—In particular companies : ; ‘ ‘ . 523 SHAP. VI.—Or tue FoRFEITURE oF SHARES. Right to forfeit . ; : : ‘ ‘ ; . 528 Exercise of the right ‘ : . 532 Effect of forfeiture . : ; : . - . 533 Relief against forfeiture ; 4 j 3 . . 534 CHAP. VII.—-Or tHE Errect of THE DEATH OF A SHAREHOLDER Secr 1.—As between the executors and the company . 7 . 536 Srcr. 2.—As between the creditors of the company and the executors. 539 Sect. 3.—As regards the separate creditors and legatees of the deceased 540 GHAP. VIII.—Or tHE Errect or THE BANKRUPTCY OF A SHAREHOLDER 549 Position of trustee and disclaimer byhim . . . 553 Proof by companies for calls, &c. ‘ : » . 554 CHAP. IX.—Or Actions BETWEEN COMPANIES AND THEIR MEMBERS AND BETWEEN THE MEMBERS THEMSELVES General observations . , : j ; . . 5359 Sect. 1.—Of the parties to sue and be sued . ; ‘ 2 . 562 1, Actions by and against incorporated siotivpuinien » . 562 2. Actions by and against public officers . , 564 3. Actions by one member on behalf of himself and flies 565 Secr, 2.—Of the rule that the court will not interfere in matters of internal regulation . 4 : ‘ , : . . 574 Sect. 3.—Of the rule that the court will not interfere at the instance of persons who have been guilty of laches 2 2 . . 582 “sor, 4.—Of particular actions : : é ‘ ; . 585 1. Specific performance 5 ‘ . . 585 2. Rescission of contract and rele of depocits : . 589 3. Account and discovery . x : ‘ ; . . dd 4. Injunctions . ‘ : : : i i . 596 5. Receivers ‘ : . : . ; ‘ 602 6. Mandamus . 7 . ‘ 3 . 603 7. Other miscellaneous em. : . i ; 606 ANALYSIS OF CONTENTS. BOOK IV. OF THE DISSOLUTION AND WINDING UP OF COMPANIES. —_+— PAGE InrRopucToRY .. 3 ae oe ee 608 CHAP. I.—Winpine up BY THE Court. Sect. 1.—The Court having jurisdiction over the winding up of the Company . : : : ‘ E ‘ 5 . 615 Secr. 2.—Companies which can be wound up by the Court, or subject to its supervision . : : : : ; - . 616 Sect. 3.—Persons at whose instance a winding-up order will be made 624 Srcr. 4.—Circumstances under which a compulsory winding-up order willbe made. ‘ : : - 628 1. Circumstances under shtick a wantin ip order can be made : r : - 630 2. Circumstances filivanelne the inert of bee Court . 635 Creditors’ petitions ‘ ‘ ‘ 5 . 635 Contributories’ petitions . 3 ; 3 . . 639 3. Summary of cases ‘ ; ‘ : : ; . 644 Srct. 5.—Proceedings to obtain a winding-up order and to discharge it, and to stay proceedings underit . a . 654 Appeals from, and staying proceedings under, Windinwp order é . A : . : ‘ . . 661 Sect. 6.—Effect of winding up as regards dealings with property, &c.. 664 1, Commencement of winding up : . . 664 2. Effect of winding up on dealings with sitorieaty : . 666 3. Effect of winding up on legal proceedings against the company and its members : 669 a) As regards companies formed and ‘egittane’ ee the act of 1862 . : . 672 b) As regards companies not ae =e lint: act . 682 L.c. * D ANALYSIS OF CONTENTS. Srcr. 7.—Proceedings under compulsory winding-up orders 1. Generally 2. Extraordinary powers of fis Court 3. Mode of enforcing orders and appeals from them Sect. 8.—The liquidators of the company 1. Provisional liquidators 2. Official liquidators Scr. 9.— Proof and payment of debts 1. General observations 2. Debts provable 3. Set-off Secr, 10.—Of contributories ' 1. The list of contributories 2. Who are contributories General observations. ‘ Classification of contributories . A. Contributories as present members 1. Duly constituted shareholders . As to persons who have not ceased £6 be setae but whose shares have been sold, surrendered, or forfeited, see infra, under head B. 2, Persons estopped from denying that they are share- holders 3. Persons who are bound by anteeiient to become shareholders 4. On the repudiation of chasis after the commencement of the winding-up a) no agreement 6) illegally issued shares . c) fraud . ‘ ‘d) non-performance of cousibions 5. Holders of paid-up sbares 6. Directors in respect of their audlifieation hates 7. Subscribers of the memorandum of association 8. Holders of scrip 9. Trustees and cestuis que trustent 10 Mortgagees . 11. Persons under inability a) companies b) married women and their scents ¢) infants d) lunaties . 12. Representatives a) executors, &e. . b) trustees in bankruptcy . PAGB 684 684 689 697 699 700 701 713 713 716 738 745 745 750 750 756 756 756 757 760 767 768 774 776 778 783 790 797 799 801 806 807 807 807 809 811 812 812 815 ANALYSIS OF CONTENTS. B, Contributories as past members General observations on past members : 1. Persons who have transferred their shares to others . a) where the transferee has been accepted by the company in the place of the transferor . b) where the transferee has not been so accepted a) where the sale has taken place before the commencement of the winding up . 8) where the sale has taken place since the com- mencement of the winding up. . . 2. Persons who have surrendered their shares to the com- pany . 3. Persons whose shares oon heen forfeited Sect. 11.—Calls for debts, &c. 1. Generally ‘ 2. Calls for debts 3. Calls for the ras of the rights of a con- tributories : 4. Limit of liability to wile a) present members b) past members 5. Set-off against calls . Srcr. 12.—Costs 1. As to costs paydlile by he company 2. As to the payment of those costs . Sect. 13.—Distribution of surplus assets and final dissolution of the company . eS Note on Building Societies CHAP. IL.—-Or Winpina tr VoLUNTARILY AND SUBJECT TO THE SUPER- VISION OF THE CouRT. Sect. 1,—Differences between the various methods of winding up . Szcr. 2.—Of winding up voluntarily Srcr. 3.—Of winding up subject to the supervision of the Court CHAP. III.—Or tHk AMALGAMATION AND RECONSTRUCTION oF Com- PANIES CHAP. IV.—On THE ABANDONMENT OF RAILWAYS AND THE WINDING-UP AND DIssoLUTION OF RaILway CoMPANIES. 1, Abandonment of railways : . ar 2, Arrangements between railway companies al their creditors b2 vil PAGER 816 816 823 823 831 833 836 837 842 846 846 849 852 853 855 857 859 859 864 867 871 874 875 886 891 901 904 vill ANALYSIS OF CONTENTS. ewer APPENDIX. — oo . Foreign Companies < . Industrial and Provident Societies . Benefit Building Societies . Chronological: List of Statutes . Table of Statutes now in force . The Companies acts, 1862—1886 Companies act, 1862 . Companies seals act, 1864 Companies act, 1867 Companies arrangement act, 1870 . Companies act, 1877 . " » 1879 . » 1880 . . » 1883 Companies colonial registers act, 1883 Companies act, 1886 . Orders and Rules— Rules of 1862 » 1868 . Life assurance companies acts— Life assurance companies act, 1870 Do., Amendment act, 1872 INDEXES, INDEX TO THE ABOVE AcTS AND RULES GENERAL INDEX . 4 ; . PAGE 909 915 918 923 931 933 1015 . 1017 . 1027 . 1028 . 1030 . 1082 - 1085 . 1035 . 1037 . 1041 . 1084 . 1095 . 1108 - 11il . 1145 (ix) AUTHORITIES REFERRED TO. a gs (Those pages in which a case is particularly referred to in the text, and is not merely cited, are in the following list denoted by an asterisk. The cases in each sheet have been brought down to the latest possible moment. It ought, however, to be mentioned, that no attempt has been made to collect cases decided since the establishment of the Law Reports, and not reported therein. An attempt has been made to collect under the name of each company the cases reported in connection with its winding up ; but the references to those cases will be found, not under the name of the company, but under the names of the persons to whom they relate ; for owing to the way such cases are frequently reported, it has been found impossible to make complete lists of them under the names of their respective companies. } PAGE A’ BECKETT, ex parte 724, 863, 866 Abbott v. Rogers ‘ 117 Aberaman Iron Works Peek (4 Ch. 532) Abercorn’s case 15, 792, 793, 794* Aberdeen Railway Co. v. Blaikie 328, 368 Abraham v. Hannay . i - 564 Abrath v. North-Eastern Railway Coy ee we ee TO BIB Accidental Death Insurance Co., (7 Ch. D. 568) : 251, 866 Allin (16 Eq. 449) Chappell (6 Ch. 902) Accidental and Marine Insurance Corp. ‘ ‘5 : 691 Bridger (4 Ch. 266) Briton Medical and General Life Association (5 Ch. 428) Neill (4 Ch. 266) Accidental Marine Insurance Co. v. Mercati 3 . 263 Acland v. Lewis. 3 452 Adair v. New River Co. 272 Adam Eyton, Limited Charlesworth (36 Ch. D. 299) Adams’s case 15, 520, 521, 761, 763, 769, 770, 839, 842 Adams v. Great Western Railway Co ‘ ‘ 38, 911 Adansonia Fibre Co. Miles (9 Ch. 635) Addams v. Ferrick 544 Addie v. Western Bank ofScotland 216 Addinell’s case : a tin 16 Addison’s case (5 Ch. 294) *782, 806, 838, 840 —— (20 Eq. 620) 853 Addison v. Mayor of Preston . . 280 — v. Tate . 295, 296, 297 PAGE Addlestone Linoleum Co. 334, 396, 401, 736, 742, 754, 787, 789 Adelphi Hotel Co., Limited ‘ Best (2 De G. F. & J. 650) Adley v. Whitstable Co. 308, 322, 433*, 580*, 597 Agar v. Atheneum Life Insurance Society 165, 168*, 174, 180, 199, 224 Aggs v. Nicholson 186, 226%, 234, 240 Agra Bank’s claim 726 — and Masterman’s Bank (ex parte (6 Ch. 206) 175, 708, 712, 881 —— (12 Eq. 509) . 712, 894, 898 —— (2 Ch. 391) 5 é 727 Anderson (3 Eq. 337) Cannan (7 Eq. 102) Tondeur (5 Eq. 160) Waring (W. N. 1866, 399) Agricultural Cattle Insurance Co. 519*, 838 — (1 Mac. & G. 170) . | 631 —— (3 DeG. F. & J. 194) . 686, 702 — (10 Ch. 1) 737, 866 Baird (5 Ch. 725) Belhaven (3 De G. J. & S. 41) Brotherhood (31 Beav. 365) Bush (6 Ch. 246). Dixon (5 Ch. 79) Official Manager (10 Ch. 1) Smallcombe (3 Eq. 769) Spackman (1 De G. & Sm. 599) — (1M. &G. 170) Stanhope (1 Ch. 161) Stewart (1 Ch. 511) — v. Fitzgerald 112, 422 A. G. v. Alexander . 91l — v. Birkbeck 1387 x AUTHORITIES REFERRED TO. PAGE A.G, v. Ely, Haddenham, and Sutton Railway Co. . » 581 —— v. Great Eastern Railway Co. 161, 168, 165, 315, 317, 318, 321, 581 v. Great Northern Railway Co. . 264, 319, 321, 580", 597 ——- v. Gould ‘ » & 318 ——- v. Higgins . 454 v. Montefiore . 450 —— v. Norwich ‘ : . 598 v. Shrewsbury Bridge Co. gee Aitchison v. Lee - 618 Alabaster’s case . "774, 864 Albert Average Association 702 Blyth and Co, (13 Eq. 529) Albert Life Assurance Co. (9 Eq. 706) . j . . 249, 251 —— (6 Ch. 381) . 710, 711*, 712 Bell (9 Eq. 706) Bleackley (9 Eq. 706) Cook (9 Eq. 703) Craig’s Executors (9 Eq. 706) Kerr and Stubbs (9 Eq. 706) Western Life Assurance So- ciety (11 Eq. 164) Wilson (9 Eq. 706) Albion Life Assurance Society 737, 853 Brown (18 Ch. D. 639) Sanders (20 Ch. D. 4038) Winstone (12 Ch. D. 289) Albion Steel Wire Co. . 681, 721 v. Martin . 349, 362*, 365, 368 Albrecht v. Sussman . : 37 Alchorne v. Saville 246, 251 Aldborough Hotel Co. Simpson (4 Ch. 184) Aldebert v. Kearns 184 v. Leaf . 249 Alderson v. Clay . 812 Aldham v. Brown . 32, 83*, 420 Aldred v. North Midland Railway Co. . 5 » 150 Aldridge v. Cato” . 252, 910 Alexander’s case 747*, ’326* Alexander v. Bearne . 451 —v. Worman . . 247 Alexander Water Co. v, Musgrave 911 Alexandra Hall Co, i 708 Alexandra Palace Co. (a6 Ch. D. 58). P . 265, 714 — (21 Ch. D. 149) 375, 432, 696 — (28 Ch. D. 297) - 852 Alexandra Park Co. Hart (6 Eq. 512) Sharon (W. N. 1866, 281) Alison’s case . ‘ . 736, 774, 849 Alivon v. Furnival . 5 » . 910 Allard v. Bourne ‘ 160, 205 Allen v. Graves . 504, 509, 510 v, London and South- Western Railway Co. . 209 —— v, Sea, Fire and Life Assur- ance Co. ; 185, 226, 234* Alliance Bank 727 Alliance Society . : 872 Allin’s case. : ‘ 829 PAGE Allison v. Herring . 272 Alma Spinning Co. Bottomley (16 Ch. D. 681) Almada v. Tirito Co. 334, 396, 401, ee 8 Amazon Life Assurance and Loan Co. Blackburn (3 Dr. 409) (8 De G. M. & G. 177) Hutchinson (25 L. J.) Ambergate, &c., Railway Co. v. Coulthard é P 4 . 416 393*, 399, 408, 418 416 v. Mitchell v. Norcliffe . 5 Ambrose Lake Tin Mining Co, 369%, 695 Clarke (8 Ch. D. 635) Moss (14 Ch. D. 390) Taylor (14 Ch. D. 390) Ambrose v. The Dunmow Union 222 Amsinck’s case ; + 767 Spottiswood (6 De G. M. & G. 345) Anchor Assurance Co. (5 Ch. 682) 260*, 735 Anchor Insurance Co.’s case (2 J. & H. 408) : . 261, 735 Anderson’s case (17 Ch. Div. 373) 21%, 69, 123, 124 —— (7 Ch. D. 75) 118, 783, 799 —— (8 Kq. 337). . , » 738 — (8 Eq. 509) . . 829 Andress’s case. 2 784; 785, 789* Andrew's case (3 Ch. ae . 821, 856 —— v. Burnes 861 — v. Ellison . 248 Andrews and Alexander’ s case (8 Eq. 176). ‘ ‘ 853 Andrews or Jones v. Swansea Cambrian B. B. Soe. 922 Angas’ case . 41, 563, 750, 807, 862 Angelo, re . . 451, 469 Angerstein, ex parte : . 861 Anglesea Colliery Co. 783, 785, 852, 869, 882 Anglo-African Steamship Co. 685, 688 Anglo-Australian Assurance Co. 641, 650* — v. British Provident, &c., Society . ‘ 169, 184, 201, 586* Anglo-Australian and Universal Family Life Assurance Co. Smith (1 Dr. & Sm. 118) Anglo-Californian Gold MiningCo. 662 Lewis . 807, 879 Anglo-Danish and Baltic Steam Navigation Co. far and Carrall (3 Ch. —= v, 23) Anglo- Die iiss &e., Colliery Co. 197, 401 Walker (6 Eq. 30) Anglo-Danubian Co. v. Rogerson 264 Anglo-Egyptian Navigation Co. . 659 Anglo-French Co-operative Society Pelley (21 Ch. D. 492) Angle. French Porcelain Co. v. arris : : z » . 62 AUTHORITIES REFERRED TO. X1 PAGE PAGE Anglo-Greek Steam, &¢., Co. 632, 650*, | Atheneum Life Assurance Society 659 te. Pooley 165, 166, 168, 171, 178, Carralli and Haggard (4 Ch. 174) 180, 193, 224, 237*, 247, 249, 250, Anglo-Italian Bank and De Rosaz 883 275, 737, 740 «Anglo-Moravian, &c., Railway Co. Atheneum Life Assurance Society Dent (8 Ch. 768) . Chinnock (Johns. 714) Forbes (8 Ch. 768) Durham (4 K. & J. 517) Watkin, ex parte (1 Ch. D. 130) Eagle Insurance Co. (4 K. & J. 549) Anglo-Romano Water Co. : Hollingsworth (3 De G, & Sm. 102) Wright (5 Ch. 437) Miller (3 Ch. D. 661) Anon. (2 Str. 696). . . 604 Painter (4 K. & J. 305) Apperley v. Page . : . 565, 593 Parbury (3 De G. & S. 43) Appleton v. Binks. » 240 Prince of Wales Life Assurance So. Appletreewick Lead Mining Co. . 784 (Johns. 633) Appleyard, ex parte . ‘ . 7136 Prince of Wales Life, &c., Assurance Apps, ex parte : ‘ . 767, 839 Co. (3 De G. & J. 660) Archer v. Harrison . . 920 Richmond (4 K. & J. 305) Argus Life Assurance Co. 184, 249, 261, Sheffield (Johns. 451) 839, 899 | Atkins’ estate. é ‘ . 661 Arkwright v. Newbould 70, 73, 90, 91, | Atkins v. Cooke . 661 92 | Atkinson v. Grey 544 Armitage v. Walker . 916 v. Pocock. . ‘ 38, 34 Armstrong’s case (3 De G&S. Attenborough’s case. _ 203 140) . - . 715 | Attorneys, ex parte the Society of 98 — (1 DeG. x Sm. 565) . 814, 815 | Attree v. Hawe . 4 " as abl Armstrong v. Burnet - 426, 5388, 544 | Attwood v. Small . 6 PTF —v. Normandy . : - 706 | Atwool v, Merryweather . 309, 572, Army and Navy HotelCo. . . 655 578, 576, 578, 579, 581 Arnold v. Mayor of Poole . 221, 265 | Audley Hall Cotton Spinning Co.” 365 Arnot’s case 705, 752, 760, 762, 781, | Augusta (Bank of) v. Karle . 910 784, 788*, 795* | Auld v. Glasgow Working Men’s Art Engraving Co. . 681 Building Soc. 320, 524, 872, 918, 920 Arthur Average ‘Association 621, 623, | Austin’s case (2 Eq. 485) . 778, 792, 662, 722, 849, 8538, 859 793, 795* Hargrove & Co. (0 Ch. 542) — (W.N. 1867, 138) . . 839 Arthur v. Midland Railway Co. . 59 | Austin v. Guardians of Bethnal Artistic Colour Printing Co. . 676 Green . : 220, 223 Fourdrinier (21 Ch. D. 510) Australasia, Bank of ». Harding. 101 Ashbury’s case Z . 666, 672 v. Nias - 101 Ashbury Railway Carriage Co. v. Australian Steam Clipper Co. v. Riche 119, 163, 164*, 176, 315, 334 Mounsey . . 191, 199, 203, Ashbury v. Watson 322, "334, 344, 315, 317, 398, £06 896, 405, 435, 470, 584 | —~ Direct Steam Navigation Co. Ashby v. Blackwell . 483 (20 Eq. 325) . 674, 727 Ashley’s case : * 85, 776, 777 Miller (5 Ch. D. 70) Ashpitel v. Sercombe_. 31, 32, 33 | —— Steam Ship Co. (4K. &J.407) 264 ean v. Lord Langdale . 451, 452 | Ayers v. South Australian Banking Ashurst v. Fowler ; - 378 Co. . - 163 —— v. Mason. P - 876, 377, 378 Spey Railway Co. v. Mount 423* Ashworth’s case. 275 :. Thompson . é . 59, 423 Asiatic Banking Corporation « 7Al | Ayre’s case i : . é 80 Agra and Masterman’s Bank, (6 Ch. 206) Collum (9 Eq. 236) Royal Bank of India (7 Eq. 91) Baces, ex parte ; 487, 522, 840 (4 Ch. 252) Baglan Hall Colliery Co. . 783, 798 Symons (5 Ch. 298) Bagnall v. Carlton 347, 355*, 357, 359, Askew’s case (4 Burr. 2200) 4 98 361, 362 —— (9 Ch. 664) . - . 122, 123 | Bagnalstown and Wexford Rail- Aslatt v. Farquharson . . . 276 way Co. . : . 198, 505 Asphaltic Wood-pavement Co, Bagshaw, ex parte . 184, 323, 891, 896 Lee and Chapman (30 Ch. D. —— vv. Eastern Union Railway 216) Co. . 29, 168, 320, 321, 571, 572, Association of Land Financiers 598 (10 Ch. D. 269) . : . 703 | Bahia and San Francisco Railway —— (16 Ch. D. ae : 717, 721 Co. : : . 54, 64, 123, 484 Aston, re. ‘ 6, 138, 135, 487, 488 | Baillie v. Goodwin & Co. ~ . 909 xii PAGE Baily, ex parte (3 Ch. 592, and 5 Eq. 428) 15, 27*, 122, 769, 772 ——(15 Jur. 29)... S:529, 848 v. Birkenhead, &c., Railway Co. . 412, 577*, 600 v Macaulay _ . 145 —— v. Universal Prov. Life Asso- ciation . . 45, 54, and Leethany s case (8 Eq. 94) Bain v. Whitehaven, &c., Railway Co. . 58, 105, 106 Bainbridge v. Smith 599, 794 Baird’s case 426, 812, 848 Baird v. Ross 3 ‘i 29, 32, 33 Baker's case (1 Dr. & Sm. 55) 198, 226, 328, 382*, 384, 388, 811 Baker, ex parte(3 DeG, & Sm. 243) 686 v, Plaskitt 18, 488 v. Sutton . 452 Baldwin v. Lawrence . 440, 569 Bale v, Cleland 88, 431, 433 Balfour v. Ernest 65*, 171 Balgooley Distillery Co. 402 Ball, ex parte 555 Banco de Portugal Hooper (11 Ch. D. 317) Waddell (5 App. 161) Bangor and Port Madoc Slate Co. 400, 435, 869 Bank of Augusta v. Earle : 910 Bank of Australasia v, Breillat 190 v. Harding . 101, 266, 910, 913 v. Nias 101, 266, 294, 910, 913 Bank of England v. Anderson 136 ¥, Booth 4 » 186 ——v. Johnson 60, 110, 287, 288, 289 Bank of Gibraltar and Malta . 640 651*, 693 Bank of Hindustan v, Alison 17, 53*, 184, 774, 892 Bank of Hindustan, China, &c. Alison (15 Eq. ’394) (9 Ch. 1) Anderson (8 Eq. 509) Campbell (9 Ch. 1) (16 Eq. 417) Croom (16 Eq. 417) Fricker (13 Eq. 178) Harrison (6 Ch. 286) Higgs (2 H. & M. 657) Hippisley (9 Ch. 1) (16 Eq. 417) Kintrea (5 Ch. 95) Levick and others (5 Eq. 69) Los (11 Jur. N. S. 661) Martin (2 H. M. 669) Mitchell (5 Ch. 400) Smith (3 Ch. 125) Swan (10 Eq. 675) Bank of Hindustan, &c. v. Eastern Financial Association @ 710 Bank of Ireland ¢. Evans’s Charity Trustees 198, 224, 483, 486 —— v. Perry : 627 Bank of London, &c., Insurance Association . 114, 617 Part (10 Eq. 622) AUTHORITIES REFERRED TO. PAGE Bank of London and National, &c., Association Muggeridge (10 Eq. 443) Bank of London v. Tyrell 348, 357, 361 Bank of Montreal v. Bathune . 910 Bank of New South Wales v. Owston . . 210 Bank of Scotland v. Fenwick. . 295 Bank of South Australia v. Abra- hams . 192 Bank of Turkey ». Ottoman Co. . 372 Banks v. Parker . 569 Bannatyne v. Direct Spanish Tel. Co. . 897, 408, 406, 435, 602 Banner v. Johnston 698, 727 Banque Jacques Cartier v. La Banque, &c., de Montreal . 205 Banwen Iron Co. v. Barnett 111, 129, 422 Barangah Oil Refining Co. Arnot (86 Ch. D. 702) Barber’s case (1 De G. & S. 726). 687 —— (5 Ch. D. 963) : . 798, 795 Barber, ex parte(1 Mac. & G. 176) 623, 646*, 662, 663, 684 ——re(15 Jur. 51) . 5 ‘ 16 Barber & Co. . . 230, 729 Agra Bank (9 Eq. 725) Barclay’s case 66, 133, 464, 468, 487, 619, 621, 622, 799 Barclay v. Wainwright 3 . = 645 Bardwell v. Sheffield Waterworks Co. . . 481, 432 Bargate v. Shortridge 52, 56*, 299, 423, 466, 560 Barge’s case 744, 786 Baring v. Corrie. . 500 Barker v. Allan . 201, 243, a ». Buttress ; 540 v. Lyndon . . . . 145 v. Stead . ; 5 » . 145 Barned’s Banking Co. . Andrew (3 Ch. 161) Andrews (4 Eq. 458) Contract Corporation (2 Ch. 350) (3 Ch. 105) Coupland (8 Eq. 472) (5 Ch. 67) Forwood (5 Ch. 18) Helbert v. Banner (L. R. 5 H. L. 28) (6 Eq. 509) Joint Stock Discount Co. (19 Eq. 1) (10 Ch. 198) Kellock (3 Ch. 769) Leech (6 Ch. 388) Peel (2 Ch. 674) Shrapnell (M.R, am 1867) Thornton (2 Ch. 171) 692, 705 Barned v. Hamilton . , . 498 Barnes v. Addy 3 - . 862 —— v. Thrupp 672 Barnet v. Roi Metropolitan Junction Railway Co. Nicholay’s case (15 Jur. 420) Barnett’s case (18 Eq. 507). 521, 841 (19Eqg. 449) . . 74D Barnett, Hoares & Co. v. Smith . 483 AUTHORITIES REFERRED TO. PAGE Barnett, Hoares & Co. v. South London Trams Co. . 154, 161, 183 206, 218* Barnett v. Lambert 143, 145, 606 Barnewall vr. Sutherland . . 268, 269 Bar. n de Beville’s case : - 798 Baron Liebig’s Cocoa Works, Limited . 688 Baroness Wenlock v. River Dee Co. ‘ 112, 238*, 386 Barrett's case (3 DeG.J. & Sm. 30) . . 16, 80, 82*, 218, 214, 762 — (4 De G. J. & Sm. 416) 46, 742, 801, 803, 839 Barrett v. Blunt . 7 145 Barrow’s case (14 Ch. D. 432) 64, 369, 785, 787, 789 — (3 Ch. 784) . ‘ . 847 Barrow-in-Fumess Investment Co. 785 Barrow Haematite Steel Co. 403 Barry v. Croskey. + 218*, 488 v. Navan and King’ s venney Railway Co. : 517 Barry Railway Co... . 904 Barry’s representatives, ex parte . 860 Bartlett v. Pentland 294 Bartley, ex parte. 861 Barton’s case . 322, 528, 529, 534, 761* trust. , 545, 546 Barton v. Hutchinson. 149, 262 —— v. London and North-West- ern Railway Co. . 483 — v. North Staffordshire Rail- way Co. 483 Barwick v. “English Joint Stock Bank . . 207, 214, 217* Bass’s case . 703, 708 Bastenne Bitumen Co. . 652* Bastow & Co... 676, ae Batard v. Hawes . Bateman ~. Mayor of Ashton-under- Lyne 186, 199, 598 — v. Mid Wales Railway Co. . = 185 — vv. Service ff. 115, 909, 912, 914 Bates v. Mackinley_ . . 547 Bath’s case 196, 319, 374, 521, 842, 845, 856 Batten v. Wedgewood Coal Co, 865 Batty v. McCundie : » . 284 Bexier vy. Earl of Portsmouth . 40 Bayley v. Manchester and Sheffield Railway Co. ~ « 209 v Wilkins . 513* Bayliffe v. Butterworth . 513* Bear v. Bromley . : é . 117 Beardshaw, ex parte 766, 861 — v. Londesborough 670, 706 Beattie v. Lord Ebury 196, 242, 8 805, 806 Beaujolais Wine Co. . : 887 Beaumont v. Meredith . . 575 Beavan v. McDonnell . é 40 Beck’s case 17, 25, 26, 769, 773, ie Beck v. Dean. é ». Kantorowicz . "346, 352%, ae Beckitt v. Bilbrough . . 473, 499 Bedford v. Bagshaw 88, 496 Bedford Railway Co. v. Stanley . 151 xl PAGE Beech »v, Eyre. ‘ z . 266 Beeching v. Lloyd =. 568 Beer v. London oe Paris Hotel Co. . « = 1228 Beldon v. Campbill 192 Belfast, &c. Railway Co. v. Strange 424 Belhaven’s (Lord) case 521, 842, 845 Bell's case (4 App. Cas. 550) 42, 80%, 86, 738, 802, 808, 809, 810 (22 Beav. 35) 80*, 86 Bell v. Francis ‘: . 145 v. London and North- West: ern Railway Co. . » . 183 —— v, Mexborough . 589% v. Reid . 37 Bell and Lang’ $ case i. App. ‘Ca. 547) 758 Bellairs v. Tucker . ‘ : 69, 89* Beman v. Rufford 183, 322, 571, 580*, 598, 892, 893 Bendy v. Harding . ‘ 2 a 3295 Benham’s case 840 Bennett’s case Bennett v. Blain. Benson v. Paull 280, 603 Bent v. Young . 918 297, 377, 519, 839 452 Bentham Mills Spinning Co. 459, 468, 538, 552 Bentinck (Cavendish) v. Fenn . 369 Bentley, ex parte ‘ . 785 v. Bates . 3 3 . . 550 v. Craven . . 860 Beresford’s case 529, 843 Berkeley v. Standard Discount Co. 265, 595 Bermingham v. Sheridan 466, 491, 493, 499, 505, 511 Bernard’s case . 82%, 84, 759, 860 Berne (The City of) v. Bank of England . ‘ . : < Besley, ex parte 623, 698, 765, 766 Bessemer Steel and Ordnance Co. 711 Best’s case (2 DeG. J. & Sm. 650) 14, 15, 769 Best, ex parte (1 Sim. N. 8.193) 747 v. Pembroke F . 697 Betts v. De Vitre . 209, 240, 265 Beulah Park Estate Sargood (15 Eq. 43) Bevan v. Waterhouse . . 644 Beverley v. The Lincoln Gas Co.. 222 Beville’s case (Baron de) sa £98 Biederman v. Stone 494,501, 514 Bigg’s case (1 Eq. 309) . . 538, 844 Bigge’s case (5 Jur. N. 8.7) 82, 84%, 215 Bignold, ex parte 174, 381, 382, 387*, 389, 594, 851 Bill v. Darenth, &c., Railway Co. 332 ». Richards. 284* —— v. Sierra Nevada, &e., Co. 324, 601, 913 Bilton Hotel Co. : d 792, 793 Birch’s case 59, 60, 94, 256, 524, 748, 840 Birch Torr & Vitifer Co. ; Lawton (1 K. & J. 204) X1V AUTHORITIES PAGE Bird’s case (4 De G. J. & Sm. 200) 15, 761, 769, 791, 796 (1 Sim. N. S. 47) 111, 129, 761, 862 Bird v. Bird’s Patent Sewage Co. 894 Birkbeck Life Assurance Co. é Barry (representatives of), (2 Dr. & Sm. 321) Birkenhead, Lancashire, &c., Rail. Co. v. Brownrigg 59, 105, 425 v. Cotesworth 426, 427 —— v. Pilcher 39, 422 ». Webster . é . 416 Birmingham Banking Co. (3 Ch. 651) . ~ 156, 175, sn —— (6 Ch. 83) ‘ : Birmingham, Bristol, &e. , Railway Co. v. Locke . 49, 51, 58, 106, 421, 533, 5384 — vv. White 440 Birmingham and Lichfield Rail- way Co. (18 Ch, D.155). . 79 — {28 Ch. D. 652) . 102, 904 Bishop’s case 825, 828 Black v. Homersham . 490, 498 Black & Co.’s case , 742, 744, 754, 858, 885 Blackburn’s case. 20, 25, 84, 749, 772 Blackburn Benefit Building’ Society 872 —— v. Cunliffe, Brooks & Co. 176, 178, 187, 189, 190*, 191, 237*, 386, 919 Blain v. Agar. 593 Blake v. Mowatt - 592 Blake’s case : 81*, 842 Blakeley’s executors, exe porte . 587, 812, 848 Blakely Ordnance Co. 741* Brett (8 Ch. 800) — (6 Ch. 800) Creyke (5 Ch. 68) Lumsden (4 Ch. 31) Metropolitan and Provincial Banks (8 Eg. 244) New Zealand Banking Co. (3 Ch. 154) Needham (4 Eq. 135) Stocken (3 Ch. 412) (5 Eq. 6) Blann v. Bell . $ 542 Bleackley’s case 733 Blewitt v. Gordon - 266 Bligh v. Brent 452, 453 Blisset v. Daniel 318, 532 Blood, ex parte. «735 Bloomer #. Union, &c., Coal Co, - 192 Blount v. Hipkins . . 426, 544 Bloxam’s case (4 De G. J. & S. 447) 15, 770 — (36 L. J. Ch. 687) 691, 692 Bloxam v. Metropolitan Cab Co.. 421, 497, 592, 597 —— v. Metropolitan Railway Co. 430, 432, 442, 568, 571, 580, 597 Bluck v. Mallalue . 328, 388, 572, 586, 597, 600 Blundell, ve . ‘ . - 861 —— v. Winsor 2, 131, 1382*, 133* REFERRED TO. PAGE Blyth’s case 5 ; 783, 787 Blyth & Co.’s case . 5 - 761 Bodmin United Mines, 94, 95, 524, ye 840 Bog Lead Mining Co. v. Montague 45, 119, 129 Bolckow, Vaughan & Co. v. Fisher 595 Bolingbroke (Lord). v. Local Board of Swindon ; . 209 Bolognesi’s case. Z 881 Bolton Benefit Loan Society - 620, 628, 648* Coop v. Booth (12 Ch. D. 679) Bolton v. Madden . » .« 809 Bonar v. Mitchell 109 Bonelli’s Telegraph Co. . Collie (12 Eq. 246) Booker, cx parte 200 Booth v. Bank of England | 136 eee) of Hackney PENEEEG: 0. (3 Ch. D. 669) . 203 Potion of St. Marylebone és Buck (3 De G. & Sm. 267) Joint Stock Banking Co. Stanhope (3 De G. & Sm. 198) Bosanquet v. Graham . 283, 295, 297 v. Ransford 286 —— v. Shortridge 55*, 59, 110, 158, 288, 289, 423 -——— v. Woodford . » 110 Boston Deep Sea Fishing Co. v. Ansell. i 147, 149, 367 Boston, Newark, and Sheffield Railway Co. Williams (1 Sim. N. “s. 57) Boswell v. Gurney Bosworthon Mining Co. . 619, 646%, 654%, 659 Jones (6 Ch. 48) Bottomley’s case . 157*, 409, 582, 843 Bottomley v. Fisher 233* Bouch v. Sevenoaks Railway Co. 436 v. Sproule . « 898, 545%, 546 Boulter v. Peplow . . . 606 Boulton, ca parte 2 ‘ 205 Bourne v. Freeth 21, 144, 393 Bousfield v. Wilson 140, 488, 516 Boussmaker, ex parte. 37* Bowen v. Brecon, &c., Rail, Co. 194 Bowen & Martin’s case 767 Bowes v. Hope Mutual Life As- surance Co. 2 é 638 Bowlby v. Bell 453, 498, 513 Bowring v. Shepherd . 493, ‘501, "506, 510 Bowron, Baily & Co. Baily (5 Eq. ve) Box, re. 544 Boyce v. Green . - 453 Boyle v. Bethos Llantwit Coll. Co, 675, 677, 706, 883 Brackenbury v. Brackenbury . 140 Bradford Banking Co. v, Bri & Co. . 129, "450%, 477, 478 —— Navigation Co. 618, 647*, 658, 662 —— Tramways Co, - 102, 904 AUTHORITIES REFERRED TO. XV PAGE Bradley v. Eyre . 283, ae, 295, 297 — v. Houldsworth . 453 —— v. Warburg 295 Bradshaw, ex parte Braham v. Beachim Bramah v. Roberts 192, 197, 665 113 155, 185, 244 Brampton v. Longtown Rail. Co. "746, 904 Addison (20 Eq. 620) Shaw (10 Ch. 177) Brander v. Brander 545 Branley v. South- Eastern Railway Co. « 913 Breckenridge’s case 122, 125, 748 Breech Loading ny Co. . Eq. 453). 690 Calisher (5 Eq. 214) Merchants’ Co. (4 Eq. 453) Wragge (5 Eq. 284) Bremner v. Chamberlayne . » 145 Brentford and Isleworth Tram- ways Co. ‘ 278, 618, 905 Brentwood Brick and Coal Co. 727 Brereton v. Edwards. » . 461 Brett’s case (6 Ch. 800; 7 Ch. 200; and 8Ch. 800) 821, 856, 857, 867* 792, 793, 795 (25 Ch. D. 288). Brettell v. Dawes * 7 699, 670 Bridger’s case (4 Ch. 266) . 5384, 845 (5 Ch. 304) é y - 782 Bridgwater Navigation Co. . 396, 405, - 434, 455, 679, 681, 717, 721, 868*, 869, 870, 880, 960, 966 Bridport Old Brewery Co. - . 306 807, 877%, 879, 887 Briggs, ex ae (1 Eq. 483) 26, 28, 85 (8 W. R. 110). : 722 Bright’s case . . 765, 766 14, 623, 626, 764, 765*, 766, 901 Brighton Arcade Co. v. Dowling - 428, 744, 748, 884, 885 Bright v. Hutton — Club and Norfolk Hotel Co. 638, 686 — Hotel Co. i 636, 652* — Lewes, &c., Railway Co. 656 Conway (5 De G. & Sm. 150) Hirschel, ex parte (15 Jur. 942) Bristed v. Wilkins. . 460, 462 Bristol and North Somerset Rail- way Co. « 905, 906 Bristol and Taunton, &e. , Co. v. Amos. 3 : 57 Britannia Mills Co. 1029 British Alkali Co. Guest (5 De G. & Sm. 458) British Alliance Assurance Corpo- ration . ‘ 634, 635 British and American Steam Navi- gation Co. . % Goldsmid (16 Beav. 262) | Meyer (16 Beay. 383) Pearse (8 Eq. 506) Ward (10 Eq. 659) British and American Telegraph Co. v. Albion Bank . . 200, 205 PAGE British and American bee Co. v. Colson . ‘ 14 Fowler (14 Eq. 316) British Empire Co. v, Browne British Farmers’ Pure Linseed Cake Co. : 64, 395, 1022 British and Foreign Cork Co. Leifchild (1 Kg. 231) British Guardian Life Assurance Co. ‘ : 694, 695, 696 British Imperial Corporation . 749, 693 British India Steam Navigation Co. v. Commissioners of Inland 226 Reryenue . : 196 British Mutual Banking Co. v. Charnwood Forest Railway Co. . 209, 217*, 484, 486 British Nation, &c., Association, ex parte the Liquidators of (8 Ch. D. 679) . 43, 183, 207, 806, 807 British Nation Life Assurance Association (14 Eq. 492) 703, 878, 879, 890 British Provident Life and Fire Assurance Co... ‘ 641, 653* Coleman (1 DeG. J. & S. 495) Collins (1 Dr. & Sm. 113) De Ruvigne (5 Ch. D. 306) Grady (1 De G. J. & S. 489) Lane (1 De G. J. & S. 504) Orpen (9 Jur. N. S. 615) Rumney (4 N. R. 48) Stanley (4 De G. J. & S. 407) Teete (4 N. R. 48) British Provident Assurance So- ciety v. Norton 318, 328, 382 British Provident and Anglo-Aus- tralian Assurance Cos. ~ . 735 British Seamless Paper Box Co. 370, 695 British Sugar Co. 61, 62, 122, 306, 415 708, 129 Briton Life Association 857, 898 Briton Medical Assurance Associa- tion . 74, 676 Briton Medical and General Life Association : 126, 940, 955 British Waggon Co. v. Lea & Co. . Brittain, ex parte 766, 862 Broadbent, ex parte. a es 3000 Brockwell’s case 79*, 80*, 82, 86, 87, 861 Bromley v. Williams 566 Bromsdon v. Winter . . oo. Bl Brooke & Co. (G. F.) . . 660 Brotherhood’s case, 179, 518, ‘519°, 522, 584, 822 Broughton v. Hutt . ‘ » . 818 v. Manchester and Salford Waterworks Co. 136, 185, 220 Brown’s case (9 Ch. 102) 788*, 792, 793, 794* (19 Beav. 97) 316, 758, 831, 841* Brown’s claim (9 W. R. 366, & 10 ib. 662) . . :180, 287%, 735 Brown, Ex parte (8 De G. & Sm. 590) . : ‘ Z os « 3 XV1 AUTHORITIES PAGE Brown, ea parte (12 Ch. 823). 736, 742 : (8 De G. M. & G. 607) 839 Bayley & Dixon (18 Ch. D. 649) 680 —— v. Andrews . 156 —— v. Black . 509*, 511 v. Byers 135, 192, 244 —v. Dale . 3 . 867 v. Hall 513 v. Holt . 3 4 132 x London and North- Western Railway Co... 38 v. Savage - 205 Browne wv. Collins . Q 430, 544, 545 v. La Trinidad 148, 157, 158, 176, 302, 305, 567, 602, 792 —— v. Monmouthshire, &c., Co. 480, 572, 600 Brownlie v. Campbell. . 70, 241 v. Russell . . 524, 872, 918, 920 Browning v. Great Central Mining Co. . 149*, 160* Brumfitt v. Bremner . . 178 Brunton’s claim : . 740, 741 Bryon v. Metropolitan Saloon Omnibus Co. 190, 191*, 317, 398, 406, 600 v. Warwick and Birming- ham Railway Co. 372, 571 Buchan’s case’ 426, 549, 538, 806, 814 Buck v. Buck 131, 140, 487, 516 v. Robson 813, 848 Budd’s case 826%, 864 Budden, ex parte . 553, 815, 816 Buenos Ayres Railway Co. ». North Railway Co. of Buenos Ayres. 912 Bugg, ex parte 46, 746, 802*, 805, 860 Bulkeley v. Schutz < 115, 912 Bullock v, Caird : - 910 v. Chapman 60, 61, 596 Bulmer’s case 813, 814 Bulmer v. Norris 452 Bult v. Morell 185, 231, 232* Bunn, ex ne (3 Jur. N. 8. 1013 690 Bunn’s case (2 De G. F. “x a 2715). « - 17, 201, 759, 781* Burge, cx parte (1 De G. & S. 588) 617, 901 Burge's case (2 i.e Hi, 441) 178, 180, 199, 236, 864 Burgess’s case (15 Ch, D. 507) 755*, 776, 777 Burke v. Dublin Trunk Railway Co, ‘ 291, 292, 296 ——v. Lechmere . ‘ 19, 106 Burkinshaw v. Nicolls 64, 396, 783, : 785, 787 Burlinson’s case 42, 808 Burmester 2. Crofton 296 v. Norris 192 —— v, Von Stentz 268 Burnes v. Pennell 29, 49*, 51, "84, 87, 88, 154*, 155, 161, 206, ‘215%, 217", 298, 421, 433 Burns y. Poulsom 209 REFERRED TO. PAGE Burnside v. Dayrell 35, 146 Burstall v. Beyfus . . 3862 Burt v. British Nation Assurance Co. : . 520, 568, 584* Burton, ex parte . : a EEG. — vv. Tannahill . . 266, 268 Bush’s case (6 Ch. 246 be L. R. 6 Ho. Lo. 37) 52, 316, 466, 749, 758, 822, 824, 832, 841 —(9Ch. 554). °°... 788 Busk’s case , : é 518, 840 Butchart v. Dresser é ‘5 317 Butler v. Cumpston . : 805, 809 — v. Manchester and Sheffield Railway Co. . « « 209 v. Withers . 450 Butt v. Monteaux 135, 139, 565, 593, 912 Bwlchy Plwm Lead Mining Co. v. Baynes . 422 Byrne v. Van Tienhoven . i 4 Capiz Waterworks Co. v. Barnett 637 Cadman vy. Cadman . s . 541 Caerphilly Colliery Co. Pearson (5 Ch. D. 336) Caillaud’s, &., Co. v. Caillaud . 264 Calcutta Jute Mills Co. v. Nichol- son ‘ e . 38, 911 Caldecott, ex. parte 458, 550, 555 Calder, ke. .» Nav. Co. v. Pilling 308, 322 Caldicott v. Griffiths . i . 606 Caldow v. Pixell . ‘ wp 198 Caldwell v, Ernest , : » #12 Caledonian and Dumbartonshire Railway Co. v. Magistrates of Helensburgh 151, 152 Calisher’s case . . ; 742, 744 Callao Bis Co. . é a . 896 Calthrop, re . a ‘ . . 550 Cambrian Mining Co. . : « 690 —— Railway Co. . 904, 905, 906 Goleman (3 De G. & S. 159) Steam Packet Co. . 716 Cambridge and Colchester Rail- way Co. Marsh (1 M. & G. 302) Cameron Coalbrook, &¢., Co. 692, 849 Bennett (5 De G. M. & G. 284) Hunt (32 Beay. 387) Walter (3 De G. & S. 2) Campbell’s case (9 Ch. 1) 58, 344, 736, 175 77 —— (4 Ch. D. 470) 197, 369, 401, 475, 861 Campbell v, Compagnie Générale de Bellegarde 675, 677 --—v. London and Brighton Railway Co. . « » B99 —--v. Maund . 311 a Land Reclaiming, &e., 0. Coventry & Dixon (14 Ch. D. 660) AUTHORITIES REFERRED TO. PAGE Canadian Native Oil Co, Fox (5 Eq. 118) Canadian Oil Works Corporation. Hay (10 Ch. 593) Cane v. Chapman . , - 280 Cann v. Willson ‘ . 70, 89 Cannan’s claim 703 Cannock and Rugeley Colliery Co. Harrison (28 Ch. D. 363). Cannon, ex parte. 366, 389, 736, 742 v. Trask : 304, 309 Canwell, ex parte 550, 556, 848 Cape Breton Mining Co. (29 Ch. D. 795) . 346, 350, 358* —— (19 Ch. D. 77) 695, 815 v. Fenn : 708 Cape’s Executor’s case. 1254, 823* Capel & Co. v, Sim’s Composi- tion Co. . 92 Capital Fire Insurance Associa- tion (21 Ch. D. 209) 628, 649* —— (24 Ch. D. 408) . 668, 692 Capper, - parte (1 Sim. N. 8. 178). 765, 766, 861 (3 De G. & S. 1) 626, 627, 653 Capper’s case (3 Ch. a 123, 810, 828 Car v. Griffith . 10 Card v. Carr . : . : 156, 922 v. Hope : . 809 Carden 2. Poxenl Cemetery Co. 146, 363 Cardiff and Caerphilly Iron Co. Gledhill (3 De G. F. & J. 713) Cardiff Coal Co. . ‘ 414, 787, 854 v. Norton 278, 414, 694, 787, 854 Carew’s case (5 De G. M. &G. 04) « # ‘ » . 664 ——(7 De G M.& G. 43) 818, 851 Carew’s claim (24 Ch. D. 85) 171, 193 Carew’s Estate Act (No. 2), re (31 Beav 39) . : - 204 Cargill v. Bower . 3 "74, 89, 244 Caribbean Co, Crickmer (10 Ch. 614) Carlen v. Drury . 245, 575*, 600 Carling’s case . 368, 781, ee 788, 790. , 795 Carlisle Banking Co. v. Thompson * 920 Carlisle v, South-Eastern Railway Co. . 571, 574*, 580, 597 Carmarthen Railway Co. v. Wright 45, 46, 50, 59, 107, 420, 421 Carmichael’s case wd; 163, 767, 770 Carnelley, ex purte . : . 674 Carpenter’s and Weiss’s case . 698 Carr v. Griffith 462, 546, 547 ». London and North- West- ern Railway Co. : 48, 487 Carr’s case. . . 734 Carralli_ and Haggard’s ‘claim (4 Ch. 174) : 57, 748 Carriage Co- -operative Supply “As- sociation 367, 875, 376, 679, 696, 697, 744, 786, 790 Clemence (23 Ch. D. 154) Carrick’s case . “ . 765, 766 xvi PAGE Carroll v. Kennedy . 671 Carron Co. v. Maclaren . . 87, 912* Carshore v. North-Eastern Rail- way Co. . 483 arta Para Mining Co. 661 Carter’s case s - 696 Carter v. Dean of Ely 220, 221 Cartmell’s case 156, 161, 178, 467, 518, 522, 829 Castellan v. Hobson 509, 511 Castello’s case . . 811, 828 Catchpole v. Ambergate, &c., Railway Co. . 68, 584 Cathcart, re 5 . 691 Catholic Publishing Co. 385, 637, 638, 648* Cavendish Bentinck v. Fenn . 358, 695 Cefn Cilcen Mining Co. : 191 Central Darjeeling Tea Co. 710 Cercle Restaurant Castiglione Co. v. Lavery 637 Cesena Sulphur Co. v. Nicholson 38 911 Chadwick, ex parte . é 693, 705 Chalk, Webb & Co. v. Tennent . ° 848 Challis’s case 53, 759, 775* Chambers v. Manchester, ‘&e., Railway Co. e . 198, 235 Chancey v. May . 566 Chandelor v. Lopus m4 70 Chandler v. Howell. . 451 Chapel House Colliery Co. . 636, 648 Chapleo v. Brunswick Building Society 88, 166*, 171, 176, 189, 196, 242, 919, 920 Chapman and Barker’s case. 754, 782, 805*, 806 Chapman’s case (1 Eq. 346) . 685, 717, 730 —— (2 Eq. 567) . 13, 14, 15, 567, 795 Chapman v. Milvain v. Shepherd Chappell’s case 268, 427, 565 493, 514, 832 465, 824, 629 Chapple’s case. . 556 Chapple v. Cadell . : . 207, 208 Charitable Corporation v. Sutton. 372 Charlesworth, ex parte . 698, 702, 703, 878, 890 Charlton v. Neweastle and Carlisle Railway Co. 322, 571, 598, 892 Chatham Industrial Co-operative Society 916 Chatteris, ex parte . 687 Chartres’ case 831, 862 Cheale v. Kenward 473, 492 Cheltenham and Swansea Railway Carriage, &c., Co. (8 Ey. 580). 656 Cheltenham, &c., Railway Co. v. Daniel . 49%, 51, 108, 421 —v. Price. ‘i . 59, 105, 106 Chepstow Bobbin Mills Co. . 660, 887 Cherry v. Colonial Bank of Aus- tralasia 89, 243 Cheshire Banking Co. Duff’s Executors (82 Ch. D. 301)": Xvi PAGE Cheshire Patent Salt Co. . . 626 Chester and Manchester Direct Railway Co. Phillipps (1 Simons, N. S. 605} Child v. Hudson's Bay Co. . . 551 ——- v. Morley 5 . 513 Chillington Iron Co. . 31 China Steamship Co. Capper (3 Ch. 458) Dawes (6 Eq. 232) Drummond (4 Ch. 772) Mackenzie (7 Eq. 240) China (Imperial Bank of) v. Bank of Hindustan. . 807 Chinnock’s case (Johns. 714) "803, 826* Chippendale, ex parte. 286, 381, 384, 885, 387*, 389, 622, 851, 858, 860 Chorley, ex parte. 283, 741 Christie v. Peart. - « 269 Church and Empire Fire Insur- ance Co. Andrews (8 Ch. D. 126) Pagin and Gill (6 Ch. D. 681) Church v. The Imperial Gas Light Co. . , : ; a . 222 Churchill v. Bank of England . 460 Chynoweth’s case 95, 826, 465, 819, 825, 828 Cilfoden Benefit Building Society 700 City Bank, ex parte 171, 185, 230, 740 City and County Bank . 626, 640, 641, 653*, 655 City and County Investment Co. 208, 864, 895, 896 City of Berne v. Bank of England 909 City of Glasgow Bank. : . 962 Bell, Lang and others (4 App. 547) Buchan (4 App. 549) Ker (4 App. 549) Mitchell (4 App. 548) Rutherford (4 App. 548) City Terminus Hotel Co. South-Eastern Railway Co. (14 Eq. 10) City of Moscow Gas Co. v. Inter- national Financial Society - 268 Clack’s case & . 829, 840 Clark v. Newsam . 66 er parte (7 Eq. 550) 715, 731, 743, 865 Clarke v, Chaplin , : 30 v. Dickson. 72, 88, 496 v, Imperial Gas Light and Coke Co, - 168* Clarke’s case (Ww. N. 1866, 254) . 710 (1K. & J. 22) 664, 860 — (8 Ch. D. 635). 3 783, 784* ex parte (20 L. J. Ch. 14) . 766 —(12Jur. 471)... 90 —— re (18 Ch. D. 160). : 547 Clay v. Rufford 177, 183, 272, 322, 323, 567, 892 v. Southern ‘ : ~ 271 Cleare v. Harwas . x 4 716 Clegg v. Edmondson , 3 . 582 Cleland’s case. 7 745, 784, 789 AUTHORITIES REFERRED TO. PAGE Clemence, ex parte (28 Ch. D.154) 679 Clement’s case (13 Eq. 179) 691, 692 Clements v. Bowes. 565, 569, 593, 610 v. Hall ‘ « ~582 —— v. Todd . ‘ “ es - 83" Clemonston v. Blessig. i ; 37 Cleve v. Financial Corporation . 306, 877, 894 Cleveland Ironworks Co. v. Ste- venson 7 ‘ : a 72 Clifton’s case Pi 664, 863 Clinan v. Cooke. Z w 3 228 Clinch v. Financial Corporation . 208, 571, 580, 581, 595, 891, 892, 894, 895 Clive v. Clive 544, 545, 547 Clothworkers’ Co., ex parte 553, 554 Clough v. London and North Western Railway Co. : 584 Clowes v. Brettell 59, 288, 293, 294 Cluff v. Cluff . 451 Coal Consumers’ Association " 679, 680, 717, 720, 721 Coal Economising Gas Co. Gover (20 Eq. 114, and 1 Ch. D. 182) Coates’ case . 783—785 Coates v. Nottingham W. W. Co. 401 Cobham v. Holcombe . : . 267 Cobre Copper Mining Co. Kelk (9 Eq. 107) Pahlen (9 Eq. 107) Weston (6 Eq. 17) Cockburn’s case . 518, 840, 862 Cocker’s case . . 260* Cockerell v. Van 1 Diemen’s Land Co. x 499, 532 Coe v. Wise ‘ ‘ : - . 209 Cohen v. Wilkinson , 571, 598 Colborne and Strawbridge, ex parte 171, 230, 665, 725, 740, 878, 889 Colchester (Mayor of) v. Lowten | 198, 207, 224 Cole v. North Western Bank » 475 Coleman's case (1 De G. J. & Sm. 495) 58, 759, 781*, 841, 844, 845 ee, cx parte (3 De I. & & Ss. 39) é 664, 701 Coles v. Bristowe . 495, sa 504", 510 v. Trecothick . és 228 Collen v. Wright. F 4 « 241 Collie’s claim. ‘ 158 Collingridge, ex parte . ‘ - 613 Collingwood v. Berkeley + =. 145 Collins v. Collins 450, 541 — », South Staffordshire. Rail- way Co. . - 228 ——., ex parte (De G. Ser) . 550 (8 W.R. 170). 653* Collum, ex parte 66, 800, 843 Colman v. Eastern Counties Rail- way Co. . . 200, 571, 597 Colombia Chemical Factory Ma- nure, &c., Works Brett (25 Ch. D. 283) Hewitt (25 Ch. D. 283) Colonial Bank v. Hepworth 474, 489* v. Whinney 454*, 551 AUTHORITIES REFERRED TO. PAGE Colonial and General Co. 882 Colonial Life Assurance Co. ». Home and Colonial Assurance Co. . 113 Colonial Trusts Corporation Bradshaw (15 Ch. D. 465) Colquhoun v. Brooks . 911 Colt v. Nettervill 453 v. Woollaston 593 Coltman, re 201 Columbine ». Chichester . 500, 586, 587 Colyear v. Mulgrave - 589 Commercial Bank Corporation of India and the East . 261, 622, Mt 34 Fernandes’ Executors (5 Ch. 314) Gledstane & Co. (1 Ch. 588) Smith, Fleming & Co. (1 Ch. 538) Wilson (8 Eq. 240) Commercial Bank of London 661 Commercial Bank of South Aus- tralia Commercial Discount Co. Commercial and General Life, &c., Assoc. Johnson (27 L. J. Ch. 803) Commercial, &c., Wine Co. . Compagnie Générale de Bellegarde Campbell (4 Ch. D. 470) Connell, re . ‘i Connop v. Levy Conquest’s case . : Consols Insurance Association Benham (13 W. R. 483). Glanville (10 Eg. ae — v. Newall v. Wood ‘ : Const v. Harris . 317, "318, 319, ee and Alexandra Hotel C Ebbett (5 Ch. 302) Reidpath (11 Eq. 86) Consterdine v. Consterdine . Continental Bank . Castello (8 Eq. 504) Contract Corporation . 692 848 284 622, 623, 636, 644*, 912 ° . 660, 701 260* , 472 713 320%, 579* 714 450 625 43, 157, 224, 225, 473, 660, 691, 692, 759, 807, 836, 846, 847, 850, 851 Baker (7 Ch. 115) Bateman (1 W. N. 878 and 466) Druitt (14 Eq. 6) Ebbw Vale Co. (5 Ch. 112) Gooch (14 Eq. 454) (8 Ch. 266) (7 Ch. 207) Head (3 Eq. 84) Hudson (12 Eq. 1) Weston (6 Eq. 17) White (3 Eq. 34) Conway’s case. c Conybeare v. New Brunswick and Canada Railway Co. Cooch v. Goodman . - 84, 590* 15, 861 131 XIX PAGE Cook’s claim (2) . 865 policy . 732 Cook v. Gregson . 541 —— v, Jones . 297 v. Ward 156, 329 Cooke ¥, Tonkin » 145 —— v. Oceanic Steam Co. . . 595 —— ex parte (3 De G. & 8. 148). 626, 627, 646* Cookney’s case - 761 Cookson, ea parte "641, 650* Cooper v. Powis . » 569 v. Shropshire Union Railway and Canal Co. 411, 600 v. Webb ‘ 566, 593 ——, cv parte (2M. D. &D. 1) 551 (10 Ch. 510) 669 Cope v. Thames Haven Co. 221, 225 Cope’s case . 247, 248 Copeland v. North-Eastern Rail- way Co. 63, 109, 469 v, Stephens - 550 | Copin v. Adamson . 2 914 Copper Miners’ Co. v. Fox . "199, 220, 222, 224, 225 Corbett 7. The General Steam Navigation Co. 911 " Corder v. The Universal Gas Light Co. 296 Cork and Bandon Railway Co. v. Cazenove . 89, 422 v. Goode. 425, 427, 537 . Cork Constitution, Limited 655 Cork Shipping and Mercantile Co. 630 Cork and Youghal Railway Co. (4 Ch. 748) . 198, 235, 237*, 385, 656, 723 —— »v. Paterson 23, 24, 107, 410, 420 Cornell v. Hay : - 91, 92 Corner v. Maxwell-Irwin . 270, 559 Cornwall Great Consolidated Mining Co. : . 318 Cornwall, &e., Mining Co. v. Bennett . ‘i - 125, 417* Corpe v. Glyn ‘278, 279, 280, 604 Corry v. Londonderry, ke. +, Co. 401, 429, 430 Cosmopolitan Life Assurance Co. Nickoll (24 Beav. 639) Costello’s case (2 De G. F. & J. 802) « ® 800, 825, 826 Cottam v, Eastern Counties Rail- way Co. ‘ - 483 Cotterell’s case . 801, 790 Cottle, ex parte . 764, 766 Coulson, cx parte. 549 County Life Assurance Co. 155, 158, 167 County Marine Insurance Co. Rance (6 Ch. 104) County Palatine Loan and Dis- count Co. Cartmell (9 Ch. 691) Teasdale (9 Ch. 54) Coupland v. Challis . 31, 901 Court Grange Silver Lead Mining ” Co. Sedgwick (2 Jur. N.S, 949) XX AUTHORITIES PAGE Coventry and Dixon’s case 694, 695, 794 Cowan’s Estate 715 Cowie v. Sterling 230 and Naylor’s case (4 K. & J, 808 and 314) . 21, 85, 772% Cox’s case (4 De G. J. & Sm. 53) 46, 59, 96, 802, 803 Cox’s case (3 De G. and S. 180) 694 Cox v. Midland Counties Railway Co. : s 161 Cragg v. Taylor 461 Craig v. Phillips . r 92 Craig’s Executor’s case 716, 732, 733 Cramer v. Bird - 565, 573 Crampton v. Varna Railway Co. oe Crawford v. North-Eastern Rail. Co. . . e . 401 Crawley’s case : Si 14 Credit Co. . 343, 658 Crédit Foncier and Mobilier of England, ex parte (7 Ch. 161) 156, 204, 205 —— (11 Eq. 356) 403, 404 Cree v, Somervail 801, 805 Crellin v. Brook . 271 —— »v. Calvert. 271 Cremetti v. Crom 697 Crenver v. Wheal Abraham United Mining Co. Wilson (8 Ch. 45) Creyke’s case 534, 845, 846 Crickmer’s case 784 Cridland v. De Mauley 593 Crisp v. Bunbury . 916 Criterion Gold Mining Co. . - 660 Cromford and High Peak Co. zw. Lacey . 3 j 24, 49, 51*, 421 Crook v. Seaford . si 2 - 228 Crooke’s Mining and Smelting Co. Gilman (31 Ch. D. 421) Crookhaven Mining Co. (3 Eq. 69) 684, 852, 869, 870, 882, 885 Cropper, ex parte 385*, 851, 860 Crosfield’s case 747, 812, 818, 814, 862 Croskey v. Bank of Wales 407, 568, 593 Cross v. Law . 286, 287 Crouch v. Crédit Foncier, &e. 230, 474 Crowe v. Crisford . 542 Crowley’s claim 514, 574 Crown and Cushion Loan Fund Society s : - “619: Croxton’s case (1 De G. M. & G. 600) . 824 -— (5 De G&S. 432), 861 Croysdill, ex parte 618 Crumlin Viaduct, &¢. Co. 669, 706, 720 Cruse v. Paine . 505, 510, 805 Cullen v. O'Meara . 149 v. Duke of Queensberry . 247, ae —— v. Thompson Cuming v. Boswell. ; a5 Cumming v. Prescott 301, 454, 545, 794 Cunliffe, Brooks & Co. v. Black- burn Building Society 190, 196, 386 REFERRED TO. PAGE Cunningham & Co., Limited Simpson (36 Ch. D. 582) Cunninghame v. etn of Gheseey Bank 758, 801 ‘ 2 64, 96, 492 301, 395, 785, 739", 791, 794, 795, 796* Curling v. Flight Currie’s case Curteis v. Anchor Insurance Co, . 226, 328 Curtis’s case (6 Eq. 455) 591, 749, 810, 828 Curzon, ex purte (3 Drew. 508) 747 Cutbill », Kingdom 308, 916 Cutts v. Riddell . 560 Da Costa v. Russia Co. 604 Dails v. Lloyd 516 Dale v. Hamilton . 589 v. Martin . ‘ 321, 989 ex parte (3 De G. '& 8. 11). 656 Dale’s case (1 De G. M. & G. 513) 805 Dalton v. Midland Railway Co. . 436, 437, 483 Daly v. Thompson . 61, 63 Daly & Co. . “i 667 Dance v. Girdler ‘ 146 Daniell v. Royal British Bank . 58, 129, 284 ex parte (1 De G. & J. 372) 776, 782*, 789, 805 Daniell’s case (22 Beav. 43) . 518, 782, 839 D'Arcy v. Tamar, &c. Railway Co. 158, 174, 224, 329 Darlington Banking Co. Riches (5 N. R. 287) Darlington Forge Co. . 123 Davidson v. Bower. . 269 v. Cooper 268, 269 —— v. Tullock . 88, 91, 496 cx parte (1 Mon. D. & De Gex, 648) . . 458, 550, 555 Davidson’s case (4 K. & J. 688) . 320 —— (3 De G. & Sm. 21) 780, 782, 801, 803, 805 Davies v. Hawkins 319, 320 v. London and Provincial Marine Insurance Co. . 70 Davies’s case (4 De G. F. & J. 78) 769, 770 Davis’ case (12 Eq. 516). 189, 385, 516, 919 Davis, ex parte (3 Ch. D. 463) 554, 558 v. Bank of chee . . 487 v. Fisk > 564 v. Haycock . 506, 510 Davison v. Gillies 432, 597 664, 843, 878, 889 303, 528, 577 Dawes’s case . Dawkins v. Antrobus Dawson v. Malley 715 — v. Morrison 145 -— v. Wrench . 248 Day v. Day « » b4e cx parte (1 Ch. D. 699) 135, 141 —— (3 Jur. N.S. 1016). — . 698, 849 Dayrell, ex parte 852, 858 AUTHORITIES REFERRED TO., PAGE Dean v. Bennett . 303, 307 — vv. Mellard . 263, 915 Deare v. Soutten 236 De Bussche v. Alt ‘ . 877 De Castro’s case . 831 Dee, ex parte . 620, 641, 647* Deffell ». White . ‘ . 203 De Gendra v. Kent 545 Delta Syndicate Forde (30 Ch. D. 153) Dendre Valley Railway, &c., Co. Moss (3 De G. & S. 599) Denham & Co. 321, 371, 374, 375, 376, 518, 696 Dent’s case 119, 798, 799 Dent v. London Tramways Co. 432. 436, 597 Denton v, East Anglian Railway Co. . a é 222 v. Great Northern Rail. Co. 88 —v. Macneil . 69 De Pass’s case 468, 800, 825, 826*, 827 Deposit and General Life Assurance Co. Ayre (25 Beav. 513) Deposit Life Assurance Co. ». Ayscough ‘ : : . 422 De Rosaz v. Anglo-Italian Bank . 896 De Ruvigne’s case 367, 696, 789*, 790 Desinge v. Beare 541 Devala Provident Gold Mining Co. 156, 183*, 206 Devereux v. Kilkenny Railway Co. 292, 294 Devon and Somerset Railway Co. 618, 692, 905, 906 De Waal v. Adler : - 490, 491 Diamond Fuel Co. (13 Ch. D. 400) 264, 626, 632, 633, 634, 645*, 662 Metcalfe (13 Ch. D. 815) Dickinson v. Valpy 144, 185 Dickson’s case : . 748, 749 Dickson v. Evans i : 739 v. Neath and Brecon Railway Co. 3 * - «+ 282 v. Swansea Vale Railway Co. 741 Diggle v. Higgs . 139 v. London and Blackwall Railway Co. 221, 225, 227 Dillon v. Arkins . 400, 541 Dimes v. Scott 2 : . 543* Dimson’s Estate Fire Clay Co. 678 Direct Birmingham, Oxford, Reading, and Brighton Railway Co. Amsinck (6 De G. M. & G. 345) Best (1 Simons, N. 8. 193) Bright (1 Simons, N. S. 602) Capper (1 Simons, N. S. 178) Hunter (1 Simons, N. 8. 435) Onions (1 Simons, N. 8S. 394) Sichell (1 Simons, N. S. 187) Spottiswoode (6 De G. M. & G. 345) Upfill (1 Simons, N. 8. 395) Direct ‘Exeter, Plymouth, and Devon- port Railway Co. Besley (2 M. & G. 176) (3 M. & G. 287) Besly (8 De G. & Sm. 224) L.c. Xxl1 PAGE Direct Exeter, &c., Rail. Co.—cont. Hall (3 De G, & Sm. 214) Hole (3 De G. & Sm. 241) Mathew (3 De G. & Sm. 234) Roberts (2 M. & G. 192) (3 De G. & Sm. 205) Tanner (5 De G. & Sm. 182) Woolmer (5 De G. & Sm. 117) —— (2 De G. M. & G. 665) Direct London & Exeter Rail. Co. D’Urban (18 Jur. 781) Hollingsworth (3 De G. & S. 102) Osborne (15 Jur. 72) Direct London & Manchester Rail. Co. Pocock (1 De G. & 8. 731) Direct London & Portsmouth Rail. Co. Goldsmith (14 Jur. 734) Direct Shrewsbury & Leicester Rail. Co. Brittain (1 Sim. N. 8S. 281). Riddell (1 Sim. N. S. 402) Direct Spanish Tel. Co... - 897 Direct West End and Croydon Railway Co. Lloyd (1 N. 8. Simons, 248) Studley (14 Jur. 539) Disderi& Co... . 786, 789, 796* District Bank of London (35 Ch. D.576). . 659 District Savings Bank . é 933 Coe (3 De G. F. & J. 335) Dixon’s case (L. R. 5 H. L. 618) 196, 521, 842, 845 Dixon’s executors, ex parte (1 Dr. & Sm. 225) 752, 758, 812 Dixon v. Evans . 842, 845 v. Wrench 4 461 Dobinson v. Hawks. : 43 Dobson, ex parte 551 Dodds v. Hills . 476 Dodgson’s case . 830, 862 Dodgson v. Bell . 41, 110, 289 v. Scott . 283, 286-8, 296 Doe v. Bold . 220 v. Jones 194 —— v. Tanniere . 220 Doman’s case . : 3 . 824, 893 Dominion of Canada PlumbagoCo. 704, 861, 864, 865 Donaldson v. Gillot 476, 487 Doncaster Permanent Building Society (4 Eq. 579) . 853, 872, 873, 918 —— (3 Eq. 158) 918 Dornford v. Dornford . 725 Dosset v. Harding Dougan’s case Douglas v. Horsfall_ . Dover and Deal Railway Co. Beardshaw (1 Dr. 226) Clifton (5 De G. M. & G. 743) Hight (1 Dr. 484) Lord Londesborough (4 D. G. M. 411) Mowatt & Elliot (3 De G. M. & G. 254) *¢ 58, 129, 295 774, 775, 891, 892 - - 272 . 670, 671 Xxil AUTHORITIES PAGE Dover, Hastings, &c., Railway Co. Carew (7 De G. M. & G. 48) Downes v. Ship . 19, 20, 26, 122, 749, 772 Dowse’s case . 260*, 261 Doyle’s case . ‘ . 814 Doyle v. Muntz . 567 Drake v. Symes 595 Dresser v. Gray . 541 Drew v. Nunn - 40 vee Patent Salt Co. v. ie Cur: ; Dronfield Silkstone Coal Co. (17 Ch. 76) . 3834, 395, 402, 520, 526 —— (No.2) (28 Ch, D. 511) 703, 861, 6 Drouett v. Taylor . 35, 145 Druitt’s case ‘ . 691 Drummond’s case (4 Ch. 772). 797, 799 Drummond, ex parte (2 Gif. 189) 802 Dry Docks Corporation of Loudon 665, 681, 699 Dublin Drapery Co. . . 208 Dublin Exhibition Co. 677 Dublin Grains Co. ‘ . 686 Dublin and Wicklow Manure Co. oe 84 Dublin and Wicklow e Eallwer Co. v. Black. . 89, 422 Ducarrey v. Gill . 231 Duce, ex parte . 310 Duckett v. Gover 563, 570 557, 743, 754 . 426, 301, 538, Duckworth, re Duff's Executors’ case 814 Duke’s case (1 Ch. D. 620) . 773, 796, 798 Duke v. Andrews . 16, 32, 410 ». Dive . 32, 33, 420, 606 v. Forbes 2 B25 33, 420, 606 Dumvile v. Birkenhead, ke. , Rail- way Co. . . 571 Duncan v. Hill : 501, 514* Duncuft.v. Albrecht . 453, 492 Dundalk, &c., sae! Co. Tapster : - 427 Dunlop v. Dunlop . 456, 457, 544 Dunne v. English . 369 Dunston v. Imperial Gas Co. a eK, 308, 366, 388 Duranty’ 8 case ‘ 84 D’ Urban, ex parte ; 847 Durham’s case . 246, 248, 250, 251, 412 Durham County Permanent, &e. , Society Davis (12 Eq. 516) Wilson (12 Hq. 516) (7 Ch. 45) Dutch West India ee ihe) » Moses, - 909 Dubie v. Marsh. 233*, 248 Duvergier v. Fellowes. ‘181, 132*, 139* Dynevor Duffryn Collieries Co. 661, 711 EscueE Co., ex parte 166, 169*, 226 Eaglesfield- v Sous of London: derry . 249 REFERRED TO. PAGE Eales v. Cumberland Black Lead Co. - 800, 337 Eardley v. Law . . 287 Earl of Lindsey v. Great Northern Railway Co. . 228, 258 Earl of Shrewsbury | v. North Staf- ford Railway Co. 147 East and West India Docks Co. 278, 618, 905 East and West Junction Railway Co. ; é ‘ ; 906 East Botallack Mining Co. . 615 Eastern Anglian Railway Co. v. Eastern Counties Railway Co. . 186 Eastern Counties Junction & South- end Rail. Co. Cooke (8 De G. & Sm. 148) Mainwaring (2 De G. M. & G. 66) Underwood (5 De G. M. &G. 677) Eastern Counties Railway Co. v. Broom. 209 Eastern Union Railway Co. 2. Cochrane . 258, 900 v. Symonds 418, 429 East Gloucester Railway Co. ». Bartholomew. 44, 50, 58, 104-6, 824 East Holyford Mining Co. . 725, 868 East India Cotton Agency Furdoonjee (3 Ch. D. 264) East Kongsberg Co. Bigg (1 Eq. 309) East London Waterworks ». Bailey p . 151, 220 East Norfolk Tramways Co. Barber (5 Ch. D. 963) East of England Banking Co. Bugg (2 Dr. & S. 452) Feltom’s Exors, (1 Eq. 219) Pearson (7 Ch. 309) East of England Banking Co.’s case (5 De G. M. & G. 505) . 426, 714 (4 Ch. 14) . - 725 Easton v. London Joint Stock Bank ‘ 481 East Pant Du “Mining Co. v. Merryweather . 809, 573 East Wheal Martha Mining Co. 61, 124 Eastwood v. Bain 939, 241 Eaton v. Busker . 222, 223 Ebbett’s case 89, 810, 829 Ebbw Vale Co.’s case (5 Ch. 112) 685, 2 eee Vale Co.’s claim (8 i, : . 204, 206, 222 Buby Vale Steel, &e., Co. e Ch. D. 827) . 403 Eberle’s Hotels, | &e., Co. ‘. E Jonas & Bros. 739 Ecclesiastical Commissioners »% Merral . . 220 Eclipse Gold Mining Co. 869 Edger v. Knapp . - . 606 Edie v. The East India Co. . . 222 Edinburgh, &., Railway Co. ».. Hebblewhite 300, 417, 425, 530, 5382—534 Edington ». Fitzmaurice 69%, 72*, 88 AUTHORITIES REFERRED PAGE Edmonds v. Blaina Furnaces Co.. 196, 198 Edwards v. Aberayron ina 916 ». Barnard 5 232 v. Buchanan 270 v. Cameron’s Coalbrook Co. 186, 225, 232, 296 — e. Grand Junction Railway Co. 150*, 151*, 152*, 1538, 258* —— v. Hall ‘ . 452 oe. Kilkenny Railway Go. 46, 59, 108, 283, 292, 293 . London and North West- ern Railway Co. v. Midland Railway Co. . —— v. TheShrewsbury and Birm- ingham Railway Co. 577, 579, 600 Egyptian Commercial and Trading 209 210 0. Kelson (4 Ch. 125) Electric Telegraph Co. of Ireland 397, 618, 635, 647* Budd (30 Beav. 143) Bunn (2 De G. F. & J. 275) (24 Beav. 137) Cookney (2 De G. & J. 170) (26 Beay. 6) Hoare (30 Beav. 225) Maxwell (24 Beav. 321) Reid (24 Beav. 318) Troup (29 Beav. 353) Eley v. Positive Assurance Co. 148 Elham Valley Railway Co. Dickson’s case (12 Ch. D. 298) Elkington’s case ‘ . 780, 781 Elliott's case 3 é 3 + 798 Elliott v. Richardson. . . 809 Ellis’s case (3 De G. & 8.172) . 847 Ellis v. Colman 201, 357, 588 ». Shinoeck 95, 294 Ellison v. Bignold . » 181, 575 Elphinstone (Lord), ex parte. . 732 —— (Lord) v. Monkland Iron Co. 732, 886, 887 Emly v. Lye . 235 Emma Silver Mining Co. . 658, 692 v. Grant . 849, 855%, 374 v. Lewis 347, 361* Emmanuel, ex parte , . 708 Emmerson’s case (1 Ch. 433) . 494, 836, 837+ —— (2 Eq. 236)... 700 Emperor Life Assurance Society 664, 665, 878, 889 Empire Corporation (17 W. R. 431); 183 Empire Assurance Corporation Bagshaw (4 Eq. 341) Challis (6 Ch. 266) Dougan (8 Ch. 540) Leeke (11 Eq. 100) Somerville (6 Ch. 266) Empress Engineering Co. . 147, 589 Empson’s case. . 769, 770 England (Bank of) v. Johnson 110 England (Mayor of the Stee of ) v. Bank of England. 198 TO. XXlil PAGE Englefield Colliery Co. . 367, 372, 375, 377, 696, 786 English Assurance Co. Holdich (14 Eq. 72) English Channel Steam Co. v. Rolt 192, 197, 395 English and ‘Trish Church and Uni- versity Assurance Society . 656, 737 Hunt (1 Hem. & M. 79) Bugis, Inish, &c., Rolling Stock J0. Lyon (35 Beav. 646) Yelland (5 De G. & Sm. 395) English Joint Stock Bank . 690, 691 Harding (3 Ey. 341). Yelland (4 Eq. 350) English and Scottish Marine Insurance Co. Maclure (5 Ch. 737) Ennis v. West Clare Railway Co. 112, 116, 148, 618, 805, 901, 980 Entwistle v. Davis 3 451, 452 Eva Assurance Society . 176, 184, 200, 258, 322, 891, 892 Anchor (2 J. & H. 400) Williams (2 J. & H, 490) Erlanger v. New Sombrero Phos- phate Co. . 847, 348%, 584 Ernest v. Croysdill . 372, 706 v. Nicholls . 154, 165, 183, 207, 225, 226, 258, 259, 322, 328, 715, 891, 892 —— v. Weiss : - . 706 Esdaile ». Lund . é . 295, 296 ». Maclean . . 269 —— ». Payne é . 698, 748 v, Smith . ‘ . . 287 —— v. Trustwell . 295, 296 Esgair Mwyn Mining Co. . 746, 748 Alexander (9 W. R. 410) | Esparto Trading Co. 518, 532, 796*, 797, 839, 843, 845 Essex Brewery Co. Barnett (18 Eq. 507) Estates Investment Co. Ashley (9 Eq. 263) MeNeill (10 Eq. 503) Pawle (4 Ch. 497) Turnley & Oliver (8 Eq. 227) Etma Insurance Co. . . 68, 123, 749 European Assurance Society Cocker (3 Ch. D. 1) Doman (3 Ch. D. 21) Dowse (3 Ch. D. 1) Grain (1 Ch. D. 307) Harman (1 Ch. D. 326) Hort (1 Ch. D. 307) Miller (3 Ch. D. 391) Ramsay (3 Ch. D. 388) Rivington (3 Ch. D. 10) European Bank Co, (2 Eq. 521) . 637, 648%, 659, 661 Agra Bank (8 Ch. 41) Baylis (2 Eq. 521) Masters (7 Ch. 292) Oriental Commercial Bank (5 Ch. 358) c2 XXIV AUTHORITIES PAGE European Bank, ex parte (7 Ch. 99 trope Central Railway Co. Gustard (8 Eq. 438) Holden (8 Eq. 444) Oriental Financial Corporation (4 Ch. D. 33) Parsons (8 Eq. 656) Sykes (13 Eq. 255) European Life Assurance Society 626, 631*, 632, 649%, 892 British Nation, &c., Associa- tion (8 Ch. c. 679) Arbitration Acts . 828, 393 Eustace v. Dublin Trunk Railway Co. . 61, 65, 107, 800 726 Evan v. Corporation of Avon 207 Evans’ case (2 Ch. 427) . 797 See also Preece and Evans Evans, ex parte (18 Ch. D. 424) . 310 (11 Eq. 151) 724 —v. Coventry . 250, 251, 308, 330, 372*, 374*, 375, 377, 388, 432, 520, 583 —— v. Hooper . . 559 ». Smalleombe "178, 179, 311, 312, 519, 522, 523, 584*, 828, 838 v Wood 491, 493, 506, 511 Evens’ claim . ‘ .. 260" Exchange Banking Co. Flitcroft (21 Ch. D. 519) Exchange Drapery Co. . 455, 736, 870, : 885 Exeter and Crediton Railway Co. v. Buller 315, 318, 573, 579, 581 Exeter, Plymouth, & Devonport Rail. Co Besley (2 Mc. & G. 176) Hall (1 Mc. & G. 307) Hole (3 De G. & Sm. 241) Mathew (3 De G. & Sm. 234) Roberts (2 Mc. & G. 192) Tanner (5 De G. & Sm. 182) Woolmer (2 D. G. M. 665) Exhall Coal Mining Co. . 674, 679 Bleckley (85 Beay. 449) Exmouth Docks Co. 278, 618, 625*, 637, 652 Eyre’s case . 831, 840 FactaGs Parisien Co. . 641, 650 Fairtitle v. Gilbert - 163 Falmouth, Helston, & Penzance Rail. Co. Clarke (12 Jur. 471) Family Endowment Society 259, 261, 620, 629, sd 645, 734 Farmer v. Giles 916 v. Mottram 295 v. Smith 920 Farrer v. Close 917 Faure Electric Accumulator Co. 364, 372, 378, 375, 377, 465, 466, 696 Faviell v. Eastern Counties Rail- way Co. . 221, 265 REFERRED TO. PAGE Fawcett v. Laurie . 482, 574, 597, 600 ». Whitehouse 346, 351, 365 Fearns v. Young 543 Fearnside, Dean, and Dobson’ case 814 Featherstone v. Cooke . 578 Featherstonhaugh v. Lee Moor Porcelain Clay Co. » « 202 Feiling and Rimington’s case 393, 402, 405, 774 Felgate’s case 118, 119*, 797* Fell v. Burchett . 262, 280 Feltom’s Executor’s case. 694, 696 Fenn’s case 94, 95, 524, 621, 840 Fenn v. Craig . 271, 272 Fennings v. Grenville . 319 Fenwick’s case 538, 802, i Fenwick v. Wood Ferguson v. Wilson 241, 587, 588 Fernandes’ Executors’ case 713 Fernihough ». Leader . . 560 Ferraro’s case 785, 861 Fewings, ex parte x «725 Ffooks v. South- Western Railway Co. . 3 . 470, 584 Field v. Lelean é . 508 v. Mackenzie 58, 110, 287, 288, 296 Fielden v. Lancashire, &c. Rail- way Co. . é . 596 Financial Corporation | . 740, 741 Adams (2 Ch. 714) Feiling and Rimington (2 Ch. 714) Holmes (2 Ch. 714) King (2 Ch. 714) Pritchard (2 Ch. 714) v. Lawrence. "i . 556, 815 Finlay v. Bristol Railway Co. 220, 227 Finlay & Co., ex parte. 749, 864 Finlay Hodgson’s case, 26 Beay. 182. 799, 804* Firbank’s Executors ». ‘Humphreys 88, 241, 243 Fire Annihilator Co. 640, 646, 986 Fisher's case (31 Ch. D. 120) . 778* Fisher, ex parte (8 DeG. & S. 116) 628, 650* v. Keane 808, 528, 577 v. Taylor 235, 397 Fishermen of Faversham 648* Fishmongers’ Co. v. Robertson 220, 224 Flagstaff Silver Mining Co. . 629, "645* Flanagan v. Great Western Rail- way Co. 328, in 368, 587 Fleet ». Murton . - 500 Fleming's case . 260*, 735 Fleming v. Self . 916, 920, 921 Fletcher v. Crosbie . . 269 v. Marshall. 512 321, 371, 374, 375, 432, 695, 696, 697, 744 Florence Land and Public Works Co. Moor (10 Ch. D. 530) Nicol (29 Ch. D. 421) aes and Ponsonby (29 Ch. D. Flitcroft’s case 301, 327, Forbes’ case (19 Eq. 353) ‘ 757, 791, 795 AUTHORITIES RHFERRED TO. PAGE Forbes’ case (8 Ch. 768) . 790, 795 Forbes and Judd’s case (5 Ch. 270) 798 Forbes v. Marshall ‘ . 185, 234 Forde, ex parte . 784 Forest, ex parte 724* Forest of Dean Coal Mining Co. 377, 695 Forrest v. Manchesterand Sheftield Railway Co. 202, 317, 318, 567, 601 Forster & Co. . . 730 Forth Marine Insurance Co. 912 Fortune Copper Mining Co. 657 Forwood’s claim 718 Foss v. Harbottle 173, 300, 304, 346, 570, 575, 576", 578, 581, 600 Foster v. Oxford Rail. Co. 308", 368 v. Wheeler . . 588 Fothergill’s case . "7835, 799 Fountain’s case . 127, 683, 855, 916 Fountaine v. Carmarthen Railway Co. . ‘ . 174, 194, 197, 198 Fourdrinier, ez parte. . 678, 674 Fourth City Mutual Benefit Build- ing Society v. Williams . - 920 Fowler’s case . . 798, 796* Fowler v. Churchill 460, 461 v. Rickerby . . 283, 296, 297 Fox’s case (3 De G. J. & Sm. 465) 46 (5 Eq. 118) . 123, 521, 777, 842 Fox, ex parte (17 Q. B.D.4) . 717 — (6 Ch. 176) 883, 894, 895, 896, 897 —— v. Clifton . 19, 21, 144, 393, 410 v, Frith . ‘ 66 France v. Clark . ‘474, 477, 479", 480*, 482 Frank Mills Mining Co. . 94, 326, 525 Frankland, re . . 697 Franklyn v. Lamond . 497, 498 Fraser v. Cooper, Hall & Co. 573 v. Whalley 581, 597 Free Fishermen of Faversham 618, 620, 636 Freehold and General Investment Co. Green (18 Eq. 428) Freehold Land and Brickmaking Co. Massey (9 Eq. 367) Freeman v. Appleyard 453 v. Gainsford 452 v. Whitbread 547 Fricker’s case . 691 Fripp v. Chard Railway. Co. 565 Frowd’s case . : 84* Fry, ex parte 714 v. Russell 129, 295 Furdoonjee’s case 557 Fyfe’s case. : . 834 Fyfe v. Swabey . 587, 596 Fyler v. Fyler 425, 426, 537 GALLOWAY’s case . . . 190 Galvanized Iron Co. v, Westoby 45, 59, 409, 420, 421 Gandy v. Gandy és : 148 Garden Gully Co. v. McLister 155, 300, 806, 409, 415, 532, 534, 843 Gardner v. London, Chatham and Dover Railway Co. . 195*, 197 XXV PAGE Garfit’s case. . 121 Garnet and Moseley Gold Mining Co. v. Sutton . 273, 742, 855, 885 Garrard v. Hardey . : . . 133 Garrick v. Taylor . 539 Garstin’s case . . 710, 825 Gartness Iron Co. Elphinstone, Lord (10 Eq. 412) Gartside v. Silkstone, &c. Iron Co. 197 Garwood v. Ede . 5 ‘ 33* Gaskell ». Chambers 3 367* Gas Light Improvement Co, v. Terrell . . 669 Gaudet Fréres Steamship Co. 710, 882 Gay’s case . 847, 852, 865, 866 General Co. for the Promotion of Land Credit 116, 468, 619, 622, 636, 645", 801 General Discount Co. v. Stokes 555, 556, 884 General Estates Co. City Bank (3 Ch. 758) Hastie (4 Ch. 274) (7 Eq. 3) Wright & agus (8 Eq. 128) General Exchange Bank 712, 743, 859, 888 Lewis (6 Ch. 818) v. Horner 367, 374, 376 General Financial Bank . 660, 686, 701 General Floating Dock Co. . 834 General International Agency Co. 640, 651*, 659 Chapman (2 Eq. 567) General Mining Co. 402 General Provident ‘Assurance Co. Bridger (5 Ch. 305) (9 Eq. 74) National Bank (14 Eq. 507) General Rolling Stock Co. 636, 637, 645* Alliance Bank (4 Ch. 423) Chapman (1 Eq. 346) Joint Stock Discount Co. (7 Ch. 646) General Share Co. v. Pottery Co. General South American ‘Co. 308, 727 Yglesias & Co. (10 Ch. 635) General Steam Heian Co. v. ee Guillan : ‘ 914 General Works Co. Gill (12 Ch. D. 755) Genesee Mutual Insurance Co. v. Westman ‘ ji - 910 Gerhard v. Bates . . 19, 88 German Date Coffee Co. ‘ . 688, 641, 645 . 236%, 381, oa Chippendale (4 De G. M. & G. io Stone (3 De G. & Sm. 120) Gibbs and West's case 191, 192, 667, 742, 744 209 German Mining Co. Giblin v. McMullen ‘ Gibraltar and Malta Bank . 640 Gibson’s case (2 De G. & J. 275) 83%, 86, 206, 860, 863 XXV1 PAGER Gibson, ex parte (4 Ch. 662) 261, oe —— re (2 Eq. 669) —— v, The East India Co. Gibson & Co. (5 L. R. Ir. 189) 736, 783, 784, 852 | 183, 323, 598, 892 877*, 394, 412, 465, 466, 748, 825, 829, 884 Gilbert v. Cooper Gilbert’s case Gilbertson v. Fergusson 3 . 911 Giles v. Cornfoot é . . 145 v. Hutt 425, 530 —— »v. Smith 247 v. The Taff Railway Co. 160%, aa Gill v. Continental Union Gas Co. ey Gill’s case . ‘ 742, 858 Gillan v. Morrison. Gillespie v. City of Glasgow Bank 801 In re 739 Gilman’s case 798 Ginger’s case. 79%, 80 Glaholme’s case . 3 ; 746 Glamorganshire Banking Co. Morgan (28 Ch. D. 620) Glanville’s case . 832, 837 Glassington v. Thwaites 319 Gleadow v. Hull Glass Co. 850 Gledhill’s case 18, 770 Gledstanes & Co.’s case - . 709, 739 Globe New Patent Iron, &c., Co. 629, 645* Glossop v. Keston Local Board 605 Gloucester, Aberystwith, &c., Rail. Co. . 723, 724 Maitland (4 De G. M. & G. 769) Glover v. Giles 4 111, 918 Goddard v. Hodges 46, 363 Goff v. Great Northern feey Co. ‘ “ . 160, 209 Gold Co. (11 Ch. D. 701) ‘640, 651*, 887 —— (12 Ch. D. 77) Gold Hill Mines 689, 690, 881, 967 624, 637, 648", 657 Goldsmid’s case (16 Beav. 262) « 215 G2, 845 Goldsmith, ex parte (14 Jur. 734) 639, 646* Gooch s case (7 Ch. 207) 692, 705 —— (8 Ch. 266) « S11, 828, 829 (W. N. 1872, p. 227) 820 Gooch v. London Banking Associa- tion : 732, 867, 886 Gooday v. Colchester Railway Co.” 220 Goodwin v. Francis ‘ - 241 v. Robarts . 67, 474, 740 Gordon’s case . . 758, 824 Gordon v. Pym . 272 —— v. Sea, Fire and Life Assur- ance Co... - 185, 226 Gore and Durant’s case 727, 780 Gorgier v. Morris - 606 Gorringe ». Irwell India- -Rubber, &Gi “Works 668, 669, 706, 720 Gorrissen’s case. i . 769 126, 335, 340, 940, 46 a * the Es . 221 | Government of Newfoundland v. AUTHORITIES REFERRED TO. PAGE 257, 288, 751, 812, 814, 817 92, 346, 847 Gouthwaite’s case . Gover’s case Newfoundland Railway Co. 276, 740 Government Security Fire Insur- ance Co. . : Mudford (14 Ch. D. 634) White (12 Ch. D. 511) — (10 Ch. D. 720) Gow v. Forster . : » 545 Gower’s case . 582, 845, 860 Grady’s case 52, 178, 313, 830, 840, 841, 844 Graham v. Birkenhead, &c., Rail- way Co. 583* —— vv. Connell . : - 462 v. Edge . ; 683, 707, 985 —— v. Van Diemen’s Land Co. . 308, 5382, 551, 552 Grain’s case O51, 260* Grand Junction Canal Co. v ‘Petty’ 163, 202 Grand Trunk Rail. Co. Apps (18 L. J. Ch. 409) v. Brodie . 705, 712, 863 Grant, ex parte s . 6501 —-— v. United Kingdom Switch- back Railway Co. 177, 178, 179 Gray’s case . 805, 806 Gray v. Chaplin . . 565, ‘582* v. Lewis. 200, 205, 372, 563, 570 v. Pearson. . . 270, 559 v. Raper. : : » 915 v. Seckham . é . . 728 Grayburn v. Clarkson . : . 547 Great Australian Gold Mining Co. Appleyard (18 Ch. D. 587) Great Berlin Steamboat Co. . 189, 722 Great Britain Mutual Life Assur- ance Society (20 Ch. D. 351) . 621, 635, 648*, 738, 1098 — (16 Ch. D. 246) . 634, 635, 663, 738, 752, 757 Great Cambrian Mining and Quarrying Co. Hawkins (2 K. & J. 253) Great Eastern and Western Rail- way Co., re ‘ 642 Great Luxembourg Railway Co. v. Magnay . 357, 360, 364 Great Munster Railway Co. Inderwick (3 De G. & Sm. 231) oe Northern and Midland Coal 0 Currie (8 De G. J. & S. 867) Great Northern Railway Co. v. Eastern Counties Bleed Co.. 892 v. Kennedy . 425, 530 v. Tahourdin . * 278, 618 Great North of England Railway Co. v. Biddulph . ‘ . 416, 419 Great North of England, ‘York- shire, &c,, Union Railway Co. Carrick’ (1 Simons, N. 8. 505) Great Oceanic Telegraph Co. Harward (13 Eq. 30) AUTHORITIES REFERRED TO. PAGE Great Ship Company Parry (4 De G. J. & S. 63) Great Western Extension Atmo- spheric Railway Co. Wryghte (2 De G. M. & G. 636) Great Western Forest of Dean Coal Consumers’ Co. (21 Ch. D. 769) 636, 652* Carter (31 Ch. D. 496) Great Western Railway Co. v. Blake ‘ . 200 v. Metropolitan Railway Co. 43 v. Rushout 818, 598, 601 Great Western Railway of Bengal 0. James (4 De G. & Sm. 183) Quilter (4 De G. & Sm. 183) Wolesey (3 De G. & Sm. 101) Great Western, Southern and Eastern Counties Railway Co. Holinsworth (3 De G. & Sm. 7) Great Wheal Busy Mining Co. King (6 Ch. 196) Green’s case (18 Eq. 428) . 793 Green, ex parte (1 Jur. N.S. aoe 698 — (12 Jur. 534) ‘i - 901 —— »v. Barrett . . 593 —— ». Britten » 543 — v. London General Omnibus Co. . F ‘ : . 209 ». Murray - 498 ». Nixon 282, 283, 295, 560 Greenhalgh v. Manchester and Birmingham Railway Co. 151 Greening & Co. Marsh (13 Eq. 288) Greenshield’s case 2 . 556, 608 Greenwood’s case (8 De G. M.& , G. 459) ‘ . 165, 246, 847 Greenwood, ea parte (9 Ch. Bll . | 667 (9 Jur. N. S. 997) 725 Gregg’s case . - 800 Gregory v. Patchett 3 322, 430, 579, 583, 584 —— v. Williams 589 Gresham Life Assurance Society « 377 Penney (8 Ch. 446) Grey’s Brewery Co. . 691 Grey's case. A 746 Griffin v. Beverley | 145 Griffith’s case : 260, 734 Griffith v. Paget . " 321, 433, 868, 895 Grimes v. Harrison 371*, 372 Grimwade, ex parte . 848 v. Mutual Society 861 Grisewood v. Blane 488 66, 133, 464, 468, 487, 619, 799 Grisewood’s case Grissell’s case (1 Ch. 528) 666, 672, 736, 742* Grissell, ex parte (3 Ch. D. 411) . 716, 865 », Bristowe . 501, 504*, 510 Groux’s Soap Co. v. Cooper . 127 Groves v. Groves é » . 140 XXVl PAGE Guardian Permanent Building Society 87, 189 Guest, cx parte 3 e 639, 651* v. Worcester Railway Co. 292, 395, 787 Guillemin, ex parte . : 667, 717 Guiness v. Harrison 920 Guinness v. Land Corporation of Ireland 119, 321, 334, 396, 432, 5y1, 597 Gunn’s case 14, 769 Gunn »v. London. and “Lancashire Fire Insurance Co. . 148, 149 Gumey v. Rawlins. . 248 Gustard’s case 16, 470, 762, 770 Guthrie, ex parte . 267 v. Fisk . ‘ ‘ ae oT — v. Walrond . 541 Gwyn, ex parte (1 Jur. N. 8. 300) 714, 715 HapersHon’s case (5 Eq. 287) 669, 3, 744 Hack v. London Building Society 921 Haddon v. Ayres Haford Lead Mining Co. Slater (35 Beav. 391) 201, 248, 522 Hagell v. Currie . 372, 675 Hague v. Dandeson ; . 456, 458 Haigh v. North Bierly Union 221, 265 Hakim’s case 825 Halford v. Cameron’s Coalbrooke, &c., Co. é 186, 225, 232 Halket v. The Merchant Traders’ Loan Association 246, 248, 250, 285 Hall’s case (5 Ch. 707) . 520, 532, 797, 839, 840, 845 —— (3 De G. & S. 80) ss . 749 (3 De G. & S. 214) 765, 766 Hall, ex parte (Mon. & Ch. 365). 550 (3 Deac. 405). 565 —— (1 Mac. & G. 315) . - 750 —— (1 Mac. & G. 307, and 3 De G.&Sm. 80). . 802 — (1 De G.M. &G.1) . 860 —., re William (2 Dr. & Sm. 284). . . 697 —— v. Bainbridge . 240, 270 —— v. Connell - d 440 v. Mayor of Swansea . 220 v. Old Talargoch, &e., Co. 674 Hall & Co., Limited (A. W.). 896, 787 Hallett v. Dowdall . Hallmark’s case . 246, 247, 248, 251 59, 376, 518, 769, 791, 795* Hallows v. Fernie 21, 69, 71, 568, 569, 593 Haly v. Barry . « 461 Hambro’ v. Hull, ke., Insurance Co. . : ; 162, 171, 201, 226 Hamer’s Devisee’s case . 812, 813, 814 Hamer v. Giles . . . 678 Hamilton v. Smith 144, 764 Hamilton’s case, Lord aah 300, "301, 790, 795* XXVill PAGE Hamilton’s Windsor Ironworks Pitman & Edwards (12 Ch. D. 707) Hamley’s case Hammersmith Town Hall Co. Hampden v. Walsh : . Hampson ». Price’s Patent Candle Co. . . . 818, 599 700 139 Hancock v. Hodgson 240, ‘248* Handley »v. Farmer . 920 Hanken v. Bourne . 192 Hankey, ex parte 710 Hannuic v. Goldner . . 498 Harben v. Phillips. 157, 175, 310, 567, 573, 599, 600 Harding, ex parte (3 ay 341) 729%, 731 Hardinge, ew parte (1 N. R. 40) . 859 v. Webster 259, 282, “ike ee 3 Hardy v. Fothergill 554, 719, 732, 816 v. csi etal Land, &e., Co. . : . 3872 Hare’s case. 26, 27, 53, 778, 775* Hare v. London and North- West- ern Railway Co. . 54, 60, 68, 108, 567, 571, 601 v. Waring . 64, 492 Harford v. Amicable, &e, , Asso. Co.. . 673 Hargrove, ex parte . 115, 135, 621, 622, 662, 722 Harman’s case ’260* Harmony and Montagu Tin and Copper Mining Co. Spargo (8 Ch. 407) Harris’s case (7 Ch. 587). 14, 16, 770 Harris, re (15 Ch. D. 561) . 451 v. Amery . A 114, 135, 450 v. North Devon Railway Co. 37 7, 520, 582, 600 v. The Royal British Bank . 282 Harrison’s vase (6 Ch. 286) . 768, 824, 825 (3 Ch. 688). 779 Harrison, ex parte (28 Ch. D. 363) 468, 538, 552 ——v. Brown - 564 - —v. Heathorn "132, 133* v. Mexican Railway Co. 822, 334, 344, t, 396, 408 . 565 —— v. Stewardson —-—v. Timmins 278, 279 v. Tysan . 286 Hart’s case 121, 128, 810, 828 Hart v. Clarke 95, 528, 529, 534%, 582 v. Frontino and Bolivia Mining Co. . . 54, 60, 63, 64, 484 Harte or Ribbons ; . 614 ‘Hartley’s case . 63, 123, 125, 842 Hartley v. Allen . » . 547 Hartridge, ex parte 601 Harvey v, Beckwith 566 ——v. Clough . . 95, 97, 127, 683 v. Collett a ‘ . 1389, 565 --~—v. Kay 64 —-— v. Scott . " 58, 60, 110, 283, 287, 288, 295 Harward’s case ‘ » 15, 761, 796* . 791, 793, 795 AUTHORITIES REFERRED TO. PAGE Harwood v. Law. » 285 Hassell +. Merchant Traders’ Loan and Insurance Association . 248, 250 Hastie’s case P 556, 815, 848 Hatcher, ex parte 42, 808, 809, 848 Hattersley v. Shelburne . 322, 598, 600, 601, 892 Hatton's case (8 Jur. N. 8. 380). 825, 826 — (10 W. R. 313) . . 864 Haven Gold Mining Co. 311, 638, 641, 645* Hawken v. Bourne . é . 159, 205 Hawkins’ case (2 K. & J. 253) 95, 761 (23 Ch. D. 452) . « SI Hawkins, ex parte (3 Ch. 787) 678, 694 v. Maltby . 498, 502, 505, 506, 510, 511 Hawtayne v. Bourne. » . 192 Hawthorn’s case (1 De G. & S. 571, and 1 Mac. & G. 49) 817, 818 (10 W. RB. 572) . ; . 840 Hay’s case 368, 786, al 798 Hay v. Willoughby . 2 5, 47 Hayes v. Stirling "35 Hayman v. Governor of f Rugby School is 303 Hayter v. Tucker 452, 453 Haytor Granite Co. . 731, 886 Head’s case 833, 834 Healey v. Chichester and Mid- hurst Railway Co. 281, 292, 294 —— v. Story. . 226, 232 Heathcote 2. North Staffordshire Railway Co. 3 824 Heaton’s Steel and Iron Co. Blyth (4 Ch. D. 140) Simson (9 Eq. 91) Hebb’s case 13, 14, 841 Heirs Hiddingh ( (The) ». De Vil- liers Denyssen. Heiron’s case . 690, 691, 692, 881, 967 Helbert 7. Banner (or Helbert’s case) 824, 846, 847, 850, 851, 856 Helby’s case . 2 316, 322, ’330* Hemming v. Maddick. 2 . 806 Henderson’s case. 759, 832, 841* Henderson v. The Australian Royal Mail Steam ee Co. . . . 222 —— v. Bank of Australasia "318, 599, 602 —— v. Gilchrist . 587, 812 ——-~ v. Lacon 76* — —v. Royal British Bank 58, 129, 284 v. Sanderson . 4 254 Hendriks v. Montagu . ‘ . 18 Henessy’s case 521, 802, 829 Henley & Co. 673, 717 Hennell v. Strong . . «548 Henry’s case (2 Ch. 431), a . 121 Henry v. Great Northern Railway Co. . 401, 571, 380, 597 Heraud ». Leaf j 148, 244 Hercules Insurance Co. (Ir. Hat, 6 Eq, 207). . AUTHORITIES REFERRED TO. PAGE Hercules Insurance Co. ae iM 321) ; 707 Brunton (19 Ey. 302) Lowe (9 Eq. 589) Pugh and Sharman (18 Eq. 566) ‘Hereford and Merthyr Tydvil, &c., Rail. Co. Maitland (3 Giff. 28) Hereford and South Wales Wag- gon, &c., Co. (17 Eq. 423) 659 — (2 Ch. D. 621) ; 722 Herefordshire Banking Co. . 725 Bulmer (33 Beav. 435) Heritage’s case (9 Eq. 5) 829 Heritage, re (Kay, App. 29) 706 v. Paine . . ~~. ~—«510, 821 Herman v. Jenchner 139 Hermann Loog, Limited 674 Herne Bay Pier Co. Burge (1 De G. & Sm. 588) ‘Herne Bay Waterworks Co. 625*, 648* Hesketh’s case . 842, 845, 856 Hespeler’s case : - . 788 Hester & Co., Limited , . 894 Heward v. Wheatley . 426, 587, 540 Hewitt’s case 792, 798, 795* Hewitt v. Price ‘ i . . 488 Heyford Ironworks Co. Forbes and Judd (5 Ch. 270) Pell (5 Ch. 11) Heymann v. European Central Railway Co. ; 2 > 76 Hibblewhite x. McMorine 472, 488 Hichens v. Congreve 346, 351*, 365, 561, 564, 566 Hickie & Co.'s case 727 Higgs’s case 46, 62, 122, 184, 208, 891, 896, 897 Higgs v. Northern Assam Tea Co. | 741 Higgins, cx parte . 714, 723 v. Hopkins . 145, 247 Hight, ex parte . 766 Hilayard y The South Sea Co. . 483 Hill’s case (9 Eq. 605) 189, 235, 385, 919 Janet (4 App. Ca. 562). 810, 835 —— (20 Eq. 585 and 595) . ‘538, 812 Hill v. Bridges . 721, 732 —— v, East and West India Docks Co. 553 v. London and County As- surance Society 670, 671 v. Manchester and Salford Waterworks Co. . 168%, 312 Hill Pottery Co. - 4 677 Hilton v. Eckersley 917 v. Giraud . 452 Hippisley’s case 53, 736, 775 Hire Purchase Co. v. Richens . ae Hirschel, ex parte (15 Jur. 942) . 766 Hirtzel, ex parte @ DeG. F. & J. 653). és » . 616 Hitchcock’s case. . 862 Hitchins v. Kilkenny Railway Co. 146, 291, 292, 294 Hoare’s case (80 Beav. 225) . . 383* xxix PAGE Hoare’s case (2 J. & H. 229) 802 (10 W. R. 381). 864 Hobbs v. Wayet 539, 589, 805 Hodge, re a 5 . . 262 Hodge’ s Distillery Co. Maude (6 Ch. 51) Hodgkinson v. Kelly . 491, 493, ee —-— v. National Life Stock Insur- ance Co. . 322, 328, 520, 578, 577, 596 Hodgson v. Powis . . 571, 598 Hodsell, cx parte A . 627 Hodson v. Tea Sone 197, 675, a Holden’s case . Holdich’s case 738 Holdsworth v. Davenport . 451 Hole’s case. 765*, 862 Holgate v. Shutt 594, 921 Holinsworth, ex parte (3 De G. & S. 7) : é 623, 626, 627, 646* Holland v. Dickson 314, 333, 440, 567, 599, 604 Hollinsworth’s case bo De G. & 8. 102) : . 694 Hollwey’s case . 522, 841 er a Copper Mining Co (5 h. 98) zi - 697 aa L. R. 3 Eq. 208) . 853, 869 (Ir. Rep. 1 Eq. 39). » . 783 Holmes’ case (2 De G. M. & G. 113) 594, 818, 823, 830*, 861 Holmes’s, Pritchard’s, and Adam’s cases (2 Ch. 714) 774 Holmes v. Binney - 268 v. Higgins 143, 363,'606 —— Vv. ene &e., Abattoir Co. - 821, 4382 —— v. Symons . 505, 511, 554, 556 Holroyd, ex parte . ‘ 698, 849 Holt’s case (22 Beav. 48) 82%, 156, 206 (1 Sim. N. S. 389) . 518, 838, 862 Home Assurance Association . 636, 645*, 659, 661 Richards’case (L. R. 6 C. P. 591) Home Investment Society . 861, 865 Homer District Consolidated Gold Mines Smith (39 Ch. D. 546) Homersham ». Wolverhampton Waterworks Co.. 221, 225, 227, 235 Hone v. O’Flahertie 282 Hoole v. Great Western Railway Co. . 396, 431, 432, 486, 563, 571, 578, 574, 580, 597 Hop and Malt Exchange Co. 650*, 659 Hope v. Croydon, &c., Trams Co. 279 v. International Financial Society 822, 334, 402, 450, 526, 528, 530, 571, 599, 840 Hope Mutual Life Assurance Co. 638, 648* lead case (4 De G. J. & Sm. : 698, 747 Figgictasl trust (18 Eq. 696) 545 Hopkinson v. Marquis of Exeter 528 Xxx PAGE Hopkinson’s and Underwood’s cases ‘ 148, 850 Horbury Bridge Coal, ke., Co. 308, 311 Horn v. ae ke., Railway Co. . . 560 Hornby v. Close 917 Horne and Hellard, in re . 197 Horsey’s case (2 Eq. 167) . 822, 830* Horsey’s claim (5 Eq. 562). 202, 732 Horsley v. Bell . 247, 254 Hort’s case 251, ’260* Houldsworth ». ‘City, of Glasgow Bank 74, 216, 217, 736, 754* — v, Evans 179, 312, 520, 522, 528, 838, 848 Houriet v. Morris p 37 Household Fire Insurance Co. ». Grant. 14 Howard’s case wa Ch. 561) . 17, 156, 771, 781* Howard and Dollman’s case (1 Hem. & M. 433) 723 Howard v. Patent Ivory Manu- facturing Co. . 147, 176, 177*, 192, 193,197 v. Shaw : - . 284 Howbeach Coal Co. ». Teague 157, 158, 300, 305, 309, 319, 336, 409, 411 Hoylake Railway Co. Littledale (9 Ch. 257) Hubbersty v. Manchester, Shef- field, &c., Railway Co. . 458, 466 Huckle v. Wilson ‘ - » 916 Huddleston v. Gouldsbury . 450, 541 Hudson’s case (2 De G. & J. 275) 83 —=(12Eg.1). «© . « 821 Hudson v. Revett . 472 Hue, ex parte. . 861 Hughes’ s case (1 De G. & Sm. 1. 606) 710 (15 W.R. 476)... 841 claim (13 Eq. 623) 725, 728 Hughes, ea parte (4 Ch. D. 34,n.) 725 v. Thorpe . 137, 561, 565 Hughes-Hallett v. Indian Mam- moth Gold Mining Co. . 589, 805 Hulett’s case - 180, 224, 741 Hull, Barnsley, &e., Railway Co. 195, 279 — Central Drapery Co. 676, 859 —— and County Bank . 659 —— Flax Co. v. Wellesley 53, 263, 407, 421, 884 —— Forge Co. 698 and London Fire and Life Insurance Co. Gibson (2 De G. & J. 275) Hudson (2 De G. & J. 275) Kemp (2 De G. & J. 275) Humber Iron Works, &c., Co. (2 Kq. 15) 658, 659, 660 —— (8 Eq. 122). . a8 Warrant Finance Co. (5 Ch. 88 — (4 Ch. 643) - William’s case (1 Ch. D, 576) AUTHORITIES REFERRED TO. PAGE 423, 472, 498, Humble v. Langston 495, 506, 510 —— v. Mitchell . 458 Humby’s case. 47, 831 Hunt’s case (82 Beav. 387) . 518, 584, 822, 838 —— (1 Hem. & M. 79) 782, 734 Hunt v. Gunn 3 ao 490 —v. Hibbs . 173 ——— vy, Wimbledon Local Board. 223 Hunter’s case (1 Sim. N. 8.485). 851, 861, 866. Hunter, ve (L. R. 8 C. P. 24) 715 — v. Stewart ‘ » . 584, 913. se ae s case (1 De G. & S. 63) 746. Hutchinson, re (16 Q. "B.D. 618) 461 —— v. Harding 670 —— v. Surrey, Gas Co. 148 Hutt v. Giles. ‘ . 411 Hutton v. Scarborough Cliff Co. . 322, 334, 343, 396, 405, 597 —— v. Thompson 144, 764, 766 » Upftill . : . 16, 764 —2. West Cork Railway Co. 318, 366, 389, 599 800, 825*, 826* 95, 270, 559 Hyam’s case Hybart v. Parker Iszorson v. Elam ; 544 I. H., ve (Ir. Rep. 3 Eq. 245) 555. Iifracombe Railway Co. v. Devon and Somerset Railway Co. 291,. 292 —— v. Lord Poltimore . 291 Imperial Bank of Chinaand Japan 640, 642, 651*, 653*, 887, 897 — Bank of China, &e. v.. Bank of Hindustan 176, 208, 264, 307, 891, 894, 895 —— Continental Water Corpora- tion . 689, 691, 692. —— Guardian Life | Assurance Society zo — Hydropathic “Hotel Co. v. Hampson 802, 344, 573, 600° — Land Co. of Marseilles 7 Colborne and Strawbridge (11 Eq. 478) Harris (7 Ch. 587) Jeaffreson (11 Eq. 109) Larking (4 Ch. D. 566) National Bank (10 Eq. 298) Townsend (13 Eq. 148) Vining (6 Ch. 96) Wall (15 Eq. 18) —— Mercantile Credit Association (12 Eq. 504) 712, 883, 889,. 894, 896, 897, 898. (5 Eq. 264) - 5 693- (W. N. 1866, 257) 652* . 643, 659: Chapman and Barkers (3 Eq. 361) Clements (13 Eq. 178 n.) AUTHORITIES RHFERRED TO. PAGE Imperial Mercantile Credit Assoc.—cont. Coleman (1 De G. J. &- Sm. 495) Curtis (6 Eq. 455) Doyle (2 H. & J. 221) Marino (2 Ch. 596) Payne (9 Eq. 223) Richardson (19 Eq. 588) —». Coleman . 367, 369*, 378, 389 —— Rubber Co. Bush (9 Ch. 554) —— Salt and Alkali Co. Slatter’s executors (5 De G. & Sm. 34 & 1D. G. M. 64) —— Wine Co. Shirreff (14 Eq. 417) Tags Hall Rolling Mills Co. . . 334, 396, 401, 787 v. Douglas Forge Co. . - 739 Inchbald v. Western Selsey Coffee Co. : . 729, 883 Ind’s case 50, 401 Independent Assurance Co. Bird (1 Simons, N. 8. 47) ne (1 Simons, N. S. 54) Holt (1 Simons, N. S. 389) Terrell (2 Simons, N. 8. 126) Inderwick v. Snell . 302, 577, 579, ns ex parte . . India and Australia Mail Steam Packet Co. 670 Maudslay and Field (17 Simons, 157) India and London Life Assurance Co. . 3 : » 261 Indian Zoedone Co. . 309, 810, 341, 878, 879 Ingate v. Lloyd Austriaco . 264 Inglis v. Great Northern Railway Co. . 106, 313, 425, 530 Inman v. Clare 727 Inns of Court Hotel Co. . 192, 669, 874, 877 International Contract Co. . 702 Hughes (13 Eq. 623) Ind (7 Ch. 485) here (8 Ch. 86 & 5 Ch. 89) Pickering (6 Ch. 525) International Life Assurance Society (9 Eq. 316) . 7 . 260% —— (2 Ch. D.) 737 Blood (9 Eq. 316) Gibbs and West (10 Eq. 312) Mclver (5 Ch. 424) International Marine drop Co. a , 470, 682 — 4. Hawes 3 . 848 International Pulp and Paper Co. 674, 962 Knowles (6 Ch. D. 556) Inventors’ Association . 638, 652, 657 Ipswich, Norwich and Yarmouth Railway Co. Barnet (1 De G. & Sm, 744) XXXi1 PAGE Ireland (Bank of) v. Trustees of Evans’ Charities . Trish Lands Improvement Society Fry (1 Dr. & Sm. 318) Irish Peat Co. v. Phillips 224 45, 50, 59, 105, 108, 421 Trish West Coast Railway Co. Carmichael (17 Simons, i Tron Shipbuilding Co. . 62. Tron Ship Coating Co. v. Blunt . a 383 Irrigation Co. of France . 632, 642, 651 Fox (6 Ch. 176) Irvine v. Union Bank of Australia 165, 168, 171, 176, 177, 178, 179*, 191, 197, 312 Irving v. Houstoun . : . 545 Isle of Wight Ferry Co. . 618, 636, 645* Isle of Wight Railway Co. v. Tahourdin . 302, 304, 305, 306, 327, 332, 578, 599, 602 Ives, re : . 451, 467, 469. JACKSON v. Cocker 66, 473, 499- —— v. Munster Bank 804, 377, 578, 599: —— v. North Wales Railway Co. 222 —-— v. Petrie : 848- —— v. Turquand 16, 770, 824 Jacques v. Chambers. 544 James, ex parte (8 Eq. 225). . 738 —— (1Sim. N.S. 140) . 623, 649* v. Eve . 299, 482 v. May 804, 805, 879 Jarrett v. Kennedy . 34 Jeaffreson, cx parte 786, 861 Jefferys v. Gurr 46, 220, 464 v. Smith 608 Jegon, ex parte 436 Jenkins v. Hutchinson : 241 Jenkinson v. Brandley pee Co. 198 Jenner v. Morris * 236: Jenner’s case. 793, 795 Jennings, re (1 Ir. Ch. 236 & 654) re 55 —— v. Baddeley , . 897 v. Broughton : 19, 72, 77* —— v. Hammond . 115, 135, 141 Jervis v. Lawrence 451 J ag S case . 522, $30, 841 Job, 847 Tahason, ex parte (27 L.J.Ch. 803) 388- ——(1 Jur. N.S. 913) . - 693 — v. Goslett : . 80, 81 —— v. Lyttle’s Iron Agency Co. 581, 532, 597 Johnston’s claim 209, 716: Johnston v. Renton . 483, 486, 487 Joint Stock Coal Co. . 638, 634, 648, 650 Joint Stock Discount Co. Fyfe (4 Ch. 768) Hill (4 Ch. 769 n.) Loder (6 Eq. 491) Nation (8 Eq. 77) Reid (24 Beav. 318) XXXii PAGE Joint Stock Discount Co.—cont. Shepherd (2 Eq. 564) (2 Ch. 16) Shipman (5 Eq. 219) Sichell (3 Ch. 119) Warrant Finance Co. (10 Eq. 113 & 5 Ch. 86) ——v.Brown . 318, 371, 875, 376, 450 Joint Stock Discount Co.’s claim (7 Ch. 646) . 728, 724 Jones’ case (6 Ch. 48) . ee) Jones, ex parte (27 L. J. Ch. 666) 801 -— v. Charlemont . 610, 901 —-— »v. Garcia del Rio . 568 —— v. Harrison . 383% ——v. Ogle . ‘ 10, 547 —— v, Rose A . 569 —— v. Scottish ‘Accident Insur- ance Co. 38, 911, 912 —— v. Victoria Graving Dock . 228 —— v. Williams . 721 ——v. Yates. ; 713 Jopp’s case. 7 F . 849 Josephs v, Pebrer . 131%, 132%, 140, 487, 516 Joy v. Campbell. : . 551 Jury v. Stoker . 88, 92 KARUTH’s case . 792, 793*, 794 Kay v. Johnson ; . 248 Kearns v. Leaf 166, 184, 249, 598, 892 Keasley v. Codd : - . 245 Keene’s executors’ case . 9315, 316, 542, 758, 812, 831, 862, 893 Kelk’s case 528, 530, 800, 819, 843 Kellock’s case 685, 716, 720 Kellock v, Enthoven 493, 506, 510, 710, 821 Kelly's executors, ex parte . . 748 Kelner v. Baxter . . 149, 248 Kelsall v. Marshall 101, 266, 910, 913 v. Tyler . : » . 916 ‘Kemp’s case ‘ 83 Kempson v. Saunders ; 131, 141, 494* 512 Kendall v. King . . _ » 279 Kennedy, ex parte . ‘ 831 —— v. Panama, &c. Mail Co. ‘76, 590 Kensington Station Act 147, 247, 904 Kent's case 428, 668, 785 Kent v. Freehold Land, &e., Co. . 73, 590, 776, 77 29, 317, 518, 577 579, 582, 594, 600 Kent Benefit Building Society - 189, v. Jackson 386*, 920 Kent Tramways Co. . ; . 147 Kentish Royal Hotel Co. . 657 Ker’s case (4 App. Ca. 549, 598). 758, 802, 806 Kernaghan v. Williams 821, 598 Kerridge v. Hesso S r 145 Kerr’s case (9 Eq. 706) . So ge POD Keynsham Blue Lias Co. 678, 674 | —— v. Barker . 38, 911 AUTHORITIES REFERRED TO. PAGE Khlut’s case . . - 42, 808, 862 ee aa (Mayor of) v. Hard- 221, 224 24, 107, 410 ick ; Widwrelley Canal Co. v. Raby . Kilkenny, &c., pee Co. v. Fielden . ! » 263 Kimber v. Barber ‘ - 860 Kincaid’s case (11 Eq. 192) * 301, 327, 757, 791 (2 Ch, 412) . 26, 28 Kinder v. Taylor . ‘i sie BD King’s case (6 Ch. 196) 802, 808, 827, 843 King, ex parte (8 Ch. 10) . . 556 v. Accumulative Ass. Co. . 247, 248, 249 v. Marshall ‘ . 192 v. Parental Endowment Co. 291 Kingchurch v. People’s Garden Co. Kingsbridge Flour Mill ». ” Ply- mouth Grinding and Banking Co. . 154, 206 King’s Cross Industrial Dwellings Co. : - 638, 645*, 652* Kingston’ $ case (Duchess of) «283 Kintrea, ex parte 123, 124, 466, 685, 827 : . 517, 525 v. Todd 54, 104, 298, 301, 517, 520, 525, 797 Kirk v. Bell . 156, 157*, 174, 200, 409 v. Bromley Union 222, 227 Kirkstall Brewery Co. . » . 408 Kisch v. Central Railway Co. of Venezuela ‘ 29, 72*, 74 Kit Hill Tunnel ‘ 713, "720, "723 Williams (16 Ch. D. 390) Kiveton Coal Co., ex parte . 698 Phillips (7 Ch. 730) Knight’s case 8138, 533, 822, 848 Kipling v, Allan Knight v. Barber 453, 469, 490 » Knight. .. BAI* Knowledge (The Society ‘of Prac- tical) v. Abbott . a 98 Knox’s and Nugent’s case . . 791 Kollman’s Railway Locomotive and Car- riage Improvement Co. Beresford (2 M. & G. 197, and 3 De G. & Sm. 175) Ellis (3 De G. & Sm. 172) Kuper’s Assignees (3 De G. & Sm. 113) La Banque Jacques Cartier ». La Banque de Montreal . (177, 180 Labouchere v. Earl of Wharncliffe 303, 528, 577 Lacey v. Hill. 205, "5u4* Lacharme v, Quartz Rock Mining Co. . 279, 595 Ladywell Mining Co. v. Brooke . 358" Laing v. Reed . 189, 919 Laird v. Birkenhead Railway Co. 228 Lake v. Argyll : . 145, 149 AUTHORITIES REFERRED TO. PAGE Lama Italian Coal Co. 698 Miller (2 Ch. 692) La Mancha Irrigation and Land Co. Lord Claud Hamilton ‘8 Ch. a Lambert v. Rendle Lambton, ex parte . 727 Lamert v. Heath 512 Lamond v. Davall . . + 497 Lamprell v. Billericay Union 221, 227 Lancashire Brick and Tile Co. 626 Lancashire and Carlisle Railway Co. v. North-Western Railway Co. $ i i q - 3824 Lancashire Co-operative Building Co. : : ‘ » « 616 Lancashire Cotton Spinning Co. . 680 Lancaster, &c., Railway Co. v. Heaton . . 173 Lancaster’s case (14 Eq. 72) : 733 Lancaster, ex parte (5 Ch. D. 911) 310 Land Credit Co. of Ireland © McEwen (6 Ch. 582) Munster (1 W. N. 252) Overend, Gurney & Co, (4 Ch. 460) Trower v. Lawson (14 Eq. 8) Weikersheim (8 Ch. 831) Land Credit Co. v. Lord Fermoy 371, 375, 376 Land Credit (General Co. for Pro- moting) . - 116, 135 Land Development Association Kent (37 Ch. D. 508) —— (39 Ch. D. 259) Landman v. Entwistle 247 Landore Siemens Steel Co. 675 Landowners’ Inclosure Co. v. Ash- ford 168, 175, 189, 191, 193 Lane’s case (1 De G. & Sm. 504) 52, 178, 301, 313, 328, 389, 517, 822, 840 Lane, re (14 Ch. D. 856). . 541 vy. Smith - 194 Langham Skating Rink Co. " 680, 633, 634*, 643, 649%, 654, 700 Langham’s trusts ; 452 Langley Mill Steel, &e., Co. . 637, 648 Lankester’s case . 829, 840 95, 97, 127, 263, 293, 683*, 819 Larking, ex parte Q . 723 Larne, Belfast, &c., Railway Co. (14 Jur. 996) P 646*, 653 Baker (3 De G. “& Sm. a Latta, ex parte . ‘ Law v. London Indisputable Life Policy Co. : . 249, 251, 412 Lawe’s case 307, 316, 518, 838, 860 Lawless ». Anglo Egyptian, &e., Lanyon v. Smith 627, 646 Co. , F 5 ‘ « 209 Lawrence’s case . . 26, 28, 771 Lawrence v. Knowles 498, 551 —— v. Lawrence ‘ . 547 v. Wynn. 416, 427, ae Lawson v. Sean of London . Lawton, ex parte 561, 627, 641, ea7® v. Hickman 453, 488 Lee v. Bude, &c. Railway Co. 292 XXXIL PAGE Lee v. Haley . - . 1s v, Neufchatel Asphalte Co.. 431, 600 ——v. Nuttall. ‘ . 720, 721 v. Sangster . 718 Lee and Chapman's case (30 Ch. D. 216) : Lee and Moor’s case (5 Eq. 368) . Leeds Banking Co... Addinell a Eq. 225) Barrett (2 Dr. & Sm. 415) Clarke (1 W. N. 254) Dobson (1 Ch. 231) Fearnside and Dean (ib. ) Howard (1 Ch. 561) Mallorie (2 Ch. 181) Matthewman (3 Eq. 781) Leeds Estate Building Society v. Shepherd 321, 371, 374*, 375, 376, 888, 4382, 433, 444 Leeds and Thirsk Railway Co. ». Fearnley . - 39, 422 Leeke’s case ‘15, 395, 786, 789, 796* Le Feuvre v. Miller . 173 Lefroy v. Gore. 145 Leggott v. Western : - 462 Leicester Club and County Race Course Co. Cannon (30 Ch. D, 629) Leicestershire peaking: Co. . - 861 Leifchild’s case 206, 783 Leishman v. Cochrane 46, 759 Leominster Canal So. v. Shrews- bury and Hereford Railway Co. 151, 739 768 418, 693, 697 223, 227 Le Tailleur v. The South Eastern Railway Co. . : . 911 Lethbridge v, Adams 249, 250, 251, 373, 854 Letterkenny ea Co. 905 Levi v. Ayers 553 Levick, re . 678 Levita’s case ‘ : 14, 796 Levy v. Abercorri’s Slate Co. 196, 198 Lewis v. Baldwin . 37, 909 v. Billing 560 v. Carr . ; é oe, 029 v. Nicholson 2 2 . 241 ——, re (6 Ch. 818) . 457, 458 Lhoneux, Limon & Co. v. Hong Kong Banking Co. . 265, 909 Licensed Victuallers’ Mutual Trad- ing Association . . 761 Life Assurance Co. of England 675, 674 Blake (84 Beav. 639) Thompson (4 De G. J. & Sm. 749) Limehouse Works Co. Coate (17 Eq. 169) Limerick, &c., Rail. Co. v. Fraser 263 Limpus v. London General Omni- bus Co. 209 Lindsey v. Great Northern Rail- way Co. . : 151, 228, 258 Lindus v. Melrose 186, 233, ‘o34", 240 Linford v. Provincial Horse and Cattle Insurance Co. . s = 6 Linley v. Taylor . 452 XXXIV PAGE Linton v, Blakeney adorn Society . . 268, 915 Lintott, ex parte . j . 847 Lion Insurance Association v. Tucker . ® ; 858, 855 Lisbon Steam Tramways Co. . 691 Litchfield’s case . . 828 467, 758, 756, 824 66, 627, 640, 800 Littledale, ex parte Littlehampton Steam Ship Co. Ellis (3 De G. & S. 172) Ormerod (5 Eq. 110) Liverpool Borough Bank Duranty (26° Beav. 268) v. Mellor «. . 617 ». Turner (2 De GF. & J. 502) Liverpool Civil Service Association Greenwood (9 Ch. 511) Liverpool Loan Co. Bullen (7 Ch. 732) Liverpool and Manchester Saw-Mills and Timber Joint-Stock Co. Ashburner (13 Jur. 691) Holt (3 De G. & Sm. 99) Liverpool Marine Assurance Co. Greenshield (5 De G. & Sm. 599) Llanfyrnach Silver Lead saan Co. ‘i - 889 Llangennoch Coal Co. 22, 668 Llanharry Hematite Iron Ore Co. Roney’s case (4 De G. J. & Sm. 426) Stock’s case (4 De G. J. & Sm. 426) Tothill (1 Ch. 85) Lloyd, ex parte . 148, 722, 860 ; . A491 v. Crispe . v. Dimmack . s » . 589 v. Lloyd . 675 Lloyd Generale Italiano 622, 652, 912 Llynir Coal and Iron Co, Hide (7 Ch. 28) Lock v. Venables . 545 Lofthouse’s case "94, 256, 524, 840 Logan, ex parte. : . 31 v. Courtown 598, 599, 601 Londesborough’s case, Lord 244, 849, 851, 860 London Armoury Co. . : - 626 London Assurance Co. v. London and Westminster Insurance Cor- poration. 113 London Bank of Scotland, ex r parte (12 Eq. 268) . ‘ 763 —— (W. N. 1867, 114) . 849, 884 Houten and Birmingham Alkali 624, 638 enon “and” Birmingham, &e. Bank . : . 124, 458 Wright (12 Eq. 331) London and Birmingham Railway Co. v. Winter. 223 London, Birmingham, and Bucks Railway Curzon (3 Dr. 509) AUTHORITIES REFERRED TO. PAGE London and Birmingham Exten- sion and Northampton, &c. Railway Co. Carpenter’s Executors (5 De G. & Sm. 402) Gay (5 De G. & Sm. 122) (1 De G. M. & G. 347) Higgins (2 Jur. N. 8. 178) Hopkinson and Underwood (7 De G. M. & G. 193) Prichard (5 De G. M. & G. 484) Weiss (5 De G. & Sm. 402) London and Bombay Bank (18 Ch. D. 581) 41, 803, 808*, 811 — (1Ch. 525) . . 701, 702 Cama (9 Ch. 686) London and Brighton Railway Co. v. Fairclough 59, 106, 313, 423, 530, 532, 533, 534 v. London and South-West- em Railway Co. . : - . 202 London, Brighton, and South Coast Railway Co. v. Goodwin. 258, 900 London, Bristol, and South Wales Railway Co.. Capper (8 De G. & Sm. 1) London and Caledonian Marine Insurance 684, 870, 882, 885 London Celluloid Co. . 787, 789 London, Chatham and Dover Rail- way Co. v. South-Eastern Rail- way Co. 184 London and Colonial Co. Clark (7 Eq. 550) Horsey (5 Eq. 561) London and Continental Assurance Society v. Redgrave . 28, 25, 411 London Conveyance Co. Wise (1 Dr. 465) London Cotton Co. ‘ 676 London and County Assurance Co. Jessopp (2 De G. & J. 638) Jones (27 L. J. Ch. 666) Wood and Brown (9 W. R 366 and 10 7b. 662) London and County Bank Co. v. London and River Plate Bank 474, 476, 477, 483 London and County Coal Co. 632, 641, 646 London and County General Agency Association Hare (4 Ch. 503) London and Devon Biscuit Co. . 677 London Dock Co. v. Sinnott 165, 220, 223 London and Dublin, &. Railway Co. 656 London and Eastern Banking Cor- poration Longworth’s Executors (Johns. 461 —— No. 2 (Johns. 465) London and Eastern ae Cor- poration . 7 613 AUTHORITIES REFERRED TO. PAGE London and Exeter Rail. Co. Holinsworth (3 De G. & Sm. 7) Parbury (3 ib. 43) London and Financial Association vo. Kelk 163, 177, 179, 200, 364, 378 London Founders’ Association v. Clarke . 467, 491, 507 London and Grand J unction Rail- way Co. v. Freeman . 88, 106 ». Graham 49, 51, 58, 108, 421 London, Hamburg, &c. Exchange Bank Emmerson (2 Eq. 236) Evans (2 Ch. 427) Preston (2 W. N. 10) Ward and Henry (2 Ch. 431) Zulueta (9 Eq. 270) —(5Ch. 444) London India Rubber Co. ie Eq. 519) 3 . 868 (1 Ch. 329) : : 3 te 806 London and Manchester Indepen- dent Railway Co. Barber (1 M. & G. 176) —— (1 DeG. & Sm. 726) Bass (1 De G. & Sm. 722) Pocock (ib. 731) London and Manchester Industrial Association : 700 London Marine Insurance Associ- ation 621, 662, 722, 849 Andrews & Alexander (8 Eq. 176) Chatt (8 Eq. 176) Cook (8 Eq. 176) Crew (8 Eq. 176) Smith (4 Ch. 611) London and Mediterranean Bank Agra and Masterman’s Bank (6 Ch. 206) Bolognesi (5 Ch. 567) Wright (7 Ch. 55) —— (12 Eq. 331) London Mercantile Discount Co. _—640, 651 London Monetary Co. v. Smith . 114 London, Newbury, & Bath Direct Rail. Co. Cookson (15 Jur. 615) London and Northern Insurance Corporation Stace & Worth (4 Ch. 682) London and North-Western Rail- way Co. v. McMichael . Ea 39 v. Price. : . 163, 165 London and Paris Banking Corpo- ration . 637, 648* London and Provincial Consoli- dated Coal Co. . 520, 797, 839 London and Provincial Law ‘Assur- ance Society v. London and Pro- vincial Joint-Stock Life . . 1138 London and Provincial Provident Society v. Ashton . 5 114 London and Provincial Starch Co. Gower (6 Eq. 77). London and Freund Telegraph Co. . ‘ 7 124, 551, 552 XKXV PAGE London Quays, &., Co. 702, 888, 889 London and Scottish Bank Logan (9 Eq. 149) London and Southern Counties, &ec., Land Co. 157, 158, 223, 300, 319, 409 London and South Essex Railway Co. Murrell (3 De G. & Sm. 4) London and Staffordshire Fire In- surance Co., Inre . 28, 999 London Suburban Bank (6 Ch. 641) . 634, 650 —— (15 Eq. 274) . . 832 (19 W. R. 950) . 676* London Tramway Co. . » . 483 London and Westminster Insurance Co. Phillips (3 De G. & Sm. 2) London and Westminster Wine Co. i 655, 657 London and Yorkshire Bank v. Cooper 692, 870, 970 London Wharfing a and Warehous- ing Co. s . . 637, 648 Long v. Kent - . 541 Longdendale Cotton Spinning Co. 675 Longworth’s case (7 W. R. 483). 84 Longworth’s executors’ case (1 De G. F. & J. 17, 31) 141, 142, 312, 612, 849 Looker v. Wrigley . 189, 191, 196, 919 Lord, ve é - 883 v. Copper Miners’ Co. " 208, 317, 579, 601 Loring v. Davis 489, 493, 504, 505, 511 Los’ case ' 62, 122, 896 Lovell ». Andrew . : . 573 ——v. Hicks. , : - 218 Lowe’s case . 834, 835 Lowe v. London and North West- ern Railway Co. 220, 227 Lowenthal, ex parte . ‘ - 269 Lowestoft, "Yarmouth, &c., Tram- ways Co, - 102, 904 Lowndes, ex parte : 852, 858 — vv. The Garnett and Moseley Mining Co. . 383*, 886 Luard’s case 41, 42, 685, 752, 807, 808, 809 Lucas v. Beach F . 148, 606 Luckombe v. Ashton . : . 246 Lucy’s case 710, 860 Ludlow (Mayor of) ». Charlton 185, 221 Lund’s case. : ‘ 800, 825 Lund ». Blanshard 272, 568, 573 Lumsden v. Buchanan : - 801 Lumsden’s case 39, 810, 829 Lundy Granite Co. . 679, 680 Heaven (6 Ch. 462) Lyde v. Eastern Bengal Railway Co. 3 ss : 321, 571, 598 Lydney, &c., Co. v. Bird . 347, 349, 356*, 357, 66] 29, 410, 411, 761, 771, 773 . 437, 610 157, "256, 532, 533, 843 Lyon’s case. Lyon v. Haynes . Lyster’s case . XXXVi PAGE McArvuzy v. Irish Iodine Co. . 220 Macbride v. Lindsay . 99, 593 Maccallum v. Turton. ~ « 496 McCollin v. Gilpin 240, 243, 247 McCreight v. Stevens . 422, 590 M ‘Devitt v. Connolly 508, 511 Macdougall 7. Gardiner . 311, 570, 573", 578, 581, 600 v. Jersey Hotel Co. 321, 410, 411, 432, 597, 599 MacDowell’s case 73 o* McDowell v. Davis. c . 706 v. Doyle . . 267, 706 McEwan v. yng bell 5 3 . 145 McEwen’s case @ F . 556, 815 McEwen v. London and Bombay and Mediterranean Bank . 675 vy. West London Wharves, &c., Co. 44, 104, 801, 824 ». Woods . , 512, 513 Macfarlane’s claim . 718, 716, 721, 732 McGowan & Co. v. Dyer. - 209 McGregor v. Doverand Deal Rail- way Co. ‘ : . 186, 244 v. Keiley . . _ . 670 McIntyre v. Belcher . 247, 249 ». Connell 2,9, 109, 462*, 463 ». Miller. » 269 MclIver’s claim 249, 717, 782, 738, 747, 864 MacKay’s case . 367, 694, 695, 696, 787, 790 Mackay v. Commercial Bank 216, 217* McKenna v. Rolt « 270 Mackenzie, ex parte . 740, 749, 748, 848 —— v, Sligo and Shannon Rail- way Co. 279, 670, 671, 901, 909 Mackereth 7. Glasgow and 8. W. Railway Co. . ‘* » 909 Mackley’s case ‘i ea 197: McKewan’s case . . 783, 855 Mackrell v. Glasgow & 8. W. Rail. Co. . - 909 Maclae v. Sutherland 185, 190, 234* Maclaren v. Stainton 430, 546*, 909, 911, 912 Maclean v. Dunn ‘ » 228 Maclure, ex parte . ‘ - . 731 MacMahon v. Upton . 561, 564 McNeill’s case : a . 123, 777 Maddick v. Marshall . 144, 145 Madras Irrigation and Canal Co. (16 Ch. D. 702) . » . 675 (23 Ch. D. 248) =. «662, 698 Madrid Bank Wilkinson (2 Ch. 537) v. Bayley ‘ 695, 708 v. Pelly : 367, 865 Madrid and aleiiei Railway Co. Chadwick (15 Jur. 597) James (3 De G. & Sm. 127) (2 M. & G. 169) Quilter (5 De G. & Sm. 276) Turner (2 M. & G. 169) (8 De G. & Sm. 127) Magdalena Steam Navigation Co. 180, 237 912 AUTHORITIES REFERRED TO. PAGE. Magdalena Steam ie a Co. v. Martin ; . | 86, 757 Magnus, ex parte . . - 4718 Maguire’s case. : 312, 758, 824 Mahony v. East Holyford Mining Co. . 7 157, 158, 160, 167, 196 Mainwaring’s case 16, 778, 861 Mair v. Himalaya Tea Co. . » 601 Maitland’s case (4 De G. Mac. & G. 769) 5 35, 145 (8 Giff. 28) ; : - 766 Malachy v. Soper . : - . 454 Malaga Lead Firmstone (20 Eq. sig Mallock v. Jenkins. 920 Mallorie’s case a A a 770, 814 Malone, ea: parte . 815 Manchester Bank Mellor (12 Ch. D. 917) Manchester Economic Building Society 662, 663, 698 Manchester and Liverpool District Banking Co. Littler as Eq. 249) Manchester and London Life Ass. 260* 657, 734 Manchester and Milford Railway Co. . “ ‘ ; : » 279 Mangles v. Grand Coll. Dock Co. 412 Manisty v. Churchill. ae MAE Mann’s case . : 128, 810, 828 Mansfield’s case . 761 *, Wi, 851, 860 Mant v. Smith . i . 606 March v. A. G. 3 - . 452 Mare v. Charles . ‘ . 232* v. Malachy . . 593 Maria Anna, &c., Coal and Coke Co. Hill (20 Eq. 585) McKewan (6 Ch. D. 447) Maxwell (20 Eq. a) Marine Estates Co. - . 263 Marine Investment Co. Poole’s Executors (8 Ch. 702) Marine Mansions Co. 197, 707, 865 Marino’s case . ‘ . 121, 836 Markham v. Markham fs . 570 Markwell’s case . 765*, 862 Marlborough Club Co. (1 Eq. 216) 658, 659 (5 Eq. 365) 3 694, 783 Marlow ». Pitfield , 5 . 236 Marnham, ex parte. 488 Marquis of Abercorn’s case 301 Marsden v. Kent . . 548 Marseilles, &c., Land Co. 708, 878, a Brandon (80 Ch. D. 598) Crédit Foncier, &c. of England (7 Ch. 161) Evans (11 Eq. 151) Smallpage (30 Ch. D. 598) Marsh’s case (13 Eq. 388) 7 867 Marsh, ea parte (1 Mac. & G. 302) 863 ». Keating . i A 483 Marshall, ex parte 556, 815 —— v. Corporation of Queen- borough =. - 3 - « 223 AUTHORITIES REFERRED TO. PAGE Marshall v, Glamorgan Iron Co. 526, 818, 833 Marson v. Lund. 291, 295, 670 Martano v. Mann . 661 Martin v. Lacon . 451 v. Sedgwick . 454 Martin’s case (2 Hem. & M. 669), 62, 122, 896 Martin’s claim (14 Eq. 148) 761 Martin’s Patent Anchor Co. v. Morton 4 ; 556, 815, 848 Martyn v. Gray . : 96 Marylebone J oint-Stock Bank (18 Jwr. 281) 850, 851, 852, 863, 865, 866 —— (25 L. J. Ch. 650) 852, 854, 858 Busk (3 De G. & S. 267) Davidson (7b. 21) Stanhope (7d. 198) Troutbeck (1 De G. & S. 585) Walker (1 De G. & S. 585) Masons’ Hall Tavern Co. Habershon (5 Eq. 286) Mason v. Boge . ‘ footage C0 FAO) v. Harris . 571, 572, 579 Masonic and General Life Assur- ance Co. ‘ - » 624 Massey, re. 703, 704, 865 v. Allen. . 691, 806 Master’s case 825, 828 Mather, ex parte. ee AE », National Assoc. Invest- ment Society : : 293, 794 Matheson Brothers, Limited 622, 623, 636, 644*, 912 Mathew’s case 15, 767, 770, 861 Mathew v. Blackmore . . 247 Matlock Old Bath Hydro. Co. Maynard (9 Ch. 60) Matterson v, Elderfield . 920 Matthewman’s case . 41, 809 Matthews v. Great N. orthern Rail- way Co. . - 401 Maturin v. Tredinnick | ‘ 496, 591*, 592 Maude, ex parte (6 Ch. 51). 852, ete 85 Maudslay and Field’s case 766, 860 Maughan v. Leamington Gas Co. 434” Maund v. Monmouthshire Canal Co. . ‘ i . 209 Maunder v. ‘Lloy d. . . 913, 914* Maunsell v. Midland Great West- ern Railway Co. 184, 186, 571, ae 0 Mawer’s case ‘ 848 Maxted v. Paine (No. 1, L. R. 4 Ex. 81) . (No. 2, L. R. 6 Ex. 132, and 4 ib. 203) 491, 495, 500, 501, 504*, 506, 508, 509, 510, 511 Maxwell’s case (20 Eq. 585) 783, 855 —— (24 Beav. 321) : . 811, 829 — trusts (1 Hem. & M. 610) 547 —— v. Dulwich College . . 228 v. Port Tennant, &c. 357, 585, 587 Mayhew’s caso . 94, 254, 471, 823, 831 Maynard’s case. : our Vili 85, 798 L.c. 503, 510, 512 Meader »v, Isle of Wight Ferry Co. XXXVil PAGE Maynard v. Eaton . . 509, 511 Mayor of Colchester v. Lowten 198, 207 Mayor of Kidderminster v, Hard- wick . . 221, 224 Mayor of Ludlow ». Charlton 185, 221 Mayor of Stafford v, Till. . 220 Mayor of the Staple of England ». Bank of England 198, 221, 224, 483, 484, 486, 487 282, 292, Medical Invalid, &c., Life Assur- ance Society Griffith (6 Ch. 374) Spencer (6 Ch. 362) Meek v. Wendt & Co. . 241 Meeus v. Thelusson » 914 Melbourne Banking Corporation Brougham (4 App. 7 v. Brougham ‘ 223 Melhado v. Hamilton 405 v. Porto Alegre, &c. Rail- way Co. . 147 Meliorucchi v. Royal Exchange Co. 551 Melliss v. Shirley Local Board 222 Menier v. Hooper’s Telegraph Works . 809, 321, 572 Mercantile and Exchange Bank London Bank of Scotland (12 Eq. 268) Mercantile Mutual Marine Insur- ance Association 556, 815 Mercantile Trading Co. Schroder (11 Eq. 131) Stringer (4 Ch. 475) Mercer’s case » « 690 Merchants’ Co. . 685, 690 Heritage (9 Eq. 5) Merchant Banking Co. of London v. Merchants’ Joint-Stock Bank 113 Merchant Traders’ Ship Loan and Assoc. Co. 702 Chapple (5 DeG. & Sm. 400) Talbot (5 De G. & Sm. 388) Yelland (5 De G. & Sm. 395) Merchants’ and Tradesmen’s As- surance Society 260*, 735 Meredith’s case and Conver’s case 246 Merionethshire Slate and Slate Slab Co. s a 20% Day (3 Jur. N.S. 1016) Rye (ib. 460) Merry v. Nickalls 501, 503, 504, 510 Mersey Docks Co. v. Gibbs. . 209 Mersey Railway Co. ‘ aoe 279, Mersey Steel and Iron Co. v. Nay- lor & Co. . 273, 667, 719, 728*, 738, 739 Metropolitan Bank v, Heiron 374 v. Jones ‘ 881 —— v. Pooley 210 Metropolitan ail Provincial Bank 726 Metropolitan Public Carriage, &c. Co. Brown (9 Ch. 102) Cleland (14 Eq. 387) *d XXXVI AUTHORITIES PAGE Metropolitan Railway Junction Co. Markwell (5 De G. & Sm. 528) Metropolitan Railway Warehouse Co. (15 W. R. 1121, L. J.) 628 CW. N. 1867, 94) 646* Metropolitan Saloon Omnibus Co. 635, 639, 641, 650* — v. Hawkins . 563 Meux’s Executors’ case 183, 207, oy Meux v. Maltby 266, 267, 272* Mexican and South American Co. 671, 747, 864 Aston (4 De G. & J. 320) (27 Beav. 474) Barclay (26 Beav. 182) Costello (2 De G. F. & J. 302) De Pass (4 De G. & J. 544) Finlay Hodgson (26 Beav. 183) Grisewood & Smith (4 De G. & J. 544) Hyam (1 De G. F. & J. 75) Lund (27 Beay. 465) Shewell (2 Ch. 387) Wilkinson (2 Ch. 536) Meyer’s case 21, 521, 772*, 841 a Ee Assembly Rooms . 628, 639, 649* Midland Counties Benefit Build- ing Society . 8 916, 918, 922 Midland Great Western Railway Co. v. Gordon 23, 46, 106*, 410, 420 ». Johnson 222, 227 Midland Union, &c. Railway Co. Lucy (4 De G. M. & G. 357) Norbury (5 De G. & Sm. 423) Pearson’s Executors (3 De G. M. & G. 241) Migotti's case ‘ 798 Milan Tramways Co. Theys (22 Ch. D. 122 and 25 Ch. D. 587) Milburn v. Codd 606 Mildmay v. Methven 725 Miles v. Bough - 800, 318, 330, 415, 417, 418 —— v. New Zealand, &c. Co. 459 v. Thomas . 575, 581, 601, 609 Milford Docks Co. . A » 624 Lister (23 Ch. D. ae Mill v. Hawker 240 Millard v. Bailey 541 Miller v. Thompson : 233* Miller’s case (3 Ch. D. 391) 260* (6 Ch. D. 70 & 38 ib. 661) < 789*, 793, 795*, 839, 844 Miller’s Dale, &c., Lime Co. . 805, 775 Mills v. British Provident Assur- ance Society 313 —v. Northern Railway | of Buenos Ayres Co. 278, 481, 602 Milroy v. Lord és z 500, 588 Minor v. The London and North- Western Railway Co. - 911 Mitcalfe’s case . 867, 696 REFERRED TO. PAGE 39, 802, 810 Mitchell’s case (9 Eq. 363) . (5 Ch. 400) . 556, 693, 816, 848 Mitchell’s claim (6 Ch. 822) - 723 Mitchell’s and Rutherford’s cases (4 App. Ca. 548 & 567) 466, 806, 835 Mitchell v. City of Glasgow Bank 409, 835 —— v. Moberly 3 . 451 v. Newall . 494, 512 Mitre Assurance Association 613 Eyre (81 Beay. 177) Mixer’s case 72, 80, 82, 85, 214 Moffatt v. Farquhar. . 309, 377, 464, 465, 566, 597 v. Farquharson . . 309 Mollett v. Robinson 514 Monarch Insurance Co. Gorrissen (8 Ch. 507) Monmouthshire Canal Co. » Kendall 310 and Glamorganshire Bank- ing Co. 639, 642, 653* Cape’s executors (2 DeG. M. & G. 562) Montagw’s case (Lord R.) Montreal (Bank of) v. Bathune 910 Montreal Assurance Co. v. Me- Gillivray é 187 Moody v. London and Brighton Railway Co. 156, 160, 161 Moor, cz parte. a 10% v. Anglo-Italian Bank . 197, 624 675, 720 . 14, 81 746, 834 Moore v. Garwood v. Hammond:. 307 v. Metropolitan Railway Co. 209 v. Rawlins . 117, 533, 922 Moore Gold Mining Co., Sir J ohn 7038, 878 Morgan’s case (1 Mac. & G. 235 & 1 De G. & Sm. 750) . 317, 320, 518*, 817, 838* (28 Ch. D. 620) 440, 705, 896 Morgan v. Great Eastern Railway Co. 569 Morisse v. Royal British Bank 282, 295, 671 Morrice v. Aylmer . 5 400, 541 Morris’ case G Ch. 200 & 8 Ch. 800) ma 85 Morris v. Cannan . 478, 488 v. Glynn . . 451 v. Kearsley . 492 v. Sadlier : . 537 Morrison, ex parte (De Gex, 539). ai —— (15 Jur. 346 & 20 L. J. Ch. 296). 765 v. Glover 916 Morton’s case 824 Morvah Consols Tin Mining Co. McKay (2 Ch. D. 1) Moscow Gas Co. (City of) v. Inter- national Financial Society . 263 Moseley v. Cressey’s Co. 32, 568 AUTHORITIES REFERRED TO. PAGE Moseley Green Coal and Coke Co. Barrett (4 De G. J. & 8. 756) ——(4DeG. J. & S. 416) Fox (5 Eq. 118) Moss, ex parte (14 Ch. D. 398) 359 (3 De G. & S. 599). 551 —— (14 fur. 754). 622, 654* v. Steam Gondola Co. . 45, 54*, 59 Mostyn v. Caleott Hall Mining Co. 112 Moulton v. Camroux r é 40 Mowah Consols Tin Mining Co. MeKay (2 Ch. D. 1) Mowatt v. Castle Steel Co. . . 197, 198, 723, 784 —— ex parte (1 Drew, 247) . . 851 v. Lord Londesborough . 31, 34 Mowatt and Elliott's case (3 De G. M. & G. 254) . 780, 851, 861 Mozley v. Alston . 300, 570, 573, 575, 576*, 578, 581*, 600 Mudford’s claim . ‘i 736 Muggeridge, re é . 813, 848 Muir’s case (4 App. Ca. 337) j 46 Muir v. City of Glasgow Bank S01 Mulkern v. Lord 921 Mulliner v. Midland Railway Co. 202 Munday, ex parte . 748 Municipal Permanent Building Society v. Kent . 921 v. Richards ‘i ‘ 921 Munster Bank, Limited . « « 805 v. Cammell Co. . 302, 337, 567, 599, 996 Munt’s case 201, 519, 838, 839 Munt v. Shrewsbury and Chester Railway Co. 321, 323, 571, 598 Murphy v. O'Shea . 368 Murray’s executors’ case . 193, 226, 328, 388 Murray v. Bush 300, 336, 758, 822, 824, 832, 841 v. East India Co. . 185, 222 v. Flavell iy we “O89 v. Pinkett . . 456 v. Scott . . 189, 919 Murrell, ex parte 652*, 653 Musgrave’s case 121, 500, 749, 835 Mutter v. Eastern and Midland Railway Co. 314, 333, 440, 567, 599, 604 Mutual Society —— (22 Ch. D. 714) . 692, 695, 705 —— (24 Ch. D. 425). . . 872 Grimwade (18 Ch. D. 530) Mutual Aid Building Society (29 Ch. D. 182 & 80 Ch. D. 484) . 189, 872 Myers v. Perigall ‘ . . 452 v. Rawson . . 298 Mysore Reefs Gold Mining Co. . 703 Nacupatr Gold Mining Co. . 659 Nanney v. Morgan 108, 467, 469, 472, 477, 588 Nanteo’s Consols Co. Thomas (13 Eq. 437) XXX1X PAGE Nantle Vale Slate Co. Job (27 Beav. 32) Nant-y-Glo v. Grave 367* Narborough and Watlington Rail- way Co. James (1 Sim. N.S. 140) Natal Investment Co. . 640, 651* Financial Corporation (3 Ch. 355) Nevill (6 Ch. 43) Snell (5 Ch. 22) Nathan, Newman & Co. . 685, 688, 746 Nation’s case . . 834, 835 National Alliance Assurance Co. Ashworth (10 W.R. 771) National Arms Co... 682 National Assurance and Invest- ment Association Munday (31 Beay. 206) National Bank, re (10 Eq. 298) . 694, 696 ex parte (14 Eq. 507) . 203, 726 of St. Charles v. Barnales 909 National Bolivian Navigation Co. v. Wilson . one 30 National Building Land Co. 865 National Coffee Palace Co. Panmure (24 Ch. D. 367) National Equitable Provident Society Wood (15 Eq. 236) National Exchange Co. of Glasgow v. Drew . . , 311%, 213* National Funds Assurance Co. (10 Ch. D. 118) . 321, 371, 373, 375, 378, 390, 695, 696 (4 Ch. D. 305) 662, 698 National Guaranteed Manure Co. v. Donald 199 National Insurance and Invest- ment Co. Abercorn (4 De G. F. & J. 78) Cotterell (11 W. R. 13) Davie (4 De G. F. & J. 78) Munday (31 Beav. 206) National Live Stock Insurance Co. (26 Beav. 153) . 649* National Patent Steam Fuel Co. Baker (1 Dr. & Sm. 55) Barton (4 Dr. 535) (4 De G. & J. 46) Worth (4 Dr. 529) National Permanent Benefit Build- ing Society . 237, 662 National Provincial Life Assurance Society . . 260*, 261, 645*, 734 Fleming (6 Ch. 393) National Provincial Marine Insur- ance Co. Gilbert (5 Ch. 559) Parker (2 Ch. 685) National Savings Bank . 626, 662, 863, 875, 877, 887 Hebb’s case (4 Eq. 9) Native Iron Ore Co. 203 Natle Slate Co. . 847 Nash, ex parte 3 61, 605 Nassau Phosphate Co. 39, 111 d 2 xl Natusch v. Irving Navan and Kingscourt Railway AUTHORITIES PAGE 319*, 321, 579*, 597 Co. . ‘ . 906 Naylor’s case . 85, 772 Naylor v. South Devon Railway Co. m . 585, 597 Neale ”. Turton - ~ » 185 Needham’s case . 821 Needham v. Law ‘ 268, 269, 286 ». Rivers Protection Co. 676 Neill’s case . 845 Neilson, cx parte 488, 516 v. James ‘: . 489, 511 Nelson Mitchell v. "City of Glas- gow Bank Liquidators 466 Ness, ex parte , 282 v. Angas 41, 55, 109, 289 vy, Armstrong 55, 110, 289, 540, 542 —— v. Bertram . 540 vy. Fenwick 295 Nevill’s case ; 821 Nevins v. Henderson 145 Newbigging v. Adam . 73 New Brunswick Railway Co. ». Boore 7 v. Conybeare —— v. Muggeridge » di, 719 213* 45, 119, 129, 421, 587 New Buxton Lime Co. Duke’s case (1 Ch. D. 620) Newby v. Von Oppen . - 265 New Callao ; 5 . 662, 698 Newcastle, &c., Bank, re 684, 686 Spence’s case (17 Beay. 203) Newcastle Machinists’ Co. . 655 Newcastle-upon-Tyne Marine In- surance Co. Brown’s case (19 Beav. 97) Henderson’s case (19 Beav. 107) New Chili Gold Mining Co. . 334, 401, 403 New City Constitutional Club Co 679% Purssel (84 Ch. D. 646) New Clydach Co. 197 Newfoundland (Government of) v Newfoundland Railway Co. 276, 740 New Gas Co. . ‘ . 659 New Gas Generator Co. . "640, 641, 646, 649* , 651 Newhaven Local Board v. New- haven School Board . 800, 302, 330, 336 Newington Local Board v. Eldridge 603 New London Brazilian Bank v. Brocklebank 3 . 450, 457 Newport, &c., Healey Co, vw Hawes ; . 427 New Quebrada Co. 124 Newry, &c., Railway Co. v. Coombe 39, 422 v. Edmunds 416, 419 —— v. Moss . , - 46, 421, 802 New Sombrero Phosphate Co. ». Erlanger 70, 88, 354* New South Wales Bank v. Owstori 210 REFERRED To. PAGE New Theatre Co. Bloxam (4 De G. J. & S. 447) —— (33 Beay. 529) Newton v. Belcher 145 v. Daly . v, Liddiard . "95, 205, 293 145 Newtownards Gas Co. : 852, 869 New York Exchange, Limited 636 New York Life Insurance Co. . 37 New Zealand Banking Corporation 741 Hickie & Co. (4 Eq. 226) Levi & Co. (7 Eq. 449) Sewell (3 Ch. 181) Nicholas, ex parte 556 Nicholay’s case 765* Nicholls 7. Diamond . 232* Nichols 7. Rosewarne 463 Nichols’ case ce N. 1867, 77) 26) 742 —— (29 Ch. D. 421) 124, 763, 797 —— (3 De G. & J. 387 and 420). 72 80*, 82%, 87, 156, 206, 211, 214, 215, 522, 749, 751, 824, 841, 861 Nicholson v. Bradfield Union 222 v. Gooch » 140 Nickoll’s case (24 Beav. 639) | . 782%, 789, 805 Niger Merchants’ Co. v. Capper . 687 Nister Dale Iron Co. Hughes (1 De G. & Sm. 606) Nixon v. Brownlow . 23, 106, 291, 292, 296, 393 292 291 —— v, Green A 7 —- v. Kilkenny Railway Co. v. Taff Vale Railway Co. . 227 Nockells v. Crosby 30%, 34*, 131, 132 Norbury’s case : ‘ . . (67 Norman v. Mitchell 24, 393, 410, 411, 528, 534%, 597, 599 Norrington, re . 548 Norris v. Chambers : . 912 v, Cooper . 764, 766 v. Cottle 7.64, 766 -——v. Irish Land Co. . 61, 280, 603 North American Colonial Asso- ciation of Ireland v. Bentley 424* North Brazilian Sugar Factories (56 L. T. (N. 8.) 229) 660 —— (37 Ch. D. 88) . a 705 North of England Joint Stock Banking Co. ‘ . 654, 684, 703 Angas (1 De G. & Sm. 560) Armstrong (1 De G. & Sm. 565) Bernard (5 De G. & Sm. 283) Burlinson (3 De G. & Sm. 26) Chartres (1 De G. & Sm. 581) Crosfield (4 De G. & Sm. 338) ee G. ie & G. 128) Fenwick G De G. Glaholme (1 D Gouthwaite (3 (3 De G. Hawthorne (1 (1 ) Hawthorn (1 De G 4 Sm. 571) AUTHORITIES REFERRED TO. xli PAGE North of England Joint Stock Banking Co.—continued. Holme (2 De G. M. & G. 113) — (4 De G. & Sm. 312) Hutchinson (1 De G. & Sm. 568) Mawer (4 De G. & Sm. 349) Reaveley (1 De G. & Sm. 550) Sadler (3 De G. & Sm. 26) Sanderson (3 De G. & Sm. 67) (1 M. & G 306) Straffon’s Executors (1 De G. M. & G. 576) (4 De G. & Sm. 256) Thomas (1 De G. & Sm. 579) North Hallenbeagle Mining Co. Knight (2 Ch. 321) N orthampton Coal, &e., Co. «. Midland Waggon Co. . 264 North Kent Railway, &c., Co. Kincaid (11 Eq. 192) North London Railway Co. ». Great Northern Railway Co. . 596, 598, 602 North Shields Quay and Improve- ments Co. Davidson (4 K. & J. 688) North and South Wales Bank . 203 North Stafford Steel Co. v. Ward 410, 411 North-West Transportation Co. v. Beatty . 809 North-Western Railway Co. ¥. McMichael . 106, 416, 422 North-Western Trunk Co. . 653* North Yorkshire Iron Co. . 680 Northern Assam Tea Co, . . 702 Universal Life Assurance Co. (10 Eq. 459) — Coal Mining Co. Bagge (13 Beav. 162) Northern Counties of England Fire Insurance Co. Macfarlaine (17 Ch. D. 337) Northern and Southern Connect- ing Railway Co. Mercer (5 De G. M. & G. 26) Northey v. Johnson 96, 256, 524 Northfield Iron & Steel Co. . - 694 Northumberland Avenue Hotel Co. 4 147, 176 Northumberland District Banking 112, 617 Sorhimberiana and Durham Banking Co. - + 708 Bigge (5 Jur. N.S. a Dixon’s executors (1 Dr. & Sm. 225) Luard (1 De G. F. & J. 553) Rhodes (7 W. R. 510) Totty (1 Dr. & Sm. 273) Norwegian Charcoal Iron Co. Mitchell (9 Eq. 363) Norwegian Titanic Iron Co. - 628 ace Equitable Fire Insurance ae N orwiah and Lowestoft Nz aviga- tion Co. v. Theobald . 410 PAGE Norwich and Norfolk Permanent Building Society 92] Smith’s case b Ch. D. 481) Norwich Provident Insurance Society Bath (8 Ch. D. 334) (11 Ch. D. 386) Hesketh (13 Ch. D, 693) Norwich Yarn Co. (22 Beavy. 165) 311, 381*, 382 —— (12 Beay. 366) 628, 638, 647 —— (13 Beav. 428) 715, 749 Bignold (22 Beav. 143) East of England Banking Co.’s case Nunn r. Clayton : . 295 —— ce. Lomer ‘ 296 OAKBANE Oil Co. v. Crum. 484, 455, 1022 Oakes and Peek, ex parte : (3 Eq. 576). 84 See Oakes v. Turquand. (3 Eq. 634) : 747, 862, 864 (Ww, *. 1886, 361) 849 Oakes v. Oakes ‘ . . 541 v. Turquand 26, 29, 60, 70, 73, 111, 214, 589%, 590, 753", 776, 777, 797, 810 Oak Pits Colliery Co. . - 680, 681 O’Brien’s case 104, 757, 791 O’Connor v. Bradshaw 135, 138 Odessa Tramways Co. v. Mendel. 586, 587* O’Flaherty v. McDowell . 1014 Ogle v. Knipe 450, 541 Old Wheal Neptune Mining Co. Pulbrook (2 De G. J. & S. 348) Rawlings (2 De G. J. & S. 348) Onion’s case. 15, 16, 767 Onslow’s trusts _. - 460 Oppenheimer v. British and Fo- reign Exchange, &., Bank . 732 Oriental Bank Corporation The Crown (28 Ch. D. 648) 678, 717 Guillemin (28 Ch. D. 634) MacDowall (32 Ch. D. 366) Oriental Commercial Bank (5 Ch. 358) . . 204 — (W.N. 1866, 283) . 637, 643, 659 — (7 Ch, 99) . 728 Alabaster (7 ‘Yq. 273) Barge (5 Eq. 420) European Bank (7 Ch. 99) Maxoudoff (6 Eq. 582) Morris (7 Ch. 200) (8 Ch. 800) ex parte (3 Ch. 791) 728, 804 Oriental Financial Corporation, ez parte (4 Ch. D. 33) . . 725 Oriental Hotels Co. , 865 Oriental Inland Steam Co. 4 Briggs 6, 587 Scinde Railway Co, (9 Ch. 561) Ormerod’s case 5 . 65, 800 Ornamental Pyrographic Co wm. Brown #-~ 411 xlii PAGE Orpen’s case , 467, 824, 826 Orr v, Glasgow Railway Co. . 303, 411, 568, 577*, 596 v. Union Bank of Scotland . ° 483 Orrell Colliery and Fire Brick Co. 722 Osborne, ex parte : * . 766 Osgood v. Nelson . 803, 528 Ottley v. Browne i . . 141 Oundle Union Brewery Co. Croxton (1 De G. M. & G. 600) (5 De G. & Sm. 432) Outlay Assurance Society 871, 1084 Overend, Gurney & Co., ex parte (4 Ch. 460) 165, 170*, 185, 230 Barrow (3 Ch. 784) Gibb (L. R. 5 Ho. Lo. 480) Grissell (1 Ch. 528) Lintott (4 Eq. 184) Musgrave & Hart (5 Eq. 193) Oakes & Peek (3 Eq. 576) Walker (2 Eq. 554) Ward & Garfil (4 Eq. 189) v. Gibb 872, 373, 374 v. Gurney 373, 374 Owen v. Challis . 31, 901 ». Routh . 499 —— v. Van Uster 65, 205 Oxford Benefit Building Scciety . 321, 871, 373, 374, 375, 376, 388, 432, 433, 696 Oxford and Worcester Extension and Chester Junction Railway Co. Barber (15 Jur. 61) Morrison (15 Jur. 346) Potter (1 De G. & Sm. 728) Sharp & James (1 De G. M. &G. 565) Oxford, Worcester and Wolver- hampton Railway Co. Melward (26 Beay. 571) Papstow Total Loss Association. 115, 135, 141, 621, 622, 623, 647*, 662 Page v. Cox 5 - 589 Pagin and Gill’s case 745, 784, 785, 789 Pahlen’s case, and Kelk’s case. 530, 843 Paine v. Hutchinson 493, 494, 505, 510 Paine and Layton, cx parte . 692 Paine » Strand Union . » 221 Painter’s case. 79, 86, 412, 519, 532*, 584 See Richmond and Painter’s case Painter v. Liverpool Gas Co. - 417 Palmer, ex parte 524, 736, 860 ®. The Justice Assurance Society . 295, sli Panama, &c., Vail ‘Co, , 197 Panmure, ex “parte . 241, 494, 512, 515 Panonia Leather Cloth Co. a . 656 Paper Bottle Co. . 659 Paraguassu Steam Tramroad Co. Black & Co. (8 Ch. 254) Ferrao (9 Ch. 355) AUTHORITIES REFERRED TO. PAGE Parbury’s case (8 De G. & 8. 43). 86%, 862 — (8DeG. F.&J.80) . . 556 Pare v. Clegg 272, 566 Paris v. Paris. ea B45) Paris Skating Rink Co. (6 Ch. D. 731). . 61, 608 (5 Ch. D. 959) . 637, 648* Park Gate Waggon Co. : 708, 956 Parker, ex parte 122, 128, 464) 835 ». Lewis ; : 371, 374 ». McKenna . 866%, 375, 376 Parkin vy. Fry. : ‘ - 363 Parry’s case 676 Parson’s case 123, 811, 828, 829 Parson v. Spooner. - 148 Part’s case 818, 819, 840, 861 Partridge v. Partridge . 541 Patent Artificial Stone Co. . . 626 Patent Bread Machinery Co. Valpy & Chaplin (7 Ch. 289) Patent Carriage Co. Gore & Durant (2 Eq. 349) Patent Cocoa Fibre Co. . 659 Patent Elastic Pavement, &c., Co. Armstrong (3 De G. & Sm. 140) Price & Brown (3 De G. & Sm. 146) Patent File Co. » 208, 207 Birmingham Banking Co. (6 Ch. 83) Patent Floor Cloth Co. 655, 887 Patent Invert Sugar Co. . . 344, 402 Patent Paper Manufacturing Co. Addison (5 Ch. 294) Patent Screwed Boot Co. . . 657 Patent Steam Engine Co, 626, 627 Patent Ventilating Granary Co. . 404 Paterson v. Ironside ‘ . 268 Patrick v. Reynolds . : . 145 Paul and Beresford’s case (33 Beav. 204) ‘ . 828, 346 (10 Jur. N.S. 692). . . 520 Pauling v. London and North- Western Railway Co. . Pawle’s case 128, 777 Payne’s case . : . 466, 827 Payne v. Brecon . . 173 v. New South Wales Co. , 148 Pearse’s case ' . 697, 744 Pearson’s case (8 Ch. 443) . 667, 699 (4 Ch. D. 222, aff. 5 Ch. D. 336) . 867, 694, 696, 790 —— (7 Ch. 309). : 709 Pearson’s Executors’ case (3 De G. M. & G. 241) . Pearson v. London and Croydon Railway Co. Peart v. The Universal Salvage Co. 295 Pease v. J oe 920 Peddell v. Gwy » + 288 Peek’s case (4 1 Ch, 582) ; 16, 760 Oakes & Peek 72, 73, 88, 89*, 90 Peek v, Derry ——v. Gurney . 70, 88, 89, 90%, 214, 215, 217, 470, 584 AUTHORITIES REFERRED TO. PAGE Peel’s case . 26, 29, 111, 771, 773*, 797 Peel v. Thomas . . 25, 95, 293 Peirce v. Jersey Waterworks Co.. 158, 165, 170*, 410 Pell’s case (5 Ch. 11, 8 Eq. 222). 395, 785, 799 (3 De G. & 8. 170). . 704, 861 Pellatt’s case 14, 15, 17, 744, 769, 778, 779, 780, 781* 372, 375, 696, 697, 744 Pelly, e2 parte . Pelotas Coffee Co. Karuth (20 Eq. 506) Pen’allt Silver Lead Mining Co. Fothergill (8 Ch. 270) Pender v. Lushington 309, 465, 566, 3, 597 Pendlebury v. Walker - 266 Penhale and Lomax, &., Co. . 125, 615 Peninsula Banking Co. (35 Beav. 280) ‘ 6738, 678 Peninsular, West Indian, &c., Bank Austin (2 Eq. 485) Jopp’s case (W. N. 1867) Penkivel v. Connell 232*, 670 Pennant and Craigwen Mining Co. (15 Jur. 1192) ‘ 641, 646*, 647 Fenn (4 De G. M. & G. 285) Mayhew (5 De G. M. & G. 837) Penney, ex parte. - 465 Penrose v. Martyr . 231, 240, 253 Pentelow’s case s 13, 760 Pentland v. Gibson. . 266 Pen-y-van Colliery Co. 624, ‘637, 648*, 6, 968 People’s Garden Co. 2 . . 676 Percival, ex parte . 865 Percy and Kelly N ickel, &e. +, Co. Hamley (5 Ch. D. 705) Jenner (7 Ch. D. 132) Perkins Beach Lead Mining Co. 676, 677 Perrett’s case . . 16, 773 Perrier, ex parte . 352, 852, 853 Perring v. Dunston + 138 v. Hone . 21 Perry v. Barnett . 489 ». Oriental Hotels Co. . ” 603, 675, 677, 706 Persee’s case . 773, 777 Peruvian Railways Co. Crawley (4 Ch. 322) Robinson (4 Ch. 322) Peruvian Railway Co. v. Thames, &c., Insurance Co. - 185, 204 Petre v. The Eastern Counties Railway Co. : . 150, 158 Pharnacentieal Society ». London and Provincial Assoc. . - 188 Phelps v. Lyle 270, 802, 303 Phene v, Gillan . j . 499, 806 Philipson v. Egremont 255, 288, 290 err ais ce parte (1 Sim. N.S. 4 639, 646*, 652* Pui, ew ‘parte (2DeGF.&J. aha 620, 621, 641, 647* 670, 671 634) . — (3DeG. & Sm. 3). ‘ — 7¢ (18 Beav. 629) xliii PAGE Phillips v. Turner . ; » . 54 Phillipson v, Tempest 5 » 295 Pheenix Life Assurance Co. . 176, 201, 236, 312, 319, 321 Burges & Stocks (2 J. & HL. 441) Hatton (10 W. R. 313) Hoare (2 J. & H. 229) Reeve (10 W. R. 817) Phosphate of Lime Co. v. Green . 179%, 811, 312, 520, 521, 523, 532 Phosphate Sewage Co. v. Hart- mont . 3855*, 361 Photographic Artists’ Association "264, 662 Pickering’s claim (6 Ch. 525) . 149, 240, Pickering, Ae hoa (4 Ch. 58) 556 —— v. Appleb « 453 v See iaen sa 321, 371, 598, 913 Piercy v. Roberts ‘ 713 Pierpoint v. Brewer és » 1 454 Pilbrow v. Pilbrow’s Atmospheric Co. . 111, 129, 149, 247, 262, 264 Pim’s case Pinkett v. Wright Pinto Silver Mining Co. 882, 885 Pitchford v. Davis 21, 393, 410 Pitman and Edwards, ex parte 190,197 Pitts v. La Fontaine . : . 861 Planet Benefit Building Society . 633, 638, 639, 648*, 650* . 521, 802, 813, 814, 329 456", 465, 551 684, 870, Plant, ex parte : . 456, 458 Plaskynaston Tube Co. 334, 396, 401, 787 Plas-yn-Mhowys Coal Co. . - 677 Plate Glass Co. v. Sunley . 423, 517 Playfair v. Birmingham, Bristol, &e., Co. . 520, 596, 600 Plumbe v. Neild . ; F . 545 Plumstead Water Co. . 613, 662 Hardinge (1 N. R. 40) v. Davis. . 661, 706 Pocock, ex parte . 642, 652*, "653* Pollock v. Pollock . . . 547 v. Stables : . 514* Ponsonby’s case. . 124, 763 Pool’s case (35 Ch. D. 579). . 183 Poole’s executors, ex parte (8 Ch. 702) : 712, 894, 897 Poole Fire Brick and Blue Clay Co. (17 Eq. 268) . . 673, 674 Hartley (18 Eq. 542) (10 Ch. 157) Poole v. Knott : » 540 v. Middleton " 465, 499, 500* v. National Provincial, ‘ke. , Assurance Society + 226, 328 Poole, Jackson and Whyte’s case’. 364, 377, 669, 787 Poppleton, ex parte . 114, 115, 135, 141 Port of London Assurance Co.’s case 258 Collingridge ‘(14 Jur. 1129) © Portal v. Emmens 44, 84, 59, 60, 104, 105, 107, 293, 301, 327, 422, 525, 791 xliv PAGE Portsmouth Banking Co. 594 Helby (2 Eq. 168) Horsey (2 Eq. 168) Stokes (2 Eq. 168) Pott v. Flather 498 Potteries, Shrewsbury and North Wales Railway Co. 904, 905, rie ». Minor Potter's case ‘ pe od ri Potts v. Bell 37 Poulton v. London and South: Western Railway Co. 209 Powell v. Jessopp 453 Powis v. Butler 9, 129, 256, 295, 540. 0, 812 v. Harding 58, 129, 284 Powles v. Hargreaves . ‘ - 727 — v. Page . 5 . 109, 204 Pratt v. Hutchinson . 181, 182 Preece and Evans’s case . 852, 862, 866 Prescott, ex parte : 60, 110, 288 ». Buffrey 60, 110, 288, 289 v. Hadow . . 670 Preston v. Grand Collier Dock Co. 412, 582, 571, 580*, 596, 600 — v. Liverpool, &c., Railway Co. . 151, 152*, 153, 220, 258 ». Melville . 545 Palte de Anderson . 545 — v. Great Western Railway Co. . 3 j 194 —— v. Taylor . 233%, 234 Price and Brown’s case 806 Prichard’s case (5 De G. M. & G. 484, 495) . 671, 714, 722, 850 Prichard’s claim (2 DeG. F. &J. 354) 3 715, 849 Prince v. Prince. - 228 Prince of Wales Life Assurance Society . 247, 854 v. Atheneum Insurance So- ciety : . 169% v. Harding 169 Princess of Reuss v. Bos. 111, 112, 116, 135, 468, 619, 622, 636, 645*, 912 Printing and Numerical "Register- ing Co. . 678, 719, 720 Pritchard's case (8 Ch. 956) . 895, 784 (2 Ch. 714). . 774 Pritchard v. London and Birm- ingham, &c., Railway Co., 7¢ Weiss. ; so = #06 Professional, ‘we. : “Building So- ciety 619, 633, 639, 650*, 922 Professional Life ‘Assurance Co. = 251, 737, 742, 866 Progress Assurance Co. , 681 Prosper United Mining Co. Palmer (7 Ch. 286) Pugh and Sharman’s case (13 Eq. 566) é . 59, 803, 808, 811 Pulbrook, ex parte (4 Ch. 627) 704 . 94, 826 (2 De G. J. & S. 349) 878 —— v. New Civil Service Co- operation 891 —— v. Richmond Consolidated Mining Co. . 301, 567, 599, 794 AUTHORITIES REFERRED TO. PAGE Pulsford v. Richards . 19, 70, 71, 76* Purcell’s case ‘ . 3801 Quanrz Hill Gold apis Co. v. Eyre . 614 Quebrada, &e., Copper Co. . . 408 Queen’s Benefit Building Society. 619, 655, 922 Queensbury ingests! sees e Pickles A . 268, 915 Quilter, cx parte . . ‘ . 724 RADENHURST v. Bates . . 270 Radley v. Bramall . . « 708 Rail and Electric Appliance Co. 247, 249 Railway Finance Co. . 700 Railway Sleepers Supply Co. 305, 74 Railway Steel and Plant Co., ex parte In re Taylor (8 Ch. D. 183) oy In re Williams (8 Ch. D. wy 677, 678, 719 Railway Time Tables Eee Co. Ralph v. “Harvey . 64 Ramsay’s case 127, 819, 820, 986 Ramsgate’ Victoria Hotel Co. ». Goldsmid . ——v. Montefiore. Ramskill v. Edwards 18, 15 . . 13,15 349, 374, 376, 378* 371, 414, 430, 433, 694, 695, 696, 787, 854, 88], 880 Randell v. Trimen Ranelagh v. Haynes 588, #39 Ranger’ v, Great ee Railway Rance’s case Co. . . 211, 227, 595 Ransford ». Bosanquet . 286, 294 v. Copeland 5 ; 137 Rapier v. Wright . 849 Rasbotham v. Shropshire | Union Canal Co. . 595 Rashdall v. Ford —. 242 Rastrick v. Derbyshire, &e., Rail- way Co. 60, 104, 291, 292, 293 Rawlins v. Wickham 72 Read v. Anderson 488, 489, 512 544 » Blunt Reaveley’s case . : 828, 860 Reddish v. Pinnock ‘ . 565 Redgrave v. Hurd 72, 73 Reece v. Taylor . s : . 460 Rees v: Fernie E . . 488 Reese River Co. ». Smith 125, 777 Reeve’s.case . . . 841 Reeves v. White , . 916 Regent’s Canal Ironworks Co. . 197, 401 Grissell (3 Ch. D. 411) Regent United Service Stores . 656, 679 Bentley (12 Ch. D. 850) AUTHORITIES REFERRED TO. PACE R. x. Armaud . : : : 36 — vv. Aspinall 87, 488 — v. Bank of England 604, 605 —-— v. Beard ‘ 268, 270 —— v. Rigg 220 —— v. Birmingham . 172, 173 —— Burgiss | : . 268 —— v. Cambridge . . 605 —— v, Carnatic Railway Co. 42, 61 v. Caster 268, 270 — v. Cawood . 130 —v. Cemetery Co. 469 v. Chester . 605 — v. Clear . A » . 440 —v. Cockermouth — Inclosure Commissioners . 605 —— v. Cooper é ; » . il — v. Cumberland 221, 265 v. De Berenger 488 v. The Derbyshire Railway Co. 282, 292, 296, 297, 604 — v. Dodd 131*, 245, 246 v. D’Oyly » sll —v Hastei Archipelago Co. 99 ». Esdaile . . 87, 483, 488 v. Frankland - 112 v, TheFraternity of Hostmen in Newcastle-upon-Tyne 440 —— »v. Gaskarth ‘ . 800 —— v. General Cemetery Co. 63, 109, 604 —— vo, Government Stock Invest- ment Co. . 311 —— v. Grand Canal Co. 440 —— v. Grimshaw , 3 . 807 v. Gurney ‘ 87 — v, Hammond 332 v. Harrald . : : 311 —— v. Haythorne 98 —— v. Hughes : 98 —— vv. Ingall . 173 —— v. Inns of Court Hotel Co. | 466 ». James : 268, 270 v. Kelk . » . 810 —— »v, Lambourn Valley Railway Co. x . 603, 604, 605 —— »v. Langton . : 112 —v. Larwood . 5 98 v. Liverpool, Manchester, &e. Railway Co. 61, 466, 605 —— v. London Assurance Co. 604 . Londonderry Railway Co. 416, 423, 425, 604 —— v. Mariquita Mining Co. 440, 604 — »v. Mayor of Stamford . 221 v. Mildenhall mae Bank 916 —v. Mille. 3 98 —— v. Mott. 394 —— v. Osbourne 3 99 ——v. Pasmore . : os 98 —— v. Pritchard 2 268 —— v. Registrar of Friendly So- cieties . 112, 917, 988 -— v. Registrar of Joint-Stock Companies (10 Q, B. 839)... ~—s*11, 118 (21 Q. B. D. 131) 61, 395, 605, 1022 xlv PAGE R. v. Rochester. é é 173 v. Saddlers’ Co. . - 604 v. St. Katherine Dock Co. 280, 604 —— v. Shropshire, &c. Canal Co. 604 —— vv, Shropshire Union Rail- way Co. . . 54, 61, 64 —— v. Stafford . : . 605 v, Stainer : 917 v. Stratton . ; 131 v. Tewkesbury 300 v. Thomas . F . 8ll v. Timothy F 87 —— v. Trafford . 3 916 —— v. Victoria Park Co. 280, 412, 604, 605 —v. Watson j 2 88 ——v. Webb . : 131%, 132* — v. Whitmarsh . 111, 117, 128, 131, 138 —— v. Whitstable Co. 604 —— v. The Wilts and Berks Canal Co. . 440, 604, 605 — 2. Wimbledon Local Board. ’ 311 — v. Windham . . . 605 —— v. Wing 428, 425, 604 —-v. Worcester Canal Co. . 604 —— v. York . . . 605 Reid’s case . 89, 810, 828 Reid v. Allan . 248 —— v. Explosives Co. “730°, 731 Reidpath’s case , 14 Remfry v. Butler ‘ 496 Rennie v. Clarke . 145 v. Morris 501, 508, 510 v. Wynn 145 Reuss (Prices of) ». Bos 111, 112, 116, 135, 468, 619, 622, 636, 645*, 912 Reuter v. Electric Telegraph Co.. 160 Reynell v. Lewis : 128, sa Reynolds v. Bassett Rheam v. Smith 274", 456%, 583 Rhodes, ex parte 41, 807 v. Dawson . . . 661 v. Forwood . j 247, 249 Rhydydefed Colliery Co. 638, 652* Rica Gold Washing Co. . 626, 649%, 654 Richard v. Home ‘Assurance Asso- ciation . 762 Richards & Co. 677, 678, 711, 719 Richards v. Home Assurance As- sociation 14, 770 Richardson’s case é 808, 811 Richardson v. Hastings . 565, 621 », Larpent . 877, 573 —— v. Williamson 242, 920 Richmond’s case (4 K. & J. 305). = 79, 86%, 412, 519, 582*, 534, 839, 845 Richmond’s Executors’ case (3 De G. & Sm. 96) 518, 838, 862 Richmond’s Executors (13 Jur ao 727) Siler ; Richmond Hill Hotel Co. Elkington (2 Ch. 511) King (3 Ch. 10) —— (4 Eq. 566) Pellatt (2 Ch. 527) xlvi PAGE Ricketts v. Bennett 2. 192 v. Bowhay — 295, 540 Riddell, ex parte. . 749 Riddick ». Deposit, &e. Ass. Co. . 706 Ridgway v. Philip. : : 65 v. The Security, &c. Ass. Society 291 Ridley v. Plymouth Gr inding and Baking Co. 154, 156, 200, 226 Rigby v. Connol . . 528 v. Dublin Trunk Railway Co. ca Rio Grande do Sul Steamship Co. ae 2 Risca Coal and Iron Co. -. “#10 Ritso’s case : 13, 770 River Steamer Co. Mitchell (6 Ch. 822) Rivington’s case . 824 Roberts’ case (3 De G&S. 205, 2 Mac. & G. 192 and 14 Jur. 539) z 766, 778, 861 Roberts, ea parte (1 Drew. 204) 15, 16, 766, 861, 863 v, Crowe ‘ 710, 821 —— v. Eberhardt 603 Robertson 7, Sheward 268 Robinson, &c. Brewery Co. Sidney (13 Eq. 228) Robinson’s case (4 Ch. 322) 14, 863 Robinson’s Executors’ case (2 De G. M. & G. 517) . 759, 776, 782, 812 — (6DeG. M. & G. 572) 245, 426, 428, 537, 848 Robinson v. Burbridge 461 v. Chartered Bank . ‘ 465 v. Mollett . . . 501 v. Sheward 269 — v. Thompson 317 —— v. Trevor r 3 920 Robson v. Dodds 5 z 568 ——v. The Earl of Devon . 98, 590 —— v. McCreight 251, 671, 672 Rochdale Property and General Finance Co. 684, 708 Roe v. Fuller . 269 Roffe v. Roscoe. . 475 Rogers’ case (3 Ch. 633). 17, 778* Rogers’ trusts (1 Dr. & Sm. 338) 547 Rogers, ex parte (15 Ch. D, 207. = 488 —— v. Oxford, &. Railway Co. 321, . 568, 601 Rolling Stock Co. of Ireland Shackleford (1 Ch. 567) Rolt v. Hopkinson . 459 Rome v. Young . ‘ «727 Romford Canal Co. 168, 171*, 198, 194, 741 Roney’s case 301, 313, 791, 797 Roots v. Williamson . 476, 477, 479 Rose & Co. v. Gardden Lodge Coal Co. . - 673, 674 Rosewarne ». Billing 488 Ross v. Army and Navy Hotel Co. 193, 198 —— v. Estates Investment Co. . 75* v. Moses. f : » 511 AUTHORITIES REFERRED TO. PAGE Rossmore v. Mowatt . 821, 366 Rotheram Alum, &c. Co. . 147 Rotherhithe, &c. Society . . 916 Routh v. Webster ‘ F . 596 Royal Bank of Australia Boyds (1 De G. & J. 228) Cockburn (4 De G. &Sm. 177). Connell (29 L. J. Ch. 649); Latta (8 De G. & Sm. 186) Meux’s Executors (2 De G. M. & G. 2 522) (4 De G. & Sm. 381) Robinson’s Executors (6 De G. M. & G. 572) —— (2 De G. M. & G. 517) Sutton (3 De G. & Sm. 262) Walker (15 Jur. 853) Royal Bank of India’s case 48, 167, 774, 806, 807 Royal Bank of Scotland v. Cuth- bert 912 Royal British Bank (3 Jur. N.S. 114). ; 672 Brockwell (4 Dr. 205) Frowd (9 W. R.) Mixer (4 De G. & J. 575) Nicol (3 De G. & J. 387) Walton & Hue (3 Jur. N. 8. 853) v. Turquand 165, 167*, 169*, 174, 190, 199 Royal Exchange Assurance Co. v, Moore . ‘ » . 495 v. Vaughan ‘ 98 Royal otal Co. of Great Yar- mouth : » «= 693 Royal Liver Friendly Society . 916 Ruby Consolidated Mining Co. Askew (9 Ch. 664) : Rudge v. Bowman 488, 494, 837 Rudow v. Great Britain Mutual Life Assurance Society 621, 677, 682, 985 Rugby, Warwick, &c. Railway Co. Preece & Evans (2 De G. M. & G. 374) Rule v. Jewell . 826, 535, 582 Rumball v. Metropolitan Bank 67, is Rumney’s case. ; » 785 Russell v. Croysdill 263, 706 v. East Anglian Railway Co. 603 ——v. Reece . 40 —— v. Wakefield Waterworks Co. 563, 566, 570, 571, 572 Russian (Vyksounski) Iron Works Co. 20*, 26 Kineaid (2 Ch. 412) Stewart (1 Ch. 574) Taite (3 Eq. 795) Webster (3 Eq. 740) Whitehouse (3 Eq. 790) Rutherford’s case ; . 806, 835 Ruthin & Cerrig- ieee Rail. Act. 904 Rutter v. Chapman 3 ve 198 Rye’s case . 20*, 772 Ryland ». Delisle ‘ . 428 AUTHORITIES PAGE SABLONIERE Hore. Co. . - 673 Sadler’s case . 42, 808 Sahlgreen’s and Carrall’s case 14, 841 St. George’s Building Society 619, 647* St. George Steam Packet Co. Cropper (1 De G. M. & G. 147) Hamer (2 De G. M. & G. 366 and 3 De G. & Sm. 279) Hennessey (2M. & G. 201 and 3 De G. & Sm. 191) Litchfield (3 De G. & Sm. 141) Maguire (3 De G. & Sm. 31) Pim (3 De G. & Sm. 11) St. James’s Club. . 617, 620 St. Marylebone Joint Stock Bank- ing Co. See Marylebone. Walker (8 De G. M. & G. 607) St. Nazaire Co. , 663, 698, 748 St. Thomas’ Dock Co. . 636, 637, 652* Salman v. Hamburg Co.. eg Salomans v. Laing . . 822, 571, 580, 597, 598, 892 Sander’s case Z és Sanderson, ex parte (1 Mac. & G. 806) 698 Sanderson’s case (3 De G.& 8. 66, and 3 H. 1. C. 698) . 84, 85%, 254, 698, 749, 758, 824, 830 Sanderson’s Patents Association . 641, 646*, 649 Sandy’s case 787, 789* Sangster». Cochrane. - 920 Sankey Brook Coal Co. a » 192 Kadly & Bramall (12 Eq. 472) ». Marsh a 739, 744 Sargent, ex parte 122, 124, 316, 467, 479, 500 Sargood’s claim . 725 Saunders’ case 780, 791, 795*, 805 Savin v. Hoylake Railway Co. 147 Saxon Life Assurance Society. . 184, 258, 261; 735, 864, 892 Anchor (2 J. & H. 408, and 1DeG. J. & Sm. 29) Era (2 J. & H. 408, and 1 De’ G. J. & Sm. 29) Sayles v. Blane . 472, 506 Scadding v. Lorant . 807 Scarth v. Chadwick : . . 569 Schanschieff Electric Battery oa dicate . é . 882 Schibsby v. Westenholz 914 Scholefield v. Redfern. . . 547 Scholey v. Central ee Co. of Venezuela . é 85, 777 Schomberg, ex parte . . 549 Schroder’s case (11 Eq. 131) . 895, 786 Scinde, &c., Bank Corporation 882 Scinde, Punjaub, and Delhi Corporation . 852, 869 Scinde Railway Co. 678 Scott v. Berkeley . 5 24 v. Clifton School Board 223 ». Colburn . : . 192, 199 x. Ebury (Lord) . 149, 248 —— v. Hastings (Lord) . . 461 REFERRED TO. xlvii PAGE Scott v. Izon . ; 583 v. Mayor of Manchester . 209 Scottish Petroleum Co. 21, 124, 157, 418, 777 Anderson (17 Ch. D. 373) Scottish and Universal Finance Bank . 0*, 25 Ship’s case (2 DeG. J. & Sm, 544) Scrimgeour’s claim =. . 514 Scully, ex parte 802, 803, 826, 831 Sculthorpe v. Tipper . ‘ . 547 Sea, Fire and Life Assurance Co. Greenwood (8 De G. M. & G. 459) Gwyn (1 Jur. N. 8. 300) Port of London Assurance Co. (5 De G. M. & G. 465) 279 | : » Seddon v. Connell | Sedgwick, ex parte . 737, 758, 836 | Sea, River and Marine Insurance Co. . : 4 “3 - 651* Seaton v. Grant . . 568 561, 564, 592, 595 388, 627, 646", 858 Seidler, ex parte . . 661 Selwyn v. Harrison ‘ . 882, 887* Serrell v. The Derbyshire, Staf- fordshire, &c., Railway Co. 227, 2382* Sewell’s case . . 393, 402, ie Seymour v. Bridge : Shackleford’s case . "14, 17 m8 Shackleford v. Dangerfield . 113, 419 Sharman’s case ae 59 Sharon’s claim ‘i . 762 Sharp and James’s case . 15, 765, 767, 862 Sharp v. Dawes . 805, 3809 v. Stewart & Co. 4038 v. Taylor 139 Sharpe v. Day 573 Sharpley v. South and East Coast Railway Co. 584 Sharpus’s case : : 664, 761, 771 Shaw’s claim (10 Ch. He 147, 722 Shaw, ex parte (18 Eq. 1 123 —— (2 Q.B. D. 463) . in, 128, 124, 500 —— v. Benson 115, 185, 141 —— ». Fisher . i 64, 473, 492 » Holland. ‘« . 117, 498 —— v. Port ae Gold Mantig Co. é 64, 484* v. Rowley 416, 418, 498 v. Simmons 114 Shears v. Jacob . 203 Shedden v. Patrick 283 Sheehy v. Professional Life Assur- ance Co. . 914 Sheerness Waterworks Co.” ”. Polson . 708 Sheffield’s case (Johns. 451). 73, 84*, 85*, 86%, 166, 772 Sheffield, The Earl of v. London Joint Stock Bank . . 481% Sheffield, &c., Gas Co. v. Harrison ee Sheffield and Hallamshire Ancient Order of Foresters Fountain (11 Jur. N. 8. 5538) xviii AUTHORITIES PAGE Sheffield, &c. Railway Co. v. Woodcock 49*, 51, 108, 328, 329, 416, 419, 421 Sheffield Nickel Co. vy. Unwin 165, oe Sheffield and S. York Permanent Building Society . : ot de Shepherd’s case 121, 466, 833, 835 Shepherd v. Gillespie 493, 505, 510 Sheppard v. Murphy 491, 505, 506, 510 —v. Oxenford 133, 1385, 189*, 565, 524 593, 594 —— v. Scinde, ere and Delhi Railway Co. 870 Sherrington’s case . 779 Sherwood Loan Co. : 627, 642, 647* Smith (1 Sim. N.S. 165) Shewell’s case ‘ . 747*, 799, 804 Shield v. Great Northern Railway Co. 38, 911 Shields Marine Insurance Associ- ation . 621, 655 Lee & Moor (5 ‘Eq. 368) Ship’s case . 20*, 25, 122, 625, 749, 754, 772 Ship v. Croskill 7s, 89) Shipman’s case : a . 836 Shirreff’s case. d "730%, 731 Shortridge v. Bosanquet 56*, 61, 423; 560, 596 Shrapnell’s case : - 810, 828 Shrewsbury, Earl of +. North Stafford Railway Co. 147, 150, 151, 153* Shrewsbury and Birmingham Rail- way Co. v. North Western Railway Co. 202 —— v. Stour Valley Railway ‘Co. 323 Shrewsbury and Leicester Direct Railway Co. Riddell (1 Simons, N. S. 402) Shrimpton v. Sidmouth Railway Co, 292 Shropshire “Union Railway and Canal Co. v. Anderson 59, 60, 108, 414, 421 v. Regina 54, 64, 104, 485 Sibley v. Minton . ‘ 95, 560 Sibson v. Edgworth 33, 565, 567 Sichell’s case (8 Ch. 119) 124, 125, 806, 836 Sichell, ew parte (1 Sim. N.S. 187) 765%, 860*, 861, 862 Siddall, ve . F 115, 135 Sidney’s case 761, 763, 793, 797, 889 Silber Light Co. v. Silber’ , . 573 Silkstone and Dodworth Iron Co. 680 Whitworth (19 Ch. D. 118) Silkstone Fall Colliery Co. 877 Silver Valley Mines ‘as Ch. b. 472) . 615 (21 Ch. Dz. 381) ‘ » . 863 Simm v. Anglo-American Tele- graph Co. 54, 60, 64*, 484, 787 Simons x. Patchett . . 241 Simpson’s ee (9 Eq. on noone 22 — (4 Ch. 184) : - 778 REFERRED To. PAGE Simpson’s claim (36 Ch. D. 532) —161, 185 Simpson v. Denison . 321, 323, 571, 598 —— v. Lord Howden . é «153 v. Rand. . 518 —— v. Westminster Palace Hotel Co. 5 202, 317, 566, 570, 601 Singleton v. Selwyn ij - 570 Sir John Moore Gold Mining Co. 878 Skegness Tramway Co. . » . 147 Skinner v. City of London Marine Insurance Corporation 638, 124, 470, 491 v. Lambert 267, 427, 565 Slatter’s Executors . . 688, 861 Slattery’s case. é : 13 Slim v. Croucher . . 218 Small v. Attwood 271, 566 —— v. Smith F . 200, 922 Smallcombe’s case . 519%, 522, 5238, 822 Smallpage’s case. . 861’ Smart v. West Ham Union . ae QT, Smith’s case (2 Ch. 604 &4 L. R. H. L. 64) 123, 771, 777 —— (1Ch. D. 481) 872 -——— (4 Ch. 611) 53, 759, (4 De G. & J. 544) Smith, ex parte (1 Sim. N. 8. 165) an (3 Ch. 125). 715, 743, 865 — (39 Ch. D. 546). «14, 156, 157, 158, 305 Smith, Fleming & Co.’s case . 685, Me 389 Smith, Knight & Co., re. Ashbury (5 Eq. 223) Gibson (4 Ch. 663) Weston (6 Eq. 238) —— (4 Ch. 20) Smith, Mackrill, re (3 Ch. 125) . 678 Smith v. Anderson 114, 185, 141 . 672, 691 v. Birmingham Gas Co. . 209 —v. Cannan. . 549 v, Chadwick . al, 71", 89, 590 ». Cork and Bandon 1 Railway Co, . » 401 v» Goldsworthy ‘ 267, 299, 320, 322, 393%, 427, 565 v. Hull Glass Co. . 154, 159*, 160, 161, 1638, 168*, 178*, 205 WL . Lloyd. . 916 v. Manchester (Duke of). » eel, 571, 599 v. Morgan . : » 721 v. Pilkington . : . 920 v. Reese River Co. . 73, 75*, 76, 213, 428, 597 Snell’s case Sneyds, ex parte . Snook v. Watts. ‘ ¢ 40 Société Générale de Paris Geen (8 App. 606) Walker (11 App. 20) —— v, Tramways nion Co. . 205 —— v. Walker 205, 454, 470, 472, 476, 477*, 479%, 490 Society of Practical Knowledge v% Abbott 168, 278, 815, 370* 520, 526, 840 : oe eee AUTHORITIES REFERRED TO. PAGE Somerville’s case 60, 122, 271, 769 Somes v. Currie . 98, 454, 870 Soulby v. Smith . 267 Southall v. British Mutual Life Assurance Society 367, 598, 601, 894, 895 Southampton Dock Co. 7 Arnett 409 —— v. Richards 59, 106, 313, 409*, 414 Southampton, Isle of Wight, &c., Steamboat Co. Bird (4 De G. J. & S. 201) Hopkins’ Executurs (4 De G. J. & 8. 342) Webb (9 Jur. N. S. 856) v. Rawlins . : 264 South Barrule Slate Quarry ‘Co. 663, 882, 890 South Blackpool Hotel Co. James (8 Eq. 225) Migotti (4 Eq. 238) South Carolina Bank v. Case 909 South Durham Brewery Co. 118, 261, 322 , B84, 344, 396, 405 South Durham Iron Co. Smith (11 Ch. D. 579) South - Eastern Railway Co.’s claim . . . 806 South - Eastern Railway Co. v. Hebblewhite 300, 409, 411, 414 Southern Railway Co. . 279 South Essex Estuary Co. Chorley (11 Eq. 157) Paine & Layton (4 Ch. 215) South Essex Gas Light and Coke Co. Hulett (2 J. & H. 306) Stears (Johnson, 480) South of France Co. Baron de Beville (7 Eq. 11) South of Ireland Coll. Co.: v. Waddle 220, 222, 223, 228 South Kensington Co-operative Stores 680, 681 South Lady Bertha ‘Mining Co. 619, '646* South Llanharran Colliery Co. Jegon (12 Ch. D. 503) South London Fish Market Co. 464, 620, 628, 648, 825, 829 Southport and West Lancashire Banking Co. Fisher (31 Ch. D. 120) Sherrington (31 Ch. D. 120) South Staffordshire Railway Co. v. Burnside. 551, 555, 815 South Wales Atlantic Steamship Co ok ee ye Dy OBL South Wales ey Co. v. Redmond ‘ 200 Southwark Water Co. wv. Quick 595 South Western Loan Co. wv. Robertson . « : . . 461 Spackman’s case. See Spackman ». Evans Spackman, ex parte (1 De G. & S. 599 & 1 Mac. &G.170) . 617, 649*, 901 xlix PAGE Spackman v. Evans 53, 179, 312, 519*, 520, 522, 523, 532, 538, 845 — v. Lattimore 24, 147, 598 Spargo’s case : . 743, 784, 785 spores v. Liverpool Waterworks 535 Sparling v. Parker 449, 452 Sparrow v, Farmer. - 920 Spence’s case (17 Beav. 203) . 426, 538, 814 —— (6 Ch. 362). » 260", 735 Spence’s Patent, &c., Cement Co. 650* Spencer v. Newton - « 268 Spiller v. Johnson 269 v. Maude 3 917 v, Paris Skating Rink . 149 Spittal v. Smith ‘ 569 Spottiswoode’s case 766, 767 Spurgin 7. White - . 808 Stace and Worth’s case . 17, 53, 122, 184, 323, 759, 774%, 892 Stafford (Mayor of) v. Till . . 220 Staffordshire and Shropshire Rail. Co. Bowen & Martin (20 L. J. Ch. 856) Stainbank v. Fernley . 592, 593 Standing v. Bowring . : . 467 Stanhope’s case (1 Ch. 161) . 313, 520, 523, 532, 538, 845 — (3 DeG. & Sm. 198)" ‘ 518*, 838*, 839, 863 Stanhope Silkstone Collieries Co, 678 Stanley’s case 192 Stanley v. Chester and Bir kenhead Railway Co. 150, 158, 258 Stapleford Colliery Co. Barrow (14 Ch. D. 432) Stapleton, ex parte. . 861 Stark v. Highgate Archway | Co. 186 State Fire Insurance Co. 249, 737 Meredith’s case and Conver’s case (1 N. R. 510) Times Assurance Co. (2 Hem. & M, 722) Steadman v. Arden . ‘ zZ 30 Steam Stoker Co. F 5 626 Stearic Acid Co. 307, 879 Stears, ex parte. . 226, 328 Stears v. South Essex Gas Co. 328 Steele v. Harmer . 185 v. North . Metropolitan Rail- way Co. 824 v. Sutton Gas Co. - 442 Steigenberger v. Carr . s ‘i 25 Stent v. Bailis s 494 Stephen, ve (2 Ph. 562) F 606 Stephens, ea parte (3 Ch. 753) 727 v. De Medina 498 Stevens, re (Ir. Rep. 6 Eq. 604) - 906 »v. Guppy 492 v Mid Hants Railway Co. | 906 —— v. Midland Counties Railway Co. 210 v, South Devon Railway Co. 317 401, 429, 480, 572, 600 Steveny’ Hospital v. Dyas’ : 223 ] AUTHORITIES REFERRED TO. PAGE Stevenson, ex parte (32 L. J. Ch. 97) . : , . 855 —— v. McLean i 14 Steward v. Dunn 110, 268, 269 —— v. Greaves ‘ 4 . 268, 604 Stewart’s case (1 Ch. 574). “el*, 26*, 122, 312, 772 (1 Ch. 511) ‘ ’ 520, 532 Stewart v. Anglo- Californian Gold Co. i; 45, 59, 64, 529 v. Cauty | "498, 508 Stirling’s case ‘ : " 817, 818 Stirling v. Maitland z . + 4729 Stock’s case (2 J. & H. 441) 178, 180, 199 — (22L. J. Ch. 218) . 765, 766 — (4DeG. J. & Sm. 426) . 801, 790, 795 Stocken’s case ‘ ‘ . . 584 Stocker v. Wedderburn 585*, 587 Stockton Iron Furnace Co. . 679, 721 Stockton Malleable Iron Co. 124, 458 Stoke’s case A 822, 830* Stone’s case 220, 690 Stone v. City and County Bank . 758, 776, 877, 880 Storforth Lane Colliery Co. . . 686 Storm v. Sterling . - . 230 Straffon's Executors’ case 52, 316, 751, 758*, 812, 824, 860 Straker v. Wilson . . 545, 546 Strand Music Hall Co. 193 European and American Finance Co. (35 Beav. 1538) Strang, ex parte . 557, 743 Stranton Iron and Steel Co. . 809, 464, 465, 466 Barnett (19 Eq. 449) Stratford and Moreton Railway Co. v. Stratton é . 416, 417 Stray v. Russell 467, 491, 493, 496, 501, 506*, 514 Strick v. Swansea Tin Plate Co. 528, 843 Stringer’s case (4 Ch. 475 & 493). 278, 414, 430, 433, 694, 695, 696, 787, 854, 863 Stringer, ex parte (9 Q. B. D. 486) 459, 466 Stroud v. Gwyer . 543, 546 Stuart v. Lord Bute . ¥ 441 Stuart’s Trusts, ve . 5 » . 486 Stubb’s case ‘ “ ‘ - 738 Stubbs v. Lister . 532, 535* Studdert v. Grosvenor 310, 321, 322, 571, 598, 599 Studley, ex parte zs 76 5* Stupart ». Arrowsmith 317, 583*, 594 Bie v. Eastern Union Railway Sturt & Co. . Pearcy (13 Eq. 309) Styles v. Cardiff Steamboat: Co. . 205, 210 . 682, 633, 634, 639, 641, 650* . 401, 569 Suburban Hotel Co. Suche & Co. (Joseph) . 685, 719, 720 Sudlow & Kingdom, re . r 670 Sudlow v, Dutch-Rhenish Railway Co. r 528, 909, 913 Sullivan v. ‘Mitcalfe 5 ae 92 Sunderland Universal Building Society 614, 619, 627, 876, 922 Sunderland Marine Insurance Co. v. Kearney. , $ » 246 Sunken Vessels Recovery Co., Limited Wood (2 De G. & J. 8b) Sutton’s case. » 818 Sutton v. Tatham . é a. 2g 518* Swan’s case (10 Eq. 675). - 691 Swan, ex parte (7 C. B. N.S. 400) or — v. North British Australian ‘0. . 62, 472, 486*, 487 Swansea Dock Co. v. Levien - 800, 409 Swansea Friendly Society . . 43 Sweeting v. Pearce . Z » 515 Sweny v. Smith . 532, 534, 571 Swift v. Jewsbury 207, 217 v. Pannell. ‘ = « 198 Swire v. Francis . « 2li* Sykes’ case. 3 : 377, 669, 786 Sykes v. Beadon. 114, 135, 140, 141 Symes v. Hughes 5 . 139 Symon’s case . 128, 811, 828 Tart v. Harrison Tahiti Cotton Co. Sargent (17 Eq. 273) Taite’s case. s 28 Talbot’s case . ‘250, 251, 412, 854, 862 Tal-y-Drws Slate Co. Mackley (1 Ch. D. 24) Tambracherry Estates Co. . 408 Tanner's case . 766 Taunton v. Royal Insurance Co. 161, 168, 318, 599, 601 156, 664, 665, 822, 824, 825, 832, 878 247, 466, 601 Taurine Co. Tavarone Mining Co. Pritchard (8 Ch. 956) Tavistock Ironworks Co. Lyster (4 Eq. 233) Tayler v. Great India Peninsula Railway Co, . 62, 473*, 486, 497 Taylor, Ben parte (14 Ch. D. 398) ae v. Blakelock ‘ P . 476 ». Bowers , ~ . 189 v. Chichester and Midhurst Railway Co. . v Genwi Gas Co. 38, 148, oe v. Dulwich Hospital 220, a v. Hughes 52, 56*, 61, 423, 466, ” 560, 596, — » Ifill . : ' v. Lendy . . 189 v. Pilse, &e. , Light Co. 334, 344, 402, 602 441, 595 — v. Rundell AUTHORITIES REFERRED TO. li PAGE Taylor v. Salmon . 566 —— v. Stray. 507, 513* —— »v. Taylor 813 Teasdale’s case 402, 526, 530, 840 Teete’s case . : 732, 735 Teignmouth, &c., " Shipping Asso- ciation. Martin (14 Eq. 148) Telegraph Construction Co.. 403, 732 Telegraph Despatch Co. v. McLean 247, 249 Telford v. Metropolitan Board of Works j Teme Valley Railway Co. Forbes (19 Eq. 353) Tempest v. Kilner Tenant v. Elliott . Tennant v. City of Glasgow Bank 753, 324 453, 498, fn 140 776 Tepper v. Nicholls 452 Terrell’s case . . 126, 148 Terrell v. Hutton 148, 149, 714, 722, 724 Teversham v. Cameron’s Coalbrook Co. . : 193, 226, 328, 388 Thacker v. Hardy . ‘ 488, 501 Thames Haven Dock Co. v. Hall 221, 265, 415, 428 157, 174*, 299, 409, 415, 428, 604 Thames Plate Glass Co. v. Land and Sea Telegraph Co. 673, 675, 699 Thames Tunnel Co. v. Sheldon 19, 420 Thetford School case . ‘ . 312 Theys, cx parte 697, 719, 739, 740, 744 Thomas’s case (13 Eq. 437) . 520, 840 (1 De G. J. & S. 579) . 812 —— v. Rose Thomas, ex parte (18 Bq. 17, ee 123 —— (9 C. B. 740) . 848 v. Bishop "931, 232* v. Clark 95, 254 ——v. Hobler . 254, 567 — v. Patent Lionite Co. 665, 673, 678, 680, 717, 720, 721, 878, 968, 969 v Wells : . 608, 672 Thompson v. Harding 59, 129, — —v. Norris. . 3 . 671, 850 — »v. Planet Building Society 916, 921 v. Universal Salvage Co. 185, 295, 670 —— v. Wesleyan Newspaper Asso- ciation 185 Thomson’s case (1 De G.J. & Sm. 749) . 778, 779 Thorn v. Croft . 920 Thornton, ex parte . 282, 666 v. Ellis . 542 v. Kempson. . 451 Tierney, re. 922 Tilleard, re. . (147 Tilson v. Warwick Gas Light Co. 146 Times Fire Assurance Co. 625, 628, 646*, 660 Times Life Assurance, &c., Co. (5 Ch. 381) . : . 260*, 735 —— (9 Eq. 382) 659 Timms v. Williams 916 PAGE Tipperary Joint Stock Banking Co, Ginger (5 Ir. Ch. Rep. 174) Scully (6 Iv. Ch. Rep. 72) Stirling (6 Ir. Ch. Rep. 180) ee ». Johns . 95, 96 im, ex parte 672 Todd > Wright . 268 Toll v. Lee 95, 96, 294 Tomkinson v. South Eastern Rail- way Co. 322, 571, 579, 599 Tomlinson v. Tomlinson . 452 Tondeur, ex parte 729 zoe cx parte . 416 Topham v. Greenside "Fire “Brick : 196, 198 igi ext parte é . 269, 550 Torquay Bath Co. » TLS, 614, 875 Torrington v. Lowe 509 Tosh v. North British ‘Building Society 524, 861, 872, 920 Tothill’s case ; 313, 790, 795* Totterdell v. Fareham Brick Co. 156, 161, 228, 338 Totty, ex parte - 709 Touche v. Metropolitan. Railway Co. ‘ 148, 158 Towne v. London and Limerick Steamship Co. . 264 Towns Drainage Co. Morton (16 Eq. 104) Townsend’s case . 14,15 Townsend v. Ash . 451 Trade Auxiliary Co. v. Vickers 578 Traders’ North Staffordshire Carrying Co. ‘ 680 Trades Bank Co. ; 686 Traill v. Baring : 70 Transatlantic Go. v. Pietroni - 913 Tredinnick v. Oliver . 454, 463 Tredwen v. Bourne 25, 64, 95, 192, 205, 293 Trent & Humber Co. Bailey and Leetham (8 Eq. 94) Cambrian Steam Packet Co. (4 Ch. 112 and 6 Eq. 396) Trent c= Ghester, &c., Rail- way C Dale ‘3 De G. & Sm. 11) Tretoil & Messer Mining Co. 619, 646*, 670 Trevor v. Whitworth . 119, 206, 322, 334, 402, 432, 520, 526*, 527, 599, 838 Trinder » Trinder 541 Tring, Reading and Basingstoke Railway Co., re 656 Barber (1 Mac. & G. 176), Cox (3 De G. & Sm. 180) Trinity House of Hull v. Beadle. 310 Tripp v. Chard nee Co. 2 271 Troup’s case . . . 883* Troutbeck, ex parte 642, 646* Trower and Lawson's case » . 691 Trueman’s Estate . 70% Tufnell’s case . . 124, 763 Tumacacori Mining Co. . 626, 628, 632, 640, 645*, 651 lu AUTHORITIES REFERRED TO. PAGE Tunis Railway Co. . 711, 883 Tunnel Mining Co. Pool (35 Ch. D. 579) Turner, ex parte (8 De G. & J. 46) 488 (8 De G. & S. 127). 660 —— & James, ex parte (8 DeG. & 8, 127, and 2 Mac. & G. 169) 622, 623, 646*, 660 —— vv. Borlase . 593 ——v. Hill . : : - . 598 —— vv. Metropolitan Live Stock Co. : . ‘ 45 —— v. Tyacke 593 Turney v. Bayiey 440 Turnley & Oliver, ca parte . . 698 Turquand v. Kirby. . 707, 813 v. Marshall . 311, 371, 373, 374, 376, 877, 378, 389, 433, 441, 707 Twycross v. Grant 70, 90, 92, 496 Utstrer Land Co., Limited 693 Ulverstone Railway Co. v. Com- missioners of Inland Revenue. 469 Underhill v. Devereux . 281 Underwood’s case . 664, 710, 846, 849, 852, 868 Union Bank of Calcutta Watson (3 De G. & Sm. 253) Union Bank of Kingston-upon- Hull 208, 881, 8838, 896, 972 Union Bank of Manchester Jackson (12 Eq. 354) Union Bank of Scotland v. Na- tional Bank of Scotland Union Cement and Brick Co. Pulbrook (4 Ch. 627) Union Rubber Co. v. Hibbard . 910 United Kingdom, &c. Building Association : 5 - 704 United Kingdom Mutual Steam Assurance Assoc. v. Nevill 46, 428 United Kingdom Shipowning Co. Felgate (2 De G. J. & S. 456) United Ports and General Insur- ance Co. . 4 . i Adams (13 Eq. 474) Beck (9 Ch. 392) Even (16 Eq. 354) Perrett (15 Eq. 250) Wynne (8 Ch. 1002) v. Hill 3 ‘ United Service Co. . Hall (5 Ch. 707) Johnston (6 Ch. 212) United Stock Exchange, Limited Philp & Kidd (28 Ch. D. 183) Unity General Bread and Flour Co. Hirtzel (2 De G. F. & J. 653) Unity Joint-Stock Banking Assoc. King (3 De G. & J. 63) Universal Bank, ve 2S Universal Banking Corporation Gunn (3 Ch. 40) Harrison (3 Ch. 638) Rogers (3 Ch. 633) Stracy (5 Ch. 492) 459 264 665 659 662 660 ‘ PAGI Universa] Disinfector Co, . . 678 Universal Life Assurance Co. . 741 Universal Non-tariff Fire Insur- ance Co, Ritso (4 Ch. D. 774) Universal Provident Life Assoc. Bell (22 Beay. 35) Daniell (22 Beay. 43) (2) (28 Beav. 568) Holt (22 Beav. 48) Munt (22 Beav. 55) Universal Salvage Co. Mansfield (2 M. & G. 57) (3 De G. & Sm. 58) Murray (5 De G. M. & G. 746) Sharpus (3 De G. & Sm. 49) Smallbone (14 Jur. 103) Woodfall (3 De G. & Sm. 63) Universal Tontine Life Insur. Co. Dee (3 De G. & Sm. 112) Upfill’s case (Hutton v, Upfill, 2 H. L. C. 674) 764*, 765*, 767 —— (1 Sim. N. S. 395 851, 861 Upton v. Brown . . az » 545 Uruguay Central & Hygueritas Railway Co. of Monte Video . 625%, 636, 648* Vale of Neath and South Wales Brewery Co. Gordon (3 De G. & Sm. 249) Hitchcock (3 De G. & Sm. 92) Hollwey (1 De G. & Sm. 777) Keene’s Executors (3 De G. M. & G. 272) Kluht (3 De G. & Sm. 210) Morgan (1 De G. & Sm. 750 and 1 M. & G. 225) Richmond’s Executors (3 De G. & Sm. 96) Walters (3 De G. & Sm. 149) No. 2 (3 De G. & Sm. 244) White (8 De G. & Sm. 157) Vale of Neath, &c. Joint-Stock Co. Lawes (1 De G. M. & G. 421) Vallée v, Dumergue ‘ . old Valpy & Chaplin, ex parte - 208 Vance v. The East Lancashire Railway Co. 321, 323, 598 Van Diemen’s Land Co. v. Cock- erell ‘ ‘ 5 . 582 Vane v. Cobbold 3 Van Sandau v. Moore . . 88, 34 266, 561, 564*, 609* Varney v. Hickman ; - . 139 Venables v. Schweitzer : . 691 Venezuela (Directors of Central Railway Co. of) v. Kischh . . 74 Vertue v. East Anglian Railway Co. . F ‘ ‘ , . 194 Vice v. Anson 21, 65*, 96*, 205, 453 Victoria Permanent Benefit Build- ing, &e. Society Empson (9 Eq. 597) Hill (9 Eq. 605) Jones (9 Eq. 605) AUTHORITIES REFERRED TO. PAGE Vigers uv. Pike . 281, 572 Vining’s case 842, 897 Vivyan v. Mowatt . ae 97 Vollans v. Fletcher . 4, 16 Vron Colliery Co., 20 Ch. D. 1a? 677 Waa Wynaad sue Gold Min- ing Co. . - 626, 1029 Walburn ». Ingilby "9, 133*, 134, 569 Walker's case (6 Eq. 30). . 828 —(2Eq. 554) . . 886, 837, 861 — (8 DeG. M. & G. 607) 244, 839, 851 — (2Jur. N.S. 1216). . 520 Walker, ex parte (1 De G. & Sm. 585, 1 H. & T. 100, and 13 Jur. 157) 640*, 661 — (15 Jur. 853) . 704 Walker v. Banagher Distillery’ Co. 673, 676 — v. Bartlett 96, 453, 468, 472, 493, 506, 510 v, General Mutual Building Society. - 920, 921 v. Great Western Railway Co. . 161 — v. London Tramways Co. 119, 315, 334 v. Milne , : » « 452 Wall’s case (15 Eq. a 14, 770 Wallis’s case $ ‘ ‘ 14 Walsh’s case . F F -~ « #89 Walstab, ex purte Fi - 766 v. Spottiswoode ‘31, 34*, 128 Walter's case (3 De G. & Sm. 244) 518, 839 — (3 De G. & Sm. 149, and 19 L, J. Ch. 501). 791, 796*, 824 Walter, ex parte (3DeG. & S. 2). 628 Walton’s estate (23 Beav. 480) . 540 Walton, ex parte (17 Ch. D. 746). 553 —— (3 Jur. N.S. 853) . . . 861 Walton v. Edge 524, 861, 872, 920 Walton and Hue. 831 Walworth v. Holt . e 565, 594 Warburton v. Hill =. = . 461 Ward’s case (10 Eq. 659). 14, 769 (4Eq. 189). . . . 121 ——(2Ch. 431). . .. 121 (2 Eq. 226) : ‘ 833, 834 Ward and Garfit’s case Ward and Henry’s cases 833, 834, 835 470, 500, 833, 835 Ward, cx parte (L. R. 83 Ex. 180) 44, 121, 123 — (20 Ch. D. 356) . » 489 Ward v. Combe. : » = 545 v. Londesborough ‘ . 31 —— ». Sittingbourne and Sheer- ness Railway Co.. . 567 — vv. Society of Attornies 98, 323%, 598 — v. South - Eastern Railway Co. 54, 60, 61, 63, 108, 471 Ware v. Camberledge . , « 452 L.c. hii PAGE Ware v. Grand Junction Water- works 324, 601 —— v. Regent’s Canalo. . . 264 Waring, cx parte we N. 1866, 390) 1 —— (19 Vesey, 345) 12" Warkworth Dock Co. Phillips (18 Beav. 629) Warrant Finance Co.'s case (5 Ch. 88) . : . 699 — (4 Ch. 643). Lo. 785 — (No. 2), (10 Eq. 11) 725, 724 Warren’s Blacking 7 Pentelow (4 Gh. 178). Warwick and Worcester Railway Co, (13 Jur. 651). ‘ 620 ——~ (27 L. J. Ch. 735). 723 Parbury (3 De G. F. & J. 80) Pell (3 De G. & Sm. 170) Prichard (5 De G. M. & G. 495) Washoe Mining Co. v. Ferguson. 263 Waterford, Dungarvan and Lid- more Railway “Co. (5L. R. Ty 108, 584) : 436 Waterford, &e., Railway Co. (i. Rep. 4 Eq. ee : z 903 — v. Dalbiac . : » 411 —— v. Logan 422 — v. Pidcock 45, 46, 50, 59, 60*, 105, 107, 108, 426, 421 Waterhouse v. Jamieson. 395, 787 Waterloo Life Assurance Co. (31 Beav. 586) ‘ 127, 624, 678 — (4N. R. 207). ‘ . . 697 Carr (83 Beav. 542) Paul & Beresford (33 Beay. 204) Saunders (2 De G. J. & S. 101) Waterlow v. Sharp . ‘i - . Il Waters v. Taylor. 575, 600 Watkin, ex parte . . . . 704 Watkins v. Clark 3 » 275 v. Huntley 494 Watson, ex parte (re "Caleutta Bank, 3 De G. & S. 253) 561, 622, 639*, 651 —— (21 Q. B. D. 801) 163, 177, 189, 190, 191, 919 Watson v. Black. « 452 —— vv. Cave . 3 . 569, 570 —— v. Charlemont 35*, 145 v. Eales 417, 418, 424*, 532, bast, 59 —— v. Mid Wales Railway Co. . 275 ». Spratley. aj 2 9, 453 Watson, Kipling & Co. . » . 682 Watts v. Jetfryes ‘ ‘ . 461 v. Porter é a . » 461 v. Salter . : 83*, 34* Weald of Kent Canal Co. v. Robin- son . ‘ 426, 587 ‘Wear Engine Works Co.. » . 654 Wearmouth Crown Glass Co. . 681 Webb’s case . ‘ oa 62 Webb v. Commissioners of Herne Bay. < 163, 171*, 193 —— »v. Earle. i ‘ 400, 435 —v. Taylor . ‘i i . 268 *e liv AUTHORITIES REFERRED TO. PAGE Webb v. Whiffin . 394, 754, 821, 851, 856, 857 Webster’s case (2 Eq. 741) 21, 25, 26*, 122, 772 — feat J.Ch. 188), « (BMS Wedgwood Coal and Tron Co. . 711, 881 Anderson (7 Ch. D. 75). Weekley v. Weekley 452, 453 Weeks v. Propert . . 89, 242 Weikersheim’s case 59, 758, 806, 807 Weir v. Barnett . . . . 244 v Bell . . §8, 89* Weiss, re . : 268, 295, 671 Welland Railway Co, v. Berrie’ 417, 909, 910 v. Blake. 414, 427, 537 Wellington Reversionary Annuity and Life Assurance Soc. Conquest (1 Ch. D. 334). Wells v. Mayor of Hull . 2 223 v. Williams. ‘ 37 Welsh Flannel and Tweed Co. 847, 879 Welsh Potosi Mining Co. . 613 Birch (2 De G. ‘& J. 10). Clarke (2 De G. & J. 245). Lofthouse (2 De G. & J. 69). Tobin (7 W. R, 4). Wenlock Lee v. River Dee Co. 112, 162, 168, 164, 165, 176, 187, 189*, 191 Wentworth v. Chevell. 537, 544 Werle & Co. v. Colquhoun. «911 | West’s case ‘ 5 191, 192 Westbourne Grove Drapery Co. (5 Ch. D. 248) . 720, 732 —— (W. N. 1878, 195). . 885 Westcomb’s case. 5 . . 868 West Cork Railway Co... » 905 West Cornwall Railway Co. v. Mowatt . 5 ‘ 105, 192, 396 West Cumberland Iron and Steel Co. - 665 1029 West Devon Great Consols Mine (27 Ch. D. 106) 325, 658, 705 —(38Ch.D.51) . . . 699 West of England Bank . - « 720 Booker (14 Ch. D. 317) Brown (12 Ch. D. 823) Budden and Roberts (12 Ch. D. 288) Hatcher (12 Ch. D. 284) - West of England and South Wales District Bank. Swansea eel Society (11 Ch. D. 768 Dale & Co. (11 a os 772) West Ham Distillery Whittel (2 De &. a 3. 577) West Hartlepool Iron Works ae (10 Ch, 618) : 637 —— (10.Ch. 629) ; - 660 — (34L. T., N.S. 570) - . 682 Gray (1 Ch. D. 664) West India Steamship Co. . . 844 West Jewell Tin Mining Co. Weston (10 Ch. D. 579). ‘ West London Commercial Bank. 717 PAGE West London Commercial Bank ». Kitson . . 231, 242. West London Railway Co. 2. ue nard 313 West Riding Union Banking Co. Turner (19 Ch. D. 105). West Silver Bank Mining Co. . 986 West Surrey Tanning Co. 640, 645* West v. West ‘ 108, 467 Western Bank of Scotland v, Addie a 1 — v. Bairds 373* Western Benefit Building Society 657° Western of Canada Oil, &c., Co. (17 Eq. 1) 630, 635, 636, 637, 652 — (6Ch. D. 109) . 691 Carling (20 Eq. 580 and 1 Ch. D. 115) Hespeler (1 Ch. D. 115) Walsh (1 Ch. D. 115) v. Walker . : 263 Western Life Assurance Society (11Eq.164) . . 735 —— (5 Ch. 396) 702, Willett (5 Ch. 396) Western Suburban Building Society v. Martin . Westman v. Alcticbolaget &e. Fabrik 909° Westminster Silver Lead Ore Co. (Duchess of) . 749, 786 Weston’s case (10 Ch. D. 579) . 367, 696, 699 — (4 Ch. 20, and 6 Eq. 238) . 464, 465, 665, 821, 825, 827, 834, 835, 878, 889° (5 Ch. 614) 800, 803, 811, 828 Westropp v. Solomon . ‘494, "515" Wexford and Valencia Railway Co. Fisher (3 De G. & Sm. 116) Wey and Arun Junction Canal Co. 618, 647* Whaley Bridge Co. v. Green 347, 349, 356*, 361* Wheal Anne Mining Co. _ Ww. R. 330) . - . 619 (30 Beav. 601) z a 653* Wheal Buller Consols 148, 301, 792, 793, 795* Wheal Lovell Mining Co. Wyld (1 M. & G. 1) © Wheal Unity Wood Mining Co. Chynoweth (15 Ch. D. 18) Wheal Virtue Mining Co. . . 686 Wheal Vyvyan Maou Co. ‘Wescomb (9 Ch. 553) Wheatley v. Silkstone Coal Co. . 197 Wheeler 7, Van Wart ‘ . 609* Waaney) ex parte (138 Q. B.D. 476) 848° White's case GB De G. & Sm. 157) 42," 808 — ee Ch. a 511) . 785" — (3E nee . i 833, 834 White v. ais Railway Co, 198° 563 Whitehead v. Izod. . - 889 , AUTHORITIES REFERRED TO. lv PAGE Whitehead v, Whitehead » . 547 Whitehouse’s case (3 Eq. 790). 28 Whitehouse & Co., ve (9 Ch. D. 595) 742, 744 Whitfield v. South-Eastern Rail- way Co. » . 209 Whitley Partners, Limited 19, 119, 797, 935 Whittet’s case 60, 748 Whitworth’s case . é 690, 691 Wigan v. Fowler 138 Wightwick v. Lord 542 Wilby v. West Cornwall Railway Co. 200 Wilde ». Stannar 7 - : 295 Wilkins v. Roebuck 148 Wilkinson’s case 26, “28, 771, 773 Wilkinson v. Anglo- -Californian Gold Co... qi : 45, 59, 64 v. Lloyd . 467, 491, 493 Willes v. Greenhill 5 » 205 Willey v. Parratt : 3 33 Williams’ case (1 Ch. D. 576) 802, 808, 805, 827, 828 =a &H.400) 2... 785 9 Eq. 225) . 828 Williams, ex parte (2 Eq. 216) 357, 722 (1 Sim. N. 8. 57) 652*, 653* ——v. Archer . . , . 499 — vv. Aspinall . 286 v. Beaumont - 267 v. Colonial Bank 474, 475, 481*, 913 v. Harding 550, 556, 708, 848 v. Hathaway : - 247 v. Hayward - 920 v. Hopkins - 720 v, Jones . - 139 ». Pigott . 145 ». Prince of Wales’ Life Co. 440, 598 v. St. George’s Harbour Co. 152%, 224 —- v. Salmond 565, 567, 568 -— v. Swansea Harbour Trustees 88 v. Trye : - 488 Williamson, ex parte 189, 235, 236, 238", 385, 919 —— v. Barbour . A ‘ > 205 Willison v. Patteson . 37 Willmott v. London Celluloid ‘Co. 197, 669 Wills v. Bridge . . 469 —— v. Murray 58, 307, 308, 415, 496, 587 — v. Sutherland 267, 427, 565 Wilmot v. Corporation of Coventry 220, 221 Wilson’s case (8 Eq. re 123 (9 Eq. 706) . 733 — (12 Ha. 516). 694 Wilson, ex parte (8 Ch. - 45) 696 —— (7 Ch. 45) . 699 —— ». Bury (Lord) * - 364 —— v. Birkenhead, &c., Railway Co. 425, 427 v. Caledonian Bailway Co. . 103 PAGE Wilson v. Church . 80, 265, 570 —— v. Craven - 268 », Curzon . 363, 606 v. Keating . 499, 802 v. Miers Fi . 207*, 241 —— v. Natal Investment Co. . 675 v. Stanhope . 565, 593 —— v. Strugne 1 . 139 », Tumman . 149, 176 —v. Wallani.. - 553 —— v. West Hartlepool Rail. Co. 160, 223, 228 », Wilson 802, 3803 Wiltshire Iron Co. Pearson (3 Ch. 443) —— v. Great Western Rail. Co. 668%, 672, 754 Winch v. Birkenhead Rail. Co. 202, 207, 322, 572, 580, 598, 601, 892 Wincham Shipbuilding Boiler and Salt Co. Hallmark (9 Ch. D. 329) Poole, Jackson & White (9 Ch. D. 322) Winehouse v. Winehouse 720, 721 Wingfield v. Barton 293, 294 v. Peel 293, 294 Winne v. Bampton . 220 Winstone’s case 120, 737, 752, 757 Winterbottom, ex parte 550, 708 Wise, ex parte 561, 631, 632, 639, 651* Withernsea Brickworks 676, 678, of 20 Wittenbury v. Law 286 Witts v. Steere 2 ow 645 Wolesey, ex parte 622, 656 Wolverhampton, Chester and Birkenhead Junction Co. Cottle (2M. & G. 185) Dale (1 De G. M. & G. 513) Holroyd (15 Jur. 696) Roberts (1 Dr. 204) Stocks (22 L. J. Ch. 218) Wolverhampton New Waterworks Co. v. Hawkesford 59, 60, 104, 105*, 421, 427 Womersley v. Merritt . 185 Wontner v. Shai 16, 34, 145 r j Wood's case (15 Ea. 236) . . 124 — (3 De G. & J. 85) ea ES* Wood's claim (9 W. R. 366, and 10 ib. 662) 180*, 237, 735 Wood v. Argyll . 144, 145 ». Marston 269 v. Wood 534 Woodfall’s case. 4 - . 780* Woodhams v. Anglo-Australian Co. . 180, 275, 283, 560, 563, 741 Woollaston’s case 83%, 533, 822, 843, 862 Woolman v. Toby 32, 270, 607 Woolmer, ex parte 623, 646*, 664, 860, 865, 866 Worcester Corn Ex. Co. (3 De G. M. & G. 180) 235, 248, 384, 851, 862 — (15 Jur. 960). . - 684 e2 lvi AUTHORITIES REFERRED TO. PAGE Worcester, Tenbury and Ludlow Rail. Co. . . 663* Wormwell v. Hailstone 278, 279 Worth’s case (5 Ch. 682) 58, 122, 184 Worth, ex parte, (4 Drew. 529) 83, aie Worthington v. Sudlow af) DEG Wreck Recovery Salvage Co. 358, 709 Wright’s case (5 Ch. 487) 704, 889 (7 Ch. 55) . 521, 777 — (12 Eq. 331) . 4 . . 818 (12 Eq. 336, note) 3 . 526 Wright v. Campbell 3 - , 224 v. Desley . : . 916 —— v. Horton 175, 208, 726 —— v. Monarch Investment Build- ing Society 916, 921 vy. Snowe . . . 810 v. Tuckett . ‘ . . 545 v. Warren . . 544 Wright & Gamble, ex porte (8 Eq. 128) ‘ 865 Wrighte’s case Q De GM. &G. 636) . ‘ . 722, 723, 850, 860 Wrighte v. Lindsay . ; . 848 Wrysgan Co. Humby (5 Jur. N.S. 215) Wyall v. The Darenth Rail. Co. 291 Wyatt v. Metropolitan Board of Works. 146*, 147 Wye Valley Rail. Co. v. Hawes 390, 563 Wylam’s Steam Fuel Co. v. Street 555 Wyld, ex parte 561, 619, 631, 639, 649* —— v. Uopkins 128, 144* PAGE Wyley v. Exhall Coal Co. . » 674 Wynn Hall Coal Co. North and South Wales Bank (10 Eq. 515) 17, 26, 769, 773, 774 Wynne’s case 473, 499, 505, 510 Wynne v. Price Yarsoroucu % Bank of England 209 Yates v. Nash . 230 Yelland’s case (5 DeG. & Sm. 39d, and 16 Jur. 509) 47, 757, 761* — (4 Eq. 350) 731 Yetts v. Norfolk Railway Co, att, 412, 577, 600 York Buildings Co., The . . 412 York and London Assurance Co. Hodsell (19 L. J. Ch. 234) York and North Midland Railway v. Hudson 821, 364”, 365%, 388%, 394 York Tramways Co. ». Willows 157, 158, 302, 337, 409, 996 Yorkshire Fibre Co. 440, 705 Yorkshire Railway Wagon Co. v. Maclure . 191 Young v. Brompton Waterworks Co. . z 3 - 265 — v, Cole ‘ z » . 573 —v. Smith . 488 Gaon & Co. v. Mayor of Leam- ngton Spa . : . 223 Ysta ifera Gas Co... ‘ . 457 Zuiueta’s claim . . 171, 206, 728 < li) STATUTES REFERRED TO. gees PAGE PAGE 33 Hen. 8, c. 27. 315 7 Wm. 4&1 Vict. c. 73 21 Jac. 1,¢. 16 3 . . 723 $20. . 100, 437 29 Car. 2, v. 3, § 4and §17 . 228, 453 21 ‘ 100, 101, 256, 290 6 Geo. 1: G 18, gis. 7 130, 320 D2 4 270 6 Geo. v G gy 4 ‘ 130 23 3 . 270 7Geo.2,u8 . 4 ‘ 488 24 4 101, 255, 257, a 21 & 22 Geo. 3, c. 46 (Irish) . 5, 8 39 & 40 Geo. 3, uv. 28, § 15. 136 25 : * 8 270 4 Geo. 4,¢. 76,816 . > « 172 26. , 2 . 100 5 Geo. 4, c. 114 ‘ ‘ ‘ 3 27 2 : . . 100 6 Geo. 4, c. 42, § 10 187 299. . . ~~ 97, 252 6 Geo. 4, ¢. 91,§2. 3, ‘99, 252 32 2 » 99, 100 7 Geo. 4, c. 46 4, 93 | 1&2 Vict. c. 96. 268, 564 See, in ” Index, Com- §4 ‘ ‘ . 458 panies governed by 1&2 Vict. c. 106, §§ 29, 31 . . 36 7 Geo. 4, c. 46 1& 2 Vict. c. 110 460, 463, 848 $4 . 109, 269, 282, 285, 814. 6, 9, 461 286 15 . 461 5 P 109, 110 IG 4 - 462 6 « Z . . 109 17 ‘ » 725 11 5 f . 252 18. .

) Mr. Batten in his useful little treatise, p. 31, says that a true Cost- book company never has a fixed capital, (c) See 32 & 33 Vict. ¢. 19, § 9, and 50 & 51 Vict. c. 43, §§ 28 & 24. The rules and regulations must now be filed with the registrar of the Stannaries Court, 32 & 33 Vict. c. 19, § 9. (d) 32 & 33 Vict. ©. 19, §§ 16-23. (e) Fenn’s case, 4 De G. M. & G. 285 ; Mayhew’s case, 5 ib. 837 ; Bod- min United Mines, 23 Beav. 370; Bireh’s case, 2 De G. & J. 10; Loft- house’s case, ib, 69. COST-BOOK MINING COMPANIES. 95 nerships (f). By the Stannaries act, 1869 (82 & 88 Vict. Bk. ae 4. c. 19, s. 25), however, a past shareholder is not liable to con- ——————— tribute to the assets of the company if he has ceased to be a shareholder two years or upwards before the date of the winding-up order (4). Whoever alleges that a cost-book mining company is in any Mining customs respect governed by a local usage which excludes the applica- st at tion of the general law of partnership, must prove the existence of such usage (hk) ; for the courts do not take judicial notice of what the cost-book principle is; and they invariably apply the general law of partnership to companies formed on that prin- ciple, unless itis proved that the application of such law is excluded as alleged (2). The question whether a person is or is not a shareholder in eae a cost-book mining company must be determined in precisely book company. the same way as the question whether a person is or is nota member of an ordinary partnership (k). The usual mode of proving that a person is a shareholder in a cost-book mine is by showing that he has signed the cost-book or an authority for the insertion of his name in it: and it has been said to be part of the cost-book principle that a register of shareholders should be kept, and that every member should sign either the Signing the bookitself or an authority for the insertion of his name in it (J). seas At the same time, a person clearly may, as between himself (f) Shareholders in a cost-book mine were held liable to creditors Beav. 370 ; Fenn’s case, 4 De G. M. & G. 285; Hart v. Clarke, 6 ib. for goods supplied in Tredwen v. Bourne, 6 M. & W. 461; Newton v. Daly, 1 Fos. & Fin. 26; Lanyon v. Smith, 3 B. & Sm. 938; Harvey v. Clough, 2 N. R. 204. See, too, Ellis v. Shmeck, 5 Bing. 521 ; Peel v. Thomas, 15 C. B. 714; Toll v. Lee, 4 Ex. 230. (g) In re Wheal Unity Wood Mining Co., Chynoweth’s case, 15 Ch. D. 13, at p. 21. (h) See ante, note (a), and the cases cited below. (t) See Hawkins’ case, 2 K. & J. 253; Bodmin United Mines, 23 232, and 6 H. L. C. 633; Sibley v. Minton, 27 L. J. Ch. 53, V.-C. Kin- dersley. The purser can now sue a shareholder for calls. See 32 & 33 Vict. v. 19, § 13. See before this act, Hybart v. Parker, 4 ©. B. N.S. 209. (&) See Peel v. Thomas, 15 C. B. 714; Tredwen v. Bourne, 6 M. & W. 461; Thomas v. Clark, 18 C. B. 662, (2) See Tippett v. Johns, Tap- ping’s Essay, p. 187; Toll v. Lee, 4 Ex. 230. Such a register is now required, see 32 & 33 Vict. c 19, § 9, 96 COST-BOOK MINING COMPANIES. Bk. i os 4. and third parties, incur the liabilities of a shareholder without sl. Vice v. Anson. Transfer of shares, signing the cost-book or any such authority as that referred to (m); and it is apprehended that a person may be a share- holder as between himself and the other members although he may not have signed the cost-book or any authority for the insertion of his name init. Indeed there is reason for going further, and for denying that any such signature is essential ; for an attempt to prove it to be so is reported to have failed, the evidence adduced amounting only to this, that it was usual for every member to testify his acceptance of shares by writing under his hand (n). In Vice vy. Anson (0), the Court seems to have thought that a person could not be a shareholder in a cost-book mining company unless he acquired some interest in the mine, treating it as land, and that some deed conveying him an estate in the land was requisite. But this opinion cannot be supported ; and it seems clear that shares in a cost-book mining company are transferable by entries in the cost-book; and that a person who is entered therein as a shareholder in respect of shares accepted by him is a shareholder, although no deed or writing at all has been executed (p). Shares in cost-book mining companies are ordinarily transferred by a document in which the transferor acknowledges that he has transferred, and the transferee acknowledges that he has accepted the shares mentioned. This document is signed by both parties, is addressed to the purser, is sent to him by the transferee, and is the authority to the purser to register the transferee as a shareholder (q). (m) See Martyn v. Gray, 14 C. B. N. 8. 824, as to holding out; and (p) See Tippet v. Johns, Tap- ping’s Essay, p. 187; Reynolds v. see Cox’s case, 4 De G. J. & Sm. 53, where a person entitled to shares tried to screen himself from liability by holding them in the names of other people. (n) Northey v. Johnson, 19 L. T. 104, Q. B. 1852. That this is usual there can be no doubt; it is ex- pressly required by the rules of most large mines. (0) 7B, & C. 409. Bassett, Collier on Mines, 124, note ; Vivyan v. Mowatt, 8 L. T. Ex. 480 ; Northey v. Johnson, 19 L. T. 104; Toll v. Lee, 4 Ex. 230. Compare Curling v. Flight, 5 Wa, 242; 6 ib 41; and 2 Ph. 643. (q) Toll v. Lee, 4 Ex. 230; Walker v. Bartlett, 18 C. B. 845. See, as to parol transfers, Northey v. Johnson, 19 L. T. 104, Q. B. See, also, 32 & 33 Vict. c. 19, §§ 14, 15, and 35, CHARTERED COMPANIES. 97 By 33 & 34 Vict. c. 97, s. 3; and schedule, title Transfer, a Bk. oe 4, 6d. stamp duty is imposed upon “ any request or authority to ——————— the purser or other officer of any mining company conducted ee on the cost-book system, to enter or register any transfer of any share or part of a share in any mine; or any notice to such purser or officer of such transfer ”’ (r). Companies engaged in working mines within and subject to Registration. the jurisdiction of the Stannaries, need not be registered under the Companies act of 1862(s); but if their capital is fixed, and if there are seven or more shareholders, they may be so registered, with or without limited liability. If the capital is not fixed, the company cannot apparently be registered as an existing company with limited liability (t). The effect of regis- tration under the Companies act, 1862, will be considered hereafter (uw). If not registered under that act, cost-book mining companies working mines within the Stannaries are subject to the provisions of 32 & 33 Vict. c. 19, and if working metalliferous mines or tin streaming works, to the provisions of 50 & 51 Vict. c. 43, which will be noticed in their proper places. Cuass II.—CompaniIES CHARTERED OR PRIVILEGED BY THE Crown. 1. Chartered companies. The Crown has at common law the power of incorporating Chartered : companies. by charter any number of persons who assent to be incorpo- rated, and a chartered company is therefore formed as soon as a charter is granted to, and accepted by, two or more indivi- duals, enabling them, alone or with others, to trade as a body corporate (x). The Crown, however, has no power to incorpo- (r) The cost-book itself requires no agreement stamp. See Vivyan v. Mowatt, 8 L. T. Ex. 480. see Lanyon v. Smith, 3 B. & Sm. 938 ; and Harvey v. Clough, 2 N. R. 204. (s) 25 & 26 Vict. c. 89, § 4. (t) See 25 & 26 Vict. c. 89, § 179, cl. 3, and § 181. (u) As to the effect of registration with respect to retired shareholders, LC. (a) See, as to charters, Grant on Corporations, pp. 9, et seg. As to charters for a limited time, see 7 Will. 4 & 1 Vict. c. 73, § 29, and 47 & 48 Vict. c. 56. *H 98 CHARTERED COMPANIES. Bk. a be 4. rate persons against their will (y) ; nor can the Crown force a Chartered com- pany not a partnership. Validity of charters. new charter upon a corporation after it is once established. A charter which has been confirmed by act of Parliament cannot be varied by the Crown (z) ; but a charter which has not been so confirmed may, without being formally surrendered (a), be varied by a subsequent and inconsistent charter (b), provided the new charter is accepted by the body corporate (c), t.e., by a majority of the members composing it (d). A chartered company is a corporation existing for the pur- poses for which it is created and no others ; and those persons only are members of it who are declared to be so by the charter, or who have been admitted in compliance with the charter and the bye-laws made in pursuance of it(e). The charter of a company. is a law set to it and to the individuals composing it, and they have no power by any agreement amongst themselves to annul or legally do anything at variance with their charter(/). This subject will be adverted to hereafter. A chartered company, being a corporation, is not a partner- ship, although the company may have gain for its object, and the members of the company may share profits. A charter is not necessarily of any legal value; for it may have been obtained from the Crown by misrepresentation, or it may have been granted by the Crown in excess of its pre- rogative, and in either case the charter will be void. A charter which has been obtained from the Crown by false and fraudulent statements may be formally annulled by scire (y) Grant, pp. 138 and 18; Dr. 1 Coll. 370, an injunction was Askew’s case, 4 Burr. 2200, per granted to restrain the majority Yates, J.; and see Rutter v. Chap- from accepting a new charter. See man, 8 M. & W. 1. Ex parte The Society of Attorneys, 8 @) RB. v. Miller, 6 T. R. 268; but Ch. 163, for the grounds on which see Royal Each. Ass. Co.v. Vaughan, the grant of a supplemental charter 1 Burr. 155. can be successfully opposed. (a) BR. v. Larwood, 1 Salk. 168, (e) Dr. Askew’s case, 4 Burr. 2200, (0) Ib.; and R. v. Haythorne, 5 per Yates, J. B. & C. 410; Royal Each. Ass. Co. (f) See The Society of Practical v. Vaughan, 1 Burr. 155. Knowledge v. Abbott, 2 Beav. 559. (c) Bull. N. P. 212,c; R. v. As to giving effect to the practice of Pasmore, 3 T. R. 240, the members and allowing that to (d) R. v. Hughes, 7 B. & C. 708. control the charter, see Somes v. In Ward v, The Society of Attorneys, Currie, 1 K. & J. 605. CHARTERED COMPANIES. 99 facias (g); but although a charter which has not been thus 2k. a 4. annulled is to be treated as valid until the contrary is proved, ——---- there is apparently no rule to the effect that its validity is not to be disputed except in a formal proceeding instituted for the purpose of procuring its cancellation (h). At the same time those persons who have accepted or acted on a charter and treated it as valid cannot, unless in a proceeding to annul it, object that it was obtained from the Crown irregularly, or by the misrepresentation of themselves or their fellow-members, or of their predecessors (i). Indeed, it is said, that neither those who have accepted a charter, nor their successors, can dispute its validity ; but this is very doubtful (/). Charters are obtained by petitioning the Queen in Council. Gnarters how The petition and draft of the proposed charter are left at the preined Council Office, and are then referred to the Board of Trade. The Colonial Office, Foreign Office, and India Office are also referred to, if the proposed company falls within their depart- ments. If it is determined that a charter shall be granted, it issues under the great seal (/). But charters are now very seldom granted to trading companies. A charter may be surrendered to the Crown; but a surrender is of no effect unless accepted and enrolled in the enrolment department of the central office of the Supreme Court of Judica- ture (m). After the surrender has been accepted and enrolled the corporation ceases to exist (n). .2. Companies formed under the Letters patent act, 7 Will. 4 é1 Vict. e. 738. Letters patent and charters are both litere patentes sealed Companies with the great seal, and are, in fact, the same thing. But the beeen aag Crown is empowered by the act 7 Will. 4 & 1 Vict. c. 78 (0), 2% (g) R.v. The Eastern Archipelago Companies, p. 401, ed. 10; see, as to Co., 1 E. & B. 310; 2 ib. 856; and advertisements, 7 Will. 4 & 1 Vict. 4 De G. M. & G. 199. See, as toc. 73, § 32. sci. fa. to repeal patents, 2 Wms. (m) See R. v. Osbourne, 4 East, Saund. (ed. 1871), 251, et seg. 326, and Jud. (Officers) act, 1879, (h) Grant on Corp. 39, &c. 42 & 42 Vict. c. 78, §§ 4,6 and 12 (7) See Macbride v. Lindsay,9 Ha. and Ord. LXI. 574. (n) Grant, 46. (A) See Grant, 20—22. (0) Repealing 6 Geo. 4, ¢. 91, § 2, (.) See Wordsworth on Joint Stock and 4&5 Will. 4,¢, 94. H 2 100 Bk. I. Chap. 4. Class 2. Company’s deed. Such companies not corporations. CHARTERED COMPANIES. - to grant by letters patent to any company or body of persons, although not incorporated by such letters patent, any privileges which the Crown might at common law grant to any company or body of persons by any charter of incorporation. Letters patent under this act are obtained on application to the Queen in Council, and notice of the application must be inserted three times in the “‘ London Gazette,’ and in one or more of the newspapers, circulating in the county in which it is pro- posed that the principal place of business of the company shall be established, at intervals of not less than one week (p). Every company formed under this act, is required to be entered into by agreement under seal, in which are to be specified the number of shares in the company, the name of the company, the names of its members, the date of its com- mencement, the nature of its business, the place or principal place where such business is to be transacted, and also the names of two or more officers to sue or be sued on behalf of the company (q). Within three months after the grant of the letters patent, a return is to be made to the enrolment depart- ment of the central office (r) of all the above particulars, and of the date of the letters patent (s) ; and returns are required to be made of every change made in the company’s principal place of business, and of every change amongst its shareholders (), and of the officers by which it is to be sued (u). These returns are directed to be registered and to be open to the inspection of any person upon payment of a small fee (x). A certified copy of the return is made evidence both in civil and in criminal proceedings (y). Companies formed under this act are not corporations, but are essentially partnerships. Their privileges depend on the letters patent obtained by them. The possession of a common seal is taken for granted in the act itself (z); but there is nothing requiring the seal to be affixed to a contract, in order (p) 7 Will. 4 & 1 Viet. c. 73, — (t) JB. §§ 7-10. § 32. (u) Ib. § 13. (q) 1b. §5 (a) Ib. § 17. (r) In the case of an English com- (y) Ib. § 18; see, too, §§ 20 and pany, see § 26, and 42 & 43 Vict. 91. c. 78, §§ 4, 6 and 12, and Ord. LXI. (2) See § 27, (s) 1b. § 6. 7 wm. 4 anp 1 vior. c. 78. 101 to bind the company; and the act is express that the members Bk. - bea 4, of the company are to be liable to its debts and engagements, ———— except so far as that liability may be limited by the letters patent (a). Who are to be deemed members is not stated; that question Members. therefore must depend in each case upon the provisions of the deed of settlement, and of the letters patent by which the particular company in question may be governed; but when once a person has become a member, his liability as a member continues, until a return of the means whereby he has ceased to be one is registered (0). The act does not state with any precision how shares are to be transferred, but a transfer, by deed or writing, is evi- dently contemplated (c). This act is seldom had recourse to; the modern registra- tion acts have practically superseded it. Cuass III.—Companirs INCORPORATED OR PRIVILEGED BY SOME SPECIAL ACT OF PARLIAMENT. 1. Companies not incorporated, but empowered to sue and be sued. These companies are formed by agreement, and by the acts Companies em- which privilege them (d). Whether a person is a member or ras ue not, depends, in the absence of any special provisions in the act of the company which may be in question, upon the prin- ciples applicable to ordinary partnerships. Banking companies governed by the general act, 7 Geo. 4, c. 46, may be regarded as the type of companies empowered to sue and be sued, and the authorities which will be referred to hereafter, in connection with that act (infra, Class 4), may be (a) See §§ 2-4 and 24, be sued by a public officer, see Bank (b) See § 21. of Australasia v. Harding, 9 C. B. (c) See §§ 8 and 9. 661; Bank of Australasia v. Nias, (d) As to companies empowered 16 Q. B. 717; Kelsall v. Marshall, 1 by a colonial legislature to sue and = C. B. N.S, 241. 102 Bk. I. Chap. 4. Class 3. Companies in- corporated by special act of parliament. Promoters not partners. Parliamentary contract and subscribers’ agreement, The special act. COMPANIES INCORPORATED BY SPECIAL ACTS. usefully consulted upon questions arising upon special acts of a similar description. 2. Incorporated companies. A company incorporated by a special act of Parliament exists as an incorporated company by virtue of that act, and not otherwise. It is formed by the act, and by that alone, and those only are members of the company who are made so by the act. Persons associated together for the purpose of obtaining an act of Parliament to incorporate them into a company, are not. partners, although the company, when formed, will have gain for its object, and although the shareholders will divide amongst themselves whatever profits may accrue to the com- pany (é). It does not fall within the scope of the present work to detail the method of obtaining acts of Parliament, or to advert to the rules which have to be observed in compliance with the standing orders of the two houses(f). It may, however, be observed, that before an act can be obtained for the incorpora- tion of a company, a deposit must be made of a certain pro- portion in some cases of the estimated expense of the under- taking, and in others of the capital it is proposed to raise. Formerly a contract had to be entered into by the subscribers, whereby each covenanted to pay a sum set opposite his name. This contract was commonly called the ‘“ parliamentary con- tract,” by way of distinction from the ‘subscribers’ agree- ment,” i.¢., the agreement entered into by the allottees of shares for the formation of the company. The act which each company may succeed in obtaining for itself is called its “special act,” and governs the company as to all matters specially provided for in it. But as to other (e) See infra, book ii, c. 1, and ways, c. i ed. 6; and as to the ap- Partn. pp. 23, et seq. plication of the deposit in payment (f) The standing orders are pub- lished annually, and reliance is not to be placed on any except the last fur the time being. See on this subject generally, Hodges on Rail- of debts, Bradford Tramways Co., 4 Ch. D. 18; Lowestoft, Y., & 8. Tram- ways Co, 6 Ch. D. 484; and Bir- minghum and Lichfield Junction Tail. Vo., 28 Ch. D. 652. COMPANIES CLAUSES ACT. 103 matters the company (if incorporated since the 8th of May, Bk. fo 4, 1845) is governed by the Companies clauses consolidation —————— act (g), which is a public general act passed in May, 1845, and prrorehen eaaid is applicable to every English (kh) company incorporated by act of Parliament since that time, save so far as its clauses and provisions may be expressly varied or exempted by the com- pany’s special act. In the present place it is proposed to notice such of the clauses of the act in question as relate to the constitution of the companies to which it applies, and to the evidence of membership therein. A company is supposed to be incorporated by a special act, to have the amount of its capital fixed thereby, and to have the capital thus fixed, divided into shares of a certain number and amount, and numbered progressively from one upwards, so that each share may be distinguished by its appropriate number (§ 6). The company is then (by § 9) required to keep a book called the ‘“‘ register of shareholders,” in which book are to Register of be entered, (1), the names of the persons entitled to shares in event the company; (2), the number of shares to which such persons are respectively entitled; (8), the distinguishing numbers of such shares ; and (4), the amount of the subscriptions paid on them. This book is to be authenticated by the seal of the company (which is to be affixed at ordinary meetings), and is prima facie evidence against a person registered therein as a shareholder that he is so in point of fact (see § 28); and the creditors of the company have a right to inspect it (§ 36). In addition to the ‘‘ register of shareholders,” the company is required to keep a “‘ shareholders’ address book ” (§ 10), which is to be open to the inspection of every shareholder at all con- venient times (7). On demand of the holder of any share, and on payment of a small fee, the company is required (§ 11) to deliver to him under its seal a certificate of proprietorship ; and this certificate is (§ 12) required to be admitted in all Share certificate. (y) 8 & 9 Vict. c. 16, amended by discussed in this treatise. 26 & 27 Vict. c. 118; 32 & 33 Vict. (h) See Wilson v. Caledonian Rail. c. 48; 38 & 39 Vict. u 66; 47 & Co., 5 Ex. 822. 48 Vict. c, 48, and 51 & 52 Vict. (2) See as to inspection and taking c. 48. The Lands clauses andthe copies, infra, book iii. c.1, § 3, &e. 3, ‘Railways clauses consolidation acts § 4. have no connection with the topics 104 Bk. I. Chap. 4. Class 3. Who are share- holders. Effect of register. COMPANIES INCORPORATED BY SPECIAL ACTS. courts as prima facie evidence of the title of the person named in it, and of his executors, administrators, or assigns to the share therein specified (j). Provision is then made for the transfer of shares, for the registry of transfers, for the pay- ment of calls, for the forfeiture of shares for the non-payment of calls, and for executing against shareholders judgments which have been obtained against the company ; all of which matters will be noticed hereafter. The statute contains two definitions of the term share- holder :— 1. It is declared in § 8, that the word shareholder shall mean shareholder, proprietor, or member of the company; and, 2. It is declared in § 8, that every person who shall have subscribed the prescribed sum (k) or upwards to the capital of the company, or shall otherwise have become entitled to a share in the company, and whose name shall have been entered on the register of shareholders, shall be deemed a shareholder of the company. Upon this section it has been decided that a person may be a shareholder although he has not paid for his shares, and although payment is a condition precedent to his exercising his full rights (J). As regards the entry on the register, it is to be ob- served :— 1. The act nowhere says that a person not on the register is not a shareholder. A person made a member by the special act is clearly a shareholder although not registered (m) ; and it is conceived that other persons may be shareholders although not registered as such (n). (j) The certificate only shows the legal title, Shropshire Union Ratl. Co. v. RB, L. R.7 A. L. 496. (k) we, the sum prescribed in the company’s special act, see § 2. (1) Hast Glowcestershire Rail. Co. v. Bartholomew, L. R. 3 Ex. 15, and see, also, McHuen v. West Lond. Wharves Co., 6 Ch. 655. (m) Portal v. Enmens, 1 C. P, D- 201 & 664, where no shares were ever issued, and no register was ever kept. Compare Kipling v. Todd, 3 C. P. D. 350, and see O’Brien’s cuse, Ir. R. 11 Eq. 422. (n) See the last note, and Rastrick v. Derbyshire, &c., Rail. Co. 9 Ex. 149, and Wolverhampton Waterw. Co. v. Hawkesford, 6 C. B. N. S. 336, 7 ib. 795, and 11 ib. 456. COMPANIES CLAUSES AOT. 105 2. The register is primd facie evidence that a person whose Bk. I. Chap. 4. name is on it is a shareholder. It follows from this, that the company may put anybody’s name on the register, and throw upon him the burden of showing that he is not a shareholder (0). But the register is no evidence that a person whose name is not on it is a share- holder ; and therefore where shares were allotted to ‘‘ Brown- rigg and Taylor,” who were trustees for another person, and were described on the register as ‘‘ Brownrigg and others,” this entry was held to be no evidence against Taylor (p). Class 3. The leading case on the requisites of a register of share- Form of register. holders in companies governed by the Companies clauses con- solidation act, is Wolverhampton New Waterworks Company v. Wolverhampton Hawkesford (q). It was there held that a sheet of paper on ee as which were written the names of some shareholders, and the Hawkesford. total number of shares held by them, and which paper was sealed with the seal of the company, was not a register at all. In this case the shares were not identified by numbers, and in this respect the register was substantially informal; and the Court relied much on this circumstance. But it would, per- haps, be going too far to hold that if a company issues un- numbered shares, and keeps a proper register of such shares, this register is altogether useless and inadmissible in evi- dence (r). And if the shares are numbered the register is admissible, although it does not contain the numbers of the shares (s). A rough share book has been held inadmissible in evidence as a register under the act now in question (2). If the register is in several volumes they are all admissible in evidence, although the company’s seal is to be found in the (0) Waterford, Weaford, &e., Rail. Co. v. Pidcock, 8 Ex. 279; Bain v. Whitehaven Rail. Co, 3 H. L. C. 1; West Cornwall Rail. Co, v. Mowatt, 15 Q. B. 528. (p) Birkenhead, Lancashire, cc., Rail. Co. v. Brownrigg, 4 Ex. 426. (@) 6 C.B. N.S. 336, 7 ib. 795, and 11 ib, 456. Compare Portal v. Emmens, 1 C. P. D. 201 & 664, (r) See the last case, and Irish Peat Co. v. Phillips, 1 B. & Sm. 638. (s) East Gloucestershire Ratl. Co. v. Bartholomew, L. R. 3 Ex. 15. (t) Birkenhead, de., Rail. Co. v. Brownrigg, 4 Ex. 426 ; Cheltenham, de., Rail. Co. v. Price, 9 C. & P. 55. 106 Bk. I. ere 4. Clas: Register not conclusive. Right of com- pany to register. COMPANIES INCORPORATED BY SPECIAL ACTS. last of them only (u); and the register sealed with the seal of the company is admissible in evidence without proof of the time or place, or authority at or by which the seal was affixed (x). Moreover, the register is, if sealed and kept sub- stantially as required, primd facie evidence against any one whose name is on it, although he may prove that it has been kept irrégularly, and is in many respects inaccurate and imper- fect (y); but the sealed register is no evidence that a person whose name is on it was a shareholder at any given time anterior to the day on which the seal was affixed (2). 3. The register is not conclusive evidence that a person whose name is on it is a shareholder. It is competent for him to rebut the primd facie case made against him by the register, by showing that the company inserted his name in it without any authority. An express authority from him is not, however, requisite ; for if he has entered into a contract with the pro- moters of the company to take shares in it, and if that contract is binding upon both parties, he may without more be properly registered as a shareholder, and the contract and the register will together be conclusive against him. But if he can show that no such contract was ever entered into, or that such a contract, if ever entered into, had terminated before his name was inserted in the register, then the primd facie case raised against him by it will be at an end. The following cases illustrate these propositions : 1. As to the right of the company to register those who are entitled to shares. That a person who is bound to accept shares may be properly registered as a shareholder was decided in The Midland Great Western Railway Company v. Gordon (a). (u) Inglis v. The Great Northern Brighton Rail. Co. v. Fairclough, Rail. Co., 1 Macqueen, 112. ib. 674; Birmingham, Bristol, and (x) North-Western Rail. Co. v. Thames June. Rail. Co. v. Locke, M‘Michael, 5 Ex. 855. 1 Q. B. 256; London and Grand (y) See East Gloucestershire Rail. June, Rail. Co. v. Graham, ib. 271. Co. v. Bartholomew, L. R. 3 Ex. 15; (2) Cheltenham and Great Western Bain v. Whitehaven Co. 3 H. L. Union Rail. Co. v. Price, 9 OC. & P. C. 1; Southampton Dock Co. v. 55. Richards, 1 Man. & Gr. 448; Lon- (a4) 16 M. & W. 804; see, too, don and Grand Junc. Rail. Co. v. Burke v. Lechmere, L. R. 6 Q. Bz Freeman, 2 ib. 606; London and 297; Niwon v. Brownlow, 2 H. & N. COMPANIES CLAUSES ACT. In that case a railway company was projected; the defendant agreed to take shares in it; he executed the subscribers’ agree- ment; and he received scrip certificates. He sold the scrip before the company was incorporated. After it was incorpo- rated the company placed his name on the register of its share- holders, and he was held to be a shareholder, although he had never authorised the insertion of his name in the ‘register, except so far as his contract conferred an implied authority for such insertion (b). But a person who has never agreed to take shares, and who is only the holder of scrip transferable to bearer, ought not to be registered as a shareholder against his will (c). 2. As to the inconclusiveness of the register. A person whose name is on the register is not a shareholder unless he is also entitled to a share in the company; and in order to entitle a person to a share, he must have acquired such title by the company’s special act (d), or he must have been an original subscriber for the share, or have obtained a title to it from or through an original member or subscriber. An original subscriber does not become a shareholder by being placed on the register unless he has acquired a right to be registered ; and therefore if he has entered into a contract which gives him no right against the company to be considered a member thereof until he has performed certain conditions, e.g., executed a deed, he does not become a shareholder by being registered as one before he has complied with those conditions ; for as the registry would not be equivalent to a compliance with the con- ditions for one purpose, ¢.g., as against the company if a divi- dend were claimed, so it is not equivalent to a compliance with them for another purpose, é.g., against him who is registered, in an action for calls (e). 455, and 3 ib. 686; Cork and Youghal Rail. Co. v. Paterson, 18 before the act had passed, he retired from his contract so far as he law- C. B. 414. (b) In Kidwelly Canal Co. v. Raby, 2 Price, 93, an act of Parliament, incorporating the subscribers to a company, was held to have made the defendant a shareholder, he haying been a subscriber, although, fully could. (c) Lustace v. Dublin Trunk, cc., Rail. Co., 6 Eq. 182. (d) As in Portal v. Emmens, 1 C. P. D. 201 & 664. (¢) Waterford, Wexford, &c., Rail. Co. v. Pidcock, 8 Ex. 279 ; Curmar- 107 Chap. 4. ass 3. Bk, I. Cl Improper registry. 108 Bk. I. Chap. 4. Class 3. Company not estopped by its register. Correcting register. Estoppel by conduct. Transfers of shares. COMPANIES INCORPORATED BY SPECIAL ACTS. A person who is not yet entitled to share dividends, is not a shareholder in the company, and does not become one by simply being put on the register, unless indeed the insertion of his name there is the only one thing remaining to be done to perfect his title (f). It follows from the above that the company is not estopped by its own register (g). But when a person is put on the register, the company has no right to strike him off unless it can show proper grounds for so doing (h). The Companies clauses consolidation act contains no pro- vision for the rectification of the register ; but it may never- theless be rectified both by mandamus and injunction as already pointed out (%). The doctrine by which individuals and companies are estopped by their own conduct from taking advantage of the non-performance of conditions precedent, and the non- observance of prescribed formalities, is applicable to com- panies of the class now in question, and to shareholders in them, as is shown by the cases of Sheffield and Manchester Raihwoay Company v. Woodcock (k), and Cheltenham and Great Western Railway Company v. Daniel (1), which have been already noticed (m). Shares in companies governed by the Companies clauses consolidation act are transferable by deed delivered (duly executed), to the secretary of the company (n); a form of transfer is given by the act (0); and in order that a company may be compelled to register an instrument of transfer, it then Rail. Co. v. Wright, 1 Fos. & Fin, 282. See, also, Irish Peat Co. vy. Phillips, 1 B. & Sm. 598, noticed ante, p. 50; and Hdwards v. Kil- kenny Rail. Co., 14 C. B. N.S. 526. (f) See Shropshire Union Co. v. Anderson, 3 Ex. 401. (g) See the last case, and Water- ford, Weaford, dc. Rail. Co. v. Pidcock, 8 Ex. 279. See, also, ante, p. 60. (h) Ward v. 8.-Eastern Rail. Co., 2 HE. & E. 812. Compare Hare v. Lond. and N.-W. Rail. Co., Johns. 722. (7) Ante, p. 61. (4) 7M. & W. 574, (1) 2Q. B. 281. (m) Ante, p. 49. (rn) 8 & 9 Vict. c. 16, §§ 14 & 15; Nanney v. Morgan, 35 Ch. D. 598 and 37 ib. 346; West v. West, 9 L. R., In 121. (0) 8& 9 Vict. c. 16, § 14, and Sched. B, BANKING COMPANIES FORMED UNDER 7 GEO. 4, o. 46. 109 must be in a simple form, not differing substantially from the Bk. i oe 4. form prescribed (p). Crass IV.—CompanIES INCORPORATED OR PRIVILEGED BY A GENERAL ACT OF PARLIAMENT. 1. Banking companies formed under 7 Geo. 4, c. 46. Banking companies governed by 7 Geo. 4, c. 46, and formed Banking com- before May, 1844, still exist, but no company can now be rae ie. formed under that act (g). These companies are not mere partnerships, for they possess many privileges which ordinary partnerships do not (r). A company of this kind was formed by agreement, and the privileges alluded to were acquired by sending returns to the stamp office, of (inter alia) the names and residences of the members ; and the names, residences, and titles of office of two or more members resident in England, who had been appointed public officers of the company, and by any one of whom the company might sue and be sued (s). The returns thus made are evidence that all persons named therein as members were members at the dates of the returns in which their names appear (?). The act contains no definition of the term shareholder or who are share- member ; but it has been decided that no person is a member »*!4e". within the meaning of the act unless he has complied with all the conditions necessary to constitute a person a member according to the company’s deed of settlement. Thus it has been held that the husband of a married woman who, with his consent had become a shareholder, was not himself liable to creditors as a member, he not being a member according to the company’s deed (u). (p) Copeland v. North-Eastern Rail. (s) 7 Geo. 4, & 46, §§ 4&5; an Co, 6 E. & B. 277; R. v. General irregularity in the returns does not Cemetery Co., ib. 415. deprive the company of the privi- (*y 7 & 8 Vict. c, 118, § 1. leges conferred by the act; Bonar (r) Powles v. Page, 3 C. B. 16; v. Mitchell, 5 Ex. 415, Macintyre v. Connell, 1 Sim, N. 8. (t) 7 Geo. 4, c. 46, § 6. 225 & 252, (u) Ness v, Angas, 3 Ex, 8085; 110 Bk, I. Chap. 4. Class 4. Returns to the stamp office. Effect of return. BANKING COMPANIES FORMED UNDER 7 GEO. 4, c. 46. The act requires that the returns to the stamp office shal] be made out and be verified by the oath of one of the regis- tered public officers, and shall be sent in once a year, between the 28th of February and the 25th of March (z). But it has been held that a certified copy of the return is admissible in evidence, although it may have been made out by a person calling himself ‘ cashier,” and there may be nothing to show that he was a public officer (y). It has also been held unneces- sary to prove that the return was verified by the oath of a public officer, as required by the act (z); or that the return was made at the proper time (a). On the other hand, it has been held that returns proved not to have been made in compliance with the act are inadmissible; ¢.g., when it is proved that they were not made until after the 25th of March (8). A person returned as a member will, until the contrary is shown, be presumed to have been a member at the time the return was made and subsequently (c); and if two successive returns contain the name of the same person, the presumption is strong that he was a member during the whole period be- tween the times at which such returns were made (d). There is nothing in the act which makes the returns conclusive, either one way or the other; and a person not returned as a member may be proved, not only to have become a member since the making of the last return, but to have been a member at the time of the making of that return (e). The act is silent as to the mode in which shares are to be transferred. see, too, Dodgson vy. Bell, 5 Ex. 967; compare this with the last case, Ness v. Armstrong, 4 Ex.21; Bosun- where it was held that the act was quet v. Shortridge, 4 Ex. 699. directory only in this respect. (x) 7 Geo. 4, c. 46, § 5. (c) Steward v. Dunn, 12 M. & W. (y) Harvey v. Scott, 11 Q. B. 92; 655; Ex parte Prescott, Mon. & Ch. Field v. Mackenzie, 4 C. B. 717. 611 ; Harvey v. Scott, 11 Q. B. 106. (2) Steward v. Dunn, 12 M. & W. (d) Bosanquet v. Shortridge, 4 Ex. 655. 699. (a) Bosanquet v. Woodford, 5 Q. B. (e) See Prescott v. Buffery, 1 C. B. 310. 41; Bank of England y, Johnson, 3 (b) Prescott v. Buffery,1C, B. 41; Ex. 598, REGISTERED COMPANIES. 2. Registered companies, By far the greatest number of joint-stock companies belong to this class. They are all now governed by the Companies acts, 1862, 1867, 1877, 1879, 1880, 1883 (ee), and 1886. These acts, like those which they supersede, require for their prac- tical working, a public officer in each division of the United Kingdom. This officer (called the registrar of joint-stock companies) is appointed by, and, to a certain extent, is subject to the Board of Trade. His duty is to register the various documents required by the acts to be registered, and to allow such documents to be inspected by any one desirous of seeing them (25 & 26 Vict. c. 89, § 174). These duties will, if necessary, be enforced by man- damus (/). Registration incorporates the company (§§ 18, 191, and 192); and the registrar’s certificate of registration, which he is required to give, is conclusive evidence that all the statutory requisitions have been complied with (§§ 18 and 192) (g). Even therefore if they have not, still the existence of the com- pany as a corporate body cannot be denied in the face of the certificate (h) ; nor does the fact that a company was formed in fraud invalidate the certificate or deprive the company of its corporate character (7). There is, moreover, no provision for cancelling the registration of an improperly registered com- pany; nor is it clear that there are any means of cancelling such registration (k). But the registrar has no power to extend the acts to com- panies not within their scope; and in order that his certificate (ce) 46 & 47 Vict, c. 28 is repealed except as to Ireland by 51 & 52 Vict. c. 62. (f) BR. v. Whitmarsh, 15 Q. B. 600; see, also, R. v. Registrar of Joint Stock Companies, 10 Q. B. 839 ; R. v. Same, 21 Q. B. D. 131. (g) Peel’s case, 2 Ch. 674; Oakes v. Turquand, L. R. 2 H. L. 325 & 354-369 ; Princess of Reuss v. Bos, 5 ib. 176; New Brunswick Rail. Co. v. Boore, 3 H. & N. 249. See as to copies of certificates, 40 & 41 Vict, c, 26, § 6. (2) See the last note, and Glover v. Giles, 18 Ch. D. 173; Nassaw Phosphate Co., 2 Ch. D. 610; Ban- wen Iron Co. v. Barnett, 8 C. B. 406 ; Bird’s case, 1 Sim. N. 8. 47. (i) Pilbrow v. Pilbrow’s Atmo- spheric Co., 5 C. B. 440. (k) Princess of Reuss v. Bos, L. R. 5 H. L. 176, 193, 197, 202. But see Glover v. Giles, 18 Ch. D. 180, as to Quo warranto, 111 Bk. I. Chap. 4. Class 4, Incorporation of company. Certificate of registration when not con- clusive. 112 Bk. I. Chap. 4. Class 4. Evidence of incorporation, Name of com- pany. Power to change name. REGISTRATION OF COMPANIES. may be conclusive evidence of the incorporation of a company formed and registered under them, it is essential that the com- pany shall be one which may be duly registered ; neither regis- tration nor the registrar’s certificate is of any avail in the case of a company to which the acts do not apply ((). The registrar’s certificate, although the best, is not the only admissible evidence of registration. Registration may be suffi- ciently proved by other evidence ; for example, as against the company, by the production of certificates of shares sealed with its seal(m). But this sort of evidence cannot be relied upon when it is necessary to prove the incorporation of the company against persons not connected with it (n). No two companies are to be registered by the same name, or by names so similar to each other as to be calculated to deceive (§ 20) (0). But if a registered company is being dis- solved, and it consents to the assumption of its name by another company, the latter may be registered under the name borne by the former (§ 20) (p). In the event of two companies being inadvertently or otherwise registered by the same name or by two names so similar as to be calculated to deceive, the name of the company last registered may be changed (§ 20). And any registered company may change its name, with the sanction of a special resolution of its members, and the approval of the Board of Trade ($18). But the change of name is not (1) See Northumberland District Banking Co., 2 De G. & J. 357. See, also, Baroness Wenlock v. River Dee Co., 38 Ch. D. 534, which turned on a similar provision in another act. Compare Princess of Reuss v. Bos, ubt sup. As to companies registered under part VII. of the act, see Ennis v. West Clare Rail. 0o.,3 L. R., Ir. 94, where the certifi- cate was held conclusive. See § 192. (m) Mostyn v. Calcott Hall Mining Co., 1 Fos. & Fin. 334. See Agri- cultural Cattle Insurance Co. v. Fitz- gerald, 16 Q. B. 432, as to actions by the company. The fact of revistra- tion is there stated to have been proved, but how does not appear. The certificate, however, was not produced. (n) See R. v. Frankland, L. & C. 276, as to the proof required in criminal cases, and compare BR. v. Langton, 2 Q. B. D. 296. (0) See R. v. Registrar of Friendly Societies, L. R. 7 Q. B. 741. As to one company restraining the regis- tering of another in a name like its own, see below. (p) Advantage is taken of this when it is desired to reconstruct a registered company. The company dissolves, and a new company is formed with a new constitution, but with the same name as the old company. See infra, bk. iv., ¢. 2, § 4, THE COMPANIES AcT, 1862. complete until a new certificate of incorporation has been issued (q). It is further provided that such existing companies as register with limited liability, shall add the word limited to their former name (§ 183, cl. 3, and § 190) But except in cases specially provided for, a company once registered under a given name cannot require to be registered under a new name (r). But an unlimited company may be converted into a limited company (see the Companies act, 1879, 42 & 48 Vict. c. 76). A mere change of name does not affect a company’s rights or obligations (§§ 18, 20, and 194). But as will be seen here- after, the consequences of registering an existing company under the acts are extremely important. One company can restrain persons from registering another com- pany under a name so like its own as to be calculated to deceive(s); so a company which has been already registered under such a name can be restrained from carrying on business under it (t). The registrar may remove from the register the name of any company which has ceased to carry on business (uw). With respect to the registration of companies under the act of 1862, it will be found that its provisions apply, first to all companies formed under it (v) ; secondly, to some companies existing when the act came into operation (x) ; and, thirdly, to some companies formed subsequently to that date, but not under the provisions of the act itself (y). It will further be seen that many companies may be wound up under it although not registered under it (z). (q) Shackleford v. Dangerfield, L. R. 3 C. P. 407. (r) R. v. Registrar of Joint Stock Cos., 10 Q. B. 839. (s) Hendriks v, Montagu, 17 Ch. D. 638. (t) Merchant Banking Co. of London x. Merchants’ Joint Stock Bank, 9 Ch. D. 560. See further as to one com- pany suing another for taking its name with a colourable imitation, Lee v. Haley, 5 Ch. 155; Braham v. Beachim, 7 Ch. D. 848 ; Lawson v. The Bank of London, 18 C. B. 84; The Colonial Life Assurance Co, v, L.c, The Home and Colonial Assurance Co, 33 Beav. 548; The London Assurance Co. v. The London and Westminster Insurance Corporation, 9 Jur. N. 8. 848, V.-C. S.; The London aul Provincial Law Assur- ance Society v. The London and Pro- vincial Joint Stock Life Ass. Co., 17 L. J. Ch. 37, N.S. (uw) 43 Vict. c. 19, § 7. (v) See the first four parts of theact. (#) See the sixth and seventh parta of the act. (y) See § 180. (2) See part eight of the act. ik * T 118 Chap. 4. Bk. I. Class 4. Rival companies. Defunct com- panies, Scope of act of 1862, 114 Bk. I. Chap. 4. Class 4. Registration when compul- sory, Carrying on business, For gain, THE COMPANIES act, 1862. Registration is compulsory— 1. In the case of insurance companies completely registered under 7 & 8 Vict. c. 110 (see § 209 of the act of 1862) (a). 9. In the case of companies which ought to have registered under the repealed acts of 1856—1858, but which were not so registered (§ 209). This class includes, 1, all companies regis- tered under 7 & 8 Vict. c. 110, except insurance companies (b) ; 9, all chartered banking companies formed under 7 & 8 Vict. c. 113; and, 3, Scotch and Irish banking companies formed under 10 Vict. c. 75 (c). 3. In the case of banking partnerships of more than ten persons, formed on or after the 2nd of November, 1862, unless formed under some other act of Parliament, or under letters patent (§ 4). 4, In the case of companies, associations, or partnerships of more than twenty persons (d) formed on or after the 2nd of November, 1862 (¢), for the purpose of carrying on any other business (except banking) for gain by the company, &c., or the members thereof, unless they are formed under some other act of Parliament, or under letters patent, or unless they are com- panies engaged in working mines within and subject to the jurisdiction of the Stannaries (§ 4) (/). Associations of more than twenty persons carrying on busi- ness by agents are within the act(g). But persons who are only the cestuis que trustent of others who carry on business as principals, do not themselves carry on business within the meaning of the act (i). What amounts to carrying on business for gain has been (a) This gets rid of London Monetary Co. v. Smith, 3 H. & N. (d) Ie. 20 when formed or by subsequent increase, Ex parte 543, and Lond. and Provincial Prov. Soe. v. Ashton, 12 C. B. N. 8. 709. The first of these cases was clearly wrong. (b) See 20 & 21 Vict. c. 14, §§ 26 & 27. As to insurance companies, see the cases in the last note, and Bank of London, &c., Ins. Assoc., 6 Ch. 421. (c) See 20 & 21 Vict. c. 49, §§ 4&5, Poppleton, 14 Q. B. D. 379. (e) As to older companies, see Shaw v. Simmons, 12 Q. B. D. 117. (f) The jurisdiction was extended to Devonshire by 18 & 19 Viet. ¢. 32. (g) See Harris v. Amery, L. R. 1 C. P 148, and the next note, (h) Smith v. Anderson, 15 Ch. D, 247, overruling Sykes vy. Beadon, 11 Ch, D, 170. REGISTRATION OF COMPANIES. 115 much discussed (2); and it is now settled that mutual marine Bk A aed 4. ass 4, insurance companies (j) and mutual loan societies (4) are ——-—-—— within the act; but freehold land societies ure not (J). Registration appears to be impossible only in the following Registration : when impossible. cases, Viz. : 1. In the case of companies and associations of less than seven members (§ 6). 2. In the case of companies and associations having the liability of their members limited by act of Parliament or letters patent, and not having a capital divided into shares or a transferable stock (§ 179, cl. 1, and § 181), e.g. mutual incor- porated societies, and learned societies, such as the Royal Society. 8. In the case of Trade Unions (m). 4. In the case of foreign incorporated companies (n). Companies which had been already registered under the Companies al- repealed acts of 1856—8 need not register under the act of sel aa 1862, but they may do so; and whether they do or do not re- % 1856-8. gister they are subject to its provisions, except that their own regulations remain unchanged (compare §§ 176, 177, 206, 208) (0). For some purposes (see §§ 176, 177) however, a distinction is made, in the case of non-re-registration, between companies formed and registered under the acts of 1856— 1858 and those registered but not formed under them. The former class are placed substantially on the same footing as companies formed and registered under the act of 1862, the old regulations being preserved (§$§ 176 and 206); whilst the latter class are placed on the same footing as other existing companies which have registered under the act of 1862 (§ 177). The other clauses which authorise, but do not imperatively Registration when optiona), (7) See the last note and the next (m) 34 & 35 Viet. c. 31, § 5. three. (n) Bulkeley v. Schut:, 3 L. R. P. (j) Padstow Totul Loss Assoc., 20 C. 764; Bateman v. Service, 6 App. Ch. D. 137; Ex parte Hargrove, 10 Ca, 386. Ch. 542. (0) See Torquay Bath Co., 32 Beay. (k) Jennings v. Hammond, 9 Q.B. 581. Of course without re-registra- D. 225 ; Shaw v. Benson, 11Q.B.D. tion such a company cannot be con- 563; Ex parte Poppleton, 14Q.B.D. verted from an unlimited into a 379. limited company. (1) Re Siddall, 29 Ch. D. 1. 12 116 Bk. I. Chap. 4. Class 4. Option to regis- ter with limited liability, or without. THE COMPANIES AcT, 1862. require, registration, are the 6th and the 180th. These appa- rently authorise any seven or more persons, associated for any lawful purpose, to form a company by registration with the ex- ceptions above mentioned(p). The circumstance that the persons are foreigners and intend to carry on business abroad does not preclude registration (q). With a few exceptions, every company capable of being registered may, at the option of its members or promoters, be registered either with or without limited liability (§§ 6 and 180) ; and, in the first case, with the liability limited either by shares or by guarantee (§§ 7 and 180). The exceptions are as follows : 1. No company, having the liability of its members limited by act of Parliament or letters patent, can register as an un- limited company, or as a company limited by guarantee (§ 179, cel. 2). 2. No company that has not a capital divided into shares, or a transferable stock, can register as a company limited by shares (§ 179, cl. 8, and § 181). This applies to most cost- book mining companies. Further a company can be formed with limited liability, but with the liability of its directors or managers unlimited (7). Having made these preliminary observations, it is proposed to consider the formation of registered companies and the evidence by which a person can be shown to be a member of them. For this purpose it is not necessary to distinguish limited from unlimited companies, but it is necessary to divide registered companies into 1. Companies formed and registered under the act of 1862. 2. Companies registered under that act, but not formed under it. (p) The joint effect of § 179,cl.1, not intended. See Ennis v. West and of §§ 180 & 181, seems tobe Clare Rail. Co., 3 L. R,, Ir, 94. that railway companies incorporated (q@) Princess of Reuss v. Bos, L. R. by act of Parliament, and having a 5H. L. 176, affirming General Co. for capital divided into shares or a Promoting Land Credit, 5 Ch. 363. transferable stock, may be registered (r) 30 & 31 Vict. & 131, § 4. under the act. This was probably REGISTRATION OF COMPANIES. 1. Companies formed and registered wnder the Companies act, 1862. Any seven or more persons associated for any lawful pur- pose may form a company under this act (§ 6). necessary that gain shall be the object of the company (s). A company is formed under the act of 1862, by the registra- Memorandum of. tion of a memorandum of association, bearing a deed stamp, and subscribed by seven or more persons, in the presence of, and attested by one witness at least (see §§ 8—11 and 17 and 18, and the forms in sched. 2). This memorandum must contain, 1, the name of the pro- posed company ; 2, the part of the United Kingdom in which the registered office of the company is to be; and 3, the objects for which the company is to be established (§§ 8—10, and sched. 2). If the company is to be limited by shares, the memorandum must also state, 4, that the liability of the members is limited; and, 5, the amount of proposed capital, and the shares into which it is to be divided (§ 8 and sched. 2, form A.). If the company is to be limited by guarantee, the memorandum must contain, in addition to the three things first above mentioned, a declaration that each member will, if necessary, contribute to a specified amount on the winding up of the company (§ 9, and sched. 2, forms B. and C.). company, whether limited or unlimited, has a capital divided into shares, each subscriber to the memorandum must write opposite his name, the number of shares he takes, and he must take one at least (§§ 8 and 14). A statement of the amount of nominal capital to be raised Stamp. by shares must be sent to the registrar and be stamped with a stamp duty of 2s. per 100I. of capital, see 51 Vict. c. 8, § 11. The memorandum of association must, in the case of an Articles of unlimited company, and of a company limited by guarantee, (s) See 30 & 31 Vict. c. 131, § 23. No questions, therefore, can arise under the act of 1862, similar to those which arose under 7 & 8 Vict. c.110. See as to the application of that act to projected railway com- panies, Abbott v. Rogers, 16 C. B. 277 ; to companies not having gain for their olject, R. v. Whitmarsh, 15 Q. B. 600; Bear v. Bromley, 18 in 271; Moore v. Rawlins, 6 C. B. N. S. 289; to companies, the forma- tion of which was commenced before lst Nov. 1844, Shaw v. Holland, 15 M. & W. 136. It is not even If the 117 Bk. I. Chap. 4. Class 4. 118 TH COMPANIES ACT, 1862. Bk. I. Chap. 4. and may in the case of a company limited by shares, be accom- Class 4. Table A. Registration of memorandum and articles. Certificate of registration. Construction of memoran dum and articles, - pamed, when registered, hy articles of association, prescribing regulations for the company (§ 14, and sched. 2, forms B. and C.). These articles must be printed and be stamped with a deed stamp, and be signed by the subscribers to the memo- randum of association, in the presence of, and attested by one witness at least (§§ 14 and 16). In the case of a company having a capital divided into shares, and not being limited by shares, the articles must state the amount of the proposed capital; and inthe case of a company not having such a capital, the articles must state the number of members with which the company proposes to be registered (§ 14). The first schedule of the act, table A., contains a set of regulations which may be adopted, wholly or in part, by any company, and which apply to companies limited by shares, unless the contrary is expressed in their registered articles (§§ 14 and 15). These regulations closely resemble those con- tained in table B., in the repealed act of 1856. They have been framed with care, and they should be adopted, as far as possible, in all cases. The Board of Trade has power to alter them, but not retrospectively (§ 71). The memorandum of association, and the articles, if any, are to be delivered to the registrar of joint-stock companies, who is required to retain and register them (§ 17). Certain fees are payable upon their registration (§ 17). After their regis- tration, the registrar is required to certify that the company is incorporated, and in the case of a limited company, that it is limited ; and his certificate is conclusive evidence that all the requisitions of the act, in respect of registration, have been complied with (§ 18) (¢). The memorandum of association and the articles of asso- ciation ought to be consistent with each other, and they ought, if possible, to be construed so as to make them consistent (uw). But if the two conflict, the articles must give way to the memorandum, for that is the more important document of the two, and cannot be altered except in certain particulars specified (t) Ante, p. 111. D. 75 ; South Durham Brewery Co., (u) See Felgute’s case, 2 De G. J. 31 Ch. D. 261. & Sm. 456; Anderson’s case, 7 Ch. MEMBERS. in the statutes (x). Many cases illustrating this general rule Bk. I. Chap. 4. will be met with hereafter when considering the powers of directors and majorities, and the liabilities of the subscribers of the memorandum (y). Moreover, articles of association, which are inconsistent with the Companies acts, are invalid (2). The articles of association may be varied by special resolu- Varying articles tion (§ 50), and the company cannot deprive itself of its power to alter them (a). The act in substance declares that the subscribers of the we are mem- memorandum of association (§§ 18 and 238) (5), and all persons as who have agreed to become members and whose names are entered in the register of members, shall be deemed members of the company (§ 23). It is conceived that persons who Subscribers of sign copies of the memorandum before it is registered are members under this act, as they were held to be under the act of 1856 (c). It is very difficult to see how any person who signs the memorandum of association can be held not to be a member. But in Felgate’s case (d), a person who had signed the memo- randum and articles of association was held not to be a contri- butory, as the articles he had signed had been tampered with before they were registered. He was held not to be bound by the articles, and not being bound by them he was held not bound by the memorandum. With respect to other persons it is to be observed that no Other members. particular form of agreement is necessary (e); but a question (x) See § 12 of the Companies act, 1862, and §§ 8, 9 & 21 of the Com- panies act, 1867, and § 5 of the Com- pariies act of 1877, and the Com- panies act, 1879. (y) See particularly Guinness v. Land Corporation of Ireland, 22 Ch. D. 349; Ashbury Rail. Carriage Co. vy. Riche, L. R. 7 H. L. 658 ; Dent's case, 8 Ch. p. 776. (2) Trevor v. Whitworth, 12 App. Ca. 409, the case of an article em- powering a company to buy its own shares. (a) Walker v. London Tramways Co., 12 Ch. D. 705. (®) Signature by an agent is sufti- cient, IVhitley Partners Limited, 32 Ch. Div. 337. (c) New Brunswick Rail. Co. v. Boore, 3 H. & N. 249. (@) 2De G. F. & J. 456. This case turned on the act of 1856, but there does not appear to be any difference between that act and the act of 1862, so far as this subject is concerned. (e) This gets rid of New Bruns- wick Rail. Co. v. Muggeridge, 4 H, & N. 160 & 580. See Rog Lead Mining Co. v. Montague, 10 C. BLN. 8. 481. 120 Bk. I. Chap. 4. Several classes of members. Certificate of title. Register of members. Correction of register, § 35. Class 4. THE COMPANIES AcT, 1862. may arise on this act, as on the Companies clauses consolida- tion act, whether a person may not be a member although his name is not on the register. In considering this question regard must be had to the right of companies to put persons on the register (f), to the provisions for its rectification (9), and to the extent to which a person may have acted and been treated as a member (i). There is nothing in the statute to prevent the existence of two or more classes of members (2), but as will be seen here- after (in Book III.) the rights of each class must be respected, and this consideration may prevent the creation of another class with special privileges. A certificate under the seal of the company, stating that any shares or stock are held by a member, is primd facie evidence of his title to the shares or stock therein specified (§ 31) (). Every company registered under the act is bound to keep at its registered office (§ $2) a register of its members, and a duplicate of any colonial register which it may keep under the provisions of the Companies (colonial registries) act, 1883 (J). The register must contain the names and addresses, occupa- tions, and the number of the shares, if any, held by the members, and the amounts paid, or agreed to be considered as paid, in respect of such shares, and the dates at which the members were registered, and the dates at which they ceased to be members (§ 25). No notice of any trust is to be entered on the register (§ 30) (m). The register is primd facie evidence of all matters directed or authorised to be inserted therein (§ 87) (n). The 35th section provides for the rectification of the register’ and is extremely important (0). Its effect is that if the name (f) Ante, p. 46. (9) §§ 35 & 98. (h) Ante, p. 47 et seq. (t) Wainstone’s case, 12 Ch. D. 239, where there were shareholders and assurance members not shareholders. (zk) The right to demand this cer- tificate is not given by the act, but only by Table A, Nos. 2 and 3. See as to these certificates, ante, p. 64. (1) 46 & 47 Vict. c. 30. (m) See as to this, Bradford Bank- ing Co. v. Briggs, 12 App. Ca. 29. (n) See, as to the register when fully paid-up shares have been re- placed by share warrants transfer- able by delivery, 30 & 31 Vict. c. 131, $ 21. (0) See on the correction of registers generally, ante, pp. 61-63. CORRECTION OF REGISTER. 121 of any person is without sufficient cause entered in or omitted Bk. I. Chap. 4. : a A : Class 4. from the register of members, or if default is made or unneces- § ————— sary delay takes place in entering on the register the fact of a ae any person having ceased to be a member of the company, he $ ** or any member of the company or the company itself may obtain an order for the rectification of the register. The order may be obtained from any division of the High Court; or in the case of a colonial register from any competent court in the colony where such register is kept (p). A difference of opinion has been expressed as to the correct interpretation of this section. Some consider that under it the register may be rectified whenever it can be shown by any person who is on or off the register himself that some other person ought as between themselves to be in his place (q); whilst others consider that the section does not admit of so wide an interpretation, being confined to the cases specified in its commencement (r), viz. :— 1. 'To cases where the name of a person is without sufficient cause entered in or omitted from the register. 2. To cases where default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company. The more restricted interpretation, it will be observed, renders the section inapplicable except where the company fails in discharging the duty imposed upon it of keeping a proper register. It must be borne in mind that before a company is being wound up its register is much more readily rectified than after the winding up has commenced and the rights of creditors have to be considered. The rectification of the register in connection with the settlement of the list of contributories will be considered hereafter ; in the present place those deci- sions only will be referred to which relate to the rectification of the register of a going company. (p) 46 & 47 Vict. c. 30, § 3 (3). case, 2 Ch. 431. (q) See Ex parte Shaw, 2 Q. B. D. (r) Ex parte Ward, L. R. 3 Ex, 463 ; Ward and Garfit’s case, 4 Eq. 180; Shepherd's case, 2 Ch. 16; and 189; Musgrave and Hart's case, 5 see Lord Cairns’ judgment in Ward Eq. 193; and the judgment of and Henry's case, 2 Ch. 431; Marino's Turner, L. J..in Ward and Henry’s case, 2 Ch. 596. 122 Bk. I. Chap. 4. Class 4. Instances of rectification, THE COMPANIES ACT, 1862. The 35th section not only authorises the correction of mis- takes but also the determination of important conflicting rights, going further in this respect than the corresponding section of the Companies act, 1856(s). As however trusts are not noticed (§ 30) the title to be investigated is the legal title or the right to acquire it (t). If this legal title is clear, and there is no difficult question of fact to be investigated, the Court will rectify the register without directing any action to be brought (uw); but the Court has a discretion as to whether it will interfere summarily under the act or direct an action, and will be guided by the nature of the facts in dispute and by the desirability of having them investigated by a jury(x). The circumstance, however, that the company has itself rectified the register does not preclude the Court from ordering it to be rectified ; an order of the Court being often of great import- ance to the applicant (y). Registers will be rectified at the instance of persons who have been registered as members without having entered into any contract to take shares (%); so where the contract they have entered into is void (a); so where the contract being voidable it has been duly avoided by the alleged shareholder. Thus registers have been rectified where persons have taken shares on the faith of a prospectus with which the company’s memorandum of association does not correspond (b) ; so where a person applied for shares on the faith of particular persons (s) As to which, see British Sugar Refining Co., 3 K. & J. 408. 669. (2) Los’ case, 6 N. R. 327 ; Higg’s (t) Ex parte Sargent, 17 Eq. 273 ; Ex parte Parker, 2 Ch. 685. (uw) Ex parte Shaw, 2 Q. B. D, 463. * (x) See the last case ; Ashkew’s case, 9 Ch. 664, where an action was directed to try a question of fraud ; Simpson's case, 9 Eq. 91, where a bill was directed to be filed. The diffi- culty here mainly turned on the construction of documents, and qu. the advantage of directing an action in such a case. (y) Martin’s case, 2 Hem. & M. case, 2 H. & M. 657 ; Martin’s case, ib. 659, where the name had been removed already; Baily’s case, 5 Ey. 428; 3 Ch. 592; Somerville’s case, 6 Ch. 266, 271. (a) Stace and Worth’s case, 4 Ch. 682. (b) Stewart's case, 1 Ch. 5743 Webster’s case, 2 Eq. 741; Downes v. Ship, L. R. 3 H. L. 343; and Ship's case, 2 De G. J. & Sm. 544; Breckenridge’s case, 2 Hem. & M. 642. Sce ante, p. 19 et seq. CORRECTION OF REGISTER. 123 named in the prospectus being directors, and such persous 5k. oe 4. refused to become directors (c) ; so where a person has been -—---—_-~ induced by the fraud of the company to become a member (d) ; so where the company refuses to register a transferee, to whom the company cannot object (e). Again, where shares are transferred to an infant the infant can have the register rectified whilst he is an infant (f), or on his coming of age, providing he has not accepted the shares (9) ; and the company itself can obtain an order rectifying the register in such cases (h) if it has not accepted the infant as a shareholder knowing the facts (7). So where a person has by misrepresentation or fraud induced the company to register him as a shareholder, the register will be rectified at the instance of the company, if it applies promptly (k), and if third parties have not dealt with the person registered and have not acquired rights on the faith of his being a shareholder (1). So where shares intended to be issued as fully paid up, have been inadvertently issued as not paid up, the register has been rectified under this section (m). The question whether a vendor or a purchaser of shares is entitled to be registered in respect of them can also be deter- mined upon an application to rectify the register (n). On the other hand, a duly registered member cannot have Application to his name struck off the register (0); and no person is entitled Geers (c) Anderson's case, 17 Ch. D. 373. noticed ante, p. 54. Compare (d) Smith’s case, 2 Ch, 604, and 4 H. L. 64; Pawle’s case, 4 Ch. 497 ; McNiel?’s case, 10 Eq. 503; Fox's case, 5 Eq. 118. (e) See Ex parte Parker, 2 Ch. 685, and tnfra, Bk. IIL, c. 4, § 5, Transfer of shares. (f) See Mann’s case, 3 Ch. 459 n. ; Capper’s case, ib, 458. (g) See Hart’s case, 6 Eq. 512; Wilson’s case, 8 Eq. 240. (h) See Symon’s case, 5 Ch. 298. (i) Parson’s case, 8 Eq. 656. (k) See Ex parte Kintrea, 5 Ch. 95. (1) See, as to this, Bahia and San Francisco Rail. Co., L. R. 3 Q. B. 584, and other cases of that sort Askew’s case, 9 Ch. 664, where an action was directed, (m) Darlington Forge Co., 34 Ch. D. 522; Ha parte Shaw, 18 Eq. 16; Ex parte Thomas, ib. 17 note. It seems that in these cases the com- pany may rectify its own mistake ; Hartley's case, 18 Eq, 542, and 10 Ch. 157 ; Re Etna Ins. Co., Ir. R. 7 Eq. 264. See as to shares issued at a discount, Rail. Time Tubles Pub. Co., W. N. 1888, 239. _(n) Ex parte Shaw, 2 Q. B. D. 463. (0) Ex parte Ward, L. R. 3 Ex. 180. 124 THE UOMPANIES ACT, 1862. Bk. a Coa 4. to have his name put on the register until he has complied ass 4. Damages. Costs, Stannaries. with all conditions precedent, ¢.g., proved his title to his shares in the manner required by the company’s regulations (p); and where a company is required to register a transfer of shares on which it has a lien, that lien must be first discharged (q). Neither can a person who was entitled to be on the register have it rectified in his favour if he has allowed some one else to be registered in his place, and such person has transferred his share to a bond fide purchaser (r); and as will be seen hereafter, under the head “‘ Contributories,” delay in applying to the Court is often fatal to the application (s). Nor can a company which has, when prosperous, persistently refused to register a person, obtain an order to register him when the company is in difficulties (¢). If a person has suffered damage by reason of a company improperly excluding him from or retaining him on its register, the company will be ordered to pay it(u). But the company will not be liable to pay any special damage arising from unusual circumstances of which it had no notice (z). So long as the company is a going concern, the Court has apparently no jurisdiction under the 85th section, to order costs to be paid by any one except by the company (y). But this observation does not apply to the costs of an appeal (2). If the application is made after the liquidation has com- menced, the Court has jurisdiction to order costs to be paid as it may think fit (a). The jurisdiction conferred by this section on the Vice- Warden of the Stannaries to rectify the register of companies (p) East Wheal Martha Mining Co., 33 Beav. 119. (qg) See London, Birmingham, ce., Bank, 34 Beav. 332 ; Stockton Mal- leable Iron Co., 2 Ch. D. 101. (r) London and Provincial Tele- graph Co., 9 Eq. 653. (s) See Scottish Petroleum Co., 23 Ch. D. 413. (t) See Stchell’s case, 3 Ch. 119, Nicol’s case and Tufnell and Pon- sonby’s case, 29 Ch. D. 421, (u) New Quebrada Co. 36 L. J. Ch. 903. (x) Skinner v. City of London Marine Ins. Corp., 14 Q. B. D. 882. (y) Ex parte Sargent, 17 Eq, 278 ; Lx parte Kintrea, 5 Ch. 95. (2) Ex parte Shaw, 2 Q. B. D. 463. (a) See Ex parte Kintrea, 5 Ch. 95. In Anderson’s case, 17 Ch. D. 373, and in Wood’s case, 15 Eq. 236, the company was ordered to pay costs as between solicitor and client. REGISTER. 125 within the district of the Stannaries, does not exclude the Bk. aoe 4, jurisdiction of the High Court for the same purpose (0). - Notice of an order rectifying the register must in most cases be given to the registrar (c). By § 98 of the act of 1862 it is provided that when a Correction of company is being wound up, the Court winding it up shall one of have power to rectify the register of members; and this power company. is constantly acted upon (d). In determining who are contribu- tories, the actual state of the register is therefore of much less importance than the state in which it ought to be. A company can correct its own register where a Court would compel it to do so (e). Every person, whether a member or not, has a right to Inspection of inspect the company’s register, and to have a copy of it, or of hs any part of it, on payment of a small fee (§ 32). Every member is entitled to inspect the register gratis; other per- sons may be required to pay one shilling (§ 32). may be temporarily closed (§ 38). The act does not expressly require the register to be sealed Observations on with the company’s seal; and a book kept as required by § 25 se may, it is conceived, be evidence under § 387, though not sealed (f). In addition to the register of members above referred to, Annual list and every company having a capital divided into shares is bound Spe under penalties to keep in a separate part of its register of members, and once a year at least to make out and transmit to the registrar of joint-stock companies, a list of its members and late members, and a summary showing the amount of the company’s capital, and the number of shares into which it is divided, and the number of shares issued and forfeited, and the amount of calls made, received and unpaid (§§ 26 and 27, The register (b) The Penhale and Lomax, de., than that conferred by § 35. See Co., 2 Ch. 398. Sichell’s case, 3 Ch. 119; Reese River (c) § 36. Co. v. Smith, L. R. 4 H. L. 64. (d) No special application to (e) Hartley’s case, 18 Eq. 542, and rectify the register is necessary in these cases; Breckenridge’s case, 2 Hem. & M. 642. The power con- ferred by § 98 is not more extensive 10 Ch. 157. See ante, pp. 68, 123. (f) See Cornwall, &c., Mining Co. v. Bennett, 5 H. & N. 428, and see ante, pp. 57-60. 126 THE COMPANIES AcT, 1862. Bk. I. Chap. 4. and sched. 2, form E.) (g). And every company not having a Class 4. Inspection. capital divided into shares is bound to keep at its registered -office a register of its directors and managers, and to send a copy of such register to the registrar of joint-stock companies, and to notify all changes amongst them to him (§§ 45 and 46). When share warrants transferable to bearer have been issued under the Companies act, 1867, the annual return must be varied as required by that act (hk). And when any company has reduced its capital under the Companies act, 1880, the annual return must contain the particulars required by sect. 6 of that act (2). These documents when registered are open to the inspection of every one on payment of a small fee (§ 174, cl. 5; see also as to their inspection, § 32). 2. Companies registered under the Companies act, 1862, but not formed under it. Little need be said with respect to the formation of com- panies which may be registered under the act of 1862, but which are not formed under its provisions. Such companies, if created already, must have been formed either under acts now repealed, or in one of the various methods which have been considered in preceding pages ; and companies, if created hereafter, but not under the act, must, as the law at present stands, be formed in one or other of the same methods, that is to say, under some special act of Parliament, or under a royal charter or letters patent, or, if for working mines in Cornwall or Devonshire, on what is called the cost-book principle. It has been already seen that registration, under the act, of companies not formed under it, is in some cases compulsory, in some impossible, and in others optional (k). With respect to existing companies which are required to register, and which omit so to do, the consequences of non-registration are serious; (g) See as to these sections and as and Barton, 10 L. BR. Q. B. 329. to the powers of magistrates under (h) See 30 & 31 Vict. c. 131, § 32. § 27, Briton Medical and General (2) 43 Vict. c. 19, § 6. Life Assoc, 39 Ch. D. 61; Gibson (k) Ante, p. 114 et seg. REGISTRATION. 127 for, first, such companies cannot sue (1); secondly, no divi- Bk. oe 4. dends can be lawfully paid to their shareholders; and, thirdly, —- - each of their directors becomes liable to a penalty of 51. per day (§ 210) (m). Companies not formed under the act but capable of being Registration of registered under it, may, subject to certain restrictions and nea ny F qualifications (see §§ 179—188) (n), be registered either with limited ability. or without limited liability (§ 180); and such liability, if limited, may be limited either by guarantee or by shares (§ 180) (0). Every company when registered becomes incorporated under Effect of the act (§§ 191 and 192). The incorporation, however, does "ition. not deprive the company of its property or acquired rights (§ 198), nor discharge it from its debts or other liabilities (§ 194) (p). But after registration no execution upon a judg- ment against the company can be issued against its members (§ 195). must, after its registration, proceed to wind up the company, if they cannot obtain payment of their debts by execution against the property of the company (q). Upon compliance with certain requisitions mentioned in the The creditors, therefore of an existing company (D Accordingly it was held in the case of the Waterloo Insur. Co., 31 Beav. 586, that an insurance company could not petition to be wound up before it was registered. (m) A company required to register under the act by § 209, and registered accordingly, is in the same position as if it had been registered voluntarily, Ramsay’s case, 3 Ch. D. 388. ‘(n) § 182 is repealed, and a sub- stituted section enacted by the Com- panies act, 1879, 42 & 43 Vict. c. 76, § 6. (0) A company registered as un- limited may be afterwards registered as limited under the Companies act, 1879. (p) See Grous’s Soap Co. v. Cooper, 8 C. B. N.S. 800, where a surety to aycompany registered under 7 & 8 Vict. c, 110, and registered with limited liability under 18 & 19 Vict. v. 188, was held not to be discharged by such registration. (g) The effect of registration on the liabilities of members will be considered hereafter. It has been held that § 194 does not affect the question who ought to be contri- butories on the winding up of the company, Fountain’s case, 11 Jur. N. 8. 553 ; and that § 195 does not prevent a shareholder in a cost-book mining company, who had retired before the registration, from being sued in respect of a debt contracted whilst he was a shareholder; Lanyon v. Smith, 3 B.& Sm. 938 ; Harvey v. Clough, 2 N. R. 204. As to what companies cannot register, see ante, p. 115. 128 Bk. I. Chap. 4. Class 4. Change of name. Membership in these companies. 7 & 8 Vict. e. 110. THE COMPANIES ACT, 1862. act, and which need not be here specified (see §§ 109, 179, and 183—8), the registrar is required to certify that the company is incorporated under the act, and in the case of a limited company, that it is limited (§ 191); and his certificate is con- clusive evidence that all requisitions have been complied with, and that the company is authorised to be registered as a limited or unlimited company, as the case may be (§ 192) (r). An existing company cannot, apparently, change its name on registration, except by adding the word “limited” to its former name. (Compare § 183, cl. 3, and § 190.) After registration, however, it has the power of changing its name as if it were formed under the act. (See §§ 12, 18, 20, and 196) (s). The question who is a member in a company registered, but not formed under the act of 1862, depends upon the consti- tution of the particular company, and must be determined upon the principles which have been already considered (see § 196). With respect, however, to companies governed by the repealed acts of 7 & 8 Vict. c. 110, 7 & 8 Vict. c. 118, and 19 & 20 Vict. c. 47, it may be useful to add a few observations. Companies formed under 7 & 8 Vict. c. 110, were incor- porated by registration, but before being so incorporated they passed through a preliminary state, viz., that of provisional registration, the object of which was to enable the public to ascertain the nature and objects of the proposed company and the persons who projected it. Provisional registration did not incorporate the company or its promoters (t), nor did it affect their liability for each other’s acts (w). A certificate of com- plete registration was necessary to form and incorporate the company ; and before this could be obtained a deed of settle- ment containing certain covenants and particulars specified by the act was required to be executed by at least one-fourth of the subscribers to the company. The certificate of complete registration was conclusive evidence that all the requisitions of (r) See, as to this certificate, ante, (t) See BR. v. Whitmarsh, 14 Q. B. pp 111, 112. 803. (s) See as to changing name, ante, (u) See Reynell v. Lewis, and p. 112, and as to becoming limited, T”yld v. Hopkins, 15 M. & W. 517; see the Commanies act, 1879 Walstab v. Spottiswoode, ib. 501, REGISTRATION OF COMPANIES. 129 the act had been duly complied with (x). The act defined a Bk. a ae 4. shareholder to mean any person entitled to a share, and who ————— had executed the deed of settlement or a deed referring to it ; and it was held that no person was a shareholder who had not executed such deed (y). Chartered banking companies were formed under the repealed Chartered bank- act of 7 & 8 Vict. c. 118, by letters patent and a deed of settle- rane as ment set forth in it. This act contained no definition of the © 118. word shareholder, but persons whose names were returned as shareholders to the stamp office pursuant to the act were primd facie liable as shareholders (2). Companies were formed under the acts of 1856-8, as under Joint-stock the act of 1862, by registration. Under 19 & 20 Vict. ¢. 47, {g56. ome § 19, every person who had accepted shares in a company formed under it, and whose name was entered in the company’s register, and no other person (except a subscriber to the memorandum of association in respect of the shares sub- scribed for by him) was a shareholder; and § 20 in effect declared that a transferor of a share should be deemed a shareholder until the transferee was registered in his place. These enactments may still be important. Moreover, not- withstanding the repeal of the act of 1856, the regulations contained in table B. in the schedule to that act still apply to those companies which were subject to them when the Com- panies act, 1862, was passed (see § 206). These regulations, therefore, must be consulted in order to decide who is or is not a member of such companies; and as regards other com- panies registered under the act of 1856, attention must be paid to their regulations, deeds of settlement, charters, &c. (a). (c) Banwen Iron Co. v. Barnett, 8 Butler, ib. 645, and 4 ib. 469; C. B. 406; Bird’s case, 1 Sim. N. 8. Daniell v. Royal Brit. Bank, 1 H. 47 ; Pilbrow v. Pilbrow’s Atmospheric & N. 681 ; Henderson v. Royal Brit. Co., 5 C. B. 440, Bank, '7 E. & B. 356. (y) See ante, pp. 48 et seg. (a) See New Brunswick Rail. Co, (2) Dossett v. Harding, 1 C. B. v. Muggeridge, 4 H. & N. 160 and N. S. 524; Powis v. Harding, ib. 580, and Bog Lead Mining Co. v. 551; Thompson v. Harding, ib. 555; Montague, 8 Jur. N. 8. 310, noticed Fry v. Russell, 3 ib. 665; Powis v. ante, p. 45, note (¢). L.C. *k 130 Bk. I. Chap. 5. Sect. 1. ILLEGAL COMPANILS. CHAPTER V. OF ILLEGAL COMPANIES. SECTION L—WHAT COMPANIES ARE ILLEGAL. Tr has been said that unincorporated joint-stock companies with transferable shares are illegal at common law, first, because the privilege of having transferable shares can only be acquired by charter from the Crown, or by an act of Parliament; and, secondly, because all such companies are dangerous, mis- chievous, and, in short, public nuisances. But this view can- not, the writer thinks, be supported. The question has now only an historical interest, and the following note on the subject is reprinted for the convenience of those who may desire information on the subject. Note on the Bubble act. In order to investigate this subject properly, it is necessary to advert to the celebrated “Bubble act” of 1719, and the decisions upon it, for although that act is repealed, the discussions to which it gave rise are constantly referred to when the illegality at common law of joint-stock companies is alleged or denied. The Bubble act (a) was levelled more particularly at— 1. The acting or presuming to act as a corporate body. 2. The raising or pretending to raise transferable stock. (a) 6 Geo. 1, ¢.18,§ 18. In the Str. 472, but that case throws no first two editions this act was printed at length, but it is omitted now for the sake of gaining space. The act was repealed by 6 Geo, 4,¢. 91. The earliest reported decision on the Bubble act is RB. v. Cawood or Cay- wood, 2 Ld, Raymond, 1361, and 1 light on any question of present importance, as it merely relates to the punishment to be inflicted on a person found guilty of an infringe- ment of the act. See as to the his- tory of this act, Collyer on Partner- ship, p. 722, ed. 2, UNINCORPORATED COMPANIES WITH TRANSFERABLE SHARES. 131 3. The using of charters fur purposes not warranted by them. 4, The formation of dangerous and mischievous companies, tending to the grievance of the subjects of this realm. 1. With respect to acting or presuming to act as a body corporate, it was Assuming to act held in R. v. Webb (b) that having a committee, general meetings, and 48 4 corporation. power to make bye-laws, was not unequivocally assuming to act as a body corporate ; but in the later case of Josephs v. Pebrer (c) the Court was of a different opinion. To create transferable shares in a common stock has also been said to amount to assuming to act as a body corporate, although only such bodies corporate as are specially empowered so to do can lawfully possess stock, the shares in which are transferable (d). 2. With respect to transferable stock it was held that any company not Transferable incorporated and specially empowered to possess such stock was illegal, if it shares. professed to have its stock divisible into shares transferable from one person to another without restriction (e). But it was held that, if the shares were not thus transferable, their transfer being restricted to such person as should be approved by a committee, and as should enter into some special agree- ment(f), or to persons already members of the company (g), the company was not necessarily illegal. A scheme for establishing a tontine the shares in which were to be transferable after a certain time, was held not to be illegal, the scheme having failed before the time arrived (hk). And where a railway company, the shares in which were to be transferable, was projected, and the projectors issued scrip, but resolved that nothing further should be done without the authority of Parliament, it was held that the project was not illegal (7). 3. To use charters for purposes not authorised by them was clearly illegal, Using charters not only by the act, but at common Jaw. This ground of illegality does not, "PP ee however, appear to have been made the subject of any decision on the act now in question. 4, Lastly, with respect to the general sround of illegality, for being mis- Tendency to chievous, and tending to the grievance of the subjects of this realm. In ™schief. R. v. Dodd (k) it was held that a company with transterable shares based Rex v. Dodd. upon a prospectus which declared that no person could be accountable beyond the amount of the shares for which he should subscribe, was illegal, Bk. I. Chap. 5. Sect. 1. (b) 14 East, 406. (c) 3 B. & C. 639, Adopting a name which necessarily denotes a corporation is assuming to act as a corporation, R. v. Whitmarsh, 14 Q. B. 803. So is the assumption and use of a common seal, Cooch v. Good- man, 2 Q. B. 580. These cases were not decided on the Bubble act, and do not show that an unincorporated society which assumes to act as a corporation is illegal. (d) See Duvergier v. Fellowes, 5 Bing, 248. (¢) Buck v. Buck, 1 Campb. 547; R. v. Stratton, ib. 549, note ; Josephs v. Pebrer, 3 B. & C. 639. (f) #. v. Webb, 14 Hast, 406; Pratt v. Hutchinson, 15 ib. 511. (g) Per Lord Eldon, in Ellison v, Bignold, 2 J. & W. 510. (h) Nockells v. Crosby, 3 B. & C. 814. (7) Kempson v. Saunders, 4 Bing 5, (k) 9 East, 516, and see Blundell v. Winsor, 8 Sim, 601, K 2 182 Bk. I. Chap. 5. Sect. 1. Rex v. Webb. Josephs ». Pebrer. Opinion of Lord Eldon. Duvergier v. Fellowes. Blundell v. Winsor. ILLEGAL COMPANIES. on the ground that this was a mischievous delusion, calculated to ensnare an unwary public. In R. v, Webb(l) it was held that a company, the shares in which were transferable, but not without restriction, was not necessarily mischievous ; and the jury having found that the company was jn fact rather beneficial than otherwise, the company was held to be legal. As regards the important question, how far the mere raising transferable stock was, per se, an offence against the act, the Court inclined to think that it was not, unless the company had in fact a mischievous tendency (m). In Josephs v. Pebrer (n),a company, with shares transferable without restriction, was held to be clearly mischievous, particularly because the shares were sold at a very considerable premium. Abbott, C. J., thought that this tended to introduce gaming and rash speculation to a ruinous extent, to the grievance of numbers of his Majesty’s subjects. Such are the leading decisions on this celebrated act. Juster views of political economy, and of the limits within which legislative enactments should be confined, have led to the repeal of the statute in question, which, though deemed highly beneficial half a century ago, probably gave rise to much more mischief than it prevented. But the repeal of the act still leaves room for the contention that companies of the nature described in the act are illegal at common law. This question is one of present importance, especially in the colonies, and requires therefore careful consideration. Lord Eldon, who certainly had a great aversion to companies, seems to have been of opinion, in Kinder v. Taylor (o), that companies with large capitals, arising from numerous small contributions, and with transferable shares, were injurious to the public, and were illegal, independently of the Bubble act. The same opinion was expressed by the Court of Common Pleas, in a case which arose after the repeal of that act(), and also by the Vice-Chancellor Shadwell, on a still later occasion (q). In none of these cases, however, was it necessary to decide this question. In Duvergier v. Fellowes (r), the company was formed for an illegal purpose, viz., the work- ing of a patent which could not be lawfully transferred to more than five persons, and this was the ground relied on by the Court of Appeal. In Blundell v. Winsor (s) the Vice-Chancellor thought that there was held out to the public a false and fraudulent representation calculated to ensnare the unwary, v7z., a representation that any shareholder when he transferred his (1) 14 East, 406. This is the leading case on the Bubble act, and is well worthy of attentive perusal. (m) See, too, Nockells v. Crosby, 3 B. & C. 814; Pratt v. Hutchinson, 15 East, 511; Brown v. Holt, 4 Taunt. 587. (n) 3B. & C. 639. (0) Coll. on Part. 917, ed. 2. (p) Duvergier v. Fellowes, 5 Bing. 248 ; affirmed 10 B, & C. 826, and 1 Cl. & Fin. 39. (q) Blundell v. Winsor, 8 Sim. 601. (r) 5 Bing. 248, and 10 B. & C. 826, and 1 CL. & Fin. 39. (s) 8 Sim. 601. This case can- not be supported. See Harrison v. Heathorn, 6 Man. & Gr. 81. In Blundell v. Winsor there was not in fact any such holding out as sup- posed by the Vice-Chancellor, UNINCORPORATED COMPANIES WITH TRANSFERABLE SHARES. 188 shares ceased to be liable to the debts of the company; and he relied on Bk. I. Chap. 5. this as a ground of illegality. Although, therefore, in each of these cases the Court was of opinion that the company was illegal, inasmuch as it trenched upon the prerogative of the Crown by assuming to do that which cannot be lawfully done without special authority, there were additional circumstances, rendering it unnecessary to decide on this ground alone. In Sect. 1. Valburn v. Ingilby (t) Lord Brougham declined to declare an unincorporated Walburn 2, joint-stock company, with transferable shares, illegal ; although the deed of Ingilby. settlement stated that provision was to be made, in all engagements to be entered into by the directors, that no shareholder should be liable beyond the amount of his share, and his lordship thought this clause was nugatory. In Garrard v. Hardey (w) it was held that an unincorporated joint-stock Garrard v. company, which had assumed the name of “The Limerick Marble and Lines Stone Company,” and had a capital of 50,000I., divisible into 500 transfer- able shares, was not illegal at common law. It was in this case declared that the raising and transferring of stock in a company could not he held to be in itself an offence at common law. In Harrison v. Heathorn (x), a Harrison v. similar conclusion was arrived at. In this case the company’s deed of Heathorn. settlement provided that a person ceasing to be a shareholder should be entitled to a certificate declaring him discharged from all liabilities on account of the shares formerly held by him. This was, in fact, the same company as was held to be illegal by Vice-Chancellor Shadwell in Blundell v. Winsor, which, though not overruled on appeal, can scarcely be sup- ported after the decision in Harrison v. Heathorn. Attempts have also been made to induce the Courts to declare scrip Scrip companies. companies (i.e, unincorporated companies with shares transferable by delivery) to be illegal at common law(y). But these attempts have been unsuccessful. The case of Blundell v. Winsor, always relied upon as an authority by those who contend that such a company is illegal, has never met with approbation from the bench; nor has it ever been followed. Upon the whole, therefore, it appears that there is no case deciding that Conclusion from a joint-stock company with transferable shares, and not incorporated by the cases. charter or act of Parliament, is illegal at common law ; that opinions have nevertheless differed upon this question ; that the tendency of the Courts was formerly to declare such companies illegal; that this tendency exists no longer; and that an unincorporated company with transferable shares will not be held illegal at common law, unless it can be shown to be of a dangerous and mischievous character, tending to the grievance of her Majesty’s subjects. The legality at common law of such companies may therefore be considered as finally established. (t) 1 M. & K. 61, and Cooper, 177; Ha parte Aston, 27 Beay. 474, temp. Brougham, 270. and 4 De G. & J. 320; Ex parte (u) 5 Man. & Gr. 471. Grisewood, 4 De G. & J. 544. As to (ce) 6 Man. & Gr. 81. See, too, the effect of the act of 1862 on these Sheppard v. Oxenford,1 K.& J. 491. companies, see infra, p. 135. (y) See Ex parte Barclay, 26 Beay. 134 Bk, I. Chap. 5. Sect. 1. Observations on the illegality of companies with transferable shares. ILLEGAL COMPANIES. It is nut easy to arrive at any other conclusion if the question is examined without reference to the decisions which have been noticed. For 1. It is not illegal for persons, however numerous, to enter into an ordinary contract of partnership. 2. It is not illegal for all those persons to agree that one of them shall retire, and that a person who is not a member of the firm, but who is willing to become one, shall take his place. 3. It is not illegal for partners, however numerous, to agree once for all that any partner who is willing to retire shall be at liberty so to do, and to introduce in his place any person selected by himself. 4, It is not illegal for an out-going partner of a firm established on this last principle, to retire in favour of an in-coming partner, upon any terms to which they both agree, provided those terms are not themselves illegal. 5. It is not illegal for an out-going and in-coming partner to agree that the latter shall pay the former more or less than he himself paid when he entered the firm. 6. It is not illegal tor the members of a partnership to assume a name (2), and to agree that the management of its affairs, both external and internal, shall be entrusted to a select few, and that those few shall have the power to make rules which the others will obey. If these propositions are assented to, it will, it is conceived, be found impossible to establish the illegality at common law of unincorporated joint-stock companies with transferable shares (a). To say that such a partnership is illegal, because it assumes to act as a corporation, is untrue ; for none of the above acts are characteristic of corporations. What distinguishes corporations from other bodies is their independent personality ; and no society which does not arrogate to itself this character can be fairly said to assume to act as a corporation. Besides this, it is by no means clear that it is illegal at common law to assume to act as a body corporate (0). To assert that unincorporated companies with transferable shares are muis- chievous and dangerous, and therefore illegal, is to assert a proposition the truth of which has not yet been established, and which therefore cannot be admitted as the basis of a judicial inference. This ground of illegality would probably not have been relied upon so much had it not been for the technical rules of pleading which required all the members of a firm, how- ever numerous, to be made defendants to actions and suits against the firm. This rule undoubtedly created difficulties in dealing with large bodies of persons unless they were incorporated ; but if the question is reduced to this, viz., whether the rule, or a company to which it is inapplicable, most deserves to be characterised as mischievous, the question must surely be answered in favour of the company and against the rule. The rule, how- (2) Ante, p. 138. See the qualifi- that presuming to act as a body cor- cation in p. 181, note (c). porate was an offence at common (a) See Valburn v. Ingilby, Cooper, law.” As to assuming a corporate temp. Brougham, 270. name and using a corporate seal, sce (6) See 6 Man. & Gr. 107, where ante, p. 131, note (c). Tindal, C. J., says, “I am not aware UNINCORPORATED COMPANIES WITH TRANSFERABLE SHARES. 185 ever, being established as law, the judges felt bound to adhere to it, and Bk. z Chap. 5. then finding it difficult to deal with unincorporated companies, declared them mischievous and illegal. The difficulty presented by the rule in question has been to a great extent removed by the Judicature acts and rues made under them. ect. 1. Assuniing an unincorporated joint-stock company not to be Effect of non- illegal at common law, it remains to be considered whether it is rendered illegal, by statute, if not registered. registration. The Companies act, 1862, is extremely important in this Companies act, respect, for the 4th section says imperatively that no company, association, or partnership, shall be formed after the 2nd of November, 1862, except as therein mentioned. From this it follows that companies, associations, and partnerships required to register under that section, are illegal if not registered (c). In this respect the act of 1862 differs from the Companies acts of 1856 and 1857 (d), and resembles the older acts of 7 & 8 Vict. c. 110, and c. 118 (e). Companies formed before the 2nd of November, 1862, and required by the Companies act, 1862, to register under it, are not illegal, although the consequences of non-registration are severe (see § 210). 1862, The question whether scrip companies formed since the act Bae com- of 1862 are illegal, has not yet been determined (f); but it is ee of great practical importance, and before deciding it attention must be paid not only to the precise language of the act, but also to the difference between agreements to form companies (c) See acc. Hx parte Day, 1 Ch. D. 699 ; 8. Wales Atlantic Steamship Co.,2 Ch. D. 763; Ex parte Har- grove, 10 Ch. 542 ; Harris v. Amery, L. R. 1 C. P. 148; Jennings v. Hammond, 9 Q. B. D. 225; Shaw y. Benson, 11 Q. B. D. 563; Ea parte Poppleton, 14 Q. B. D. 379; Smith v. Anderson, 15 Ch. D. 247; overruling Sykes v. Beadon, 11 Ch. D. 170; Padstow Total Loss Assoc., 20 Ch. D. 187 ; In re Siddall, 29 Ch. D. 1, all noticed ante, p. 114-115. (d) See 20 & 21 Vict. c. 14, § 3, and c. 49, § 5. (€) As to which see O'Connor v. Bradshaw, 5 Ex. 882, as to banks; and as to other companies, Butt v. Monteauz, 1 K. & J. 98; Sheppard v. Oxenford, ib. 491. The 7 & 8 Vict. c. 110, did not apply to com- panies formed before the passing of the act, Hx parte Aston, 27 Beav. 474, and 4 De G. & J. 320; and see Womersley v. Merritt, 4 Eq. 695. (f) The point was discussed in The Gen. Co. for the promotion of Land Credit, 5 Ch. 363, and Princess of Reuss v. Bos, L. R. 5 H. L. 176. It is tolerably plain that shares not paid up in full cannot be made transferable to bearer. 136 Bk. I. Chap. 5. Sect. 1. Bankers. Issue of notes. ILLEGAL COMPANIES. and partnerships and companies and partnerships which are actually formed (g). Scrip companies are not, in the writer’s opinion, illegal at common law (h). The only other statutes to which it may be useful to allude in the present connection are those relating to bankers (i). By 7 & 8 Vict. c. 82, s. 21 (k), all bankers are required on the first day of January, in every year, to make a return to the stamp office of their names, residences, and occupations, or in the case of a company or partnership, of the name, residence, and occupation of every member of the company or partner- ship, and in default a penalty of 50l. is inflicted. Upon this act a question might arise as to the legality of a banking part- nership, or company, composed in part of members whose names are not returned. By two statutes, which have since been considerably modi- fied, it was made unlawful for banking firms of more than six members, to issue in London or within sixty-five miles thereof, notes payable on demand, or within six months after date (J). (g) See Partn., p. 23, et seq. (h) Ante, p. 133. () As to marine insurers, see Partn. 97. (k) §§ 8 & 29 of this act, and parts of §§ 9 & 23 are repealed by 37 & 38 Vict. c. 96. (1) 89 & 40 Geo. 3, & 28, § 15; 7 Geo. 4, c 46. See Broughton v. Manchester and Salford Waterworks Co, 3B. & A. 1; Bank of England v. Anderson, 3 Bing. N. ©. 589; Bank of England v. Booth, 2 Keen, 466; and on appeal, Booth v. Bunk of England, 6 Bing. N. ©. 415; and 7 Cl. & Fin. 509. By a sub- sequent act (9 Geo. 4, c. 23) the right to issue bills and notes pay- able on demand was extended to all bankers (except within London or three miles thereof), provided they obtained a licence and gave a secu- rity, as required by the act. By 3 & 4 Will. 4, c. 83, § 2, it was made lawful for banking firms of more than six persons to issue notes pay- able in London through an agent, or to draw bills or notes upon any agent in London, payable on de- mand, or otherwise, in London, and for any less amount than 501, Then the legislature retraced its steps, conferring by the act of 3 & 4 Will. 4, c. 98, certain privileges on the Bank of England, and enact- ing (§ 2) that during the continu- ance of those privileges no banking firm of more than six persons should issue in London, or within sixty-five miles thereof, bills or notes payable on demand, with a proviso, as to firms carrying on business beyond that limit, in favour of bills and notes, payable through an agent in London, and for not less than 5J, Then by the Bank Charter act of 1844 (7 & 8 Vict. c. 32, §§ 10 & 11), it is en- acted that no person, other than a banker, who on the 6th of May, 18H, BANKERS. 1387 Upon these statutes, it was held, that a banking company Bk. I. Chap. 5. of more than six persons associated for the purpose of issuing notes payable on demand, or within six months after date, was not illegal unless it was proved that the company issued such notes within sixty-five miles of London (m). Upon a similar statute relating to Ireland (n), it was held, that in order to establish the illegality of a banking company upon the ground that its houses of business had been, from the time of the formation of the company until the commencement of the suit, and then were, at places in Ireland within fifty miles of Dublin, it was necessary to prove the existence of a place of business within that limit for the whole time alleged (0). The statutes in question, moreover, have been held only to affect was lawfully issuing his own bank- notes, shall issue any bank-notes in any part of the United Kingdom ; and that it shall not be lawful for any banker to issue in England and Wales bills or notes payable to bearer on demand; except that it shall be lawful for any banker who was, on the 6th of May, 1844, carry- ing on the business of a banker in England or Wales, and was then lawfully issuing in England or Wales his own bank-notes under the authority of a licence, to con- tinue to issue such notes to the extent and under the conditions mentioned in the act ; and by § 26, it is made lawful for banking firms, though of more than six members, carrying on business in London, or within sixty-five miles thereof, to draw, accept, or endorse bills not payable to bearer on demand. Such is the state of the law on this sub- ject at the present time. The joint effect of the above enactments seems to be that: (1.) The Bank of England can alone issue, in Lon- don, or within three miles of it, notes payable to bearer on demand. (2.) Beyond that limit such notes may be issued by bankers who were Sect. 1. Bankers. lawfully issuing them before May, Issue of notes. 1844, under a licence; but by no other bankers ; and not, therefore, by any banking firm of more than six persons carrying on the business of bankers within sixty-five miles of London. In other words there are three limits: (1.) London and three miles round, in which the Bank of England has an exclusive monopoly. (2.) The district more than three, but within sixty-five miles of London, in which the mo- nopoly is divided between the Bank of England and banking firms of less than six members, lawfully issuing notes before May, 1844. (3.) The district more than sixty-five miles from London in which the mono- poly is divided between the Bank of England and banking firms of six or more or less members, law- fully issuing notes before May, 1844, See further on this subject the note to the Cos. act, 1862, sched. 3, part 2, in the Appendix ; A.-G. v. Birkbeck, 12 Q. B. D. 605. (m) Ransford v. Copeland, 6 A. & E. 482. (n) 6 Geo. 4, c, 42, § 10. (0) Hughes v. Thorpe,5 M. & W. 656. 138 ILLEGAL COMPANIES. aia ue 5. partnerships formed for the purpose of carrying on the busi- Chemists. ness of a banker, and not to interfere with the issue of notes by firms not carrying on such business. By an act which prior to 1857 regulated joint-stock banks in England (7 & 8 Vict. c. 118, § 1), it was not lawful for any company of more than six persons to carry on the trade or business of bankers in England under any agreement or cove- nant of co-partnership made or entered into on or after the 6th of May, 1844 (p), unless by virtue of letters patent to be granted by her Majesty according to the provisions of that act. Any banking company therefore formed since May, 1844, and not under letters patent, was altogether illegal if its members were more than six in number (q). But the law on this head has been altered by 20 & 21 Vict. c. 49, and by the Companies act, 1862. The combined effect of those acts apparently is that banking companies of ten or more members formed between May, 1844, and November, 1862, must be registered unless formed under letters patent, but are not illegal by reason of non-registration (7), and banking companies of ten or more members formed since November, 1862, must be registered, and are illegal if not registered (s). An incorporated company may carry on business as chemists and druggists if the persons who actually sell and dispense drugs are duly licensed so to do (t). The principle of the decision which settled this is applicable to other licensed trades and businesses. (p) See Wigan v. Fowler,1 Stark. § 205, and sched. 3, and the note 459 ; Perring v. Dunston, Ry. & M. thereto in the Appendix. 426. (s) Companies act, 1862, § 4, and (q) See O'Connor v. Bradshaw, 5 ante, p. 114, Ex, 882. Compare this case with (t) Pharmaceutical Soc. v. London R. v. Whitmarsh, 15 Q. B. 600. and Provincial Supply Assoc., 5 App. (r) See 20 & 21 Vict. c. 49, §§ 4, Ca. 857, and 5 Q. B. D. 310; re- 5 & 12, and the Companies act, 1862, _ versing 4 ib. 313. CONSEQUENCES OF ILLEGALITY. SECTION II.—CONSEQUENCES OF ILLEGALITY. 139 Bk. I. Chap. 5 Sect. 2. If a company, when it is formed, will be illegal, any contract Consequences to form it must be illegal also. Upon this ground it was held in Duvergier v. Fellowes (u), that a bond for the payment of money upon the formation by the obligee of an illegal company was invalid. It does not, however, follow that because an agreement to Effect of ille- form a company is illegal, those who subscribe to its formation cannot recover back their subscriptions. If money is paid by A. to B. to be applied by him for some illegal purpose, it is competent for A. to require B. to hand back the money if he B. has not already parted with it (x), and the illegal purpose has not been carried out (y). Although, therefore, the sub- scribers to an legal company have not aright to an account of the dealings and transactions of that company and of the profits made thereby (z), they have a right to have their sub- scriptions returned; and even though the moneys subscribed have been laid out in the purchase of land and other things for the purpose of the company, the subscribers are entitled to have that land and those things reconverted into money, and to have it applied as far as it will go in payment of the debts and liabilities of the concern, and then in repayment of the subscriptions. In such cases, no illegal contract is sought to be enforced; on the contrary, the continuance of what is illegal is sought to be prevented. In Sheppard v. Oxenford (a), a company was started for Actions for working mines in Brazil. The members subscribed each Bue ccandld (u) 5 Bing. 248; 10 B. & C. 826; and 1 Cl. & Fin. 39. See, also, Williams v. Jones, 5 B. & C. 108. (a) See Taylor v. Lendy, 9 East, 49; Varney v. Hickman, 5 C. B. 271; Diggle v. Higgs, L. R. 2 Ex. D. 422; Hampden v. Walsh, 1 Q. B. D. 189; Taylor v. Bowers, ib. 291. Compare Great Berlin Steam- bout Co., 26 Ch. D. 616. (y) Compare Herman v. Jenchner, 15 Q. B. D. 561; Wilson v. Strugnell, 7 Q. B. D. 548 ; and the cases in the last note. (z) See Harvey v. Collett, 15 Sim. 332. Compare the cases in the next note. (a) Sheppard v. Oxenford, 1 K. & J.491. See, too, Butt v. Monteaua, ib. 98; Sharp v. Taylor, 2 Ph. 801; Symes v. Hughes, 9 Eq. 475 ; Taylor v. Bowers, 1 Q. B. D. 291. If in these cases the companies were really illegal, they must be re- gality on the right to recover back subscrip- 140 Bk. I. Chap. 5. Sect. 2. Sales of shares of an illegal company. ILLEGAL COMPANIES. certain sum and received a sort of scrip certificate specifying the number of shares to which each was entitled. Mines, buildings, plant, and shares were bought, and at a meeting of the subscribers the defendant and another were appointed sole directors and trustees of the property of the association. Dis- putes having arisen, a bill was filed against the defendant (his co-trustee being dead) by one of the shareholders on behalf of himself and the others for an account of the monies received and paid by the directors, and of the debts of the association, and for payment of those debts out of the assets, and for a division of the profits among the shareholders, and for an injunction to prevent the defendant from selling the property, and for a receiver. It was contended that the company was illegal, and that no relief could be given; but it was held that the defendant as trustee could not dispute the trust on which he had accepted the property ; and a demurrer to the bill was overruled and a receiver and manager was appointed (6). If a company is illegal, shares in it cannot be recognised, and contracts for the sales of such shares are themselves illegal. Therefore, a broker employed to buy shares in an illegal company cannot recover the price he may have paid for them from the person for whom he bought them (c) ; nor can the buyer, if he has paid the broker, and the shares have been bought, recover back any part of the money so paid, although the broker may have been guilty of a fraudulent overcharge (d). But if the purchaser of the shares has paid the broker for them, the broker cannot retain the money against the seller (e). Again, as a contract for the sale of shares in an illegal company is itself illegal, it follows that a purchaser of such shares, who may have paid for them, cannot recover back his garded as modifying the general infra, p. 141, note (2). proposition, that a court of equity (c) Josephs v. Pebrer, 3 B, & C, will not assist a person to get back property which he has transferred to another for some illegal purpose. See Brackenbury v. Brackenbury, % J. & W. 391; Groves v. Groves, 3 Y. & J. 163. (6) Compare Sykes v. Beadon, 11 Ch. D. 170 ; and other cases noticed 639. The illegality in this case was apparently treated as obvious. (d) Buck v. Buck, 1 Camp. 548. (e) Bousfield v. Wilson, 16 M. & W. 185. See, also, Nicholson v. Gooch, 5 E. & B. 999; Tenant v. Elliott, 1 Bos. & P. 3, and Partn. 107, CONSEQUENCES OF ILLEGALITY. 141 money if it should ultimately turn out that the company is no Bk. I. Chap. 5, Z : : Sect. 2, company at all, but a project which has failed (/f). aa Again, if a company is illegal it cannot maintain any action by companies. in respect of any transaction tainted with illegality. For example, an illegal company cannot prove in liquidation pro- ceedings for a debt due to it (g), nor can the trustee of an illegal loan society recover on promissory notes given by the borrowing members to secure the repayment of the money advanced to them by the society (h). Again, as no Court will lend its assistance towards carrying out an illegal transaction, a member of an illegal association which is regulated by a trust deed cannot maintain an action to have the trusts administered by the Court nor compel the trustees to pay damages for any breach of trust (2). An illegal company cannot be wound up by the Court (x), Winding up. except perhaps at the instance of a creditor ignorant of its illegality (1). But if the company is legal, the mere fact that it may have engaged in some illegal transaction and sustained loss does not exclude contribution amongst the members in respect of such loss (m). Before quitting the subject of the consequences of the ille- Indictmen gality of a company, the risk of criminal prosecution ought to be mentioned. Persons engaged in an illegal business are liable, whether incorporated or not, to be punished crimi- nally (n); and even where the object of a company is not (f) Kempson y. Saunders, 4 Bing. 5. (g) Ex parte Day, 1 Ch. D. 699. Compare Ex parte Poppleton, 14 Q. B. D. 379, where a company after registration sued in respect of matters which occurred before. (h) Shaw v. Benson, 11 Q. B. D. 563; Jennings v. Hammond, 9 Q. B. D. 225. (1) Ottley v. Browne, 1 Ball & Bea, 360; Ex parte Mather, 3 Ves. 373 ; Sykes v. Beadon, 11 Ch. D. 170. In Smith v. Anderson, 15 Ch. D. 247, this last decision so far as it declared the association in question to be illegal was disapproved. Had it been illegal the decision would haye been correct. (&) Padstow Total Loss Assoc., 20 Ch. D. 137. (D) See infra, hook iv., c. 1, § 2. (m) Longworth’s Ex. case, 1 De G, F. & J. 17, affirming S.C. Johns, 465. See Partn. 103, et seg. and infra, book iii., e. 2, § 3, and book iv. c.1, § 11. (n) See the title Conspiracy in Russell on Crimes, and Archbold’s Criminal Law. 142 ILLEGAL COMPANIES, Bk. x cies 5. illegal, directors and others will do well to bear in mind, that ect. 2. we . if they wilfully violate the provisions of an act of Parliament they are in strict law guilty of a misdemeanor and liable to be indicted accordingly (0). (0) See Lord Campbell’s observa- G.F.&J.31. As to issuing fraudu- tions in Longworth’s Ex, case,1 De lent prospectuses, &c., see ante, p. 87. DOCTRINES OF AGENCY. BOOK II. OF THE RIGHTS AND OBLIGATIONS OF COMPANIES AS REGARDS NON-MEMBERS. CHAPTER I. GENERAL PRINCIPLES OF AGENCY AS APPLIED TO COMPANIES IN THE COURSE OF FORMATION, —_—_.>——. SECTION I.—OF THE LIABILITIES OF PROMOTERS AND SUBSCRIBERS , FOR THE ACTS OF EACH OTHER. Ir was formerly held that persons engaged in establishing companies were partners; but this doctrine is clearly not law at the present day (a). Associations for forming partnerships, not being partnerships, it follows that persons who hold them- selves out as members of such associations do not thereby hold themselves out as partners, either with each other or with their co-members. From this it results further that, in order that a person engaged with others in forming a company may be liable for their acts, he must have authorised them to do , those acts as his agent, or have ratified such acts. The autho- rity conferred may be general or special; but unless it is held —which it is not (b),—that the pursuit of a common object by persons in concert gives each an authority to act as the agent of the others in whatever he thinks tends to the attainment of that object, it must be held that no one is liable for the acts of (a) Partn. 23, where Holmes v. are explained. Higgins, 1 B. & C. 74; Lucas v. (b) See, in addition to the cases Beach, 1 Man. & Gr. 417; and cited below, Heraud v. Leaf, 5 C. B, Barnett v. Lambert, 15 M, & W. 489, 15, 143 Bk, II. Chap. 1. Sect. 1. 144 DOCTRINES OF AGENCY. Bk. II. Chap. 1. the others except so far as he has, in some definite manner, oe constituted them his agents or ratified what they have done. Subscribers not The cases of Bourne v. Frreeth (c), Dickinson v. Valpy (d), metry and Fox v. Clifton (e), are distinct authorities for the proposi- tion that the allottees of shares in an unformed company are not, as such, liable for the acts of its managers. Nor are they liable for the acts of each other unless authority to do the acts can be proved (jf). Promoters of The doctrine that the promoters of companies are not, as ia such, each other’s agents, and liable for each other’s acts, aerule appears to have been first distinctly laid down by the Court of Reynell v. Lewis, Exchequer in Reynell v. Lewis and Wyld v. Hopkins (g), which Hag *. Hop- were actions brought by advertising agents and map makers against members of the provisional committees of two railway companies. In each of these cases prospectuses and advertise- ments had been issued by the provisional committee, and the name of the defendant, as a member of the committee, was therein announced to the public. In each case the plaintiff had been directly employed by the solicitor to the committee, and in neither case had the defendant authorised his credit to be pledged to any one, except so far as his being a member of the committee, and knowing what was going on, was to be regarded as conferring an authority to that effect. In both cases the jury found verdicts for the plaintiffs. In both, how- ever, the Court granted new trials, and (in a judgment well worthy of attentive perusal) it was distinctly laid down, that the members of provisional committees are not partners; that they are not even primd facie each other’s agents; and that, in order to render any member liable for the acts of the others, it is incumbent upon those who assert that such liability exists, to prove, to the satisfaction of a jury, the existence of an authority cmanating from the member in question to the others to bind him. At the same time it was as distinctly laid down (c) 9B. & C. 632, H. L. C. 161; Bright v. Hutton, ib. (d) 10 B. & ©. 128. 368, (e) 6 Bing. 776 ; and 9 ib. 115. (g) Both in 15 M. & W. 517. (f) Wood v. Argyll,6 Man.& Gr. Compare Maddick v. Marshall, 16 928; Hamuilion v. Smith, 5 Jur. OC. B. N.S. 387, and 17 ib, 829. N.S. 32; Hutton v. Thompson, 3 LIABILITY OF PROMOTERS FOR ACTS OF EACH OTHER. 145 that a general authority, conferred by a defendant on his co- Bk. II. Chap. 1. committee men or any other person, and sufficient to make their acts his, might be properly inferred from public announce- ments, and that a special authority for each act was by no means essential to render him liable for it (kh). But no such general authority is to be assumed from the mere announce- ment that several persons are acting together, and endeavouring to get up a company. Sect. 1. ~~ —__ The principles laid down above have been since constantly Members of provisional or recognised and acted upon, as will be seen by reference to the managing com- numerous cases cited below, in many of which the defendant was a member, not only of a provisional committee, but of a managing committee also (i). The appointment, by a pro- visional committee, of a managing committee, does not per se render the members of the former liable for the acts of the latter (k). mittees, It follows from the same principle that the acts, statements, Acts of one no aud letters of one member of a committee formed for getting up a company, cannot prejudice any other member, unless the first can be shown to be the agent of the last by some other circumstance than their common object; nor is the receipt of deposits by one member equivalent to a receipt of them by the others (2). (h) See, accordingly, Collingwood v. Berkeley, 15 C. B. N. 8. 145; Maddick v. Marshall, 16 ib. 387, and 17 ib. 829; Barnett v. Lambert, 15 M. & W. 489; Higgins v. Hop- kins, 3 Ex. 163; Lake v. Argyll, 6 Q. B. 477 ; Maitlands’ case, 4 De G. M. & G. 769. See Newton v. Bel- cher, 12 Q. B. 921, and Newton v. Liddiard, ib. 925, as to mistaken admissions of liability. See as to contribution amongst promoters, Lefroy v. Gore, 1 Jo. & Lat. 571. (i) Batley v. Macaulay, 13 Q. B. 815; Barker v. Stead, 3 C. B. 946 ; Rennie v. Wynn, 4 Ex. 691; Ne- vins v. Henderson, 5 Ra. Ca. 684 ; Wood v. Argyll, 6 Man. & Gr. 928 ; Patrick v. Reynolds, 1 C. B. N. 8. 727; McEwan v. Campbell, L.c, 2 McQu. 499; Rennie v. Clarke, 5 Ex, 292; Bell v. Francis, 9 C.& Py 66; Kerridge v. Hesse, 9 C. & P, 200; Barrett v. Blunt, 2 C. & K. 271; Barker v. Lyndon, ib. 651; Giles v. Cornfoot, ib. 658; Griffin v. Beverley, ib. 648; Premner v. Chamberlayne, ib. 569. (k) Cooke v. Tonkin, 9 Q. B. 936 ; Williams v. Pigott, 2 Ex. 201; Daw- son v. Morrison, 5 Ra. Ca. 62. (1) See Burnside v. Dayrell, 3 Ex. 224; Rennie v. Wynn, 4 Ex. 691; Watson v. Charlemont, 12 Q. B. 856; Drouet v. Taylor, 16 OC. B. 671. Compare Rennie v. Clarke, 5 Ex. 292; Wontner v. Shairp, 4 C. B. 404; Maddick v. Marshall, 16 C. B. N. 8. 387, and 17 ib. 829. ky evidence against the others, 146 Bk. IT. Chap. 1. Sect. 2. Liabilities of companies for acts of their promoters. Where liability is imposed by constitution of company. Statutory debts. Person to sue. DOCTRINES OF AGENCY. SECTION IL—OF THE LIABILITIES OF COMPANIES FOR THE ACTS OF THEIR PROMOTERS. With respect to companies, the general principle is that no member of an unincorporated company is liable to non- members for acts done before he became a member, unless he has rendered himself liable for them by some contract between him and them (m). As regards incorporated companies, it is obvious that they can do no act nor have any agent before they exist themselves: whence it follows that an incorporated company is not liable for the acts and engagements of its pro- moters, unless it is made so by its charter, act of Parliament, or deed of settlement, or unless it has become so by what it has done since its formation (7). When a company is formed by act of Parliament, the sub- scribers are usually bound by the terms of the act obtained by the promoters of the company (0) ; and if that act says that the company is to be liable for debts and liabilities incurred before its formation, of course it will be so liable, and the only question which can arise in such a case is as to the true con- struction of the act, and the remedy upon it. The Companies Clauses Consolidation act renders companies governed by it liable for the expenses of obtaiming their special act (p). The statutory obligation thus imposed is a legal obligation enforceable (before the Judicature acts) by an action of debt (q); and such action could be sustained, although the plaintiff was a member of the company (r). The common form of enactment which imposes the obliga- tion usually leaves in doubt the proper person to enforce it. This point, however, was settled by Wyatt v. Metropolitan Board of Works (s); it was there (in effect) decided that only (m) Partn. 201, et seq. (0) See as to this, ante, p. 23, 24. (n) See infra, c. 2, § 3, as to this. (p) 8 & 9 Vict. c 16, § 65; 27 & As to the effect of incorporation in 28 Vict. ¢, 121, § 3, et seq. discharging sureties, see Dance v. (q) Tilson v. Warwick Gas Light Girdler, 1 N. RB. 34. As to pro- 00., 4 B. & C. 962; Hitchins v. Kil- visional contracts for the purchase kenny Roal. Co., 9 C. B. 536. of lands by the promoters of rail- (r) Carden v. General Cemetery Co., way companies, see 27 & 28 Vict 6 Bing. N. C, 253. ¢. 121, § 3. (s) LLCO. BLN. S. 744, LIABILITY OF COMPANIES FOR ACTS OF PROMOTERS. those persons can sue the company upon a clause in the usual Bk. ¥ Chap. 1. form who have incurred expense or bestowed time and trouble in forming the company and in getting its act passed, and who have no other paymasters. For example, solicitors or parlia- mentary agents who have thus acted, and who have not been employed by other people who are liable to them, can sue the company on such clauses (t); but solicitors or parliamentary agents who have been employed by the promoters of the com- pany’s act, and who are entitled to be paid by them, cannot sue the company on such clauses (w). It has also been decided that a person who has agreed with the promoters of a company’s bill in Parliament to work for nothing and not to charge the company for his services, cannot sue the company for those services, although the com- pany’s act contained such a clause as is here referred to (x). Again, notwithstanding such a clause, claims which are illegal on grounds of public policy cannot be enforced, e.g., a claim by a peer for a sum of money agreed to be paid for his vote (or withdrawal of opposition) in Parliament (y), or a claim which is inconsistent with representations made to Parliament and inducing it to pass the bill (z). Again, a company’s articles of association or deed of settle- Adoption by the company. ment only affect the members inter se or the parties to the deed, and a clause adopting an agreement made by the pro- moters does not of itself amount to a contract on which the company can be sued by a person with whom the company has not, in fact, entered into an agreement (a); and the fact that (t) Shaw's claim, 10 Ch. 177, and see ante, note (q); Re Tilleard, 3 De G. J. & Sm. 519. (u) Kent Tramways Co. 12 Ch. D. 312; Wyatt v. Metrop. Board of Works, 11 C. B. N.S. 744 ; Skegness Tramway Co, W. N. 1888, 253. Kensington Station Act, 20 Eq. 197, is not consistent with these cases. («) Savin v. Hoylake Raal. Co., L R. 1 Ex. 9. Observe that the terms of the agreement were admitted by the demurrer. (y) Eart of Shrewsbury v. North Staff. Rail. Co. 1 Eq. 593, noticed infra, p. 153. (2) Spackman v. Lattimore, 3 Giff. 16. (a) Howard v. Patent Ivory Co., 38 Ch. D. 156; Empress Engineer- ing Co., 16 Ch. D, 125; North- umberland Avenue Hotel Oo., 33 Ch. D. 16; Rotherham Alum, de, Co, 25 Ch. D. 103; Melhado v. Porto, Alegre, dc., Rail. Co., L. BR. 9 C. P. 503, where the directors had an option. And see Boston Deep Sea Fisting Co. v. Ansell, 39 Ch. D. 339, L2 Sect. 2. 147 148 DOCTRINES OF AGENCY. But such a clause may create a trust for the plaintiff which he cay enforce (c); and if the clause entitles the promoters with whom the agreement was made to be indemnified against the claim of the plaintiff he can sue them and they can bring in the com- pany as third parties (d). The circumstance that a company has had the benefit of an agreement entered into by its promoters is not of itself suffi- cient to render the company lable to be sued upon it (e). There may, however, be cases in which it may be inequitable to allow a company to hold and enjoy property discharged from those obligations which were contracted by the promoters who enabled the company to acquire it (/). But in the absence of special circumstances, such as those above alluded to, a company is not liable for what may have been done by its promoters. Thus, it was held that a com- pany formed under the repealed act, 7 & 8 Vict. c. 110, was not liable to pay for the services of agents employed by its pro- moters (before provisional registration) for purposes connected with the establishment of the company (g); and that agree- ments entered into after provisional but before complete regis- tration, only bound the company when they were expressly made binding by the act itself (h). Bk. I. Chap. 1. he is a member of the company makes no difference (b). Sect. 2. Company taking the benefit of the agreement. Ordinary rule in other cases, (6) Browne v. La Trinidad, 37 Ch. R., Ir, 180, where promoters sought D. 1; Eley v. Positive Ass. Co., L. R. 1 Ex. D. 20 & 88, in which § 16 of the Companies act, 1862, is considered; and see Th heal Buller Consols, 38 Ch. D, 42. (c) See Touche v. Metropolitan Rail. Co, 6 Ch. 671; Terrell v. Hutton, 4 H. L. C. 1091; Parsons v. Spooner, 5 Ha. 102; Wilkins v. Roebuck, 4 Drew. 281 ; Hophinson’s case,7 De G.M. & G.193; Gandy v. Gandy, 30 Ch. D. 67, per Cot- ton, L.J. () R. 8. C. order 16, 7. 48. See the last three notes as to the rights of the plaintiff against the company. (¢) See the cases in note («), and Unnis v. West Clare Rail. Co, 15 L to make the company pay interest on money borrowed in order to make the usual Parliamentary deposit. (f) See infra, p. 149, and c. 5. (9) Hutchison v. Surrey Gas o., 11 C. B. 689; and 8 Car, & Kir 45. (h) Payne v. N. 8S. Wales Co., 10 Ex. 283; Gunn v. Lond. and Lancashire Fire Insur. Co. 12 C. B. N. 8. 694. These cases turned on 7 & 8 Vict. c. 110, §§ 23 & 25, as to which, see also, Taylor v. Crowland Gas Co.,10 Ex. 288, note; Terrell’s case, 2 Sim. N. 8. 126; Lloyd’s case, 1 ib. 248. Tervrell’s case was re- versed on appeal, but the principle in which it was decided below is LIABILITY OF COMPANIES FOR ACTS OF PROMOTERS. 149 In cases of this description the promoters themselves are Bk. aes 1. liable on the contracts entered into by themselves (i), but not — ‘ Why companies the company. Moreover, as will be seen hereafter, a company are not bound cannot ratify a contract made by its promoters before its own Ree existence (k). At the same time, an agreement by a company to do what its promoters have undertaken it shall do, may obviously be entered into, and such an agreement, if entered into, and if not ultra vires, will be binding on the company. This appears to have been the true ratio decidendi in Browning Browning v. vy. Great Central Mining Company (1), in which a company vce registered under the Companies act of 1856 was held liable to T"7 pay the wages of a person appointed by the promoters of the company to be the manager of the company’s works. The company when formed retained the manager in its service, and there were other circumstances warranting the inference that the company had appointed him its manager, although there was no evidence of any formal appointment, as required by the The jury having found a verdict for the manager, the Court declined to disturb it. The salary sued for appears to have been calculated from a period anterior to the registration of the company, but upon this point there is some obscurity. The difficulty of holding companies bound by the acts of Liability in their promoters has been felt as much in equity as at law (m); nee but where a company has acquired property or exercised rights under an agreement entered into with its promoters, there is a strong tendency to treat such agreement as binding on the articles of association. not impeachable. See Terrell v. Hutton, 4 H. L. C. 1091. (i) Kelner v. Baater, L. R. 2 C. P. 174; Scott v. Lord Ebury, ib. 255; Lake v. Argyll, 6 Q. B. 477 ; Barton v. Hutchinson, 2 Car. & K. 712; Cullen v. O'Meara, Iv. Rep. 5 Com. L. 640. Ebury, tb. 255 ; Spiller v. Paris Skating Rink Co, 7 Ch. D. 368, is overruled by later decisions re- ferred to in note (a). (2) 5 H. & N. 856. See, also, Pilbrow yv. Pilbrows Atmospheric Rail. Co., 5 C. B. 440; and Boston Deep Sea Fishing Co. v. Ansell, 39 (k) See the cases in note («), supra, and Wilson v. Twmman,6 Man, & Gr. 236; Gunn v. London and Lancashire Fire Insur. Co., 12 C. B. N. S. 694; Kelner v. Bacter, L. RB. 2 C. P. 174; Scott v. Lord Ch. D. 339, where there was a con- tract by the company with the plaintiff. (m) See the cases in the next two notes; and as to contracts under seal, Pickering’s cluim, 6 Ch. 525, 150 Bk. II. Chap. 1. Sect. 2. Edwards v. Grand Junction Railway Com- pany. Lord Cotten- ham’s reasoning. DOCTRINES OF AGENCY. company, provided the agreement is one by which the company would have been bound if the agreement had been entered into on its behalf after its formation (n). The leading case on this subject is Edwards v. The Grand Junction Railway Co. (0), in which an agreement between the trustees of a turn- pike road and the promoters of a railway company was entered into, to the effect that the trustees should withdraw their oppo- sition to the company’s bill, and that the company should, if its bill passed, carry the turnpike road over a bridge of certain dimensions. The trustees withdrew their opposition, the bill passed, and the company refused to perform the agreement. An injunction to restrain the company from violating the agreement was granted both by Vice-Chancellor Shadwell and by Lord Cottenham, on appeal. Lord Cottenham, in the course of his judgment, said :— “It cannot be denied that the act of Moss (the projector who signed the agreement) was the act of the projectors of the railway ; it is therefore the agreement of the parties who were seeking an act of incorporation, that, when incorporated, certain things should be done by them. But the ques- tion is, not whether there be any binding contract at law, but, whether this Court will permit the company to use their powers under the act, in direct opposition to the arrangement made with the trustees prior tu the act upon the faith of which they were permitted to obtain such powers. If the company and the projectors cannot be identified, still it is clear that the company hare succeeded to, and are now in possession of, all that the projectors had before; they are entitled to all their rights, and subject to all their liabilities. If any one had indi- vidually projected such a scheme, and in prosecution of it had entered into arrangements, and then had sold and assigned all his interest in it to another, there would be no legal obligation between those who had dealt with the original projector and such purchaser ; but in this Court it would be otherwise. So here, as the company stand in the place of the projectors they cannot repudiate arrangements into which such projectors had entered ; they cannot exercise the powers given by Parliament to such projectors in their corporate capacity, and at the sume time refuse to comply with those terms upon the faith of which all opposition to their obtaining such powers was withheld. (n) This condition is essential. Chester and Birkenhead Rail. Co, See Shrewsbury v. North Staffordshire ib. 58, and 9 Sim. 264, affirmed 3 Ruil. Co, 1 Eq. 593, noticed infra, M. & Cr, 773. Compare Aldred v. p. 153. North Midland Rail. Co.,1 Ra. Ca. (0) 1 M. & Cr. 650, affirming 404, where the terms of the agree- S.C.7 Sim. 337. See, also, Petre ment were held insufficient to pre- v. The Eastern Counties Rail. Co., clude the company from doing what 1 Ra, Ca. 462, and Stanley v. The was complained of. LIABILITY OF COMPANIES FOR ACTS OF PROMOTERS. 15k The case of The East London Waterworks v. Bailey was cited to prove that, Bk. II. Chap. 1, save in certain excepted cases, the agent of a corporation must, in order to bind the corporation, be authorised by a power of attorney ; but it does not therefore follow that corporations are not to be affected by equities, whether created by contract or otherwise, affecting those to whose position they succeed, and affecting rights and property over which they claim to exercise control. What right have the company to meddle with the road at all ? The powers under the act give them right; but before that right was so conferred, at had been agreed that the right should only be used in a particular manner. Can the company exercise the right without regard to such agreement? I am clearly of opinion that they cannot.” The passages in italics contain, as Lord Cottenham himself Theory of this explained in a subsequent case (p), the true principle on which Edwards v. Grand Junction Railway Co. was decided, and may be supported. In fact, the right of the plaintiff in these cases is not based upon the notion that there is any contract between him and the company, but upon the principle that as the company obtained the power to interfere with him upon certain terms, it ought not to be allowed to exercise its powers to his prejudice in violation of those terms. Sect. 2. The propriety of this decision has, however, been questioned Doubts as to and denied more than once in the House of Lords on the ground that persons who take shares on the faith of a com- pany’s act of Parliament cannot be justly subjected to any liabilities not disclosed therein or contracted by the company after its formation (q). At the same time, the decision itself has not been overruled; and although Lord Cottenham’s reasoning would apply to all contracts, whether ultra vires or intra vires, and is open to objection on that account, yet as regards contracts of the latter class, the decision in Edwards v. The Grand Junction Railway Co. may, it is conceived, still be regarded as unimpeached (r). This view is supported by (p) Greenhalgh v. Manchester and Birmingham Rail, Co., 3 M. & Cr. 790, 791. (q) See Preston v. Liverpool and 654; Shrewsbury v. North Stafford- shire Rail. Co., 1 Eq. 593, infra, p. 153. (r) See Bedford Rail. Co. v. Stanley, Manchester Rail. Co, 5 H. Le C. 605; Caledonian and Dumbarton- shire Rail. Co. v. The Magistrates of Helensburgh, 2 Macqueen, 391; Leominster Canal Co. v. Shrewsbury and Hereford Rail. Co, 3 K. & J. 2 J. & H. 746, where it was con- sidered that the company was bound by the agreement sued upon. See, also, Lindsey v. The Great Northern fail. Co., 10 Ha, 679, this case. 152 Bk. If. Chap. 1. Sect. 2. Williams v. St. George’s Harbour Company. Cases to which Edwards v. Grand Junction Railway Com- pany does not apply. Preston v. Liver- pool, &c., Rail- way Company, Agreements which are ultra vires. DOCTRINES OF AGENCY. the judgment of the Lords Justices in Williams v. The St. George’s Harbour Co. (s). There the promoters of a railway company had entered into an agreement with an owner of land through which the proposed railway was to pass, for the pur- chase of his land on certain terms. The landowner, who up to that time had opposed the scheme, agreed to withdraw, and he accordingly did withdraw his opposition. The company obtained its act, took the land in question, but declined to abide by the terms of the contract of sale; it had, however, so far recognised that contract, that it had allowed judgment in an action for its breach to be entered up against itself. This recognition of the contract was held sufficient to render it binding on the company, whatever might have been the case had there been no such recognition. It follows from the principle on which Edwards v. The Grand Junction Railway Co. was decided, that if the promoters of a company enter into an agreement with a person, and the com- pany, after its formation, does not exercise its powers to his prejudice, he can no more enforce the agreement against the company on equitable than on legal grounds. This was all that was really decided by the House of Lords in Preston vy. Liverpool, Manchester, &c., Railway Co.(t). There the com- pany did not take the plaintiff’s land, and was therefore held not bound to pay for it, although the promoters had agreed to pay him a large sum for his land if he withdrew his oppo- sition to their bill, which he did. The plaintiff had nothing but the agreement to rely upon, and even according to Edwards v. The Grand Junction Railway Co., this alone is not sufficient (w). Again, if the contract of the promoters is one which would be ultra vires if entered into by the company after its forma- tion, such contract, even if attempted to be ratified by the company when formed, cannot bind the company. For ex- ample, agreements by the promoters of a company that the (s) 2 De G. & J. 547, varying the (u) A similar observation applies 8. C. 24 Beav. 339. to Caledonian, de., Rail. Co. v. (t) 5 H. L. CG, 605, atfirmins 17 9 Magistrates of Helensburgh, 2 Mace Beay. 114, See the same case on queen, 391. demurrer, 1 Sim. N.S. 586. LIABILITY OF COMPANIES FOR ACTS OF PROMOTERS. 153 company, when formed, shall apply its funds to purposes for Bk. Il. Chap. 1. which they are not subscribed, clearly do not bind the company. Sect. 2. Nor can the principle of Edwards vy. The Grand Junction Rail- way Co. be applied to agreements of this description. Shrewsbury ¥. Tsou North Stafford- Eurl of Shrewsbury v. North Staffordshire Railway Co. (x), an shive Railway agreement was entered into first by the promoters of a railway Company. company, und afterwards by the company itself, to pay a peer 20,0001. for his countenance and support in obtaining the company’s act, and also to compensate him for such land as the company should take or injuriously affect. It was held that this agreement was ultra vires and could not be enforced against the company, although under its statutory powers it took land belonging to that peer (y). (z) 1 Eq. 593, where all the cases were most carefully examined. (vy) This is by no means the only authority for saying that agree- ments by the promoters of a com- pany to the effect that the com- pany shall pay a large sum of money in consideration of the with- drawal of opposition to its bill in Parliament are altogether ultra vires. See Preston v. Liverpool, Man- chester, &c., Rail, Co. 5 H. L. C. 605. The agreements in Petre v. Eastern Counties Rail. Oo, 1 Ra. Ca. 642, and Stanley v. Chester and Birkenhead Rail. Uo.. ib. 58, and 9 Sim. 264, and 3 DM. & Cr. 773, were of sich an extravagant nature Agreements for that they might well be held ultra Withdrawal of | + opposition to bill vires. In the first of these cases jn Parliament. 120,000/., and in the latter 20,0001., were agreed to be paid for the with- drawal of opposition to a bill, and for compensation for the land which might be taken and injuriously affected. It does not, however, follow that such agreements are in any other respects illegal; and it seems that they are not, if the person withdrawing his opposition is personally interested in opposing the bill. See Stmpson v. Lord Howden, 9 Cl. & Fin. 61; 10 A. & E, 793 & 807; 3M. & Cr. 97, 154 Bk. II. Chap. 2. Agents of com- panies which are formed. Company not bound by the acts of its members. Burnes v. Pennell. DOCTRINES OF AGENCY. CHAPTER II. GENERAL PRINCIPLES OF AGENCY AS APPLIED TO COMPANIES AFTER THEIR FORMATION. Tuer circumstance that a joint-stock company consists of a large and fluctuating body of members, is itself sufficient to prevent the application to companies of the ordinary partner- ship rule, that each member of a firm is its agent, for the purpose of carrying on its business. All persons dealing with companies are supposed to know this, and to know that the management of their affairs is entrusted to a few individuals who, and who alone, have power to act for them (a). Burnes v. Pennell (b), in the House of Lords, is a good illus- tration of the doctrine that a company is not, like an ordinary partnership, responsible for the acts of its members. In that case a shareholder in a company, who was also its solicitor and law agent, induced a person, by false representations as to the flourishing state of the company, to buy shares in it. The purchaser being afterwards sued for calls, relied upon the fraud as a defence, and he also sought to have the transfer of the shaves to him cancelled. But it was held, that it was no part of the business of the company’s solicitor to make any repre- sentations on its behalf as to its condition; and that, although he was himself a shareholder, his statements were not the statements of the company, he not being, in his character of shareholder, an agent of the company for any purpose whatever. (a) See Ridley v. The Plymouth Grinding and Baking Co. and Kingsbridge Flour Mill v. Same, 2 Ex. 711; Smith v. Hull Glass Co., 11 C. B. 897; Ernest v. Nicholls, 6 I. L. C. 418, per Lord Weus- leydale ; Burnes v. Pennell, 2 H. L. C. 497. (b) 2 H. L. C. 497. See, also, Barnett, Hoares & Co. v. The South London Tramways Co..18 Q. B. D. 815. AGENTS OF COMPANIES. 155 Whether the company is incorporated or not, whether it is a Bk. ee 2. chartered company, a registered company, a company merely ——— a empowered to sue and be sued by a public officer, or a com- pany of some other description, is of no consequence whatever as regards the question here alluded to; the same reason applies to them all (c). SECTION I—WHO ARE AGENTS. 1, Directors. The directors then of a company, and such other persons, if Directors the : ‘ : agents of the any, as may be entrusted with the management of its affairs, company are its only agents; and by the acts of its directors a company is bound, provided those acts are within the limits of their real or apparent authority; and provided the person dealing with them has had no notice of the irregularity (if any) of their pro- ceedings (d). Moreover the power of directors to bind the company is not affected by any irregularity in their own appointment if the person dealing with them acted bond fide and without notice of such irregularity (e); although such irregularity may prevent the company from enforcing what they have purported to do as agents of the company (/). But it by no means follows that each director is the agent of Acts done by the company. Speaking generally, it is clear that if a person ark appoints six others to be his agents jointly, he is not bound by ° Utectors. the acts of any five, four, three, two, or one of them. There- fore, if the affairs of a company are entrusted to the manage- ment of not less than a fixed number of directors, it is primd facie not bound by the acts of afewer number. It has been held, for example, that two out of several directors had no (c) See Lord Campbell’s judg- (e) County Life Ass. Co, 5 Ch. ment in Burnes v. Pennell, 2 H. L. 288. C. 520, et seg., and Dramah v. (f) Garden Gully Co. v. McLister, Roberts, 3 Bing. N. C. 963. 1 App. Ca. 39; and cases quoteil, (d) See infra, as to this. notes (y) and (z) below. 156 DOCTRINES OF AGENCY. Bk, II. Chap. 2. power to waive a forfeiture (7), or to allot shares (h) ; that four Sect. 1. Majority of board. Delegation of authority. out of five had no power to compromise a large debt due to the company and to indemnify the debtor against certain bills of exchange (i); that six out of eight had no power to bind the company to pay for services rendered pursuant to their order (k); that four out of five had no power to bind the com- pany by an agreement for a lease (J); that the representations of one director could not be regarded as those of the com- pany (m); that notice to one director did not affect the com- pany (m); that instructions to sell land given to an auctioneer by one director and by the solicitor of a company, could not, without further evidence, be considered as having been given by the company (0); that one liquidator out of four could not bind the company by a bill (p). But it must not be supposed that the majority of a duly convened and duly constituted board ot directors cannot act for the whole board and bind the company. Business could not be carried on if such a rule were to prevail. referred to above do not apply to such a case. Directors being themselves agents, are primd facie unable to delegate their authority to one or more of their own num- ber (q); but in many companies, and in all which are governed by Table A. in the schedule to the Companies act, 1862, the directors are authorised to delegate their powers to a few, and even to one only (r), of themselves, and such a delegation may be presumed if one or two directors act for the company in a matter incidental to its legitimate business (s). The decisions (g) Card v. Carv, 1 C. BL NLS. 197. (h) Howard’s case, 1 Ch. 561; com- pare Ex parte Smath, 39 Ch_D. 546. D. 593. (n) He parte Credit Foncier and Mobilier of England, 7 Ch. 161. (0) Moody y. Lond. and Brighton (2) Kirk v. Bell, 16 Q. B. 290. (k) Brown v. Andrews, 13 Jur. 938. (1) Ridley vy. Plymouth Grinding Co., 2 Ex. 711. (m) Holt’s case, 22 Beay. 48 ; Nicol’s case. 3 De G & J. 387. But see as to reports made by the chairman to a meeting of share- holders, Devuiu Mining Co, 22 Ch. Rail. Co., 1 B. & Sm. 290, (p) Ee parte Birmingham Banking Co., 3 Ch. 651. (q) Cartmell’s case, 9 Ch. 691; Howard's case, 1 Ch. 561; Ex parte Bumingham Banking Co.,3 Ch. 651; Cook v. Ward, 2 C. P. D, 255. (r) Taurine Co., 25 Ch. D. 118. (s) Totterdell vy. Fareham Brick Co, I. BR. 1 OC. P. 6743 Lyster’s AGENTS OF COMPANIES. 157 Where the power to act for a company is vested in a given Bk. tae: 2. number of directors, and that number does not exist, and — there is no provision in the company’s regulations enabling the directors to act, notwithstanding a vacancy in their board (t), the directors who do exist cannot act for the company (uv). At the same time, if a company does in fact carry on business by certain persons who are allowed by the shareholders to act as if they were the duly constituted directors of the company, the com- pany will be bound by the acts of such persons in all ordinary matters of business, in favour of all persons bond jide dealing with them, without notice of their insufficiency in number or defective appointment (x). But as to matters out of the ordinary course of business the company will not be bound. In Kirk v. Bell (y), where a company’s deed of settlement Kirk v, Dell. contained a clause to the effect that there should not be less than five directors, and that three should be a quorum for the transaction of ordinary business, and where there were in fact only four directors, it was held that a deed executed by these four on behalt of the company did not bind it, the deed being of an unusual description, and not a matter of ordinary business. Where the pro- per nuraber of directors does not exist. In like manner, in In re Alma Spinning Company, Bottomley’s case (z), where the articles of association provided Bottomley’s case, that the business of the company should be conducted by not less than five nor more than seven directors, it was held that these words were imperative, and not merely directory, and consequently a call made by the directors, when their number had been reduced to four, and a resolution passed by them forfeiting a member's shares for non-compliance with the call were invalid. Closely connected with the present subject is the question case, 4 Eq. 283; Ex parte The Con- tract Corporation, 3 Ch. 105 & 116. (t) Scottish Petroleum Co., 23 Ch. D. 413; and see York Tramways Co. y. Willows, 8 Q. B. D, 685. (u) As to giving notices to hold meetings of shareholders, Hurben v. Phillips, 23 Ch. D. 14; of directors, Ex parte Smith, 39 Ch. D. 546. Compare Browne v. La Trinidad, 37 Ch. D. 1. (a) See Mahony v. East Holy- ford Mining Co, LL. RB. 7 H. L. 869; Thames’ Haven Dock Co. v. Rose, 4 Man. & Gr. 552, a case re- lating to calls where the court was asked to set aside a judgment. (y) 16 Q. B. 290, (2) 16 Ch. D. 681; see, also, Howbeach Coal Co. v. Teague, 5 H. & N. 151; London and Southern Counties, dc., Lund Co.,31 Ch. D, 223, 158 Bk. II. Chap. 2. Sect. 1. Acts done by directors but not by a Board. Quorum must be present. Commencement and termination of directors’ power to bind the company. DOCTRINES OF AGENCY. whether an act which ought to be done by a Board of directors is valid when done by the requisite number but not at a board meeting. There certainly is authority for answering this ques- tion in the negative (a) ; and as between the company and any person having notice of the irregularity, that answer is probably correct. But as between the company and persons having no notice of the irregularity, the preponderance of authority is in favour of holding the company bound (0). Moreover, in order that a majority of persons present at a meeting may exercise the powers of a meeting, the meeting itself must not be too small (c), nor summoned at too short notice (cc). Prima facie, the power of the directors of a company to bind it commences at the date of its formation or of their appoint- ment; but the commencement of that power may be postponed to alater period; and if it is, their previous acts will not bind the company to a person dealing with them with notice express or implied of their want of authority (d). Again in conformity with the general principles of agency, the directors of a joint- stock company continue to have power to bind it, not only as long as their appointment lasts, but also as long as its termi- nation is unknown to those with whom they have been accus- tomed to deal. But this proposition must be taken in con- nection with the rule that persons dealing with companies are deemed to have notice of the contents of companies’ acts of Parliament, charters, and registered deeds of settlement; and consequently, if it is sought to make a company liable for the acts done by its directors after their retirement from (a) Bosanquet v. Shortridge, 4 Ex. 699; D’Arcy v. Tamar, &c., Rail. Oo., L, R. 2 Ex. 158, and Ex parte Smith, 39 Ch. D. 546. (b) See Mahony v. East Holy- ford Mining Co, L. R. 7 HL. 869 ; Collie’s clavm, 12 Eq. 246 ; County Life Ass. Co, 5 Ch. 288. In Collie’s claim it was said, but surely not correctly, that D'Arcy v. Tamar, &c., Rail, Co., turned on a technical rule of pleading. See, further, the cases as to irregularities cited infra. (ce) London and Southern Coun- ties Land Oo., 31 Ch. D. 223 ; How- beach Coal Oo. v. Teague, 5 H. & N. 151; Ex parte Morrison, De Gex, 539 ; and compare York Tramways Co. v Willows, 8 Q. B. D. 685. (cc) Ea pte Smith, 39 Ch. D. 546; Browne v. La Trinidad, 37 Ch. D. 1. (d) See Peirce v. Jersey Water- works Oo., L. R. 5 Ex, 209. Com- pare Touche v. Metropolitan Rail., dc., Co., 6 Ch. 671. AGENTS OF COMPANIES. 159 office, it must be ascertained whether, upon the principle Bk. oe 2. alluded to, there was or was not notice of the cessation of - = their authority to act for the company (e). The extent to which directors are agents of each other and liable for each others acts will be noticed hereafter (/). 2. Agents who are not directors. The directors of a company are not necessarily its only Agents who are agents. It may, and indeed generally must, be competent for sd them to employ other persons to act for the company; and where this is the case, those persons will also have power to bind the company within the limits of their agency but not further (g). In dealing with the agents of companies there is ereat danger of finding their authority altogether repudiated, on the ground that they have not been duly appointed. Now, although directors have no implied power to delegate the authority conferred upon themselves, yet they must necessarily employ persons not only to do the every-day work of the company, but also to transact special branches of business requiring peculiar knowledge. Upon principle, therefore, where persons are in fact employed by directors to transact business for a company the authority of those persons to bind a company within the scope of their employment cannot be denied by the company, unless—1, their employment was altogether beyond the power of the directors; or unless, 2, the persons employed have been appointed irregularly, and those who dealt with them had notice of the. irregularity (h). Where the power to appoint an agent for a given purpose exists, irregularity in its exercise is immaterial to a person dealing with the agent bond fide and without notice of the irregularity in his appointment. The following cases are important on this point. In Smith v. The Hull Glass Company (i), it was held that a smith v. Hull company registered under 7 & 8 Vict. c. 110, was liable to pay “1 Company: (e) See as to notice, infra, § 2. & W. 708, and the cases cited in (f) Book ii., c. 6, § 1. the next few notes. (g) See infra, p. 161, note (7). (i) 8 C. B. 668, aud 11 ib. 897, (h) See Hawken v. Bourne, 8 iM. 160 DOCTRINES OF AGENCY. Bk. JI. Chap. 2. for goods ordered by persons in its employ, and that it was not Sect. 1. Authority inferred, Giles v. Taff Railway Com- pany. Browning v. Great Central Mining Com- pany. necessary for the plaintiff to prove that those persons were authorised by the directors to order the goods in question. Maule, J., went further than this, and his judgment is an authority for the broad proposition that a company is bound by the acts of persons who take upon themselves, with the knowledge of the directors, to act for the company, provided such persons act within the limits of their apparent authority ; and that strangers dealing bond jide with such persons, have a right to assume that they have been duly appointed (&). This view is in accordance with later authorities. Thus, a company has been held bound by a verbal contract with the chairman of directors, although a sealed contract countersigned by three directors was required by the company’s deed of settlement (1); so by orders for repairs given by a secretary instead of by iue directors (m); so by an agreement for the sale of land made by a company’s manager who was allowed by the directors to make such contracts (nm); so by cheques drawn by de facto but improperly appointed directors (0). Again, in Giles v. The Taff Railway Company (p), it was held that a railway company was liable for a tort committed by one of its servants in the course of his employment, although there was no proof, except that afforded by the fact of employment, that he was the servant of the company. Even as between the agent himself and the company, if the directors appoint him and allow him to act as agent of the company, and he does so act bond fide and without notice of any irregularity in his appointment, the company will be liable to him for his salary although he may not have been appointed (k) See 11 C. B. 927. The other (m) Allard v. Bourne, 15C. B. N. judges relied more on the fact that the directors had sanctioned and adopted the contracts. But as the knowledge on the part of the directors of what was done was assumed rather than proved, there was little if any difference in the views of the different members of the Court. (1) Reuter v. Klectric Telegraph Co., 6 E. & B, 341, S. 468 (x) Walson v. West Hartlepool Rail. Co., 34 Beav. 187, affd. 2 De G. J. & Sm. 475. Compare Moody v. London and Brighton Rail. Co., 1 Best & Sm. 290. (0) Mahony v. East Holyford Mining Co., L. R. 7 H. L. 869. (p) 2E. & B. 822; Gof v. GN. fail. Oo, 3 E. & E. 672. See, further, infra, e, 3, § 2 AUTHORITY OF AGENTS. 161 precisely in the manner prescribed by the regulations of the Bk. ee 2. company (q). a These cases must not be confounded with others in which Limits to autho- companies have been held not bound by acts done by their ee agents when acting beyond the limits set by the nature of their employment (r). SECTION IL.—AUTHORITY OF AGENTS OF COMPANIES. Having seen who are to be considered agents of a company, Tai be the it is necessary to examine the limits within which a company authority. is answerable for their acts. Agents cannot have a more extensive authority than their principals can legally confer upon them ; and this principle at once limits the authority of all agents of incorporated companies. The capacity of such companies is itself limited, and they cannot be legally bound by any acts of their directors or officers in which the companies themselves are legally incompetent to engage. But as regards other matters, business cannot be carried on unless the directors of companies may be dealt with, on the assumption that they have power to bind their companies by all such acts as can fairly be said to be necessary for the purpose of carrying on their legitimate businesses in the way in which such businesses are usually carried on by other people. Such power is con- sequently implied (s) in favour of all persons dealing bond fide, (q) Browning v. Great Central Mining Oo, 5 H. & N. 856. In Rail. Co, 3 Ex. 268; Walker v. Great Western Rail. Co., L. R. 2 Ex. this case an appointment under the seal of the company was not neces- sary. See, also, Totterdell v. Fare- ham Brick Co., L. BR. 1 C. P. 674. (r) See as to Promissory notes, Simpson’s claim, 36 Ch, D. 532 ; as to buying shares, Cartmells case, 9 Ch. 691 ; as to policies of insurance issued by local agents, Linford v. Provincial Horse and Cattle Insur- ance Co., 34 Beav. 291 ; as to orders by station masters for surgical attendance, Cox v. Midland Counties Lc. 228 ; statements made by secretary, Barnett, Hoares & Co. v. South Lond. Tramways Co., 18 Q. B. D. 815; statements by solicitors as to the flourishing condition of the com- pany, Burnes v. Pennell, 2 H. L. C. 497; sales by a solicitor not in- structed to sell by the directors, Moody v. Lond. and Brighton Rail. Co., 1 B. & Sm. 290. (s) See Smith v. Hull Glass Co. 8 C. B. 668 ; Taunton v. Royal Insur. Co, 2 Hem. & M. 135; A.-G. v. *M 162 Bk. IL. cre 2. Sect. 2. Distinction be- tween acts wlira vires and acts intra vires, but irregular Acts altogether _ ultra vires. DOCTRINES OF AGENCY. and without notice of its non-existence. Further it is esta- blished that what the directors of a company have power to do, and do in the name of the company and on its behalf (¢), binds the company, although they may not have acted in the manner prescribed by the regulations of the company. A distinction is thus taken between what directors have no power to do at all, and what they have power to do, provided certain conditions are complied with; in other words, between acts which, as regards the company, are altogether ultra vires and those which are intra vires but irregular ; and whilst it is held that companies are not bound by acts of the former class, it is held that they may be bound by acts of the latter class in favour of all persons dealing with their directors bond fide and without notice of the irregularities of which they may be guilty (u). 1. Ofacts which are ultra vires With respect to those acts which directors have no power to do at all, it must be borne in mind that trading and similar corporations which are created for certain definite purposes have no greater capacity than is conferred upon them by their constitution (x). They exist for certain purposes, more or less well defined in the instrument incorporating them, but they exist for no other purposes; and a corporation created for one purpose cannot lawfully do anything which is foreign to the purpose for which alone it was created. If, therefore, it can be predicated of any contract entered into by or on behalf of a body corporate, that such contract is one into which the cor- poration, even with the assent of all its members, cannot legally enter, such contract must necessarily be invalid. Thiy is not the consequence of any doctrine of the law of agency, but of the nature of corporations, and of the difference between Great Eastern Rail. Co.,5 App. Ca. 473. (t) See Hambro’ v. Hull, Insurance Oo., 3 H. & N. 789. (uw) See generally on the subject of the ensuing pages a treatise on the doctrine of ultra vires by Seward Brice. é&e., (z) See the judgment of Bowen, L. J., in Baroness Wenlock v. River Dee Co. 36 Ch. ». 684 n., where the difference between trading and other corporations of that kind, and municipal corporations is pointed out. ACTS WHICH ARE ULTRA VIRES. 163 them and ordinary individuals (y). joint stock companies. But there is an important difference between incorporated and unincorporated companies, for whilst it is competent for all the shareholders of an unincorporated company to depart from the agreement entered into by each with the others (z), it is not competent for all the shareholders of a company incorporated by charter or statute to do anything contrary thereto (a). Nor can a corporate body be estopped by deed or otherwise from showing that it had no power to do that which it purports to have done (0). The constitution of a company as settled by its charter, act Powers of di- of Parliament, memorandum of association, or deed of settle- ue cance ment, limits, to a certain extent, the powers of its directors ; oe for whatever it may or may not be competent for all the share- holders to do, it certainly is not competent for the directors of a company to bind it by entering on its behalf into trans- actions not warranted by its constitution as settled for the time being (c). do whatever-is necessary for the transaction of the company’s legitimate business in the way in which such business is usually carried on by other people (d), but they have no power This principle applies to Br. ut ec 2. ect. 2. The directors of a company have authority to (y) See upon this subject, Pollock on Contracts, 110, et seg. ; Att.-Gen. v. Great Eastern Rail. Co. 5 App. Ca, 473, and 11 Ch. D. 449; L. and N. W. Rail. Co. v. Price, 11 Q. B. D. 485 ; London Financial Assoc. v. Kelk, 26 Ch. D. 107; Baroness Wenlock v. River Dee Oo., 10 App. Ca. 354, 36 Ch. D. 675 n., ib. 674, and 38 Ch. D. 534; and the cases referred to infra, notes ( f ) and (9). See, as to dealings with land, Grand Junction Canal Oo. v. Petty, 21 Q. B. D. 278, and cases there cited. As to the consequences of a corpora- tion taking securities which it ought not to take, see Ayers v. S. Austra- lian Banking Co., L. R. 3 P. C. 548. (2) Partn. 408; Blackburn Benefit Soc, v. Cunliffe, Brookes & Co., 29 Ch. D. 902. (a) See Ashbury Railway Carriage Co. v. Riche, L. R. 7 H. L. 653; Society of Practical Knowledge v. Abbott, 2 Beay. 559; Bagshaw v. astern Union Rail. Co.,'7 Ha. 114, and 2M. & G. 389; and Baroness Wenlock v. River Dee Co., ubi supra. (b) See Baroness Wenlock v. River Dee Co., ubi supra; Ex parte Watson, 21 Q. B. D. 301 ; Fuirtitle v. Gilbert, 2 T. R. 169. Compare Webb v. Commissioners of Herne Bay, L. R. 5 Q. B. 642, where the company had power to issue debentures, although they did not properly exercise the power. (ce) Ashbury Railway Carriage Co v. Riche, L. R. 7 H. L. 658. (d) Smith v. Hull Glass Co., 8 O. B, 668 ; Taunton v. Royal Ins. Co., 2 Hem. & M. 135. M 2 164 DOCTRINES OF AGENCY. Bk, II. Chap. 2. to engage in a class of business for the transaction of which Sect. 2. Capacity of corporations. Ashbury, &c., Co. v. Riche. the company was not formed (e). With respect to the capacities of trading and similar cor- porate bodies to bind themselves by contracts, there is an apparent difference of opinion upon the question whether the burden of proof is upon those who assert that the power to enter into any particular contract exists or upon those who assert the contrary. It is agreed on all hands that a corporation cannot lawfully do that which its constitution does not expressly or impliedly warrant. The difference of opinion, if there really be any, is not as to that, but simply as to whether the act of incorpora- tion is to be regarded as conferring unlimited powers except where the contrary can be shown; or whether alleged corpo- rate powers are not rather to be denied unless they can be shown to have been conferred either expressly or by necessary implication. The former is apparently the correct view so far as muni- cipal and other corporations not created for any clearly limited purpose are concerned ( Ff); but the latter is submitted to be the correct view with respect to trading and similar corpora- tions which are created for certain definite purposes only (g). That such corporations cannot do that which their constitu- tion does not warrant admits of no doubt, and is conclusively established by the decision of the House of Lords in Ashbury Railway Carriage Co. v. Riche (h). In that case it was held that a company formed and registered under the Companies act, 1862, for contracting to supply materials for making railways and to carry on the business of general contractors, was not bound by a contract to make a railway, although such (e) The cases on this head are 9Ex.224. See Lord Justice Bowen’s excessively numerous, and will be judgment, 36 Ch. D. 684 n.; and noticed hereafter. Lord Selborne’s judgment, L. R. (f) See the authorities cited, L. 7 H. L, 693, both of which are in R. 9 Ex. 262, et seq. favour of the view in the text; but (g) The leading cases on this sub- the judgment of Lord Blackburn, 9 ject are Baroness Wenlock v. River Ex. 262, et seq., is opposed to it. Dee Co.,10 App. Ca. 354, and 36 Ch. (h) L. R. 7 H. L. 653, S. OC, L. RB, D.674,and Ashbury Raihway Carriage 9 Ex, 224, 249, Co, v. Riche, L. R. 7 H. L. 653, and ACTS WHICH ARE ULTRA VIRES. contract had been entered into by directors of the company, and had been afterwards approved by the shareholders (i). Such a contract was not authorised by the company’s memo- randum of association and could not bind the company in its corporate character, even though every shareholder in it might have assented to it. The rule laid down in this case applies to all companies created by statute for a particular purpose, and is not confined to companies created by the Companies act, 1862(k). At the same time, whatever may fairly be regarded as incidental to or consequential upon those things, which the legislature has authorised, ought not, unless expressly prohibited, to be held by judicial construction to be ultra vires (1). 165 Bk. II. Chap. 2. Sect. 2. Companies’ articles of association and deeds of settlement Public bound to notice the usually prescribe certain limits to the powers of their directors, regulations of rendering them much less extensive than they would be if ‘t° °™Pay: limited merely by the purpose for which the companies are formed ; and opinions have differed upon the question whether the public can safely deal with the directors of companies without ascertaining the real limits set to their authority (m). But it is now settled that persons who deal with a company whose regulations are registered, and are therefore accessible to the public, cannot hold the company liable if the directors exceed their authority as disclosed by those regulations. Accordingly in Balfour v. Ernest (n), it was held, that an insurance company peter % (t) Compare Sheffield Nickel Co. v. Unwin, 2 Q. B. D. 214, where what Ernest v. Nicholls, 6 H. L. C. 401 ; Royal British Bank v. Turquand, 6 was done was within the scope of the memorandum of association. (k) Att.-Gen. v. Great Eastern Rail. Co., 5 App. Ca. 473, and 11 Ch. D, 449; Baroness Wenlock v. River Dee Co., 10 App. Ca. 354, and 36 Ch. D. 675 n. (1) Att.-Gen. v. Great Eastern Rail. Co., ubt supra; L. and N.-W. Rail. Co. v. Price, 11 Q. B. D. 485. (m) The difference of opinion on this subject will be seen at once by comparing the judgments in Green- wood’s case, 2 Sm. & G. 95 (reversed on appeal, 3 De G. M. & G. 459) ; EK. & B. 327; Atheneum Life Ass. Society v. Pooley, 1 Giff. 102, and 3 De G. & J. 294. See as to Lord Wensleydale’s observations in 6 H. L. C. 419; Agar v. Athenewm Life Ins. Soc, 3 C. B. N. S. 725; London Dock Co. v. Sinnott, 8 E. & B. 347. (n) 5 C. B. N.S. 601. See, too, Irvine v. Union Bank of Australia, 2 App. Ca. 366, as to resolutions which ought to be registered ; Peirce v. Jersey Waterworks Co., L. R. 5 Ex. 209; Ex parte Overend, Gurney & Co., 4 Ch. 460; Ex parte nest. 166 Bk. II. Chap. 2. Sect. 2. Chapleo v. Brunswick Building Society. Limits of this doctrine, Acts intra vires, but irregular, DOCTRINES OF AGENCY. was not bound by a bill of exchange accepted by its directors on its behalf for a debt incurred by another insurance company, which had been amalgamated with the first; for the amalga- mation was not authorised by the deed of settlement of the company on whose behalf the bill had been accepted, and the holder of the bill was aware of the nature of the debt for which the bill had been given. Again in Chapleo v. Brunswick Building Society (0), it was held that persons who have dealings with a building society must be taken to know that such a society has no power of borrowing except such as is conferred upon it by its rules; and if the directors exceed their authority in this respect, those who trust them and lend them money for the society, cannot compel the society to repay it. This doctrine is based upon the necessity of protecting shareholders against the unauthorised acts of their directors, and ought not to be extended to cases in which persons who are really ignorant of the powers of directors, seek to make them personally responsible for the assumption of powers they did not really possess. The liability of directors in respect of contracts entered into by them beyond their powers will be alluded to hereafter (p) ; and it will then be seen that although such contracts do not bind the company for which the directors may have acted, it by no means follows that they are not personally Liable in respect of them. 2. Of acts which are intra vires, but irregular. Notwithstanding, however, that a company is not bound by those acts of its directors, which as regards the company are ultra vires, and notwithstanding the doctrine that persons dealing with companies are affected with notice of their regis- tered regulations, yet, as already stated, there is no necessity on the part of such persons to see that de facto directors are Eagle Ins. Co, 4 K. & J. 549; (0) 6 Q. B. D. 696, at pp. 712 & Athenwum Life Ass. Soc. v. Pooley,1 713. See, further, as to borrowing Giff. 102, and 3 De G. & J. 294; powers, infra, pp. 187, et seq. Sheffield’s case, Johns. 451, and (p) Book ii, 6, § 1. Keurns v. Leaf, 1 Hem. & M. 681. ACTS INTRA VIRES BUT IRREGULAR. 167 properly appointed (q), nor to see that directors exercise the Bk. ea 2. powers they possess in the precise manner prescribed by the regulations of the company ; and it may be taken as now settled that persons dealing with directors bond fide, and without notice of an irregular or improper exercise of their powers, are not affected by such irregularity or impropriety. The leading authority on this head is The Royal British ee Bank v. Turquand (r). In that case, a company’s deed, regis- quand. tered under 7 & 8 Vict. c. 110, empowered the directors to borrow on the bonds of the company such sums, as by a general resolution of the company might be authorised to be borrowed. The directors gave the bankers of the company a bond for 10001., sealed with the seal of the company, and signed by two directors, as a security for what might be due from the company to its bankers on its current account. This was not authorised by any resolution of the company, and it was therefore contended that the bond was invalid. There was no question here as to the form of the bond, or as to the authority of those who issued it to act for the company. The company was primd facie bound by the bond, and no one looking only at the deed of settlement and the bond, could come to a different conclusion. The only question was, whether the bankers were bound to look further and to ascer- tain whether the issuing of the bond had been authorised by the resolution of a general meeting. It was held both by the Court of Queen’s Bench and by the Court of Appeal, that they were not, and that the excess of authority was a matter which concerned only the shareholders and the directors. C. J. Jervis, in affirming the decision of the Court below, said, “We may now take for granted, that the dealings with these companies are not like dealings with other partnerships, and that the parties dealing with them are bound to read the statute and the deed of settlement ; but they are not bound to do more(s). And the party here on reading the deed of settlement, would find not a prohibition from borrowing, but a per- (q) County Life Ass. Co, 5 Ch. H. L. 869, where there were none. 288, where there were some duly (r) 5 E. & B, 248, and 6 ib. 327, appointed directors; Mahony v. (s) See acc. as to bye-laws, Royal East Holyford Mining Co, L. BR. '7 Bank of India’s case, 4 Ch, 252. 168 DOCTRINES OF AGENCY. Bk, II. Chap. 2. mission to do so on certain conditions. Finding that the authority might Sect. 2. be made complete by a resolution, he would have a right to infer the fact of a resolution authorising that which on the face of the document appeared t¢ be legitimately done ” (t). Omnia presu- This was not the first occasion on which the maxim omnia muntur rite ‘ E presumuntur rite esse acta had been applied to such cases. In esse acta. Clarke». Im- Clarke vy. The Imperial Gas Light and Coke Company (u), a eee bond given by the directors of a company under the seal of the company for the payment of an annuity to a retired servant, was presumed to have been executed after due compliance with Hilly. Man- all conditions; and in Hill v. The Manchester and Salford chester Water- ; we works Company, Waterworks Company («), the same principle was acted upon; although that case rather turned on the inadmissibility of the evidence by which it was sought to show that the requisite pal ee ae formalities had not been complied with. In Smith v. The Hull * Glass Company (y), Maule, J., whilst recognising the doctrine that all persons who contract with the directors of a registered company must be taken to be cognisant of the extent of the authority conferred upon them, added, ‘‘ But it by no means follows that they are to be taken to be cognisant of all the proceedings of the board of directors; ” and that learned judge held, that the public were entitled to assume that a person acting as the agent of a company had been duly appointed by the directors; for by the company’s deed of settlement, they had power to appoint persons to carry on its business. Again A okgroneae in Agar v. The A theneum Life Asswrance Society (z), the directors Society. had power to borrow, but only with the consent of an extra- ordinary general meeting of shareholders. They did borrow by issuing debentures sealed with the seal of the company, and signed by two of themselves ; and it was held, that these deben- tures were binding on the company, although no such authority to borrow had been conferred by a general meeting as was con- (1) See as to this Irvine v. Union (u) 4B. & Ad. 315. Bank of Australia, 2 App. Ca. 366, (x) 5 B. & Ad. 866. where the resolution, if any, would (y) 11 C. B. 897. have been registered. See, also, (%) 3 C. B. N.S. 725. Compare Landowners’ Inclosure Co. v. Ashford, this with Atheneum Life Ass, Soc. v. 16 Ch. D. 411; Rumford Canal Uo, Pooley, 3 De G. & J. 294, and 1 Giff. 24 Ch. D. 85. 102 ACTS INTRA VIRES BUT IRREGULAR. 169 templated by the company’s deed of settlement. In The Bk. ou 2. Prince of Wales Assurance Society v. The Atheneum Insurance ————— Society (a), the Court of Queen’s Bench held, that a policy of oe insurance issued under the seal of an insurance society and ewe signed by three of its directors, was binding upon the society, Society. although the issue of the policy had not been authorised by a previous resolution of directors as required by the company’s deed. The same principles have frequently been approved and Eagle Company’s acted upon in chancery. In Hz parte The Eagle Company (0) i a claim was made against the Atheneum Assurance Society in respect, not of a policy under its seal, but of an agreement to grant such a policy entered into on behalf of the society by its directors. The Court allowed the claim. The Vice-Chancellor Wood, in delivering judgment, approved of the observations made in The Royal British Bank v. Turquand and of the dis- tinction there drawn, between that which upon the face of it is manifestly imperfect when tested by the requirements of the deed of settlement of the company, and that which contains nothing to indicate that those requirements have not been complied with. “Thus, where the deed requires certain instruments to be made under the common seal of the company, every person contracting with the com- ; pany can see at once whether that requisition is complied with, and he is hound to do so; but where, as in the case I have last referred to, the con- ditions required by the deed consist of certain internal arrangements of the company, for instance, resolutions at meetings and the like, if the party contracting with the directors finds the acts which they undertake to do, to be within the scope of their power under the deed, he has a right to assume that all such conditions have been complied with. In the case last sup- posed, he is not bound to inquire whether the resolutions have been duly passed or the like, otherwise he would be bound to go further back and to inquire whether the meetings have been duly summoned and so ascertain a variety of other matters into which, if it were necessary to make such inquiry, it would be impossible for the company to carry on the business for which it is formed.” (a) 3 C. B. N.S. 756, note. See, Australian, dc., Ass. Co. v. British too, Prince of Wales Assurance Soc. Provident, &e., Society, 8 Giff. 521, v. Harding, E. B. & E. 183. varied on appeal,4 De G.F. & J, (|) 4K.&J.549,. See, too, Anglo- 341. 170 Bk. II. Chap. 2 Sect. 2. Ex parte Over- end, Gurney & Co. Peirce v. Jersey Waterworks Company. DOCTRINES OF AGENCY. Again in Ex parte Overend, Gurney & Co. (c), @ company was held bound by bills accepted by its chairman, although he had only been authorised to accept them on certain conditions which had not been complied with. The bill holder in this case had no notice of the conditions, but even if he had had such notice it would have been no part of his business to see that they had been complied with ; he would have been entitled to assume that they had (d). Further ilustrations of the same principle are afforded by the cases already noticed in which companies have been held bound by the acts of agents irregularly appointed (¢). In connection with these cases it is necessary to allude to a decision apparently in direct conflict with them, viz., Peirce v. Jersey Waterworks Company (f). In this case a company was formed and registered under the Companies’ act, 1862, with articles which provided in substance that when 8,000 shares had been allotted the members should be associated for the objects of the company and be all bound by its regulations, as if all the shares had been allotted. Before 3,000 shares were allotted the directors appointed the plaintiff to be the engineer of the company; and he sued the company for his salary, and although he had no notice that the 8,000 shares had not been allotted, he was held not entitled to recover. The Court con- sidered that until 3,000 shares had been allotted no such com- pany existed as the plaintiff could contract with. But the company unquestionably did exist as a corporate body (g) ; and although the allotment of 3,000 shares may have been a con- dition precedent to the commencement of the directors’ power to bind the company, the cases already alluded to go far to show that the plaintiff was entitled to assume that the condi- tion had been performed. There is, however, a difference between assuming that an agency has commenced and assuming that persons whose agency has commenced are pursuing their authority, and this difference is perhaps sufficient to render the decision in question consistent with those alluded to above (h). (c) 4 Ch. 460, : ; (9) Ante, p. 111. (d) See per L. J. Giffard, ib. 474. (h) See the end of Mr. Baron (e) Ante, pp. 158, 160. Bramwell’s judgment. (f) L. RB. 5 Ex. 209 ACTS INTRA VIRES BUT IRREGULAR. 171 The principles established by the foregoing cases apply, not Bk. ee 2. only as between companies on the one hand and strangers on = the other, but also between companies and their members ; and ae it has been held over and over again, as will be seen hereafter, ee " that as between one shareholder and the others the validity of the acts of their directors depends in any particular case much more on the power of the directors to do the acts in question, than on the regularity or irregularity of the manner in which those acts may have been done (2). A person who knows or is to be treated as knowing that Effect of notice directors or agents are acting irregularly and improperly cannot Benen ‘hold the company bound by their acts (x); and instruments signed by directors on behalf of a company, in a name which is not that of the company, are improper on the face of them, and do not bind the company (i). In connection with the subject of notice, it must not be for- Travsferees of gotten that transferees of bonds and other ordinary choses in a action of that kind, not being negotiable instruments, are primd facie in no better position than their transferors(m). But a company may be estopped from denying as against a transferee of a security what it might have denied as against the trans- feror. For example, in Webb v. Commissioners of Herne Webb v. Com- Bay (n), a corporation was empowered by statute to issue aia debentures but not to members of its governing body. Deben- tures however were issued to one of such members, and were assigned to a bond jide holder for value without notice of the impropriety in the issue, and it was held that the corporate body was bound by the debentures, and was estopped from denying their validity as against the plaintiff. Again in the case of the Romford Canal Co. (0), some deben- Romford Cana] : ‘ Company. tures were issued to a contractor without the sanction of a meet- ne (i) See in book iv. under the head (m) Athenewm Life Ass. Soc. v. Contributories. Pooley, 1 Giff. 102, and 3 De G.& (k) See Chapleo v. Brunswick J, 294; and other cases noticed Building Society, 6 Q. B. D. 696; infra, p. 180. Balfour v. Ernest, 5 C. B. N.S. 601; (n) L. R. 5 Q. B. 642. Zulueta’s claim, 5 Ch. 444; Irvine v. (0) Carew’s claim, 24 Ch. D. 85, Union Bank of Australia,2 App.Ca. See, also, Hx parte The City Bank, 3 366. Ch. 758; Ex parte Colborne and (l) Hambro’ v. Hull, &c., Ins. Co., Stranwbridge, 11 Eq. 478. 3H. & N. 789. 172 Bk. II. Chap. 2. Sect. 3. Formalities required by law. Examples of di- rectory statutes, R. v, Birming- ham, DOCTRINES OF AGENCY. ing at which an insufficient number of shareholders was present and he knew this. : s ; f directors who kinds of agents (n). But with respect to directors, it must excel ther not be forgotten that in most cases the limits of their authority Fowe™ can be readily ascertained, and are supposed to be known (0) ; and a person who deals with directors whom he knows, or is supposed to know, to be exceeding their authority, cannot complain of them if he finds that their acts are repudiated. (1) See on this subject the cases referred to in the next ten notes, and Jenkins v. Hutchinson, 13 Q. B. 744; Lewis v. Nicholson, 18 Q. B. 503; Randell v. Trimen, 18 C. B. 786; Collen v. Wright, 7 E. & B. 301, and Campbell, 5 App. Ca. p. 952, where the difficulty of drawing the line between warranty, fraud, and es- toppel is pointed ont. See, also, Pollock on Contracts, Appendix, note L. ; Holmes on the Com. Law, 8 ib. 647; Simons v. Patchett, 7 ib. 568 ; Eastwood v. Bain, 3H. & N. 738, where the plaintiff had not sus- tained damage. As to the measure of damages, see Ex parte Panmure, 24 Ch. D. 367; Meek v. Wendt & Co., 21 Q. B. D. 126. (m) See ante Bk. I. c. 3, § 1, and Firbank’s exors. v. Humphreys, 18 Q. B. D. 54. See, also, Lord Black- burn’s observations in Brownlie v. L.C. 130. (n) Godwin v. Francis, L. R. 5 C. P. 295 ; Ferguson v. Wilson, 2 Ch. 77. (0) See as to this, ante, p. 165. Wilson v. Miers, 10 C. B. N. 8. 348, was an action against directors for exceeding their authority, but the Court was of opinion that there was no excess, and decided against the ‘plaintiff on that ground. *R 242 LIABILITY OF DIRECTORS Bk. II. Chap. 6. He runs the risk of such repudiation. In the absence, there- Sect. 1. Liability for acts ultra CWS: fore, of fraud on their part, such a person will be unable to obtain any redress against them. Moreover, they are not liable for honest mistakes as to the legal extent of their authority (p). Thus, where a person advanced money to a company on the security of an invalid Lloyd’s bond of the company, the directors who issued it were held not to be personally lable to repay the money advanced (q). So where a person bought new preference stock of a railway company which both he and the directors bond jide believed they had power to issue, but which in truth they had not, it was held that he had no remedy against them, for there was nothing more than a common mistake of law (r). But directors, like other agents, impliedly warrant all facts necessary to confer the authority which they profess to exer- cise. And if the company is governed by a private act of Parliament the contents and effect of that act are regarded as matters of fact (s). Therefore directors who had accepted bills on behalf of a company, which had no power under its private acts of Parliament to accept bills, were held liable to the holders who had no notice in fact that the company was not empowered to accept bills (s). So where a company had power to borrow, but the power had been already exhausted, and the directors nevertheless raised more money, they were held personally liable to repay it (t). So where the directors of a benefit building society had power to borrow if a rule enabling them to do so had been passed, and they borrowed money for the society in the absence of any rule enabling them so to do, it was held that they were personally liable to repay it (uw). So where directors of a company authorised the manager to over- draw the company’s account, they were held liable for the (p) Beattie y. Lord Ebury, L.R. v. Kitson, 12 Q. B. D. 157, and 13 7 Ch. 777, and 7 H. L. 102. Com- Q. B.D. 360. pare the cases in the next four notes, (t) Weeks v. Propert, L. BR. 8 C. (q) Rashdall vy. Ford, 2 Eq. 750. P. 427; Chapleo v. Brunswick Build- See on this case, 13 Q. B. D. 363. ing Soc., 6 Q. B. D. 696. (r) Eaglesfield v. Marquis of Lon- (u) Richardson v. Williamson, L. donderry, 4 Ch. D. 693. R. 6 Q. B. 276, explained by Mel- (s) West London Commercial Bank lish, L. J., in'7 Ch. 801. FOR THEIR OWN ACTS. 243 over-draft, for although the company had no power to borrow Bk. II. Chap. 6. without the consent of a meeting of shareholders, they had power to do so with such consent (2). So wherea company had power to issue debenture stock to a limited extent, and the directors, after the power was exhausted, issued more deben- ture stock, they were held personally liable to the holders of the unauthorised stock. The damages were held to be the value which the stock would have had if it had been authorised (y). Further, where a person purports to contract as an agent, Sect. 1. Contracts with promoters of and he has in truth no principal, so that the contract, unless companies. binding on the party to it, is wholly void, he is treated as haying contracted on his own behalf, and is personally liable accordingly. Thus, if a person contracts on behalf of a com- pany not yet formed, he is liable on that contract; and he is not relieved from such liability by the subsequent adoption of the contract by the company when formed (z); unless the con- tract is so worded as to exclude personal liability. Again, if directors contract as principals, which is quite Express persuaa! consistent with their acting on behalf of the company (a), they will be bound personally by their contract provided it is not actually illegal. The fact that the contract is one which would not bind the company is not per se sufficient to render it void as against the directors personally. ‘Therefore, where the directors of a company disagreed and divided into two parties, and one party retired, and the other party covenanted to indemnify them, this covenant was held binding on the direc- tors who entered into it, irrespectively of the question how far the whole transaction was one which the directors had power to enter into on the part of the company (0). But if the con- tract is illegal no action can be maintained upon it; and there- fore where the directors of a railway company agreed that it (x) Cherry v. Col. Bank of Aus- and the cases on promissory notes, tralasia, L. R. 3 P. C. 24. ante, p. 232 et seg. See, also, Kay v. (y) Firbank’s exors. v. Humphreys, 18 Q. B. D. 54, (2) Kelner v. Baater, L. R. 2 C. P. 174 ; Scott v. Lord Ebury, ib, 255. (a) McCollin v. Gilpin, 5 Q. B. D. 390, affirmed 6 Q. B. D. 516, Dutton v. Marsh, L. B. 6 Q. B, 361, Johnson, 2 Hem. & M. 118, in which a decree for the specific performance of an agreement for a lease was nade against directors personally. (b) Haddon v. Ayers, 1 E. & H. 118; Barker vy, Allan, 5 H. & MN, 61. R2 liability. 244 Bk, IT. a 6. Sect. 2. Directors not the agents of cach other, LIABILITY OF SHAREHOLDERS. should pay the expenses which might be incurred by another company in attempting to obtain an act of Parliament for the tormation of a line which, when made, was to be handed over to the first company, it was held that this was an agreement to the effect that the first company should do that which was altogether illegal, and that an action against the directors for a breach of the agreement could not be sustained (c). 2. For the acts of each other. Although the directors of a company are the agents of the company, and although, as a member of the company, each of the directors is liable for the acts of its agents on the same ground as other members, still, unless a director has done something to make his co-directors his agents in some other sense than this, he is no more liable for their acts than any other shareholder. In this respect directors are like pro- moters, each being answerable for his own acts and for the acts of the others so far as he has made them his agents, but no further (d). It must however be borne in mind that the liability here referred to is liability to persons dealing with directors as representing their company. The duties and liabilities of directors to shareholders will be referred to here- after in Book III. SECTION I.—OF THE LIABILITIES OF SHAREHOLDERS. } Passing now to the consideration of the personal liabilities ot shareholders of companies in respect of transactions which impose liabilities on the companies of which they are members, it is necessary to distinguish one company from another, and especially unincorporated from incorporated companies. (c) Macgregor v. Dover and Deal case, 4 De G. M. & G. 411; Walker's Rail. Co., 18 Q. B. 618. case, 8 De G. M. & G. 607. See, (d) See Brown v. Byers, 16 M. & also, Wreir vy. Barnett, 3 Ex, D. 32 W. 252; Heraud v. Leaf, 5 C. B. and 238 ; Curgill v. Bower, 10 Ch. 157; Bramah y, Roberts, 3 Bing. D. £02. N. C. 963; Lord Londesborough’s EXTENT OF LIABILITY. 1. As to the extent of liability. a.) Of liability at Common Law and of attempts to restrict it. By the common law of this country every member of an unincorporated partnership, whether it be an ordinary firm or a joint-stock company with transferable shares, is personally: liable for all the debts and engagements of the partnership contracted whilst he is a member of it (c). As may be sup- posed, many attempts have been made from time to time to restrict the application of this rule and to form com- panies on such terms as to prevent their members from being _Yuined in the event of the companies suffering serious loss. ‘These various attempts have ceased to be of much practical importance owing to the facilities of forming incorporated companies by means of registration; but they have still great historical interest and deserve notice on that account: more- over, there are still insurance companies which issue policies on the terms that they are to be paid solely out of the funds of the companies. The attempts referred to may be ranged under two heads, according as there has or has not been some special agreement with the creditors. So inflexible is the doctrine of unlimited liability, and so important is it that no doubts shall be cast upon it, that judges have frequently denounced in the strongest terms the conduct ot those who have endeavoured to inyveigle the public into taking shares in companies by asserting that ‘‘no one shall be liable beyond the amount of his subscription.” Nothing can be more delusive or worthless than such statements as applied to unincorporated bodies, or to bodies not governed by special acts of Parliament; for although the subscribers themselves may stipulate with each other for such a restricted liability, nothing is more clear than that, as to the rest of the world, each shareholder is liable for the whole amount of the debts of (ec) Partn., bk. ii. c. 2, and see,as V.& B. 157; RB. v. Dodd, 9 East, to companies, Keasley v.Codd,2 Car. 516; Robinson’s Executor’s case,6 De & P. 408, note; Carlen v. Drury, 1 G.M. & G. 572, 245 Bk. TI. Chap. 6. Sect. 2. Attempts to limit liability Without special contract with creditors. 246 EXTENT OF SHAREHOLDERS’ LIABILITY. Bk. eres 6. the company (f). Nor will notice that a stipulation of this —___-.--- kind has been entered into between the shareholders prevent a crecitor from holding each of them Hable to the full extent of his demand (4). By special con- tract with credi- tors. Notwithstanding, however, this general rule, if a person chooses to deal with a company upon the terms that its funds, and they only, shall be available to make good his demands, he cannot afterwards depart from those terms and hold the members individually liable as if no such restriction had been agreed to (h). It is, however, to be borne in mind, that members of unin- corporated companies, like other partners who contend for restricted liability, have the onus probandi on themselves, and if, owing to any circumstance, they fail in establishing their contention, the general rule of unlimited liability applies to them as a matter of course (?). The ordinary mode of restricting liability, is to contract that the funds of the company shall alone be liable to the demands against it. Upon contracts in this form, it is to be observed that— 1. A contract by a person to pay out of his own property without limitation, is in fact an absolute contract to pay; for expressio corum que tacite insunt nihil operatur. 2. Upon the same principle, a contract by a corporation to pay out of its funds generally is, as regards the corporation, neither more nor less than a contract to pay absolutely; for a corporation as such has nothing except its funds to pay out of (k). 3. An express contract to pay out of certain specified Limiting liability to funds of com- pany. (f) See BR. v. Dodd, 9 East, 516, and the cases in the last note and the next. (g) See Greenwood’s case, 3 De G. M. & G, 459. The State Fire Ins. Co., Meredith’s case, and Conver’s case, 1 N. R. 510, V.-C. W. (h) Alchorne v. Saville, 6 Moo. 202 ; Halket vy. The Merchant Traders’ Loan Assoc., 13 Q. B. 960 ; Hallett v. Dowdall, 18 Q. B. 2 (the judgment on the bill of exceptions) ; Durham’s case, 4K. & J. 517. (t) See Luckombe v. Ashton, 2 Fos. & Fin. 705, and ante, note (4). (k) Sunderland Marine Insur. Co. v. Kearney, 16 Q. B. 925, in which the liability of the individual mem- bers of the company was not in question, ATTEMPTS TO LIMIT LIABILITY. 247 funds, excludes an implied contract to pay in some other Bk. HU. Chap. 6. manner (/). 4. But a person who undertakes to pay out of certain funds, is absolutely bound to pay if those funds exist and are avail- able; so that if, the funds existing and being available, he does not choose to pay out of them, he must pay out of his own property (m). 5. On the other hand, a person who undertakes to pay out of certain funds, is under no obligation to pay unless those funds exist (mn), or unless their non-existence is owing to his own default (0), or unless he has also undertaken that they shall exist ; in which last case his undertaking to pay amounts to an absolute undertaking, and the qualification as to the funds goes for nothing (p). Sect. 2. In conformity with these principles, it has been held that Success of attempt so to the promoters of a company are not liable to persons employed jimit liability. by them upon the terms that such persons shall look for pay- ment to certain specified funds, and not to the promoters individually (q) ; that upon a contract to pay out of the funds of a joint-stock company, all those who in point of law are bound by the contract, are personally liable to satisfy the (2) See Alexander v. Worman, 6 H. & N. 100; Giles v. Smith, 11 Jur. 334, C. P-; Landman v. En- tovistle, 7 Ex. 632; Mathew v. Black- more, 1 H. & N. 162; Taft v. Harrison, 10 Ha. 489. Compare Cope’s case, 1 Sim, N. 8. 54. (m) Higgins v. Hopkins, 3 Ex. 163 ; Hallett v. Dowdall, 18 Q. B. 2. But if an incorporated company promises to pay out of its funds only, and it bas funds, it does not follow that the shareholders are personally liable, Re the Atheneum Society, and Prince of Wales Society, Johns. 80, affirmed 3 De G. & J. 660. (n) The Statute of Limitations does not begin to run until they do exist, See in re Kensington Station act, 20 Eq. 197. (0) As in McIntyre v. Belcher, 14 C. B. N. 8. 654, where the defendant discontinued the business, out of the profits of which he was to pay the plaintiff. See, also, Telegraph Despatch Co. v. McLean, 8 Ch. 658 ; Worthington v. Sudlow, 2 B. & Sm. 508. (Compare King v. Accumulative Ass. Co., 3 C. B. N.S. 151; Rhodes v. Forwood, 1 App. Ca. 256; Rail- way and Electric Appliances Co., 38 Ch. D. 597, noticed infra, p. 249, note (a). (p) See Pilbrow v. Pilbrow’s At- mospheric Co., 5 C. B. 440. (q) Giles v. Smith, 11 Jur. 334, C. P.; Landman v. Entwistle, '7 Ex. 632. Compare Cope’s case, 1 Sim. N.S. 54; Cullen v. Duke of Queens- berry, 1 Bro. C. C. 101, and Horsley vy. Bell, ib. in the note; $.’°C. 2 Am. 770; Williams v. Hathaway, 6 Ch. D. 544, 248 EXTENT OF SHAREHOLDERS’ LIABILITY. Bk. II. Chap. 6. demands to which those funds are applicable, if any such funds Sect. 2. Failure of at- tempt where contract is not clear. Hancock 7. Hodgson. there be (r); but that if there are no such funds, then the event on which alone payment has to be made not having arisen, no one is liable to pay (s). The latter proposition, however, supposes that the contract is not so framed as (notwithstanding what is said about the funds of the company) to amount to an undertaking to pay at all events. The importance of attending to this point appears from Hancock v. Hodgson (t). In that case, the projectors of a mining company purchased a copper and tin mine, and covenanted to pay the purchase money by quarterly instal- ments out of the funds of the company; but it was provided that in case there should not have been received by the bankers of the company or by the directors for the time being, the deposits or instalments due from the several shareholders, so as to enable the directors to pay the purchase money at the times therein before mentioned, then and in such case the said directors shall be allowed a further time to pay such balance, until six months after the time or times when the said quar- terly instalments became due. Upon this covenant and proviso it was held, that the covenantors were personally liable to pay the whole purchase moneys, although the company had no funds; for that whatever might have been the case without the proviso, that clearly showed that after the expiration of the further period therein mentioned, the payment was to be made by the covenantors at all events, whether the company had funds or not. Having made the above general observations, it is necessary to examine with greater particularity the effect of contracts by companies to pay out of particular funds, on 1. The rights of creditors against the funds themselves; (r) See Andrews v. Ellison, 6 B. Loan anid Insurance Association, 13 Moore, 199; Gurney v. Rawlins, 2 Q. B. 960; Hassell v. Ditto, 4 Ex. M. & W. 87; Dawson v. Wrench, 3 523; The Worcester Corn Exchange Ex. 359 ; Reid v. Allan, 4 Ex. 326; 00,3 De G.M. & G. 180; King v. Hallett v. Dowdall, 18 Q. B. 2, the The Accumulative Assurance Co., 3 judgment on demurrer. C. B. N.8. 151; and compare Cope’s (s) See, in addition to the above case, 1 Sm. N.S. 54. cases, Durham’s case, 4 K. & J. 517; (t) 4 Bing, 269, Hulket v. The Merchant Traders’ 249 ATTEMPTS TO LIMIT LIABILITY. and 2, Their rights against the members individually where > 1 oe 6. those funds have been exhausted. Pe aaa 1. With respect to the rights of creditors against the funds, it may now be considered as settled, that a contract by a com- pany to paya person out of its funds does not give the creditor any specific charge or lien on those funds, nor any preference over other creditors (a) ; but it nevertheless entitles him, even before the time for payment arrives, to prevent the funds from being misapplied (x). Where therefore an insurance company had issued policies and made them payable out of its funds, a policy holder whose policy had not become payable was held entitled to an injunction to restrain the company from amal- gating with and transferring its funds to another company, such amalgamation and transfer not being warranted by the deed of settlement of the first company (y). It has, however, been held (z) that a contract to pay a policy out of particular funds does not amount to a contract to carry on business, nor toa contract not to hand over the funds to other persons (a) ; and that a policy holder whose policy is not due cannot sup- port an action for damages which he fears he will sustain, but which possibly he will not. The last ground is perhaps the most satisfactory, and has the advantage of rendering the de- cision in equity consistent with that at law. It is, however, by no means uncommon for an unlimited ae insurance company to limit its liability to policy holders and b transfer its annuitants to its funds, and to have in its deed of settlement * er Right against the funds. (u) Albert Life Ass. Co., 9 Eq. 706 ; McIver’s claim, 5 Ch. 424, and the cases in the next note. (a) See Kearns v. Leaf, 1 Hem. & M. 681; State Fire Insur. Co., ib. 457, and 1 De G. J. & Sm. 634; Atheneum Life Insurance Socvety, Johns. 80 & 633, and 3 De G. & J. 660; Low v. London Indisputable Life Policy Co.,1 K. & J. 223. These cases will be adverted to hereafter, when the winding up of companies is being considered. (y) Kearns v. Leaf, 1 Hem. & M. 861; Aldebert v. Leaf, ib. Compare Argus Life Ass. Society, 39 Ch. D. 571. (2) King v. Accumulative Life Assur. Co., 3 C. B. N.S. 151. See, also, Lethbridge v. Adams, 13 Eq. 547. (a) See, also, Rhodes v. Forwood, 1 App. Ca. 256, where an agent of a colliery contended in vain that his employer was bound to carry it on. Soin Re Railway and Electric Ap- pliances Co., 38 Ch. D. 597, there was no implied covenant to carry on business in order to work a patent. Compare Telegraph Despatch Co. v. McLean, 8 Ch. 658, and McIntyre v. Belcher, 14 C. B. N. 8S. 654, noticed ante, p. 247, note (0). 250 EXTENT OF SHAREHOLDERS’ LIABILITY. Bk. II. Chap. 6. oy articles of association as originally framed, or as altered in Sect. 2. Extent of mem- bers’ liability. (a) Where the company is incorporated. accordance with a power therein contained, power to transfer its funds and its business to another company. Where this occurs, a transfer of the funds cannot be prevented; and upon a proper transfer being made and in the case of life insurance companies confirmed by the Court, the policy holders and annuitants cease to have any claims against the transferring company (0). 2. With respect to the extent of the liability of the members of a company upon contracts in which it is specially stipulated that the funds of the company alone shall be answerable, and that no member shall be liable beyond the amount of his share, the limit set by contract is the limit of liability :— Where the company is an incorporated company, there never was any difficulty in giving effect even at law to all the terms of the contract ; and in the case of companies registered under the act 7 & 8 Vict. c. 110, it was held that the members were not liable to have execution issued against them upon judg- ments obtained against the company on a contract of the description in question; but that the property of the company was alone liable to make good the demands of the judgment creditor; and this was held at law even in cases where the subscribed capital had been exhausted but the whole capital had not been paid up (c). The same principle was acted on in equity, except that a Court of equity compelled the shareholders to pay up rateably so much of the capital as had not already been subscribed (d). This can now be done by a properly constituted action. In all these cases, however, it must be borne in mind that the liabilities which are limited to the funds of the company, are those only which are expressly so limited by the contracts (b) See infra, § 3, p. 258, &., and as to life assurance companies, see The Life Assurance Companies act. 1870, 33 & 34 Vict. c. 61, § 14, (c) Halket v. The Merchant Tra- ders’ Loan and Insurance Assoc., 13 Q. B. 960 ; Hassell v. The Same, 4 Ex. 525 ; Durham’s case,4 K. & J. 517; 3 Re the Atheneum Life Soc., Johns. 80, and 3 De G. & J. 660, on appeal; Lethbridge v. Adams, 13 Eq. 547. (d) Talbot's case, 5 De G. & Sm. 386 ; Durham’s case, 4 K. & J. 517; Evans v. Coventry, 8 De G. M. & G. 835. See clause 7 of the decree. LIABILITY LIMITED BY STATUTE. 251 with the creditors; the liabilities to other persons are un- Bk. ea 6. limited (e). Sea Companies governed by the Companies act, 1862, may, Companies go- although unlimited, limit their liability by special contract (f), ae and where they do so the principles above adverted to will be applicable. But as under the Companies act, 1862, judgments against a company cannot be enforced against its members, questions as to their individual liability can scarcely arise except when a company is being wound up. As regards unincorporated companies, it was extremely dif- oe ficult, if not impossible, before the passing of the Judicature incorporated. Acts, to enforce by action at law a contract limiting their liability to their funds (g). It was practically necessary to sue in equity. But now itis apprehended that an action can be maintained against the persons having the control of the funds and the persons lable to contribute to them, to enforce the liability to contribute, and the due application of the funds when raised (h). (b.) Of limited liability by Statute. Passing now to the subject of limited liability by statute, pe the first point which has to be borne in mind is that the moment a society of any kind is incorporated, its members cease by common law to be in any way liable for the debts and engagements of the body corporate. Moreover, although by common law it has always been lawful for the Crown to create corporations, the Crown has no power by common law to create a corporation and at the same time to render its members indi- (e) See the Albert Life Ass. Co., 9 Eq. 706 ; Professional Life Ass. Co., 3 Eq. 668, and 3 Ch. 167 ; Lethbridge y. Adams, 13 Eq. 547. (f) See § 38, cl. 6, Accidental Death Ins. Co., 7 Ch. D. 568. (g) See Hallett v. Dowdall, 18 Q. B. 2, and the observations of Mellish, L. J., in Grain’s case, 1 Ch. D. 322; Alchorne v. Saville, 6 B. Moore, 202, note. Hallett v. Dowdall was noticed at length in the earlier editions of this treatise, but it has not been thought necessary to reproduce the former observations on it. (h) See Law v. The London In- disputable Life Policy Co., 1K. & J. 223; Talbot's case, 5 De G. & Sm. 386 ; Durham’s case, 4 K. & J. 517; Robson v. McCreight, 25 Beav. 272 ; Evans v. Coventry, 8 De G. M. & G. 835. See, as to the effect of a transfer by the company of its busi- ness, Hort’s case, 1 Ch. D. 307. 252 EXTENT OF SHAREHOLDERS’ LIABILITY. bk. II. Chap. 6. yidually liable for its debts (i), the whole of that branch of Bis > che, law aelticld vélates to: the liability, as distinguished from the non-liability, of the members of incorporated companies for the debts and engagements of such companies, is of modern growth and is based upon statutory enactments. These enact- ments will be examined hereafter in connection with the subjects of execution and winding up, but it may be useful to state generally in the present place that— Chartered com- 1. The liability of the members of a company governed by mone the Letters Patent act depends on the terms of its charter or letters patent, the Crown being empowered by the act in ques- tion to limit their liability or not. (See 7 Will. 4 and 1 Vict. c. 78, §§ 4 & 29.) Companies go- 2. The liability of the members of a company governed by verned by 8 & 9 ‘ . ‘5 ‘ sal ge Viet. us 16. the Companies clauses consolidation act is limited to the extent of their unpaid-up shares in the capital of the company (8 & 9 Vict. ce. 16, § 36). Companies em- 3. ‘Vhe liability of the members of a company empowered by powered to sue and be sued. a special act of Parliament to sue and be sued by a public officer depends on the terms of such act, but will almost inva- riably be found to be unlimited (k). Banking com- 4. The liability of the members of a banking company panies governed i ce by 7 Geo. 4, governed by 7 Geo. 4, c. 46, is unlimited. (See 7 Geo. 4, ae c. 46, §§ 11, 12, 13.) fo act, 5. Subject to the exceptions presently to be noticed, the extent of the liability of the members of a company formed and registered under the Companies act, 1862, depends upon whether the company is registered with limited liability or not. If the company is registered with limited liability, its members are not liable beyond the amount for which they have under- taken to be responsible; but if the company is not so regis- tered, its members are liable to the full amount of the com- (¢) This power was conferred upon member of a company empowered the Crown by 6 Geo. 4,¢. 91, § 2, to sue and be sued, but not incor- which was followed by 4&5 Will. — porated. The Colonial ordinance in 4, c. 94, and was with it repealed that case was held not to have in- and replaced by 7 Will. 4&1 Vict. corporated the company, and the c. 73. case may be usefully referred to on (k) See Aldridge v. Cato, L. R. 4 the construction of such documents, P. C. 313, as to the liability of a LIABILITY LIMITED BY STATUTE. 258 pany’s debts and engagements, whatever that may be (J). The Bk. ae 6. liability, however, of each member is merely a lability to oe contribute with others; and such liability can only be en- forced by winding up the company. No execution can issue against a member upon a judgment obtained against the company. The exceptions above referred to are as follows :— Exceptional (1.) Even if the company is registered with limited liability, tae the liability of the directors will be unlimited if the memo- randum of association so provides (m). (2.) If a company carries on business for six months with less than seven members, all the members cognisant of the fact are severally liable for the debts contracted by the company during that time, and may be sued accordingly (n). (8.) The act contains stringent provisions to compel limited companies and their officers to use the word “limited” as part of the name of the company in matters relating to its busi- ness (0) ; and persons signing or authorising the signature on behalf of such a company of any bill of exchange, promissory note, cheque, or order for money or goods, in which the word limited is not used as directed, are themselves liable for the amount, unless the same is duly paid by the company (7p). (4.) The liability of limited banking companies issuing notes is unlimited in respect of such notes (q). (5.) Although a company may be registered without limited liability, the liability of its members may be limited by special contract (r). (6.) The liability of the members of companies not formed Companies regis- under the act but registered under it, is as to all matters oa occurring after registration the same as the liability of mem- 2° *** 186 bers of companies formed and registered under the act. But as to other matters the extent of liability is the same as if no registration had taken place(s). Existing companies with (1) See 25 & 26 Vict. c. 89, § 38. (q) 42 & 48 Vict. ©. 76, § 6. (m) 30 & 31 Vict. c. 131, §§ 4 (r) 25 & 26 Vict. c. 89, § 38, cl. 6. and 5. (s) See §§ 179 and 196, cl.5. The (n) 25 & 26 Vict. c, 89, § 48, liability under the repealed act of (0) §§ 41 and 42. 7 & 8 Vict. c. 110, was unlimited ; (p) § 42. See Penrose v. Martyr, see § 25. So wee the liability under E. B, & E. 499. the repealel act 7 & 8 Vict. ¢. 113; 254 COMMENCEMENT OF SHAREHOLDERS’ LIABILITY. Bk. II. Chap. 6. ynlimited liability, whether registered as such under the act of Sect. 2. Commencement of shareholders’ liability. 1862 or not, may be registered as limited companies, and if so registered, the liabilitiy of their members as to matters ocewring after registration becomes limited also (¢). But banking companies existing at the date of the passing of the act and registering under it as limited companies, are bound to give certain notices to their customers before the privilege of limited liability can be claimed as against them (u). 2. As to the duration of liability. (a.) Commencement of liability. In ordinary partnerships a person who joins a firm does not become liable to its existing creditors simply by the act of joining it, although he may have been admitted into partner- ship upon the terms that as between him and his co-partners he shall contribute to the existing debts of the firm (x). The same rule applies to the members of unincorporated companies when there is no statutory provision to the contrary. There- fore, where a creditor sued a shareholder in a cost-book mining company for goods supplied to the company before the de- fendant became a shareholder, the creditor was held not entitled to recover (y). When, however, a person takes shares in a company, he, as between himself and other shareholders, takes those shares with all the rights and liabilities attaching to them, so that his co-shareholders have a perfect right to insist upon his contributing with them towards the liquidation of debts con- tracted before he joined the company (2). see $7. The liability under the acts of 1856 and 1857 was substantially the same as that under the Com- panies act, 1862. (t) See §§ 179, 180, and 42 & 43 Vict. c. 76, §§ 4 & 5. (u) See § 188. (x) Partn., bk. ii., c. 2, § 3, p. 201, et seq. (y) Thomas v. Clarke, 18 ©. B. 662. See, too, Thomas v. Hobler, 4 And even as regards De G. F. & J. 199. (2) Taylor v. Ffill, 1 N. RB. 566, V.-C. W.; Cape’s Executor’s case, 2 De G. M. & G. 562; Mayhew’s case, 5 ib. 837. See, too, Horsley v. Bell, 1 Bro. C. C. 101, note. Sanderson’s case, 3 De G. & S. 66, contra, cannot be regarded as correct on this point. See Henderson v. Sanderson, 3 H. L. C. 698. TERMINATION OF SHAREHOLDERS’ LIABILITY. 255 creditors, the liability of a shareholder to them seldom depends Bk. ea a e upon the ordinary principles of partnership law ; for most com- panies are governed by statutory enactments, which must not be overlooked. These enactments will be examined hereafter, but it may be stated generally, that in all companies regulated by 7 Geo. 4, c. 46, by 8 & 9 Vict. c. 16, or by the Companies act, 1862, an incoming shareholder is, so long as he remains a shareholder, liable to creditors in respect of debts incurred by the company before he became a shareholder (a). The Letters Patent act (7 Will. 4 and 1 Vict. c. 78, § 24) is so worded as to be capable of receiving a different construction in this respect ; but probably a different construction would not be put upon it; for it would be highly inconvenient to apply different principles to different companies if it can be avoided, and there certainly is no sufficient reason for any distinction between them with reference to the liability alluded to (0). (b.) Termination of liability. . dinar . : “4 1. Termination a A member of an ordinary partnership may, even during the a aes continuation of the partnership, determine the authority of his liability in re- : ‘i Pea : -_. spect of future co-partners to bind him, by giving proper notice (c). This is, acts, in truth, only an instance of the more general proposition, that an agent’s authority is determinable by his principal at any time before the authority has been acted on. But as the directors of an incorporated company are the agents of the company, and not of the individual members, a notice by one of them to the effect that he will not be responsible for the future acts of its directors, would, it is conceived, be simply inoperative. As regards incorporated companies, the only mode in which a shareholder can escape liability for future acts of the directors is by duly severing his connection with the company. When a shareholder ceases to be such, he obviously deter- mines the authority conferred by himself upon the company (@) The same was true of com- tended to be raised in Philipson v. panies governed by the repealed Hyremont, 6 Q. B. 587, but it was acts, 7 & 8 Vict. cc. 110 and 113, not decided. and the Joint Stock Companies acts, (c) Partn., bk. ii, c. 2, § 3, p. 210, 1856 and 1857. et seq. (b) This point was apparently in- 256 TERMINATION OF SHAREHOLDERS’ LIABILITY. If he is a shareholder in a com- pany which has no register of its members accessible to the public, he is in the position of a dormant partner, and conse- quently he cannot be made liable for what occurs after his re- tirement; and no notice of retirement is necessary except to Effect of continu. those who knew him to be a shareholder (d). ing on register. Bk. if oo 6. and its agents to bind him. Ct. 2. But a person who is a shareholder in a company which has a register of its members accessible to the public, is primdé facie in a different position; and reasoning from analogy, a retiring shareholder ought in such a case to take care to have his name removed from the register, for so long as it is there he holds himself out as a shareholder (ec). But here, as in other cases, the liability of shareholders turns on the statutes applicable to the companies in which they are shareholders, and reliance must not be placed upon the general principles applicable to partnerships. The Letters Patent act expressly enacts that a person ceas- ing to be a shareholder in a company to which that act applies, shall for all purposes of liability be considered as a continuing shareholder until the fact that he is not so has been regis- tered (f). But as regards companies governed by other statutes, it will be found that their liability for future debts depends not so much on what appears from the company’s register, as on the fact of membership, of which the register is only prima facie evidence (4). Again, with respect to the liability of a late shareholder in a company for those debts and engagements of the company to which he was liable when he was a shareholder, it is necessary to consult the statute or charter by which the company in question is governed. Without referring to particular enact- ments at length, it may be stated generally that the ordinary Statutes must be looked to, 2. Termination of shareholders’ liability in re- spect of past acts. (d) See, Ace. Northey v. Johnson, Birch’s case, 2 De G. & J. 10; Loft- 19 L. T., 104 Q. B. 1852, the case of a shareholder in a cost-book mine. (ec) This is consistent with the cases which show that a person whose name is put on a register of sharehoiders without lis authority does not hold himself out as a share- holder. See Lystei’s case, 4 Eq. 233 ; house’s case, ib. 69; Powis v. Butler, 4C. B. N.S. 469, affirming &.C.,3 ib. 645. See, alse, Partn., p. 40 et seg. (f) 7 Will. 4 & 1 Vict. c. 73, § 21. (g) See the section in the next chapter on Execution against Com- panies and their Shareholders, TERMINATION OF SHAREMOLDERS LIABILITY. 257 principles of partnership and corporation law have not been Bk. Ee 6 materially departed from in the case of companies, except as — regards time (/). The Joint-stock banking act, 7 Geo. 4, c. 46, § 18, contains Summary of provisions continuing the liability of shareholders in respect of cs past debts until the lapse of three years after they had ceased to be shareholders (2). The Letters Patent act, 7 Wm. 4 & 1 Vict. ¢. 78, § 24, con- tinues the liabilities of late shareholders, but it does not con- tain any provision limiting the duration of such liabilities. The Companies clauses consolidation act contains no pro- vision continuing the liability of a shareholder, after he has ceased to be such (8 & 9 Vict. c. 16, § 36). The liability of shareholders in a company formed under the Companies act, 1862, is continued, as to debts contracted be- fore their retirement, for one year after they have ceased to hold shares (25 & 26 Vict. c. 89, § 38). The liability of a retired shareholder to contribute to the Liability to con- debts of a company must not be confounded with his liability Sinlocia ite to creditors. For notwithstanding the continuance of his Bahiity liability to creditors, he may be entitled to a complete in- demnity from the other shareholders, and may not therefore be a contributory with them, and this is a common case. On the other hand, a shareholder may be freed from liability to creditors, but not be freed from liability to the other share- holders, to contribute with them to the payment of debts for which they only are directly liable. This, although not so common a case as the other, is still a possible case, and affords a striking illustration of the difference (constantly lost sight of by non-lawyers) between direct and indirect liability to the debts of a company (k). This subject will be examined here- after. for debts contracted whilst he was a shareholder. The act of 1856 rendered him liable for debts con- (h) See, as to partners, Part., bk. li., c. 2, § 3, pp. 2238 et seg. (t) The repealed acts, 7 & 8 Vict. c. 110, § 66; c. 113, § 10; and 19 & 20 Vict. c. 47, § 62, as to un- limited companies, contained similar provisions. But the 7 Geo. 4, c. 46, and 7 & 8 Vict. c. 110, and c. 113, only render a late shareholder liable LC. tracted before he became a share- holder, and whilst he continued to be so. (k) See Ha parte Gouthwaite, 3 Mac. & G. 187. Ks 258 Bk. TI. Chap. 6. Sect. 2. Commencement of liability. COMMENCEMENT OF SHAREHOLDERS’ LIABILITY 8. On the commencement and termination of liability in the case of amalgamating companies. The position of a company which amalgamates with another by agreement is analogous to that of a man who enters into partnership with another. As the two partners do not become jointly liable to their respective separate creditors, and neither partner becomes liable to the debts of his co-partner, so the two companies do not become jointly liable for each other’s engagements, nor do the shareholders in the one company become debtors to the creditors of the other company. If the agreement to amalgamate is valid, it will bind the two com- panies as between themselves ; but such an agreement will not per se give the creditors of either any locus standi against the other: and if the agreement to amalgamate is wltra vires and invalid as between the two companies, securities given by one company in respect of the debts of the other will be invalid also (2). Where companies are amalgamated by statute, special provi- sion is always made with respect to these matters. The principle of Edwards vy. The Grand Junction Railway Co. (m) applies to the case of two companies amalgamating. The amalgamating company will not be allowed to exercise powers acquired by means of agreements with its component companies or their projectors, except upon the terms of com- plying with those agreements, provided they are such as the amalgamated company would itself have been bound by if it had entered into them (n). () See Partn. pp. 239 et seq., the Fira Ass. Co., 2 J. & H. 400, and the Saxon Assurance Society, 2 J. & H. 408, and Ernest v. Nicholls, 6 H. L. C. 401. As to the effect of amalga- mation in discharging sureties, see The Eastern Union Rail. Co. v. Cockrane, 9 Ex. 197, and The London, Brighton, and South Coast Rail. Co. v. Goodwin, 3 Ex. 320. In these cases the surety was not discharged ; but the statute amalgamating the two companies contained an express provision on the subject. (m) Ante, p. 150. (n) See The Earl of Lindsey v. Great Northern Rail. Co., 10 Ha. 664 ; Preston v. Liverpool and Man- chester Rail. Co., 1 Sim. N. 8. 586, on demurrer ; Stanley v. Chester and Birkenhead Rail. Co. 9 Sim. 264, and 3 M. & Cr. 778. See, also, Port of London Assur. Co.’s case, 5 De G. M. & G. 465, reversed in 6 259 IN CASES OF AMALGAMATING COMPANIES. Partners cannot get rid of their liabilities to creditors by Bk. wate 6. retiring from the firm (0) ; and it is wholly immaterial whether ——- all retire, so as to put an end to the firm altogether, or whether Tee cates some only retire; the principle in each case being that a creditor is not affected by agreements come to between his debtors. Precisely the same principle renders it impossible for the members of a company to get rid of their liabilities as between themselves and their creditors, by simply agreeing to dissolve, or by transferring their rights and (so far as they can) their liabilities to some other company. Although, therefore, Amalgamating a company may have transferred all its assets and liabilities to er eayetearees another company, the transferring company will still remain liable to those of its creditors who have not expressly or im- pliedly released it from their claims (p). What amounts to an implied release is often very difficult to determine; nor are all the cases on the subject easy to reconcile (q). In the first place, holders of policies of insurance must not Position of be confounded with ordinary creditors. The holder of a sub- ee sisting policy is not a creditor at all; and in order that he may become a creditor of the company which issued the policy, he must keep up his policy with the company, and the event in- sured against must happen whilst the policy is so kept up. Consequently it was held in many cases that if.an insurance office had transferred its business to another company, a holder of a policy who had notice of the transfer and who paid his future premium to the new office, ought to be treated as having agreed to accept the new office in lieu of the old; and unless this inference could be rebutted he was held to have discharged the old office. The following cases illustrate this :— H. L. C. 401, sub nom. Ernest v. Nicholls on the ground that the amalgamation was altogether in- valid. (0) Part. 223 et seq. (p) See, in addition to the cases cited below, Hardinge v. Webster, 1 Dr. & Sm. 101, in which the cre- ditor was a member of the trans- ferring company, and the defendant was a member of both companies, (q) As pointed out by Lord Hatherley, in Re The Family Endow- ment Soc., 5 Ch, 118, see p. 133, clear proof is required to show that a person having a claim against one company on a written contract has abandoned it for a claim against another company which it may be difficult to prove, 8 2 260 Bk. II. Chap. 6. Sect. 2. 35 & 36 Vict. vw. 41, § 7. TERMINATION OF SHAREHOLDERS’ LIABILITY A. Original company held to be discharged. (a) The original having had, by its deed of settlement, express power to transfer its business, and the policies having been issued subject to this power. Hort’s case, 1 Ch. D. 307. Grain’s case, ib. Harman’s case, ib. 326. Cocker’s case, 3 Ch. D, 1. Dowse’s case, ib, 384, A case of an annuity. (b) The policy-holder having accepted the new office after notice of the transfer. National Provincial Life Ass. Soc., 9 Ey. 306. International, de., Life Ass. Soc., 9 Eq. 316. Merchants’ and Tradesmen’s Ass. Soc., 9 Eq. 694. Times Life Ass. Soc., 5 Ch. 381. Anchor Ass. Co., 5 Ch, 632. Spencer’s case, 6 Ch. 362. Fleming’s case, 6 Ch. 393. Evens’ claim, 16 Eq. 354, Miller’s case, 3 Ch. D. 391. B. Original company held not to be discharged. (a) The policy-holder having had no sufficient notice of the transfer. Manchester and London Life Ass., 9 Eq. 643, and 5 Ch. 640. Conquest’s case, 1 Ch. D. 334. (b) The policy-holder having refused to accept the new company. Griffith’s case, 6 Ch. 374. In order, however, to remove the difficulty of determining in these cases whether a policy-holder has or has not released the old office, it has been enacted by 35 & 86 Vict. c. 41, § 7, as follows :— § 7. Where a company, either before or after the passing of this act, has transferred its business to or been amalgamated with another company, no policy-holder in the first-mentioned company, who shall pay to the other company the premiums accruing due in respect of his policy, shall by reason of any such payment made after the passing of this act, or by reason of any other act done after the passing of this act, be deemed to have abandoned any claim which he would have had against the first- mentioned company on due payment of premiums to such company, or to have accepted in lieu thereof the liability of the other company, unless such abandonment and acceptance have been signified by some writing signed hy him or by his agent lawfully authorised. IN CASES OF AMALGAMATING COMPANIES. But even in the case of policy-holders who have apparently accepted the new office, in lieu of the old, if it should appear that the amalgamation was ultra vires so that the new com- pany is not liable to pay the policy, the old office will not be discharged (r). As regards persons who are actually creditors of the trans- ferring company, they are not held to have released their ori- ginal debtor simply by receiving payments from the new company and giving receipts to it(s); there must be some clear and distinct agreement to accept the new company as the debtor in lieu of the old; and where an annuitant who knew of the amalgamation had done nothing more than for several years receive his annuity from the new company and give receipts to it, the Court held that he had not ceased to be a creditor of the old company (¢). But creditors whose claims are limited to the funds of a company which has power to transfer those funds and its business, lose their rights against the company after it has transferred its funds and business to another (2). The amalgamation of Life Insurance Companies is now regulated by 338 & 384 Vict. c. 61, § 14, which prohibits amalgamation otherwise than by an order of the High Court to be obtained as there mentioned (wv). (r) See Re Saxon Life Assurance Soctety ; The Anchor’s case, 2 J.& H. 408, and on appeal, 1 De G. J. & Sm. 29. (s) India and London Life Ass. Co. 7 Ch. 651, a case of an annuitant ; Commercial Bank Corp. of India and the East, 16 W. R. 958, where there was no sufficient notice of the transfer of the business ; and see Lz parte Gabson, 4 Ch. 662, where there was notice, but a refusal to accept the new company. (t) Family Endowment Society, 5 Ch. 118 ; Nat. Prov. Life Ass. Soc., 9 Eq. 306. (uw) Dowse’s case, 3 Ch. D. 384, (v) See Re Argus Life Ins. Co., 39 Ch. D. 571. 261 Bk. II. Chap. 6. Sect. 2. Actual creditors, 33 & 34 Vict. ¢.261, 262 Bk. II. Chap. 7. Sect. 1. General obser- vations. Actions by and against incorporated companies. ACTIONS BY AND AGAINST COMPANIES. CHAPTER VII. OF ACTIONS BETWEEN COMPANIES AND NON-MEMBERS. In order to complete the subjects discussed in the preceding chapters it is necessary to examine the remedies by which the obligations and liabilities already alluded to can be enforced. The remedies which alone are of sufficient importance to require consideration in a treatise like the present are actions, defences by way of set-off, proceedings to enforce judgments, and proceedings to wind up companies. The subject of wind- ing up will be discussed hereafter, and the present chapter will be confined to actions, set-off, and execution. SECTION I.—ACTIONS BY AND AGAINST COMPANIES. 1. Incorporated companies. An incorporated company, whether it is incorporated by charter, special act of Parliament, or registration, must sue and be sued by its corporate name (a); and as a general rule an incorporated company cannot sue or be sued in respect of any contract entered into or act done prior to its incorpora- tion (b). But to this rule there are statutory exceptions, and by the Companies act, 1862, a company formed before (a) See Re Hodges, 8 Ch. 204; Fell v. Burchelt, 7 E. & B. 537, where a shareholder in a registered company was unsuccessfully sued. Compare Barton v. Hutchinson, 2 Car. & K. 712. The company should be sued in its corporate name simply. _Pii- brow v. Pilbrow’s Atmospheric Ratl. Co.,3 C. B. 730. As to service of writs, &c., see R. S. C. 1883, Ord. ix., r, 8, and Companies act, 1862, § 62. (b) See ante, p. 146, and the next note. INCORPORATED COMPANIES. 2638 November, 1862, but registered under the act, may apparently Bk. ee 7. sue and be sued in its corporate name in respect of such ————~— matters as it might have sued or have been sued for if no registration had taken place (c). The law relating to actions by and against companies which Actions by and are being wound up, will be examined in that portion of the abe treatise which relates to the winding up of companies; but it Y™' "? may be observed here generally, that when a company regis- tered under the Companies act, 1862, is being wound up, actions, whether by or against it, must be brought in its registered name(d), and not as under the Winding-up acts of 1848-9, in the name of the official manager or liqui- dator (e). A foreign company (f), and also a limited company if there Sccurity for costs when company is reason to suppose that its assets will be insufficient to pay the defendant’s costs, can be compelled to give security for the costs of actions instituted by it (9). An affidavit, showing reasonable ground for supposing that the company cannot pay the costs, will, if unanswered, induce the Court to order secu- (c) This it is conceived is the general effect of 25 & 26 Vict. c. 89, §§ 193-195. In Hull Flax Co. v. Wellesley, 6 H. & N. 38, calls made before registration were sued for afterwards in the company’s re- gistered name, aud were recovered. So in Queensbury Industrial Society v. Pickles, L. R. 1 Ex. 1, where a society registered under 25 & 26 Vict. c. 87, recovered in its regis- tered name a debt owing to it be- fore registration ; and compare that case with Dean v. Mellard, 15 C. B. N. 8. 19, and Linton v. Blakeney Industrial Society, 3 H. & C. 853, where societies registered under the same act were held not liable to be sued in their registered names in respect of debts contracted before registration. The only general con- clusion to be drawn from these cases is that the exact language of each act must be closely attended to, See, further, Lanyon v. Smith, 3 Best & Sm. 938. (D) 25 & 26 Vict. c. 89, § 95. (ec) 11 & 12 Vict. c 45, § 50, et seg. There were, however, some cases in which he could not sue. See, as to this, Re Weiss, 15 C. B. 331; Russell v. Croysdill, 11 Ex. 123. (f) Kilkenny, dc, Rail. Co. v. Fielden, 6 Ex. 81; Limerick, ce., Rail. Co. v. Fraser, 4 Bing. 394. (g) IVestern of Canada Oil Co. v. Walker, 10 Ch. 628; 25 & 26 Vict. c. 89, § 69. City of Moscow Gas Co. vy. International Financial Soc., 7 Ch. 225; Washoe Mining Co. v, Ferguson, 2 Eq. 371. The section, however, did not apply to pure cross suits; Accidental and Marine Insur. Co. v. Mercati, 3 Ey. 200 ; nor to petitions of appeal, Le Marine Estates Co, Jan. 1867, L. J.J. sues. 264 Bk. II. Chap. 7. rity to be given (i). Sect. 1. Actions by the Attorney- General. Actions after amalgamation, ACTIONS BY AND AGAINST COMPANIES. And in the absence of any evidence to the contrary, the fact that the company is in liquidation affords a sufficient reason for ordering security (i). The amount and kind of security are in the discretion of the Court, and depend on the nature of the case (k). In injunction actions a limited company’s undertaking to abide by such order as the Court may make as to damages is not sufficient (I). An unlimited company, although it is insolvent and being wound up, cannot be ordered to give security for costs of an action (m). Actions by the Attorney-General to restrain companies from exceeding their statutory powers may be brought in cases where, owing to the absence of any special injury to a par- ticular individual, an action by a stranger will not lie (n). Where companies are amalgamated by act of Parliament, it is generally enacted that actions pending against either com- pany may be continued against the amalgamated company, and in such cases it is only necessary to state the amalgamation on the proceedings (0). At common law incorporated companies act in legal pro- ceedings by their agents, appointed under seal (p). (h) Southampton Steamboat Co. v. Rawlins, 9 Jur. N. 8. 887, and 2N. R. 544, in which Caillaud’s, &c., Co. v. Caillaud, 26 Beay. 427, contra, was not followed. (t) Northampton Coal, &e., Co. v. Midland Waggon Co.,'7 Ch. D. 500 ; and as to appeals, see Diamond Fuel Co., 18 Ch. D. 400; Photographic Artists’ Ass., 28 Ch. D. 370. (k) B.S. C.-Ord. Ixv. r. 6, as to the old practice, see Imperial Bank of China v. Bank of Hindustan, 1 Ch. 437, modifying Australian Stean Ship Co., 4 K. & J. 407. (2) Anglo-Danubian Co. v. Roger- son, 3 N. R. 185, and 10 Jur. N.S. 87. (m) United Ports Co. v. Hill, L. R.5 Q. B. 395. This does not apply to appeals. (n) See Att.-Gen, v, Shrewsbury Bridge Co., 21 Ch. D. 752; Att.-Gen. v. Great Northern Rail. Co., 1 Dr. & Sm. 154, and Ware v. Regent’s Canal Co, 3 De G. & J.212, It may be inferred from the judgment in the latter case that a definite injury to the public need not be proved in order to support such an action. (0) See 26 & 27 Vict. c. 92, § 43. (p) See, as to bankruptcy, 46 & 47 Vict. c. 52, § 148. As to regis- tered companies, see 25 & 26 Vict. c. 89, § 64. See, as to the service of writs on companies, R. 8. C. Ord. ix. x. 8, Pilbrow v. Pilbrow’s Atmospheric, &c., Co., 3 C.B. 730; and as to com- panies registered under the Com- panies act, 1862, see 25 & 26 Vict. c. 89, § 62, and Towne v. London and Limerick Steam Ship Co., 5 C. B. N. 8.730; and as to foreign com- panies, see Ingate v. Lloyd Austriaco, COMPANIES EMPOWERED TO SUL AND BI SUED. 265 As between the parties to an action instituted by an incor- Bk. ee 7. porated company, a retainer under seal of the solicitor acting —————-— for it will, if necessary, be presumed (qg) ; but in an action by ae that solicitor against the company for his costs, it is question- Preswed. able whether a proper retainer under seal must not be proved (r), if such retainer is essential, which depends on the nature of the company (s). The directors of a company have, it is conceived, power to institute and defend actions in the name of the company, and to do for it whatever may be necessary, having regard to the ordinary course of legal proceedings. It has been held that a bond given by an incorporated company as a security for costs in an action to which it is party, and in the ordinary course, is not ultra vires (t). In a case where a company was restrained from infringing a patent the directors were ordered to pay the costs (1). In an action by or against an incorporated company, any Directors may be member or officer may be examined on interrogatories (a); and "sated. he need not be made a party to the action for purposes of discovery only (y). 2. Companies empowered to sue and be sued by public officers. Cost-book mining companies are empowered to sue for calls Statutory enact- : : : ments enabling by their purser (z). Banking companies governed by the companies to sue and be sued. 4 C.B.N.5S. 704; Newby v. Von Oppen, L. R. 7 Q. B. 293; Lhoneux Limon & Co. v. Hong Kong Banking Corp., 33 Ch. D. 446. (q) Thames Haven Dock Co. v. Hall, 5 Man. & Gr. 274. (r) Compare Arnold v. Mayor of Poole, 4 Man. & Gr. 860, with Haigh v. North Bierley Union, E. B. &E. 873. (s) RB. v. Cumberland, 5 Ra. Ca. 332. See as to companies registered under the act of 1862, § 37. (t) Young v. Brompton Waterw. Co., 1 Best & Sm. 675. See as to references to arbitration, Faviell v. Eastern Counties Rail. Co,, 2Ex. 344, (u) See Betts v. De Vitre, 5 N. R. 165, V.-C. Wood, and 3 Ch. 429 and 441. («) R.S. C. Ord. xxxi. rr. 1 and 5. As to the person to examine, see Berkeley v. Standard Discount Co., 9 Ch. D. 643 ; 12 Ch. D. 295, and 13 Ch. D. 97; Re Alexandra Palace Co., 16 Ch. D. 58. (y) Wilson v. Church, 9 Ch. D. 552. (2) See 32 & 33 Vict. . 19, § 13; but this enactment only applies to calls and to companies subject to the jurisdiction of the Stannary Courts, 266 Bk. II. Chap. 7. Sect. 1. Who are repre- sented by public officers, Whether public officers must be sued, ACTIONS BY AND AGAINST COMPANIES. 7 Geo. 4, c. 46 (extended by 27 & 28 Vict. c. 32), and com- panies formed under the Letters Patent act, 7 Wm. 4 & 1 Vict. c. 78 (a), are empowered by statute to sue and be sued in the name of an individual appointed to sue and be sued on their behalf; and there is a large number of private acts (b) enabling particular companies to sue and be sued in like manner. It is customary to designate such companies as companies empowered to sue and be sued (c), and amongst them will be found most existing unincorporated companies formed, for other than mining purposes, before the passing of the Joint-stock companies registration act of 1844. A company which, without being incorporated, is empowered to sue and be sued by a public officer, is sufficiently repre- sented by that officer in all actions between the company as a body on the one side, and a stranger on the other(d). But, as will be seen hereafter (e), a public officer does not represent one set of shareholders as against another set ; for he is only the representative of the shareholders as a body. It does not follow that, because a company is empowered by some private statute to sue and be sued by a public officer, therefore a creditor may not sue any one or more of the share- holders. Creditors are not deprived of their common law rights by an act of Parliament which is consistent with their retention of those rights; and there are several instances of special statutes under which it has been held, that, although a creditor might sue the public officer, it was not incumbent on him to do so (f). (a) § 1, repealed by 37 & 38 Vict. c. 35. Industrial and Provident Societies were formerly empowered to sue and be sued by a public officer, Burton v. Tannahill, 5 E. & B. 797. By 39 & 40 Vict. c. 45, § 11, such societies are incorporated by being registered under that act. (b) There are also some colonial statutes to the same effect. The validity of one of them was unsuc- cessfully disputed in Bank of Aus- tralasia v. Nias, 16 Q. B. 717. See, too, Bank of Australasia v. Harding, 9 C. B. 661; and Kelsadl v. Marshall, 1C.B.N.S. 241. (©) A good account of the pro- gress of legislation relating to these companies will be found in Van Sandau v. Moore, 1 Russ. 441. (d) See Pendlebury v. Walker, 4 ¥. & C. Ex. 424; Meua v. Maltby, 2 Swanst. 277. (¢) See book iii., ¢. 9, § 3. (f) Blewitt v. Gordon, 6 Jur. 825, per Coleridge, J.; 8. C., 1 Dowl. N. 8. 815; Pentland vy. Gibson, 1 Ale. & Nap. 310; Beech v. Eyre, 5 Man. & Gr. 415. COMPANIES EMPOWERED TO SUF AND BE SUED. 267 Another observation to be made with respect to these private Bk. ete: 7. acts is, that the public officers created by them have no powers : except those expressly conferred upon them. Where, there- fore, a company was empowered to sue and be sued in the name of its secretary, and to institute actions and suits in his name, it was held that he had no power to petition on behalf of the company for a commission of bankruptcy against one of its debtors (g). Questions sometimes arise as to whether a public officer can 1. Powers of public officers. On what con- tracts public sue or be sued in respect of a contract not expressly entered officers may sue into with the company. These questions will all be found to turn on the language of the act applicable to the company to which the questions relate ; but speaking generally, it may be said that a public officer may sue or be sued upon contracts which are contracts of the company in point of substance, although not in point of form (h). A promissory note payable to the order of a person who is Bills and notes. in fact a trustee for a company empowered to sue by a public officer ought, if unindorsed, to be sued upon by the payee and not by the public officer (2). and be sued. A public officer may sue for a libel on the company repre- Libels. sented by him (k). By far the greater number of decisions to be met with in the Public officers books relating to public officers, have turned upon the Banking act of 7 Geo. 4, and to these decisions, so far as they relate to actions between companies governed by the act on the one hand, and strangers on the other, it is now proposed to direct the reader’s attention. (g) Guthrie v. Fisk, 3 B. & C. 178; and see Ex parte Guthrie, 1 GL & Jam. 245. Some of the older acts only empower companies to sue by their public officers, and are altogether silent about their being sued. See the act which was in question in Meux v. Maltby, 2 Swanst. 277. More modern acts are much more comprehensive in their terms. See now Bankruptcy Rules 1886, r. 258. (h) Soulby v. Smith, 3 B. & Ad. 929 ; Smith v. Goldsworthy, 4 Q. B. 430; Wills v. Sutherland, 4 Ex. 211, and on appeal, 5 Ex. 715; Skinner v. Lambert, 4 Man. & Gr. 477. See, also, Cobham v. Holcombe, 8C.B.N.S. 815. — (i) See MDowell v. Dayle, 7 Ir. Com. Law Rep. 598. See as to bills payable to officers for the time being, 45 & 46 Vict. c. 61, § 7, cl. 2, ante, p. 230. (k) Wilkams v. Beaumont, Bing. 260. 10 ot banking companies. 268 ACTIONS BY AND AGAINST COMPANIES. Bk. IT. Chap. 7. en The Banking act of 7 Geo. 4, c. 46 (J), has been decided to ect. I. = require imperatively, that all actions by or against companies aL = 4g, governed by it shall be brought by or against their public officers, and not otherwise (m). What is to be done if there is no public officer is not clear (n) ; perhaps now, in such a case, a creditor could sue the company in its mercantile name; or sue some of the members on behalf of the whole company (0). The fact that the company has stopped payment does not prévent it from suing and being sued by its public officer (9) ; and if a banking company changes its name, the public officer Whatever number of public officers a company may have, one only should sue or be sued (r). The bankruptcy of a public officer does not prevent his being sued as such (s). The change of a public officer pendente lite does not affect the action (¢). If an action is brought by a public officer, and he dies or is removed, and no steps are taken by his successor of the new company represents the old company (q). Effect of chang- ing public officer. to prosecute the action, it may, after the lapse of the usual time, be dismissed with costs for want of prosecution (u). It is to be observed, that if a person who is not a public officer, sues as if he were, the company which he assumes to represent is not a party to the action, and consequently Action by a per- son who assumes to be a public officer. (2) Amended by 1 & 2 Vict. c. 96, 3 & 4 Vict. c. 11, and 27 & 28 Vict. c. 32. (m) Steward v. Greaves, 10 M. & W. 711; Chapman v. Milvain, 5 Ex. 61. Compare Robertson v. Sheward, 1 Man. & Gr. 511. See as to laying intent to defraud in indictments for forgery, 2. v. Curter, 1 Car. & K. 741; R. v. Beard, 8 Car. & P. 148; R. v. James, 7 Car. & P. 553; and BR. v. Burgiss, ib. 490 ; and as to an affidavit to hold to bail, Spencer v. Newton, 6 A. & E, 630. The Industrial Provident Societies act, 17 & 18 Vict. c. 25, was also imperative, Burton v. Tan- nahill, 5 E. & B. 797. (n) See Steward v. Greaves, 10 M. & W. 711. An indictment will lie for stealing the property of the com- pany although there is no public officer, R. v. Pritchard, 7 Jur. N.S. 557. (0) See B.S. C. Ord. xvi. rr. 9 and 14, (p) Davidsen v. Cooper, 11 M. & W. 778 ; Needham v. Law, ib. 400. (q) TFilson v. Craven, 8 M. & W. 584, (r) Holmes v. Binney, 4 Bing. N. C. 454. (s) Steward v. Dunn, 11M. & W. 63. (t) See Webb v. Taylor, 8 Jur. 39 ; Todd v. Wright, 11 Jur. 471; Barne- wall v. Sutherland, 9 C. B. 380, and Paterson v. Ironside, 14 Jur. 722, note. (u) Burmester v. Von Stentz, 23 Beay. 32. COMPANIES EMPOWERED TO SUE AND BE SUED. 269 will not be affected by the judgment in it; hence the fact, that the plaintiff is what he pretends to be, is material and traversable (x); and declarations and affidavits by public officers have been held bad for not stating with sufficient precision the character in which the plaintiff on the record Bk. If. Chap. 7. Sect. 1. was suing, and the existence of the company he assumed to represent (y). Although, as has been seen, a public officer may sue on Co behalf of a company which has stopped payment, there can be business. no public officer under the 7 Geo. 4, c. 46, of a company which has not begun to carry on the business of bankers under that act (2). In an action against a public officer as a nominal defendant, Plea that person he may deny that he fills the office he is assumed to fill (a). waliegtear But this defence will be of no avail, if the only evidence to support it is that the company has ceased to carry on business (b). A plea of the bankruptcy of a person sued as a public officer will not be allowed to stand, if the plaintiff will give an undertaking not to issue execution against the person or property of the defendant himself (c). Under the 7 Geo. 4, c. 46, public officers are appointed by Appointment of public officers under 7 Geo. 4, made to the Stamp Office, in the form given in the schedule ~ ** to the act, stating the names and places of abode of the persons so appointed (d). The most formal evidence of the appoint- ment of a particular individual to be a public officer of a com- their respective companies; and returns are required to be (z) See Barnewall v. Sutherland, 9 C. B. 380; Steward v. Dunn, 11 M. & W. 63. (y) See Esdaile v. Maclean, 15 M. & W. 277; McIntyre v. Miller, ° 13 ib. 725; Fletcher v. Crosbie, 9 ib. 252; Christie v. Peart, 7 ib. 491 ; Spiller v. Johnson, 6 ib. 570; David- son v. Bower, 4 Man. & Gr. 626. See as to affidavits Ex parte Tor- kington, 9 Ch. 298; Ex parte Lowen- thal, ib. 324. Compare Robinson v. Sheward, 1 Man. & Gr. 511, where the character in which the plaintiff was suing did not appear on the record, and was not in issue. (2) Roe v. Fuller, 7 Ex. 2920; Steward v. Dunn, 11 M. & W. 63; Fletcher v. Crosbie, 9 M. & W. 252; and compare Davidson v. Bower, 4 Man. & Gr. 626. (a) Qu. whether the denial must not be supported by affidavit, Woud v. Marston, 7 Dowl. 865. (b) See Needham v. Law, 11 M. & W. 400; Davidson v. Cooper, ib. 778. (c) Steward v. Dunn, 11 M. & W. 63; Wood v. Marston, 7 Dow]. 865. (d) 7 Geo. 4, ¢. 46, § 4. 270 Bk, IT. Chap. 7. Sect. 1. Interrogating public officer. Public officers of companies governed by 7 Wm. 4& 1 Vict. c. 73. Difficulty of suing before the Judicature Acts. ACTIONS BY AND AGAINST COMPANIES. pany, is the return made by the company to the Stamp Office in pursuance of the statute. Butit has been frequently decided that the appointment may be proved otherwise than by such returns, ¢.g., by parol testimony, and that an informality in a return is of no importance, if satisfactory evidence aliwnde of the alleged appointment is forthcoming (¢). It has been decided that if a public officer brings an action, he may be interrogated by the defendant (f). The law relating to public officers of companies formed under the Letters Patent act, 7 Wm.4 & 1 Vict. c. 78, will be found in §§ 8, 18, 22, 23, 24 and 25 of that act. There have been no decisions upon it bearing upon the present subject, but it seems clear that a company governed by it must sue and be sued by its public officer, if there is one; but if there is not, then any member of the company may be sued. 8. Other unincorporated companies. Unincorporated companies not empowered by statute to sue and be sued by a public officer, must sue and be sued like ordinary partnerships (g). This observation applies to unin- corporated cost-book companies (i). Consequently, before the passing of the Judicature acts, it was extremely difficult for unincorporated and unprivileged companies to sue at law at all, and various unsuccessful attempts were made to avoid the necessity of joining all the proper persons as co-plaintiffs (i). (ce) Edwards v. Buchanan, 3 B. & Ad. 788; R. v. Carter, 1 Car. & K. 741; R. v. Beard, 8 C. & P. 148; RB. v. James, 7 C. & P. 553. (f) M‘Kenna v. Rolt, 3 Jur. N. 8. 714, Ex. (g) As to which, see Partn. book lL, ¢. 3, pp. 264, e¢ seq. (hk) Such companies can sue for calls by their purser, ante, p. 265, but there is no statutory enactment enabling them to sue and be sued generally by that officer. (t) See as to all such attempts, Radenhurst v. Bates, 3 Bing. 470; and as to agreements to enable actions to be brought by the chair- man for the time being of the direc- tors of a company, Hall v. Bain- ‘bridge, 1 Man. & Gr. 42; by the directors for the time being of a company, Phelps v. Lyle, 10 A. & E. 113 ; TVoolmer v. Toby, 4 Ra. Ca. 713; by the purser for the time being of a cost-book company, Hybart v. Parker, 4 C. B. N. 8. 209 ; by the managers of a mutual marine insurance society, Gray v. Pearson, L. R. 5 C. P. 568; Corner v. Maz- well-Irwin, Ir. R. 10 C. L. 354, On COMPANIES EMPOWERED TO SUE AND BE SUED. 271 But even as the law stood before those acts, there was no great Bk. ee 7. difficulty in the way of a creditor who sought to obtain payment of a debt owing by the company. For although if he did not sue all the shareholders who in strictness ought to have been sued, he might have been met by a plea in abatement, yet inasmuch as such a plea was of no avail unless it disclosed the names of all the persons who ought to have been made defen- dants, and unless it was verified by affidavit, and unless it was strictly proved if issue was taken upon it, it was practi- cally impossible for a member ofa large company seriously to obstruct or embarrass a creditor by having recourse to a plea in abatement, founded on the non-joinder of the other share- holders (j). The alterations made in the law respecting parties to actions i beg hea by the Judicature acts and rules, have, however, removed the ture Acts. difficulty in the way of unincorporated companies suing; for an action may now be maintained by or against some of the shareholders on behalf of themselves and others having a common interest in the action (4); or, where no change has. occurred amongst the shareholders, an action may be brought in the name of the company (J). Actions in this form will have to be adverted to hereafter Actions by some on behalf of when treating of actions between companies and their mem- themselves and bers; but it may be observed here that even before the pS Judicature acts, suits in equity by some persons on behalf of themselves and’ others having a common interest, were fre- quently instituted to enforce equitable rights, CoUfes to enforce the rights of the mortgagees of a company’s undertaking (m) ; to rescind a contract for fraud (nm); to enforce specific per- the other hand a contract made with _ an agent of acompany might be sued on by the agent, unless the contract - was on the face of it made with the company through its agent. See Clay v. Southern, 7 Ex. 717, and so it may now. (j) Crellin v. Calvert, and Crellin v. Brook, 14 M. & W. 11, may be referred to as illustrating the above observation. (k) B.S. C. Ord. xvi. x. 9. (1) Tb. rr. 14 & 15. See Partn. book ii., ¢. 3, § 1, p. 265 et seq. (m) Tripp v. Chard Rail. Co., 11 Ha. 241. '(n) Small vy, Attwood, Younge, 457 et seq.; Fenn v. Craig, 3 Y.& C. Ex. 213, 272 Bk. IT. Chap. 7. Sect. 1. Some on behalf when firm is sued, Meux v. Maltby. ACTIONS BY AND AGAINST COMPANIES, formance of an agreement (0); to obtain an account (p), or an injunction (q). So a suit against some of the members of a numerous part- nership or unincorporated company, might be maintained to enforce an equitable right if it was a right against the whole body, and one which all the members thereof had a common interest in opposing (r). But suits in this form could not be maintained to enforce purely legal rights, on the ground that it was inconvenient to sue at law (s). Now actions in this form are maintainable in all the divisions of the High Court. Such actions, however, are occasionally attended with inconvenience, for although judgment may be obtained, it may be found practically useless. The case of Meux v. Maltby (t) illustrates this. A suit was there instituted against the treasurer and the directors of a company, to obtain the benefit of an agreement made with the plaintiff by the former owner of property which had become vested in the company. The agreement was an agree- ment for a lease, and the Court made a decree in the plaintiff’s favour, but found itself unable to decree the execution of any lease to him. The defendants had no power to convey the legal estate in the land, and all the Court could do was to declare the plaintiff entitled to a lease, and to restrain the officer from bringing any action to disturb the plaintiff’s possession. (0) Clay v. Rufford, 8 Ha. 281; and see Douglas v. Horsfall, 2 Sim. & Stu. 184. (p) Gordon v. Pym, 3 Ha. 223, (q) Lund v. Blanshard, 4 ib, 290. (r) See Pare v. Clegg, 29 Beav. 589, where a suit was instituted by the creditor of a benefit society against its trustees, and one of each class of its members. See, also, Adair v. The New River Co., 11 Ves. 429; Meux v. Maltby, 2 Swanst. 277; Fenn v. Craig, 3 Y. & C. Ex, 216 ; Cullen v. Duke of Queensberry, 1 Bro. C. C. 101, and 1 Bro. P. C. 396; The City of London y. Rich- mond, 2 Vern. 421, (s) Allison v. Herring, 9 Sim. 583. (t) 2 Swanst. 277. See, too, Lund v. Blanshard, 4 Ha. 290, where an injunction restraining a defendant from suing the plaintiffs, was held not to preclude the defendant from suing other persons on behalf of whom the plaintiffs filed their bill. SET OFF. SECTION II.—OF SET-OFF BY AND AGAINST COMPANIES. In actions between companies on the one hand and non- members on the other, there is little to be said upon the subject of set-off, except that the ordinary rules are applicable ; the most important rule being that joint debts cannot be set- off against separate debts (u), and that the debts of a body corporate cannot be set-off against the separate debts of its members. Unliquidated damages may be set-off in an action by the company although it is being wound up (2). 273 Bk. II. Chap. 7. Sect. 2. It is only when a company sues or is sued by one of its own Set-off where a company sues a members, or by some person claiming under him, or when one member. member of a company, having obtained judgment against it, seeks to enforce such judgment against a co-member, or when a company is being wound up, that questions of set-off present peculiar difficulties. These are matters, however, which will be more conveniently discussed hereafter, and the only obser- vation which requires to be made here is, that in actions between a company on the one hand and one of its own members on the other, the member is so far treated as a stranger to the company, that cross debts existing between him and the company may be set off against each other (y), but that cross demands between himself and other members individually cannot be gone into. As regards incorporated companies, this follows from the circumstance that they are distinct from the members composing them; and as regards unincorporated companies, it follows from the doctrine that a debt due from or to several persons jointly, cannot be set off against a debt due to or from some or one of them only. Moreover, if a member of an unincorporated joint-stock Set-off where one member sucs company is a creditor of the company, and is in a position to another for a sue the other members or any of them, it is no defence that if the company were wound up, and its accounts taken, the plaintiff would be found indebted to the company as a share- holder thereof. In such a case as that now supposed, the (u) Partn. book ii, «. 3, § 2, p. App. Ca. 434, 290, et seq. (y) Garnet Mining Co. v. Sutton, («) Mersey Steel and Iron Co. v. 3B, & Sm. 321. Naylor & Co., 9 Q. B. D. 648, and 9 L.C. * op debt owing by the company. 274 Bk. IT. Chap. 7. Sect. 2. Rheam v. Smith. ACTIONS BY AND AGAINST COMPANIES. plaintiff sues as a non-member; and if his demand is one capable of being enforced, he will not be prevented from enforcing it, simply because in his character of member, he is indebted to his co-shareholders. This is well illustrated by a case before Lord Cottenham, which may be conveniently noticed here, although it will have to be referred to again in connection with another subject. In the case in question, Rheam v. Smith (z), the plaintiff and one of the defendants were members of an unincorporated joint-stock company; the defendants were the bankers of the company, and had sued the plaintiff for a debt due by the company to the defendants as bankers. The plaintiff thereupon filed a bill against the bankers and the company, upon the ground that he ought not, as between himself and the bankers (one of whom was a share- holder), to pay more than what, on taking the accounts of the company, would be found to be due from the plaintiff in respect of the debt in question. The bill accordingly prayed that the accounts of the company might be taken, and its affairs wound up, and that provision might be made for due payment of the debts of the company, and that in the mean- time the action, and all proceedings therein, might be stayed. A demurrer to the bill was overruled by the Vice-Chancellor, who, it is said, treated the case as one in which a partnership of A. and B. was suing a partnership of A., C., and D., in which case it would be contrary to equity to allow the debt to be recovered without first ascertaining for what proportion of it A. was himself liable (a). But on appeal to the Lord Chan- cellor, the decision below was reversed, and the demurrer was allowed: the Lord Chancellor observing,— “It really seems to me that, if the principle upon which this demurrer is said to have been overruled by the Vice-Chancellor were admitted, it might lead to the most frightful consequences; for it comes to this, that if a railway company, or any company carrying on great works, and who may have become indebted to some contractor in half-a-million of money for work done, upon that contractor applying for payment of his debt, can find (2) 2 Ph. 726. clear that although one partner (a) The fact that such an action might under certain circumstances could not be maintained at law, is sue another at law, A. and B. could not noticed in the report. But itis not possibly have sued A. and C. SET OFF. 275 out that he, or any one connected with him in business, holds a single share Bk. II. Chap. 7. in the company, they may say, No, we cannot pay our debt : you must Sect. 2.0 first break up the company, and ascertain whether its assets are sufficient Rheam v, Smith. for payment of its debts, for if not, you or the persons connected with you will be liable to contribute to the very sum which you seek to recover. It is impossible to stop short of that if the principle be once admitted. After some difficulty a rule has been established at law, enabling creditors of these great companies to enforce their claims against individual share- holders, leaving them, of course, to their right to contribution against their co-partners. The rule, no doubt, leads sometimes to hardship upon the party sued, but the balance of convenience is in its favour, and for that reason it has been adopted : because it would be a still greater hardship upon parties dealing with such companies, if the enforcement of their claims were to be embarrassed by the necessity of treating all the members of the company as jointly responsible. This suit, however, is an attempt to induce a court of equity to interfere with that rule, for the plaintiff, by his bill, asserts in effect nothing short of this proposition :—If I can find out that you, who are suing me at law, have a single share in the company against whom the claim is made, then there is an end to your legal right ; equity will interfere, and though your money may have contributed to the establishment of the company, you shall not be permitted to recover a single farthing against any member of the company until the concern is altogether wound up.” It must not, however, be inferred from this case, that if a member of a company has a demand against it, and seeks to enforce that demand against some member of it, he may not be met by some defence based on the rights of the members inter se. This subject will be examined in the third book, when the rights of members inter se are discussed (0). The general rule that an assignee of a debt is in no better Set-off against Sis : : j holders of position than his assignor, is undoubted ; and, as a general securities, rule, where a debt due from a company is assigned, the assign- ment cannot defeat the right of the company to set off against the assignee, what may be due from the assignor to the com- pany before the company has notice of the assignment, and when payment by the company is demanded (c) ; nor defeat the (b) See Woodhams v. Anglo-Aus- 102, and 3 De G. & J. 294. See, tralian Co., 2 De G. J. & Sm. 162, also, Watkins v. Clark, 12 C. B. N. (c) Ashworth’s case,10 W.R.771, 8. 277; Watson v. Mid Wales Rail, V.-C. W.; and see Atheneum Life Co, L. R.2C, P. 593, Assurance Society v. Pooley, 1 Giff. r2 276 Bk. II. Chap. 7. Sect. 3. Judgments against com- panies. Modes of exe- cuting such judgments against the members. First mode. EXECUTION AGAINST COMPANIES AND SHAREHOLDERS. company’s right to set off what may become due after such notice under the same contract as created the debt assigned (d). At the same time, it is possible for a company to deprive itself of this right of set-off; and if, being indebted, it gives to its creditor a document which shows that the debt is to be paid without reference to the state of other accounts which may exist between him and the company, the company cannot, when sued for such debt, set off demands which it may have against him for other matters. The decisions on this subject will, how- ever, be more conveniently referred to hereafter when treating of the proof of debts in winding-up proceedings (e). SECTION IIL—EXECUTION AGAINST COMPANIES AND SHARE- HOLDERS ON JUDGMENTS AGAINST THEIR COMPANIES. By the common law, a judgment against an incorporated company can only be executed against the property of the company; and a judgment against an individual cannot by common law be executed against any person or property, except the person or property of the individual named in the judgment. In order, however, to give creditors a more extensive remedy than they would have at common law upon a judgment obtained against companies, either in their corporate names or in the names of their public officers, the legislature has rendered such judgments enforceable against the individual members of the companies. For this purpose three schemes have been had recourse to. The first in point of time was applicable to companies empowered to sue and be sued, and was as follows:—A credi- tor having obtained judgment against the public officer, was allowed to proceed upon that judgment by scire facias against any of the shareholders in the company at the time the judg- ment was obtained ; and, if necessary, also against such of the (d) See, as to this, Government of (e) See infra, book iv. c. 1, § 9, Newfoundland v. Newfoundland Rail. and Aslatt v. Farquharson, 10 W. Co., 13 App. Ca. 199; and Partn. 364. R. 458. EXECUTION AGAINST COMPANIES AND SHAREHOLDERS. 277 late shareholders as were members of the company when the Bk. II. Chap. 7. debt was contracted. == The next device was a mere modification of the last, and Second mode. consisted in the application of it to judgments against com- panies by their corporate names, which judgments were made enforceable against shareholders and former shareholders in substantially the same manner as that above explained: a qualification, however, was added, to the effect that recourse should not be had against individual shareholders until efforts had been made in vain to obtain payment from the company, and as to some companies, that recourse should not be had against any shareholder except to the extent of his shares. The third and last device was altogether different, and was Third mode. the result of the course adopted by creditors, who, when they could not obtain satisfaction from companies, singled out some unfortunate shareholder, and compelled him to pay the whole amount for which judgment had been recovered. This course was in the highest degree cruel; and Parliament was induced, when legislating on joint-stock companies, in 1856, to leave out all those clauses, found in the preceding acts, enabling creditors to execute judgments against individual shareholders, and to provide, instead, that creditors should have the power, upon non-payment of the debts due to them from the company, to cause it to be wound up. The same view prevailed when the acts relating to joint-stock companies were remodelled in 1862. Consequently, a creditor of a company registered under the Companies act, 1862, can only execute a judgment obtained against the company by proceeding against the corporate pro- perty, and, if necessary, by having recourse to a petition for winding up the company. Such is a general outline of the manner in which a creditor of a company has been enabled to obtain satisfaction of a judgment recovered against it. To fill up this outline so far as is possible, without alluding to repealed statutes and to the winding up of companies, is the object of the remainder of the present section. 278 Bk. II. Chap. 7. Sect. 3. Execution against cor- poration. Fraudulent dispositions of company’s property. Protected property. EXECUTION AGAINST THE COMPANY. 1. Execution against the company. A judgment against a corporation is executed against the corporate property in the same way as a Judgment against an individual is executed against his property; and a judgment against a public officer may, it is conceived, be executed against him and his property as if he were an ordinary indi- vidual, where the right of the judgment creditor is not in this respect modified by statute (f). What is property of a company must be determined by ordinary principles of the law of property. It must be borne in mind that unsecured creditors of companies, whether limited or unlimited, have no lien on their assets (g) ; and cannot pre- vent a sale or other disposition thereof (h) ; and it is clearly competent for all companies to divide profits amongst their shareholders, and to that extent to convert what was property of the company into the separate estates of the members. But any division of the property of a company amongst its members which is not warranted by the constitution of the company can be impeached by the company itself (i); and any division of the assets of a company which would not leave enough to pay the creditors of the company, would primd facie be a fraud upon them; and even if not a fraud upon them would probably be wlétra vires (k). The rolling stock and plant of railway companies (1) are protected from seizure by statute(m); but a judgment creditor (f) See Harrison v. Timmins, 4 M. & W. 510; Wormwell v. Hail- stone, 6 Bing. 668, where the no- minal defendant was held not liable to execution ; and Corpe v. Glyn, 3 B. & Ad. 891, where he was held not liable to an attachment. See infra, as to particular companies. (g) But see, as to cost-book com- panies, 32 & 33 Vict. c. 19, §§ 24 & 36, and 50 & 51 Vict. c. 43, § 4, giving miners a lien for their wages, (h) Mills y. Northern Rail. of Buenos Ayres Co., 5 Ch. 621. (2) See Society of Practical Know- ledge v. Abbott, 2 Beav. 559. (k) See, as to this, Stringer’s case, 4 Ch. 475 ; Cardiff Coal Co. v. Norton, 2 Eq. 558, affirmed by Lord Chelms- ford, 2 Ch. 405. The decision in this case was probably right under the peculiar circumstances affecting the real plaintiff, but some of the prin- ciples laid down in the case deserve serious reconsideration. (1) The term includes railway and dock companies, see East and West India Docks Co., 38 Ch. D. 576; Gt. North. Rail. Co. v. Tahourdin, 13 Q. B. D. 320. Compare Exmouth Docks Co, 17 Eq. 181. As to tramway companies, see Brentford, &c., Tram. Co., 26 Ch. D. 527. (m) 30 & 31 Vict. c. 127, § 4, made perpetual by 38 & 39 Vict. c. 31, ‘EXECUTION AGAINST THE COMPANY. 279 of such a company can obtain a receiver of the carnings of Bk. II. Chap. 7. the company (n), and can issue execution against its unpro- a tected property, and obtain a sale of its surplus lands (0). A corporation cannot be attached for contempt or for dis- Attachments, obedience to an order made upon it(p). But if an order is made upon a corporation, and its directors or officers set the order at defiance, an attachment against them personally will, if necessary, be granted (q). By the Rules of the Supreme Court, 1883, Ord. XLII. r. 31, it is provided that :—- “ Any judgment or order against a corporation wilfully disobeyed, may, Executions by leave of the Court or a judge, be enforced by sequestration against the ®gaimst com- corporate property, or by an attachment against the directors or other officers me i thereof, or by writ of sequestration against their property ” (r). ee Acts of Parliament are sometimes met with which empower Under Acts a company to sue and be sued by a public officer, but which, Sea ate instead of giving any remedy against him or the other share- alone liable. holders individually, render the funds of the company alone liable to its creditors. In such a case no execution against the public officer of the company, or against any of its share- holders, can be issued (s); but an action against the public officer will nevertheless lie, even although there may be no funds, and the plaintiff may consequently have no means of enforcing his judgment after he has obtained it (¢). If there are funds they can be got at; but before the Judicature act it was said that the only mode in which a creditor could get at them was by mandamus, or by a bill in equity (u). award. (gq) Lacharme v. Quartz Rock (n) Manchester and Milford Rail. Co., 14 Ch. D. 645; Southern Rail. Co.,5 L. R., Ir. 165. The line must have been begun, see Birmingham and Lichfield Rail. Co., 18 Ch. D. 155. Only one receiver will be appointed, Mersey Rail. Co., 37 Ch. D. 610, which see as to priorities. (0) Hull, Barnsley, de., Rail. Co., 40 Ch. D. 119. See as to debenture holders, where one sues on behalf of himself and others, Hope v. Croydon and Norwood Tramways Co., 34 Ch. D. 730. (p) Mackenzie v. Sligo and Shannon Rail. Co.,9 C. B. 250, a case of an Mining Co. 1 H. & C. 134, and see Salman v. Hamburg Co.,1 Ch. Ca. 204, (r) This rule takes the place of § 33 of the C. L. P. act, 1860 (23 & 24 Vict. e. 126), which was repealed by 46 & 47 Vict. c. 49. (s) See Harrison v. Timmins, 4 M. & W. 510; IVormwell v. Hailstone, 6 Bing. 668 ; Corpe v. Glyn, 3 B. & Ad. 801. (t) See Kendall v. King, 17 C. B. 483. {u) See the cases in the last two notes. Actions have been brought 280 EXECUTION AGAINST SHAREHOLDERS. Bk. oo 7. Even before the Common law procedure act of 1854, the ace 68th section of which considerably extended the power of such cases, courts of law to grant a mandamus (x), it had been held that a creditor of a company, who by virtue of its act of Parliament had no remedy against its shareholders, but only against the funds of the company, was entitled to a mandamus to its treasurer and directors, after establishing his debt in an ac- tion (y). If there are no funds, and the company is not under an obligation to provide any, no mandamus can be granted (z) ; but if the company is under an obligation to provide funds, and it will take no measures to raise them, it seems that a mandamus will go(a). It has, however, been held that a writ of mandamus will not be granted if the only reason why pay- ment cannot be obtained by execution in the ordinary way, is, that there is nothing to seize (0). The effect of winding up a company upon executions against it will be examined hereafter in the Fourth Book. 2. Proceedings against shareholders upon a judgment obtained against a company or its public officer, generally. Shareholder can If a company is incorporated, or if it must be sued by a only be pro- : ‘ ; * ceeded against public officer, a creditor cannot proceed by action against a oe shareholder; but must obtain judgment against the company company. and then proceed upon that judgment (c). It seems to be doubtful, whether a county court judgment against a company can be executed against its shareholders; hence the prudence of suing companies in one of the superior courts (d). in such cases, asin Canev. Chapman, ib. 360. 5 A. & E. 647; but see Addison v. (2) BR. v. The Victoria Park Co., 1 The Mayor of Preston, 12 C. B. 108. Q. B. 288. (x) See Norris v. The Irish Land (a) Ib. ; and see R. 8. C. Ord. liii. Co., 8 E. & B. 512, correcting Benson rr. 1. v. Paull, 6 E.& B.273, The section (b) See R. v. The Victoria Park was repealed by 46 & 47 Vict.c. 49. Co. 1 Q. B. 288. The Supreme Court Rules of 1883, (c) Fell v. Burchett, 7 E. & B. 587; Ord. liii. rr. 1 to 4, have taken its and see as to public officers, ante, p. place. 265, et seq. (y) See Corpe v. Glyn, 3 B. & Ad. (d) See Taylor v. The Crowland 801 ; R, v. St. Katherine Dock Co., 4 Gas Co., 11 Ex. 1. EXECUTION AGAINST SHAREHOLDERS. 281 By the common law, a judgment against A. cannot be exe- Bk. ees 7. cuted against B. without a scire facias, which, though a judicial —— ~~ writ, is in the nature of an action, and may be pleaded to vee _ accordingly. So, before a judgment in the Chancery division Judgment in * @ 3 ‘ 4. 48. the Chancery against a public officer can be enforced against individual pivision, shareholders, an order against them personally must be ob- tained (e). The object of the sci. fa. was technically to make the execution conformable to the judgment; but substantially its object was to give the person against whom the judgment was sought to be enforced an opportunity of defending himself; for, ex hypothesi, he had not had that opportunity before (f). Proceedings by sci. fa. have not been abolished; but a much Order XLII. simpler mode of proceeding has been introduced by the Rules * Pa ‘of the Supreme Court, 1888, Ord. XLII. r. 28, which pro- vides that— “ Where a party is entitled to execution against any of the shareholders of a joint stock company upon a judgment recorded against such company, or against a public officer or other person representing such company, the party alleging himself to be entitled to execution may apply to the Court or a judge for leave to issue execution accordingly, and such Court or judge may, if satisfied that the party so applying is entitled to issue execution, make an order to that effect, or may order that any issue or question necessary to determine the rights of the parties shall be tried in any of the ways in which any question in an action may be tried. And in either case such Court or judge may impose such terms as to costs or otherwise as shall be just.” This improvement in procedure renders it unnecessary to refer at length to the old rules of practice relating to sci. fa. ; but as they may be still useful in some cases, a short account of them is given in a note at the end of the present chapter. A judgment or writ of execution against a company or its Registry of judg- public officer may be registered like any other judgment or aa eae writ of execution ; and in those cases in which a judgment is equivalent to a judgment against all the members of the company individually, and is enforceable against them, it has been supposed to affect them as if it had been in form a judgment (e) Vigers v. Pike, 8 Cl. & Fin. Com. Dig. Pleader,3 L.; Bac. Ab. 652 ; Healey v. Chichester and Mid- Sci. fa., and the note to Underhill v. hurst Rail. Co., 9 Eq. 148. Devereux, 2 Wms. Saund. 71. (f) See, generally, as to sct. fa. 282 Bk. II. Chap. 7. Sect. 3. Discovery of shareholders. Right of creditor to proceed against individual share- holders. EXECUTION AGAINST SHAREHOLDERS. But as a judgment against a company or its public officer could not be executed against an individual shareholder of the com- pany without a sci. fa., it could not be reasonable to make that judgment a charge on his property before execution against him could lawfully be sued out (hk). A judgment registered against a company governed by the act of 1862 obviously does not affect the property of its members. against them individually and registered accordingly (4). In order to enable a creditor who has obtained judgment against a company to discover the persons against whom such judgment may be executed, provision has been made by the various statutes relating to companies compelling them to make periodical returns, or to keep registers, of the names and residences of their shareholders, and directing such returns or registers to be open for inspection (i). A creditor who has obtained judgment against a company, and is in a position lawfully to execute such judgment against the individual members of that company, cannot be restrained from proceeding to execute it against any member or members he may choose to select, provided he acts bond fide for the purpose of obtaining payment of what is due to him (k). But, (g) See Ex parte Ness, 5 C. B. 155. (hk) See Harris v. The Royal British Bank, 2 H. & N. 535. It has been held in Ireland that a sary ; R. v. The Derbyshire Rail. Co., 3 E. & B. 784, where a mandamus was obtained. As to examining the directors, see Dickson v. Neath and Brecon Rail. Co., L. R. 4 Ex. 87. judgment obtained against a com- pany ought not to be registered against a former shareholder. See Hone v. O’Flahertie, 9 Ir. Ch. 119, where relief against such registra- tion was given. See, also, Lx parte Thornton, 2 Ch. 171, as to register- ing winding-up orders. See now 51 & 52 Vict. ¢. 51. (i) See 7 Geo. 4, c. 46, § 4, et seq.; 7 Wm. 4 & 1 Vict. « 73, § 6, et sey. ; 8 & 9 Vict. c. 16, §§ 9, 10, 36; and as to the mode of obtaining in- spection, see Meader v. I. of Wight Ferry Co. 9 W. R. 750, Ex., where a mandamus was held not neces- See, also, R. 8. C. Ord. xlii. r. 32, at seq. as to discovery in aid of execution. (k) See Morisse v. The Royal British Bank, 1 C. B. N. 8. 67; Green v. Nixon, 23 Beav. 530. See, also, Hardinge v. Webster, 1 Dr. & Sm. 101, where it was held that a member of a company who had ob- tained judgment against it could not be restrained from enforcing that judgment against another member of the same company. The company was governed by 7 & 8 Vict. c. 110, and had become amalgamated with another com- EXECUTION AGAINST SHAREHOLDERS. 283 as will be seen hereafter, neither a judgment creditor, nor a Bk. eg 7. purchaser from him, will be allowed to use the judgment for the dishonest purpose of aiding some members of the company against the others (I). Upon a proceeding against a shareholder to enforce a judg- ment already obtained against a company or public officer, the shareholder is bound by the judgment, and cannot impeach it, except on the ground that the judgment itself was obtained by fraud (m). A judgment obtained by default is, in the absence of fraud, as conclusive against the shareholders as any other judgment (n). A judgment obtained by fraud and collusion is however Exception in always impeachable by innocent parties affected by it; and ee haa however high the tribunal in which the judgment has been ‘editor. pronounced may be, its invalidity on the ground of fraud may be examined by any inferior court which may happen to be called upon to give effect to it (0). If, therefore, a shareholder is proceeded against upon a judgment obtained by fraud on the part of the creditor, the judgment may be impeached ; and it seems that the shareholder may at his option either apply to the Court in which the judgment was obtained to have it set aside, or rely on the fraud as a defence toa sci. fa., or to an application for leave to issue execution as the case may be (7p). It is to.be observed that the fraud here referred to as Frand by com- affording a defence to the sci. fa., is fraud on the part of the ae De judgment creditor in obtaining the judgment. Fraud on a Pt7tect him from sci. fa. shareholder by the directors of the company, and to which pany in which the defendant was a shareholder, but the plaintiff was ston’s case, in 2 Sm. L. C., and the admirable dissertation upon it not. (1) See Woodhams v. Anglo-Aus- tralian Co., 2 De G. J. & Sm. 162. (m) See Peddell v. Gwyn, 1 H. & N. 590; Bradley v. Eyre, 11 M. & W. 432; Fowler v. Rickerby, 2 Man. & Gr. 760. (n) Green v. Nixon, 23 Beav. 530. See, also, Hx parte Chorley, 11 Eq. 157. (0) See Shedden v. Patrick, 1 McQu. 535; The Duchess of King- there. (p) See Dodgson v. Scott, 2 Ex. 457; Edwards v. The Kilkenny Co., 2C. B. N. 8. 397; Philipson v. Egremont, 6 Q. B. 587; Bosanquet v. Graham, 6 Q. B. 601, note ; Green y. Nixon, 23 Beav. 530. The first two of these cases, and Harvey v. Scott, 11 Q. B. 92, show that it is not proper to raise the question of fraud upon a motion for leave to issue a sct. fa. 284 Bk. JJ. Chap. 7. Sect. 3. Creditor pro- ceeding against shareholder after inducing him to become such. Bill v. Richards. No remedy by creditor whose right is limited to company’s funds. EXECUTION AGAINST SHAREHOLDERS is not privy, affords no defence to pro- This was decided in fraud the creditor ceedings by him against the shareholder. several cases arising out of the failure of the Royal British Bank, and is a necessary consequence of the principles of the law of partnership (q). A shareholder in a company cannot escape from the liability to its creditors which is imposed upon him as a shareholder, except by virtue of some act of theirs: and nothing short of fraud on their part, or of some contract or conduct of theirs precluding them from treating him as their debtor, will afford him a defence as against them so long as their demand exists as between them andthe company. This is well illustrated by Bill v. Richards (r), where a shareholder in a railway com- pany pleaded to a sci. fu. issued against him by a creditor who had obtained judgment against the company, that he, the share- holder, had at the request of the plaintiff taken shares in the company as a trustee for others, and upon the faith of the plaintiff’s statement that by so doimg no responsibility in respect of the shares would be incurred. It was not alleged that the plaintiff had been guilty of any fraud; his statement did not relate to any matter of fact; it did not amount to a contract of indemnity, nor to a contract that if he were a creditor of the company he would not endeavour to obtain pay- ment from the defendant. It was quite consistent that all that was meant was, that if the defendant would allow shares to be taken for others in his name they would indemnify him against the consequences, and the defence was therefore held insufii- cient, although pleaded as a defence on equitable grounds. The effect which a contract by a company to pay out of its funds, and those only, has in limiting the liability of the share- holders, has been already examined (s). Where such a contract has been entered into, no execution on the judgment against (q) Henderson v. Royal British Bank, 7 E. & B. 356. See, too, Daniell v. The Royal Brit. Bank, 1 H. & N. 681; Powis v. Harding, 1C. BLN. 8. 533. Howurd v. Shaw, 9 Ir. Law Rep. 335, shows that a shareholder sued for a debt of the company cannot escape payment on the ground that the company was concocted in fraud, and that its deed of settlement was invalid. (r) 2 H. & N. 311. Compare Batty v. McCundie, 3 Car. & P. 208 ; Connop v. Levy, 11 Q. B. 769. (s) Ante, p. 246, et seq. IN COMPANIES GOVERNED By 7 GEO. 4, c. 46. 285 the company will go against the shareholders at the suit of a Bk. ee 7. person seeking to enforce that contract (2). The effect of winding up proceedings on executions against members of companies will be noticed in the Fourth Book. Having made these preliminary remarks on the subject ot executions against shareholders generally, it is proposed to examine more in detail the law relating to proceedings against shareholders in companies governed by the Banking act of 9 Geo. 4, the act of 7 Wm. 4 & 1 Vict. c. 78, the Companies clauses consolidation act, and other companies. 8. Proceedings against members of particular companies. a) Execution against members of companies governed by 7 Geo. 4, c. 46. The Banking companies act of Geo. 4 requires the public Execution _ officers of a company governed by that act to be members of Goende the company (uw), and enacts that execution upon any judgment CSS ele Ses obtained against a public officer may be issued against any member of the company (x). From this it follows that a public officer of a company governed by the act in question is per- sonally liable upon every judgment obtained against him; and that writs can issue against him grounded on such judgment, and that, so far as he is concerned, no intermediate proceeding is necessary (y). If, indeed, the public officer named in the judgment has ceased to be a member of the company, then, by the act, he is only liable like other former shareholders ; and upon an affidavit by him, the court will stay execution against him until after he has been proceeded against by scire facias or its modern equivalent (z). The act in question, 7 Geo. 4, c. 46, allows a creditor, who Liability of . 2 < i shareholders has obtained judgment against the public officer to execute under 7 Geo. 4, that judgment— 6 40. 1. Against any member for the time being of the company ; and in case any such execution shall be ineffectual, then (t) Halket v. The Merchant Traders’ (y) Harwood v. Law, 7 M. & W. Ass., 13 Q. B. 960. 203, (u) 7 Geo. 4, ¢. 46, § 4. (2) See Harwood v. Law, 7M. & W. (x) § 13. 203. 286 EXECUTION AGAINST SHAREHOLDERS Bk. 1, Chap, 7. 2. Against any person who was a member of the company ’“"____ at the time the contract sued upon was entered into; or 3. Against any person who became a member at any time after such contract was entered into, but before it was exe- cuted ; or 4, Against any person who was a member at the time when the judgment was obtained. But persons who are not members for the time being, and so do not fall within the first class, are only liable for three years after they have ceased to be members (a). Members for the It appears, therefore, that a creditor must go first of all a ae, against the members for the time being, and that until he has done so he cannot go against late members (V) ; and by members for the time being are meant, not members at the time judgment was obtained against the public officer, but members at the time a sci. fa. or summons on the judgment is issued (c). Members for the time being in this sense can be proceeded against at once, and the statute expressly allows proceedings to be taken against any one or more of them. Their liability, it will be observed, is much more extensive than the liability of ordinary partners; not being confined to debts incurred after they become partners. A sci. fa. (or now a summons under R. f. C. Ord. XLII. r. 23) is the proper mode of proceeding against shareholders under this act (d). The names of the shareholders can be ascertained from the returns made to the Stamp Office (e). Rovere A creditor is not bound to proceed against all the members hers, for the time being before having recourse to former members ; (a) 7 Geo. 4, c. 46, § 18, ll A. & E. 520, and Cross v. Law, (4) Hence a late member was a 6M. & W. 217; Wittenbury v. Law, competent witness for the public 6 Bing. N. C. 345; Williams v. officer. Needham v. Law, 12 M. & Aspinall,'7 Scott, 822, contra, is not. W. 560. to be relied upon. The rule for a (c) See Dodgson v. Scott, 2 Ex. set. fa. against present members is 457. See, too, Bradley v. Eyre, 11 absolute in the first instance, and M. & W. 482, which turned on a need not be moved for in open private act in which similar words court, Harrison v. Tysan, 1 Bail Ct. occurred. Ca. 111. (d) Ransford v. Bosanquet, 2 Q. (e) See 7 Geo. 4, c, 46, § 4, et seq., B, 972, and Bosanquet y. Ransford, and see ante, p. 110. IN COMPANIES GOVERNED BY 7 aro. 4, c. 46. 287 but he must make every reasonable effort to obtain payment Bk. nor 7. from the first before he acquires a right to proceed against the last. Acting upon this principle, the Court allowed a sci. fa. to issue against a late member, although proceedings against a member for the time being were pending, evidence being given to show that nothing was to be got from him, and that evi- dence being uncontradicted (f). So in another case, a late member was allowed to be proceeded against, although some only of the members for the time being had been sued ineffec- tually, uncontradicted evidence being given that inquiry had been made as to the solvency of the others, and that there was reason for believing that payment could not be obtained from any of them (g). So it was unnecessary for the creditor to issue writs of ca. sa. against the existing shareholders before proceeding against former members (i). Moreover, a mort- gagee who has obtained judgment for his debt, and has done his best to obtain payment by executing that judgment against the members for the time being, is, it seems, entitled to proceed against former members, even without realising his mortgage (i). On the other hand, the Court will refuse a creditor leave to proceed against a late member where there is reason to believe that satisfaction can be got with diligence from existing members (k); and a return of nulla bona to a writ of fi. fa. issued against the public officer, together with a loose affidavit as to the insolvency of the members for the time being, will not of itself be sufficient to satisfy the Court that payment from them cannot be obtained (2). With respect to late members, the act, as has been seen, Classes of former makes three classes of them liable, and renders it lawful for ad the creditor to proceed against any or all of them, not con- fining him to one class before having recourse to another (m). (f) Dodgson v. Scott, 2 Ex. 457. 802. See, too, Cross v. Law, 6 M. (g) Harvey v. Scott, 11 Q. B. 92; Field v. Mackenme, 4 C. B. 705, (h) Field v. Mackenzie, 4 C. B. 732. (i) Ib. 4 C. B. 725. The mort- gage in that case could not be realised at once without great loss. (k) Eardley v. Law, 12 A. & E. & W. 217. (2) Bank of England y. Johnson, 3 Ex, 598, _ (m) Arule for a sci. fa. against a late member must be served per- sonally, or be shown to have reached him, Esdatle v. Smith, 18 L. J. Ex, 120. 288 EXECUTION AGAINST SHAREHOLDERS Bk. II. Chap. 7. The liability of late members is, in some respects, more ex- Sect. 3. Evidence of membership. tensive than the liability of retired partners at common law, inasmuch as these last are not liable to be sued in respect of debts contracted before they became members. But, on the other hand, the statute limits the duration of a late member’s liability to creditors to three years after retirement (mn). More- over, there is one class of late members who cannot be pro- ceeded against by one class of their former creditors at all, viz., those members who did not become such until after the creditors’ debts had arisen, and who had ceased to be members before judgment obtained against the public officer. Whether the omission of all members of this class to creditors of this class was designed or accidental is not known; but being omitted, their freedom from liability towards such creditors is complete (0). A creditor, being entitled to issue execution only against members for the time being, or, if necessary, against certain classes of late members, must, before he can obtain leave to proceed against any particular person, adduce some evidence to show either that such person is a member for the time being, or that he was a member at the time when the contract with the creditor was entered into, or before the same was executed, or at the time judgment was recovered(p). For this purpose recourse is usually had to the memorial of share- holders, directed to be returned to the Stamp Office, which is held to be sufficient if uncontradicted, even although it may be in some respects informal (q) or inaccurate as regards the name of the shareholder proceeded against (r). ‘I'he memorial (n) This limitation applies only to creditors, and does not prevent a late shareholder from being a contribu- tory, although three years may have elapsed since he retired from the company. Gouthwatte’s case, 3 Me. & G. 187. (0) See Dodgson v. Scott, 2 Ex. 457, and Harvey v. Scott, 11 Q. B. 92. (p) In The Bank of England v. Johnson, 3 Ex. 598, the Court let a sci. fa, issue against a person although there was strong evidence against his having been a member at the time alleged. (q) See Ex parte Prescott, Mon. & Ch. 611; Harvey v. Scott, 11 Q. B. 92; Field v. Mackenzie, 4 C. B. 705 and 717; Bosanquet v. Shortridge, 4 Ex. 699. Compare Prescott v. Buffery, 1 C. B. 41, ante, p. 110. (r) Clowes v. Brettell, 11 M. & W. 461, decided on a private act. See too, Thompson v. Harding, 1 C. B, N.S. 555. UNDER THE LETTERS PATENT ACT. 289 is not, however, conclusive, nor is it the only evidence of Bk. oe 7. membership; and it has been decided that a person whose name is omitted from the last return may nevertheless be proved, aliunde, to have been a shareholder when the return was made, and that, if there is a dispute as to the fact of mem- bership, proper steps must be taken in order to have that question tried (s). As between a creditor and an alleged shareholder, the ques- oe ee tion of membership or no membership depends entirely upon requisite for- whether the requisites, which, by the company’s deed, have ™™!*** to be complied with before a person becomes a member, have been complied with or not; and it may happen that one and the same person is not a member for the purpose of being proceeded against by a sci. fa., although he may be a member for the purpose of being made a contributory on the winding up of the company (i). b) Evecution against members of companies governed by the Letters Patent act. The Letters Patent act (7 Wm. 4 & 1 Vict. c. 78) does not ion i alns Ube require the public officers of a company governed by it to be ater under members of the company; and even if they are members their : 7 ae liabilities are restricted to the extent specified in the letters patent of their respective companies. These circumstances alone, it is conceived, render it improper for a creditor to issue execution against a public officer of a company governed by the Letters Patent act without an order of a court or judge (w) or a sci. fa. ; for it isclear from the act that he cannot be made personally liable unless he is or has been a member, and in neither case is he liable to the extent to which he would be liable at common law. ict. c. 73. The act in question appears to empower a creditor who has Liability of 3 ; ; . shareholder obtained judgment against the public officer of a company Sa eed governed by it, to execute that judgment against all or any of ©! Vit % 7. (8) Bank of England v. Johnson, strong, 4 ib. 21; Bosanquet v. Short- 3 Ex. 598 ; Prescott v. Buffery, 1 C. ridge, tb. 699, there cited. See, too, B. 41. Dodgson v. Bell, 5 Ex. 967. (t) See ante, p. 54, and Ness v. (u) Under R.8.C, Ord. xlii,, r. 23, Angas, 3 Ex. 805; Ness v, Arm- ante, p. 281. L.c. Ky 290 Bk. II. Chap. 7. Sect. 3. EXECUTION AGAINST SHAREHOLDERS the shareholders, or late shareholders whom he might have —.——.-— gued for payment at common law; the only qualifications Under 8 & 9 Vict. ¢. 16, creditor must first go against the company ; and show that he cannot obtain payment from it. being: 1, that a shareholder who transfers his shares con- tinues a shareholder for all purposes of liability until the transfer has been registered; and 2, that the extent of a shareholder’s liability is limited or unlimited, according to the letters patent granted to the company (7). This act has not received any judicial interpretation throwing light upon the liabilities imposed by it, and it is by no means clear, that the liability of an incoming shareholder is not more extensive than the ordinary liability of an incoming partner. The names of the shareholders can be ascertained from the returns made under the act (y). c) Bvecution against members of compunies governed by 8 d& 9 Vict. c. 16. With respect to companies governed by the Companies’ clauses consolidation act (8 & 9 Vict. c. 16), there is one im- portant rule which has no analogy with anything met with in the jaw applicable to ordinary partnerships, or in that ap- plicable to companies governed by the Banking act of 7 Geo. 4, c. 46, or by the Letters Patent act of 7 Wm. 4 & 1 Vict. c. 73. The rule referred to is, that the creditors of a company governed by the Companies’ clauses act, are not entitled to proceed against the shareholders personally, if payment can be obtained from the company. In other words, the creditors must have recourse to the assets of the company before they can have recourse to the shareholders individually. When, therefore, an application is made for leave to issue a sci. fa. or execution against a shareholder in a company governed by the act in question, evidence must be adduced to satisfy the Court that payment cannot be obtained from the company itself as a body (z). The creditor need not show that there is no possi- («) 7 Wm. 4 & 1 Vict. c. 73, §§ 21 (y) Ib. § 6, et seq. & 24; and see upon it Philipson v. (z) The same rule applied to com- Egremont, 6 Q. B. 587. The writer panies governed by the repealed acts supposes that the returns are now of 7 & 8 Vict. cc. 110 and 113. It made to the High Court instead of seems that the sci. fa. need not con- to the Court of Chancery. tain any averment that nothing can UNDER THE COMPANIES CLAUSES CONSOLIDATION ACT. 291 rap. 7. bility of the company ever paying him: all that the Court Bk. os a requires is to be satisfied that the creditor applying for leave —- to proceed against the shareholder has no means of obtaining present payment except from them individually. In order to satisfy the Court upon this head, the creditor must prove that he has made reasonable attempts to obtain payment from the company, and to discover assets presently available for his satisfaction, and that such attempts have been unsuccessful. A mere general assertion by a solicitor’s clerk that writs of ji. fa. have been issued against the company and returned nulla bona, is not sufficient; for it is consistent with such an assertion that no attempt has been made to ascertain whether the company has any assets or not(a). But if attempts have been made to discover assets, and those attempts have been fruitless, and a writ of ji. fa. has issued against the company and been returned nulla bona, that will be sufficient until it is shown affirmatively that the company has assets (b); and even if the company has assets which have not been taken in execution, still, if the Court is satisfied that they are insuffi- cient to satisfy the plaintiff, the sci. fa. will go, or leave to issue execution will be given under R. S. C. Ord. XLIL., r. 23 (c). By the Companies’ clauses consolidation act, a judgment Liability of recovered against a company to which such act applies, may, a reo if necessary, be executed against any of the shareholders. Yi » 16 But no shareholder is liable to a greater extent than the amount unpaid up of his shares in the company (d). be got from the company, Hitchins v. The Kilkenny Rail. Co., 15 C. B. 459; but if it does, the averment may be traversed, Marson v. Lund, 16 Q. B. 344. See Nixon v. Brown- low, 1 H. & N. 405. (a) See Hitchins v. The Kilkenny Rail. Co., 10 C. B. 160, and 15 1. 459 ; King v. The Parental Endow- ment Co., 11 Ex, 443. (b) Rastrick v. The Derbyshire Rail. Co., 9 Ex. 149; Nixon v. The Kilkenny Rail. Oo, 1 H. & N. 47; Hitchins v. The Kilkenny Rail. Co., 15 C. B. 459 ; Wyall v. The Darenth Rail. Co, 2 C. B. N.S. 110; Ridg- way v. The Security, &c., Ass. Soc., 18 C. B, 686. The return by the sheriff need not be filed when the set. fa. is moved for; Ilfracombe Rail. Co. v. Devon and Somerset Rail. Co., L. RB. 2C. P. 15 ; and see infra notes (e) and (q). (c) Ilfracombe Rail. Co. v. Lord Poltimore, L. R. 3 C. P. 288 ; Rigby v. Dublin Trunk Rail. Co., L. R. 2 C. P. 586. (d) 8 & 9 Vict. c. 16, § 36. See Burke v. Dublin Trunk Rail. Co., L. R. 3 Q. B. 47; Guest.v. Worcester Rutl. v2 292 Bk. II. Chap. 7. Sect. 3. “« Any of the shareholders.” Evidence of membership. EXECUTION AGAINST SHAREHOLDERS. The expression, ‘‘ any of the shareholders,” has been decided to mean any of the shareholders at the time execution against the company is found to be ineffectual, i.c., in ordinary cases, at the time of the sheriff’s return of nulla bona (e). Conse- quently, not only all persons who have ceased to be share- holders before judgment against the company has been recovered, but also all who have ceased to be so after that time, but before it has been ascertained that execution against the company on such judgment will prove ineffectual, are wholly exempt from liability to the judgment creditor (/). The act requires that every shareholder intended to be pro- ceeded against, is to have sufficient notice in writing before application for leave to issue a sci. fa. against him is made (9). Leave to issue a sct. fa. will be refused if the Court is of opinion that there is a clear defence to it(h). On the other hand a sci. fa. may be dispensed with if the shareholder does not desire to contest his liability (¢). How far these rules apply to proceedings under R. 8. C. Ord. XLII, r. 28, has not been decided. The meaning of the word shareholder in this act of Parlia- ment has been already examined (k); and it is only necessary here to observe that the company’s register of shareholders, which a creditor who has obtained judgment against the company has a right to inspect (/), is, in the absence of evi- Co, L. R. 4 C. P. 9. In the last case the shares were not in fact paid up. (ce) Nixon v. Green, 11 Ex. 550, and 3 H. & N. 686; Nixon v. Brownlow, 3 H. & N. 686. (f) Ibid. (g) 8 & 9 Vict. c. 16, § 36. See Hitchins v. Kilkenny Rail. Co., 10 C. B. 160; Devereue v. Kilkenny Rul. Co, 5 Ex, 834. See Ilfra- combe Rail. Co. v. Devon and Somer- set Ral. Co, L. R, 2 C. P. 15, and Edwards v. Kilkenny Rail. Co. 1 C. B. N.S. 409, as to serving the notice and rule nisi on the share- holder. See, as to enforcing decrees in equity without a sci. fa. Healey v. Chichester and Midhurst Rail. Co., 9 Eq. 148. (h) See as to the discretion of the Court, Shrimpton v. Sidmouth Rail, Co., L. R. 3 C. P. 80; Lee v. Bude, &e., Rail. Co. L. R. 6 C. P. 576; Burke v. Dublin Trunk Rail. Co., L. R. 3 Q. B. 47. However, in Guest v. Worcester Rail. Co., L, R. 4 C. P. 9, the Court allowed a sci. fa. to go although the case was clear. (t) Burke v. Dublin Trunk, &c., Rail. Co, L, R. 3 Q. B. 47. (k) Ante, p. 104. (2) 8& 9 Vict. c. 16, § 36. Rv. The Derbyshire, &c., Rail, Co., 3 E. & B. 784; Meader v. Isle of Wight Ferry Co., 9 W. R. 750, which shows that a mandamus is not necessary. EXECUTION AGAINST SHAREHOLDERS. 293 dence to the contrary, sufficient proof that a person whose Bk. Be 7. name is on it is a shareholder (m). But the register is not —————— conclusive evidence, and leave to issue a sci. fa. (or, it is presumed, execution, under R. 8. C. Ord. XLII. r. 23) against a person who is on it will not be given if he can show that he is not a shareholder (n). Neither is the register the only evidence that a person is a shareholder; and a person made a member of the company by its special act, may be proceeded against accord- ingly, although no shares have been issued (0), unless he is to be regarded as having ceased to be a member(p). In a case where a creditor was prevented from seeing the register, a sci. Ja. was allowed to issue against a person sworn to be a: share- holder to the belief of the deponent, and which belief was founded on information from officials connected with the company (q). d) Execution against members of other companies. Companies empowered by special acts to sue and be sued, oe and the shareholders in which are liable for the debts of the in other com- companies, will generally be found to resemble companies governed by 7 Geo. 4, c. 46 (r). Execution against partners or shareholders under judgments obtained against them in the name of their tirm or company, is governed by R. 8. C. Ord. XLII., r. 10, as to which see Part., Bk. II., c. 3, § 3, p. 298 et seq. Unregistered cost-book mining companies are partnerships, Cost-book and shareholders in them may be proceeded against ac- oe cordingly (s). But by the Stannaries act, 1887 (50 & 51 Vict. (m) See 8&9 Vict. c.16,§§ 8and & W. 506; Wingfield v. Barton, 7 29. (n) Edwards v. Kilkenny Rail. Co., 14 C. BL N.S. 526; Mather v. Nat. Assoc. Investment Soc., ib, 676. (0) Portal v. Emmens, 1 C. P. D. 201 and 664, ante, p. 104. (p) Kipling v. Todd, 3 C. P. D.350. (q) Rastrick v. The Derbyshire, &e., Rail. Co., 9 Ex. 149. See ante, p. 104 et seq. (r) See Clowes v. Brettell, 10 M. Jur. 258; Wingfield v. Peel, 13 L. J. N.S. Q. B. 102; and as to friendly societies, Myers v. Rawson, 5H, & N. 99. The 17 & 18 Vict. ¢. 25, on which the last case turned, was re- pealed by 25 & 26 Vict. c. 87 (since repealed by 39 & 40 Vict. c. 45, § 4). (s) Lanyon v. Smith, 3 Best & Sm. 939; Tredwen v. Bourne, 6 M. & W. 461; Newton v. Daly, 1 Fos. & Fin, 26; Peel y. Thomas, 15 C. 294 Bk. IL. Chap. 7. Sect. 3. Companies governed by act of 1862. Necessity of sci, fa. Sci. fa. under 7 Geo. 4, c. 46, and 8 & 9 Vict. vc. 16, Under 7 Wm. 4 & 1 Vict. c. 73. Under 7 & 8 Viet. tg 110 and 113. EXECUTION AGAINST SHAREHOLDERS. c. 48), § 6, in the case of execution against any company to --—— which the act applies, the sheriff is to levy sufficient to pay all wages due at the date of the levy in addition to the judgment debt, and such wages are payable in priority to the judgment debt. Shareholders in companies governed by the Companies act, 1862, are not liable to execution on judgments against the company, but must be proceeded against under the winding-up clauses, which will be examined hereafter (t). The law respecting execution against members of companies governed by the repealed acts of 7 & 8 Vict. ec. 110 and 118, is now obsolete, and is therefore omitted (w). Note on procedure by Scire facias. In those cases in which a judgment against a company or a public officer was sought to be enforced against a shareholder, a scire facias was a neces- sary preliminary, unless there was some statutory enactment to the contrary (a), and a provision that execution should not issue without leave obtained by motion in open court, was not suflicient to dispense with a set. fa. (y). A set. fa. was necessary in the case of banking companies governed by 7 Geo. 4, c. 46 (z), and of companies governed hy the Companies’ clauses con- solidation act (a) ; and probably also in the case of companies governed by the Letters Patent act, 7 Wm. 4 & 1 Vict. c. 73. Under the repealed acts 7 & 8 Vict. cc. 110 and 113, leave to issue execu- tion against a shareholder might be obtained without any suggestion or sci. je. But this did not render a sez, fa. improper; and in point of fact it was very commonly had recourse to for the purpose of executing judg- B. 714; Toll v. Lee, 4 Ex. 230; Q.B. Ellis v. Schmoeck, 5 Bing. 521, are (y) See the last three cases. A instances of successful actions against judgment obtained in a colony may individual shareholders in cost-book be sued upon in this country in an mining companies. action in the ordinary form : Bank (t) 25 & 26 Vict. c. 89,§§ 180 and of Australia v. Nias, 16 Q. B. 717. 195. (z) Ransford v. Bosanquet, 2 Q. B. (w) It will be found in the first 972, edition of the present treatise, vol. i. (a) 8&9 Vict. ¢.16, § 36 ; Hitchins pp. 458-462. v. The Kilkenny Rail. Co., 10 0. B. (2) Bartlett vy. Pentland, 1 B. & 160; Devereuw v. The Kilkenny Rail. Ad. 704; Clowes v. Brettell, 10M. & Co., 5 Ex. 834. See, as to enforcing W. 506; Wingfield v. Barton, 2 decrees in equity, Healey v. Chichester Dowl. N. S. 355, and 7 Jur. 258; and Midhurst Rail, Co., 9 Eq. 148, Wingfield v. Peel, 12 L. J. N.S, 102, PROCEDURE BY SCIRE FACIAS. 295 ments obtained against companies to which these acts applied ()). A sez. fi., Bk. IL. Chap. 7. however, did not lie against the executors of a deceased shareholder (c). : Sect. 3. A writ of scire facias is a judicial writ, and is the commencement of a new Nature of sci. fa. action, founded on a judgment already obtained. The writ states the recovery of the judgment, and whatever facts are necessary to show that the person against whom the writ is issued is liable to be proceeded against on that judgment ; and the shareholder against whom the writ is issued is commanded to appear to show why the plaintiff ought not to have execution against him, The writ is set out in a declaration or statement of claim, which prays that execution may issue against the defendant (d) ; and which may be pleaded or demurred to in the ordinary way (e). Issue having been joined, the cause proceeds to trial(f). A judgment obtained against a defendant in a sct. fa. is executed like any other judgment. But the Court will compel the creditor to limit the amount for which execution is sued out to what may then be really due to him. This is done by putting the creditor on terms when leave to issue a sev. fa. is granted (9). A sct. fa. issued irregularly, e.g., without leave, where leave is required, Irregular sei. fa, will be set aside ; but a plea to it, alleging merely an irregularity for which it might be set aside, is bad (i). A judgment creditor of a company may issue as many concurrent writs Concurrent writs of sci. fa. against as many shareholders as he thinks proper ; and so long as his ° 8". fa. demand is unsatisfied, a defence by any shareholder that the plaintiff is pro- (b) See as to 7 & 8 Vict. c. 110, Palmer v. The Justice Assurance Sv- Ex. 371; Bank of Scotland v. Fen- wick, ib. 792; Ness v. Fenwick, 2 ciety, 6 E. & B. 1015 ; Peart v. The Universal Salvage Co., 6 C. B. 478 ; Thompson v. The Universal Salvage Co., 3 Ex. 310; Re Weiss, 15 C. B. 331. And as to 7 & 8 Vict. c. 113, see Bendy v. Harding, 1 C. B. N.S. 551; Thompson v. Harding, ib. 555 ; Dossett v. Harding, ib. 524 ; Morisse v. The Royal British Bank, 1 C. B. N. 8. 67; Wilde v. Stanner, 1 H. & N. 873. See, too, Powis v. Butler, 3 C. B. N.S. 645, and 4 ib. 469 ; Fry v. Russell, 3 ib. 665. (c) Powis v. Butler, ubt supra. (d) See the pleadings in Ricketts v. Bowhay, 3 C. B. 889, where the writ and declarations are set out in full. See, too, Bradley v. Eyre, 11 M. & W. 482; Nunn v. Clacton, 3 Ex. 712. In some of the forms the writ is directed to the sheriff, but in others it is directed to the individual shareholder. (e) See Esdaile v. Trustwell, 1 Ex. 598; Nunn v. Claxton, 3 Ex. 712, in each of which the declara- tion was demurred to. Several matters may he pleaded : Phillipson v. Tempest, 8 Jur. 60. As to the practice and forms, see 2 Chitty’s Archbold’s Practice, and Chitty’s Forms thereto. (f) The jury must not be share- holders, Esdaile v. Lund, 12 M. & W. 734, (g) See Harvey v. Scott, 11 Q. B. 92; Green v. Nixon, 23 Beay. 530 ; Addison v. Tate, 11 Ex. 250. (h) Marson v. Lund, 16 Q. B. 344; Bradley v. Warburg, 11 M. & W. 452; Ricketts v. Bowhay, 3 C. B. 889 ; Bank of Scotland v. Fenwick, 1 Ex. 792 ; Bosangnet v. Graham, 7 Jur. $31, Q. B. See as to suing out a sci. fa. on a judgment entered up for costs, Farmer v. Mottram, 6 Man. & Gr. 684. 296 PROCEDURE BY SCIRE FACIAS. Bk, IJ. Chap. 7. ceeding against others is bad («), Even the circumstance that judgments have Sect. 3. Applications for rule for sci. fa. Sei. fa. after elegit. 4 beenalready obtained against them on the writs issued against them, affords no ground of defence ; for such judgments do not extinguish the right conferred upon the creditor by the prior judgment obtained against the company (h). Even before pleas in abatement were abolished it was decided that to a set. fa. against a shareholder the non-joinder of other persons liable to be pro- ceeded against, could not be pleaded in abatement ; andif one sect. fa. issued against several shareholders, a declaration upon it against some of them only was not bad on demurrer, even if it were irregular(/). Neither is it any objection to a sci. fa. by a creditor against a shareholder that other creditors are suing him or are in a position to issue execution against him (m) ; although when he has paid the full amount to which he is liable, no other creditor can extract more from him (7). A rule for a sez. fa., or an application for leave to issue execution (in those cases in which no sez. fa. is necessary) may, it seemis, be moved for, or made, more than once by the same creditor against the same shareholder for the same debt, if the same rule or application has been allowed to drop for any satisfactory reason, or has been refused upon some technical ground which has been removed. At the same time the maxim, nemo debet bis vexari pro eddem causd, is applicable, unless some good reason to the contrary can be shown (0). : A judgment against a company, the shareholders of which are liable to execution on the judgment, may be executed against them, although the creditor has issued an eleyit against the company, and has obtained partial satisfaction by an extent under the writ (p). The extent does not, in these cases, satisfy the debt. If the creditor has received nothing from the extent, he is entitled to execution for his whole demand ; and if he has obtained any fruits from the extent, he is still entitled to execution for so much as remains due (gq). Ifthe land extended is of small value compared with what is due to the creditor, he is entitled to execution against the shareholders without delay ; but if the land is of such a value that the creditor will in a short time be able to obtain payment without having recourse to the shareholders, (t) See Rigby v. Dublin Trunk (0) See upon this, Corder v. The Rail. Co., L. R. 2 C. P. 586 ; Nixon v. Brownlow, 1 H. & N. 405; Nunn v. Lomer, 3 Ex. 471. Compare Esdaile v. Trustwell, 2 Ex. 312, and Lisdatle v. Lund, 12 M. & W. 607. (k) Burmester v. Crofton, 3 Ex. 397. (1) Fowler v. Rickerby, 2 Man. & Gr. 760, decided on 7 Geo. 4, c. 46. See the argument in Esdaile v. Lund, 12 M. & W. 607. (m) Rigby v. Dublin Trunk Rail. Co, L. R. 2 C. P. 586. (n) Burke v. Dublin Trunk Rail. Co, LR. 3 Q. B, 47, Universal Gas Light Co.,6 C. B. 190 and 554; Field v. Mackenzie, ib. 384; Dodgson v. Scott, 2 Ex. 457. Edwards v. Cameron’s, &c., Rail. Co., 15 Jur. 470, Ex., is a strong authority for not allowing two applications. (p) Addison v. Tate, 11 Ex. 250 ; R. v. The Derbyshire Rail. Co., 3 E. & B. 784. (q) See Addison v. Tate, 11 Ex. 250, from which it appears that the set. fa. should state what has been done under the elegit, and the amount if any obtained by it. PROCEDURE BY SCIRE FACIAS. 297 the Court will not, as a matter of course, let immediate execution against Bk. II. Chap. 7. them be issued (7). Sect. 3. Except where judgment has been obtained by fraud, the validity of a Validity of judg- judgment which has been recovered against a company or its public officer, ment cannot be cannot be impeached by a shareholder who is proceeded against by sci. fa. a i oe for, excepting in cases of fraud, nothing is admissible asa defence toa sez. fa." * which might have been relied on as a defence to the action on the judgment in which the set. fa. issues(s). The judgment is conclusive, and nothing can be set up as a defence to a set. fa. upon it, except some matter which is consistent with the validity of the judgment itself (¢). Upon the same principle it seems that if judgment is obtained against a Bradley v. Eyre. person sued as a public officer, a shareholder cannot plead as a defence to a sct. fa., that the person against whom the judgment has been obtained was not the representative of the company(w). In such a case application should be made to set aside the judgment (z). (r) See Addison v. Tate, 11 Ex. (u) See Bradley v. Eyre, 11 M. & 250. W. 432 ; Fowler v. Rickerby, 2 Man. (s) See per Lord Mansfield in & Gr. 760. Cook v. Jones, Cowp. 727. (x) Tbid., and Bosanquet v. Gra- (t) See the cases noticed, ante, ham, 7 Jur. 832, and 6 Q. B. 601, p. 283. note. : 298 Bk. III. Chap. 1. Sect. 1. Managing body. MANAGEMENT OF COMPANIES. BOOK III. OF THE RIGHTS AND OBLIGATIONS OF MEMBERS OF COMPANIES BETWEEN THEMSELVES, CHAPTER I. OF THE RIGHT TO TAKE PART IN THE MANAGEMENT OF THE AFFAIRS OF A COMPANY. —~—- One of the peculiarities of companies, as distinguished from partnerships, is that the management of a company’s business is entrusted to a few chosen individuals, and that the share- holders are deprived of that right of personal interference which is enjoyed by the members of ordinary firms (a). The members of companies form two bodies, whose interests are or should be the same, but whose powers and functions are different ; the one body consists of the directors, in whom the general powers of management are vested; and the other body consists of the shareholders, to whom the directors are ac- countable, and by whom they are generally appointed. Each of these bodies has its own sphere of action, and its own rights and duties, as will be seen more particularly hereafter. SECTION I.—OF DIRECTORS AND THEIR POWERS. Where there is no statutory or other provision regulating the constitution and powers of the managing body, the majority of the shareholders of the company must determine how its (a) See Burnes v. Pennell, 2H. L. C. 520 and 521, DIRECTORS. 299 affairs are to be conducted, and to whom, and under what Bk. eae 1. restrictions, the management of those affairs shall be en- trusted (b). This is the rule which prevails in cost-book mining companies (c), and it is not easy to conceive what, except the will of the majority, can determine a matter of this description under the circumstances now supposed. The number of persons composing the managing body of a Number of company is generally fixed by the company’s special act, cee charter, deed of settlement, or regulations, and the number making a quorum is also usually thereby fixed. As a general rule, a power entrusted to a given number of individuals cannot be properly exercised by any less number; and there are several cases in which this rule has been applied to companies, and in which the acts of directors have been held invalid on the ground that they were not done by the requisite number of directors (d). But it does not therefore follow that Varying the the number of directors, as originally fixed, cannot be altered by ae the majority of a meeting of the shareholders; and where the number is not fixed by the legislature or the Crown, it seems that the shareholders may alter it (¢). ven where the number is fixed by an act of Parliament or a charter, the act or charter may be so worded as to be in this respect directory only (f). It is to be observed that the directors of a company are all Sato those persons who are constituted directors by a company’s : act, charter, or deed of settlement, and not only such of them as choose to act. Sometimes provision is made for the transaction of business Persons deemed by persons who are to be deemed to be directors until directors rere are appointed. Such a provision does not necessarily make such persons directors for all purposes; and a clause to the (b) Agreements by directors de- the power of directors to delegate priving the shareholders of this their authority, see p. 156, power are invalid, James v. Eve, L. (e) Smith v. Goldsworthy, 4 Q. B. R. 6 H. L. 335. The powers of 430. majorities will be examined here- (f) Thames Haven, Dock, &e., Co. after. v. Rose, 4 Man. & Gr, 552. See, (c) See Tapping on the Cost- too, Bargate v. Shortridge, 5 H. L, ©. Book, p. 64. 297. (d) See ante, p. 155; and as to 300 MANAGEMENT OF COMPANIES. Bk. IIT. Chap. 1. effect that two directors shall be a quorum has been held not Sect. 1. Qualifications of directors. Irregular appointments, to apply to persons who were to be deemed to be directors (9). So a clause as to the qualification of directors has been held not to apply to similar persons (h). Generally speaking, the members of the managing body are required to possess certain qualifications, and to be appointed in some prescribed manner (t). But it by no means follows that persons who are in fact acting as duly qualified directors will be prevented from doing so, simply because they have been irregularly appointed (k). Still less does it follow that the irregularity of their appointment will render all their acts null and void. Persons dealing with them as directors bond Jide, and without notice of the irregularity, are entitled to treat them as the agents of the company, and to hold the company bound by their acts, as if they were its duly appointed directors (1). But, as between themselves and the share- holders, the irregularity is of greater importance; and it has been held that persons de facto, but not de jure, directors cannot allot shares, make valid calls or forfeit shares, even where there is a provision rendering valid what may be done by persons acting as directors, notwithstanding the subsequent discovery of a defect in their appointment (im). (g) London and Southern Counties Land Co., 31 Ch. D. 223. (h) Lord Claud Hamilton’s case, 8 Ch. 548, and others of that class noticed infra, bk. iv., under the head Contributories. (i) As to disqualification by hold- ing other offices, see Iron Ship Coating Co. v. Blunt, L. RB. 3 C. P. 484; Hales v. Cumberland Black Co., 6 H. & N. 481, or by being in- terested in contracts, see Reg. v. Gaskarth, 5 Q. B. D. 321. As to the effect of giving votes for dis- qualified persons, see R. v. Tewkes- bury, L. R. 3 Q. B. 629. (k) See Foss v. Harbottle, 2 Ha, 461, and Mozley v. Alston, 1 Ph. 790. These cases will be noticed hereafter. For a discussion as to the effect of a clause giving validity to the proceedings of a board not- withstanding any vacancy among its members or defect in their election, see Newhaven Local Board v. New- haven School Board, 30 Ch. D. 350. (2) See as to this, ante, pp. 161 and 166. (m) See London and Southern, &c., Land Co. 31 Ch. D. 228; as to allotments, Garden Gully, &c., Co. v. McLister, 1 App. Ca. 39 ; as to calls and forfeiture, Howbeach Coal Co. v. Teague, 5 H. & N. 151; and Miles v. Bough, 3 Q. B. 845; Edinburgh, cdc., Rail. Co. v. Hebblewhite, 6 M. & W. 707; South-Eastern Rail. Co., v. Hebblewhite, 12 A. & E. 497; Swansea Dock Co. v. Levien, 20 L. J. Ex. 447. Compare Murray v. Bush, L. R. 6 H. L. 37, turning on 7 & 8 Vict. c. 110, § 30. DIRECTORS. 301 Directors are supposed to know the regulations of their own Bk. oe ere 1. company (n); and it might be supposed that if a person —._ - became a director and acted as such, he would not be allowed oe a to take advantage of the fact that he was not duly qualified to act in that capacity ; but as will be seen hereafter the decisions on this subject are not all in accordance with this view. There are several decisions to the effect that a person may act as a director and be required to hold a certain number of shares as a qualification for his office, and still be at liberty to show that he did not in fact hold such shares, or agree to take them (0). Where, however, a company’s special act is so worded as to make a director a shareholder, in respect of the number of shares necessary to qualify him, he will be a share- holder in respect of that number of shares whether any definite shares have been allotted to him or not (p). A provision that no person shall be eligible as a director unless he holds a certain number of shares, does not apply to persons who sign a company’s memorandum of association, and who by that fact alone are the persons to act as directors until others are appointed (q). Where a person is required to hold a certain number of Effect of mort- shares as a qualification for the office of director, those shares ee acne S must not be nominally paid-up shares (r); but a director having the requisite number of shares is not disqualified for the office simply because he may have mortgaged his shares(s); it is sufficient if he retains the legal title to them. This was held in a case where the qualification shares were to be held by the directors in their own right (¢). (n) See per Lord Westbury in Lane’s case, 1 De G. J. & 8. 506. Compare Marquis of Abercorn’s case, 4DeG.F. & J. 78, (0) Wheal Buller Consols, 38 Ch. D. 42, and other cases of that sort. See infra, bk. iv., c. 1, Contri- butories. (p) Portal v. Emmens, 1 C. P. D. 664 and 201, and see also Kincaid’s case, 11 Eq. 192; Forbes’ case, 19 Eq. 353; Purcell’s case, 29 W. R. 170. Compare Kipling v. Todd, 3 C. P. D. 350, (q) Stock’s case, 4 De G. J. & Sm. 426; and see Cotterell’s case, 11 W. R. 13; and Lord Claud Hamuilton’s case, 8 Ch. 548. (r) Roney’s case, 4 De G. J. & Sm. 426 ; Currie’s case, 3 De G. J. & Sm. 367. (s) Cumming v. Prescott, 2 Y. & C, Ex. 488. (t) Pulbrook v. Richmond Consoli- dated Mining Co., 9 Ch. D, 610. 302 Bk. III. Chap. 1. Sect. 1. Vacancies. Removal of directors. MANAGEMENT OF COMPANIES. Whether a person once a director has or has not ceased to be so depends (except in the case of his death) upon the regulations of the company (uw). A director who becomes bankrupt or ceases to attend to his duties does not thereby necessarily vacate his office (x). The power to fill up casual vacancies is frequently given to the remaining directors; in such a case they can fill up a vacancy although a general meeting of shareholders has been held since the vacancy occurred (y). But if the number of continuing directors is less than the minimum number requisite for the transaction of any business, they cannot fill up the vacancy (z). The rules of the company may, however, allow the continuing directors, however few, to fill up a vacancy, although not to transact any other business until the vacancy is filled up (a). Power to remove directors is often expressly conferred on the shareholders(b). It has not yet been decided whether when there is no such express power there is an implied power in the shareholders of a company to remove a director from his office by a resolution duly passed at a meeting properly convened for the purpose, but the better opinion seems to be that there is (c). If, however, a director is appointed for a definite period, he cannot be removed before that period has expired unless there is some special provision to that effect (d). Where the shareholders have power to remove a director for “any reasonable cause,” the shareholders are themselves the judges as to what is and what is not a reasonable cause for removal ; and their decision will not be interfered with if they act fairly and in good faith (e). (u) Phelps v. Lyle, 10 A. & E. 113. (x) Tb., and see Wilson v. Wilson, 6 Scott, 540. (y) Munster v. Cammell Co, 21 Ch. D. 183. (2) See Newhaven Local Board v. Newhaven School Board, 30 Ch. D. 350. (a) As in York Tramways Co. v. Villows, 8 Q. B. D. 685. (6) There is power to remove under the Companies’ clauses act, 1845. See Isle of Wight Rail. Co. v. Tahourdin, 25 Ch. D. 320. (c) See Browne v. La Trinidad, 387 Ch. D, 1, and the last case. (d) Imperial Hydropathic Hotel Co. v. Hampson, 23 Ch. D,1. Compare the last note. (e) Inderwick v. Snell, 2 Mc. & G. 216. See as to becoming bankrupt, POWERS OF SHAREHOLDERS. 803 Directors have no power to vote themselves fees for salaries Bk. ae for their services beyond what the constitution of the company ~- 5 Remuneration may provide (). of directors. The powers of directors as agents of the company have been already examined (Bk. II. c. 2 & 8): their powers to call meetings, allot shares, make calls, forfeit shares, will be noticed hereafter when treating of those subjects. SECTION II.—OF SHAREHOLDERS AND THEIR POWERS. The shareholders of a company cannot usually exercise any control over the management of its affairs, except at meetings duly convened ; for the directors of a company are the servants, not of the individual shareholders, but of the company; and where the management of the directors is complained of, an aggrieved shareholder should seek redress through the company, and induce it to call the directors to account(g). As will, however, be seen hereafter, if the directors are doing that which the shareholders cannot sanction, or that which they have by a proper resolution forbidden, the dissentients may obtain redress by legal proceedings (h). It may, however, happen that the constitution of a company is such that the shareholders are deprived of all control over the managing body in matters not foreign to the objects of the company. Where this is the case, the managers have it in their power to disregard the wishes of the shareholders as to all such matters (7). Phelps v. Lyle, 10 A. & E. 118; absconding from creditors, Wilson v. Wilson, 6 Scott, 540. See the cases as to expelling members of clubs, Dawkins v. Antrobus, 17 Ch. D. 615 ; Fisher v. Keane, 11 ib. 353; Labouchere v. Wharncliffe, 13 ib. 346; and as to removing persons from offices, Osgood v. Nelson, L. R. 5 H. L. 636; Dean v. Bennett, 6 Ch. 489 ; Hayman v. Gov. of Rugby School, 18 Eq. 28. (f) See Evans v. Coventry, 8 De G. Mc. & G. 835, decree, clause 3. See infra, ch. 2, § 3. (g) See Orr v. Glasgow Rail. Co., 3 McQu. 799. (h) See infra, ch. 9, § 2. (t) Spurgin v. White, 2 Giff. 473, is an instance. 304 Bk. III. Chap. 1. Sect. 2. Meetings of shareholders. Interference of court with meetings. MANAGEMENT OF COMPANIES. Individual shareholders, being comparatively powerless, pro- ~— vision is generally made for bringing them together at meet- ings, and it is not a little important that the right to convene them should to some extent, at all events, be exercisable by the shareholders themselves. If matters are in such a state that nothing can be done without a meeting, and there is no express power to call one, it would seem necessary to imply a power in any shareholder to convene one. This, however, is a case which can seldom happen. It more commonly happens that there is a power to convene a meeting, but that those who have the power will not exercise it. In cases of this kind it has been held that, where those who have the right to call a meeting of the shareholders refuse to exercise that right, for the express purpose of preventing the shareholders from duly assembling, the Court will, if necessary, interfere to protect the shareholders against an abuse of power on the part of those entrusted with the management of the affairs of the company (k). So where directors give notice that a meeting will be held on a day when they know that a large number of shareholders will not be in a position to vote, the Court will interfere and restrain such an abuse of power (1). Again, if directors con- vene a meeting to pass resolutions favourable to themselves on questions in which the interests of the directors are opposed to those of the shareholders, by a circular which is misleading, and which contains statements calculated to obtain proxies in their favour without giving the shareholders the information necessary to enable them to form a just judgment as to who are the proper persons to whom to entrust their votes, the Court will grant an injunction to restrain the holding of the meeting or to restrain the directors from laying such resolutions before the meeting (1). The Court, however, is very reluctant to interfere with the holding of meetings of shareholders, especially when they are called for the purpose of investigating and controlling the con- duct of the managing body ; and the Court will not interfere to restrain such a meeting simply because the notice convening it (k) Foss v. Harbottle, 2 Ha. 461 ; (1) Cannon v. Trask, 20 Eq. 669. Isle of Wight Rail. Co. v. Tuhourdin, (m) Jackson vy. Munster Bank, 13 25 Ch. D. 320. L. R. Tr. 118. MEETINGS OF SHAREHOLDERS. 305 is badly framed, and invites the meeting inter alia to pass Bk. eee 1. resolutions which would be invalid if passed (n); for the — meeting might take some other legal course, ¢.g., pass some amended resolution which would be valid. In order that a resolution come to at any meeting, whether Resolutions cf of directors or of shareholders, may have any legal effect, it is poe necessary that the meeting shall be duly convened; that a proper number of persons shall be present (0), and there must always be two at least (p); that the resolution should relate to a matter upon which the meeting is competent to pass a reso- lution ; and that the resolution should be duly passed. In order that a meeting may be duly convened, it is necessary that it be convened (1) by those who have a right to convene it, (2) at a proper time, (3) at a proper place, and (4) by a proper notice. The persons entitled to convene a meeting have been Persons to alluded to already; and it is only necessary to add that a are meeting convened by the proper persons will not be incom- petent to transact business simply because they may themselves have been irregularly convened to consider whether a meeting shall be called or not (q). As regards time: where there is no express provision, a Time. reasonable time must be given (7); and perhaps if the time were unreasonably short and were made so purposely, the Court might restrain the holding of the meeting. But if a meeting is held, and no objection is taken to the shortness of the notice convening it, the Court will not interfere (s). Where the time for holding a meeting is prescribed, such time must be observed; and there are instances in which resolutions of meetings have been held invalid on the ground that the meetings were not held at the proper times (t). In calculating the time for holding a meeting, where an (n) Isle of Wight Rail. Co. v. Ta- hourdin, 25 Ch. D, 320. (0) See Howbeach Coal Co. v. Teague, 5 H. & N. 151, and other cases, ante, pp. 157, 158. (p) Sharp v. Dawes, 2 Q. B. D, 26. (q) Browne v. La Trinidad, 37 Ch. D. 1. L.C. (r) Browne v. La Trinidad, 37 Ch. D. 1. As to a meeting of directors, see Lx parte Smith, 39 Ch. D. 546. (s) Browne v. La Trinidad, 37 Ch. D. 1. (t) Railway Sleepers Supply Co., °29 Ch. D. 204. Compare Miller’s Dale, &e., Lime Co., 31 Ch. D, 211, #y 306 Bk. III. Chap. 1. Sect. 2. Place. Notice of object of meeting. Every one entitled to be heard must have an opportunity of being heard. MANAGEMENT OF COMPANIES. interval of not less than a certain number of days is required to elapse between one meeting and another, the rule is that the prescribed number of days must be clear days, 1.¢., ex- clusive of the days of the meetings (w). As regards place: where no place is prescribed, it is con- ceived that any reasonably convenient place of meeting may be fixed. But the Court would probably interfere if a place were purposely fixed at which it was known shareholders could not attend. A meeting is not duly convened unless every person entitled to attend has notice not only of the time and place at which, but also of the purposes for which it is to be held, so that he may exercise his own judgment whether he will attend or not; and there are numerous cases in which resolutions have been held invalid on the ground that insufficient notice was given of an intention to submit the matters to which they relate to the meeting at which they were passed (x). But a notice may be good in part and bad in part, and is not wholly invalid because it extends to something which cannot be done (y). A person who attends a meeting cannot dispute the validity of what is done on the ground that he had not due notice of the time and place at which the meeting was about to be held; and if all entitled to notice have it in fact, but not in the precise form in which it ought to have been given them, the proceedings of the meeting will not necessarily be invalid (z). But still it is absolutely requisite for the protection of those who are to be affected by the resolutions of others, that such resolutions shall have no effect unless all entitled to a voice in making them had an opportunity of expressing their views. In a case where directors were empowered to meet once a week at their office, without notice or summons, but on such day and at such hour as they should from time to time agree upon, it was held that a resolution come to by a quorum assembled (u) Ib. (y) Cleve v. Financial Corporation, (w) A leading case on this head 16 Eq. 363; Isle of Wight Rail. Co. is Bridport Old Brewery Co.. 2 Ch. vv. Tahourdin, 25 Ch. D. 320. 191. See also Garden Ctully Co. v. (2) See British Sugar Refining Co., McLister, 1 App. Ca. 39. 3K. & J. 408. MEETINGS OF SHAREHOLDERS. 307 without notice was invalid, inasmuch as no day or hour for the Bk. eta 1. meeting of the directors had ever been fixed (a). a The mode in which notice is to be given varies with almost Mode of giving every company. Such statutory enactments as exist upon the aie subject will be noticed hereafter. The only general rule which can be laid down is, that notice must be given in the manner prescribed by each company’s act, charter, deed of settlement, orregulations. It seems that it is not necessary to give notice of the holding of an adjourned meeting to the persons entitled to attend it; it is apparently sufficient if they had notice of the holding of the original meeting (v). But nothing can, without notice, be transacted at an adjourned meeting except the unfinished business of the first meeting (c). There are two kinds of meetings, viz., ordinary and eaxtra- Ordinary and - Z extraordinary ordinary, or, as they are sometimes called, general and special. meetings. Ordinary or general meetings are usually held at stated times, and for the transaction of business generally. Extraordinary Nature of busi- 7 ‘ 3 4 ness should be or special meetings are held as occasion may require, for the specified. transaction of some particular business, which ought to be specified in the notice convening the meeting. A resolution passed at an extraordinary meeting, upon a matter for the consideration of which it was not avowedly called, or which was not specified in the notice convening the meeting, is alto- gether inoperative (d) ; and although such resolution may have been confirmed at a subsequent ordinary meeting, it will still be invalid unless it might have been properly passed in the first instance at an ordinary meeting, without previous notice of any intention to enter upon the matter to which the reso- lution relates (e): and if a meeting is convened to confirm resolutions previously passed, the notice ought to state those resolutions or their effect (f). (a) Moore v. Hammond,6B.&C. Bank of Hindustan, 6 Eq. 91; Anglo- 456. Californian Gold Mining Co. v. Lewis, (b) See Wills v. Murray, 4 Ex. 6H. & N. 174; Stearic Acid Co., 9 843, 862 ; Scadding v. Lorant,3 H. Jur. N. 8. 1066, V.-C. K. L. C. 418. (e) Lawes’ case, 1 De G. M.& G. (c) BR. v. Grimshaw, 10 Q. B. 747. 421. (d) Bridport Old Brewery Co., 2 (f) Dean v. Bennett, 6 Ch. 489, Ch. 191; Imp. Bank of China v. and 9 Ey. 625, x2 308 MANAGEMENT OF COMPANIES. Bk. i Ula: 1. One and the same meeting may be both ordinary and ex- ———— traordinary ; ordinary for the purpose of transacting the usual ia business of the company, and extraordinary for the transaction oe of some particular business of which special notice may have been given (g). If an ordinary meeting is held and adjourned the adjourned meeting continues to be an ordinary meeting, although special notice is given that it is about to be held for special business (h). Bye-laws. The power of making bye-laws for the regulation of the affairs of a company is not unfrequently reposed in its share- holders: and it is not uncommonly required that all bye-laws shall be sealed with the seal of the company. In such a case nothing which is not so sealed can be regarded as a bye- law (2) ; nor is an unsealed resolution passed at a meeting of the shareholders of an incorporated company, equivalent to a contract under the seal of such company (j). At the same time it is clear that, as a general rule, the resolutions of meet- ings of members of a body corporate do not require to be sealed in order to be binding on its members, as between themselves, and as members. Acts relating to the internal affairs of a corporation, affecting members only, and affecting them merely as members, do not in general require the com- mon seal to render them valid (i). Bye-laws not warranted by the authority which empowers them to be made, are altogether illegal (1). Resolution ofa Where there is no special provision to the contrary, the seietton ota Tesolution come to by the majority of those present at a meet- meeting. ing is the resolution of that meeting (m) ; and the chairman is the person to decide what the result is and all incidental ques- tions requiring instant decision ; but his decision is not neces- (g) See Cuthill v. Kingdom, 1 Ex. Whitstable Co., 17 Ves. 315, 19 ib. 494; Graham v. Van Diemen’s Land 304, and 1 Mer. 107. Co, 1H. & N. 541. (m) Horbury Bridge Coal, dc., Co., (h) Wills v. Murray, 4 Ex, 843, 11 Ch. D. 109, deciding that the (2) Dunston v. Imperial Gas Co. yvegular method of voting is by show 3B& Ad, 125. of hands, and that an article giving (J) Ibid., and see ante, p. 221. every member one vote for every (k) Grant on Corp. 65. share only applies to cases where a (1) See Calder, d&e., Nav. Oo. v. poll is demanded. Pilling, 14 M. & W. 76; Adley v. MEETINGS OF SHAREHOLDERS. 809 sarily final (n). It is not illegal to transfer or procure shares Bk. a 1. before a meeting so as to multiply votes at it; nor can votes so obtained be disregarded (0). A meeting at which there is not present a sufficient number of persons to transact business, cannot pass any valid resolu- tion (p). It is conceived that an agreement to vote in a particular Interested votes, way, in consideration of some personal benefit, is illegal; for a vote ought to be an impartial and honest exercise of judg- ment(q). But asa matter of law as distinguished from con- science a person may vote on a question in which he happens to have a personal interest opposed to that of the company; and where the question was whether proceedings should be taken by the company to impeach the title of some of the shareholders in it, those shareholders were held entitled to vote in respect of the very shares the title to which was dis- puted (r). So a director may vote as a shareholder on the question whether a contract between the company and himself shall be entered-into or be confirmed (s). Absent members are not entitled to vote by proxy unless Proxies, they are specially empowered so to do(t). The right of an absent member to vote by proxy depends on the terms of (n) Indian Zoedone Co., 26 Ch. D. 70. (0) Pender v. Lushington, 6 Ch. D. 70; Stranton Iron and Steel Co., 16 Eg. 559; Cannon v. Trask, 20 Eq. 669 ; Moffatt v. Farquhar, 7 Ch. D. 591, and see North-West Transporta- tion Co. v. Beatty, 12 App. Ca. 589, noticed infra. (p) Howbeach Coal Co. v. Teague, 5 H. & N. 151; Sharp v. Dawes, 2 Q. B. D. 26. (q) See Elliott v. Richardson, L. R. 5 C. P. 744, where the agreement was held illegal as opposed to the Companies act, 1862. See, further, Moffatt v. Farquharson, 2 Bro. C. C. 338; Card v. Hope, 2 B. & Cr. 661. Compare Bolton v. Madden, L. R. 9 Q. B. 55, where an agreement be- tween two subscribers to a charity to vote for each other’s nominees, was held not to be illegal. (r) Hast Pant Du Mining Co. v. Merryweather, 2 Hem. & M. 254. See, also, Meniter v. Hooper’s Tele- graph Works, 9 Ch. 350. Compare Atwool v. Merryweather, 5 Eq. 464, note, and see 8 & 9 Vict. c. 16, §§ 85 and 86, and the Companies act, 1862, Table A, No. 57, as to votes by directors on matters in which they are interested. (s) North-West Transportation Co. v. Beatty, 12 App. Ca, 589, where the director had bought up shares to secure a majority. (t) See Grant on Corporations, 256, note (q) ; Com. Dig. Franchise, F. 11. 310 MANAGEMENT OF COMPANIES. Bk, III. Chap. 1. the company’s regulations, and these must be strictly complied Sect. 2. Husband and wife voting. with (u). A corporation entitled to. hold shares in another company has the same right to vote by proxy as any other member (z). A member who signs a form of proxy in blank, and hands it over to another to be used in the ordinary way, impliedly authorises that other to fill up the blank with his own name (y).. It would: seem that a person who has himself a right to attend a meeting cannot be considered to represent another, for whom he holds a proxy, unless he shows some intention to act for his principal as well as for himself (z). Where voting by proxy is allowed, the appointment of the proxy to vote at any one meeting must bear a penny stamp (a); and the appointment must specify the day upon which the meeting at which it is intended to be used is to be held; and the proxy is available only at the meeting so specified, or an adjournment thereof(b). If the appointment authorises the proxy to vote at more than one meeting, the proxy paper will require a ten shilling instead of a penny stamp (c). The ex- pense of stamping proxy papers ought to be borne by those who want them and not by the company, unless there is some provision to that effect (d). Every person who makes or executes, or votes or attempts to vote by means of a voting paper not duly stamped incurs a penalty of 50/., and his vote is absolutely void (e). The right of a married woman or of her husband to vote in respect of shares held by her has not been judicially con- sidered. Speaking generally, however, and without reference (u) Harben v. Phillips, 23 Ch. D. 14; Indian Zoedone Co., 26 Ch. D. 70. (x) Indian Zoedone Co., 26 Ch. D. 70. (y) Ex parte Duce, 13 Ch. D. 429; Ex parte Lancaster, 5 Ch. D. 911. (2) Ea parte Evans, 13 Ch. D. 424. (a) 33 & 34 Vict. c. 97, § 3, and Schedule ; 34 Vict. c. 4. (>) 33 & 34 Vict. c. 97, § 102, pl. 1. See, as to filling up a paper signed in blank, Hx parte Lancaster, 5 Ch. D. 911. (c) 33 & 34 Vict. c. 97, § 3, and Schedule. As to stamps on proxies under the older stamp laws, see 2. v. Kell, 12 A. & E. 559 ; Monmouth- shire Canal Co. v. Kendall, 4 B. & Al. 453; Trinity House of Hull v. Beadle, 13 Q. B. 175. (d) Studdert v. Grosvenor, 33 Ch. D. 528. (e) 83 & 34 Vict. c. 97, § 102, pl. 3. MEETINGS OF SHAREHOLDERS. 311 to the regulations of any particular company, it would seem Bk. III. Chap. 1. that if the shares belong to her as part of her separate estate, her husband has no right to vote in respect of them, and her vote is valid notwithstanding his disapproval thereof. But if the shares do not form part of her separate estate, she alone cannot in point of law be a member in respect of them, and cannot therefore vote (f); nor is her husband entitled to vote in respect of such shares until he has become a member of the company in respect of them. Nor does it follow from the fact that he is subject to liabilities in respect of his wife’s shares, that he is entitled to the privilege of voting in respect of them. The right of a shareholder to demand a poll has not been decided ; but the right would probably be held to exist unless the contrary could be shown (g). A person holding a proxy has no right to demand a poll on behalf of his principal (h). The demand should be made immediately after the declaration of the show of hands (2), and the poll may be taken at once without adjourning the meeting (f). Absentees cannot effectually urge their ignorance of what took place at meetings which they might have attended had they thought proper so to do: and they are bound by the resolutions come to at a duly convened meeting, provided such resolutions relate to matters upon which the meeting was competent to decide (2). Moreover, shareholders who receive reports of what takes place at meetings, and who do not object to what is being done, will be considered as acquiescing therein (f) See R. v. Harrald, L, R. 7 Q. B. 361. p. 157. (i) R. v. Thomas, 11 Q. B. D. 282. (g) See Grant on Corp. 203; R. v. Wimbledon Local Board, 8 Q. B. D. 459; Campbell v. Maund, 5 A. & E. 865. If no poll is taken when rightfully demanded the elec- tion is void; R. v. Cooper, L. R.5 Q. B. 457. As to demanding a poll on a question of adjournment, see Macdougall v. Gardiner, 1 Ch. D. 13. (h) BR. v. Government Stock Invest- ment Co, 3 Q. B. D. 442; Haven Gold Mining Co., 20 Ch. D. 151, at (k) Chillington Iron Co., 29 Ch. D. 159; R.v. D’Oyly, 12 Ad. & E. 139. Some dicta to the contrary in Horbury Bridge Coal, ce., Co., 11 Ch. D. 109, must be considered as overruled. See also British Flax Producers Co., W. N. 1889, 7. (1) Phosphate of Lime Co. v. Green L.R.7C. P. 43; Hvans:v. Small- combe, L. R. 3 H, L. 249; Tur- quand v. Marshall, 4 Ch. 376; Nor- wich Yarn Co., 22 Beay. 165. Sect. 2. Poll. Absentees. 312 Bk. III. Chap. 1. Sect. 2. Minutes of mecstings, Signing minutes. MANAGEMENT OF COMPANIES. if what is done might have been validly sanctioned by them if present; but not if what is done is altogether illegal, and beyond the power of even all the shareholders (m). The limits of the power of a majority will be examined hereafter. Minutes of meetings, and the contents of books kept by the officers of a company, are not, as against third persons, evi- dence for the company, unless expressly made so by act of Parliament (n). Partnership books are, as a rule, evidence against every partner, because every partner is entitled not only to see them, but, in conjunction with his co-partners, to determine what shall be inserted and what not; but this is not the case with shareholders of companies, and consequently unless there is some statutory enactment or agreement to the contrary, the books of a company are no more evidence against ordinary members of the company than they are as against strangers (n). The inconvenience resulting from this prin- ciple is obviated in modern acts of Parliament by making certain things, ¢.g., the registers of shareholders, and signed minutes of meetings, primd facie evidence as well against shareholders as against strangers. Shareholders are not, as between themselves and their directors, supposed to know all that is in the company’s books (0). With respect to minutes of meetings, it is usual for acts ot Parliament to require that the minutes of every meeting shall be entered in a book, and be signed by the chairman of the meeting, and to declare that the minutes so entered and signed shall be admissible in evidence in courts of justice. In prac- tice, the minutes of a meeting are commonly made up and entered by the secretary after the meeting is over, and the (m) See Phenix Life Assur. Co’s Co, 5 B. & Ad. 866. Compare case, 2 J. & H. 441; Irvine v. Union Bank of Australia, 2 App. Ca. 366. Compare Evans v. Smallcombe, L. RB. 3 H. L. 249; Spackman v. Evans, ib. 171 ; Houldsworth v. Evans, ib. 263 ; Phosphate of Lime Co. v. Green, L. R. 7 C. P. 43. (n) Hill v, Manchester Waterworks Alderson v. Clay, 1 Stark. 405, and The Thetford case, 12 Vin. Ab. 90, pl. 16; Magutre’s case, 3 De G. & S. 31. See, also, the next note. (0) See Longworth’s case, 1 De G. F. & J. pp. 27 and 32. See, too, per Turner, L. J., in Stewart's case, 1 Ch. 587. MEETINGS OF SHAREHOLDERS. 8138 chairman signs such minutes at a subsequent period (generally Bk. ae 1, the next meeting). It has been frequently urged that a reso- lution made at a meeting, the minutes of which were entered and signed after the meeting was over, could not, by such minutes, be proved to have been made. But this objection has always been overruled, even where the minutes of each meeting ought in strictness to have been signed at such meet- ing(p). But where a company brought an action for calls, and the evidence of the making of the calls consisted of minutes which were signed after the commencement of the action, it was held that such minutes were not admissible (q). The maxim omnia presumuntur rite esse acta is applicable Omnia presum- to the proceedings at meetings; and if minutes of such pro- aa eee ceedings are not produced it will be presumed against the company, and in favour of all persons dealing bond fide with its directors, not only that every resolution proved to have been made was duly passed, but also that all such resolutions and steps were made and taken as were necessary to authorise subsequent acts proved to have been done(r). But this pre- sumption will not be made in favour of directors and against the shareholders ; and a transaction with directors which is invalid if not assented to by the shareholders must, if relied on by the directors, be proved by them to have been brought to the attention of the shareholders, and to have received their sanction (s). A resolution of a meeting is not an agreement, and does not Stamp. require an agreement stamp (¢). One of the most important rights of shareholders is to Inspection of F ks, &c. inspect the books and accounts of the company, and to have poy {¢. P9 (p) Miles v. Bough, 3 Q. B. 845 ; Southampton Dock Co. v. Richards, 1 Man. & Gr. 448; West London Rail. Co. v. Bernard, 3 Q. B. 873; London and Brighton Rail. Co. v. Fairclough, 2 Man. & Gr. 675; Inglis v. Great Northern Rail. Co., 1 McQueen, 112. See, also, Roney’s case, 4 De G. J. & Sm. 426, which shows that those who sign minutes are treated as admitting their truth. And compare Tothill’s case, 1 Ch. 85. (q) Cornwall Great Consolidated Mining Co. v. Bennett, 5 H. & N. 423. (r) See Lane’s case, 1 De G. J. & Sm. 504; Grady’s case, ib. 488; Stanhope’s case, 1 Ch. 161; Knight's case, 2 Ch. 321. (s) See British Provident Assur. Soc. v. Norton, 3 N. R, 147, V.-C. K. (t) Mills v. British Provident As- surance Society, 1 Fos, & Fin. 607. 314 Bk. III. Chap. 1. Sect. 3. Disputes between shareholders. Acts which are ultra vires. MANAGEMENT OF COMPANIES. them examined and reported upon by competent persons. This subject will be alluded to more in detail hereafter (u). It may, however, be observed generally, that a right to in- spect includes a right to copy if the first is practically useless without the second (#); and a shareholder who has a right to inspect need assign no reason for exercising such right, and cannot be refused inspection on the ground that he desires it in order to oppose the directors or other shareholders (y). At the same time, the Court will not assist a shareholder in obtaining inspection for an improper purpose; and the right must be exercised at reasonable times and in a reasonable manner (2). SECTION III.—OF THE POWERS OF MAJORITIES. In the event of a difference arising between shareholders, it becomes necessary to consider whether there is any method of determining which of them is to give way to the other. It is not uncommonly supposed by the public, that the minority of the shareholders, if they are unequally divided, must submit to the majority. But this is by no means the case; for, as will be seen presently, the majority cannot oblige the minority except within certain limits. As regards incorporated companies, one limit is set by the doctrines of ultra vires which have been already explained (a). That which the company cannot do, even with the consent of all the shareholders, it obviously cannot do at the bidding of any majority, however large; and any shareholder can obtain the aid of the Court to prevent an act which is ultra vires, even although resolved upon by all the other shareholders (b). Every company incorporated by act of Parliament, by charter, or by letters patent, or by registration, is governed by a law defining its objects and limiting its powers, and such (u) Infra, 0. 3, § 4. son, 37 Ch. D. 669. (x) Mutter v. East. & Midland (2) See the cases last cited. Rail. Co., 38 Ch. D. 92. (a) Ante, p. 162, (y) Tb., and see Holland v. Dick- (b) See infra, p. 319 et seg. POWERS OF MAJORITIES. 815 Bk. IIT. Chap. 1. law cannot be abrogated by any agreement between the mem- cee bers of the company however unanimous they may be(c). A registered company cannot alter the nature of its business as defined in its memorandum of association (d); nor can even all the members of a chartered company do what they like with its property, ¢.g., divide it amongst themselves without accounting for its value to the company (¢); nor can even all the members of a railway company apply the funds of a com- pany to a purpose which is not authorised by the act of Parliament by which the company is governed (/). On the other hand, it is to be observed, that a corporation wait _ He acts by a majority: the will of the majority is the will of the the casos of corporation ; and whatever it is competent for the corporation i car to do can be done by a majority of its members against the will of the minority, unless there is some express provision to the contrary (g). It follows from this, that the power of a majority of the shareholders of a company incorporated by charter or act of Parliament, is limited only by that charter or act, unless the powers of the majority are specially restricted in some other way (i). But the doctrines of ultra vires have no application to acts Unanimous resolved upon by all the members of an unincorporated and eee unprivileged company. Such a company, although formed for one purpose, may, if all the members consent, depart from that purpose to any extent they all may please (2). There may be great difficulty in obtaining the assent of all; and in practice it is often impossible to do so. It is seldom, if ever, practically possible to apply to companies the recognised rule applicable to partnerships, viz., the rule that partners who (c) See Ashbury Rail. Co. v. Riche, L. R. 7 H. L. 653; Att-Gen. v. Great East. Rail. Co., 5 App. Ca. 473. (d) Ibid, and see infra. (e) Society of Practical Knowledge vy. Abbott, 2 Beav. 559. (f) See Att.-Gen. v. Great Kast. Rail. Co., ubi supra; and the cases cited infra, p. 317 eé seq. (g) See Grant on Corporations, p. 68 et seg., Australian Aux. St. Clipper Co. v. Mounsey, 4 K. & J. 733 ; Exeter Rail. Co. v. Buller, 5 Ra, Ca. 211. See also the statute 33 Hen. 8, c. 27. (h) Even a special agreement re- stricting powers expressly conferred by statute may be invalid, see Walker v. London Tramways Co., 12 Ch. D. 705. (t) See Keene’s Executor’s cause, 8 De G. M. & G. 272. 316 MANAGEMENT OF COMPANIES. Bk. III. Chap. 1. deliberately do not adhere to their partnership articles, are to Sect. 3. How disputes must be settled. 1. Disputes on matters arising in ordinary course of business. be treated as having agreed to vary the articles in those respects in which the partners have not observed them (hk). At the same time, if any members of a company, be they shareholders or directors, choose to ignore the company’s regulations, and not to observe the provisions contained in them, those individuals cannot afterwards object to the validity of a course of conduct adopted or acquiesced in by them on the ground that it is not warranted by the regulations; but their adoption or acquiescence in no way affects the rights and obligations of the other shareholders, either inter se or as between them and the acquiescing parties. On this ground, the non-observance of prescribed formalities has over and over again been held to be of no consequence as between acquiescing shareholders, and yet to be fatal as between them and other non-assenting shareholders (J). Passing now to the consideration of what is to be done where questions arise as to which all the shareholders are not agreed, the first point to determine is, whether the act, charter, or deed of settlement, or regulations by which the company is governed, do or do not contain any express provision appli- cable to the matter in question ; for if they do, such provision ought to be obeyed (m). If they do not, then the nature of the question at issue must be examined ; for there is an important distinction between differences which relate to matters inci- dental to carrying on the legitimate business of a company, and differences which relate to matters with which it was never intended that the company should concern itself. With respect to the first class of differences, regard must be had to the state of things actually existing; for, as a rule, if the shareholders are equally (k) Partn., p. 408, and as to the difficulty of applying this rule to companies, see Ex parte Sargent, 17 Eq. 273; Keene's Executors’ case, 3 De G. M. & G. 272. (1) Compare, for example, Keene’s Executors’ case, 3 De G. M. & G. 272, and Straffon’s Executors’ case, 1 De G M. & G. 576. See also divided, those who forbid a Busl’s case, 6 Ch. 246, and L. R. 6 H. L. 37. (m) The general obligation to observe the provisions of companies’ deeds of settlement will be found well put in Lz parte Brown, 19 Beav. 97, and Lawes’s case, 1 De G. M. & G. 421. POWERS OF MAJORITIES. 817 change must have their way: in re communi potior est conditio Bk. ae 1, prohibentis (n). If, however, in a case of this description, unprovided for by previous agreement, the shareholders are ae in unequally divided, the minority must give way to the majo- See rity (0). This doctrine has been held to apply where the majority wished to make a division of profits, without first paying an outstanding debt (p); where the majority wished to borrow money (q); where the majority resolved to assign all the joint property to trustees, upon trust for sale and distri- bution amongst the joint creditors (7); where the majority resolved on leasing part of the property of the company for a temporary purpose (s); where the majority of the subscribers to an abortive company resolved that the subscriptions should be returned (t); and where the majority approved and adopted accounts fairly laid before them (w). Moreover, the legitimate business of a company includes Matters in- _ whatever is fairly incidental to those things which it is formed ones to do, and whatever may be necessary for carrying on its busi- or ness in the way in which it is ordinarily carried on by other people (x). Hence, where the directors of a fire insurance company, the policies of which did not cover losses occasioned by explosions of gunpowder, resolved to pay claims made in consequence of losses so occasioned, and it was proved that other companies generally did the same thing, although not (n) But see as to the employment (r) Lord v. Governor and Co. of of a ship, Abbott on Shipping, p. 58, ed, 12; andas to completing con- tracts already entered into, Butchart v. Dresser, 4 De G. M. & G. 545, (0) See ante, p. 315, and Gregory v. Patchett, 33 Beav. 595 ; Const v. Harris, T. & R. 518; Robinson v. Thompson, 1 Vern. 465. (p) Stevens v. The South Devon Rail. Co., 9 Ha, 326, and see Gregory v. Patchett, 33 Beav. 595. (q) See Bryon v. The Metropolitan Saloon Omnibus Co.. 3 De G. & J. 123, affirming 8. C. 4 Jur. N.S. 680; Australian Auailiary Steam Clipper Co. v. Mounsey, 4 K. & J. 733. Copper Miners, 2 Ph. 740. (s) Simpson v. Westminster Palace Hotel Co, 2 De G. F. & J. 141. See, also, Forrest v. Manchester and Sheffield Rail. Co., 30 Beav. 40, and on appeal, 4 De G. F. & J. 126. (t) Kent v. Jackson, 14 Beay. 367, and 2 De G. M. & G, 49. (u) Kent v. Jackson, 2 De G.M. & G. 49, and 14 Beav. 367 ; Stupart v. Arrowsmith, 3 Sm. & G. 176. See as to opening accounts already settled, Morgan’s case, 1 Mac. & G., 235. (x) Att.-Gen. v. Great East. Rail. Co., 5 App. Ca. 473, and the cases in the next notes, 318 MANAGEMENT OF COMPANIES. Bk, III. ees 1. bound to do so, it was held that such payments could not be Sect Changes in wishes, All members entitled to be heard, Majorities at meetings, restrained (y). So a railway and ferry company may use its ferryboats for excursion trips when not wanted for the ferry (z). So directors of a trading company are justified in giving gra- tuities to their servants when there had been a very good year (a). So banking companies may grant pensions to the families of deceased officers (aa). In questions of the class now under consideration, the views of the majority may vary from time to time, and effect must, it is conceived, be given to them as they change (0). A very important rule respecting the powers and votes of majorities is, that a majority, to have any weight, must act and be constituted with perfect good faith ; for every member has a right to be consulted, to express his own views, and to have those views considered by the other members. In the language of Lord Eldon, ‘‘ that is the act of all which is the act of the majority, provided all are consulted, and the majority are acting bond fide, meeting not for the purpose of negativing what any one may have to offer, but for the purpose of negativing what, when they are met together, they may after due consideration think proper to negative. For a majority of partners to say, We do not care what one partner may say; we, being the majority, will do what we please, is, I apprehend, what a court of equity will not allow” (c). Moreover, where powers are conferred on a majority present at a meeting of not less than a certain number of persons, unless such meeting be duly convened and the requisite (y) Taunton v. Royal Insur. Co., 2 Hem. & M. 135. See on this case, and those cited in note (s), Joint Stock Discount Company v. Brown, 3 Eq. 139. (2) Forrest v. Manchester and Sheffield Rail. Co., 30 Beay. 40, and 4DeG.F. & J. 126; and see Ait.- Gen. Great East. Rail. Co. 5 App. Ca. .473, as to supplying rolling stock. (a) Hampson v. Price’s Patent Candle Co. 24 W. R. 754. This right ceases when the company has ceased to carry on business, Hutton v. West Cork Rail. Co., 23 Ch. D. 654. (aa) Henderson v. Bank of Austral- asia, 40 Ch. D. 170. (b) See Exeter Rail. Co. v. Buller, 5 Ra. Ca, 211, and Att.-Gen. v. Gould, 28 Beay. 485. (c) Const v, Harris, Turn. & R. 525, and see ib. 518, and Blesset v. Daniel, 10 Ha. 493; Great Western Rail. Co. v. Rushout, 5 De G. & Sm. 310, and further as to agreements precluding impartial yoting, ante, p. 309. POWERS OF MAJORITIES. 819 number be present at the meeting the powers in question can- Bk. ny ae i, not be exercised; and although it may be true that the required number of persons was summoned, and that the absentees could not have turned the scale, this will not render valid the acts of the majority of those actually present, for that is not such a majority as was originally contemplated (d). Passing now to the second class of differences, viz., those ee which relate to matters with which the company was never ing a change in intended to concern itself, it is to be observed that what is to pure ultra vires an incorporated company must be ultra vires the majority of the members of an unincorporated company formed for similar purposes and with similar powers, and it has been decided over and over again that no majority, however large, can lawfully engage the company in such matters against the will of even one dissentient shareholder. Each member is ~ eae entitled to say to the others, “‘I became a member in a con- change. cern formed for a definite purpose, and upon terms which were agreed upon by all of us, and you have no right, without my consent, to engage me in any other concern, or to hold me to any other terms, or to get rid of me, if I decline to assent to a variation in the agreement by which you are bound to me and Ito you.” Nor is it at all material that the new business is extremely profitable (e). This principle is applicable to al] = companies partnerships and companies, whether great or small, and is partnerships. evidently one which requires only to be stated to be at once assented to as being just. No cases upon this subject can be referred to with greater advantage than Natusch v. Irving and Const v. Harris, both of which were decided by Lord Eldon (f). In Natusch v. Irving (g), a company was formed in the early Fire and Life . ‘ I Com- part of the year 1824 for granting fire and life assurances. apdaine (d) See London and Southern Counties Freehold Land Co., 31 Ch. D. 223 ; Howbeach Coal Co. v. Teague, ville, 1 Taunt. 241; Glassington v. Thwaites, 1 Sim. & Stu. 131. (g) Gow on Partnership, App. 5 H.& N. 151; Ex parte Morrison, De G. 539. See, too, the cases cited ante, p. 305, et seq. (¢) Att.-Gen. v. Great Northern Rail. Co., 1 Dr. & Sm. 154. (f) See, too, Davies v. Hawkins, 3M. & S. 488; Fennings v. Gren- 398, ed. 3. The case is referred to at length in Partn. 316. See, also The Phenia Life Insur. Co. 2 J. & H. 441. Compare Bath’s case, 8 Ch. D. 334, where the original deed of settlement authorised the addition of other businesss. 320 Bk, III. Chap. 1. Sect. 3. into a Marine Insurance Company. Natusch v, Irving. Const v. Harris. Altering prin- ciple on which profits should be dealt with. Modern cases illustrative of these principles. MANAGEMENT OF COMPANIES. The plaintiff was one of the original subscribers. In the summer of 1824, the act of 6 Geo. 1, prohibiting companies from carrying on the business of marine insurance, was repealed, and shortly afterwards advertisements appeared in the newspapers, stating that the company would commence the business of marine insurance. The plaintiff objected to this extension of the business of the company and he instituted a suit to restrain it and obtained an injunction. In Const v. Harris (hk), the proprietors of Covent Garden Theatre agreed that the profits should be exclusively appro- priated to certain definite purposes. Afterwards, the pro- prietors of seven out of eight shares, entered into an agreement to apply the profits in a different manner, but they had not consulted the owner of the other eighth share, and he disap- proved of the alteration. It was held by Lord Eldon, that the majority had no power to depart from the terms of the original agreement; and upon a bill filed by the one dissentient member for a specific performance of that agreement, a receiver of the profits was appointed. In a long and elaborate judg- ment, Lord Eldon distinctly recognised the principle, that articles which had been agreed on to regulate the rights of the members of a company, cannot be altered without the consent of all the members (i). In modern cases the same principle has been constantly recognised and followed (k). Indeed it may be said never now to be disputed; the contest always turning on the question, whether the acts of the majority do or do not belong to the class under consideration, rather than to the question whether, if they do, the minority is or is not bound by them. With reference to the former question, it has been held not com- petent for a majority of shareholders in a company formed for the purpose of making a railway between two places, to make a railway between two other places (J); nor for the (h) Turn. & R. 496. & G. 225; Davidson’s case, 4 K. & J. (i) See Turn. & R. 517, 523. The 688 ; Smith v. Goldsworthy, 4 Q. B. judgments in this and the preceding 430; Davies v. Hawkins, 3 M. & 8. cases are well worthy of attentive 488; Auld v. Glasgow Working Men’s perusal. Building Soe., 12 App. Ca. 197. (k) See Ex parte Morgan, 1 Mac. (2) Bagshaw v. The Eastern Union POWERS OF MAJORITIES. 821 majority of the members of a fire and life insurance company Bk. II. Chap. 1. to convert the company into a marine insurance company (2) ; nor for a majority of the members of a railway company to engage it in the business of coal sellers (n); nor for a majority of the members of any company to employ the pro- perty or funds of the company otherwise than as contemplated by themselves and the other members; ¢.g., by dividing the capital amongst themselves (0), or even amongst all the share- holders whether they approve or not (p); by making presents to the directors (¢) ; by paying the costs of actions, &c., insti- tuted by or against the directors as individuals, and not as trustees or agents of the company (7); by paying dividends or interest on shares or share warrants out of capital (s); by applying the funds of the company in defraying the expenses of an application to Parliament to alter the constitution or objects of the company (t); or in the purchase of shares of Rail. Co., 7 Ha. 114, and 2 Mac. & G. 389 ; Simpson v. Denison, 10 Ha. 51. (m) Natusch v. Irving, ante, p. 319; Phenia Life Insur. Co., 2 J. & H. 441. In Rogers v. Oxford, &c., Ruil. Co, 2 De G. & J. 662, the railway company had express power to become a canal company also. (n) Att.-Gen. v. Great Northern Rail. Co.,1 Dr. & Sm. 154, Com- pare Att.-Gen. v. Great Eastern Rail. Co., 5 App. Ca. 473. (0) Menier v. Hooper's Telegraph Co., 9 Ch. 350; Griffith v. Paget, 5 Ch, D. 894. (p) Holmes v. Newcastle, Abattoir Co., 1 Ch. D. 682. (qg) York and North Mid. Rail. v. Hudson, 16 Beav. 485. See, too, Rossmore v. Mowatt, 15 Jur. 238, V.-C. K. B. (r) See Studdert v. Grosvenor, 33 Ch. D. 528; Smith v. Duke of Man- chester, 24 Ch. D. 611 ; Pickering v. Stephenson, 14 Eq. 322; Kernaghan v. Williams, 6 Eq. 228. (s) Leeds Estate, dc., Co. v. Shepherd, L.c. ce., 36 Ch. D. 787 ; Oxford Benefit Build- ing Society, 35 Ch. D. 502; Denham & Co., 25 Ch. D. 752; Flitcroft’s case, 21 Ch. D. 519 ; National Funds Assurance Co, 10 Ch. D. 118; Guinness v. Land Corporation of Ire- land, 22 Ch. D. 349; MacDoughall v. Jersey Hotel Co.,2 Hem. & M. 528. If directors have received from a share- holder any part of the money due upon his shares beyond the amount actually called up, and have agreed to pay interest on the money so advanced, interest must be paid out of capital if there are no profits out of which to pay it. This is not a reduction of capital but spending capital in payment of a lawful debt. Dale v. Martin, 11 L. R. Ir. 371; affirming 9 L. R. Ir. 498. (t) Lyde v. Eastern Bengal Rail. Co., 36 Beav. 10; Munt v. The Shrewsbury and Chester Ratl. Co., 13 Beay. 1; Sempson v. Denison, 10 Ha. 51; Vance v. The East Lancas. Rail. Co., 3 K. & J. 50, and the cases there cited. #y Sect. 3. 322 MANAGEMENT OF COMPANIES. Bk. III. Chap.1. retiring shareholders (w); or in subscribing to a public insti- Sect. 3. Invalid bye- laws. Transfer of business. — tution as the Imperial Institute (v); or in stamping, and paying for, the return of proxy papers of any kind, or in print- ing and sending out proxy papers in a form calculated to influence the votes of the shareholders (a). Upon the same principle bye-laws which are not warranted by the terms of the instrument which confers the power of making them, are altogether invalid (y); and a majority cannot, unless empowered so to do by the company’s act, charter, deed of settlement, or regulations, or by some statute, forfeit shares (z) or reduce the capital of the company (a), or issue preference shares (b). A company incorporated by charter or special act of Parlia- ment cannot delegate its powers, and cannot therefore transfer its business even fora time to another company (c); nor can the majority of the shareholders of any company bind the minority by an agreement to transfer its property and business, unless such power is authorised by the original constitution of the company (d), or by statute (e). (u) Trevor v. Whitworth, 12 App. Ca. 409; Hope v. International Fi- nancial Soc., 4 Ch. D. 327 ; Hodgkin- son v. National Live Stock Insur. Co., 26 Beav. 473, and 4 De G. & J. 422; Gregory v. Patchett, 33 Beav. 595. (v) Tomkinson v. South East. Rail. Co., 35 Ch. D. 675. (x) Studdert v. Grosvenor, 33 Ch. D. 528. (y) Calder, dc., Nav. Co. v. Pilling, 14 M. & W. 76; Adley v. Whit- stuple Co., 17 Ves. 315 ; 19 ib. 304 ; 1 Mer. 107. (2) Barton’s case, 4 Drew. 535, and 4DeG. & J. 46. (a) Smith v. Goldsworthy, 4 Q. B. 430 ; Hope v. International Financial Soc., 4 Ch. D. 327, (b) Hutton v, Scarborough Cliff Co., 2 Dr. & Sm. 514 and 521; and on appeal, 6 N. R. 10; Ashbury v. Nor is it competent for the Watson, 30 Ch. D. 376; and dis- tinguish Harrison v. Mexican Ral. Co., 19 Eq. 358 ; and South Durham Brewery Co., 31 Ch. D. 261, where an increase of capital by an issue of preference shares was authorised by articles drawn up at the same time as the memorandum of association. Although these were limited com- panies, the principles on which they were decided appear to apply to all companies. (c) Hattersley v. Shelburne, 10 W. R. 881, and 31 L. J. Ch. 873; Charl- ton v. Newcastle and Carlisle Rail. Co, 5 Jur. N. 8. 1096; Winch v. Birkenhead, ke., Rail. Co., 5 De G. & 8.562; Bemun v. Rufford, 1 Sim. N, S. 550 ; Salomons v. Laing, 12 Beav. 377. Compare Clay v. Rufford, 5 De G. & 8. 768, (d) See Ernest v. Nicholls, 6 H. L. C. 401; Era Assur. Co, 2 J. (¢) See note (e) next page. POWERS OF MAJORITIES. 323 majority of one company to purchase the assets and liabilities Bk. II. Chap. 1. of another without similar powers (/). Whence it follows that two companies cannot amalgamate with each other, unless such a transaction is authorised by the constitutions of both companies, or unless all the shareholders in both consent to the amalgamation (q). And where there is power to amalga- mate, that power must be strictly pursued, or at least there must be no substantial departure from it (h). The right of a majority of shareholders to apply to the Right of ma- Legislature or the Crown for an act of Parliament or charter for the purpose of changing the constitution of the company, has occasioned much discussion and no little difference of opinion. The right of every person to apply to Parliament or to the crown on any subject he pleases is founded upon principles of constitutional law, which are paramount to all others ; and Ward ». Society although there is an instance in which a minority of a chartered society obtained an injunction, restraining the majority from surrendering the existing charter with a view to procure a new one materially differing from it (i), the authority of this case is questionable. of one dissentient shareholder, grant an injunction restraining the application of the funds of an incorporated company in defraying the expenses of obtaining an act of Parliament altering the constitution of that company (k); but upon con- stitutional principles the Court declines to go further, and will not restrain shareholders in a company from applying at their own expense for an act which, if passed, will affect the whole & H. 400, and 1H. & M. 672. See ante, pp. 250, 258, and, further, as to amalgamating, Ex parte Bagshaw, 4 Eq. 341; Stace and Worth’s case, 4 Ch. 682; Gilbert v. Cooper, 10 Jur. 580, V.-C. E., and Shrewsbury and Birmingham Rail. Co. v. Stour Valley Rail. Co.,2 De G. M. & G. 866; European Society Arbitration Acts, 8 Ch. D. 679. (e) By § 27 of the Stannaries act, 1887 (50 & 51 Vict. c. 43), cost-book mining companies governed by that act have power to amalgamate with companies working adjoining mines. (f) See last note but one. (g) See notes (c) and (d). (h) Clay v. Rufford,5 De G. & Sm. 768. (1) Ward v. Society of Attornies, 1 Coll, 370. (k) Munt v. The Shrewsbury and Chester Rail. Co., 18 Beay. 1; Simp- son v. Denison, 10 Ha. 51; Vance v. Hast Lane. Rail. Co., 3K. & J. 50; and the cases there cited. y2 ect, 3. Amalgamation. jority to apply for power to alter nature of company. of Attornies. The Court will, however, even at the instance Such applica- tions may be made, but not at the expense of the company. 324 MANAGEMENT OF COMPANIES. Bk, III. Chap. 1. company and change its constitution ; those shareholders who Sect. 4. Recapitulation. Statutory enact- ments affecting the constitution of companies. object to the application must oppose it in Parliament (J). Recapitulating the results now arrived at, it appears— 1. That within the limits set by the original constitution of a company, the voice of a majority must prevail. 2. That it is not competent for any number of shareholders, less than all, to pass beyond those limits. 3. That it is competent for all to do so, unless they are bound together not only by agreement amongst themselves, but by some charter, letters patent, or act of Parliament, which is inconsistent with what they all desire to do. SECTION IV.—OF THE CONSTITUTION AND MANAGEMENT OF PAR- TICULAR COMPANIES. Having made these general observations on directors and shareholders, it is proposed to examine the various statutory provisions now in force relating to their powers and duties in particular companies. There are no statutory provisions which affect the consti- tution of the managing bodies, or the powers of the share- holders of companies governed by the Banking act of 7 Geo. 4, c. 46; or by the Letters Patent act of 7 Wm. 4 & 1 Vict. ¢. 73. But the enactments affecting the management of the affairs of cost-book mining companies, of companies governed by the Companies’ clauses consolidation act, 8 & 9 Vict. c. 16, and of companies governed by the Companies act, 1862, are numerous and important, and require special notice. (1) See the last cited cases, and Ware v. The Grand Junction Water- works Co., 2 R. & M. 470; and as to injunctions restraining applications to Parliament, Steele v. The North Metropolitan Rail. Co., 2 Ch. 237 ; Telford v. Metropolitan Board of Works, 138 Eq. 574; The Lancashire and Carlisle Rail. Co. v. The North- Western Ratl. Co., 2K. & J. 293; Heathcote v. The North Staffordshire Rail. Co., 2 Mac. & G. 100. See, also, Bill v. Sierra Nevada, &c., Co., 1DeG. F. & J. 177, in which an injunction to restrain an application to a foreign government was also refused. COST-BOOK MINING COMPANIES. 325 Bk. III. Chap. 1. Sect. 4. 1. Cost-book mining companies governed by the Stannaries acts, 1869 and 1887 (i). The affairs of a cost-book mining company are conducted by Duties of an agent called a purser, and by the acts above mentioned the pons following duties are imposed upon him :— 1. To enter proper accounts in the cost-book of the company every four months (7). 2. To call a meeting of the shareholders every sixteen weeks for the transaction of ordinary business, and to submit to the meeting his accounts (0). 3. To make out and send to the registration office at Truro the periodical returns required to be sent by him (p). A copy of the company’s rules and regulations is to be filed Company's rules at the office of the registrar of the vice-warden’s court, and to Ener be open to the inspection of all applicants at reasonable times (q). These rules and regulations may within certain limits be altered or added to by the company by special resolu- tions passed in accordance with the terms of the act. The company has no power to make rules or regulations incon- sistent with the act, nor to abrogate any special rules or regulations for the management of the company existing at the time when the act was passed (24 June, 1869) ; nor to make any special rule enabling a company then existing to borrow money (7). (m) The act of 1869, 32 & 33 Vict. c. 19, does not extend to companies registered under the Companies acts unless such companies are expressly mentioned or necessarily implied, § 3, while the act of 1887, 50 & 51 Vict. c. 48, does apply to such com- panies (§ 2, interpretation of the word “company” ). Moreover, while the act of 1869 applies to all mines in the Stannaries, § 3, the act of 1887 applies only to metalliferous mines and tin streaming works in that district, § 3. (n) 32 & 33 Vict. c 19, § 9, and 50 & 51 Vict. c. 43, § 28. Compare the two sections, and notice that by the latter act a penalty is imposed for any omission or false entry, §§ 23 & 24. See, as to mine club funds, § 13. (0) 50 & 51 Vict. c. 48, § 25. A penalty is imposed for any breach of duty. The accounts are to be printed and a copy sent to each shareholder, ib., § 26. (p) Ib. § 32. (q) 32 & 33 Vict. c 19, § 9, and 18 & 19 Vict. c. 32, § 22. Mest Devon Great Consols Mine, 27 Ch. D. 106. (r) 32 & 33 Vict, ¢. 19, § 7, 826 Bk, III. Chap. 1, Sect. 4. Meetings and votes. Shares. Forfeiture of shares. Relinquishment of shares. Transfer of shares. Sale and amal- gamation. MANAGEMENT OF COMPANIES. There must be an ordinary meeting of the company once every sixteen weeks (s). Resolutions at a meeting are passed by the votes of a majority in value of the share- holders present in person or represented by proxy (t). A meeting with special notice has power to make calls and audit the accounts (w). The company has power by a resolution passed at a meeting with special notice (x), to forfeit (y) shares for the non-payment of calls, after notice requiring payment has been given by the company (z). Shares when forfeited become the property of the company and may be disposed of as it thinks fit. Shareholders may relinquish their shares by notice in writing delivered to the purser, and the shares thereupon become the property of the company (a). But by the Stannaries act, 1887 (b), the relinquishment to be valid must be made at least six weeks before a resolution is passed, or an order made, for winding up the company. Forfeited and relinquished shares may be sold by the com- pany, and may be bought by the shareholders (c). A statutory declaration by the purser, that the requirements of the act, necessary to constitute a valid forfeiture or relinquishment, have been complied with, and his receipt for the purchase money, confer a good title on the purchaser (d), The company need not recognize the transfer of a share until all calls are paid (e). Nor need it recognize a fraudulent transfer (f), nor the transfer (g) nor relinquishment (hk) of a fractional part of a share. — The company has also power to sell its machinery with or (s) 50 & 51 Viet. ¢. 43, § 25. (t) 82 & 33-Vict. c. 19, § 4; for the basis on which relinquished shares are now to be valued, see ib., meaning of special resolution, see ib. § 6. (u) Th. § 10, («) For what constitutes such a meeting, see ib. § 5. (y) Ib. §§ 16 & 17, and see Rule v. Jewell, 18 Ch. D. 660. (z) For the service of notices by the company, see ib. § 8. (a) Ib. §§ 21 & 22. (b) 50 & 51 Vict, c, 43, § 22. For § 21, and see also Prosper United Mining Co, '7 Ch. 236, and Frank Mills Mining Co., 23 Ch. D. 52. (c) 82 & 38 Vict. c. 19, §§ 18 & 21, (d) Th. §§ 19 & 23, (e) Ib. § 14. (f) Ib. § 35, and see Chynoweth’s ease, 15 Ch. D. 13. (g) Tb. § 15. (h) Tb. § 22. UNDER THE COMPANIES CLAUSES CONSOLIDATION ACT. 827 without its interest in the leases of its mines (i), and to amal- Bk. ee 1. gamate with a company working an adjoining mine (4). Ss 2. Companies governed by 8 & 9 Viet. c. 16. First, as to the managing body. - The Companies’ clauses consolidation act contains several 1. Directors important provisions relating to the appointment, rotation, Samet powers, and proceedings of directors of the companies to § &? Viet which the act applies (J). The special act of such a company is supposed to fix the number of its directors, and this number cannot be varied except within such limits as may be thereby allowed (m). A certain number of the directors are required to retire from office in rotation every year, so that all the directors may be changed every three years; the persons to retire are to be determined by the directors by ballot if they do not otherwise agree; but the persons to take their place are to be elected by the shareholders (nr). The directors may be removed by the shareholders at a general meeting (0). Occasional vacancies are to be supplied by the directors them- selves (p). In order that a person may be eligible as a director he must be a shareholder, and hold as many shares as may be required by the company’s special act (q). Moreover, it is expressly declared that no person holding an office or place of trust or profit under the company, or interested in any contract with the company, is capable of being a director (r); and that if any director accepts or holds any other office or place of trust or profit under the company, or is directly or indirectly concerned in any contract with the company, or (4) Ib. § 24. and cases there cited. (k) 50 & 51 Vict. c. 43, § 27. — (n) 8 & 9 Viet. c. 16, §§ 88, 83, 84, Notice that the majority necessary (0) § 91. Isle of Wight Ratl. Co. to pass the special resolution in these v. Tahourdin, 25 Ch. D. 320. two cases is different. (p) Tb. § 89. (1) See 8 & 9 Vict. c. 16, §§ 81 to (q) Ib. § 85. See Portal vy. 100. Emmens, 1 C. P. D, 221 and 664 ; (m) Ib. §§ 81 & 82. See on the Kincaid’s case, 11 Eq. 192 ; Forbes’s construction of such acts, Portal vy. case, 19 Eq. 333. Emmens, 1 C. P. D, 201 and 664, (r) Th. § 85, 328 Bk. TIT. Chap. 1. Sect. 4. Contracts be- tween directors and company, Foster v. Oxford Railway Com- pany. Nature of disqualifying contract, MANAGEMENT OF COMPANIES. participates in the profits of any work to be done for it, or ceases to be the holder of the prescribed number of shares, then his office shall become vacant, and he shall cease from voting or acting as a director (s). But an exception is made as regards a director whose only interest in a contract with the company arises from his having shares in another company with which such contract is made (t). These provisions do not, like the similar clauses of the re- pealed act of 7 & 8 Vict. c. 110 (w), render void a contract made between a director and the company, unless such con- tract is confirmed by the shareholders; and it was held in Foster v. The Oxford Railway Company (x), that under the act 8 & 9 Vict. c. 16, such a contract was not void. But it must not be forgotten that, although the act does not ex- pressly invalidate contracts of this description, there is a well- established equitable principle which precludes any person whose duty it is to take care of others, from binding them by any bargain entered into on their behalf with himself, unless all the circumstances relating to such bargain are fully and clearly explained to them (y). With respect to the nature of the contracts which disqualify a person interested in them from being a director, it has been held, that they must be contracts made with the company in the prosecution of its undertaking; and that there is nothing to prevent a banker of a company from being one of its directors (z). (s) 8 & 9 Vict. c. 16, § 86. (t) Ib. § 87. (vu) See 7 & 8 Vict. ¢. 110, § 29. The following decisions upon that section may be usefully referred to. Ernest v. Nicholls, 6 H. L. C. 401; Curtets v. Anchor Insur. Co., 2 H. & N. 537; Poole v. National, dc, Assur. Society, ib. 687; He parte Stears, Johns. 480; Stears v. South Essex Gas Co, 9 C. B. N. S. 180. See as to the purchase of shares by directors, Hodgkinson y. Nut. Live Stock Insur. Co., 26 Beav. 473, and 4 De G. & J. 422; Lane’s case, 1 De G, J. & 8, 504 ; and as to loans, Teversham v. Cameron’s, d&c., Rail. Co., 3 De G. & S. 296; Murray's Executors’ case, 5 De G. M. & G. 746 ; Baker’s case, 1 Dr. & Sm. 55 ; Bluck v. Mallalue, 27 Beav. 398; British Prov. Ass. Society v. Norton, 3 N. R.147; Paul and Beresford’s case, 33 Beav. 204, (z) 13 C. B. 200. But query this case, see Aberdeen Rail. Co. v. Blaikie, 1 McQu. 461; Flanagan v. G. W. Rail. Co., 7 Eq. 116, in which such contracts were held invalid. (y) See infra, Ch. 2, § 2, duties of directors. (%) Sheffield and Manchester Rail, UNDER THE COMPANIES CLAUSES CONSOLIDATION ACT. 829 To return to the act. The directors have the management Bk. ee 1. of the affairs of the company, with the exception of such as a. are required to be transacted by a general meeting (@). directors, They are subject to the control of a general meeting specially convened for the purpose, but no resolution of any such meeting renders invalid what may have been done before the resolution passed (b). The directors are required to hold meetings at such times as they shall appoint, and they are empowered to adjourn such meetings as they may think proper (c). Any two directors may require a meeting of direc- tors to be called (c). One-third of the whole number of directors constitutes a quorum, unless some other quorum is prescribed by the company’s special act (c). All questions at any meeting are determined by a majority of votes of the directors present, and, in case of an equality of votes, the chairman has a casting vote (c). A chairman is required to be elected, and the elected chairman continues in office for a year (d@). A deputy-chairman may be elected, if the directors think fit, and vacancies in the office of chairman and deputy- chairman are to be filled up (e). In case of the absence at any meeting of the chairman and deputy-chairman, the directors present are to choose one of their number to be a chairman for that meeting (/). The directors are authorised to delegate their powers to one Delegation of or more committees (g). Members of committees must act in?” concert and not delegate their powers to one of their number (h). The mode in which contracts are to be made on behalf of Contracts by the company has been already explained (2). nee The directors are required to cause to be entered in proper Duty to keep books, notes or minutes of all appointments and contracts made Peden by them, and of the orders and proceedings of all meetings of Co. v. Woodcock, 7 M. & W. 574. (d) Tb. § 93. The cases referred to above, in note (e) Ibid. (u), may be usefully consulted on (f) Ib. § 94. this head. See also Lewis v. Carr, (g) Ib. §§ 95 & 96. See D'Arcy 1 Ex. D. 484. v. Tamar Rail. Co., L. R. 2 Ex. 158, (a) 8 & 9 Vict. c, 16, § 90. See, where a bond was sealed without as to this, § 91, and infra, p. 332. authority. (6) Ib. § 90. (h) Cook v. Ward, 2 CG. P. D. 255. (c) Ib. § 92. See infra, note (y). (+) Ib. § 97; see ante, p. 226, 330 MANAGEMENT OF COMPANIES, Bk, IIT, wa 1.the company, and of the directors and their committees (j). Sect. 4. Acts of de facto directors valid. Indemnity of directors. Duty to take security from subordinate officers, 2. Shareholders in companies governed by 8 & 9 Vict. vc. 16. All entries are to be signed by the chairman of the meeting at which they are made, and entries so signed are receivable in evidence without any preliminary proof (hk). The proceedings of de facto directors are not invalid, although, it may afterwards be discovered that there was some defect in their appointment, or that they were disqualified (J). The directors are not personally liable for what they may lawfully do on behalf of the company, and they are entitled to be indemnified by the company against all costs, charges, and expenses properly incurred by them in the exercise of the powers entrusted to them (m). The directors are required to take security from every person entrusted with the custody or control of the monies of the company (n); and they are empowered to demand from every officer employed by the company an account of all monies received by him on behalf of the company and the delivery up of all receipts and vouchers, and payment of the balance which may appear to be owing from him on such account (0). A summary remedy is provided in case such a demand is not complied with (p), and also against any officer believed to be about to abscond without accounting (q). Secondly, as to the shareholders. Ordinary general meetings of the shareholders are to be held twice a year, viz., in February and August, unless the company’s act otherwise directs (7). Extraordinary general meetings may at any time be convened by the directors (s); but provision is also made for convening such meetings at the instance of the (j) 8 & 9 Vict. c. 16, § 98. Coventry, 8 De G. M. & G. 835. (k) Ib, See as to this, Miles v. Decree on appeal, clause 6, as to Bough, 3 Q. B. 845, and other cases the effect of not observing such noticed ante, p. 312, clauses. (2) Ib. § 99. Fora discussion as (0) Tb. § 110. to the effect of such a clause, see (p) Tb. §§ 111 & 112. Newhaven Local Board v. Newhaven (~ Ib. § 113. School Board, 30 Ch. D. 350. (r) Ib. § 66. (m) Tb. § 100. (s) Ib. § 68. (mn) Ib § 109. See Hvans v. UNDER THE COMPANIES CLAUSES CONSOLIDATION ACT. 331 shareholders (¢). In order to constitute a meeting, there must Bk. ae 1. be present, either personally or by proxy, the quorum prescribed by the special act; and where no quorum is prescribed, then shareholders, holding in the aggregate not less than one- twentieth of the capital of the company, and being in number not less than one for every 5001. of such required proportion of capital, unless such number would be more than twenty, in which case twenty shareholders, holding not less than one- twentieth of the capital of the company, shall be the quorum (u). Every meeting is to be presided over by a chairman, viz., by the chairman of directors, or in his absence, by the deputy- chairman, or in the absence of both, by a director chosen by the meeting, or in the absence of all the directors, by a share- holder similarly chosen (x). Fourteen days’ public notice, at least, of all meetings are to Notices of be given by advertisement (y); and every notice of an extra- as ordinary meeting is to specify the purpose for which the meeting is called (s); and if any matters, except such as are authorised by the legislature to be done at an ordinary meeting, are to be transacted at such a meeting, the notice convening that meeting must state what those matters are (a). The shareholders present at any meeting are to proceed with the business to transact which the meeting shall have been con- vened, and with no other business ; and no business is to be transacted at an adjourned meeting except that left unfinished at the first meeting (0). No shareholder is entitled to vote, unless all the calls upon Votes of share- his shares have been paid (c); but with this qualification, and 2 except where the company’s special act otherwise provides, every shareholder is entitled to one vote for every share he holds up to ten, and to one additional vote for every additional five shares up to one hundred, and to an additional vote for every ten shares beyond the first hundred (d). Voting by (t) 8&9 Vict. c. 16, § 70. (2) Thid. (uw) Ib. § 72. For some purposes (a) Th. §§ 67, 71, 138. a less quorum is sufficient, see the (b) Ib. § 74, and see §§ 67 & 69, § 72. (c) Tb. § 75. (x) Ib. § 73. (d) Ibid. (y) Ib. § 71, and see § 138. 332 Bk, ITI. Chap. 1. Sect. 4. Election of officers, Other powers of shareholders, Sealing register. MANAGEMENT OF COMPANIES. proxy is allowed, subject to certain regulations, easily com- plied with (e); and every proposition is determined by a majority of votes, the chairman having the casting vote in case of an equality(f). Where a share is registered in the names of more persons than one, he whose name stands first on the register is to be treated as the shareholder for all purposes of voting (g). Lunatic shareholders are entitled to vote by their committees, and infant shareholders by their guardians (kh). In case of a dispute as to whether any reso- lution has been passed by the required majority, a poll may be demanded; but if no poll is demanded the decision of the chairman is final (7). The shareholders elect the directors (k); but occasional vacancies occurring among them may be filled up by the con- tinuing directors (1). The shareholders also appoint the audi- tors, and determine the remuneration of the directors, auditors, treasurer, and secretary, the amount of money to be borrowed on mortgage, and the extent to which the company’s capital may be augmented (m). Dividends, moreover, can only be de- clared at a general meeting of the shareholders (n). The share- holders can also, at a meeting specially convened for the pur- pose, make regulations for the conduct of the directors (0); or remove them(p). The power of making bye-laws may be exercised by the directors, subject to the control of the share- holders (q). The company’s register of shareholders is to be authenticated (ec) 8 & 9 Vict. c. 16, §§ 76 & 77, and 51 & 52 Vict. c. 48. See ante, p. 309. (f) 8&9 Vict. c. 16, § 76. (g) Ib. § 78. (h) Ib. § 79. (7) Tb. § 80. (k) Ib. §§ 83 &91. As to removal, see ante, p. 327. (2) Ib. § 89. (m) Ib. § 91. See, too, as to auditors, §§ 101 & 104, and as to borrowing money, § 38, et seg. A company must pay its secretary for his services, although his remune- ration may not have been fixed at a general meeting, Bill v. Darenth, dc., Rail. Co., 1 H. & N. 305. (n) 8 & 9 Vict. c. 16, § 91. (0) Ib. § 90. (p) $91. Isle of Wight Rail. Co. v. Tahourdin, 25 Ch. D. 320. (q) Ib. §§ 90 & 124. The bye- laws must be under seal. A justice of the peace who is a shareholder cannot convict for a breach of a bye-law, R. v. Hammond 3.N, R. 140, UNDER THE COMPANIES AcT, 1862. 833 by the seal of the company at the ordinary general meetings of Bk. ee ae 1, shareholders (r). — Shares cannot be forfeited for non-payment of calls without Forfeiture of the sanction of a general meeting of shareholders (s). ae The shareholders have a right to inspect and take copies Right to inspect of (j— books, &c. The shareholders’ address-book (w). The register of mortgages and bonds (z). The register of consolidated stock (y). . The register of debenture stock (2). . The company’s books of account (a). oe po . The company’s special act (b). They have also a right to have copies of, or of any part of the shareholders’ address-book, and the company’s books of account, and special act (c). Copies of the company’s special act may always be seen by any person interested (d). 8. Companies governed by the Companies act, 1862. The constitution of a company formed under the act of Constitution of 1862 is determined by its memorandum of association and its S™Pany formed articles, to copies of which the members are entitled (e). Both the memorandum and the articles bind the members as if they had signed and sealed them, and had covenanted to observe their conditions, subject to the provisions of the act(f). The memorandum of association defines the nature and objects of the company, and cannot be altered in these respects, although (r) 8 & 9 Vict. c. 16, § 9. (2) 26 & 27 Vict. c. 118, § 28. (s) Ib. §§ 31 & 82. See wmfra, Mutter v. Eastern Midlands Rail. Oo., book iii. c. 6, as to forfeiture of 38 Ch. D, 92. shares. (a) 8 & 9 Vict. c& 16, §§ 117 & (t) See as to this, Mutter v. Eastern 119. Midlands Ratl. Co., 38 Ch. D. 92, (b) Ib. § 161. noticed ante, p. 314. (c) Ib. §§ 10, 119, 161. (uw) Ib. § 10. (d) Ib. § 161. Printed copies can (x) Ib. § 45. be bought of the Queen’s printers, (y) Ib. § 63. Holland v. Dickson, (c) 25 & 26 Vict. c. 89, § 19. 37 Ch. D. 669. (f) Ib. §§ 11 & 16. 334 Bk. III. Chap. 1. Sect. 4. Constitution of existing com- panies registered under the act. MANAGEMENT OF COMPANIES. it may in some others (g). The articles contain regulations for the management of the company’s affairs, and may be altered from time to time by a special resolution of the mem- bers (hk), notwithstanding any article to the contrary (i). But neither the articles themselves nor the power of altering them authorises any alteration of the constitution of the company, as defined by the memorandum of association (k); ¢.g., the issue of preference shares (1), the payment of dividends out of capital(m) ; the purchase of its own shares (n); the issue of shares at a discount (0); or the reduction of capital otherwise than as allowed by the Companies acts, 1867, 1877, and 1880, which will be referred to hereafter (p). The constitution of an existing company, registered but not formed under the act of 1862, is determined by the act of Par- liament, letters patent, deed of settlement, or other instrument creating or regulating the company. This constitution, so far as it is fixed by act of Parliament or letters patent, is only alter- able by the legislature or the Crown, as the case may be (q); (g) Ib. § 12. See, also, as to the liability of the directors, 30 & 31 Vict, c. 131, § 8; as to reducing capital, ib. § 9, et seq., amended by 40 & 41 Vict. c. 26; as to sub- dividing shares, ib. § 21; as to declaring that a portion of the capital shall not be called up except in the event of a winding- up, 42 & 43 Vict. c. 76, § 5; as to returning profits in reduction of paid-up capital, 43 Vict. c. 19, §§ 3-6. See, also, 28 & 29 Vict. o. 78, § 3, amended by 33 & 34 Vict. ¢. 20, which enables certain companies to restrict their objects in order to avail themselves of the privileges of issuing transferable mortgage debentures under that act. (h) § 50. Sheffield Nickel Co. v. Unwin, 2 Q. B. D. 214. (t) Walker v. London Tramways Co., 12 Ch. D. 705. (k) Ashbury Rail. Carriage Co. v. Riche, L. R. 7 H. L. 653; Ashbury v. [Vateon, 80 Ch. D, 376, 28 Ch. D. 56, and ante, p. 164. (l) Hutton v. Scarborough Hotel Co., 2 Dr. & Sm. 521; Ashbury v. Watson, 30 Ch. D. 376; and dis- tinguish Harrison v. Mexican Rail. Co., 19 Eq. 358; South Durham Brewery Co., 31 Ch. D. 261, ante, p. 322, note (b). See infra, c. 3, § 1. (m) Guinness v. Land Corporation of Ireland, 23 Ch. D. 349. (n) Trevor v. Whitworth, 12 App. Ca. 409, disapproving of the reason- ing of the Court of Appeal in Dronfield Silkstone Coal Co., 17 Ch. D. 76; Taylor v. Pilsen, &e., Light Co., 27 Ch. D, 270, must be con- sidered as overruled on this point. (0) Almada yv. Tirito Co., 38 Ch. D. 415 ; New Chile Gold Mining 0o., ib. 475 ; Addlestone Linoleum Co, 37 Ch. D. 191. Plaskynaston Tube Co., 23 Ch. D. 548, and Ince Hall Rolling Mills Co., ib. 545 note, are overruled. (p) Hope v. International Finan- cial Soc., 4 Ch. D. 327. (yg) 25 & 26 Vict. c, 89, § 196, cl. UNDER THE COMPANIES AcT, 1862. 885 nor can the members change the constitution of the company Bk. Te 1. in any of those matters which, had it been formed under the act of 1862, would have been unalterable by its members (7). But those regulations which are not contained in any act of Parliament or letters patent, and which, if the company had been formed under the act of 1862, might have been altered by its members, may be altered by a special resolution of the members of an existing company, after its registration under the act (s). A company registered: under the act as an unlimited com- Power to change pany can now be converted into a limited company under the oe provisions of the Companies act, 1879 (t). Very little is to be found in the act relating to the powers of Management directors, or to the internal management of a company’s affairs. Se mae These matters are for the most part left to be provided for by each company as it may deem proper, and are accordingly dealt with in Table A. The act of 1862, however, requires that a general meeting Provisions of of members shall be held once a year at least (u), and the ** amendment act requires that every company formed under the act of 1862, after the 1st of September, 1867, shall hold a general meeting within four months after its memorandum of association is registered (7). Moreover, the act of 1862 enables the members, by a special resolution, the meaning of which is defined (x), 1. to alter the constitution and regulations of the company to the extent already pointed out; 2. to appoint inspectors to examine into the affairs of the company (y) ; and 38. to have the company wound up (z). The act, further, renders the keeping of proper minutes compulsory, and enacts that, until the contrary is proved, meetings and proceedings, of which minutes shall be properly made, shall be considered 3&4, See, also, 30 & 31 Vict.c. Gibson v. Barton, L. R. 10 Q. B. 181, $4 329. (r) § 196, cl. 6. (v) 30 & 81 Vict. c. 131, § 39, (s) § 196, and see § 176, as to (x) 25 & 26 Vict. c. 89, § 51. companies governed by Table B. of (y) § 60. the act of 1856. (2) §§ 79 & 129. The members (t) 42 & 43 Vict. c. 76,§§ 4&5. of unregistered companies have not (u) 25 & 26 Vict. c. 89, § 49. this power, see § 199. 336 MANAGEMENT OF COMPANIES. Bk. cae le 1. as duly convened and transacted, and that all appointments of -— directors, managers or liquidators, shall be deemed valid, and that all their acts shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications (a). Examination of, | For the greater protection of the members of companies the company’s affairs by inspectors, act contains some very important provisions, enabling not only the members (), but also, on their application, the Board of Trade to appoint inspectors to examine into and report upon the affairs of all companies registered under the act (c). A copy of the report of the inspectors, sealed with the seal of the company, is also made admissible in any legal proceeding as evidence of their opinion on any matter contained in their report (d). Provisions of Passing now to the regulations in Table A., the following Table A. s : ; ‘ rules will be found respecting the managing bodies and the members of companies to which that Table applies. First, as regards the managing body. Directors. The business of the company is to be managed by the Table A, directors, and, in case of any vacancy in their body, by those who continue in office (Table A., Nos. 55 and 56). The powers of the directors are, however, subject not only to the provisions of the act, but also to the company’s regula- tions (ib.), which, as before observed, may be altered by special resolution. What is done by de facto directors is valid, notwithstanding the subsequent discovery of a defect in their appointment or of their disqualification (No. 71, and § 67 of the act) (e). The directors are the proper persons to make calls (No. 4), forfeit shares (Nos. 17 and 22), and appoint the first auditors (a) 25 & 26 Vict. c. 89,§ 67. See Coal Co. v. Teague, 5 H. & N. 151, ante, p. 312, where the defect in the appointment (b) § 60. of directors was held not to be cured (c) §§ 56-59. by a clause of this nature. Compare (d) § 61. Murray v. Bush, L. R. 6 H. L. 37, (e) See ante, p. 300, Newhaven which turned on a similar clause in Local Board v. Newhaven School 7 & 8 Vict. ¢. 110, § 30, Board, 30 Ch. D. 350; and Howbeach UNDER THE COMPANIES ACT, 1862. 3387 (No. 84). But the directors cannot, without the sanction of Bk. oe the members, convert shares into stock (No. 28), increase the ————-—— capital by issuing new shares (No. 26), or declare dividends (No. 72). Until directors are appointed the subscribers of the memo- Appointment randum of association are the directors (Table A., No. 53), ae and are the persons to determine the number and names of the first directors (No. 52). This number may afterwards be varied by the members (No. 63). At the first ordinary meet- ing of the members, after the registration of the company, the whole, and in every subsequent year one-third, of the directors, must retire (No. 58). In case of any dispute as to who shall retire in the first two years after the first, the per- sons to retire must be determined by ballot (No. 59); but afterwards those who have been longest in office must retire (No. 59). an 47 & 48 Vict. c. 43. 46 & 47 Vict.c. 30 The Companies (Colonial Register) act. 25 & 26 vict. c. 89.—PRELIMINARY. 983 No. V. THE COMPANIES ACTS, 1862—1886. THE COMPANIES ACT, 1862. 25 & 26 Vict. Cap, 89.* An act for the incorporation, regulation, and winding up of trading com- panies and other associations. [7th August, 1862.] WHEREAS it is expedient that the laws relating to the incorporation, Appznpix V. regulation, and winding up of trading companies and other associations should be consolidated and amended: be it therefore enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present parliament assembled, and by the authority of the same, as follows : Preliminary. 1. This act may be cited for all purposes, as ‘‘ The Companies act, Short title. 1862.” 2, This act, with the exception of such temporary enactment as is Commencement hereinafter declared to come into operation immediately (a), shall not °f act. come into operation until the second day of November, one thousand eight hundred and sixty-two ; and the time at which it so comes into operation is hereinafter referred to as the commencement of this act. 3. For the purposes of this act, a company that carries on the business Definition of of insurance in common with any other business or businesses shall be insurance com- deemed to be an insurance company (b). pany. 4, No company, association, or partnership consisting of more than ten Prohibition of persons shall be formed, after the commencement of this act, for the ed alate os purpose of carrying on the business of banking (c), unless it is registered i ee sa as a company under this act, or is formed in pursuance of some other act [20 Vict. c. 47 of Parliament or of letters patent ; and no company, association, or partner- § 4, and 21 Vict. ship consisting of more than twenty persons shall be formed, after,the c. 14, § 3, and commencement of this act, for the purpose of carrying on any other © 49, §13.] business that has for its object the acquisition of gain (d) by the company, * The references in the margins of the sections are to the corresponding sections of the repealed Acts. The sections referred to have seldom been incorporated without some alteration of more or less importance. (a) See § 209. W. R. 188. See ante, pp. 114, 135. (b) See ante, p. 114. (d) See 10 Ch. 546, 7. See ante, (c) See District Savings Bank, 10 p. 114. 9384 THE COMPANIES ACT, 1862. ApPENDIx V. association, or partnership, or by the individual members thereof, unless ~~~" it is registered as a company under this act, or is formed in pursuance of some other act of Parliament, or of letters patent, or is a company engaged in working mines within and subject to the jurisdiction of the Stan- naries (e). Division of act. 5. This act is divided into nine parts, relating to the following subject matters : The first part.—To the constitution and incorporation of companies and associations under this act : The second part.—To the distribution of the capital and liability of members of companies and associations under this act : The third part.—To the management and administration of com- panies and associations under this act : The fourth part.—To the winding up of companies and associations under this act : The fifth part.—To the registration office : The sixth part.—To application of this act to companies registered under the Joint-stock companies acts ; The seventh part.—To companies authorised to register under this act : The eighth part.—To application of this act to unregistered com- panies : The ninth part. To repeal of acts and temporary provisions. PART I. CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. Memorandum of association (f ). Mode of forming 6, Any seven or more persons associated for any lawful purpose may, companys by subscribing their names to a memorandum of association, and other- [25 Vict. c. 47, wise complying with the requisitions of this act in respect of registration, § 8. form an incorporated company, with or without limited liability (g). Mode of limiting 7, The liability of the members of a company formed under this act meenr eit may, according to the memorandum of association, be limited either to the cee amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up. Memorandum of | 8. Where a company is formed on the principle of having the liability association of a of its members limited to the amount wnpaid on their shares, hereinafter ae referred to as a company limited by shares, the memorandum of associa- [20 Viet, c. 47 tion shall contain the following things ; (that is to say,) (h). a 65] °° (1.) The name of the proposed company, with the addition of the word “ Limited” as the last word in such name (7) : (e) See p. 114. ante, p. 117. (f) For Forms, see Sched. 2. See (A) See § 179, cl. 1. ante, p. 117. (i) See ante, p. 116, (g) See Form A. in Sched. 2. See 25 & 26 vict. cap. 89.—PART I. CONSTITUTION, ETC. 935 (2.) The part of the United Kingdom, whether England, Scotland, Aprenpix V. or Ireland, in which the registered office of the company is proposed to be situate : (3.) The objects for which the proposed company is to be estab- lished : (4.) A declaration that the liability of the members is limited : (5.) The amount of capital with which the company proposes to be registered divided into shares of a certain fixed amount: Subject to the following regulations : (1.) That no subscriber shall take less than one share : (2.) That each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes. 9. Where a company is formed on the principle of having the liability Memorandum of -of its members limited to such amount as the members respectively under- association of a ‘take to contribute to the assets of the company in the event of the same ea a being wound up, hereinafter referred to asa company limited by guarantee, ue ie ithe memorandum of association shall contain the following things (&) ; (that ds to say,) (1.) The name of the proposed company, with the addition of the word ‘‘ Limited” as the last word in such name (J) : (2.) The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate : (3.) The objects for which the proposed company is to be established : (4.) A declaration that each member undertakes to contribute to the assets of the company in the event of the same being wound up, during the time that he is a member, or within one year after- wards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the com- pany, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount. 10. Where a company is formed on the principle of having no limit Memorandum of ‘placed on the liability of its members, hereinafter referred to as an un- association of an ‘limited company, the memorandum of association shall contain the Buena eo ‘following things (m) ; (that is to say,) ae ooh (1.) The name of the proposed company : § 10.) . & 47, (2.) The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate : (3.) The objects for which the proposed company is to be established. Stamp, signa- 11. The memorandum of association shall bear the same stamp as if it oe and effect “were a deed, and shall be signed by each subscriber (n) in the presence of a i aan .and be attested by, one witness at the least, and that attestation shall be [20 Vict. ¢ e a sufficient attestation in Scotland as well as in England and Ireland : it gg 7 and 11.] , :shall, when registered, bind the company and the members thereof to the (k) See Forms B. and C. Sched. 2; (m) Form D, in Sched. 2; and see, as and as to the capital, see § 14. to capital, § 14. (2) See, as to associations not having (n) Signature by an agent is sufficient, gain for their object, 30 & 31 Vict. Whitley Partners, Limited, 32 Ch. D. c. 181, § 28; and ante, p. 114. 337. 936 APPENDIX VY. Power of certain companies to alter memoran- dum of associa- tion. [20 Vict. c. 47, §§ 13 and 37.] Power of com- panies to change name. Regulations to be prescribed by articles of asso- ciation. [20 Vict. «. 47, § 9.] THE COMPANIES Act, 1862. same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this act (see § 16). 12. Any company limited by shares may so far modify the conditions contained in its memorandum of association, if authorised to do so by its regulations as originally framed, or as altered by special resolution in manner hereinafter mentioned (0), as to increase its capital, by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock ; but, save as aforesaid, and save as is hereinafter provided in the case of a change of name (7), no alteration shall be made by any company in the conditions contained in its memo- randum of association (¢q). 13. Any company under this act, with the sanction of a special resolu- tion of the company passed in manner hereinafter mentioned (r), and with the approval of the Board of Trade, testified in writing under the hand of one of its secretaries or assistant secretaries, may change its name (s) ; and upon such change being made the registrar shall enter the new name on the register in the place of the former name, and shall issue a certifi- cate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company ; and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name. Articles of association. 14. The memorandum of association may, in the case of a company limited by shares, and shall, in the case of a company limited by guarantee or unlimited, be accompanied, when registered, by articles of association (t) signed by the subscribers to the memorandum of association, and prescrib- ing such regulations for the company as the subscribers to the memorandum of association deem expedient ; the articles shall be expressed in separate paragraphs numbered arithmetically : they may adopt all or any of the provisions contained in the Table marked A. in the first schedule hereto : they shall, in the case of a company, whether limited by guarantee or unlimited, that has a capital divided into shares, state the amount of capital with which the company proposes to be registered (uv), and in the (0) See §§ 50 and 51. (p) See §§ 13 and 20. (qg) The memorandum of association may be altered in some other respects, see ante, pp. 334 and 348; and 28 & 29 Vict. c. 78, § 3, as to mortgage deben- tures; 30 & 31 Vict. c. 131, § 9 e seg., and 40 & 41 Vict. c. 26, 43 Vict. c. 19, and ante, p. 402, as to reduction of capital, and 30 & 81 Vict. v. 181, §§ 21 and 22 as to subdivision of shares, and ante, p. 405. See as to altering the regulations of the company, §§ 50, 176, and 196 ; and see ante, pp. 324, 343. (r) See § 51. (s) See, further, as to changing name, § 20, and ante, p. 112. (t) See Forms B. and C. in Sched. 2. See ante, p. 118. (u) The capital of companies limited by shares appears in the memorandum of association. See § 8. 25 & 26 vict. cap, 89.—PART I, CONSTITUTION, ETC. 937 case of a company, whether limited by guarantee or unlimited, that has Appenprx V. not a capital divided into shares, state the number of members with which ~~ the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration: in a company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber shall take one share at the least, and shall write opposite to his name in the memorandum of association the number of shares he takes. "15. In the case of a company limited by shares, if the memorandum of Application of association is not accompanied by articles of association, or in so far as Table A. the articles do not exclude or modify the regulations contained in the [20 Vict. v. 47,. Table marked A. in the first schedule hereto, the last-mentioned regula- § 9-1 tions shall, so far as the same are applicable, be deemed to be the regula- tions of the company in the same manner and to the same extent as if they had been inserted in articles of association, and the articles had been duly registered. 16. The articles of association shall be printed ; they shall bear the same Stamp, signa- stamp as if they were contained in a deed, and shall be signed by each ture, and effect. subscriber in the presence of, and be attested by, one witness at the least, ee and such attestation shall be a sufficient attestation in Scotland as well as Fe in England and Ireland; when registered, they shall bind the company tet and the members thereof to the same extent as if each member had sub- : scribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of- himself, his heirs, executors, and administrators to conform to all the regulations contained in such articles, subject to the provisions of this act (x); and all moneys payable by any member to the company, in pursuance of the conditions and regu- lations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt (y). General provisions. 17. The memorandum of association (z) and the articles of association, if Registration of any, shall be delivered to the registrar of joint-stock companies hereinafter eee mentioned, who shall retain and register the same: there shall be paid to articles of asso- the registrar by a company having a capital divided into shares, in respect ciation, with of the several matters mentioned in the Table marked B. in the first fees as in schedule hereto, the several fees therein specified, or such smaller fees as tebe BOF ; as 2 able C. the Board of Trade may from time to time direct ; and by a company not : having a capital divided into shares, in respect of the several matters men- ret edd tioned in the Table marked C. in the first schedule hereto the several fees“ “* therein specified, or such smaller fees as the Board of Trade may from time to time direct ; all fees paid to the said registrar in pursuance of this act shall be paid into the receipt of her Majesty’s exchequer, and be carried to the account of the consolidated fund of the United Kingdom of Great Britain and Ireland. (x) See as to the nature of the contract entered into by becoming a member, Eley v. Positive, dc., Ass. Co. 1 Ex. D. 88; Browne v. La Trinidad, 37 Ch. D. 1; Wheal Buller Consols, 38 Ch. D. 42; Boston Deep Sea Fishing Co. v. Ansell, 39 Ch. D. 889 ; ante, pp. 147, 8. (y) See § 75. (z) 51 Vict. c. 8, § 11, requires a statement of the nominal capital to be sent to the registrar, and imposes an ad valorem stamp duty of 2s. per £100. 9388 APPENDIX V. Effect of regis- tration. {20 Vict. ¢. 47, § 13, and 21 Vict. c. 14, § 4.] Copies of memo- randum and articles to be given to mem- ders. {20 Vict. c. 47, § 27, and 21 Vict. c. 14, §10.] Prohibition against identity of names in -companies, [20 Vict. c. 47, §6.] Probibition -against certain -companies hold- ing land. [20 Vict. «. 47, § 38.] THE COMPANIES AcT, 1862. 18. Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this act or by the desire of the parties to be registered, the registrar shall certify under his hand that the company is incorporated, and in the case of a limited company that the company is limited : the subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, shall thereupon be a body corporate by the name contained in the memorandum of asso- ciation, capable forthwith of exercising all the functions of an incorpo- rated company, and having perpetual succession and a common seal with power to hold lands (a), but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as is hereinafter mentioned : a certificate of the incorporation of any company given by the registrar shall be conclusive evidence that all the requisitions of this act in respect of registration have been complied with (0). 19. A copy of the memorandum of association, having annexed thereto the articles of association, if any, shall be forwarded to every member, at his request, on payment of the sum of one shilling or such less sum as may be prescribed by the company for each copy ; and if any company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member, in pursuance of this sec- tion, the company so making default shall for each offence incur a penalty not exceeding one pound. 20. No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive, except in a case where such sub- sisting company is in the course of being dissolved and testifies its consent in such manner as the registrar requires ; and if any company, through inadvertence or otherwise, is, without such consent as aforesaid, registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first- mentioned company may, with the sanction of the registrar, change its name ; and upon such change being made the registrar shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case ; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company ; and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name (c). 21. No company formed for the purpose of promoting art, science, religion, charity, or any other like object, not involving the acquisition of gain by the company or by the individual members thereof, shali, without the sanction of the Board of Trade, hold more than two acres of land ; but the Board of Trade may, by licence (¢), under the hand of one of their (a) As to companies not having gain $13; and see ante, pp. 112, 118, and for their object, see § 21, and ante, p.114. Rk. +. Registrar of Friendly Societies, (6) See, as to this, p. 111; see, also, L. R.7 Q.:B. 741. § 192. (d) See Form F. in Sched. 2. (c) See, further, as to changing name, 25 & 26 vicr. cap. 89.—PART II. DISTRIBUTION, ETC. 939 principal secretaries, or assistant secretaries, empower any such company Appmnprx V. to hold lands in such quantity and subject to such conditions as they ~~ think fit. PART II. DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. Distribution of capital. 22. The shares or other interest of any member in a company under Nature of inte- this act shall be personal estate (e), capable of being transferred in rest in company. manner provided by the regulations of the company (f), and shall not be [20 Vict. v. 47, of the nature of real estate ; and each share shall, in the case of a company § 15.] having a capital divided into shares, be distinguished by its appropriate number (g). 23. The subscribers of the memorandum of association of any company Defnition of under this act shall be deemed to have agreed to become members of the ‘‘ member.” company whose memorandum they have subscribed, and upon the regis- [20 Vict. c. 47, tration of the company shall be entered as members on the register of §§ 8 and 19.] members hereinafter mentioned ; and every other person who has agreed to become a member of the company under this act, and whose name is entered on the register of members, shall be deemed to be a member of the company (h). 24, Any transfer of the share or other interest of a deceased member Transfer by of a company under this act, made by his personal representative, shall, personal repre- notwithstanding such personal representative may not himself be a member, S™tative. be of the same validity as if he had been a member at the time of the execution of the instrument of transfer (7). 25. Every company under this act shall cause to be kept in one or more Register of books a register of its members (k) ; and there shall be entered therein the members. following particulars :— [20 Vict. c. 47, (1.) The names and addresses, and the occupations, if any, of the S$ 16 and 18.] members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member : (2.) The date at which the name of any person was entered in the register as a member : (3.) The date at which any person ceased to be a member : And any company acting in contravention of this section shall incur a (e) See pp. 449 ef seg. () As to inspection of the register, (f) See Table A. Nos. 8-16, and 30 see § 32; and as to its rectification, see & 31 Vict. c. 181, § 26 et seg., andasto §§35 and 98. When shares have been transfers of shares, ante, p. 464 et seq. converted into stock, see § 29. When (g) See ante, p. 50. share warrants have been issued, see 30 (2) See § 18, and ante, pp. 48, 119. & 31 Vict. c, 131, § 31. (2) See Table A. Nos. 12-16, and ante, As to registers generally, see ante, pp. 468, 538. pp. 57 et seq. 940 THE COMPANIES ACT, 1862. Appenbix V. penalty not exceeding five pounds for every day during which its default ——~" in complying with the provisions of this section continues; and every director or manager of the company who shall knowingly and wilfully authorise or permit such contravention shall incur the like penalty. Annual list of 26. Every company under this act, and having a capital divided into members. shares (1), shall make, once at least in every year, a list (m) of all persons [20 Vict. c. 47, who, on the fourteenth day succeeding the day on which the ordinary §17.] general meeting, or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company ; and such list shall state the names, addresses, and occupa- tions of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars (1) : (1.) The amount of the capital of the company, and the number of shares into which it is divided : (2.) The number of shares taken from the commencement of the company up to the date of the summary : (3.) The amount of calls made on each share : (4.) The total amount of calls received : (5.) The total amount of calls unpaid : (6.) The total amount of shares forfeited : (7.) The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall forthwith be for- warded to the registrar of joint stock companies (0). Penalty on com- 27. If any company under this act, and having a capital divided into pany, &c., not shares, makes default in complying with the provisions of this act with forwarding list of yesnect. to forwarding such list of members or summary as is hereinbefore members, &c., to registrar. mentioned to the registrar, such company shall incur a penalty not [20 Viet. c. 47 exceeding five pounds for every day during which such default continues ; §18.] 7% “and every director and manager (p) of the company who shall knowingly _ and wilfully authorise or permit such default shall incur the like penalty. Company to give 98, Every company under this act, having a capital divided into shares, ee pee na that has consolidated and divided its capital into shares of larger amount Versione capital than its existing shares, or converted any portion of its capital into stock (4), into stock. shall give notice to the registrar of joint-stock companies of such consolida- [21 Vict. v. 14, tion, division, or conversion, specifying the shares so consolidated, divided, § 6.] or converted (r). Effect of conver. 29. Where any company under this act, and having a capital divided sion of shares into shares, has converted any portion of its capital into stock, and given into stock. (1) As to other companies, see §§ 45 (0) As to their inspection, see §§ 32 and 46, and 174 (5). (m) See the Form E, in Sched. 2. (p) Ie., manager de facto. See Gib- (n) See, further, when shares have son v. Barton, L. R. 10 Q. B. 329, and been converted into stock, § 29; when Briton Medicaland General Life Assoc., share warrants have been issued, 30 & 39 Ch. D. 61. 31 Vict. c. 131, § 32 ; when capital has (q) Under § 12. been reduced by a return of paid-up (r) See § 34. capital, see 43 Vict. c. 19, § 6. 25 & 26 vict. cap. 89.—PART II, DISTRIBUTION, ETC. 941 notice of such conversion to the registrar, all the provisions of this act AppENpix V. which are applicable to shares only shall cease as to so much of the capital [21 Viet. c. 14, as is converted into stock (s) ; and the register of members hereby required §§ 5-7. 7 erty to be kept by the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required. 30. No notice of any trust, expressed, implied, or constructive, shall be No entry of trusts entered on the register, or be receivable by the registrar, in the case of on register. companies under this act and registered in England or Ireland (é). [20 Vict. u. 47, 31. A certificate under the common seal of the company, specifying any § 19.] share or shares or stock held by any member of a company, shall be primd Certificate of facie evidence of the title of the member to the share or shares or stock shares oratiock:, therein specified (1). a ty 32. The register of members, commencing from the date of the registra- ianaaienae tion of the company, shall be kept at the registered office of the company a : hereinafter mentioned : except when closed as hereinafter mentioned, it [20 Viet. v 47 shall during business hours, but subject to such reasonable restrictions as g 23,] ; the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe, for each inspection ; and every such member or other person may require a copy of such register, or of any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied: if such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues ; and every director and manager of the company who shall knowingly authorise or permit such refusal shall incur the like penalty ; and in addition to the above penalty, as respects companies registered in England or Ireland, any judge sitting in chambers, or the vice-warden of the Stannaries, in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register (2). 33. Any company under this act may, upon giving notice by advertise- Power to close ment in some newspaper circulating in the district in which the registered register. office of the company is situated, close the register of members for any [20 Vict. c. 47, time or times not exceeding in the whole thirty days in each year. 34. Where a company has a capital divided into shares, whether such Notice of in- shares may or may not have been converted into stock, notice of any crease of capital increase in such capital beyond the registered capital, and where a com- 424 of members pany has not a capital divided into shares, notice of any increase in the e ea i number of members beyond the registered number, shall be given to the 130 Vict. . 47 registrar in the case of an increase of capital, within fifteen days from the § 37.] one date of the passing of the resolution by which such increase has been (8) See Table A. Nos, 23-25. tion with transfers in blank, ante, (t) See Bradford Banking Co. v. pp. 471 et seq. ; and forged certificates, Briggs, 12 App. Ca. 29, ante, pp. 459 ante, p. 484, and 477. (a) As to mandamus, see ante, p. 440; (u) As to the right to require this, see and the right to take copies, ante, Table A. Nos. 2 and 3. See asto these op, 314. certificates, ante, p. 64; and in connec- 942 APPENDIX Y. Remedy for im- THE COMPANIES ACT, 1862. authorised, and in the case of an increase of members, within fifteen days from the time at which such increase of members has been resolved on or has taken place ; and the registrar shall forthwith record the amount of such increase of capital or members; if such notice is not given within the period aforesaid, the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues ; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. 35. If the name of any person is, without sufficient cause, entered in or proper entry or omitted from the register of members of any company under this act, or if omission of entry in register. [20 Vict. c. 47, § 25, and 21 Vict. c. 14, §§ 8-9.] Notice to regis- trar of rectifica- tion of register. Register to be evidence. [20 Vict. v. 47, § 26.] Liability of pre- sent and past default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved, or any member of the company, or the company itself, may, as respects companies registered in England or Ireland, by motion in any of her Majesty’s superior courts of law or equity, or by application to a judge sitting in chambers, or to the vice- warden of the Stannaries in the case of companies subject to his juris- diction, and as respects companies registered in Scotland by summary petition to the Court of Session, or in such other manner as the said courts may direct, apply for an order of the Court that the register may be rectified ; and the Court may either refuse such application, with or without costs to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application, or petition, and any damages the party aggrieved may have sustained: The Court may, in any proceeding under this section, decide on any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company ; and generally the Court may in any such proceeding decide any question that it may be necessary or expedient to decide for the rectification of the register ; pro- vided that the Court [if a court of common law] may direct an issue to be tried, in which any question of law may be raised, [and a writ of error or appeal, in the manner directed by “‘ The common law procedure act, 1854,” shall lie] (y). 36. Whenever any order has been made rectifying the register, in the case of a company hereby required to send a list of its members to the registrar, the Court shall, by its order, direct that due notice of such recti- fication be given to the registrar. 37. The register of members shall be primd facie evidence of any matters by this act directed or authorised to be inserted therein. Liability of members (z). 38. In the event of a company formed under this act being wound up, every present and past member of such company shall be liable to con- (y) See, also, infra, §98; and as to 755. The words in brackets are re- rectifying registers generally, ante, p. pealed by 44 & 45 Vict. c. 59. 61 ; and as to this section more particu- (z) See, further, as to the liability of larly, pp. 120 e¢ seq., and pp. 747, 748, | members, §§ 42, 48, 180, 182, 195 and 25 & 26 vicr. cap. 89.—PART II. DISTRIBUTION, ETC. 945 tribute to the assets of the company to an amount sufficient for payment Aprsnvix V. of the debts and liabilities of the company, and the costs, charges, and expenses of the winding up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following ; (that is to say,) (1.) (2.) (3.) (4.) (5.) (6.) (7.) No past member shall be liable to contribute to the assets of the company if he has ceased to be a member for a period of one year or upwards prior to the commencement of the winding up (a): No past member shall be liable to contribute in respect of any debt or liability of the company contracted after the time at which he ceased to be a member : No past member shall be liable to contribute to the assets of the company unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this act: In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, un- paid on the shares in respect of which he is liable as a present or past member : In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on his behalf by the memorandum of association (0) : Nothing in this act contained shall invalidate any provision con- tained in any policy of insurance or other contract whereby the liability of individual members upon any such policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of such policy or contract (c) : No sum due to any member of a company, in his character of a member, by way of dividends, protits, or otherwise, shall be deemed to be a debt of the company, payable to such member in a case of competition between himself and any other creditor not being a member of the company (d) ; but any such sum may be taken into account for the purposes of the final adjust- ment of the rights of the contributories amongst themselves (e). 196, cl. 5, and § 200; and see § 102 respecting calls in winding up. As to directors, where their liability is un- limited, see 30 & 31 Vict. v. 181, $5. See ante, pp. 252, 253. (a) See §§ 84 and 130, and as to past members generally, ante, p. 750 and 816 et eeg., and 855. See, also, Taurine Co., 25 Ch. D. 118. (b) See §§ 90 and 134, and Lion Mutual Ins. Assoc. v. Tucker, 12 Q, B. D. 176. (c) See ante, p. 246 et sey. (d) This applies to guaranteed divi- dends, Stuart’s trust, 4 Ch. D. 213, and ante, p. 436. (e) See § 101, and ante, pp. 741 et seq., and 857. members of company. [20 Vict.:c.. 47,- §$, 61-63. |, [22 Vict. c. 60, §17.] 944 THE COMPANIES AcT, 1862. APPENDIx V, PART III. MANAGEMENT AND ADMINISTRATION OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. Provisions for protection of creditors. Registered office | 39. Every company under this act shall have a registered office to which of company. all communications and notices may be addressed ; if any corapany under [20 Vict. v. 47, this act carries on business without having such an office, it shall incur a § 28.] penalty not exceeding five pounds for every day during which business is so carried on. Notice of situa- 40. Notice of the situation of such registered office, and of any change tion of registered therein, shall be given to the registrar, and recorded by him: until such offing, notice is given the company shall not be deemed to have complied with the or e 47, provisions of this act with respect to having a registered office. ‘ 41. Every limited company under this act, whether limited by shares PURUGRHOREEE ca by guarantee, shall paint or affix, and shall keep painted or affixed its name by a limited com- | Dame on the outside of every office or place in which the business of the pany. company is carried on, in a conspicuous position, in letters easily legible, [20 Vict. v. 47, and shall have its name engraven in legible characters on its seal, and § 30.] shall have its name mentioned in legible characters in all notices, adver- tisements, and other official publications of such company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company (f ). Penalties on 42, If any limited company under this act does not paint or affix, and non-publication keep painted or affixed, its name in manner directed by this act, it shall of name. be liable to a penalty not exceeding five pounds for not so painting or [20 Vict. v. 47, affixing its name, and for every day during which such name is not so § 31] kept painted or affixed ; and every director or manager of the company who shall knowingly and wilfully authorise or permit such default shall be liable to the like penalty ; and if any director, manager, or officer of such company, or any person on its behalf, uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of such company, or signs or authorises to be signed on behalf of such company, any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorises to be issued any bill of parcels, invoice, receipt, or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company (9). Register of 43. Every limited company under this act shall keep a register of all mortgages (1). mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short (f) Neither this nor the next section, § 23. apply to companies licensed to omit the (g) See ante, p. 253. word limited under 30 & 31 Vict. v. 181, (h) See ante, pp. 175, 203. 25 & 26 vict. cap. 89.—PART III. MANAGEMENT, ETC. description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge (7): if any property of the company is mortgaged or charged with- out such entry as aforesaid being made, every director, manager, or other officer of the company who knowingly and wilfully authorises or permits the omission of such entry shall incur a penalty not exceeding fifty 945 Apprnprx V, pounds : the register of mortgages required by this section shall be open [Inspection of to inspection by any creditor or member of the company at all reasonable resister. ] times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company autho- rising or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues ; and in addition to the above penalty, as respects companies registered in England and Treland, any judge sitting in chambers, or the vice-warden of the Stannaries in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register. 44, Every limited banking company and every insurance company, and Certain com- deposit, provident, or benefit society under this act shall, before it com- mences business, and also on the first Monday in February and the first panies to pub- lish statement in form D. in Monday in August in every year during which it carries on business, schedule. make a statement in the Form marked D. in the 1st Schedule hereto, or yo viet. e. 11, as near thereto as circumstances will admit; and a copy of such statement § 4.] shall be put up in a conspicuous place in the registered office of the com- pany, and in every branch office or place where the business of the com- pany is carried on ; and if default is made in compliance with the provisions of this section the company shall be liable to a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above-mentioned statement on payment of a sum not exceeding sixpence. 45, Every company under this act, and not having a capital divided List of directors into shares (k), shall keep at its registered office a register containing the names and addresses and the occupations of its directors or managers, and shall send to the registrar of joint-stock companies a copy of such register, and shall from time to time notify to the registrar any change that takes place in such directors or managers. to be kept and sent to registrar. 46. If any company under this act, and not having a capital divided Penalty on com- into shares, makes default in keeping a register of its directors or managers, or in sending a copy of such register to the registrar in compliance with the foregoing rules, or in notifying to the registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding five pounds for every day during which such default continues ; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. (7) In the case of debentures passing other cases, Dublin Drapery Co., 13 by delivery registration in the names of UL. R. Ir. 174. the original holders is sufficient, and (k) As to other companies, see § 26, there is no necessity to register the As to the inspection of this register, transfers, semble this rule applies to see §§ 32 and 174 (5). L.c. *3P pany not keeping or sending regis- ter of directors, &e. 946 THE COMPANIES AcT, 1862. APPENDIX V. 47, A promissory note or bill of exchange shall be deemed to have been ~ made, accepted, or endorsed on behalf of any company under this act, if ee ie made, accepted, or indorsed in the name of the company by any person of exchange. acting under the authority of the company, or if made, accepted, or indorsed [20 Vict. c. 47, by or on behalf or on account of the company, by any person acting under § 43.] the authority of the company ((). Prohibition 48. If any company under this act carries on business when the number against carrying Of its members is less than seven for a period of six months after the on business with number has been so reduced, every person who is a member of such i ose seven company during the time that it so carries on business after such period of ee six months, and is cognizant of the fact that it is so carrying on business La ° 47, with fewer than seven members, shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same, without the joinder in the action or suit of any other member (i). Provisions for protection of members. General meeting 49. A general meeting of every company under this act shall be held of company. once at the least in every year (n). [20 Vict. u. 47, 50. Subject to the provisions of this act, and to the conditions contained § 32.] in the memorandum of association, any company formed under this act may Power to alter in general meeting from time to time, by passing a special resolution in regulations by manner hereinafter mentioned, alter all or any of the regulations of the com- special resolu- tiga pany contained in the articles of association or in the Table marked A. in [20 Vict. c. 47 the first schedule, where such table is applicable to the company, or make § 33.] “new regulations to the exclusion of or in addition to all or any of the regu- lations of the company (0) ; and any regulations so made by special resolu- tion shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or inodified by any subsequent special resolution. Definition of 51. A resolution passed by a company under this act shall be deemed special resolu- to be special whenever a resolution has been passed by a majority of not tion, less than three-fourths of such members of the company for the time being [20 Vict. v. 47, entitled according to the regulations of the company to vote as may be § 34.] present, in person or by proxy (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote, as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of (2) See ante, pp. 230 et seq. cl. 8, 4 and 6. (m) See § 79. See, further, as to what can be done (n) See 80 & 31 Vict. c. 131, § 39. by special resolution, §§ 60, 79, 129, and The year begins on the Ist Jan. See ‘Table A., Nos. 25, 26, and ante, pp. 333 Gibson v. Barton, L. R. 10 Q. B. 329. and 343 et seg. The company cannot (o) As to altering the conditions in deprive itself of the power to alter its the memorandum of association, see§12; articles, Trevor vy. Whitworth, 12 App. and as to companies existing before the Ca, 409. passing of this act, see §§ 176 and 196; 25 & 26 vict. cap. 89.—PART III. MANAGEMENT, ETC. 947 not less than fourteen days (p), nor more than one month, from the date of AprENprx V. the meeting at which such resolution was first passed: At any mecting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: Notice of any meeting shall, for the purposes of this section, he deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company: In computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company. 52. In default of any regulations (q) as to voting every member shall Provision where have one (r) vote ; and in default of any regulations as to summoning general no regulations meetings a meeting shall be held to be duly summoned of which seven 2% t° meetings. days’ notice in writing has been served on every member in manner in which notices are required to be served by the Table marked A. in the first schedule hereto (s); and in default of any regulations as to the persons to summon meetings, five members shall be competent to summon the same (t) ; and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the . members present to preside (1). 53. A copy of any special resolution that is passed by any company Registration of under this act shall be printed and forwarded to the registrar of joint- special reso- stock companies, and be recorded by him: Ifsuch copy is not so forwarded !utions. within fifteen days from the date of the confirmation of the resolution, the ea e. 47, company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded ; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. 54. Where articles of association have been registered, a copy of every Copies of special special resolution for the time being in force shall be annexed to or em- T¢selutions. bodied in every copy of the articles of association that may be issued after [20 Vict. «. 47, the passing of such resolution: Where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same on payment of one shilling, or such less sum as the company may direct: And if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made ; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. 55. Any company under this act may, by instrument in writing under Execution of its common seal, empower any person, either generally or in respect of deeds abroad. any specified matters, as its attorney, to execute deeds on its behalf in [20 Vict. c. 47, any place not situate in the United Kingdom ; and every deed signed by ° “~ (p) As to computation of time, see (r) See Table A., No. 44, ante, pp. 305 and 306. (s) See Table A., Nos. 35 and 95-7. (q) See as to the meaning of these (t) See Table A., No. 34. words, Brick and Stone Co, W. N. (u) See Table A., Nos, 39, 40. 1878, p, 140, Br 2 948 Apprnpix V. Examination of affairs of com- pany by inspec- tors. [20 Vict, c. 47, § 48.] Application for inspection to be supported by evidence. Inspection of books and ex- amination of officers. (20 Vict. ¢. 47, § 49.] Report of result of examination, &e. (20 Vict. e. 47, § 50.] Power of com- pany to appoint inspectors. [20 Vict. v. 47, § 51.) THE COMPANIES AcT, 1862. such attorney, on behalf of the company, and under his seal, shall be binding on the company, and have the same effect as if it were under the common seal of the company (r). 56. The Board of Trade may appoint one or more competent inspectors to examine into the affairs of any company under this act, and to report thereon, in such manner as the Board may direct, upon the applications following ; (that is to say,) (1.) In the case of a banking company that has a capital divided into shares, upon the application of members holding not less than one-third part of the whole shares of the company for the time being issued : (2.) In the case of any other company that has a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued : (3.) In the case of any company not having a capital divided into shares, upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered on the register of the company as members. 57. The application shall be supported by such evidence as the Board of Trade may require for the purpose of showing that the applicants have good reason for requiring such investigation to be made, and that they are not actuated by malicious motives in instituting the same: The Board of Trade may also require the applicants to give security for payment of the costs of the inquiry before appointing any inspector or inspectors. 58. It shall be the duty of all officers and agents of the company to produce for the examination of the inspectors all books and documents in their custody or power: Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly: If any officer or agent refuses to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding five pounds in respect of each offence. 59. Upon the conclusion of the examination, the inspectors shall report their opinion to the Board of Trade: Such report shall be written or printed, as the Board of Trade directs: A copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them: All expenses of and incidental to any such examination as aforesaid shall be defrayed by the members upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same to be paid out of the assets of the company, which it is hereby authorised to do. 60. Any company under this act may, by special resolution (s), appoint: inspectors for the purpose of examining into the affairs of the company. The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the (r) See also 27 & 28 Vict. c. 19, and (s) See § 51. 30 & 31 Viet. c. 131, § 37. 25 & 26 vict. cap, 89.—PrART III. MANAGEMENT, ETC. 919 company in general meeting directs; and the officers and agents of the Apvrnprx V. company shall incur the same penalties in case of any refusal to produce any book or document hereby required to be produced to such inspectors, or to answer any question, as they would have incurred if such inspector had been appointed by the Board of Trade. 61. A copy of the report of any inspectors appointed under this act, Report of in- authenticated by the seal of the company into whose affairs they have specters to be made inspection, shall be admissible in any legal proceeding, as evidence Suntonees of the opinion of the inspectors in relation to any matter contained in aa w 47, such report. ; Notices. 62. Any summons, notice, order, or other document required to be Service ofnotices, served upon the company may be served by leaving the same, or sending &c., on company. it through the post in a prepaid letter addressed to the company at their ei vw 47, registered office (t). . 63. Any document to be served by post on the company shall be Services of no- posted in such time as to admit of its being delivered in the due course of tices, &c., by delivery within the period (if any) prescribed for the service thereof ; as Vict ay and, in proving service of such document, it shall be sufficient to prove § 5 4) eet that such document was properly directed, and that it was put as a pre- paid letter into the post office (1). 64. Any summons, notice, order, or proceeding requiring authentica- Authentication tion by the company, may be signed by any director, secretary, or other of notices . authorised officer of the company, and need not be under the common [20 Viet o a seal of the company; and the same may be in writing or in print, or g 55.) — ee partly in writing and partly in print (2). Legal Proceedings. 65. All offences under this act made punishable by any penalty may Recovery of be prosecuted summarily before two or more justices, as to England, in Penalties. manner directed by an act passed in the session holden in the eleventh [20 Vict. v. 47, and twelfth years of the reign of Her Majesty Queen Victoria, chapter 5 86:] y forty-three, intituled “‘ An act to facilitate the performance of the duties UE fe 1 athe of justices of the peace out of sessions within England and Wales with ~~’ respect to summary convictions and orders,” or any act amending the same; and as to Scotland, before two or more justices or the sheriff of the county, in manner directed by the act passed in the session of Parlia- ment holden in the seventeenth and eighteenth years of the reign of her 17 & 18 Vict. Majesty Queen Victoria, chapter one hundred and four, intituled “An % 104. act to amend and consolidate the acts relating to Merchant shipping ;” or any act amending the same, as regards offences in Scotland against that act, not being offences by that act described as felonies or misdemeanors ; and as to Ireland, in manner directed by the act passed in the session holden in the fourteenth and fifteenth years of the reign of her Majesty 14 & 15 Vict. Queen Victoria, chapter ninety-three, intituled ‘“‘ An act to consolidate v. 93. and amend the acts regulating the proceedings of petty sessions and the (é) See Rules 63 and 64, and R. S.C. ruptcy, The Bankruptcy act, 1883, Order ix., r. 8. § 148, which seems to require the seal of (w) See Rules 63 and 64. the company. (x) See, as to proceedings in bank- 950 APPENDIX V. Application of penalties. [20 Vict. v. 47, § 57] Evidence of proceedings at meetings, &c. [20 Vict. v. 47, § 40.] Jurisdiction of Court of vice- warden of Stan- naries. THE COMPANIES AcT, 1862. duties of justices of the peace out of quarter sessions in Ireland,” or any act amending the same. 66. The justices or sheriff imposing any penalty under this act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered ; and, subject to such direction, all penalties shall be paid into the receipt of her Majesty’s exchequer in such manner as the Treasury may direct, and shall be carried to and form part of the Consolidated Fund of the United Kingdom. 67. Every company under this act shall cause minutes of all resolutions and proceedings of general meetings of the company, and of the directors or managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the pur- pose; and any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or pro- ceedings had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings ; and until the contrary is proved, every general meeting of the company or meeting of directors or managers in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat, or proceedings had, to have been duly passed and had ; and all appointments of directors, managers, or liquidators shall be deemed to be valid, and all acts done by such directors, managers, or liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications (1). 68. In the case of companies under this act, and engaged in working mines within and subject to the jurisdiction of the Stannaries, the court of the vice-warden of the Stannaries shall have and exercise the like jurisdiction and powers, as well on the common law as on the equity side thereof, which it now possesses by custom, usage, or statute in the case of unincorporated companies, but only so far as such jurisdiction or powers are consistent with the provisions of this act and with the constitution of companies as prescribed or required by this act ; and for the purpose of giving fuller effect to such jurisdiction in all actions, suits, or legal pro- ceedings instituted in the said Court, in causes or matters whereof the Court has cognizance, all process issuing out of the same, and all orders, rules, demands, notices, warrants, and summonses required or authorised ly the practice of the Court to be served on any company, whether regis- tered or not registered, or any member or contributory thereof, or any officer, agent, director, manager, or servant thereof, may he served in any part of England without any special order of the vice-warden for that purpose, or by such special order may be served in any part of the United Kingdom of Great Britain and Ireland, or in the adjacent islands, parcel of the dominions of the Crown, on such terms and conditions as the Court shall think fit; and all decrees, orders and judgments of the said Court made or pronounced in such causes or matters may be enforced in the same manner in which decrees, orders, and judgments of the Court may now by law be enforced, whether within or beyond the local limits of the Stan- (y) Sce, as to meetings andthe minutes last part of this section, ante, pp. 309 of their proceedings, ante, pp. 304 et seg., and 879. and Table A., Nos 29-48, and as to the 25 & 26 vict. cap. 89.—PART III. MANAGEMENT, ETC. 951 naries ; and the seal of the said Court, and the signature of the registrar Aprenprx V. thereof, shall be judicially noticed by all other courts and judges in7 England, and shall require no other proof than the production thereof : the registrar of the said Court, or the assistant-registrar, in making sales under any decree or order of the Court shall be entitled to the same privilege of selling by auction or competition without a licence, and with- out being liable to duty, as a judge of the Court of Chancery is entitled to in pursuance of the acts in that behalf. 69. Where a limited company is plaintiff or pursuer in any action, Power to order suit, or other legal proceeding, any judge having jurisdiction in the matter, security for ‘p ‘ . . ee . costs in actions may, if it appears by any credible testimony that there is reason to believe brougnboy that if the defendant be successful in his defence, the assets of the com- jimited com- pany will be insufficient to pay his costs, require sufficient security to be panies. given for such costs, and may stay all proceedings until such security 1s [21 Vict. ¢. 14, given (2). § 24] 70. In any action or suit brought by the company against any member Allegations in to recover any call or other monies due from such member in his @tions against character of member, it shall not be necessary to set forth the special members. matter, but it shall be sufficient to allege that the defendant is a member of the company, and is indebted to the company in respect of a call made or other monies due wheteby an action or suit hath accrued to the company (). Alteration of forms. 71. The forms set forth in the second schedule hereto, or forms as near Forms in second thereto as circumstances admit, shall be used in all matters to which such schedule to be forms refer; the Board of Trade may from time to time make such ™¢4- alterations in the tables and forms contained in the first schedule hereto, Board of Trade so that it does not increase the amount of fees pavable to the registrar in ae ae forms z 3 : n schedule. the said schedule mentioned, and in the forms in the second schedule, or [20 Viet. ©. 47 make such additions to the last-mentioned forms, as it deems requisite: y 5g. andl. any such table or form, when altered, shall be published in the “ London Vict. ¢. 14, Gazette,” and upon such publication being made, such table or form shall § 22.] have the same force as if it were included in the schedule to this act ; but no alteration made by the Board of Trade in the table marked A. con- tained in the first schedule, shall affect any company registered prior to the date of such alteration, or repeal, as respects such company, any portion of such table. Arbitrations. 72. Any company under this act may from time to time, by writing Power for com- under its common seal, agree to refer and may refer to arbitration, in panies to refer accordance with “ The Railway companies arbitration act, 1859” (b), any panting = ns existing or future difference, question, or other matter whatsoever in dis- cordance with pute between itself and any other company or person ; and the companies 22 & 23 Vict. parties to the arbitration may delegate to the person or persons to whom ¢ 59. the reference is made power to settle any terms or to det2rmine any matter capable of being lawfully settled or determined by the companies themselves, or by the directors or other managing body of such companies. (z) See ante, pp. 263 and 661. (b) 22 & 28 Vict. c,. 59, (a) See ante, p. 427. 952 APPENDIX VY. Provisions of 22 & 23 Vict. c. 59, to apply. Meaning of con- tributory. [20 Vict. c. 47, § 65.] Nature of lia- bility of contri- butory. [21 Vict. c. 14. § 13.] Contributories in case of death. [20 Vict. c. 47, § 65.] Contributories in case of bank- ruptcy. THE COMPANIES ACT, 1862. 73. All the provisions of “The Railway companies arbitration act, 1859,” shall be deemed to apply to arbitrations between companies andl persons in pursuance uf this act: and in the construction of such provi- sions “ the companies ” shall be deemed to include companies authorised by this act to refer disputes to arbitration, PART IV. WINDING UP OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT (¢). Preliminary. 74. The term ‘contributory ” shall mean every person liable to con- tribute to the assets of a company under this act, in the event of the same being wound up (d) : it shall also, in all proceedings for determining the persons who are to be deemed contributories, and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory (¢). 75, The liability of any person to contribute to the assets of a company under this act in the event of the same being wound up, shall be deemed to create a debt (in England and Ireland of the nature of a specialty) accruing due from such person at the tine when his liability commenced, but payable at the time or respective times when calls are made as herein- after mentioned for enforcing such liability ; and it shall be lawful in the case of the bankruptcy of any contributory to prove against his estate the estimated value of his liability to future calls, as well as calls already made (f). 76. If any contributory dies either before or after he has been placed on the list of contributories hereinafter mentioned, his personal representa- tives, heirs, and devisees shall be liable in a due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory ; and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly (9). 77. If any contributory becomes bankrupt, either before or after he has been placed on the list of contributories, his assignees shall be deemed to represent such bankrupt for all the purposes of the winding-up, and shall be deemed to be contributories accordingly, and may be called upon to admit to proof against the estate of such bankrupt, or otherwise to allow to be paid out “of his assets in due course of law, any monies due from such bankrupt in respect of his liability to contribute to the assets of the company being wound up (h); and for the purposes of this section any person who may have taken the benefit of any act for the relief of insol- (c) See,” as to companies registered under the acts of 1856-8, infra, $$ 176, 177; and as to companies registered under this act, but not formed under it or the last mentioned acts, infra, §§ 196 -198 ; and as to companies not regis- tered at all, infra, §§ 199-204. (d) See §§ 38 and 76-78, and ante, pp. 750, 751 et seq. (ce) See Rules 58 and 60 to 62, and ante, p. 625. (f) See ante, p. 556. (g) See, also, § 105; and as to putting them on the list, see § 99, and ante, p. 812, (h) See § 75 and ante, p. 556, and as to putting bankrupts, &c., on the list, p. 815. 25 & 26 vict. car. S$9.—PART IV. WINDING UP. 953 vent debtors (i) before the eleventh day of October one thousand cight Appynprx V. hundred and sixty-one shall be deemed to have become bankrupt. amr 78. If any female contributory marries, either before or after she has Gontributories in been placed on the list of contributories, her husband shall during the case of marriage. continuance of the marriage be liable to contribute to the assets of the company the same sum as she would have been liable to contribute if she had not married; and he shall be deemed to be a contributory accord- ingly (A). Winding wp by court, 79. A company under this act (!) may be wound up by the Court as Circumstances hereinafter defined, under the following circumstances ; (that is to say,) wader which b (1.) Whenever the company has passed a special resolution requiring Soni ue , the company to be wound up by the Court : court, (2.) Whenever the company does not commence its business within [9 Vict. v. 47, a year from its incorporation, or suspends its business for the § 67.] space of a whole year : (3.) Whenever the members are reduced in number to less than seven (m) : (4.) Whenever the company is unable to pay its debts : (5.) Whenever the Court is of opinion that it is just and equitable that the company should be wound up (7). 80. A company under this act (0) shall be deemed to be unable to pay Company when to its debts, be deemed unable (1.) Whenever a creditor by assignment or otherwise, to whom the Wo poy thealebis, company is indebted, at law or in equity, in a sum exceeding [20 Vict. v. 47, fifty pounds then due, has served on the company, by leaving Om the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor : Whenever, in England and Ireland, execution or other process issued on a judgment, decree, or order obtained in any court in favour of any creditor, at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part : (3.) Whenever, in Scotland, the inducie of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made: (4.) Whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts (p) : 81, The expression “the Court,” as used in this part of this act, shall Definition of mean the following authorities ; (that is to say,) (q) “the court,” (@) Viz., 1 & 2 Vict. c. 110; 5&6 Vict. c. 116 ; 7 & 8 Vict. c. 96, all re- pealed by 24 & 25 Vict. c. 134. (k) Ante, p. 42. (1) Ante, p. 617. See § 199 (3), as to unregistered companies, (m) See § 48. (n) See as to the circumstances under which a company will be ordered to be wound up, pp. 628 et seq., and as to just and equitable, p. 631. (0) See, as to unregistered companies, § 199 (4). (p) See ante, pp. 631 and 634, (q) See ante, p. 615, and as to In- dustrial and Provident Societies and Benefit Building Societies, see App. IL, p. 916, and IIL, p. 922. 954 APPENDIX V. [20 Vict. ¢. 47, §§ 60 and 74, and 20 & 21 Vict. c. 78, § 12.) Application for winding up to be made hy petition. [20 Vict. c. 47, § 69.] Power of court. THE COMPANIES AcT, 1862. In the case of a company engaged in (r) working any mine within and subject to the jurisdiction of the Stannaries,—the court of the vice- warden of the Stannaries, unless the vice-warden certifies that in his opinion the company would be more advantageously wound up in the High Court of Chancery, in which case ‘the court ” shall mean the High Court of Chancery : In the case of a company registered in England that is not engaged in working any such mine as aforesaid,—the High Court of Chancery : In the case of a company registered in Ireland, the Court of Chancery in Ireland : In all cases of companies registered in Scotland, the Court of Session in either division thereof: (rr) Provided that where the Court of Chancery in England or Ireland makes an order for winding up a company under this act, it may, if it thinks fit, direct all subsequent proceedings for winding up the same to be had in the Court of Bankruptcy having jurisdiction in the place in which the registered office of the company is situate ; and thereupon such last- mentioned Court of Bankruptcy shall, for the purposes of winding up the company, be deemed to be ‘‘ the court” within the meaning of the act, and shall have for the purposes of such winding up all the powers of the High Court of Chancery, 6r the Court of Chancery in Ireland, as the case may require (s). 82. Any application to the Court for the winding up of a company under this act shall be by petition (¢); it may be presented by the com- pany, or by any one or more creditor or creditors, contributory or con- tributories of the company, or by all or any of the above parties, together or separately (w) ; and every order which may be made on any such peti- tion shall operate in favour of all the creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and a contributory (a). 83. Any judge of the High Court of Chancery may do in chambers any act which the Court is hereby authorised to do; and the vice-warden of the Stannaries may diréct that a petition for winding up a company be heard by him at such time and at such place within the jurisdiction of the Stannaries, or within or near to the place where the registered office of the company is situated, as he may deem to be convenient to the parties concerned, or (with the consent of the parties concerned) at any place in England ; and all orders made thereupon shall have the same force and effect as if they had been made by the vice-warden sitting at Truro or elsewhere within the jurisdiction of the Court, and all parties and persons summoned to attend at the hearing of any such petition shall be compel- lable to give their attendance before the vice-warden by like process and in like manner as at the hearing of any cause or matter at the usual sitting of the said Court ; and the registrar of the Court may, subject to exception, (r) See Silver Valley Mines, 18 Ch. D. 472, and 50 & 51 Vict. c, 53, § 28 (The Stannaries act, 1887), (rr) See further as to Scotch windings up, 49 Vict. ¢. 28. (s) As to remitting to the County Court, see 80 & 31 Vict. c. 131, § 41 et seq. (t) As to the petition, see ante, p. 654, and Rules 1 to 5, and Forms 1 and 2, in the 8rd Schedule thereto. As to the order to wind up, see Rules 6 and 7, and Forms 8—5, in the 3rd Schedule thereto. (u) See ante, p. 624, and 30 & 31 Vict. c. 131, § 40. (x) Ante, pp. 663 and 664. 25 & 26 vict. car, 89.—PART IV. WINDING UP. 955 or appeal to the vice-warden as heretofore used, do and exercise such and Avpenprx V. the like acts and powers in the matter of winding up as he is now used to = do and exercise in a suit on the equity side of the said Court (x2). 84, A winding up of a company by the Court shall be deemed to com- Commencement mence at the time of the presentation of the petition for the winding up (y). of winding up 85. The Court may, at any time after the presentation of a petition for by aban winding up a company under this act, and before making an order for Ve oe ia winding up the company, upon the application of the company, or of any Caicanr erie creditor or contributory of the company, restrain further proceedings in injunction. 7 any action, suit, or proceeding (z) against the company, upon such terms as [20 Vict. c. 47, the Court thinks fit («) ; the Court may also at any time after the presen- § 84.] tation of such petition, and before the first appointment of liquidators, appoint provisionaily an official liquidator of the estate and effects of the company (0). 86. Upon hearing the petition the Court may dismiss the same with or Hearing petition. without costs, may adjourn the hearing conditionally or unconditionally, [20 Vict. c. 47, and may make any interim order, or any other order that it deems just (c), 8§ 70—72-] 87. When an order has been made for winding up a company under Actions and suits this act, no suit, action, or other proceeding shall be proceeded with or to be shaved. commenced against the company except with the leave of the Court, and Ee Viet. v. 60, subject to such terms as the Court may impose (d). § 6.J 88. When an order has been made for winding up a company under ae ded : ‘ e forwarded to this act, a copy of such order shall forthwith be forwarded by the com- registrar. pany to the registrar of joint-stock companies, who shall make a minute [20 Vict. o 47, ‘thereof in his books relating to the company. § 73.] 89. The Court may at any time after an order has been made for Power of court winding up a company, upon the application by motion of any creditor or to stay proceed- contributory of the company, and upon proof to the satisfaction of the imgs._ Court that all proceedings in relation to such winding up ought to be [2° Vict. ¢. 47, stayed, make an order staying the same, either altogether or for a limited ; time, on such terms and subject to such conditions as it deems fit (e). 90. When an order has been made for winding up a company limited Effect of order on by guarantee and having a capital divided into shares, any share capital ®2@T° epee “ that may not have been called up shall be deemed to be assets of the ry ; company, and to be a debt (in England and Ireland of the nature of a specialty) due to the company from each member to the extent of any sums that may be unpaid on any shares held by him and payable at such time as may be appointed by the Court (f). 91. The Court may, as to all matters relating to the winding up, have Court may hare regard to the wishes of the creditors or contributories, as proved to it by regard to wishes any sufficient evidence, and may, if it thinks it expedient, direct meetings ssi ned of the creditors or cuntributories to be summoned, held, and conducted in 3 such manner as the Court directs, for the purpose of ascertaining their Copy of order.to (xx) Amended as to the Stannaries by 82 & 33 Vict. c. 19, § 38. (y) See ante, p. 664, §§ 114, 153, 163, 164. (z) E.g., for penalties, Briton Medical Ass. Ass., 82 Ch. D. 503. (a) See ante, pp. 672 et seg., and § 197; andas to unregistered companies, §§ 201 and 204, (b) See, as to provisional liquidators, ante, p. 700, and Rules 15 and 59. (c) See § 91, and ante, pp. 630 et seq., and as to costs, p. 658. (d) Ante, pp. 672 et seg. See, also, §§ 163, 198; and ag to unregistered companies, § 202. (e) See ante, p. 663. (f) See, also, § 134. 956 THE COMPANIES ACT, 1862. Arrenprx V, wishes, and may appoint a person to act as chairman of any such meeting, ~~~ and. to report the result of such meeting to the Court: in the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories to the number of votes conferred on each contributory by the regulations of the company (,/). Official liquidators (h). Appointment of 92. For the purpose of conducting the proceedings in winding up a official liquida- company, and assisting the Court therein, there may he appointed a person tor. or persons to be called an official liquidator or official liquidators ; and the [20 Vict. «. 47, Court having jurisdiction may appoint such person or persons, either pro- ee visionally or otherwise, as it thinks fit, to the office of official liquidator or official liquidators ; in all cases, if more persons than one are appointed to the office of official liquidator, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any one or more of such persons. The Court may also determine whether any and what security is to be given by any official liquidator on his appointment ; if no official liquidator is appointed, or during any vacancy in such appointment, all the property of the company shall be deemed to be in the custody of the Court (7). Resignations, re- 93. Any official liquidator may resign or be removed by the Court on ee en due cause shown ; and any vacancy in the office of an official liquidator compensation. appointed by the Court shall be filled by the Court (k) : there shall be paid [20 Vict. ¢. 47, to the official liquidator such salary or remuneration, by way of percentage § 92.] or otherwise, as the Court may direct (1) ; and if more liquidators than one are appointed such remuneration shall be distributed amongst them in such proportions as the Court directs. Style and duties 94. The official liquidator or liquidators shal] be described by the style of official liqui- of the official liquidator or official liquidators of the particular company in dator. ‘ : : ; fen a [20 Viet. . 47 respect of which he is or they are appointed, and not by his or their in- § 89.] ? dividual name or names (m): he or they shall take into his or their custody, or under his or their control, all the property, effects, and things in actions to which the company is or appears to be entitled, and shall perform such duties in reference to the winding up of the company as may be imposed by the Court (n). Powers of official 95. The official liquidator shall have power, with the sanction of the liquidator. Court (0), to do the following things (p) : bay Waive: Bi (1.) To bring or defend any action, suit, or prosecution, or other 580 legal proceeding, civil or criminal, in the name and on behalf of the company (q) : (2.) To carry on the business of the company, so far as may be necessary for the beneficial winding up of the same : (3.) To sell the real and personal and heritable and movable property, effects, and things in action (r) of the company by (g) See, also, § 149 and Rules 45—47. (0) See Rules 48—50. (h) See ante, pp. 701 e€ seq. (p) See ante, pp. 707 et seq. (t) See, also, Rules 8—19. (q) See ante, p. 707 and § 203 as to (k) See Rule 16. unregistered companies. (1) See Rule 18. (r) Including claims against the direc- (m) See ante, pp. 706 ef seq. tors for misfeasance, Park G'ate Waggon (n) See § 203 as to unregistered com- o., 17 Ch. D. 284. panies, 25 & 26 vicr. cap. 89.—PART Iv. WINDING UP. 957 public auction or private contract, with power to transfer the Aprenpix V. whole thereof to any person or company, or ae sell the same in ~~ parcels (s) : (4.) To do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary, the company’s seal : (5.) To prove, rank, claim, and draw a dividend, in the matter of the bankruptcy or insolvency or sequestration of any contribu- tory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency, or sequestration, as a separate debt due from such bankrupt or insolvent, and rateably with the other separate creditors : (6.) To draw, accept, make, and endorse any bill of exchange or [12 & 18 Vict. promissory note in the name and on behalf of the company, ¢. 108, § 8.] also to raise upon the security of the assets of the company from time to time any requisite sum or sums of money ; and the drawing, accepting, making, or endorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made, or endorsed by or on behalf of such company in the course of carrying on the business thereof : (7.) To take out, if necessary in his official name, letters of adminis- tration to any deceased contributory, aud to do in his official name any other act that may be necessary for obtaining pay- ment of any monies due from a contributory or from his estate and which act cannot be conveniently done in the name of the company ; and in all cases where he takes out letters of ad- ministration, or otherwise uses his official name for obtaining payment of any monies due from a contributory, such monies shall, for the purpose of enabling him to take out such letters or recover such monies, be deemed to be due to the official liquidator himself : (8.) To do and execute all such other things as may be necessary for winding up the affairs of the company and distributing its assets (t). 96. The Court may provide by any order that the official liquidator Discretion of may exercise any of the above powers without the sanction or interven- official liqui- tion of the Court, and where an official liquidator is provisionally ap- “tor-, pointed may limit and restrict his powers by the order appointing him. BA ict 2°60, 97. The official liquidator may, with the sanction of the Court, appoint a solicitor or law agent to assist him in the performance of his duties (u). Appuintinent A liquidator. 20 Vict. c. 4 Ordinary powers of Court (x). : 91.] 4 98. As soon as may be after making an order for winding up the com- Collection and pany, the Court shall settle a list ee contributories (y), with power to on of ssets, \ 20 Vict, c. (s) See, as to sales, Rule 32, and ante, (x) See ante, pp. 684 et seq. 5, 1 ooh pp. 711, 712. (y) See Rules 29—31, and the Forms (t) See, further, §§ 159—162. 24 to 32 in the 3rd Sched. to the rules; (u) See Rule 68, ante, p. 703. and see ante, pp. 745 et seq, 958 APPENDIX V, Provision as to representative contributories. Power of court to require delivery of property to official liquidator. (11 & 12 Vict. e. 45, § 66.] Power of court to order payment of debts by con- tributory. [11 & 12 Vict. c. 45, § 66; 21 & 22 Vict. c. 60, §17.] Power of court to make calls. [20 Vict. ¢. 47, § 82.] THE COMPANIES ACT, 1862. rectify the register of members in all cases where such rectification is required in pursuance of this act (z), and shall cause the assets of the company to be collected and applied in discharge of its liabilities. 99. In settling the list of contributories the Court shall distinguish be- tween persons who are contributories in their own right and persons who are contributories as being representatives of or being liable to the debts of others; it shall not be necessary, where the personal representative of any deceased contributory is placed on the list, to add the heirs or devisees of such contributory ; nevertheless such heirs or devisees may be added as and when the Court thinks fit (a). 100. The Court may, at any time after making an order for winding up a company, require any contributory for the time being settled on the list of contributories, trustee, receiver, banker, or ayent, or officer of the company, to pay, deliver, convey, surrender, or transfer forthwith, or within such time as the Court directs, to or into the hands of the official liquidator (6), any sum or balance, books, papers, estate or effects which happen to be in his hands for the time being, and to which the company is primd facie entitled (c). 101. The Court may, at any time after making an order for winding up the company, make an order on any contributory for the time being settled on the list of contributories, directing payment to be made, in manner in the said order mentioned, of any monies due from him or from the estate of the person whom he represents to the company, exclusive of any monies which he or the estate of the person whom he represents may be liable to contribute by virtue of any call made or to be made by the Court in pursuance of this part of this act (d) ; and it may, in making such order, when the company is not limited, allow to such contributory by way of set-off any monies due to him or the estate which he represents from the company on any independent dealing or contract with the com- pany, but not any monies due to him as a member of the company in respect of any dividend or profit (¢) : Provided that when all the creditors of any company, whether limited or unlimited, are paid in full, any monies due on any account whatever to any contributory from the company may be allowed to him by way of set-off against any subsequent call or calls (f). 102, The Court may, at any time after making an order for winding up a company, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being settled on the list of contributories, to the extent of their liability, for paymeut of all or any sums it deems necessary to satisfy the debts and liabilities of the com- pany, and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves ; and it may, in making a call, take into consideration the probability that some (z) See § 35, and ante, p. 121 et scq. (a) See § 76, and rules 29—81; and see ante, p. 813, (b) See § 103 and §§ 115, 165. (ec) See Form 13 in the 8rd Sched. to the rules. See, also, § 165, and ante, pp. 695 et seq. (d) See, also, § 165, and Rule 35, and Form 39 in the 8rd. Sched. to the rules. (e) See as to directors with unlimited liability, 30 & 31 Vict. c. 131, § 6. (f) See, further, as to set-off, § 38, cl. 7, and 30 & 31 Vict. c, 181, § 6, and ante, pp. 741 et seq. 25 & 26 vicr. car. 89.—PART IV. WINDING UP. 959 of the contributories upon whom the same is made may partly or wholly Avpenvrx V. fail to pay their respective portions of the same (y). eee 103. The Court may order any contributory, purchaser, or other person Power of court from whom money is due to the company to pay the same into the Bank to order payment of England or any branch thereof to the account of the official liquidator '™* bank. instead of to the official liquidator ; and such order may be enforced in the [20 Viet. c. 47, same manner as if it had directed payment to the official liquidator (/). 104, All monies, bills, notes, and other securities paid and delivered Regulation of into the Bank of England or any branch thereof in the event of a company account with being wound up by the Court, shall be subject to such order and regula- CUT tion for the keeping of the account of such monies and other effects, and for the payment and delivery in or investment and payment and delivery out of the same, as the Court may direct (7). 105. If any person made a contributory as personal representative of a Proceedings in deceased contributory makes default in paying any sum ordered to be paid case of represen- by him, proceedings may be taken for administering the personal and real tative con- estates of such deceased contributory, or either of such estates, and of com- oe es pelling payment thereout of the monies due (i). See. ad 106. Any order made by the Court in pursuance of this act upon any Order conclusive contributory shall, subject to the provisions herein contained for appealing evidence. against such order (§ 124), be conclusive evidence that the monies, if [11 & 12 Vict. any, thereby appearing to be due or ordered to be paid are due; and all & 49, § 89.] other pertinent matters stated in such order are to be taken to be truly stated as against all persons, and in all proceedings whatsoever, with the exception of proceedings taken against the real estate of any deceased contributory, in which case such order shall only be primdé facie evidence for the purpose of charging his real estate, unless his heirs or devisees were on the list of contributories at the time of the order being made. 107. The Court may fix a certain day or certain days on or within Court may fix which creditors of the company are to prove their debts or claims, or to a time for credi- be excluded from the benefit of any distribution made before such delsts tors to prove. are proved (1). [20 Viet. c. 47, 108. If in the course of proving the debts and claims of creditors in the sen] Court of the vice-warden of the Stannaries any debt or claim is disputed oe in by the official liquidator or by any creditor or contributory, or appears to eects i the Court to be open to question, the Court shall have power, subject to the Stannaries appeal as hereinafter provided, to adjudicate upon it; and for that purpose on proof of the said Court shall have and exercise all needful powers of inquiry debts. touching the same by affidavit or by oral examination of witnesses or of parties, whether voluntarily offering themselves for examination or stm- moned to attend by compulsory process of the Court, or to produce docu- ments before the Court ; and the Court shall also have power, incidentally, to decide on the validity and extent of any lien or charge claimed by any creditor on any property of the company in respect of such debt, and to make declarations of right, binding on all persons interested ; and for the more satisfactory determination of any question of fact, or mixed question of law and fact arising on such inquiry, the vice-warden shall have power, if he thinks fit, to direct and settle any action or issue to be tried either on (y) See, further, as to calls, Rules 33, (2) See Rules 11, 32, and 36—44, 35, and ante, pp. 846 et seg. (&) See § 76. (kh) See Rules 11, 32, and 36—41, (2) See Rules 20—28, and ante, pp, and ante, p. 693. 718 et seg. 960 THE COMPANIES ACT, 1862. AppEenpix Y. the common law side of his Court, or by a common or special jury, before ~~ the justices of assize in and for the counties of Cornwall or Devon, or at any sitting of one of the superior courts in London or Middlesex, which action or issue shall accordingly be tried in due course of law, and without other or further consent of parties; and the finding of the jury in such action or issues shall be conclusive of the facts found, unless the judge who tried it makes known to the vice-warden that he was not satisfied with the finding, or unless it appears to the vice-warden that, in conse- quence of miscarriage, accident, or the subsequent discovery of fresh material evidence, such finding ought not to be conclusive. 109. The Court shall adjust the rights of the contributories amongst Court toadjust themselves, and distribute any surplus that may remain amongst the parties rights of contri- entitled thereto (m). butories. 110. The Court may, in the event of the assets being insufficient to [20 Vict. ¢. 47, satisfy the liabilities, make an order as to the payment out of the estate of § 86.) the company of the costs, charges, and expenses incurred in winding up Court to order any company in such order of priority as the Court thinks just (n). ae 47 111. When the affairs of the company have been completely wound up, $37.) the Court shall make an ordet that the company be dissolved from the Dissolution of ‘tate of such order, and the company shall be dissolved accordingly (0). company. 112. Any order so made shall be reported by the official liquidator to [20 Vict, c. 47, the registrar, who shall make a minute accordingly in his books of the § 93.] dissolution of such company. Registrar to 113. If the official liquidator makes default in reporting to the registrar, make minute of jn the case of a company being wound up by the Court, the order that the dissolution of company be dissolved, he shall be liable to a penalty not exceeding five [20 Viet, ¢, 47, pounds for every day during which he is so in default. § 94.] par [114. Any petition for winding up a company by the Court under this Penalty on not ct shall constitute a lis pendens within the terms of the act passed in the reporting dissolu- session holden in the second and third years of the reign of her present tion of company. Majesty, chapter eleven, and intituled, ‘‘ An act for the better protection [21 Vict. c. 14, of purchasers against judgments, crown debts, lis pendens, and fiats in § 20.) bankruptcy,” provided the same is duly registered in manner required by Petition tobe — such act concerning suits in equit ; lis pendens. 5 quity (p).] [11 & 12 Viet. c. 45, § 125.] Extraordinary powers of Court (q). Paweiof court 115. The Court may, after it has made an order for winding up the to summon be- company, summon (r) before it any officer of the company or person known fore it persons or suspected to have in his possession any of the estate or effects of the oe fy company, or supposed to be indebted to the company, or any person whom See. the Court may deem capable of giving information concerning the trade, of company, &c. : ‘i [20 Vict, c, 47, ‘lealings, estate, or effects of the company; and the Court may require §77.] (m) See, also, § 165, and ante, pp. 870. 852, 867. Compare § 133 (10), though (p) This section is repealed by 30 & the words are different the meaningisthe 31 Vict. c. 47. same. See Bridgewater Navigation Co., (q) See, also, §§ 117, 127, 165—168, 39 Ch. D, p. 21, and ante, pp. 689 et seq. (n) See, as to costs of winding up, (v) See Form 54 in the 3rd Schedule ante, pp. 859 et seq. to the rules. See also § 165, and ante, (0) See Rules 65—-67, and ante, p. pp. 689 et seg. 25 & 26 vict. cap. 89.—PART IV. WINDING UP. 961 any such officer or person to produce any books, papers, deeds, writings, ApPEnpix V. or other documents in his custody or power relating to the company; and —~S™ if any person so summoned, after being tendered a reasonable sum for his expenses, refuses to come before the Court at the time appointed, having no lawful impediment (made known to the Court at the time of its sitting, and allowed by it), the Court may cause such person to be apprehended, and brought before the Court for examination ; nevertheless in cases where any person claims any lien on papers, deeds, or writings or docu- ments produced by him, such production shall be without prejudice to such lien, and the Court shall have jurisdiction in the winding up to determine all questions relating to such lien. 116. If, after an order for winding up in the Court of the vice-warden Special provi- of the Stannaries, it appears that any person claims property in, or any Sions as to court lien, legal or equitable, upon any of the machinery, materials, ores, or i at an effects on the mine or on premises occupied by the company in connection Nee eee with the mine, or to which the company was, at the time of the order, prima facie entitled, it shall be lawful for the vice-warden or the registrar to adjudicate upon such claim on interpleader in the manner provided by section eleven of the act passed in the eighteenth year of the reign of her [18 & 19 Vict. present Majesty, chapter thirty-two ; and any action or issue directed upon ¢. 32, § 11.] such interpleader may, if the vice-warden think fit, be tried in his court, or at the assizes or the sittings in London or Middlesex, before a judge of one of the superior courts, in the manner and on the terms and con- ditions hereinbefore provided in the case of disputed debts and claims of creditors. 117. The Court may examine upon oath, either by word of mouth or Examination of upon written interrogatories, any person appearing or brought before them Parties by court. in manner aforesaid concerning the affairs, dealings, estate, or effects of the L20 Vict. v. 47, company, and may reduce into writing the answers of every such person, and require him to subscribe the same (s). 118. The Court may, at any time before or after it has made an order Power to arrest for winding up a company, upon proof being given that there is probable contributory cause for believing that any contributory (¢) to such company is about to eles quit the United Kingdom, or otherwise abscond, or to remove or conceal gonceal any of any of his goods or chattels, for the purpose of evading payment of calls, his property. or for avoiding examination in respect of the affairs of the company, (21 Vict. c 14 cause such contributory to be arrested, and his books, papers, monies, § 11.] securities for monies, goods, and chattels to be seized, and him and them to be safely kept until such time as the Court may order (1). 119. Any powers by this act conferred on the Court shall be deemed to Powers of court be in addition to and not in restriction of any other powers subsisting C™mulative. either at law or in equity, of instituting proceedings against any contri- butory, or the estate of any contributory, or against any debtor of the company for the recovery of any call or other sums due from such con- tributory, or debtor, or his estate ; and such proceedings may be instituted accordingly. Enforcement of and appeal from orders. 120. All orders made by the Court of Chancery in England or Ireland Power to enforce under this act may be enforced in the same manner in which orders of orders. [20 Vict. ©. 47, § 60. (s) See ante, pp. 689 et seq. (u) See ante, p. 692, ] (t) Or alleged contributory. See § 74. L.C. *3 Q 962 AppENDIx V. Power to order contributories in Scotland to pay calls. [22 Vict. v. 60, §5.] Order made in England to be enforced in Scot- land and Ire- land (y). [22 Vict. c. 60, § 12.] Mode of dealing with orders to be enforced by other courts. [22 Vict. c. 60, $ 13,] THE COMPANIES AcT, 1862. such Court of Chancery made in any suit pending therein may be enforced ; and for the purposes of this part of this act the Court of the vice- warden of the Stannaries shall, in addition to its ordinary powers, have the same power of enforcing any orders made by it as the Court of Chancery in England has in relation to matters within the jurisdiction of such Court; and for the last-mentioned purposes the jurisdiction of the vice-warden of the Stannaries shall be deemed to be co-extensive in local limits with the jurisdiction of the Court of Chancery in England (z). 121. Where an order, interlocutor, or decree has been made in Scot- land for winding up a company by the Court, it shall be competent to the Court in Scotland during session, and to the lord ordinary on the bills during vacation, on production by the liquidators of a list certified by them of the names of the contributories liable in payment of any calls which they may wish to enforce, and of the amount due by each con- tributory respectively and of the date when the same became due, to pronounce forthwith a decree against such contributories for payment of the sums so certified to be due by each of them respectively, with interest from the said date till payment, at the rate of five pounds per centum per annum, in the same way and to the same effect as if they had severally consented to registration for execution, on a charge of six days, of a legal obligation to pay such calls and interest ; and such decree may be extracted immediately, and no suspension thereof shall be competent, except on caution or consignation, unless with special leave of the Court or lord ordinary. 122. Any order made by the Court in England for or in the course of the winding up of a company under this act shall be enforced in Scotland and Ireland in the Courts that would respectively have had jurisdiction in respect of such company if the registered office of the company had been situate in Scotland or Ireland, and in the same manner in all respects as if such order had been made by the Courts that are hereby required to enforce the same; and in like manner orders, interlocutors, and decrees, made by the Court in Scotland (z) for or in the course of the winding up of a company, shall be enforced in England and Ireland, and orders made by the Court in Ireland for or in the course of winding up a company shall be enforced in England and Scotland by the Courts which would respectively have had jurisdiction in the matter of such company if the registered office of the company were situate in the division of the United Kingdom where the order is required to be enforced, and in the same manner in all respects as if such order had been made by the Court required to enforce the same in the case of a company within its own jurisdiction. 123, Where any order, interlocutor, or decree made by one Court is re- quired to be enforced by another Court, as hereinbefore provided, an office copy of the order, interlocutor, or decree so made shall be produced to the proper officer of the Court required to enforce the same, and the production of such office copy shall be sufficient evidence of such order, interlocutor, or decree having been made; and thereupon such last-mentioned Court shall take such steps in the matter as may be requisite for enforcing such order, interlocutor, or decree in the same manner as if it were the order, interlocutor, or decree of the Court enforcing the same. (x) See ante, p. 697. (z) See City of Glasgow Bank, 14 Ch. (y) See International Pulp und Paper D. 628. Co., 3 Ch. D. 594. 25 & 26 vicr. cap. 89.—paRT IV. WINDING UP. 963 124. Rehearings of (a) and appeals from any order or decision made or Apprnprx V. given in the matter of the winding up of a company by any Court having jurisdiction under this act, may be had in the same manner and subject orders to the same conditions in and subject to which appeals may be had from ole, any order or decision of the same Court in cases within its ordinary juris- ie a ae diction ; subject to this restriction, that no such rehearing or appeal shall 109, 12% 13 be heard unless notice of the same is given within three weeks after any Vict. e. 108, order complained of has been made in manner in which notices of appeal § 33-] are ordinarily given according to the practice of the Court appealed from, unless such time is extended by the Court of Appeal (b) : provided that it shall be lawful for the lord warden of the Stannaries, by a special or general order, to remit at once any appeal allowed and regularly lodged with him against any order or decision of the vice-warden made in the matter of a winding up to the Court of Appeal in Chancery ; which Court shall thereupon hear and determine such appeal, and have power to re- quire all such certificates of the vice-warden, records of proceedings below, documents, and papers as the lord warden would or might have required upon the hearing of such appeal, and to exercise all other the jurisdiction and powers of the lord warden specified in the act of Parliament passed in the eighteenth year of the reign of her present Majesty, chapter thirty-two ; [18 & 19 Vict. and any order so made by the Court of Appeal in Chancery shall he final, ¢. 32.] without any further appeal. 125. In all proceedings under this part of this act, all Courts, judges, Judicial notice and persons judicially acting, and all other officers, judicial or ministerial, pclae a of any Court, or employed in enforcing the process of any Court, shall eee take judicial notice of the signature of any officer of the Courts of Chancery W& 1 Vict. or Bankruptcy in England or in Treland, or of the Court of Session im ¢ 45° § 111.] Scotland, or of the registrar of the Court of the vice-warden of the Stan- naries, and also of the official seal or stamp of the several offices of the Courts of Chancery or Bankruptcy in England or Ireland, or of the Court of Session in Scotland, or of the Court of the vice-warden of the Stan- naries, when such seal or stamp is appended to or impressed on any docu- ment made, issued, or signed under the provisions of this part of the act, or any official copy thereof. 126. [The commissioners of the Court of Bankruptcy (c) and] the judges Special commis- of the county courts in England who sit at places more than twenty miles *ioners for taking from the General Post Office, and the commissioners of bankrupt and the evidence, assistant barristers and recorders in Ireland, and the sheriffs of counties [20 a o 4, in Scotland, shall be commissioners for the purpose of taking evidence under this act in cases where any company is wound up in any part of the United Kingdom ; and it shall be lawful for the Court to refer the whole or any part of the examination of any witnesses under this act to any person hereby appointed commissioner, although such commissioner is out of the jurisdiction of the Court that made the order or decree for winding up the company ; and every such commissioner shall, in addition to any power of summoning and examining witnesses, and requiring the produc- tion or delivery of documents, and certifying or punishing defaults by witnesses, which he might lawfully exercise as a [commissioner of the Court of Bankruptcy] (c), judge of a county court, commissioner of bank- Appeals from (a) As to rehearings, see ante, p. 715, and 748. 699. (c) These words repealed by 38 & 39 (b) See ante, pp. 662, 697 et sez7., Vict. c. 66. 3Q 2 964 APPENDIX Y. Court may order the examination of persons in Scotland. [12 & 13 Vict. c. 108, § 21.] Affidavits may be sworn, &c., before any competent court or person, (12 & 13 Vict. ec. 108, § 24.) THE COMPANIES AcT, 1862. rupt, assistant barrister, or recorder, or as a sheriff of a county, have in the matter so referred to him all the same powers of summoning and examin- ing witnesses, and requiring the production or delivery of documents, and punishing defaults by witnesses, and allowing costs and charges and ex- penses to witnesses, as the Court which made the order for winding up the company has; and the examination so taken shall be returned or reported to such last-mentioned Court in such manner as it directs. 127. The Court may direct the examination in Scotland of any person for the time being in Scotland, whether a contributory of the company or not, in regard to the estate, dealings, or affairs of any company in the course of being wound up, or in regard to the estate, dealings, or affairs of any person being a contributory of the company, so far as the company may be interested therein by reason of his being such contributory ; and the order or commission to take such examination shal] be directed to the sheriff of the county in which the person to be examined is residing or happens to be for the time ; and the sheriff shall summon such person to appear before him at a time and place to be specified in the summons for examination upon oath as a witness or as a haver, and to produce any books, papers, deeds, or documents called for which may be in his posses- sion or power ; and the sheriff may take such examination either orally or upon written interrogatories and shall report the same in writing in the usual form to the Court and shall transmit with such report the books, papers, deeds, or documents produced, if the originals thereof are required and specified by the order, or otherwise such copies thereof or extracts therefrom, authenticated by the sheriff, as may be necessary ; and in case any person so summoned fails to appear at the time and place specified, or appearing refuses to be examined, or to make the production required, the sheriff shall proceed against such person as a witness or haver duly cited, and failing to appear or refusing to give evidence or make production may be proceeded against by the law of Scotland: and the sheriff shall be entitled to such and the like fees, and the witness shall be entitled to such and the like allowances as sheriffs when acting as commissioners under appointment from the Court of Session, and as witnesses and havers are entitled to in the like cases according to the law and practice of Scotland ;. if any objection is stated to the sheriff by the witness, either on the ground of his incompetency as a witness, or as to the production required to be made, or on any other ground whatever, the sheriff may, if he thinks fit, report such objection to the Court, and suspend the examination of such witness until such objection has been disposed of by the Court. 128. Any affidavit, affirmation, or declaration required to be sworn or made, under the provisions or for the purposes of this part of this act, may be lawfully sworn or made in Great Britain or Ireland, or in any colony, island, plantation, or place under the dominion of her Majesty in foreign parts, before any court, judge, or person lawfully authorised to take and receive affidavits, affirmations, or declarations, or before any of her Majesty’s consuls or vice-consuls, in any foreign parts out of her Majesty’s dominions ; and all courts, judges, justices, commissioners, and persons acting judicially shall take judicial notice of the seal or stamp or signature (as the case may be) of any such court, judge, person, consul, or vice-consul attached, appended, or subscribed to any such affidavit, affirmation, or declaration, or to any other document to be used for the purposes of this part of this act. 25 & 26 vict. cap. 89.—pranT Iv. WINDING UP. 965 Voluntary winding up of company (a). AppEnpix V. 129. A company under this act may be wound up voluntarily, Circumstances (1.) Whenever the period, if any, fixed for the duration of the com- under which pany by the articles of association expires, or whenever the event, heres may be if any occurs, upon the occurrence of which it is provided by voluntarily; the articles of association that the company is to be dissolved, [20 Vict, ¢. 47 and the company in general meeting has passed a resolution g 392] requiring the company to be wound up voluntarily : (2.) Whenever the company has passed a special resolution requiring the company to be wound up voluntarily (e) : (8.) Whenever the company has passed an extraordinary resolution to the effect that it has been proved to their satisfaction that the company cannot, by reason of its liabilities, continue its busi- ness, and that it is advisable to wind up the same (f): For the purposes of this act, any resolution shall be deemed to be extra- ordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a special resolution, as herein- before defined (g). 130. A voluntary winding up shall be deemed to commence at the time Commencement of the passing of the resolution authorising such winding up (h). of voluntary 131. Whenever a company is wound up voluntarily, the company shall, Saincliag Us from the date of the commencement of such winding up, cease to carry on c a tee its business, except in so far as may be required for the beneficial winding Ee j ‘ < ect of volun- up thereof, and all transfers of shares, except transfers made to or with tary winding up the sanction of the liquidators, or alteration in the status of the members on status of of the company taking place after the commencement of such winding up, company. shall be void (7), but its corporate state and all its corporate powers shall, [20 Vict. v. 47, notwithstanding it is otherwise provided by its regulations, continue until § 104.) the affairs of the company are wound up (i). 132. Notice of any special resolution or extraordinary resolution passed Notice of resolu- for winding up a company voluntarily shall be given by advertisement as oes . eg up respects companies registered in England in the “ London Gazette,” as "°U™ respects companies registered in Scotland in the “ Edinburgh Gazette,” and Eee ee as respects companies registered in Ireland in the ‘‘ Dublin Gazette.” , 133. The following consequences shall ensue upon the voluntary winding Consequences of up of a company : voluntary wind- (1.) The property of the company shall be applied in satisfaction of '"8 "P its liabilities pari passu (1), and, subject thereto, shall, unless it [20 Vict. v. 47, be otherwise provided by the regulations of the company, be nel distributed amongst the members, according to their rights and interests in the company : (2.) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property : (3.) The company in general meeting shall appoint such persons or person as it thinks fit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or him (m) : (d) See ante, pp. 874 et seq. (i) See § 153, and ante, pp. 667, (e) See §§ 51, 53, and 132. 673. (f) Seo ante, p. 877, and as to (£) See §§ 142, 143, and ante, p. 885. advertisement of the resolution, § 132. (J) See § 159, and ante, p, 884. (g) See § 51. (m) See §§ 135 and 140, 141, and (A) See ante, pp. 664, 877. ante, pp. 878, et seq. 966 APPENDIX Y. Effect of winding up on sbare capital of com- pany limited by guarantee. Power of com- pany to delegate authority to appoint liqui- dators, &ec. Arrangement when binding company and on creditors. THE COMPANIES ACT, 1862. (4.) If one person only is appointed, all the provisions herein con- tained in reference to several liquidators shall apply to him : (5.) Upon the appointment of liquidators, all the power of the directors shall cease, except in so far as the company in general meeting or the liquidators may sanction the continuance of such powers : (6.) When several liquidators are appointed, every power hereby given may be exercised by such one or more of them, as may be determined at the time of their appointment, or in default of such determination by any number not less than two : (7.) The liquidators may, without the sanction of the Court, exercise all powers by this act given to the official liquidator (n) : (8.) The liquidators may exercise the powers hereinbefore given to the Court of settling the list of contributories of the company ; and any list so settled shall be primd facie evidence of the liability of the persons named therein to be contributories (0) : (9.) The liquidators may at any time after the passing of the resolu- tion for winding up the company, and before they have ascer- tained the sufficiency of the assets of the company, call on all or any of the contributories for the time being settled on the list of contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves ; and the liquidators may in making a call take into consideration the probability that some of the contri- butories upon whom the same is made may partly or wholly fail to pay their respective portions of the same (p) : (10.) The liquidators shall pay the debts of the company, and adjust the right of the contributories amongst themselves (q). 134. Where a company limited by guarantee, and having a capital divided into shares, is being wound up voluntarily, any share capital that may not have been called up shall be deemed to be assets of the com- pany, and to be a specialty debt due from each member to the company to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the liquidators (7). 135. A company about to be wound up voluntarily, or in the course of being wound up voluntarily, may, by an extraordinary resolution (s), delegate to its creditors, or to any committee of its creditors, the power of appointing liquidators or any of them, and supplying any vacancies in the appointment of liquidators, or may by a like resolution enter into any arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to be exercised ; and any act done by the creditors in pursuance of such delegated powers shall have the same effect as if it had been done by the company. 136. Any arrangement entered into between a company about to be wound up voluntarily, or in the course of being wound up voluntarily, (n) See §§ 95, 138, 139, 159, 160, are different but the meaning the same. and ante, pp. 708 et seq. See Bridgewater Navigation Co., 39 Ch. (0) See §§ 98, 99, and ante, p. 745. D.p. 21. | (p) See, also, § 102, and ante, p. 884. (r) See, also, § 90. (g) Compare § 109, where the words (s) § 129. 25 & 26 vict. cap. 89.—PART Iv. WINDING UP. 967 and its creditors, shall be binding on the company if sanctioned by an AppEnprx V. extraordinary resolution (s), and on the creditors if acceded to by three SS” fourths in number and value of the creditors, subject to such right of appeal as is hereinafter mentioned. 137. Any creditor or contributory of a company that has in manner Ppowerof creditor aforesaid entered into any arrangement with its creditors may, within or contributory three weeks from the date of the completion of such arrangement, appeal to appeal. to the Court against such arrangement, and the Court may thereupon, as it thinks just, amend, vary, or confirm the same (t). 138, Where a company is being wound up voluntarily, the liquidators power for liqui- or any contributory of the company may apply to the Court (w) in Eng- dators or contri- land, Ireland, or Scotland, or to the Lord Ordinary on the bills in Scotland butories in vo- in time of vacation, to determine any question arising in the matter of such ee ied ee winding up, or to exercise, as respects the enforcing of calls, or in respect ree ia of any other matter, all or any of the powers which the Court might exer- [22 Vict. «. 60, cise if the company were being wound up by the Court; and the Court § 14.] or Lord Ordinary in the case aforesaid, if satisfied that the determina- tion of such question, or the required exercise of power, will be just and beneficial (x) may accede, wholly or partially, to such application, on such terms and subject to such conditions as the Court thinks fit, or it may make such other order, interlocutor, or decree on such application as the Court thinks just. 139. Where a company is being wound up voluntarily the liquidators Power of liqui- may, from time to time, during the continuance of such winding up, dators to call summon general meetings of the company for the purpose of obtaining gener! meetings. the sanction of the company by special resolution or extraordinary resolu- [21 Vict. ¢. 14, tion, or for any other purposes they think fit; and in the event of the winding up continuing for more than one year, the liquidators shall summon a general meeting of the company at the end of the first year, and of each succeeding year from the commencement of the winding up, or as soon thereafter as may be convenient, and shall lay before such meeting an account showing their acts and dealings, and the manner in which the winding up has been conducted during the preceding year. 140. If any vacancy occurs in the office of liquidators appointed by the Power to fill company, by death, resignation, or otherwise, the company in general up vacancy in meeting may, subject to any arrangement they may have entered into liquidators. with their creditors, fill up such vacancy ; and a general meeting for the [22 Vict. c. 60, purpose of filling up such vacancy may be convened by the continuing § 15.] liquidators, if any, or by any contributory of the company, and shall be deemed to have been duly held if held in manner prescribed by the regu- lations of the company, or in such other manner as may, on application by the continuing liquidator, if any, or by any contributory of the com- pany, be determined by the Court. 141. If from any cause whatever there is no liquidator acting in the Power of court case of a voluntary winding up, the Court may, on the application of a to appoint contributory, appoint a liquidator or liquidators; the Court may also, on /uidators. due cause shown, remove any liquidator, and appoint another liquidator to act in the matter of a voluntary winding up (y). (s) § 129. (x) See Gold Co., 12 Ch. D. 77, and (é) See Rule 51. Heiron’s case, 15 Ch. D, 189. (u) See Rule 51. See ante, p. 615, (y) See Rule 51, and § 150, and ante, and as to staying actions, &., pp. 673 pp. 703, 878. et seg., and p. 883. 968 THE COMPANIES ACT, 1862. AppENDIXx V. 142. As soon as the affairs of the company are fully wound up, the viautabarston. liquidators shall make up an account showing the manner in which such Pia B winding up has been conducted, and the property of the company disposed winding up to of; and thereupon they shall call a general meeting of the company for make anac- the purpose of having the account laid before them and hearing any count and ae explanation that may be given by the liquidators ; the meeting shall be eee a called by advertisement, specifying the time, place, and object of such [20 Viet. e. 47, meeting ; and such advertisement shall be published one month at least § 104.] previously to the meeting, as respects companies registered in England in the ‘‘ London Gazette,” and as respects companies registered in Scotland in the “ Edinburgh Gazette,” and as respects companies registered in Treland in the “ Dublin Gazette.” Liquidators to 143. The liquidators shall make a return to the registrar of such report meeting meeting having been held, and of the date at which the same was held ; to registrar. and on the expiration of three months from the date of the registration of [2¢ Vict. c. £7, such return the company shall be deemed to be dissolved: if the liquida- $104.) tors make default in making such return to the registrar they shall incur a penalty not exceeding five pounds for every day during which such default continues. Costs of volun- 144, All costs, charges, and expenses properly incurred in the voluntary tary liquidation. winding up of a company, including the remuneration of the liquidators, [20 Vict. v. 47, shall be payable out of the assets of the company in priority to all other § 104.] claims. Creditor may 145. The voluntary winding up of a company shall not be a bar to the insist on winding right of any creditor of such company to have the same wound up by the up by Court. Court, if the Court is of opinion that the rights of such creditor will be DOLL e 47, prejudiced by a voluntary winding up (2). Power offeourt 146. Where a company is in cowrse of being wound up voluntarily, to adopt proceed- 2nd proceedings are taken for the purpose of having the same wound up ings of voluntary by the Court, the Court may, if it thinks fit, notwithstanding that it winding up. makes an order directing the company to be wound up by the Court, pro- (21 Vict. cv. 14, vide in such order or in any other order for the adoption of all or any of §19.] the proceedings taken in the course of the voluntary winding up (a). Winding up subject to the supervision of the Court (b). Power of court 147. When a resolution has been passed by a company to wind up to direct volun- yoluntarily, the Court may make an order directing that the voluntary ee winding up should continue, but subject to such supervision of the Court, ject to super- 2nd with such liberty for creditors, contributories, or others, to apply to vision of Court. the Court, and generally upon such terms and subject to such conditions [21 Vict. c. 14, as the Court thinks just (c). 19. 148. A petition, praying wholly or in part that a voluntary winding up Effect of petition should continue, but subject to the supervision of the Court, and which for continuance +1 7s . . ae = of matt ap winding wp is hereinafter referred to as a winding up subject to the super subject to vision of the Court, shall, for the purpose of giving jurisdiction to the supervision. [22 Vict. c. 60, (2) Ante, p. 636. As to how far a (b) See ante, p. 886. $2] compulsory order supersedes a voluntary (c) For form of order, see form No. 4, winding up, see Thomas v. Patent Lionite in the 3rd Sched. to the Rules, As to Co., 17 Ch. D. 250. who may petition, and as to ‘‘ or others ee (a) See Taurine Co., 25 Ch. D.118, see Pen y Van Colliery Co., 6 Ch. D. p. 139. 477. 25 & 26 vicr. cap. 89.—PraRT IV. WINDING UP. 969 Court over suits and actions, be deemed to be a petition for winding up Arprnvrx V. the company by the Court (). Pas SES ant AEE 149. The Court may, in determining whether a company is to be Court may have wound up altogether by the Court, or subject to the supervision of the regard to wishes Court in the appointment of liquidator or liquidators, and in all other ef creditors. matters relating to the winding up subject to supervision, have regard to [22 Vict. ¢. 60, the wishes of the creditors or contributories as proved to it by any 88? &3] sufficient evidence, and may direct meetings of the creditors or contribu- tories to be summoned, held, and regulated in such manner as the Court directs for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting, and to report the result of such meeting to the Court: in the case of creditors regard shall be had to the value of the debts due to each creditor, and in the case of contribu- tories to the number of votes conferred on each contributory by the regu- lations of the company (e). 150. Where any order is made by the Court for a winding up subject Power to court to the supervision of the Court, the Court may, in such order or in any te appoint addi. . Pee cy [Baas . : tional liquidators subsequent order, appoint any additional liquidator or liquidators ; and je ingen any liquidators so appointed by the Court shall have the same powers, be gubject to super- subject to the same obligations, and in all respects stand in the same vision. position as if they had been appointed by the company ; the Court may [22 Vict. v. 60, from time to time remove any liquidators so appointed by the Court, § 3.] and fill up any vacancy occasioned by such removal, or by death or resignation ( f). 151, Where an order is made for winding up, subject to the supervision Effect of order of the Court, the liquidators appointed to conduct such winding up may, of court for subject to any restrictions imposed by the Court, exercise all their powers, ee without the sanction or intervention of the Court, in the same manner as SUT if the company were being wound up altogether voluntarily ; but, SAVE AS [99 Vict, c. 60, aforesaid, any order inade by the Court for a winding up, subject to the § 4.] supervision of the Court, shall for all purposes, including the staying of actions, suits, and other proceedings, be deemed to be an order of the Court for winding up the company by the Court, and shall confer full authority on the Court to make calls, or to enforce calls made by the liquidators, and to exercise all other powers which it might have exercised if an order had been made for winding up the company altogether by the Court ; and in the construction of the provisions whereby the Court is em- powered to direct any act or thing to be done to or in favour of the official liquidators, the expression official liquidators shall be deemed to mean the liquidators conducting the winding up subject to the supervision of the Court (9). 152. Where an order has been made for the winding up of a company Appointment in subject to the supervision of the Court, and such order is afterwards super- °ettain cases of seded (h) by an order directing the company to be wound up compulsorily, be seg ‘a official liqui- (d) See § 85; and as to the petition, ing actions, &c., p. 674; as to dealings aa c. 60, see Rules 1—5, and see ante, pp. 654 with property, p. 666; as to transfers §8 et seq., and p. 673. of shares, pp. 831 et seg. ; as to com- (e) See, also, § 91, and Rules 45—47. promises, &c., §§ 159 and 160. (f) See, also, § 141. (2) As to how far a compulsory order (g) See, as to this section, ante, p. supersedes a voluntary winding up, seo 888; as to the commencement of the Thomas v. Patent Lionite Co., 17 Ch. winding up, pp. 664 and 889 ; asto stay- D. 250. 970 THE COMPANIES ACT, 1862. Avpenpix V. the Court may in sueh last-mentioned order, or in any subsequent order, appoint the voluntary liquidators or any of them, either provisionally or permanently, and either with or without the addition of any other persons, to be official liquidators. Supplemental provisions. Dispositions of 153. Where any company is being wound up by the Court or subject property, &., to the supervision of the Court, all dispositions of the property, effects, after the com- and things in action of the company, and every transfer of shares, or mencement of the os , winding up to be alteration in the status of the members of the company made between the void. commencement of the winding up (7) and the order for winding up, shall, [20 Vict. c. 47, unless the Court otherwise orders, be void (x). § 73.] 154. Where any company is being wound up, all books, accounts, and The books of the documents of the company and of the liquidators shall, as between the company tobe — eontributories of the company (1), be primd facie evidence of the truth of evidence. P : [20 Viet. c. 47 all matters purporting to be therein recorded (m). ; § 81.] ; 155. Where any company has been wound up under this act and is Disposal of about to be dissolved, the books, accounts, and documents of the company posal o Seas : 5 : books, accounts, and of the liquidators may be disposed of in the following way ; that is and documents to say, where the company has been wound up by or subject to the super- of the company. vision of the Court, in such way as the Court directs, and where the com- pany has been wound up voluntarily, in such way as the company by an extraordinary resolution directs ; but after the lapse of five years from the date of such dissolution, no responsibility shall rest on the company, or the liquidators, or any one to whom the custody of such books, accounts, and documents has been committed, by reason that the same, or any of them, cannot be made forthcoming to any party or parties claiming to be interested therein (m). Inspection of 156. Where an order has been made for winding up a company by the books, Court, or subject to the supervision of the Court, the Court may make [22 Vict. c, 60, Such order for the inspection by the creditors and contributories of the : company of its books and papers as the Court thinks just ; and any books and papers in the possession of the company may be inspected by creditors or contributories, in conformity with the order of the Court, but not further or otherwise (0). Power ofassignee 157. Any person to whom any thing in action belonging to the com- tosueand be pany is assigned, in pursuance of this act, may bring or defend any action sued, or suit relating to such thing in action in his own name. Debts and claims 158. In the event of any company being wound up under this act, all of alldescriptions debts payable on a contingency, and all claims against the company, to be proved. present: or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made, so far as is possible, of the value of all such debts or claims, as may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value (p). (ad) See § 84. (n) As to right of litigants to compel (&) See, also, §§ 131, 163, 164, and the production of these books by the ante, pp. 666 et seq. liquidator, see London and Yorkshire (t) And alleged contributories, see Bank v. Cooper, 15 Q. B. D. 473. 74. (0) See Rule 58, and ante, p. 704. (m) See ante, p. 705. (p) See Rules 20—28, and ante, pp. 25 & 26 vict. cap. 89.—PART Iv. WINDING UP. 971 159. The liquidators may, with the sanction of the Court (gq), where AppEnpix V. the company is being wound up by the Court or subject to the supervision Power te take: of the Court, and with the sanction of an extraordinary resolution (1) of compromises,icc., the company, where the company is being wound up altogether volun- with creditors. tarily, pay any classes of creditors in full, or make such compromise or [22 Vict, c, 60, other arrangement as the liquidators may deem expedient with creditors § 10.] or persons claiming to be creditors, or persons having or alleging them- selves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable (s). 160. The liquidators may, with the sanction of the Court (t) where the Power to make company is being wound up by the Court or subject to the supervision compromises of the Court, and with the sanction of an extraordinary resolution (u) of oe the company where the company is being wound up altogether voluntarily, [22 Viet. . 60 compromise all calls and liabilities to calls, debts, and liabilities capable g 19.] Stiga of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or sup- posed to subsist between the company and any contributory or alleged contributory, or other debtor or person apprehending liability to the com- pany, and all questions in any way relating to or affecting the assets of the company or the winding up of the company, upon the receipt of such sums, payable at such times, and gencrally upon such terms as may be agreed upon, with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give complete discharges in respect of all or any such calls, debts, or liabilities (x), 161. Where any company is proposed to be or is in the course of being Power for liqui- wound up altogether voluntarily, and the whole or a portion of its business dators to accept or property is proposed to be transferred or sold to another company, eee the liquidators of the first-mentioned company may, with the sanction of saj9 of property a special resolution (y) of the company by whom they were appointed, to another conferring either a general authority on the liquidators, or an authority company. in respect of any particular arrangement, receive in compensation or part [21 Vict. c. 14, compensation for such transfer or sale, shares, policies, or other like in- $17.) terests in such other company, for the purpose of distribution amongst the members of the company being wound up, or may enter into any other arrangement whereby the members of the company being wound up may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company ; and any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the members of the company being wound up; subject to this proviso, that if any member of the company being wound up, who has not voted in favour of the special resolution passed by the company of which he is a member at either of the meetings held for passing the same, expresses his dissent from any such special resolution in writing addressed to the liqui- dators or one of them, and left at the registered office of the company not 716 et seg.; and as to annuities and (t) See Rules 50, 60—62. policies, 35 & 36 Vict. c. 41, ante, p. (u) See § 129. 732. (x) See §§ 136, 187; 33 & 34 Vict. (q) See rules 49, 60—62. c. 104, § 2, ante, pp. 709 et seq. (r) See § 129. (y) See § 51. (s) See ante, pp. 709, 711. z 972 APPENDIX V. Mode of deter- mining price. Certain attach- ments, &c., to be void. [20 Vict. c. 47, § 80.] Fraudulent pre- ference. [20 Vict. c. 47, § 76.] Power of court to adjudicate THE COMPANIES ACT, 1862. later than seven days after the date of the meeting at which such special resolution was passed (z), such dissentient member may require the liqui- dators to do one of the following things as the liquidators may prefer; that is to say, either to abstain from carrying such resolution into effect, or to purchase the interest held by such dissentient member at a price to be determined in manner hereinafter mentioned, such purchase-money to be paid before the company is dissolved, and to be raised by the liquidators in such manner as may be determined by special resolution ; no special resolution shall be deemed invalid for the purposes of this section by reason that it is passed antecedently to or concurrently with any resolution for winding up the company, or for appointing liquidators ; but if an order be made within a year for winding up the company by or subject to the super- vision of the Court, such resolution shall not be of any validity unless it is sanctioned by the Court («). 162. The price to be paid for the purchase of the interest of any dis- sentient member may be determined by agreement ; but if the parties dispute about the same, such dispute shall be settled by arbitration, and for the purposes of such arbitration the provisions of “The companies clauses consolidation act, 1845,” with respect to the settlement of disputes by arbitration (b), shall be incorporated with this act; and in the con- struction of such provisions this act shall be deemed to be the special act, and the “ company ” shall mean the company that is being wound np, and any appointment by the said incorporated provisions directed to be made under the hand of the secretary, or any two of the directors, may be made under the hand of the liquidator, if only one, or any two or more of the liquidators if more than one. 163. Where any company is being wound up by the Cowt or subject to the supervision of the Court, any attachment, sequestration, distress, or execution put in force against the estate or effects of the company after the commencement of the winding up shall be void to all intents (c). 164, Any such conveyance, mortyage, delivery of goods, payment, execu- tion, or other act relating to property as would, if made or done by or against any individual trader, be deemed in the event of his bankruptcy to have been made or done by way of undue or fraudulent preference of the creditors of such trader, shall, if made or done by or against any company, be deemed, in the event of such company being wound up under this act, to have been made or done by way of undue or fraudulent preference of the creditors of such company, and shall be invalid accordingly (d) ; and for the purposes of this section the presentation of a petition for winding up a company shall in the case of a company being wound up by the Court or subject to the supervision of the Court, and a resolution for winding up the company shall in the case of a voluntary winding up, be deemed to correspond with the act of bankruptcy in the case of an individual trader : and any conveyance or assignment made by any company formed under this act of all its estate and effects to trustees for the benefit of all its creditors shall he void to all intents. 165. Where, in the course of the winding up of any company under (2) Union Bank of Kingston-upcn- (b) 8 & 9 Vict. v. 16, §§ 128—134. Hull, 13 Ch. D. 808. (c) See, also, §§ 84, 85, 87, 197, 198, (a) See, as to transfers of business 201, 202, and see ante, pp. 671 et seq. under §§ 161 and 162, ante, pp. 711, (d) See ante, p. 668. 882, and 894, 25 & 26 vict. cap. 89.—PART IV. WINDING UP. 973 this act, it appears that any past or present director, manager, official, or APPENDIX V. other liquidator, or any officer of such company, has misapplied or re- ae hea ae tained in his own hands or become liable or accountable for any monies quent directors of the company, or been guilty of any misfeasance or breavh of trust in and officers. relation to the company, the Court may, on the application of any liqui- dator, or of any creditor or contributory of the company, notwithstanding that the offence is one for which the offender ix criminally responsible, examine into the conduct of such director, manager, or other officer, and compel him to repay any monies so misapplied or retained, or for which he has become liable or accountable, together with interest after such rate as the Court thinks just, or to contribute such sums of money to the assets of the company by way of compensation in respect of such misap- plication, retainer, misfeasance, or breach of trust, as the Court thinks just (e). 166. If any director, officer, or contributory of any company wound up Penalty on under this act destroys, mutilates, alters, or falsifies any books, papers, ee of writings, or securities, or makes or is privy to the making of any false or baie fraudulent entry in any register, book of account, or other document be- te aa, longing to the company with intent to defraud or deceive any person, : every person so offending shall be deemed to be guilty of a misdemeanor, and upon being convicted shall be liable to imprisonment for any term not exceeding two years, with or without hard labour (f). 167. Where any order is made for winding up a company by the Court Prosecution of or subject to the supervision of the Court, if it appear in the course of delinquent di- * ye . rectors, etc., In such winding up that any past or present director, manager, officer, OF iho case of wind- member of such company has been guilty of any offence in relation to the jing up by court. company for which he is criminally responsible (g), the Court may, on the [22 Vict. v. 60, application of any person interested in such winding up (A), or of its own § 20.] notion, direct the official liquidators, or the liquidators (as the case may be), to institute and conduct a prosecution or prosecutions for such offence, and may order the costs and expenses to be paid out of the assets of the company. 168. Where a company is being wound up altogether voluntarily, if it Prosecution of appear to the liquidators conducting such winding up that any past or pre- (elinquent di- sent director, manager, officer, or member of such company has been guilty one ae of any offence in relation to the company for which he is criminally winding up. responsible, it shall be lawful for the liquidators, with the previous sanction [22 Vict. v. 60 of the Court (7), to prosecute such offender; and all expenses properly § 21.] , incurred by them in such prosecution shall be payable out of the assets of the company in priority to all other liabilities. 169. If any person, upon any examination upon oath or affirmation Penalty on authorised under this act, or in any affidavit, deposition, or solemn Pe‘JUtY- affirmation in or about the winding up of any company under this act, or [11 & 12 Vict. otherwise in or about any matter arising under this act, wilfully and “ 45, § 118.) corruptly give false evidence, he shall, upon conviction, be liable to the penalties of wilful perjury. (e) See ante, pp. 693 et seq. seq., ante, pp. 446, 697. (f ) See, also, 24 & 25 Vict. c. 96, (h) See Rule 51. § 83, ante, pp. 446 et seq. (i) See Rule 51, and ante, p. 881. (g) See 24 & 25 Vict. c. 96, §§ 82, e 974 APPENDIX V. Power of Lord Chancellor of Great Britain to make rules. [20 Vict. c. 47, § 95, and 22 Vict. c. 60, §11.] Power of Court of Session in Scotland to make rules. [20 Vict. v. 47, § 97.] .Power to make rules in Stan- naries Court. [20 Vict. c. 47, § 98.] Power of Lord Chancellor of Ireland to make rules. [20 Vict. c. 47, § 96.] THE COMPANIES ACT, 1862. Power of courts to make rules. [170 authorised the Lord Chancellor to make rules concerning the mode of proceeding to be had for winding up a company in the Court of Chancery, and enacted that until such rules were made the general practice of the Court of Chancery, including the practice hitherto in use in winding up companies, should, so far as the same was applicable and not inconsistent with this act, apply to all proceedings for winding up a company (k).] 171. In Scotland, the Court of Session may make such rules concem- ing the mode of winding up as may be necessary by act of sederunt ; but, until such rules are made, the general practice of the Court of Session in suits pending in such Court shall, so far as the same is applicable and not inconsistent with this act, apply to all proceedings for winding up a company, and official liquidators shall in all respects be considered as possessing the same powers as any trustee on a bankrupt estate. 172. The vice-warden of the Stannaries may, from time to time, with the consent provided for by section twenty-three of the act of eighteenth of Victoria, chapter thirty-two, make rules for carrying into effect the powers conferred by this act upon the Court of the vice-warden ; but, subject to such rules, the general practice of the said Court, and of the registrar’s office in the said Court, including the present practice of the said Court in winding up companies, may be applied to all proceedings under this act. The said vice-warden may likewise, with the same consent, make from time to time rules for specifying the fees to be taken in his said Court in pro- ceedings under this act ; and any rules so made shall be of the same force as if they had been enacted in the body of this act ; and the fees paid in respect of proceedings taken under this act, including fees taken under “The joint stock companies act, 1856,” in the matter of winding up com- panies, shall be applied exclusively towards payment of such additional officers, or such increase of the salaries of existing officers, or pensions to retired officers, or such other needful expenses of the Court, as the lord warden of the Stannaries shall, from time to time, on the application of the vice-warden or otherwise, think fit to direct, sanction, or assign, and mean- while shall be kept as a separate fund, apart from the ordinary fees of the Court arising from other business, to await such direction and order of the lord warden herein, and to accumulate by investment in government securities until the whole shall have been so appropriated (1). 173. In Ireland the Lord Chancellor of Ireland may, as respects the winding up of companies in Ireland, with the advice and consent of the Master of the Rolls in Ireland, exercise the same power of making rules as is by this act hereinbefore given to the Lord Chancellor of Great Britain ; but, until such rules are made, the general practice of the Court of Chan- cery in Ireland, including the practice hitherto in use in Iveland in (k) See 30 & 31 Vict. c. 131, § 20, and ante, p. 685. Under the above section rules have been promulgated. See infra, Appendix No. vi. ; and as to the general practice of the Court of Chancery, see Rules 74 and 75. The section has been repealed by 44 & 45 Vict. c. 59; but the rules in the Ap- pendix are still in force. (2) Rules have been issued under this section, but they are not printed in the present work, They are published by Stevens and Sons. And see 30 & 31 Vict. c. 181, § 20. 25 & 26 vict. cap. 89.—-PART V. REGISTRATION, ETC. 975 winding up companies, shall, so far as the same is applicable and not AppENprx V. inconsistent with this act, apply to all proceedings for winding up a company. PART V. REGISTRATION OFFICE. 174. The registration of companies under this act shall be conducted as Constitution of follows (that is to say) :— registration (1.) The Board of Trade may, from time to time, appoint such regis- office. trars, assistant registrars, clerks, and servants as they may think [20 Vict. c. 47, necessary for the registration of companies under this act, and neil remove them at pleasure : (2.) The Board of Trade may make such regulations as they think fit with respect to the duties to be performed by any such registrars, assistant registrars, clerks, and servants as aforesaid : (3.) The Board of Trade may, from time to time, determine the places at which offices for the registration of companies are to be established, so that there be at all times maintained in each of the three parts of the United Kingdom at least one such office (m), and that no company shall be registered except at an office within that part of the United Kingdom in which, by the memorandum of association, the registered office of the company is declared to be established, and the board may require that the registrar’s office of the court of the vice-warden of the Stannaries shall be one of the offices fur the registration of companies formed for working mines within the jurisdiction of the Court : (4.) The Board of Trade may, from time to time, direct a seal or seals to be prepared for the authentication of any documents required for or connected with the registration of companies : (5.) Every person may inspect the documents kept by the registrar of joint stock companies ; and there shall be paid for such inspec- tion such fees as may be appointed by the Board of Trade, not exceeding one shilling for each inspection ; and any person may require a certificate of the incorporation of any company, or a copy or extract of any other document or any part of any other document, to be certified by the registrar: and there shall be paid for such certificate of incorporation, certified copy, or extract such fees as the Board of Trade may appoint, not exceeding five shillings for the certificate of incorporation, and not exceeding sixpence for each folio of such copy or extract, or, in Scotland, for each sheet of two hundred words : (6.) The existing registrar, assistant registrars, clerks, and other officers and servants in the office for the registration of joint stock companies shall, during the pleasure of the Board of Trade, hold the offices and receive the salaries hitherto held and received (m) The Board of Trade has, by an Stannaries to be registered in the Court order dated the 14th Feb. 1863, directed of the vice-warden. companies for working mines within the 976 APPENDIX V. Definition of Joint-stock com- panies acts. Application of act to companies formed under joint-stock com- panies acts. THE COMPANIES ACT, 1862. by them, but they shall in the execution of their duties conform to any regulations that may be issued by the Board of Trade : There shall be paid to any registrar, assistant registrar, clerk, or servant that may hereafter be employed in the registration of joint-stock companies, such salary as the Buard of Trade may, with the sanction of the commissioners of the Treasury, direct : (8.) Whenever any act is herein directed to be done to or by the registrar of joint-stock companies, such act shall, until the Board of Trade otherwise directs, be done in England to or by the existing registrar of joint-stock companies, or in his absence to or by such person as the Board of Trade may for the time being authorise, in Scotland to or by the existing registrar of , joint-stock companies in Scotland, and in Ireland to or by the existing assistant registrar of joint-stock companies for Ireland, or by such person as the Board of Trade may for the time being authorise in Scotland or Ireland in the absence of the registrar ; but in the event of the Board of Trade altering the constitution of the existing registry office, such act shall be done to or by such officer or officers and at such place or places with reference to the local situation of the registered offices of the companies to be registered as the Board of Trade may appoint. w (7. PART VI. APPLICATION OF ACT TO COMPANIES REGISTERED UNDER THE JOINT-STOCK COMPANIES ACT. 175. The expression “‘ Joint-stock companies acts” as used in this act shall mean ‘“ The joint-stock companies act, 1856,” “ The joint-stock com- panies act, 1856, 1857,” “The joint-stock banking companies act, 1857,” and “The act to enable joint-stock banking companies to be formed on the principle of limited liability,” or any one or more of such acts, as the case may require ; but shall not include the act passed in the eighth year of the reign of Her present Majesty, chapter one hundred and ten, and intituled “ An act for the registration, incorporation, and regulation of joint-stock companies.” 176. Subject as hereinafter mentioned, this act, with the exception of table A. in the first schedule, shall apply to companies formed and regis- tered under the said Joint-stock companies acts, or any of them, in the same manner in the case of a limited company as if such company had been formed and registered under this act as a company limited by shares, and in the case of a company other than a limited company as if such company had been formed and registered as an unlimited company under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint-stock companies acts, or any of them, and the power of altering regulations by special resolution given by this act (n) shall, in the case of any company formed and registered under the said Joint-stock com- panies acts, or any of them, extend to altering any provisions contained in (n) See §§ 50 and 196, ante, p. 119. 25 & 26 vicr. cap. 89.—PART VII. REGISTRATION, ETO. 977 the table marked B. annexed to ‘The Joint-stock companies act, 1856,” ArpEnprx V. and shall also in the case of an unlimited company formed and registered == SSCS™S as last aforesaid extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the memorandum of association (0). 177. This act shall apply to companies registered but not formed under Application of the said Joint-stock companies acts or any of them in the same manner as act to companies it is hereinafter declared (p) to apply to companies registered but not oo cee ane : ‘ . : . Joint-stock com- formed under this act, with this qualification, that wherever reference is panies acts. made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint-stock companies acts, or any of them (q). 178. Any company registered under the said Joint-stock companies acts, Mode of trans- or any of them, may cause its shares to be transferred in manner hitherto ferring shares. in use, or in such other manner as the company may direct. PART VII. COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT. 179. The following regulations shall be observed with respect to the Regulations as registration of companies under this part of this act ; (that is to say,) to registration (1.) No company having the liability of its members limited by act aon of Parliament or letters patent, and not being a joint-stock com- ea pany as hereinafter defined (r), shall register under this act in pursuance of this part thereof : (2.) No company having the liability of its members limited by act of Parliament, or by letters patent, shall register under this act in pursuance of this part thereof as an unlimited company, or as a company limited by guarantee : (3.) No company that is not « joint-stock company, as hereinafter defined (r), shall in pursuance of this part of this act register under this act as a company limited by shares : (4.) No company shall register under this act in pursuance of this part thereof, unless an assent to its so registering is given by a majority of such of its members as may be present, personally or by proxy, in cases where proxies are allowed by the regula- tions of the company, at some general meeting summoned for the purpose : (5.) Where a company not having the liability of its members limited by act of Parliament or letters patent, is about to register as a limited company, the majority required to assent as aforesaid shall consist of not less than three-fourths of the members present, personally or by proxy, at such last-mentioned general meeting : (6.) Where a company is about to register as a company limited by guarantee, the assent to its being so registered shall be accom- panied by a resolution declaring that each member undertakes to contribute to the assets of the company, in the event of the (0) See ante, p. 115. (q) See ante, p, 115. (p) See Part VII. (r) § 181. See ante, pp, 115, 116. Lc. *3R 978 APPENDIX Y. Companies capa- ble of being registered. [21 Vict. e. 14, § 29.] Definition of joint-stock company. Proviso as to banking com- pany. [22 Vict. c. 91, §1.] Requisitions for registration by companies. THE COMPANIES ACT, 1862. same being wound up, during the time that he is a member or within one year afterwards, for payment of the debts and liabili- ties of the company contracted before the time at which he ceased to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount : In computing any majority under this section, when a poll is demanded, regard shall be had to the number of votes to which each member is entitled according to the regulations of the company of which he is a member. 180. With the above exceptions, and subject to the foregoing regula- tions (s), every company existing at the time of the commencement of this act, including any company registered under the said Joint-stock companies acts (é), consisting of seven or more members, and any company hereafter formed in pursuance of any act of Parliament other than this act, or of letters patent, or being a company engaged in working mines within and subject to the jurisdiction of the Stannaries, or being otherwise duly constituted by law, and consisting of seven or more members, may at any time hereafter register itself under this act as an unlimited company, or a company limited by shares, or a company limited by guarantee ; and no such registration shall be invalid by reason that it has taken place with a view to the company being wound up. 181. For the purposes of this part of this act, so far as the same relates to the description of companies empowered to register as companies limited by shares, a joint-stock company shall be deemed to be a company having a permanent paid-up or nominal capital of fixed amount, divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of shares in such capital, or the holders of such stock, and no other persons; and such company when registered with limited liability under this act shall be deemed to be a company limited by shares (wu). [182. No banking company claiming to issue notes in the United Kingdom shall be entitled to limited liability in respect of such issue, but shall continue subject to unlimited liability in respect thereof ; and, if neces- sary, the assets shall be marshalled for the benefit of the general creditors, and the members shall be liable for the whole amount of the issue, in addition to the sum for which they would be liable as members of a limited company («).] 183. Previously to the registration, in pursuance of this part of this act of any joint-stock company (y), there shall be delivered to the registrar the following documents (that is to say,) :— (1.) A list showing the names, addresses, and occupations of all per- sons who on a day named in such list, and not being more than six clear days before the day of registration, were members of such company, with the addition of the shares held by such (s) See, also, §§ 182—184, and 188. (x) This section was repealed by 42 & (t) The act applies to them, even 43 Vict. c. 76, § 6, See, also, § 188, though they do not register. See §§ and for the corresponding section now in 176, 177, and ante, pp. 113,116, and force, 42 & 43 Vict. w 76, § 6. 617. (y) § 181. (u) See ante, p. 116, 25 & 26 vict. car. 89.—PART VII. REGISTRATION, ETC. 979 persons respectively, distinguishing, in cases where such shares APPENDIX V. are numbered, each share by its number : (2.) A copy of any act of Parliament, royal charter, letters patent, deed of settlement, contract of co-partnery, cost-book regula- tions, or other instrument constituting or regulating the com- pany (z) : (3.) If any such joint-stock company is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following purticulars ; that is to Bay, The nominal capital of the company and the number of shares into which it is divided ; The number of shares taken and the amount paid on each share ; . The name of the company, with the addition of the word “limited” as the last word thereof (a) ; With the addition, in the case of a company intended to be registered as a company limited by guarantee, of the reso- lution declaring the amount of the guarantee. 184. Previously to the registration in pursuance of this part of this act Requisitions for of any company not being a joint-stock company (b), there shall be ae by ‘ ‘ : : isting company delivered to the registrar a list showing the names, addresses, and pot being a occupations of the directors or other managers (if any) of the company, joint-stock also a copy of any act of Parliament, letters patent, deed of settlement, company. contract of co-partnery, cost-book regulations, or other instrument consti- tuting or regulating the company, with the addition, in the case of a com- pany intended to be registered as a company limited by guarantee, of the resolution declaring the amount of guarantee. 185. Where a joint-stock company (c) authorised to register under this Power for act, has had the whole or any portion of its capital converted into stock, company to such company shall, as to the capital so converted, instead of delivering to econ’ eae the registrar a statement of shares, deliver to the registrar a statement of of shares, the amount of stock belonging to the company, and the names of the per- [21 Vict ¢. 14, sons who were holders of such stock, on some day to be named in the § 30.] statement, not more than six clear days before the day of registration. : 186. The lists of members and directors, and any other particulars Authentication relating to the company hereby required to be delivered to the registrar, of statements. shall be verified by a declaration of the directors of the company delivering the same, or any two of them, or of any two other principal officers of the [20 Vict. ¢. 47, company, made in pursuance of the act passed in the sixth year of the § 112.] reign of his late Majesty King William the Fourth chapter sixty-two. : 187. The registrar may require such evidence as he thinks necessary Registrar may for the purpose of satisfying himself whether an existing company is or.not is maou a joint-stock company as hereinbefore defined (d). company, 188. Every banking company existing at the date of the passing of 9, registration this act which registers itself as a limited company shall, at least thirty of banking days previous to obtaining a certificate of registration with limited liability, company with 3 2 eee . ; limited liability. give notice that it is intended so to register the same to every person auiceuaca (z) See § 209, as to insurance com- (6) § 181. panies already registered under 7 & 8 (c) § 181. Vict. c. 110. (d) § 181. (a) See § 190. 3R 2 980 ApPENDIX V. given to cus- tomers. [22 Vict. vw 91, § 3.) Exemption of certain com- panies from pay- ment of fees. [21 Vict. c. 14, § 32.] Power to com- pany to change name. (20 Vict. c. 47, § 114.] Certificate of re- gistration and incorporation of companies. [20 Vict. ¢. 47, § 113.] Certificate to be evidence of com- pliance with act, [20 Vict. c. 47, § 115.) Vesting of pro- perty in com- pany. Registration not to affect ob- ligations incurred previously thereto. [20 Vict. ¢. 47, § 116, and 21 Vict. c. 49, § 8.] ; THE COMPANIES act, 1862. and partnership firm who have a banking account with the company ; and such notice shall be given either by delivering the same to such person or firm, or leaving the same or putting the same into the post addressed to him or them at such address as shall have been last com- municated or otherwise become known as his or their address to or by the company: and, in case the company omits to give any such notice as is hereinbefore required to be given, then as between the com- pany and the person or persons only who are for the time being in- terested in the account in respect of which such notice ought to have been given, and so far as respects such account and all variations thereof down to the time at which such notice shall be given, but not further or otherwise, the certificate of registration with limited liability shall have no operation (e). 189. No fees shall be charged in‘ respect of the registration in pur- suance of this part of this act of any company in cases where such com- pany is not registered as a limited company, or where previously to its being registered as a limited company the liability of the shareholders was limited by some other act of Parliament or by letters patent. 190. Any company authorised by this part of this act to register with limited liability shall, for the purpose of obtaining registration with limited liability, change its name, by adding thereto the word “limited.” 191. Upon compliance with the requisitions in this part of this act contained with respect to registration, and upon payment of such fees, if any, as are payable under the tables marked B. and C. in the first sche- dule hereto, the registrar shall certify under his hand that the company so applying for registration is incorporated as a company under this act, and, in the case of a limited company, that it is limited ; and thereupon such company shall be incorporated, and shall have perpetual succession and a common seal, with power to hold lands ; and any banking company in Scotland so incorporated shall be deemed and taken to be a bank incor- porated, constituted, or established by or under act of Parliament (/). 192. A certificate of incorporation given at any time to any company registered in pursuance of this part of this act shall be conclusive evidence that all the requisitions herein contained in respect of registration under this act have been complied with, and that the company is authorised to be registered under this act as a limited or unlimited company (g), as the case may be ; and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the company is incorporated under this act (h). 193. All such property, real and personal, including all interests and rights in, to, and out of property, real and personal, and including obliga- tions, and things in action, as may belong to or be vested in the company at the date of its registration under this act, shall on registration pass to and vest in the company as incorporated under this act for all the estate and interest of the company therein (2). 194. The registration in pursuance of this part of this act of any com- pany shall not affect or prejudice the liability of such company to have enforced against it, or its right to enforce, any debt or obligation incurred, (e) § 182. See, also, 42 & 43 Vict.c. Ir. 94, and ante, p. 112, note (J). 76, § 6. (k) Compare § 188; and see as to the (f) See § 18, ante, p. 111. certificate, ante, p. 111. (g) These words are not in § 18. See (i) See ante, p. 263, note (c). Ennis v. West Clare Rail. Co., 3 L. R. 25 & 26 vict. cap. 89.—PART VII, REGISTRATION, ETC. 981 or any contract entered into, by, to, with, or on behalf of such company _ APPENDIX Vv. previously to such registration (/). ea 195. All such actions, suits, and other legal proceedings as may at the Continuation of time of the registration of any company registered i in pursuance of tliis existing actions part of this act have been commenced by or against such company, or the 84 suits. public officer or any member thereof, may "be continued in the same [20 Vict. e. 47, manner as if such registration had not taken place ; nevertheless execu- ca oe ue tion shall not issue against the effects of any individual member of such g 10,] company upon any judgment, decree, or order obtained in any action, suit, or proceeding so commenced as aforesaid ; but in the event of the property and effects of the company being insuflicient to satisfy such judgment, decree, or order, an order may be obtained for winding up the company (1). 196. When a company is registered under this act in pursuance of this Effect of regis- part thereof, all provisions contained in any act of Parliament, deed of tation. settlement, contract of co-partnery, cost-book regulations, letters patent, [21 Vict. c. 14, or other instrument constituting or regulating the company, including, 33.] in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if they were contained in a registered memo- randum of association and articles of association ; and all the provisions of this act shall apply to such company and the members, contributories, and creditors thereof, in the same manner in all respects as if it had been formed under this act, subject to the provisions following; (that is to say), (1.) That table A. in the first schedule to this act shall not, unless adopted by special resolution, apply to any company registered under this act in pursuance of this part thereof : (2.) That the provisions of this act relating to the numbering of shares (m) shall not apply to any joint-stock company whose shares are not numbered : (3.) That no company shall have power to alter any provision con- tained in any act of Parliament relating to the company : (4.) That no company shall have power, without the sanction of the Board of Trade, to alter any provision contained in any letters patent relating to the company : (5.) That in the event of the company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the company contracted prior to registration, who is liable, at law or in equity, to pay or contribute to the payment of any debt or liability of the company contracted prior to registration, or to pay or contribute to the payment of any sum, for the adjustment of the rights of the members amongst themselves in respect of any such debt or liahility ; or to pay or contribute to the payment of the costs, charges, and expenses of winding up the company, so far as relates to such debts or liabilities as aforesaid ; and every such contributory shall be liable to con- tribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid ; and in the event of the death, bankruptcy, or insol- () See ante, p. 127. (m) § 22, (2) See ante, pp, 262, 263. 982 AppEnpDix V. Power of court to restrain fur- ther proceedings. [20 Vict. c. 47, § 84.] Order for wind- ing up company. [20 Vict. v. 47, § 73.] Winding up of unregistered companies, 11 & 12 Vict. ec. 45, §§ 1—3.] THE COMPANIES ACT, 1862. vency of any such contributory as last aforesaid, or marriage of any such contributory being a female, the provisions herein- before contained with respect to the representatives, heirs, and devisees of deceased contributories, and with reference to the assignees of bankrupt or insolvent contributories, and to the husbands of married contributories, shall apply (n) : (6.) That nothing herein contained shall authorise any company to alter any such provisions contained in any deed of settlement, contract of co-partnery, cost-book regulations, letters patent, or other instrument constituting or regulating the company, as would, if such company had been originally formed under this act, have been contained in the memorandum of association, and are not authorised to be altered by this act : But nothing herein contained shall derogate from any power of altering its constitution or regulations which may be vested in any company register- ing under this act in pursuance of this part thereof by virtue of any act of Parliament, deed of settlement, contract of co-partnery, letters patent, or other instrument constituting or regulating the company (0). 197. The Court may, at any time after the presentation of a petition for winding up a company registered in pursuance of this part of this act, and before making an order for winding up the company, upon the appli- cation by motion of any creditor of the company, restrain further proceed- ings in any action, suit, or legal proceeding against any contributory of the company as well as against the company as hereinbefore provided, upon such terms as the Court thinks fit (). 198. Where an order has been made for winding up a company regis- tered in pursuance of this part of the act, in addition to the provisions hereinbefore contained (q); it is hereby further provided that no suit, action, or other legal proceeding shall be commenced or proceeded with against any contributory of the company in respect of any debt of the company except with the leave of the Court, and subject to such terms as the Court may impose (r). PART VIII. APPLICATION OF ACT TO UNREGISTERED COMPANIES. 199. Subject as hereinafter mentioned, any partnership, association, or company, except railway companies incorporated by act of Parliament (s), consisting of more than seven members, and not registered under this act, and hereinafter included under the term unregistered company (t), may be (n) See §§ 74—78, 105, 106, 200, and ation, see §§ 50 and 176. ante, pp. 751 et seg.; pp. 846 et seg., (p) See §§ 85, 195, 196, and also and 859 ; and as to Industrial and Pro- § 201, ante, pp. 672 et seg., and 819. vident Societies, ante, p. 916. (g) See §§ 87 and 196. (0) As to the power of a company re- (r) See §§ 195 and 202 ; and see ante, gistered under this act to alter its memo- pp. 682, 683. randum of association, see § 12; and as (3) See ante, p. 617. to its power to alter its articles of associ- (t) This definition includes companies 95 & 26 vict. cap. 89.—PART VIII. UNREGISTERED COMPANIES. 983 wound up iinder this act ; and all the provisions of this act with respect to APPENDIX V. winding up shall apply to such company, with the following exceptions” ——~SCS and additions (w). (1.) An unregistered company shall, for the purpose of determining the Court having jurisdiction in the matter of the winding-up, be deemed to be registered in that part of the United Kingdom where its principal place of business is situate ; or, if it has a principal place of business situate in more than one part of the United Kingdom, then in each part of the United Kingdom where it has a principal place of business ; moreover the prin- cipal place of business of an unregistered company, or (where it has a principal place of business situate in more than one part of the United Kingdom) such one of its principal places of business as is situate in that part of the United Kingdom in which proceedings are being instituted, shall for all the purposes of the winding up of such company be deemed to be the regis- tered office of the company : (2.) No unregistered company shall be wound up under this act voluntarily or subject to the supervision of the Court (<) : (3.) The circumstances under which an unregistered company may be wound up are as follows (y) : {that is to say,) (a.) Whenever the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs ; (b.) Whenever the company is unable to pay its debts ; (c.) Whenever the Court is of opinion that it is just and equitable that the company should be wound up: (4.) An unregistered company shall, for the purposes of this act, be Me Vict. c. 47, deemed to be unable to pay its debts (2), s 5 88, ot ie (a.) Whenever a creditor to whom the company is indebted, § 51 = at law or in equity, by assignment or otherwise, in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at the principal place of business of the company, or by delivering to the secre- tary or some director or principal officer of the company, or by otherwise serving the same in such manner as the Court may approve or direct, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor : (b.) Whenever any action, suit, or other proceeding has been instituted against any member of the company for any debt or demand due, or claimed to be due, from the company, or from him in his character of member of the company, and notice in writing of the institution of registered under the acts of 1856—1858 ; Societies, wnte, pp. 916 ct seq. but see as to such companies, supra, §§ (y) See ante, pp. 628 et seg. 176, 177, and ante, p. 617. (z) See, as to registered companies, $$ (wu) See ante, p. 617. 79, 80, and ante, p. 628. (x) See, as to Industrial and Provident 984 Apprnpix V. Who to be deemed con- tributories in the event of company being wound up. [11 & 12 Vict. e. 45, §3.] Power of court to restrain THE COMPANIES ACT, 1862. such action, suit, or other legal proceeding having been served upon the company by leaving the same at the principal place of business of the company, or by de- livering it to the secretary, or some director, manager, or principal officer of the company, or by otherwise serving the same in such manner as the Court may approve or direct, the company has not within ten days after service of such notice paid, secured, or compounded for such debt or demand, or procured such action, suit, or other legal proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against such action, suit, or other legal proceeding, and against all costs, darmages, and expenses to be incurred by him by reason of the same: (c.) Whenever, in England or Ireland, execution or other pro- cess issued on a judgment, decree, or order obtained in any court in favour of any creditor in any proceeding at law or in equity, instituted by such creditor against the company, or any member thereof as such, or against any person authorised to be sued as nominal defendant on behalf of the company, is returned unsatisfied : (d.) Whenever, in the case of an unregistered company engaged in working mines within and subject to the jurisdiction of the Stannaries, a customary decree or order absolute for the sale of the machinery, materials, and effects of such mine has been made in a creditor’s suit in the court of the vice-warden : (e.) Whenever, in Scotland, the inducie of a charge for pay- ment on an extract decree, or an extract registered bond or an extract registered protest, have expired without payment being made: (f.) Whenever it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts. 200. In the event of an unregistered company being wound up every person shall be deemed to be a contributory who is liable, at law or in equity, to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the ad- justment of the rights of the members amongst themselves, or to pay or contribute to the payment of the costs, charges, and expenses of winding up the company ; and every such contributory shall be liable to contribute to the assets of the company in the course of the winding up all sums due from him in respect of any such liability as aforesaid ; but in the event of the death, bankruptcy, or insolvency of any contributory, or marriage of any female contributory, the provisions hereinbefore contained with respect to the personal representatives, heirs, and devisees of a deceased contributory, and to the assignees of a bankrupt or insolvent contributory, and to the husband of married contributories, shall apply (a). 201. The Court may, at any time after the presentation of a petition for winding up an unregistered company, and before making an order for winding up the company, upon the application of any creditor of the com- (a) See §§ 74—78, and 105, 106, 857; and as to Industrial and Provident § 196, cl. 5, and ante, pp. 752, 819, Societies, ante, p. 916. 25 & 26 vicr. cap. 89.—PART VIII. UNREGISTERED COMPANIES. 985 pany, restrain further proceedings in any action, suit, or proceeding against Apprnpix V. any contributory of the company, or against the company as hereinbefore fasthen*vvo. provided (6), upon such terms as the Court thinks fit. ceainad 202. Where an order has been made for winding up an unregistered [20 Vict. v. 47 company, in addition to the provisions hereinbefore contained in the case g 84.] , of companies formed under this act (c), it is hereby further provided that pect of order no suit, action, or other legal proceeding shall be commenced or proceeded for winding up with against any contributory of the company in respect of any debt of company. the company, except with the leave of the Court, and subject to such [20 Vict. c. 47, terms as the Court may impose. § 73.] 203. If any unregistered company has no power to sue and be sued in Property may be a common name, or if for any reason it appears expedient, the Court may vested in official by the order made for winding up such company, or by any subsequent liquidators, &e. order, direct that all such property, real, and personal, including all interest, claims, and rights into and out of property, real and personal, and including things in action, as may belong to or be vested in the com- pany, or to or in any person or persons on trust for or on behalf of the company, or any part of such property, is to vest in the official liquidator or official liquidators (d) by his or their official name or names ; and there- upon the same or such part thereof as may be specified in the order shall vest accordingly ; and the official liquidator or official liquidators may, in his or their official name or names, or in such name or names and after giving such indemnity as the Court directs, bring or defend any actions, suits, or other legal proceeding relating to any property vested in him or them, or any actions, suits, or other legal proceedings necessary to be brought or defended for the purpose, of effectually winding up the company and recovering the property thereof (e). 204, The provisions made by this part of the act with respect to un- Provisions in registered companies shall be deemed to be made in addition to and not in this part of act restriction of any provisions hereinbefore contained with respect to winding cumulative. up companies by the Court ; and the Court or official liquidator may, in addition to anything contained in this part of the act, exercise any powers or do any act in the case of unregistered companies which might be exer- cised or done by it or him in winding up companies formed under this act; but an unregistered company shall not, except in the event of its being wound up, be deemed to be a company under this act, and then only to the extent provided by this part of this act (f). [11 & 12 Vict. c. 45, § 29.] (b) See, also, §§ 85, 197, 199, 204; Q.B. D. 683. and ante, p. 682. (e) See ante, pp. 705 et seg., &c. (c) See §§ 87, 199, 204; and ante, p. (f) As to the scope of this section, 682. see Rudow v. Great Britain Mutual (d) This does not render the liquidators Life Ass. Society, 17 Ch. D. 600. personally liable, Graham v. Edge, 20 986 Repeal of acts. Saving clause as to repeal. Saving of exist- ing proceedings for winding up. Saving of convey- ances, &e. Compulsory re- gistration of certain com- panies. APPENDIX V. THE COMPANIES AcT, 1862. PART IX. REPEAL OF ACTS, AND TEMPORARY PROVISIONS, 205. After the commencement of this act there shall be repealed the several acts specified in the first part of the third schedule hereto, with this qualification, that so much of the said acts as is set forth in the second part of the said third schedule shall be hereby re-enacted and continue in force as if unrepealed (q). 206. No repeal hereby enacted shall affect ()), (1.) Anything duly done under any acts hereby repealed : (2.) The incorporation of any company registered under any act hereby repealed : (3.) Any right or privilege acquired or liability incurred under any act hereby repealed : [(4.) Any penalty, forfeiture, or other punishment incurred in respect of any offence against any act hereby repealed : (¢)] Table B. in the schedule annexed to the Joint-stock companies act, 1856, or any part thereof, so far as the same applies to any company existing at the time of the commencement of this act (k). [207. Related to the winding up of companies under an order made or a resolution passed before the act came into operation (J).] 208. Where previously to the commencement of this act any convey- ance, mortgage, or other deed has been made in pursuance of any act hereby repealed, such deed shall be of the same force as if this act had not passed, and for the purposes of such deed such repealed act shall be deemed to remain in full force. 209. Every insurance company completely (m) registered under the act passed in the eighth year of the reign of her present Majesty, chapter one hundred and ten, intituled “ An act for the registration, incorporation, and regulation of joint-stock companies,” shall on or before the second day of November, one thousand eight hundred and sixty-two, and every other company required by any act hereby repealed to register under the said joint-stock companies acts, or one of such acts, and which has not so registered, shall, on or before the expiration of the thirty-first day from the commencement of this act, register itself as a company under this act, in manner and subject to the regulations hereinbefore contained (rn), with this exception, that no company completely registered under the said act of the eighth year of the reign of her present Majesty shall be required to deliver to the registrar a copy of its deed of settlement ; and for the (5.) (g) See §§ 170—173. (h) See ante, p. 129. visionally registered under § 4, nor simply registered under § 58. See ante, (i) Sub-section 4 is repealed by 38 & 39 Vict. c. 66. (k) See § 176. (1) See West Silver Bank Mining Co., 32 Beay. 226 ; Fire Annthilator Co., ib. 568. This section is repealed by 38 & 39 Vict. c. 66. (m) Ie., under § 7, et seg. ; not pro- p. 114. (n) See § 208. § 180 enables these companies to register with limited lia- bility. See ante, pp. 114, 127. § 38 applies to companies registered under this section; Ramsay’s case, 3 Ch. D. 388. 25 & 26 vict. cap. 89.—PART IX. REPEAL OF ACTS, BTC. 987 purpose of enabling such insurance companies as are mentioned in this APPENDIX Vv. section to register under this act, this act shall be deemed tocome into ~ operation immediately on the passing thereof ; nevertheless the registration of such companies shall not have any effect until the time of the commence- ment of this act. No fees shall be charged in respect of the registration of any company required to register by this section. 210. If any company required by the last section to register under this Penalty on com- act makes default in complying with the provisions thereof, then, from pany not regis- and after the day upon which such company is required to register under *™!8- this act, until the day on which such company is registered under this act [21 Vict. v. 14, {which it is empowered to do at any time), the following consequences shall ensue ; (that is to say,) (1.) The company shall be incapable of suing either at law or in equity, but shall not be incapable of being made a defendant to a suit either at law or in equity (0) : (2.) No dividend shall be payable to any shareholder in such company : (8.) Each director or manager of the company shall, for each day during which the company so being in default carries on busi- ness incur a penalty not exceeding five pounds, and such penalty may be recovered by any person, whether a shareholder or not in the company, and be applied by him to his own use: Nevertheless, such default shall not render the company so being in default illegal, nor subject it to any penalty or disability, other than as specified in this section ; and registration under this act shall cancel any penalty or forfeiture, and put an end to any disability which any company may have incurred under any act hereby repealed by reason of its not having registered under the Joint-stock companies acts, 1856, 1857, or one of them. [211 and 212. Conferred power on the Board of Trade to change the Temporary power registered office of any company from any one part of the United Kingdom Be ras ened of Great Britain and Ireland, to any other part thereof, upon application office, made within one year from the passing of the act (p).] (0) See ante, p. 127. (p) §§ 211 and 212 are repealed by 38 & 39 Vict. v. 66. 988 APPENDIX Y. First Schedule. Table A. THE COMPANIES AcT, 1862. FIRST SCHEDULE. TABLE A. (see §§ 14, 15) (q). REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES (r). Shares (s). (1.) If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of such share, (2.) Every member shall, on payment of one shilling, or such less sum as the company in general meeting may prescribe, be entitled to a certificate, under the common seal of the company, specifying the share or shares held by him, and the amount paid up thereon (i). (8.) If such certificate is worn out or lost, it may be renewed, on payment of one shilling, or such less sum as the company im general meeting may prescribe. Calls on Shares (u). (4.) The directors may from time to time make such calls upon the members in respect of all monies unpaid on their shares as they think fit, provided that twenty-one days’ notice at least is given of each call (a) ; and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the directors (y). (5.) A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed. (6.) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof, the holder for the time being of such share shall be liable to pay interest for the same at the rate of five pounds per cent. per annum from the day appointed for the payment thereof to the time of the actual payment, (q) This table corresponds to table B. in the act of 1856. The two are sub- stantially alike in most respects. The regulations in the above table apply to companies formed under this act, and limited by shares, unless specially ex- cluded. (See § 15.) But they do not, unless specially adopted, apply to com- panies existing before the passing of the act, and registered under it: § 196: see also § 176. The Board of Trade has power to alter these regulations (see § 71); and every company to which they apply can alter them by a special resolution. See § 50. (vr) As to the construction of com- panies’ regulations, see ante, pp. 172 et seq. (s) Shares are personal estate, and must be numbered. See § 22 of the act. See ante, p. 451. (t) See § 31 of the act. (u) See, on this subject, ante, pp. 407, et seq. (a) See, as to giving notices, Nos. 95 —97; and see ante, pp. 407, et seg. (y) § 16 makes calls specialty debts. 25 & 26 vict. cap. 89.—scHEDULE I. 989 (7.) The directors may, if they think fit, receive from any member Apprnpix V. willing to advance the same all or any part of the moniesdue™ 47,4 upon the shares held by him beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance bas been made, the company may pay interest at such rate as the member paying such sum in advance and the directors agree upon (2). Table A. Transfers of shares (a). (8.) The instrument of transfer of any share in the company shall be executed both by the transferor and transferee; and the transferor shall be deemed to remain a holder of such share until the name of the transferee is entered in the register book in respect thereof. (9.) Shares in the company shall be transferred in the following form:—I A. B. of , in consideration of the sum of pounds paid to me by C. D. of , do hereby transfer to the said C. D. the share [or shares], numbered ; standing in my name in the books of the company, to hold unto the said C. D., his executors, administrators, and assigns, subject to the several conditions on which I held the same at the time of the execution hereof ; and IJ, the said C. D., do hereby agree to take the said share [or shares] subject to the same conditions. As witness our hands, the day of F (10.) The company may decline to register any transfer of shares made by a member who is indebted to them (6). (11.) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year. Transmission of shares. (12.) The executors or administrators of a deceased member shall be the only persons recognised by the company as having any title to his share. (13.) Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any member, or in conse- quence of the marriage of any female member, may be regis- tered as a member upon such evidence being produced as may from time to time be required by the company. (14.) Any person who has become entitled to a share in consequence of the death, bankruptcy, or insolvency of any member, or in con- sequence of the marriage of any female member, may, instead of (2) Interest is payable though no profits shares, see ante, pp. 464 et seq., and as have been earned, Dale v. Martin, 11 to sales, see pp. 487 ef seg. L. R., Ir. 371, affirming 9 ib. 498. (6) See ante, pp. 465, 468, 470 and (a) See § 22. As to the transfer of pp. 883 et seq. 990 APPENDIX V. Table A. THE COMPANIES Act, 1862. being registered himself, elect to have some person to be named by him registered as a transferee of such share (c). (15.) The person so becoming entitled shall testify such election by executing to his nominee an instrument of transfer of such share. (16.) The instrument of transfer shall be presented to the company, accompanied with such evidence as the directors may require to prove the title of the transferor ; and thereupon the company shall register the transferee as a member. Forfeiture of shares (d). (17.) If any member fails to pay any call on the day appointed for payment thereof, the directors may, at any time thereafter, during such time as the call remains unpaid,-serve a notice on him (e), requiring him to pay such call, together with interest and any expenses that may have accrued by reason of such non- payment. (18.) The notice shall name a further day, on or before which such call, and all interest and expenses that have accrued by reason of such non-payment, are to be paid. It shall also name the place where payment is to be made (the place so named being either the registered office of the company or some other place at which calls of the company are usually made payable). The notice shall also state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited. (19.) If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may, at any time thereafter, before payment of all calls, interest, and expenses due in respect thereof has been made, be forfeited by a resolution of the directors to that effect. (20.) Any share s0 forfeited shall be deemed to he the property of the company, and may be disposed of in such manner as the company in general meeting thinks fit (f ). (21.) Any member whose shares have been forfeited shall notwith- standing be liable to pay to the company all calls owing upon such shares at the time of the forfeiture (9). (22.) A statutory declaration in writing, that the call in respect of a share was made and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was made by a resolution of the directors to that effect, shall be sufficient evidence of the facts therein stated, as against all persons entitled to such share ; and such declaration and the receipt of the company for the price of such share shall constitute a good title to such share ; and a certificate of proprietorship (c) See, also, as to executors and ad- (e) The service may be personal, or by ministrators, § 24 of the act, ante, pp. post. See Nos. 95—97. 536 et seg., and as to trustees in bank- (f) The disposal of forfeited shares is ruptcy, pp. 551 et seg. special business. See Nos. 35, 36, (d) See on this subject, ante, pp. 580 (9) See ante, p. 425. et seg., and pp. 842 et seq. 25 & 26 vict. cap. 89.—scHEDULE I. 991 shall be delivered to a purchaser, and thereupon he shall be Apprxnprx V. deemed the holder of such share discharged from all calls due Table Ae prior to such purchase ; and he shall not be bound to see to the ‘application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. Conversion of shares into stock. (23.) The directors may, with the sanction of the company previously given in general meeting, convert any paid-up shares into stock (h). (24.) When any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interests, in the same manner and subject to the same regulations as and subject to which any shares in the capital of the company may be transferred, or as near thereto as circumstances admit (7). (25.) The several holders of stock shall be entitled to participate in the dividends and profits of the company according to the amount of their respective interests in such stock ; and such interest shall, in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for the purpose of voting at meetings of the company, and for other purposes, as would have been conferred by shares of equal amount in the capital of the company ; but so that none of such privileges or advantages, except the participation in the divi- dends and profits of the company, shall be conferred by any such aliquot part of consolidated stock as would not, if existing in shares, have conferred such privileges or advantages (k). Inerease in capital (1). (26.) The directors may, with the sanction of a special resolution of the company previously given in general meeting, increase its capital by the issue of new shares ; such aggregate increase to be of such amount, and to be divided into shares of such respective amounts, as the company in general meeting directs, or, if no direction is given, as the directors think expedient. (27.) Subject to any direction to the contrary that may be given by the meeting that sanctions the increase of capital, all new shares shall be offered to the members in proportion to the existing shares held by them ; and such offer shall be made by notice specifying the number of shares to which the member is entitled, and limiting a time within which the offer, if not accepted, will be deemed to be declined ; and after the expiration of such time, or on the receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered, the (h) See the act, §§ 12, 28, 34, and 405. ante, p. 405. (2) See. § 12 of the act, and ante, pp. (i) See the act, § 29. 897 &c., 401. (k) See § 29 of the act, and ante, p 992 APPENDIX V. Table A. THE COMPANIES AcT, 1862. directors may dispose of the same in such manner as they think most beneficial to the company. (28.) Any capital raised by the creation of new shares shall be con- sidered as part of the original capital, and shall be subject to the same provisions with reference to the payment of calls, and the forfeiture of shares on non-payment of calls, or otherwise, as if it had been part of the original capital. General meetings (m). (29.) The first general meeting shall be held at such time, not being more than six months after the registration of the company, and at such place, as the directors may determine (n). (30.) Subsequent general meetings shall be held at such time and place as may be prescribed by the company in general meeting ; and if no other time or place is prescribed, a general meeting shall be held on the first Monday in February in every year, at such place as may be determined by the directors. (31.) The above-mentioned general meetings shall be called ordinary meetings: all other general meetings shall be called extra- ordinary (0). (32.) The directors may, whenever they think fit, and they shall upon a requisition made in writing by not less than one-fifth in number of the members of the company, convene an extraordinary general meeting. (33.) Any requisition made by the members shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company. (34.) Upon the receipt of such requisition the directors shall forthwith proceed to convene an extraordinary general meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists, or any other members amounting to the required number, may themselves convene an extraordinary general meeting ( p). Proceedings at general meetings (q). (35.) Seven days’ notice at the least (7), specifying the place, the day, and the hour of meeting, and in case of special business (s) the general nature of such business, shall be given to the members in manner hereinafter mentioned (é), or in such other manner, if any, as may be prescribed by the company in general meeting ; but the non-receipt of such notice by any member shall not invali- date the proceedings at any general meeting (wu). (36.) All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend and the (m) See § 49 of the act, and as to (q) See ante, pp. 304 et seg., 340. meetings and the proceedings at them, (r) See § 52 of the act, and ante, pp. ante, pp. 304 et seg., 340. 305, 306. (n) Sec The Companies act, 1867, § 39. (s) See No. 36. (0) See ante, p. 307. (t) See Nos. 95, 97. (p) See § 52 of the act. (u) See ante, p. 304. 25 & 26 vict. cap. 89.—scHEDULE 1, 998 consideration of the accounts, balance-sheets, and the ordinary Appmnprx V. report of the directors, (37.) No business shall be transacted at any general meeting, except the declaration of a dividend, unless a quorum of members is present at the time when the meeting proceeds to business, and such quorum shall be ascertained as follows; that is to say, if the persons who have taken shares in the company (a) at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any case exceed twenty (y). (38.) If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requi- sition of members, shall be dissolved: in any other case, it shall stand adjourned to the same day in the next week, at the same time and place; and if at such adjourned meeting a quorum is not present, it shall be adjourned sine die. (39.) The chairman (if any) of the board of directors shall preside as chairman at every general meeting of the company (2). (40.) If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose some one of their number to be chairman (a). (41.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place (0). (42.) At any general meeting, unless a poll is demanded by at least five members, a declaration hy the chairman that a resolution has been carried, and an entry to that effect in the book of pro- ceedings of the company (c), shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. (48.) If a poll is demanded by five or more members it shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting. In the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote. Votes of members (a). (44.) Every member shall have one vote for every share up to ten : he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and an additional vote for every ten shares beyond the first hundred shares (¢). (x) This expression should apparently (a) See § 52 of the act. be, ‘if the members of the company.” (b) See ante, p. 341. (y) See, as to quorums, ante, pp. 155, (c) See, as to this, § 67 of the act. 299. (d) See ante, pp. 309 et seq. (z) See § 52 of the act. (e) See § 52 of the act. L.c. *3 8 Table A. 994 THE COMPANIES AcT, 1862. APPENDIX V. (45.) If any member is a lunatic or idiot, he may vote by his com- Table A. mittee, curator bonis, or other legal curator. , (46.) If one or more persons are jointly entitled to a share or shares, the member whose name stands first on the register of members as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same. , (47.) No member shall be entitled to vote at any general meeting unless all calls due from him have been paid, and no member shall be entitled to vote in respect of any share that he has acquired by transfer at any meeting held after the expiration of three months from the registration of the company, unless he has been possessed of the share in respect of which he claims to vote for at least three months previously to the time of holding the meeting at which he proposes to vote. (48.) Votes may be given either personally or by proxy (f). (49.) The instrument appointing a proxy shall be in writing, under the hand of the appointor, or if such appointor is a corporation, under their common seal, and shall be attested by one or more witness or witnesses: no person shall be appointed a proxy who is not a member of the company. (50.) The instrument appointing a proxy shall be deposited at the registered office of the company not less than seventy-two hours before the time for holding the meeting at which the person named in such instrument proposes to vote; but no instrument ap- pointing a proxy shall be valid after the expiration of twelve months from the date of its execution. (51.) Any instrument appointing a proxy shall be in the following form (g) :— Company limited. I of in the county of being a member of the Company limited, and entitled to vote or votes, hereby appoint of as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the com- pany to be held on the day of , and at any adjournment thereof [or at any meeting of the company that may be held in the year : As witness my hand, this day of Signed by the said in the presence of Directors (h). (52.) The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association. (53.) Until directors are appointed, the subscribers of the memoran- dum of association shall be deemed to be directors (2). (54.) The future remuneration of the directors, and their remunera- tion for services performed previously to the first general meet- ing, shall be determined by the company in general meeting. (f) See ante, p. 309. (h) See ante, pp. 298, 336. (g) This must be stamped. See ante, (t) See ante, p. 336. p. 310. 25 & 26 vicr. car. 89.—scHEDULE 1. 995 Powers of directors (k). Appmnprx V. (55.) The business of the company shall be managed by the Tales directors, who may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the company as are not by the foregoing act, or by these articles, required to be exercised by the company in general meeting, subject nevertheless to any regulations of these articles, to the provisions of the foregoing act, and to such regulations, being not inconsistent with the aforesaid regula- tions or provisions, as may be prescribed by the company in general meeting ; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made (1). : (56.) The continuing directors may act notwithstanding any vacancy in their body. : Disqualification of directors (m). (57.) The office of director shall be vacated— If he holds any other office or place of profit under the company ; If he becomes bankrupt or insolvent ; If he is concerned in or participates in the profits of any contract with the company ; But the above rules shall be subject to the following excep- tions : That no director shall vacate his office by reason of his being a member of any company which has entered into con- tracts with or done any work for the company of which he is director ; nevertheless he shall not vote in respect of such contract or work ; and if he does so vote his vote shall not be counted, Rotation of directors (ante, p. 337). (58.) At the first ordinary meeting after the registration of the com- pany the whole of the directors shall retire from office; and at the first ordinary meeting in every subsequent year one-third of the directors for the time being, or if their number is not a multiple of three, then the number nearest to one-third, shall retire from office. (59.) The one-third or other nearest number to retire during the first and second years ensuing the first ordinary meeting of the company shall, unless the directors agree among themselves, be determined by ballot: in every subsequent year the one-third or other nearest number who have been longest in office shall retire. (60.) A retiring director shall be re-eligible. (61.) The company at the general meeting at which any directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons. (k) See ante, pp. 155 et seg., 298 et (1) See infra, No. 71. seq., pp. 377 et seg., and p. 596, &e. (m) See ante, pp. 300, 337. 3862 996 APPENDIX V. Table A. THE COMPANIES AcT, 1862. (62.) If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled up, the meeting shall stand adjourned till the same day in the next week, at the same time and place ; and if at such adjourned meeting the places of the vacating directors are not filled up, the vacating directors, or such of them as have not had their places filled up, shall continue in office until the ordinary meet- ing in the next year, and so on from time to time until their places are filled up. (63.) The company may from time to time, in general meeting, in- crease or reduce the number of directors, and may also deter- mine in what rotation such increased or reduced number is to go out of office. (64.) Any casual vacancy (m) occurring in the board of directors may be filled up by the directors, but any person so chosen shall retain his office so long only as the vacating director would have retained the same if no vacancy had occurred. (65.) The company, in general meeting, may, by a special resolu- tion (0), remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead ; the person so appointed shall hold office during such time only as the director in whose place he is appointed would have held the same if he had not been re- moved (). Proceedings of directors (q). (66.) The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of busi- ness: questions arising at any meeting shall be decided by a majority of votes: in case of equality of votes the chairman shall have a second or casting vote: a director may at any time summon a meeting of the directors. (67.) The directors may elect a chairman at their meetings, and determine the period for which he is to hold office ; but if no such chairman is elected, or if at any meeting the chairman is not present at the time appointed for holding the same, the directors present shall choose some one of their number to be chairman of such meeting. (68.) The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit : any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors (r). (69.) A committee may elect a chairman of their meetings: if no such chairman is elected, or if he is not present at the time (n) As to the meaning of the word (q) See ante, pp. 298 et seq., and as “casual,” see York Tramways Co. v. to boards and quorums, ante, pp. 155, Willows, 8 Q. B. D. p. 694; Munster 299, 828-9. v. Cammell Co., 21 Ch. D. p. 187. (r) See ante, p. 338, and the refer- (0) See the act, § 51. ences in the last note. (p) Ante, pp. 302, 337. 25 & 26 vict. cap. 89.—scHEDULE I. 997 appointed for holding the same, the members present shall APPENDIX V. choose one of their number to be chairman of such meeting. Table A. (70.) A committee may meet and adjourn as they think proper: questions arising at any meeting shall be determined by a majority of votes of the members present ; and in case of an equality of votes the chairman shall have a second or casting vote. (71.) All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, not- withstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director (s). Dividends (t). (72.) The directors may, with the sanction of the company in general meeting, declare a dividend to be paid to the members in proportion to their shares. (73.) No dividend shall be payable except out of the profits arising from the business of the company. (74.) The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as a reserved fund to meet contingencies, or for equalis- ing dividends, or for repairing or maintaining the works con- nected with the business of the company, or any part thereof ; and the directors may invest the sum so set apart as a reserved fund upon such securities as they may select. (75.) The directors may deduct from the dividends payable to any member all such sums of money as may be due from him to the company on account of calls or otherwise. (76.) Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned (wv) ; and all dividends unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the company. (77.) No dividend shall bear interest as against the company. Accounts (x). (78.) The directors shall cause true accounts to be kept,— Of the stock in trade of the company ; Of the sums of money received and expended by the company, and the matter in respect of which such receipt and expen- diture takes place ; and Of the credits and liabilities of the company : The books of account shall be kept at the registered office of (s) See § 67 of the act, and ante, p. (a) See ante, pp. 489 et seg., and as 300. to accounts of banking companies, see (t) See ante, pp. 429 et seq. 42 & 43 Vict. c. 76, § 7. (uw) See Nos. 95—97. 998 THE COMPANIES ACT, 1862. AppEnpix V. the company, and, subject to any reasonable restrictions as to oa the time and manner of inspecting the same that may-be im- posed by the company in general meeting, shall be open to the inspection of the members during the hours of business (y). (79.) Once at the least in every year the directors shall lay before the company in general meeting a statement of the income and expenditure for the past year, made up to a date not more than three months before such meeting. (80.) The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters; every item of expenditure fairly chargeable against the year’s income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting ; and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. (81,.) A balance-sheet shall be made out in every year, and laid before the company in general meeting ; and such balance- sheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit (2). (82.) A printed copy of such balance-sheet shall, seven days previously to such meeting, be served on every member in the manner in which notices are hereinafter directed to be served (a). Table A. Audit (b). (83.) Once at the least in every year the accounts of the company shall be examined, and the correctness of the balance-sheet ascertained, by one or more auditor or auditors. (84.) The first auditors shall be appointed by the directors : subse- quent auditors shall be appointed by the company in general meeting. (85.) If one auditor only is appointed, all the provisions herein con- tained relating to auditors shall apply to him. (86.) The auditors may be members of the company ; but no person is eligible as an auditor who is interested otherwise than as a member in any transaction of the company ; and no director or other officer of the company is eligible during his continuance in office. ; (87.) The election of auditors shall be made by the company at their ordinary meeting in each year. (y) See ante, pp. 489 et seq. (a) See No. 95. (z) See form at end of this table, (b) See ante, pp. 448, 4. nfra, p. 1000. 25 & 26 vicr. cap. 89.—sScHEDULE I. 999 (88.) The remuneration of the first auditors shall be fixed by the Aprsnprx V. directors ; that of subsequent auditors shall be fixed by the alee company in general meeting. coe ie (89.) Any auditor shall be re-eligible on his quitting office. (90.) If any casual vacancy occurs in the office of any auditor ap- pointed by the company, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same. (91.) If no election of auditors is made in manner aforesaid, the Board of Trade may, on the application of not less than five members of the company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the company for his services. (92.) Every auditor shall be supplied with a copy of the balance- sheet, and it shall be his duty to examine the same, with the accounts and vouchers relating thereto. (93.) Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company: he may, at the expense of the company, employ accountants or other persons to assist him in investigating such accounts, and he may in rela- tion to such accounts examine the directors or any other officer of the company. (94.) The auditors shall make a report to the members upon the balance-sheet and accounts ; and in every such report they shall state whether, in their opinion, the balance-sheet is a full and fair balance-sheet, containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the company’s affairs, and, in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory ; and such report shall be read, together with the report of the directors, at the ordinary meeting. Notices (c). (95.) A notice may be served by the company upon any member either personally, or by sending it through the post in a pre- paid letter addressed to such member at his registered place of abode. (96.) All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first-in the register of members ; and notice so given shall be sufficient notice to all the holders of such share. (97.) Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post ; and in proving such service it shall be sufficient to prove that the letter con- taining the notices was properly addressed and put into the post-office. (c) These clauses only apply to notices business, see London and Staffordshire in the ordinary course of a company’s ire Ins. Co., 24 Ch. D. 149. THE COMPANIES ACT, 1862. 1000 ‘6181 ‘408 soruedutoy og jo Suissed ay} 10j3¢ paxoqst3er soruvdmoo Suryweq Jo syooys-souveq oy SY “VW 819%] *g § ‘9 0 ‘401A Sh 2 Gb 998 SutoFe10} oy} Jo ZB put Lg sesnujo eog (p qsouoyu] Surrveq Jt pue ‘poo a ‘are jo yunoWly eUL /eT * qsoxequy | JO OVY PUL yUETI4saAUT Jo eINJeN OUT ZT : Sutmoyg * poqeys ATaqzeredas oq 09 Aued -WOD 944 JO 19OIGYOQ Leq}O 10 Joyal % WoIy anp yqeq AUY + + peq pue [NJQnop paxapisuos siqeq [] . * — £4rmoeg ou pjoy Auedmop ane RTs ey eos. peraptsuos syqaq 9 SOTPLI “noag 19y}0 10 STIg ploy Aueduoy aq} YOGA LOY poos paLepisuod szqoql 6 : SULMOYY Ssor] puv yYoIg Io puny earos -OY 94} 0} pasreyo se onyeA UL WOMeLoLIa}aq IO} suoryonp SC UTM RO: Sd 09800 OTL 7 + querg (+2) oper], Ut yoy ("p) Sams TNT EED ‘Kqrodorg o[qeaoyy |g i “* proyaseary (*9) ‘sBarprmg = Ss ("q) * SLNSNISTA -NJ ONV HBVD “A fueduroy aq} 04 SUIMO SLETQ “AT si . i . aiqeiy Aues saiquas st Auedur0p OY} Gorgas 1oy sormopy * : s}qaq SB pespey -mouyos you Aueduog oy} qsurese sure[O ‘oy “puepralq Jo quewvg oy souvreg osiqesodstp oy > SUIMOYg Se ‘ : ‘ * soToUasUTyMOD JOoUL 0} SJYOIg WOT} opise 4oS JuNOULY oq, : SuULMOYg . eaoge peyeiretnus you siqaq (-/) pte * spuepralqg pemrepuy (‘a) SUvOrT 19q]40 IO sernguaqed Wo ysoraqUy LOF 84q49q] (‘p) sesuadxg AT LOF S}qeq (‘2) on te “sepnty I9y4O Io opeig, Ul yo jo i eating 0} uouIsapely, 04 siqeaq ("g) | é weATs 190q | savy seouvydasoy YoIyM IoJ syqaq ("”) —surysmsuysip ‘ued sticky uy Aa, SULMO s}qaq Jo qunowy oqJ,| 9 * spuog ommqusqeg IO sosesztoWy uo suvoTT jo yanomy oy],|¢ : SUIMOTg sorvyg poyroysoy Aue Jo srepnonsreg oy, ‘sIaq[Nejoq oyy Jo SoMeN OY} pue ‘“AvalIy ayy Jo amyeN’ oq ‘s[[@p jo sreairy sae JT rN oD =H SUILTIIG -VI'] INAONILNOO SSO] axv LIdOUg “TIA anag HAUTSEY “TA * kuedur0g ayy JO SHILITIGVIT axy siagq ‘J] . * puey proqeerg (») © + kuvduop : aleyy tod pred yunomy oyy —Surysinsayystp a atqeaoumy |, jaya Aq prey + + soreyg Jo soquny eyy|T|* * Tvelavg ‘] : SUIMO ALUGAOUg * : ‘ps #\p 8 F Tous d ‘Ill p's 3p a Fal : Sutmoyg “SLUSSV GNV ALUHIOUd ‘SHILITIAVIT GNY TVLIdVO uO * 8T 04 du ape ‘op oq} 30 (Pp) LHHHS AONVIVE “ag 25 & 26 vicr. cap. 89.—scHEDULE 1. 100% Apprnpix V.. TABLE B. (See § 17.) Table By TABLE OF FEES TO BE PAID TO THE REGISTRAR OF JOINT-STOCK COM- PANIES BY A COMPANY HAVING A CAPITAL DIVIDED INTO SHARES. £8. ad. For registration of a company whose nominal capital does not exceed 2,000/., a fee of . ‘ 4 2 0 0 For registration of a company whose nominal capital exceeds 2,000/., the above fee of 2/., with the following additional fees, regntated according to the amount of nominal capital ; (that is to say,) £s d. For every 1,000/. of nominal capital, or part of 1,0001., after the first 2,0001., = to 5 0001, : 1 0 0 For every 1,000. of nominal capital, or part of 1 ,0002., after the first 5,0001., ie to 100, 0002. . : 0 5 0 For every 1,0001. of nominal capital, or part of 1 ,0001., after the first 100,0000. - O 1 0 For registration of any increase of capital made after the first registration of the company, the same fees per 1,0002., or part of 1,0001., as would have been payable if such increased capital had formed part of the original capital at the time of registration. Provided that no company shall be liable to pay in respect of nominal capital on registration, or afterwards, any greater amount of fees than 50/., taking into account in the case of fees payable on an increase of capital after registration the fees paid on registration. For registration of any existing company, except such companies as are by this act exempted from payment of fees in respect of registration under this act (¢), the same fee as is charged for registering a new company. For registering any document hereby required or authorised to be registered, other than the memorandum of association . 0 5 O For making a record of any fact hereby authorised or required to be recorded by the registrar of companies, a fee of . . 0 5 0 TABLE C. (See § 17.) TABLE OF FEES TO BE PAID TO THE REGISTRAR OF JOINT-STOCK COM- Table C.. , PANIES BY A COMPANY NOT HAVING A CAPITAL DIVIDED INTO SHARES. £s ad. For registration of a company whose number of members as stated in the articles of association does not exceed 20 » 2 0 0 For registration of a company whose number of members, as stated in the articles of association, exceeds 20, but does not exceed 100 . ‘ . : : é ; ; - 56 0 0 (e) See §§ 189 and 209. 51 Vict. c. 8, _ trar, and imposes a stamp duty of 2s § 11, requires a statement of the amount _per 100/. of capital. of nominal capital to be sent to the regis- 1002 THE COMPANIES act, 1862. Appenprx V. For registration of a company whose number of members,as £ 8s d, “PableC. stated in the articles of association, exceeds 100, but is not ; stated to be unlimited, the above fee of 5/., with an addi- tional 5s. for every 50 members or less number than 50 members after the first 100. For registration of a company in which the number of members is stated in the articles of association to be unlimited, a fee of . ; ‘ . ; : : : 3 . 20 0 0 For registration of any increase on the number of members made after the registration of the company in respect of every 50 members, or less than 50 members, of such in- crease . , : . 3 : : ; : ; Provided that no one company shall be liable to pay on the whole a greater fee than 20/. in respect of its number of members, taking into account the fee paid on the first regis- tration of the company. For registration of any existing company, except such com- panies as are by this act exempted from payment of fees in respect of registration under this act (f), the same fee as is charged for registering a new company. For registering any document hereby required or authorised to be registered, other than the memorandum of association . 0 5 0 For making a record of any fact hereby authorised or required to he recorded by the registrar of companies, a fee of . - 0 5 0 FORM D. Form D. FoRM OF STATEMENT REFERRED TO IN Part JII. oF THE act. (See § 44.) * The capital of the company is , divided into shares of each. The number of shares issued is Calls to the amount of pounds per share have been made, under which the sum of pounds has been received. The liabilities of the company on the first day of January (or July) were,— Debts owing to sundry persons by the company : On judgment, £ On specialty, £ On notes or bills, £ On simple contracts, £ On estimated liabilities, £ The assets of the company on that day were,—- Government securities [stating them], £ Bills of exchange and promissory notes, £ Cash at the bankers, £ Other securities, £ (f) See § 189. * If the company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. 25 & 26 vict. cap. 89.—scHEDULE II. 1003 APPENDIX V. ss Je ee ee SECOND SCHEDULE (9). amd, FORM A. (See § 8.) MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES. Ist. The name of the company is ‘The Eastern Steam Packet Com- pany, Limited.” 2nd. The registered office of the company will be situate in England. 3rd. The objects for which the company is established are, “the con- veyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object.” 4th. The liability of the members is limited.- - 5th. The capital of the company is two hundred thousand pounds, divided into one thousand shares of two hundred pounds each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memo- randum of association ; and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Number of Shares Names, Addresses, and Descriptions of Subscribers. taken by each Sub- scriber. “1, John Jones of in the county of Merchant 200 “9. John Smith of in the county of : ; 25 “3. Thomas Green of in the county of ae 30 4, John Thompson of in the county of : : 40 “5. Caleb White of in the county of : ee 15 “6. Andrew Brown of in the county of ‘ : 5 “7, Cesar White of in the county of i Bye 10 Total shares taken . : : ‘ 325 Dated the 22nd day of November 1861. Witness to the above signatures, A. B., No. 13, Hute Street, Clerkenwell, Middlesex. FORM B. (See §§ 9, 14.) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED Form B, BY GUARANTEE, AND NOT HAVING A CAPITAL DIVIDED INTO SHARES. Memorandum of association. Ist. The name of the company is “‘ The Mutual London Marine Asso- ciation, Limited.” {g) The forms in this schedule are cases to which they apply will be found given as examples, to be followed as in the sections referred to at the head of closely as possible. (See § 71.) The each form. 1004 APPENDIX V. Form B. THE COMPANIES ACT, 1862. 2nd. The registered office of the company will be situate in England. 3rd, The objects for which the company is established are, ‘‘ the mutual insurance of ships belonging to members of the company, and the doing all such other things as are incidental or conducive to the attainment of the above objects.” 4th. Every member of the company undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contri- hutories amongst themselves, such amount as may be required not exceed- ing ten pounds. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memo- randum of association. Names, Addresses, and Descriptions of Subscribers. “1. John Jones of in the county of Merchant. “2. John Smith of in the county of ‘3, Thomas Green of in the county of “4, John Thompson of in the county of “5, Caleb White of in the county of “6, Andrew Brown of in the county of “7, Caesar White of in the county of Dated the 22nd day of November 1861, Witness to the above signatures, A. B., No. 13, Hute Street, Clerkenwell, Middlesex. ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION. (See § 14.) (1.) The company, for the purpose of registration, is declared to consist of five hundred members. (2.) The directors hereinafter mentioned may, whenever the busi- ness of the association requires it, register an increase of members. Definition of members. (3.) Every person shall be deemed to have agreed to become a member of the company who insures any ship or share in a ship in pursuance of the regulations hereinafter contained. General meetings. (4.) The first general meeting shall be held at such time, not being more than three months after the incorporation of the company, and at such place, as the directors may determine. (5.) Subsequent general meetings shall be held at such time and place as may he prescribed by the company in general meeting ; and if no other time or place is prescribed, a general meeting 25 & 26 vict. cap. 89.—scHEDULE II. 1005 shall be held on the first Monday in February in every year, at Appunpix V. such place as may be determined by the directors, (6.) The above-mentioned general meetings shall be called ordinary meetings ; all other general meetings shall be called extra- ordinary. (7.) The directors may, whenever they think fit, and they shall, upon a requisition made in writing by any five or more members, convene an extraordinary general meeting. (8.) Any requisition made by the members shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company. (9.) Upon the receipt of such requisition the directors shall forth- with proceed to convene a general meeting; if they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists, or any other five members, may themselves convene a meeting. Proceedings at general meetings. (10.) Seven days’ notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of such business, shall be given to the members in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting ; but the non-receipt of such notice by any member shall not invalidate the proceedings at any general meeting. (11.) All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the accounts, balance-sheets, and the ordinary report of the directors. (12.) No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of members is pre- sent at the commencement of such business; and such quorum shall be ascertained as follows ; that is to say, if the members of the company at the time of the meeting do not exceed ten in number, the quorum shall be five ; if they exceed ten, there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any case exceed thirty. (13.) If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved : in any other case it shall stand adjourned to the same day in the fol- lowing week at the same time and place; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die. (14.) The chairman (if any) of the directors shall preside as chair- man at every general meeting of the company. (15.) If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the members present shall choose some one of their number to be chairman of such meeting. Form B. 1006 APPENDIX V. Form B. THE COMPANIES act, 1862. (16.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place; but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (17.) At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of pro- ceedings of the company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. (18.) Ifa poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting. Votes of members. (19.) Every member shall have one vote and no more. (20.) If any member is a lunatic or idiot, he may vote by his com- mittee, curator bonis, or other legal curator. (21.) No member shall be entitled to vote at any meeting unless all monies due from him to the company have been paid. (22.) Votes may be given either personally or by proxies : a proxy shall be appointed in writing under the hand of the appointor, or, if such appointor is a corporation, under its common seal, (23.) No person shall be appointed a proxy who is not a member ; and the instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote. (24.) Any instrument appointing a proxy shall be in the following form :— Company Limited. I of in the county of being a member of the company limited, hereby appoint of as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the company to be held on the day of , and at any adjournment thereof to be held on the day of next [or, at any meeting of the company that may be held in the year 4 As witness my hand, this day of Signed by the said in the presence of Directors. (25.) The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memo- randum of association. (26.) Until directors are appointed, the subscribers of the memo- randum of association shall for all the purposes of this act be deemed to be directors, 25 & 26 vict. cap. 89.—SCHEDULE II. Powers of directors. (27.) The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not hereby required to be exercised by the company in general meeting ; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made. Election of directors. (28.) The directors shall be elected annually by the company in general meeting. Business of company. [Here insert rules as to mode in which business of insurance is to be conducted. | Accounts. (29.) The accounts of the company shall be audited by a committee of five members, to be called the audit committee. (30.) The first audit committee shall be nominated by the directors out of the body of members. (31.) Subsequent audit committees shall be nominated by the mem- bers at the ordinary general meeting in each year. (32.) The audit committee shall be supplied with a copy of the balance-sheet, and it shall be their duty to examine the same with the accounts and vouchers relating thereto. (33.) The audit committee shall have a list delivered to them of all books kept by the company, and they shall at all reasonable times have access to the books and accounts of the company : they may, at the expense of the company, employ accountants or other persons to assist them in investigating such accounts, and they may in relation to such accounts examine the directors or any other officer of the company. (34.) The audit committee shall make a report to the members upon the balance-sheet and accounts ; and in every such report they shall state whether in their opinion the balance-sheet is a full and fair balance-sheet, containing the particulars required by these regulations of the company, and properly drawn up so as to exhibit a true and correct view of the state of the com- pany’s affairs, and, in case they have called for explanation or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory ; and such report shall be read, together with the report of the directors, at the ordinary meeting. Notices. (35.) A notice may be served by the company upon any member either personally, or by sending it through the post in a pre- paid letter addressed to such member at his registered place of abode. (36). Any notice, if served by post, shall be deemed to have been 1007 Apprnpix V. Form B. 1008 Apprnpix V. Form B, Form C. THE COMPANIES ACT, 1862. served at the time when the letter containing the same would be delivered in the ordinary course of the post ; and in proving such service it shall be sufficient to prove that the letter con- taining the notice was properly addressed, and put into the post office. Winding up. (37). The company shall be wound up voluntarily whenever an extraordinary resolution, as defined by the Companies act, 1862, is passed, requiring the company to be wound up volun- tarily. Names, Addresses, and Descriptions of Subscribers. *©1, John Jones of in the county of Merchant. “2, John Smith of in the county of “3. Thomas Green of in the county of 4, John Thompson of in the county of “5, Caleb White of in the county of “6. Andrew Brown of in the county of “7, Ceesar White of in the county of Dated the 22nd day of November 1861. Witness to the above signatures, A. B., No. 13, Hute Street, Clerkenwell, Middlesex. FORM C. (See §§ 9 & 14.) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE, AND HAVING A CAPITAL DIVIDED INTO SHARES. Memorandum of association. lst. The name of the company is, “The Highland Hotel Company, Limited.” 2nd. The registered office of the company will be situate in Scotland. 3rd. The objects for which the company is established are “the facili- tating travelling in the Highlands of Scotland, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing all such other things as are incidental or conducive to the attain- ment of the above object.” 4th. Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound up during the time that he is a member, or within one year afterwards, for pay- ment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contri- butories amongst themselves, such amount as may be required not ex- ceeding twenty pounds. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memo- randum of association. 25 & 26 vict. car. 89.—scHEDULE IL. 1009 Names, Addresses, and Descriptions of Subscribers. Appunpix Y, “1, John Jones of in the county of Merchant. Porm ty “2. John Smith of in the county of “3. Thomas Green of in the county of “4, John Thompson of in the county of “5. Caleb White of in the county of “6, Andrew Brown of in the county of “7. Casar White of in the county of Dated the 22nd day of November 1861. Witness to the above signatures, A. B., No. 13, Hute Street, Clerkenwell, Middlesex. Articles of association to accompany preceding memorandum of association. (See § 14.) 1. The capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each. 2. The directors may, with the sanction of the company in general meeting, reduce the amount of shares. 3. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company. 4. All the articles of Table A. shall be deemed to be incorporated with these articles, and to apply to the company. We, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names. Number of Shares Names, Addresses, and Descriptions of Subscribers, taken by each Sub- scriber. “1, John Jones of in the county of Merchant 200 “2, John Smith of in the county of ‘ ; 25 “3. Thomas Green of in the county of oe 30 “4, John Thompson of in the county of : ; 40 “5, Caleb White of in the county of ty Os 15 “6, Andrew Brown of in the county of ‘ ‘ 5 “7, Caesar White of in the county of ans _ 10 Total shares taken ; 4 é 325 Dated the 22nd day of November 1861. Witness to the above signatures, A. B., No. 13, Hute Street, Clerkenwell, Middlesex. FORM D. (See §§ 10, 14.) MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COM- Form D PANY, HAVING A CAPITAL DIVIDED INTO SHARES. Memorandam of association. Ist, The name of the company is “The Patent Stereotype Company.” 2nd. The registered office of the company will be situate in England. L.c. *3°T 1010 APPENDIX V. Form D. THE COMPANIES ACT, 1862. method John Smith, of London, is the sole patentee.” 3rd. The objects for which the company is established are ‘ the working of a patent method of founding and casting stereotype plates, of which Ws, the several persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of asso- ciation. Names, Addresses, and Descriptions of Subscribers. wi, “9, ae cc 4, “cc 5, ce 6. cc 7, John Jones of John Smith of Thomas Green of John Thompson of Caleb White of Andrew Brown of Abel Brown of in the county of in the county of in the county of in the county of in the county of in the county of in the county of Dated 22nd day of November 1861. Witness to the above signatures, A. B., No, 20, Bond Street, Middlesex. Merchant. Articles of association to accompany the preceding memorandum of association. (See § 14.) Capital of the company. The capital of the company is two thousand pounds, divided into twenty shares of one hundred pounds each. Application of Table A. All the articles of Table A. shall be deemed to he incorporated with these articles, and to apply to the company. Ws, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the company set opposite our respective names. | Number of Shares Names, Addresses, and Descriptions of Subscribers. taken by Sub- scribers. “1, John Jones of in the county of Merchant 1 “9, John Smith of in the county of : ‘ 5 “ 3. Thomas Green of in the county of 2 “4, John Thompson of in the county of 2 “5, Caleb White of in the county of 3 “6, Andrew Brown of in the county of ‘ 4 “7, Abel Brown of in the county of 1 Total shares taken . , ' 18 Dated the 22nd day of November 1861. Witness to the above signatures, A. B., No, 20, Bond Street, Middlesex. 1011 "9 § “EL ‘0 “JOA SF 908 ‘pournjor uaeq sey peydvo dn-pred oy} Jo uorptod v uaya SZEs TET ‘9 "QOIA TE BO 098 ‘pansst useq oavy SyUBITEA oIVYS TOT { GZ § 99S ‘“YDO}S OUT Po}TOAUOD Udaq oAvY Sores UOYM parmber sxepnorysed [euorrppe 10g (7) 372 25 & 26 vicr. car. 89.—scHEDULE II. perme ar jo omar eA yo hep ‘srefnonreg 8yF 49 | -uoryednosg “ssoIppy “ome ‘ourvumg Saruyeyu09 “ SIOQMIT, FULYSTXO ueysityy ‘sy reUloy ‘s1aquioy{ 1eS0] ou rea ere tone acorn wereay qeSpery wosrag £q prey soxeyg | SCAme eunsixe 24 eee IoqsTSoyy see EN PY seueyg TUOTTPPY . “BNOILVdN000Q aNV ‘sussHUaacy ‘SaNVN ‘SHUVHG AO LNNODDY ‘Play Os soreyg oy} Jo yuNooVy ue pus jo fep pres oy} Surpooerd ATayerpouun avox oyy Sup oury, Lae ev urereqy yo &ep ayy uo Aueduros aq} UL soIvYY SUIp[oy suosteg JO SIT . F predun s[[vQ jo qunowe yeqoy, : F paateoar s[[VO Jo yuuoure Teqoy, ‘gossorppYy puv ste yy Iteq} Sutmoys ‘ soley pjey eavy om suosrag jo pur ‘ . jo fep ay} 07 dn usye} soreyg Jo saqmmnyy “qoee F jo sareyg ovat poprsrp F yeyideo peuruoy ‘ jo seq oy} 07 dn opeut ‘aNvawop ou} Jo SHUVHS CNV TVLIdVO Jo AUVWWAS *(u) (9% § 208) oY oY} Jo yxVg puoosg oy} Aq poamber sv “| WYO 1012 Form F, Acts repealed. AYPENDIX V. THE COMPANIES AcT, 1862. FORM F. (See § 21.) LicENCE TO HOLD LANDS. The lords of the committee of privy council appointed for the considera- tion of matters relating to trade and foreign plantations hereby license the Association, Limited, to hold the lands hereunder described [insert description of lands]. The conditions of this licence are [insert conditions, if any]. THIRD SCHEDULE. (See § 205.) FIRST PART. Date and ; Chapter of Act. Title of Act. 21 & 22 Geo. 3,c. 46 .| An Act to promote Trade and Manufactures by (Parliament of Ireland)| regulating and encouraging partnerships. 7&8 Vict.c. 110 . .|An Act for the Registration, Incorporation, and Regulation of Joint-Stock Companies, 7&8 Vict.c. 111 . .{An Act for facilitating the winding up the Affairs of Joint-Stock Companies unable to meet their pecuniary Engagements. 7&8 Vict.c.113 . .| An Act to Regulate Joint-Stock Banks in England. 8&9 Vict.c.98 . .| An Act for facilitating the winding up the Affairs of Joint-Stock Companies in Ireland unable to meet their pecuniary Engagements. 9 & 10 Vict. c.28 . .}An Act to facilitate the Dissolution of certain Railway Companies. 9& 10 Vict.c.75 . .| An Actto Regulate Joint-Stock Banks in Scotland and Ireland. 10 & 11 Vict. c.78 . .|An Act to amend an Act for the Registration, Incorporation, and Regulation of Joint-Stock Companies. 11 & 12 Vict.c. 45 . .| An Act to amend the Acts for facilitating the winding up the Affairs of Joint Stock Com- panies unable to meet their pecuniary Engage- ments, and also to facilitate the Dissolution and winding up of Joint-Stock Companies and other Partnerships. 12 & 13 Vict.c.108 .|An Act to amend the Joint-Stock Companies Winding-up Act, 1848. 19 & 20 Vict. c. 47 . .} An Act for the Incorporation-.and Regulation of Joint-Stock Companies and other Associations. 20 & 21 Vict.c.14 . .| An Act to amend the Joint-Stock Companies Act, 1856. 20 & 21 Vict. c. 49 . .| An Act to amend the Law relating to Banking Companies. ‘ 20 & 21 Vict.c. 78 . .| An Act to amend the Act Seven and Eight Vic- toria, Chapter One hundred and eleven, for facilitating the winding up the affairs of Joint- Stock Companies unable to meet their pecuniary Engagements, and also the Joint-Stock Com- . panies Winding-up Acts, 1848 and 1849. 20 & 21 Vict. c. 80 . .| An Act to amend the Joint-Stock Companies Act, 1856. 21 & 22 Vict. c. 60 . .| An Act toamend the Joint Stock Companies Acts, 1856 and 1857, and the Joint-Stock Banking ; Companies Act, 1857. s 21 & 22 Vict.c. 91 . .| An Act to enable Joint-Stock Banking Companies to be formed on the Principle of Limited Liability. 25 & 26 vicr. car. 89.—scHEDULE IL. SECOND PART (i). 7 & 8 Vicor. c. 118, 8. 47. 10138 Avpenpix V. Every company of more than six persons established on the sixth day Existing com- of May one thousand eight hundred and forty-four, for the purpose of panies to have carrying on the trade or business of bankers within the distance of sixty- five miles from London, and not within the provisions of the act passed (t) The explanation of the Second Part of the Third Schedule to the fore- going statute, is as follows :— The 39 & 40 Geo. 3, c. 28, rendered all banking companies of more than six persons illegal, the Bank of England alone being excepted. The 7 Geo. 4, c. 46, rendered banking companies of more than six persons legal, provided they did not carry on business within 65 miles of London. The same act also empowered the bank- ing companies thus legalised to sue and be sued by public officers, upon certain conditions. The 3 & 4 Will. 4, c. 98, enabled banking companies of more than six persons to carry on business within 65 miles of London, subject to certain re- strictions ; but neither this act nor any other, prior to the 7 & 8 Vict., extended to these companies the privilege of suing and being sued by public officers, and which privilege was enjoyed under 7 Geo. 4, c. 46, by banking companies carrying on business more than 65 miles from London. The 7 & 8 Vict. c. 113, § 47, which is above preserved from repeal, conferred the privilege in question upon banking companies of more than six members carrying on business within 65 miles of London, and established before the 6th of May, 1844. The same act (7 & 8 Vict. c. 113) prohibited the formation after the 6th of May,, 1844, of banking companies of more than six persons, save under its provisions (§1). This act also authorised banking companies of more than six persons formed before the 6th of May, 1844, to obtain charters of incorpora- tion, and so bring themselves within the provisions of the act (§ 45). Once the powers of suing and being sued. within its provisions by incorporation, Note on banking the privilege of suing and being sued by companies. public officers would, of course, be un- [See also ante, necessary ; and this accounts for the Pp. 136—138.] occurrence in the 47th section of 7 & 8 Vict. c. 118, of the words ‘‘and not within the provisions of this Act.” With respect to the 20 & 21 Vict. ce, 49, it must be borne in mind that when it passed, there were three kinds of banking partnerships and companies in existence, viz.:—1. Ordinary banking firms of not more than six members ; 2. Banking companies of more than six members formed before the 6th of May, 1844, but not incorporated ; and 3. Bank- ing companies of more than six members, which, whether formed before or after the 6th of May, 1844, were incorporated under the provisions of 7 & 8 Vict. v. 113. It must also be borne in mind that prior to the passing of the 20 & 21 Vict. c. 49, the privileges of banking partnerships and companies to issue notes, &c., de- pended partly upon whether they con- sisted of more than six members or not, and partly upon the distance from London at which they carried on their business. (See ante, p. 136 n.) Such was the state of the law when the Joint-stock banking companies act, 1857, passed. That act (20 & 21 Vict. c. 49) did four things, viz. :—i. It imperatively required all banking companies formed under 7 & 8 Vict. c. 118, to register (§ 4). 2. It repealed that act, not only with respect to banking companies formed after the 17th of August, 1857, but also with respect to all companies formed before that time under 7 & 8 Vict. c. 118, as soon as they should have registered as required. (See §12.) 38. It prohibited the formation of banking companies of more than ten members, save under its own provisions 1014 THE COMPANIES AcT, 1862. Apprenpix V. in the session holden in the seventh and eighth years of the reign of Her ~~ present Majesty, chapter one hundred and thirteen, shall have the same powers and privileges of suing and being sued in the name of any one of the public officers of such copartnership as the nominal plaintiff, peti- tioner, or defendant on behalf of such co-partnership, and all judgments, decrees, and orders made and obtained in any such suit may be enforced, in like manner as is provided with respect to such companies carrying on Note on banking companies. (§ 13). 4. It conferred upon banking companies of not more than ten members the privileges previously enjoyed by ‘banking firms of not more than six members (§ 12). This last enactment it is which is preserved from repeal by the act of 1862. The above observations will, it is hoped, enable the reader to understand without difficulty the object of saving from repeal the clauses in the second part of the 3rd schedule to the Companies act, 1862. A few additional remarks, however, are necessary to explain the varieties of banking companies which may be met with after that act has come into opera- tion. Until 1857 banking companies could not be formed by registration, and until the following year they could not be formed with limited liability, except by virtue of some special act of Parliament or royal charter. In 1857, however, an act was passed, authorising banking companies of more than six members to register (20 & 21 Vict. c. 49); and in 1858 another act was passed, authorising them to register with limited liability (21 & 22 Vict.c. 91). Companies actually registered under these acts are made sub- ject to the provisions of the act of 1862 (see §§ 176, 177), which also authorises the formation of new banking companies of more than six members, with limited or unlimited liability (§ 6). Adding registered banking companies therefore to those which existed before 1857, the result will be as follows :— 1. There may be ordinary banking partnerships of not more than ten members. 2. There may be companies of more than six members formed before the 6th May, 1844, and empowered to sue and be sued by public officers, but not registered. 3. There may be registered companies of more than six members. Companies of this class may be limited or not, and may have been originally formed before or after May, 1844, and if after, then either under 7 & 8 Vict. c. 113, or under the Joint-stock companies acts of 1857—1858, or under the new act of 1862. As to the power of a bank regis- tered as unlimited to re-register as limi- ted, see 42 & 48 Vict. c. 76. 4, There may, perhaps, be yet another class, viz., companies formed before the 6th of May, 1844, and subsequently in- corporated by royal charter under 7 & 8 Vict. c. 113, § 46, but not registered under any of the later acts. Such a company might possibly be considered as not having been formed under 7 & 8 Vict. vc. 118, within the meaning of 20 & 21 Vict. c. 49, § 4; and, if so, regis- tration under this last act would not be compulsory, and if not compulsory under that act, it is not compulsory under the act of 1862. (See § 209.) If, however, the incorporation of the company by char- ter be considered as the formation of the company within the meaning of 20 & 21 Vict. v. 49, § 4, then the registration of the company is imperative, and the class under consideration cannot legally exist. The latter view the writer conceives to be correct. In addition to the above four classes there, of course, may be banking com- panies formed under special acts or charters of their own. With reference to Irish banks, and as to how far the Irish act, 33 Geo. 2, ¢. 14, is repealed by the imperial act, 6 Geo. 4, cg. 42, see O'Flaherty v. McDowell, 6 H. L. C. 142, and Copland v. Davis, L. R. 5 H. L. 358. 27 viot. cap. 19. the said trade or business at any place in England exceeding the distance of sixty-five miles from London, under the provisions of an act passed in the seventh year of the reign of King George the fourth, chapter forty- six, intituled, “‘ An act for the better regulating copartnerships of certain bankers in England, and for amending so much of an act of the thirty- ninth and fortieth years of the reign of His late Majesty King George the third, intituled ‘ An act for establishing an agreement with the governor and company of the Bank of England for advancing the sum of three millions towards the supply for the service of the year one thousand eight hundred,’ as relates to the same”; provided, that such first-men- tioned company shall make out and deliver from time to time to the commissioners of stamps and taxes the several accounts or returns required by the last-mentioned act ; and all the provisions of the last-recited act as to such accounts or returns shall be taken to apply to the accounts or returns so made out and delivered by such first-mentioned companies as if they had been originally included in the provisions of the last-recited act. 20 & 21 Vict. c 49, part of section 12. Notwithstanding anything contained in any act passed in the session holden in the seventh and eighth years of the reign of Her present Majesty, chapter one hundred and thirteen, and intituled ‘‘An act to regulate Joint-Stock Banks in England,” or in any other act, it shall be lawful for any number of persons, not exceeding ten, to carry on in partner- ship the business of banking, in the same manner and upon the same conditions in all respects as any company of not more than six persons could before the passing of this act have carried on such business. THE COMPANIES SEALS ACT, 1864. 27 Vict. Car. 19. An act to enable joint stock companies carrying on business in foreign countries to have official seals to be used in such countries (k). [13th May, 1864.] WHEREAS there have been and may be established in the United Kingdom companies whose business is to be carried on in countries not situate in the United Kingdom, and it is convenient and desirable that investments may be made, and mortgages, conveyances, and leases taken, and contracts and engagements entered into, on behalf of the Company, in such countries, in the name of the company: be it therefore enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present Parliament assembled, and by the authority of the same, as follows: 1. This act may be cited for all purposes as “the Companies seals act, 1864.” (k) See ante, p. 229. 1015 Apprnpix V. Power to form banking part- nerships of ten persons. Short Title, 1016 THE COMPANIES SEALS ACT, 1864. APPENDIX V. 2. Any company, under “The Companies act, 1862,” whose objects Powerto __-reduire or comprise the transaction of business, as hereinbefore mentioned, companies to in foreign countries, may cause to be prepared an official seal for and to have an be used in any place, district, or territory situate out of the United official seal. Kingdom in which the business of the company shall be carried on, and every such official seal may and shall be a fac-simile of or as nearly as practicable a fac-simile of the common seal of the company, with the exception that on the face thereof shall be inscribed the name of each and every place, district, or territory in and for which it is to be used: provided that it shall be lawful for any such company as aforesaid from time to time to break up and renew any official seal or seals, and to vary the limits within which it is intended to be used. Power to com- 3. Every company having or using any such official seal as is authorised panies to appoint by this act may from time to time, by any instrument or instruments in agents abroad to writing under the common seal of the company, empower any agent or affix seals. : . agents specially appointed for the purpose, or any local agent, board, committee, manager, or commissioner appointed under the provisions of the articles of association of such company, in any place, district, or territory situate out of the United Kingdom where the business of the company shall for the time being be carried on, to affix such official seal to any deed, contract, or other instrument to which the company is or shall be made a party in such place, district, or territory, and no other order of the company or the board of directors thereof shall be necessary to authorize any such seal to be affixed to any deed, contract, or other instrument. As to the 4, Every power granted under the last preceding section shall, as duration of between the company, their successors and assigns, on the one hand, and ee the person or persons dealing with the agent or agents, board, committee, this act. manager, or commissioner named in the instrument conferring the power, and all parties claiming through or under such person or persons, on the other hand, continue in force during the period, if any, mentioned in the instrument conferring the power, or if no power be there mentioned then until notice of the revocation or determination of the power shall have been given to such person or persons as aforesaid. Person affixing 5. Whenever any such official seal as aforesaid shall be affixed to any ee ect document, the person affixing the same shall, by writing under his hand date aE so @nd written on the document to which the seal may have been affixed, affixed. certify the date when and the place where the same was affixed ; and any document to which any such seal shall have been duly affixed within the district or territory or place the name whereof is inscribed on such seal shall bind the company in the same way and to the same extent and have the same force and effect as if it had been duly sealed with the common seal of the company. Companies not 6. The powers given by this act shall be exercised by such companies to exercise only as are or shall be expressly authorised to exercise the same by their ee ad articles of association, or a special resolution passed according to the vizea. provisions of ‘‘ The Companies act, 1862,” and shall be exercised by such companies subject to any directions or restrictions in their articles of association or the special resolutions contained. Section 55 of 7. Nothing in this act contained shall operate to repeal the provisions a ane of the fifty-fifth section of ‘‘ The Companies act, 1862,” but such section Tepealé a. shall continue in force, and all acts done or to be done thereunder shall be as valid and effectual as if this act had not been passed. 30 & 81 vict. cap, 181. 1017 APPENDIX V. “THE COMPANIES ACT, 1867.” 30 & 31 Vict. Cap. 131. An Act toamend “ The Companies act, 1862.” [20th August, 1867.] BE it enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : Preliminary. 1. This act may be cited for all purposes as ‘The Companies act, Short title. 1867.” 2. The Companies act, 1862, is hereinafter referred to as “the prin- Act to be con- cipal act ;” and the principal act and this act are hereinafter distinguished strued as one as and may be cited for all: purposes as ‘‘ The Companies Acts, 1862 and a oe 1867 ;” and this act shall, so far as is consistent with the tenor thereof, ie be construed as one with the principal act; and the expression “this act” in the principal act, and any expression referring to the principal act which occurs in any act or other document, shall be construed to mean the principal act as amended by this act. 3. This act shall come into force on the first day of September one Commencement thousand eight hundred and sixty-seven, which date is hereinafter referred of act. to as the commencement of this act. Unlimited liability of directors. 4, Where after the commencement of this act a company is formed as a Company may limited company under the principal act, the liability of the directors or have directors managers of such company, or the managing director, may, if so provided reo by the memorandum of association, be unlimited. es 5. The following modifications shall be made in the thirty-eighth sec- Liability of tion of the principal act with respect to the contributions to be required directors, past in the event of the winding up of a limited company under the principal 2nd present, act, from any director or manager whose liability is, in pursuance of this eee act, unlimited : ; (1.) Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall,’in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding up a member of an unlimited company : (2.) No contribution required from any past director or manager who has ceased to hold such office for a period of one year or up- wards prior to the commencement of the winding up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company : (3.) No contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the 1018 THE COMPANIES ACT, 1867. AppEenpix V. amount (if any) which he is liable to contribute as an ordinary =< member of the company : (4.) Subject to the provisions contained in the regulations of the company, no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the Court deems it necessary to require such contribution in order to satisfy the debts and lia- bilities of the company, and the costs, charges, and expenses of the winding up. Director with 6. In the event of the winding up of any limited company, the Court, unlimited lia- if it think fit, may make to any director or manager of such company ee whose liability is unlimited the same allowance by way of set-off as under sect. 101, of the one hundred and first section of the principal act it may make toa 25 & 26 Vict. contributory where the company is not limited. v. 89. 7. In any limited company in which, in pursuance of this act, the Notice to be liability of a director or manager is unlimited, the directors or managers given to director of the company (if any), and the member who proposes any person for th his election lection or appointment to such office, shall add to such proposal a state- at his liability cn ace ‘ 48 willbe unlimited, ment that the liability of the person holding such office will be unlimited ; and the promoters, directors, managers, and secretary (if any) of such company, or one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be un- limited. Penalty for If any director, manager, or proposer make default in adding such state- neglect to give ment, or if any promoter, director, manager, or secretary make default in notice. giving such notice, he shall be liable to a penalty not exceeding one ca ied hundred pounds, and shall also be liable for any damage which the person neglect. so elected or appointed may sustain from such default ; but the liability of the person elected or appointed shall not be affected by such default. Existing limited 8. Any limited company under the principal act, whether formed companies may, before or after the commencement of this act, may, by a special resolu- ok er gaa tion, if authorised so to do by its regulations, as originally framed or as ‘ions, Mabilitrot altered by special resolution, from time to time modify the conditions con- directors tained in its memorandum of association so far as to render unlimited the unlimited. liability of its directors or managers, or of the managing director; and such special resolution shall be of the same validity as if it had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution ; and any default in this respect shall be deemed to be a default in complying with the provisions of the fifty-fourth section of the principal act, and shall be punished accordingly (2). Reduction of capital and shares (m). nee 9. Any company limited by shares may, by special resolution, so far seanee nag al modify the conditions cuntained in its memorandum of association, if by special reso. authorised so to do by its regulations, as originally framed or as altered by lution and order special resolution, as to reduce its capital; but no such resolution for of Court oe by (2) See, as to special resolutions, act (m) See Ord. of 1868, rules 2 et seg. 5 FEBInurars of 1862, § 51, and as to altering the and 40 & 41 Vict. c. 26, §§ 2 to 5, infra ; memorandum, ib. § 12. and 43 Vict. c. 19; and ante, p. 402. 80 & 81 vict. cap. 181. 1019 reducing the capital of any company shall come into operation until an Appunpix V. order of the Court is registered by the registrar of joint-stock companies, ~~ SCS as is hereinafter mentioned. 10. The company shall after the date of the passing of any special Company to resolution for reducing its capital add to its name, until such date as the add ‘and re- Court may fix, the words “and reduced,” as the last words in its name ; (ced f tO 10s and those words shall, until such date, be deemed to be part of the name Teanited peribd of the company within the meaning of the principal act. 11. A company which has passed a special resolution for reducing its Company to capital may apply to the Court by petition for an order confirming the apply to the reduction ; and on the hearing of the petition the Court, if satisfied that Court for an _ : ‘ ie order confirming with respect to every creditor of the company who under the provisions of reduction, which this act is entitled to object to the reduction, either his consent to the may be made as reduction has been obtained, or his debt or claim has been discharged or herein provided. has determined, or has been secured as hereinafter provided, may make an order confirming the reduction on such terms and subject to such condi- tions as it deems fit. 12. The expression “the Court” shall in this act mean the Court pegnition of the which has jurisdiction to make an order for winding up the petitioning Court. company ; and the eighty-first and eighty-third sections of the principal act shall be construed as if the term “‘ winding up ” in those sections included proceedings under this act; and the Court may in any proceedings under [Costs. ] this act make such order as to costs as it deems fit. 13. Where a company proposes to reduce its capital, every creditor of Gre gitors en- the company who at the date fixed by the Court is entitled to any debt or titled to prove claim which, if that date were the commencement of the winding up of in winding up the company, would be admissible in proof against the company, shall be MY object to entitled to object to the proposed reduction, and to be entered in the list reduction, of creditors who are so entitled to object. The Court shall settle a list of such creditors, and for that purpose shall List of objecting ascertain as far as possible without requiring an application from any creditors to be creditor the names of such creditors and the nature and amount of their Settled by the debts or claims, and may publish notices fixing a certain day or days onnt within which creditors of the company who are not entered on the list are to claim to be so entered or to be excluded from the right of objecting to the proposed reduction. 14. Where a creditor whose name is entered on the list of creditors, and Court may dis- whose debt or claim is not discharged or determined, does not consent to pense with con- the proposed reduction, the Court may (if it think fit) dispense with such Pale riot ¢ consent on the company securing the payment of the debt or claim of given for his such creditor by setting apart and appropriating, in such manner as the debt. Court may direct, a sum of such amount as is hereinafter mentioned ; (that is to say,) (1.) If the full amount of the debt or claim of the creditor is admitted by the company, or, though not admitted, is such as the company are willing to set apart and appropriate, then the full amount of the debt or claim shall be set apart and appropriated. (2.) If the full amount of the debt or claim of the creditor is not admitted by the company, and is not such as the company are willing to set apart and appropriate, or if the amount is con- tingent or not ascertained, then the Court may, if it think fit, inquire into and adjudicate upon the validity of such debt or claim, and the amount for which the company may be liable in respect thereof, in the same manner as if the company were 1020 THE COMPANIES ACT, 1867. APPENDIX V, being wound up by the Court, and the amount fixed by the pepecte had Court on such inquiry and adjudication shall be set apart and appropriated. Order confirm- 15. The registrar of joint stock companies, upon the production to him of ing reduction an order of the Court confirming the reduction of the capital of a com- and minute pany, and the delivery to him of a copy of the order, and of a minute os (approved by the Court), showing with respect to the capital of the com- capital as altered Pany, as altered by the order, the amount of such capital, the number of to be registered. shares in which it is to be divided, and the amount of each share, shall register the order and minute, and on the registration the special resolution confirmed by the order so registered shall take effect. Notice of such registration shall be published in such manner as the Court may direct. The registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requisitions of this act with respect to the reduction of capital have been complied with, and that the capital of the company is such as is stated in the minute. Minute to form 16. The minute when registered shall be deemed to be substituted for nen Pee ak the corresponding part of the memorandum of association of the company, ciation and mein- and shall be of the same validity and subject to the same alterations as if bers to be liable it had been originally contained in the memorandum of association ; and, only for dif- subject as in this act mentioned, no member of the company, whether past aa or present, shall be liable in respect of any share to any call or contribu- shares and tion exceeding in amount the difference (if any) between the amount which amountsofshares has been paid on such share and the amount of the share as fixed by the as fixed by minute. mutes 17. If any creditor who is entitled in respect of any debt or claim to Saving of rights Ghject to the reduction of the capital of a company under this act, is in of creditors who se é 5 ie 5 are ignorant of Consequence of his ignorance of the proceedings taken with a view to such proceedings. reduction, or of their nature and effect with respect to his claim, not entered on the list of creditors, and after such reduction the company is wnable, within the meaning of the eightieth section of the principal act, to Liability of pay to the creditor the amount of such debt or claim, every person who members to con- was a member of the company at the date of the registration of the order a and minute relating to the reduction of the capital of the company shall such creditors, be liable to contribute for the payment of such debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day prior to such registration ; and on the company being wound up, the Court, on the appli- cation of such creditor, and on proof that he was ignorant of the proceed- ings taken with a view to the reduction, or of their nature and effect with respect to his claim, may, if it think fit, settle a list of such contributories accordingly, and make and enforce calls and orders on the contributories settled on such list in the same manner in all respects as if they were ordinary contributories in a winding up; but the provisions of this section shall not affect the rights of the contributories of the company among . themselves. ou Bele Sa 18. A minute when registered shall be embodied in every copy of the be embodied in Memorandum of association issued after its registration ; and if any com- every memoran- pany makes default in complying with the provisions of this section it dum of associa-_ shall incur a penalty not exceeding one pound for each copy in respect of oes which such default is made, and every director and manager of the company 80 & 81 vict. cap. 181. 1021 who shall knowingly and wilfully authorise or permit such default shall Apprnprx Y. incur the like penalty. pes a 19. If any director, manager, or officer of the company wilfully conceals Penalty for con- the name of any creditor of the company who is entitled to object to the cealmentof name proposed reduction, or wilfully misrepresents the nature or amount of the of creditor or debt or claim of any creditor of the company, or if any director or manager a Bea of the company aids or abets in or is privy to any such concealment or mis- go, : representation as aforesaid, every such director, manager, or officer shall be guilty of a misdemeanor. 20. The powers of making rules concerning winding up conferred by the Power to make one hundred and seventieth, one hundred and seventy-first, one hundred rules extended and seventy-second, and one hundred and seventy-third sections of the peat rules principal act shall respectively extend to making rules concerning matters potters - which in which jurisdiction is by this act given to the Court which has the power jurisdiction is of making an order to wind up a company, and until such rules are made given by this act. the practice of the Court in matters of the same nature shall, so far as the same is applicable, be followed. Subdivision of shares (0). 21. Any company limited by shares may by special resolution so far ghares may be modify the conditions contained in its memorandum of association, if divided into authorised so to do by its regulations as originally framed or as altered by Shares of smaller special resolution, as by subdivision of its existing shares, or any of them, ee: to divide its capital, or any part thereof, into shares of smaller amount than is fixed by its memorandum of association. Provided, that in the subdivision of the existing shares the proportion Proportion between the amount which is paid and the amount (if any) which is unpaid between amounts on each share of reduced amount shall be the same as it was in the case of a ae the existing share or shares from which the share of reduced amount is pieaerva ie derived. 22. The statement of the number and amount of the shares into which Statement of the capital of the company is divided contained in every copy of the memo- number and randum of association issued after the passing of any such special reso- sea pe rg lution, shall be in accordance with such resolution; and any company embodied in re which makes default in complying with the provisions of this section shall every memo- incur a penalty not exceeding one pound for each copy in respect of which randum of such default is made; and every director and manager of the company who 28S°¢iation sub- knowingly or wilfully authorises or permits such default shall incur the oe nee like penalty. Associations not for profit. 23. Where any association is about to be formed under the principal act Special pro- as a limited company, if it proves to the Board of Trade that it is formed visions as to for the purpose of promoting commerce, art, science, religion, charity, or oe any other useful object, and that it is the intention of such association to ee apply the profits, if any, or other income of the association in promoting of gain, its objects, and to prohibit the’ payment of any dividend to the members of the association, the Board of Trade may by licence, under the hand of one of the secretaries or assistant secretaries, direct such association to be regis- tered with limited liability, without the addition of the word limited to its (0) Ante, p. 405. 1022 THE COMPANIES ACT, 1867. Arrenpix V, name; and such association may be registered accordingly, and upon regis- tration shall enjoy all the privileges and be subject to the obligations by this act imposed on limited companies, with the exceptions that none of the provisions of this act that require a limited company to use the word limited as any part of its name, or to publish its name, or to send a list of its members, directors, or managers to the registrar, shall apply to an association so registered. The licence by the Board of Trade may be granted upon such conditions and subject to such regulations as the board think fit to impose ; and such conditions and regulations shall be binding on the association, and may, at the option of the said board, be inserted in the memorandum and articles of association, or in both.or one of such documents. Calls upon shares. Company may 24. Nothing contained in th e principal act ( P) shall be deemed to prevent have some any company under that act, if authorised by its regulations as originally shares fully paid framed or as altered by special resolution, from doing any one or more of and others not. the following things; namely,— (1.) Making arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid, and in the time of payment of such calls : (2.) Accepting from any member of the company who assents thereto the whole or a part of the amount remaining unpaid on any share or shares held by him, either in discharge of the amount of a call payable in respect of any other share or shares held by him or without any call having been made: (3.) Paying dividend in proportion to the amount paid up on each share in cases where a larger amount is paid up on some shares than on others (¢). Shares to he 25. Every share in any company shall be deemed and taken to have issued andheld been issued and to be held subject to the payment of the whole amount subject to pay- thereof in cash, unless the same shall have been otherwise determined by a Hzne OF he contract duly made in writing, and filed with the registrar of joint-stock whole amount in i . cash, unless if Companies at or before the issue of such shares (7). be otherwise determined by a contract regis- Transfer of shares. tered at or before the issue. 26. A company shall on the application of the transferor of any share or Transfer may be interest in the company enter in its register of members the name of the registered at transferee of such share or interest, in the same manner and subject to the eve same conditions as if the application for such entry were made by the transferor. Cr transferee (s). (p) See ante, pp. 348 and 455. (s) See act of 1862, §§ 22 and 35, and (q) Oakbank Oil Co. v. Crum, 8 App. as to the person to procure the registra- Ca. 65, and ante, p. 455. tion of the transfer, see ante, p. 491, (r) See ante, pp. 395 and 783, and and for remedy if registrar refuses to further as to the meaning of issue, 1 Ex. register a transfer on the ground that it D. 242; 9 Ch. 554. See, also, British is improperly stamped, see Queen v. Farmers’, &c., Co.,7 Ch. D. 5383, as to Registrar of Joint-Stock Cos., 21 Q. B. companies being estopped by their certifi- D. 131. cates from denying that shares are paid up. 30 & 81 vicr. cap. 181. 1023 AppENDIXx V. Share warrants to bearer. 27. In the case of a company limited by shares the company, if autho- warrants for rised so to do by its regulations as originally framed or as altered by fully paid up special resolution, and subject to the provisions of such regulations, may, shares or stock with respect to any share which is fully paid up, or with respect to stock, ™*Y is me issue under their common seal a warrant stating that the are ike warrant is entitled to the share or shares or stock therein specified, and may provide, by coupons or otherwise, for the payment of the future dividends on the share or shares or stock included in such warrant, herein- after referred to as a share warrant. 28, A share warrant shall entitle the bearer of such warrant to the shares pect of share or stock specified in it, and such shares or stock may be transferred by the warrants. delivery of the share warrant. Transfer of 29, The bearer of a share warrant shall, subject to the regulations of the an es by company, be entitled, on surrendering such warrant for cancellation, to haps have his name entered as a member in the register of members, and the eee company shall be responsible for any loss incurred by any person by reason may be entered of the company entering in its register of members the name of any bearer in the register of of a share warrant in respect of the shares or stock specified therein without members on the share warrant being surrendered and cancelled. ee abe 30. The bearer of a share warrant may, if the regulations of the company gancellation. so provide, be deemed to be a member of the company within the meaning Regulations of the principal act, either to the full extent or for such purposes as may of the company be prescribed by the regulations : may make the Provided, that the bearer of a share warrant shall not be qualified in bearer of a . . fi ‘ share warrant a respect of the shares or stock specified in such warrant for being a director membar: butendé or manager of the company in cases where such a qualification is prescribed so as to qualify by the regulations of the company. him as a director 31. On the issue of a share warrant in respect of any share or stock the i Tespect of company shall strike out of its register of members the name of the member eas then entered therein as holding such share or stock as if he had ceased to Hobties ee : 3 2 i gister where be a member, and shall enter in the register the following particulars : share warrant (1.) The fact of the issue of the warrant : issued. (2.) A statement of the shares or stock included in the warrant, dis- tinguishing each share by its number : (3.) The date of the issue of the warrant : And until the warrant is surrendered the above particulars shall be deemed to be the particulars which are required by the twenty-fifth section of the principal act to be entered in the register of members of a company; and on the surrender of a warrant the date of such surrender shall be entered as if it were the date at which a person ceased to be a member. 32. After the issue by the company of a share warrant the annual Particulars as to summary required by the twenty-sixth section of the principal act shall share warrants contain the following particulars,—the total amount of shares or stock for + becontained in which share warrants are outstanding at the date of the summary, and the OL niEL Stem ey: total amount of share warrants which have been issued and surrendered respectively since the last summary was made, and the number of shares or amount of stock comprised in each warrant. 33. There shall be charged on every share warranta stamp duty of an Stamps on share amount equal to three times the amount of the ad valorem stamp duty warrants. which would be chargeable on a deed transferring the share or shares or 1024 THE COMPANIES ACT, 1867. AppenvIx V. stock specified in the warrant, if the consideration for the transfer were the nominal value of such share or shares or stock (t). Penalties on 34. Whosoever forges or alters, or offers, utters, disposes of, or puts off, persons © knowing the same to be forged or altered, any share warrant or coupon, or ae any document purporting to be a share warrant or coupon, issued in pur- Tae hs suance of this act, or demands or endeavours to obtain or receive any share or interest of or in any company under the principal act, or to receive any warrants or coupons, or dividend or money payable in respect thereof, by virtue of any such forged attempting to oy altered share warrant, coupon, or document, purporting as aforesaid, debeanel Dy knowing the same to be forged or altered, with intent in any of the cases means of forged warrants, &c, aforesaid to defraud, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life or for any term not less than five years, or to be imprisoned for any term not exceeding two years, with or withuut hard labour, and with or without solitary confinement. Penalties on 35. Whosoever falsely and deceitfully personates any owner of any share persons falsely or interest of or in any company, or of any share warrant or coupon issued personating in pursuance of this act, and thereby obtains or endeavours to obtain any el shares such share or interest, or share warrant or coupon, or receives or endeavours warrants to receive any money due to any such owner, as if such offender were the true and lawful owner, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life or for any term not less than five years, or to be im- prisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement. Penalties on 36. Whosoever, without lawful authority or excuse, the proof whereof persons engrav- shall be on the party accused, engraves or makes upon any plate, wood, ing plates, &c. stone, or other material any share warrant or coupon purporting to be a share warrant or coupon issued or made by any particular company under and in pursuance of this act, or to be a blank share warrant or coupon issued or made as aforesaid, or to be a part of such a share warrant or coupon, or uses any such plate, wood, stone, or other material for the making or print- ing any such share warrant or coupon, or any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in his custody or possession any such plate, wood, stone, or other material, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for any term not exceeding fourteen years and not less than five years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement. Contracts (u). Contracts on 37. Contracts on behalf of any company under the principal act may be behalf of com- made as follows ; (that is to say,) panies, how to (1.) Any contract which if made between private persons would be by pe mene: law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company, and such contract may be in the same manner varied or discharged : (t) A penalty of 502. is imposed upon tion is not observed by 33 & 34 Vict. « the company, and its managing director, 97, § 127. secretary or principal officer, if this sec- (u) Ante, pp. 220—229. 30 & 81 vict. car. 181. 1025 (2.) Any contract which if made between private persons would be Avpunprx V. by law required to be in writing, and signed by the parties to” be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged : (3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the com- pany, and such contract may in the same way be varied or dis- charged : And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs, executors, or adminis- trators, as the case may be. 38. Every prospectus of a company, and every notice inviting persons Prospectus, &c. to subscribe for shares in any joint stock company, shall specify the dates to specify dates and the names of the parties to any contract entered into by the company, cea or the promoters, directors, or trustees thereof, before the issue of such contract made prospectus or notice, whether subject to adoption by the directors or the prior to issue of company, or otherwise ; and any prospectus or notice not specifying the such prospectus, same shall be deemed fraudulent on the part of the promoters, directors, ae oes and officers of the company knowingly issuing the same, as regards any (leemed fraudu- person taking shares in the company on the faith of such prospectus, unless lent on part of he shall have had notice of such contract (v). persons issuing as against persons taking : shares on faith Meetings. thereof. 39. Every company formed under the principal act after the commence- ear ie ts ment of this act shall hold a general meeting within four months after its pve 0S ty a” memorandum of association is registered ; and if such meeting is not held after registra the company shall be liable to a penalty not exceeding five pounds a day tion. for every day after the expiration of such four months until the mecting is held ; and every director or manager of the company, and every subscriber of the memorandum of association, who knowingly authorises or permits such default, shall be liable to the same penalty. Winding up. 40. No contributory of a company under the principal act (~) shall be ey capable of presenting a petition for winding up such company unless the Tae és members of the company are reduced in number to less than seven, OF present winding unless the shares in respect of which he is a contributory, or some of them, up petition. either were originally allotted to him or have been held (y) by him, and registered in his name, for a period of at least six months during the eighteen months previously to the commencement of the winding up, or have devolved upon him through the death of a former holder : Provided that where a share has during the whole or any part of the six months been held by or registered in the name of the wife of a contri- (v) See ante, pp. 91, 92. (y) See Wala Wynaad, &e., Co, 21 (x) See act of 1862, § 82. Ch. D. 849. L.c. 3 ou ‘ 1026 THE COMPANIES ACT, 1867. Appenpix V. butory either before or after her marriage, or by or in the name of any trustee or trustees for such wife or for the contributory, such share shall for the purposes of this section he deemed to have been held by and regis- tered in the name of the contributory. Winding up in 41. Where the High Court of Chancery in England makes an order England may —fop winding up a company under the principal act, it may, if it thinks fit, be referred #0 direct all subsequent lings to be had i ty court held under dointy Eoart, irect all subsequent proceedings to be had in a county court held under an act of the session of the ninth and tenth years of the reign of her present Majesty, chapter ninety-five, and the acts amending the same (z); and thereupon such county court shall, for the purpose of winding up the company, be deemed to be ‘‘the Court ” within the meaning of the prin- cipal act, and shall have, for the purposes of such winding up, all the jurisdiction and powers. of the High Court of Chancery (a). Transfer of 42, If during the progress of a winding up it is made to appear to the ee oe High Court of Chancery that the same could be more conveniently pro- to another. secuted in any other county court, it shall be competent for the High Court of Chancery to transfer the same to such other county court, and thereupon the winding up shall proceed in such other county court. Parties aggrieved 43. If any party in a winding up under this act is dissatisfied with the ae determination or direction of a judge of a county court on any matter in judge in winding such winding up, such party may appeal from the same to the Vice- up may appeal, Chancellor named for that purpose by the Lord Chancellor by general order: Provided that such party shall, within thirty days after such deter- mination or direction, give notice of such appeal to the other party or his attorney, and also deposit with the registrar of the county cout the sum of ten pounds as security for the costs of the appeal ; and the said Court of Appeal may make such final or other decree or order as it thinks fit, and may also make such order'with respect to the costs of the said appeal as such Court may think proper, and such orders shall be final (6). Powers to frame “44, The county court judges appointed or to be appointed by the Lord rules and orders Cyancellor from. time to time to frame rules and orders for regulating the under sect. 32 : ‘ : “ n of 19 & 20 Viet, practice of the courts, and forms and proceedings therein, under the thirty- v. 108. second section of an act passed in the nineteenth and twentieth years of the reign of her present. Majesty, chapter one hundred and eight, shall frame the rules and orders for regulating the practice of the county courts under this act, and forms of proceedings therein, and from time to time may amend such rules, orders, and forms; and such rules, orders, and forms, or amended rules, orders, and forms, certified under the hands of such judges or of any three or more of them, shall be submitted to the Lord Chancellor, who may allow or disallow or alter the same, and so from time to time; and the rules, orders, and forms, or amended rules, orders, and forms, so allowed or altered, shall from a day to be named by the Lord Chancellor be in force in every county court (¢). ae to 45, The county court judges mentioned in the last section shall be the judges. empowered to frame a scale of costs and charges to be paid to counsel and attorneys with respect to ull proceedings in a winding up under this act, (z) The act now in force is 51 & 52 c. 43, §§ 120-132. Vict. c. 43 ; the County Courts act, 1888, (c) Under this section an order has (a) See act of 1862, § 81. been made, adopting the orders and forms (2) The appeal is now tothe Divisional of the Chancery Division so far as the Court, see Judicature act, 1873, 36 & 37 same are applicable. See County Court Viet. c, 66, § 45 ; see also 51 & 52 Vict. Rules, 1886, Order XLII. THE JOINT STOCK COMPANIES ARRANGEMENT AcT, 1870. 1027 and from time to time to amend sich scale; and such scale or amended Apprnprx V. scale, certified under the hands of such judges or any three or more of them, shall be submitted to the Lord Chancellor, who from.time to time may allow or disallow or alter the same ; and the scale or amended scale so allowed or altered ‘shall, from a day to be named by the Lord Chancellor, be in foree in every county court. 46. The registrars and high bailiffs of the county courts shall be remu- Remuneration of nerated for the duties to be performed by them under this act, by receiving registrars and for their own use such fees as may be from time to time authorised to be bigh bailiffs for taken by any orders to be made by the commissioners of the Treasury, ote we : this act, by fees, with the consent of the Lord Chancellor; and the commissioners of the or by allowances. - Treasury are hereby authorised and empowered, with such consent as aforesaid, from time to time to make such orders: Provided, that it shall be lawful for the said commissioners, with the like consent as aforesaid, by an order to direct that after the date named in the order any registrar or high bailiff shall, in lieu of receiving such fees, be paid such fixed or fluctuating allowance as may in each case be thought just; and after such date the said fees shall be accounted for and paid over by such registrar or high bailiff in such manner as may he directed in the order. Saving. 47. Nothing in this act contained shall exempt any company from the Companies not second or third (d) provisions of the one hundred and ninety-sixth section aie au of the principal act restraining the alteration of any provision in any act provieions-of 25 of Parliament or charter. & 26 Vict. c. 89, . sect. 196, THE JOINT STOCK COMPANIES ARRANGEMENT ACT, 1870. 33 & 34 Vict. Cap. 104. An Act to facilitate compromises and arrangements between creditors and shareholders of joint stock and other companies in liquidation (e). [10th August, 1870.] WHEREAS it is expedient to amend the law relating to the liquidation of joint stock and other companies : Be it enacted by the Queen’s most excellent Majesty, by and with the advice and conseut vf the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : 1. This act may be cited as “The Joint Stock Companies Arrangement Short title. Act, 1870.” 2. Where any compromise or arrangement shall be proposed between a Where eles company which is, at the time of the passing of this act or afterwards, in fe sf Chaney the course of being wound up, either voluntarily or by or under the super- may order a vision of the Court, under the Companies acts, 1862 and 1867, or.cither meeting of of them, and the creditors of such company, or any class of such creditors, creditors, &c. to decide as to such compromise, (d) Queere, third and fourth, see Buck- (e) See ante, pp. 710, 711. P ley, ed. 5, p. 549. 3u 2 1028 Apprnpix V. Interpretation. Act and Com- panies act to be read together. [30 & 81 Vict. ce. 181.] Short title. Construction of act. [25 & 26 Vict. c. 89, and 30 and 31 Vict. c. 131.] Construction of ‘“ capital ”’ and powers to reduce capital con- tained in 30 & 31 Vict. «131. Application of provisions of 30 & 381 Vict. ce. 131, THE COMPANIES ACT, 1877. it shall be lawful for the Court, in addition to any other of its powers, on the application in a summary way of any creditor or the liquidator, to order that a’meeting of such creditors or class of creditors shall be sum- moned in such manner as the Court shall direct, and if a majority in number representing three-fourths in value of such creditors or class of creditors present either in person or by proxy at such meeting shall agree to any arrangement or compromise, such arrangement or compromise shall, if sanctioned by an order of the Court, be binding on all such creditors or class of creditors, as the case may be, and also on the liquidator and con- tributories of the said company. 3. The word “ company ” in this act shall mean any company liable to be wound up under “The Companies act, 1862.” 4, This act shall be read and construed as part of “The Companies act, 1862.” “THE COMPANIES ACT, 1877.” 40 & 41 Vict. Cap, 26. An Act to amend the Companies acts of 1862 and 1867. [23rd July, 1877. WHEREAS doubts have been entertained whether the power given by the Companies act, 1867, to a company of reducing its capital extends to paid-up capital, and it is expedient to remove such doubts: Be it enacted, &c. : 1. This act may be cited for all purposes as the Companies act, 1877. 2, This act shall, so far as is consistent with the tenor thereof, be con- strued as one with the Companies acts, 1862 and 1867, and the said acts and this act may be referred to as “‘ The Companies acts, 1862, 1867, and 1877.” 3. The word “capital” as used in the Companies act, 1867, shall include paid-wp capital: and the power to reduce capital conferred by that act shall include a power to cancel any lost capital, or any capital unrepresented by available assets, or to pay off any capital which may be in excess of the wants of the company; and paid-up capital may be reduced either with or without extinguishing or reducing the liability (if any) remaining on the shares of the company, and to the extent to which such liability is not extinguished or reduced it shall be deemed to be preserved, notwithstanding anything contained in the Companies act, 1867 (f). 4. The provisions of the Companies act, 1867, as amended by this act, shall apply to any company reducing its capital in pursuance of this act and of the Companies act, 1867, as amended by this act : Provided, that where the reduction of the capital of a company does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital,— (1.) The creditors of the company shall not, unless the court other- (Ff) See ante, pp. 402 et seg., and 42 Vict. c. 19, 40 & 41 vier. car. 26. 1029, wise direct, be entitled to object or required to consent to the Aprenpix Y.. reduction ; and ; = (2.) Itshall not be necessary before the presentation of the petition for confirming the reduction to add, and the Court may, if it thinks it expedient so to do, dispense altogether with the addi- tion of the words “ and reduced,” as moatianed.4 in the Companies [36 & 31 Vict. Act, 1867. 131] In any case that the Court thinks fit so to do, it may require the com- pany to publish in such manner as it thinks fit the reasons for the reduc- tion of its capital or such other information in regard to the reduction of its capital as the Court may think expedient with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the Court thinks fit, the causes which led to such reduction. The minute required to be registered in the case of reduction of capital shall show, in addition to the other particulars required by law, the amount (if any) at the date of the registration of the minute proposed to be deemed to have been paid up on each share (9). 5. Any company limited by shares may so far modify the conditions Power to reduce contained in its memorandum of association if authorised so to do by its capital by the regulations as originally framed or as altered by special resolution, as to ebay reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been taken or agreed to be taken by any person: and the provisions of ‘‘The Companies act, 1867,” shall not apply to any reduction of capital made in pursuance of this section. 6. And whereas it is expedient to make provision for the reception as Reception of legal evidence of certificates of incorporation other than the original certifi- certified copies cates, and of certified copies of or extracts from any documenis filed and °f ee registered under the Companies acts, 1862 to 1877: Be it enacted, that ee ou any certificate of the incorporation of any company given by the registrar [25 & 26 Vict. or by any assistant registrar for the time being shall be received in ¢. 89, 30 & 31 evidence as if it were the: original certificate ; and any copy or extract from Vict. "131, and any of the documents or part of the documents kept and registered at any 40 & 41 Viet. of the offices for the registration of joint-stock companies in England, 20) Scotland, or Ireland, if duly certified to be a true copy under the hand of the registrar or one of the assistant registrars for the time being, and whom it shall not be necessary to prove to be the registrar or assistant registrar, shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as of equal validity with the original document. (g) For the form of the minute, see op. 54, and Britannia Mills Co., 7b. p. West Cumberland, dc., Co., W.N. 1888, 103. 1080 THE COMPANIES ACT, 1879. Apprnpix V. THE COMPANIES ACT, 1879. 42 & 43 Vicr. Car. 76. An act to amend the law with respect to the liability of members of banking and other joint stock companies : and for other purposes. [15th August, 1879.] Be it enacted by the Queen’s most excellent Majesty, by and with the: advice and consent of the Lords spiritual and temporal, and Commons in this present Parliament assembled, and by the authority of the same, as Short title sollws ¢ : 5 ; 1. This act may be cited as the Companies act, 1879. ae apPly 9. ‘This act shall not apply to the Bank of England. England. 3. This act shall, so far as is consistent with the tenor thereof, be con- Act to be con. strued as one with the Companies acts, 1862, 1867, and 1877, and those strued with 25 & acts together with this act may be referred to as the Companies acts, 1862 26 Vict. c. 89, to 1879. 30 & 31 Vict. 4. Subject as in this act mentioned, any company registered before or ae vem after the passing of this act as an unlimited company may register under c. 26. the Companies acts, 1862 to 1879, as a limited company, or any company Registration already registered as a limited company may re-register under the anew of company. provisions of this act. 25 & 26 Vict. The registration of an unlimited company as a limited company in pursu- c. 89. ance of this act shall not affect or prejudice any debts, liabilities, obliga- 30 a a Vict. tions, or contracts incurred or entered into by, to, with, or on behalf of ia & 41 Vict, uch company prior to registration, and such debts, liabilities, contracts, c. 26. and obligations may be enforced in manner provided by Part VII. of the 42 & 43 Vict. Companies act, 1862, in the case of a company registering in pursuance c. 76. of that part. (25 & 26 Vict. 5. An unlimited company may, by the resolution passed by the c. 88. : members when asseuting to registration as a limited company under the ae Sie Companies acts, 1862 to 1879, and for the purpose of such registration. provi a a. Ys or otherwise, increase the nominal amount of its capital by increasing the 25 & 26 Vict, nominal amount of each of its shares. c. 89. Provided always, that no part of such increased capital shall be capable 30& 31 Vict. of being called up, except in the event of and for the purposes of the ce. 131. company being wound up. aes Viet. And, in cases where no such increase of nominal capital may be 42 & 43 Vict, Vesolved upon, an unlimited company may, by such resolution as aforesaid, ce. 76, provide that a portion of its uncalled eapital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up. A limited company may by a special resolution declare that any portion of its capital which has not been already called up shall not be capable of being called up, except in the event of and for the purpose of the company being wound up; and thereupon such portion of capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up (h). . (h) See ante, p, 413. 42 & 48 vicr. cap. 76. 10381 6. Section one hundred and eighty-two of the Companies act, 1862, is Appunprx V. hereby repealed, and in place thereof it is enacted as follows :—A bank of 25 & 26 Vict. issue registered as a limited company, either before or after the passing of ¢, gg, s, 189, this act, shall not be entitled to limited liability in respect of its notes ; repealed, and and the members thereof shall continue liable in respect of its notes in the liability of same manner as if it had been registered as an unlimited company; but bene en in case the general assets of the company are, in the event of the company yospect of notes. being wound up, insufficient to satisfy the claims of both the note-holders and the general creditors, then the members, after satisfying the remaining demands of the note-holders, shall be liable to contribute towards payment of the debts of the general creditors a sum equal to the amount received by the note-holders out of the general assets of the company. For the purposes of this section the expression “ the general assets of the company” means the funds available for payment of the general creditor as well as the note-holder. It shall be lawful for any bank of issue registered as a limited company to make a statement on its notes to the effect that the limited liability does not extend to its notes, and that the members of the company continue liable in respect of its notes in the same manner as if it had been registered as an unlimited company. 7. (1.) Once at the least in every year the accounts of every banking Auditof accounts company registered after the passing of this act as a limited company shall °f banking be examined by an auditor or auditors, who shall be elected annually by Cee ae the company in general meeting. (2.) A director or officer of the company shall not be capable of being elected auditor of such company. (3.) An auditor on quitting office shall be re-eligible. (4.) If any casual vacancy occurs in the office of any auditor the surviv- ing auditor or auditors (if any) may act, but if there is no surviving auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the vacancy or vacancies in the auditorship. (5.) Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company ; and any auditor may, in relation to such books and accounts, examine the directors or any other officer of the company: Provided that if a banking company has branch banks beyond the limits of Europe, it shall be sufficient if the auditor is allowed access to such copies of and extracts from the books and accounts of any such branch as may have been transmitted to the head office of the banking company in the United Kingdom. (6.) The auditor or auditors shall make a report to the members on the accounts examined by him or them, and on every balance sheet laid before the company in general meeting during his or their tenure of office ; and in every such report shall state whether, in his or their opinion, the balance sheet referred to in the report is a full and fair balance sheet properly drawn up, so as to exhibit a true and correct view of the state of the com- pany’s affairs, as shown by the books of the company ; and such report shall be read before the company in general meeting. (7.) The remuneration of the auditor or auditors shall be fixed by the general meeting appointing such auditor or auditors, and shall be paid by the company. . i 8. Every balance sheet submitted to the annual or other meeting of the Signature of members of every banking company registered after the passing of this balance sheet. act as a limited company shall be signed by the auditor or auditors, and 1082 AppEnDIx VY. Application of 25 & 26 Vict. c. 89, 30 & 31 Vict. ce. 131, and 40 & 41 Vict. c. 26, 25 & 26 Vict. c. 89, 30 & 31 Vict. c. 131, 40 & 41 Vict. c. 26, and 42 & 43 Vict. c. 76, Privileges of Act available notwithstanding constitution of company. Short title. Construction of acts. 25 & 26 Vict. c. 89. 30 & 81 Vict. ce. 131. 40 & 41 Vict. c. 26. 42 & 43 Vict. ce. 76. Accumulated profits may be returned to shareholders in reduction of paid-up capital, THE COMPANIES ACT, 1880. by the secretary or manager (if any), and by the directors of the company, or three of such directors at the least. 9. On the registration, in pursuance of this act, of a company which has been already registered, the registrar shall make provision for closing the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company ; but, save as aforesaid, the registration of such a company shall take place in the same manner and have the same effect as if it were the first registration of that company under the Companies acts, 1862 to 1879, and as if the provisions of the acts under which the company was previously registered and regulated_had been contained in different acts of Parliament from those under which the company is registered as a limited company. 10. A company authorised to register under this act may register there- under and avail itself of the privileges conferred by this act, notwith- standing any provisions contained in any act of Parliament, royal charter, deed of settlement, contract of copartnery, cost book, regulations, letters patent, or other instrument constituting or regulating the company. THE COMPANIES ACT, 1880. 43 Vict. Cap. 19. An act to amend the Companies acts of 1862, 1867, 1877 and 1879. (24th March, 1880.] BE it enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : 1. This act may be cited for all purposes as the Companies act, 1880. 2. This act shall, so far as is consistent with the tenor thereof, be con- strued as one with the Companies acts, 1862, 1867, 1877, and 1879, and the said acts and this act may be referred to as the Companies acts, 1862 to 1880: 3. When any company has accumulated a sum of undivided profits, which with the consent of the shareholders may be distributed among the shareholders in the form of a dividend or bonus, it shall be lawful for the company, by special resolution, to return the same, or any part thereof, to the shareholders in reduction of the paid-up capital of the company, the unpaid capital being thereby increased by a similar amount. The powers vested in the directors of making calls upon the shareholders in respect of moneys unpaid upon their shares shall extend to the amount of the unpaid capital as augmented by such reduction (f). (t) See ante, p. 404. It is not neces- Vict. v. 181, §§ 9 and 21, and 40 & 41 sary for the articles to provide for a Vict. c. 26, § 3. reduction of capital. Compare 30 & 31 43 vicr. car. 19. 1033 4. No such special resolution as aforesaid shall take effect until a ApprNpix V. memorandum, showing the particulars required by law in the case of & N) sesolution ee reduction of capital by order of the Court, shall have been produced to take effect till and registered by the Registrar of Joint Stock Companies. particulars have 5. Upon any reduction of paid-up capital made in pursuance of this been registered. act, it shall be lawful for any shareholder, or for any one or more of Power to any several joint shareholders, within one month after the passing of the shareholder special resolution for such reduction, to require the company to retain, Ber ace and the company shall retain accordingly, the whole of the MONEYS Hassing of reso- actually paid upon the shares held by such person, either alone or jointly Jution to require with any other person or persons, and which, in consequence of such company to reduction, would otherwise be returned to him or them, and thereupon veer moneys the shares in respect of which the said moneys shall be so retained shall, a ewan held by in regard to the payment of dividends thereon, be deemed to be paid up guch perscn. to the same extent only as the shares on which payment as aforesaid has been accepted by the shareholders in reduction of their paid-up capital, and the company shall invest and keep invested the moneys so retained in such securities authorised for investment by trustees as the company shall determine, and upon the money so invested, or upon so much thereof as from time to time exceeds the amount of calls subsequently made upon the shares in respect of which such moneys shall have been retained, the company shall pay such interest as shall be received by them from time to time on such securities, and the amount so retained and invested shall be held to represent the future calls which may be made to replace the capital so reduced on those shares, whether the amount obtained on sale of the whole or such proportion thereof as represents the amount of any call when made, produces more or less than the amount of such call. 6. From and after such reduction of capital the company shall specify Company to in the annual lists of members, to be made by them in pursuance of the specify amounts twenty-sixth section of the Companies act, 1862, the amounts which any sea ale 2 2 elders have of the shareholders of the company shall have required the company to yequired them retain, and the company shall have retained accordingly, in pursuance of to retain under the fifth section of this act, and the company shall also specify in the 8. 5; also to statements of account laid before any general meeting of the company the ne amount of the undivided profits of the company which shall have been salsnal to returned to the shareholders in reduction of the paid-up capital of the shareholders. company under this act. 25 & 26 Vict. 7.--(1.) Where the Registrar of Joint Stock Companies has reasonable ° ist cause to believe that a company, whether registered before or after the Power of regis- : . . 5 : . : trar to strike passing of this act, is not carrying on business or in operation, he shall oo es of defunct send to the company by post a letter inquiring whether the company is companies off carrying on business or in operation. register. (2.) If the registrar does not within one month of sending the letter receive any answer thereto, he shall within fourteen days after the expira- tion of the month send to the company by post a registered letter referring to the first letter, and stating that no answer thereto has been received by the registrar, and that if an answer is not received to the second letter within one month from the date thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register. (3.) If the registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or does not with- in one month after sending the second letter receive any answer thereto, 1034 APPENDIX V. THE COMPANIES Act, 1880. the registrar may publish in the Gazette and send to the company a notice’ that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. (4.) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by such company, strike the name of such company off the register, and shall publish notice thereof in the Gazette and on the publication in the Gazette of such last- mentioned notice the company whose ‘name is so struck off shall be dis- solved: Provided that the liability (if any) of every director, managing officer, and member of the company shall continue and may be enforced as if the company had not been dissolved. (5.) If any company or member thereof feels aggrieved by the name of such company having been struck off the register in pursuance of this section, the company or member may apply to the superior court in which the company is liable to be wound up; and such court, if satisfied that the company was at the time of the striking off carrying on business or in operation (k) and that it is just so to do, may order the name of the com- pany to be restored to the register, and thereupon the company shall be deemed to have continued in existence as if the name thereof had never been struck off; and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had never been struck off. (6.) A letter or notice authorised or required for the purposes of this section to be sent to a company may be sent by post addressed to the company at its registered office, or, if no office has been registered, addressed to the care of some director or officer of the company, or if there be no director or officer of the company whose name and address are known to the registrar, the letter or notice (in identical form) may be sent to each of the persons who subscribed the memorandum of associa- tion, addressed to him at the address mentioned in that memorandum. (7.) In the execution of his duties under this section the registrar shall conform to any regulations which may be from time to time made by the Board of Trade. -(8.) In this section the Gazette means, as respects companies whose registered office is in England, the ‘‘ London Gazette ;” as respects com- panies whose registered office is in Scotland, the “ Edinburgh Gazette ;” and as respects companies whose registered office is in Ireland, the “ Dublin Gazette.” (k) A company which is carrying on words, Outlay Ass. Soc., 34 Ch. D. business merely for the purpose of a 479. voluntary winding up is within these THE COMPANIES Act, 1883. 1085 Appunpix V. THE COMPANIES ACT, 1883. 46 & 47 Vict. Cav, 28 (l). An act to amend the Companies acts, 1862 and 1867, [20th August, 1883.] Be it enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : 1. This act may be cited for all purposes as the Companies act, 1883. Short title. 2. This act shall, so far as is consistent with the terms thereof, be Construction construed as one with the Companies acts, 1862 and 1867. of act. 3. This act shall come into force on the first day of September, one Commencement thousand eight hundred and eighty-three. of act. 4. In the distribution of the assets of any company being wound up Wages and under the Companies acts, 1862 and 1867, there shall be paid in priority salary to be to other debts, — - preferential (a.) All wages or salary of any clerk or servant in respect of service ae rendered to the company during four months before the com- mencement of the winding up not exceeding fifty pounds ; and (b.) All wages of any labourer or workman in respect of services rendered to the company during two months before the com- mencement of the winding up. 5. The foregoing debts shall rank equally among themselves, and, shall Such claims to be paid in full, unless the assets of the company are insufficient to meet tank equally. them, in which case they shall abate in equal proportions between them- selves. 6. Subject to the retention of such sums as may be necessary for the Liquidator to costs of administration or otherwise, the liquidator or liquidators or official discharge same liquidator shall discharge the foregoing debts forthwith, so far as the assets upon receipt of of the company are and will be sufficient to meet them, as and when such BURERIC ON AERES: assets come into the hands of such liquidator or liquidators or official liquidator. 7 THE COMPANIES (COLONIAL REGISTERS) ACT, 1883. 46 & 47 Vict. Cap. 30. An act to authorise companies registered under the Companies act, 1862, to keep local registers of their members in British Colonies, [20th August, 1883.] WHEREAS many companies registered under the Companies act, 1862, carry on business in British colonies, and dealings in their shares are frequent in such colonies, but delay, inconvenience, and expense are (1) This act is repealed except as to Bankruptcy act, 1888, 51 & 52 Vict. c, Ireland by the Preferential Payments in 26, see ante, p. 717. . 1036 AppEnDIx Y. Short title and construction. Definitions. Power for com- panies to keep colonial registers. 25 & 26 Vict. 89), THE COMPANIES (COLONIAL REGISTERS) Act, 1883. oceasioned by reason of the absence of any legal provision for keeping local registers of members, and it is expedient that such provisions as this act contains be made in that behalf: Be it therefore enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows: , 1. This act may be cited for all purposes as the Companies (Colonial Registers) act, 1883 ; and this act shall, so far as is consistent with the tenor thereof, be construed as one with the Companies acts, 1862 to 1880, and the said acts and this act may be referred to as the Companies acts, 1862 to 1883. 2. In this act the term “company” means a company registered under the Companies act, 1862, and having a capital divided into shares; the term “shares” includes stock ; the term “ colony ” does not include any place within the United Kingdom, the Isle of Man, or the Channel Islands, but includes such territories as may for the time being be vested in her Majesty by virtue of an act of Parliament for the government of India, and any plantation, territory, or settlement situate elsewhere within her Majesty’s dominions. 3. (1.) Any company whose objects comprise the transaction of busi- ness in a colony may, if authorised so to do by its regulations, as originally framed or as altered by special resolution, cause to be kept in any colony in which it transacts business a branch register or registers of members resident in such colony. (2.) The company shall give to the registrar of joint stock companies notice of the situation of the office where any such branch register (in this act called a colonial register) is kept, and of any change therein, and of the discontinuance of any such office in the event of the same being discontinued. (3.) A colonial register shall, as regards the particulars entered therein, be deemed to be a part of the company’s register of members, and -shall be primd fucie evidence of all particulars entered therein. Any such register shall be kept in the manner provided by the Companies acts, 1862 to 1880, with this qualification, that the advertisement mentioned in section thirty-three of the Companies act, 1862, shall be inserted in some newspaper circulating in the district wherein the register to be closed is kept, and that any competent court in the colony where such register is kept shall be entitled to exercise the same jurisdiction of rectifying the same as is hy section thirty-five of the Companies act, 1862, vested, as respects a register, in England and Ireland in her Majesty’s superior courts of law or equity, and that all offences under section thirty-two of the Com- panies act, 1862, may, as regards a volonial register, be prosecuted summarily before any tribunal in the colony where such register is kept having summary criminal jurisdiction. (4.) The company shall transmit to its registered office a copy of every entry in its colonial register or registers as soon as may be after such entry is made, and the company shall cause to be kept at its registered office, duly entered up from time to time, a duplicate or duplicates of its colonial register or registers, The provisions of section thirty-two of the Companies act, 1862, shall apply to every such duplicate, and every such duplicate shall, for all the purposes of the Companies acts, 1862 to 1880, be deemed to be part of the register of members of the company. 49 vicr. cap. 23. 1037 (5.) Subject to the provisions of this act with respect to the duplicate Arrenprx V. register, the shares registered in a colonial register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a colonial register shall, during the continuance of the registration of such shares in such colonial register, be registered in any other register. (6.) The company may discontinue to keep any colonial register, and thereupon all entries in that register shall be transferred to some other colonial register kept by the company in the same colony, or to the register of members kept at the registered office of the company. (7.) In relation to stamp duties the following provisions shall have effect :— (a.) An instrument of transfer of a share registered in a colonial register under this act shall be deemed to be a transfer of property situated out of the United Kingdom, and unless executed in any part of the United Kingdom shall be exempt from British stamp duty. (b.) Upon the death of a member registered in a colonial register under this act, the share or other interest of the deceased member shall for the purposes of this act so far as relates to British duties be deemed to be part of his estate and effects situated in the United Kingdom for or in respect of which probate or letters of administration is or are to be granted, or whereof an inventory is to be exhibited and recorded in like manner as if he were registered in the register of members kept at the registered office of the company. (8.) Subject to the provisions of this act, any company may, by its regulations as originally framed, or as altered by special resolution, make such provisions as it may think fit respecting the keeping of colonial registers. THE COMPANIES ACT, 1886. 49 Vict. Cap. 23. An Act to amend the Companies Acts of 1862, 1867, 1870, 1877, 1879, 1880, and 1883. [4th June, 1886.] WHEREAS it has become expedient to amend the provisions of the Companies act, 1862, and of the other acts amending the same here- 25 & 26 Vict. inafter recited, in so far as the said provisions relate to the liquidation. of * 89. companies in Scotland : Be it therefore enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows : 1. This act may be cited for all purposes as the Companies act, 1886. Short title. 2. This act shall, so far as consistent with the tenor thereof, be con- Construction strued as one with the Companies acts, 1862, 1867, 1877, 1879, 1880, of acts. and 1883, and the Joint stock companies arrangement act, 1870, and Ae 26 Vict. c, 89. 1038 THE COMPANIES ACT, 1886. Appenprx V. the said acts and this act may be referred to as the Companies acts, 1862 80 & 31 Vict, 0 1886. ce. 131. 3. In the winding up, by or subject to the supervision of the Court, 40 & 41 Vict. of any company under the Companies acts, 1862 to 1886, whose regis- re Sb 4 tered office is in Scotland, where the winding up shall commence after °. 76. ° Nich the passing of this act, the following provisions shall have effect : 43 Vict. c. 19. (1.) Such winding up shall, in the case of a winding up by the 45 & 47 Vict. ' Court as at the commencement thereof, and in the case of a ei a winding up subject to the supervision of the Court as at. the ¢. 104. Aet date of the presentation of the petition, on which a supervision ER order is afterwards pronounced, be equivalent to an arrestment ect of ‘ ; , diligence within in execution and decree of forthcoming, and to an executed or 60 days of completed poinding; and no arrestment or poinding of the winding up by funds or effects of the company, executed on or after the or subject to sixtieth day prior to the commencement of the winding up by supervision of eae. the Court, or to the presentation of the petition on which a supervision order is made, as the case may be, shall be effectual ; and such funds or effects, or the proceeds of such effects, if sold, shall be made forthcoming to the liquidator : Provided that any arrester or poinder, before the date of such winding up, or of such petition, as the case may Le, who shall be thus deprived of the benefit of his diligence, shall have preference out of such funds or effects for the expense bond fide incurred by him in such diligence. (2.) Such winding up shall, as at the respective dates aforesaid, be equivalent to a decree of adjudication of the heritable estates of the company for payment of the whole debts of the com- pany, principal and interest, accumulated at the said dates respectively, subject always to such preferable heritable rights and securities as existed at the said dates and are valid and unchallengeable, and the right to poind the ground hereinafter provided. (3.) The provisions of sections one hundred and twelve to one a hundred and seventeen inclusive, and also of section one ae 20 Vict. hundred and twenty, of the Bankruptcy (Scotland) act, 1856, iy shall, so far as consistent with the tenor of the recited acts, apply to the realization of heritable estates affected by such heritable rights and securities as aforesaid ; and for the pw- poses of this act the words “sequestration” and “ trustee” occurring in said sections of the Bankruptcy (Scotland) act, 1856, shall mean respectively “ liquidation ” and “ liquidator ” ; and the expression “the lord ordinary or the Court” shall mean “the Court” as defined by this act. (4.) No poinding of the ground which has not been carried into execution by sale of the effects sixty days before the respective dates aforesaid shall, except to the extent hereinafter provided, be available in any question with the liquidator: Provided that no creditor who holds a security over the heritable estate preferable to the right of the liquidator shall be prevented from executing a poinding of the ground after the respective dates aforesaid, but such poinding shall in competition with the liquidator be available only for the interest on the debt for the current half yearly term, and for the arrears of interest for one year imme- diately before the commencement of such term. 49 vict. cap. 23. 1089 4, In the winding up of any company under the Companies acts, APPENDIX V. 1862 to 1886, whose registered office is in Scotland, and where the winding up shall commence after the passing of this act, the general and special rules in regard to voting and ranking for payment of dividends, provided by the Bankruptcy (Scotland) act, 1856, sections forty-nine to sixty-six inclusive, or any other rules in regard thereto which may be in force for the time being in the sequestration of the estates of bankrupts in Scotland, shall, so far as consistent with the tenor of the said recited acts, apply to creditors of such companies voting in matters relating to the winding up, and ranking for payment of dividends ; and for this purpose sequestration shall be taken to mean liquidation, trustee to mean liquidator; and sheriff to mean the Court. 5. Wherever the expression “the court of session” occurs in the said Jurisdiction of recited acts, or the expression ‘the Court” occurring therein or in this the Lord oe act refers to the Court of Session in Scotland, it shall mean and include hae a. re either division thereof, or, in the event of a remit to a permanent lord ordinary, as hereinafter provided, such lord ordinary, during session, and in time of vacation the lord ordinary on the bills; and in regard to orders or judgments pronounced by the said lord ordinary on the bills in vacation, the following provisions shall have effect :— (1.) No order or judgment pronounced by the said lord ordinary in vacation, under or by virtue, in whole or in part, of the fol- lowing sections of the said recited acts, shall be subject to review, reduction, suspension, or stay of execution, videlicet, of the Companies act, 1862, sections ninety-one, one hundred and 25 & 26 Vict. seven, one hundred and fifteen, one hundred and seventeen, and % 8% one hundred and twenty-seven, and section one hundred and forty-nine so far as it authorises the Court to direct meetings of creditors or contributories to be held, and that portion of séction two of the Joint stock companies arrangement act, 1870, 33 & 34 Vict. which authorises the Court to order that a meeting of creditors “ EOee or class of creditors shall be summoned ; and also sections one hundred and twenty-two and one hundred and twenty-three of the Companies act, 1862, so far as they may affect the sections above enumerated. (2.) All other orders or judgments pronounced by the said lord ordinary in vacation (except as after mentioned) shall be subject to review only by reclaiming note, in common form, presented (notwithstanding the terms of section one hundred and twenty- four of the Companies act, 1862,) within fourteen days from the date of such order or judgment: Provided always, that such orders or judgments pronounced by the said lord ordinary in vacation, under or by virtue, in whole or in part, of the following sections of the Companies act, 1862, shall, from the dates of such orders or judgments, and notwithstanding any reclaiming note against the same, be carried out and receive effect till such reclaiming note be disposed of by the Court, videlicet, sections eighty-five, eighty-seven, eighty-nine, ninety- three (except in regard to the removal or remuneration of liquidators), ninety-five, ninety-six (except in regard to the power to sell), one hundred, one hundred and eighteen, first part of one hundred and forty-one, one hundred and forty-seven, one hundred and fifty (except in regard to the removal of liquidators and the filling up of vacancies caused by such Ranking of claims, 1040 Apprnpix Y. Winding up may be remitted to lord ordi- nary. THE COMPANIES ACT, 1886. removal), one hundred and ninety-seven, one hundred and ninety-eight, and two hundred and one ; and also sections one hundred and twenty-two and one hundred and twenty-three of the Companies act, 1862, so far as they may affect the sections above enumerated. Provided that nothing in this section contained shall in any way affect the provisions of section one hundred and twenty-one of the Companies act, 1862, in reference to decrees for payment of calls in the winding up companies, whether voluntarily or by or subject to the supervision of the Court. 6. When the Court makes a winding up or a supervision order or at any time thereafter, it shall be lawful for the Court, in either division thereof, if it thinks fit, to direct all subsequent proceedings in the winding up to be taken before one of the permanent lords ordinary, and to remit the winding up to him accordingly ; and thereupon such lord ordinary shall, for the purposes of the winding up, be deemed to be “ the Court,” within the meaning of the recited acts and this act, and shall have, for the purposes of such winding up, all the jurisdiction and powers of the Court of Session: Provided always, that all orders or judgments pro- nounced by such lord ordinary shall be subject to review only by reclaim- ing note in common form, presented (notwithstanding the terms of section one hundred and twenty-four of the Companies act, 1862,) within fourteen days from the date of such order or judgment. But, should arreclaiming note not be presented and moved during session, the provisions of section five of this act shall apply to such orders or judgments: Provided also, that the said lord ordinary may report to the division of the Court any matter which may arise in the course of the winding up. This section and the immediately preceding section shall come into force from the passing of this act, and shall include companies then in the course of being wound up. RULES oF 1862. No. VI. ORDERS AND RULES (a). GENERAL ORDER AND RULES OF THE HIGH COURT OF CHANCERY TO REGULATE THE MODE OF PROCEEDING UNDER THE COMPANIES ACT, 1862, ISSUED BY THE LORD HIGH CHANCELLOR, TUESDAY, llmx DAY OF NOVEMBER, 1862. The right honourable Richard, Baron Westbury, Lord High Chancellor of Great Britain, with the advice and consent of the right honourable Sir John Romilly, Master of the Rolls, the honourable the Vice-Chancellor, Sir Richard Torin Kindersley, the honourable the Vice-Chancellor, Sir John Stuart, and the honourable the Vice-Chancellor, Sir William Page Wood, doth hereby, in pursuance and execution of the powers given by the statute 25th and 26th Victoria, chapter 89 (5), and of all other powers and authorities enabling him in that behalf, order and direct in manner following :— Petition to wind up company (c). 1. Every petition for the winding up of any company by the Court, or subject to the supervision of the Court, shall be intituled in the matter of «The Companies act, 1862,” and of the company to which such petition shall relate, describing the company by its most usual style or firm (d). 2. Every such petition shall be advertised seven clear days before the hearing as follows :— (1.) In the case of a company whose registered office, or if there shall be no such office, then whose principal, or last known principal place of business is or was situate within ten miles from Lincoln’s Inn Hall, once in the “ London Gazette,” and once at least in two London daily morning newspapers. (2.) In the case of any other company, once in the “London Gazette,” and once at least in two local newspapers circulating in the district where such registered office or principal or last known principal place of business, as the case may be, of such company is or was situate. The advertisement shall state the day on which the petition was pre- sented, and the name and address of the petitioner, and of his solicitor and London agent (if any) (e). (a) These rules apply to the winding (6) See § 170, now repealed. up of companies in county courts, the tegistrar being substituted for the chief clerk, Any bank may, however, be sub- stituted for the Bank of England by the order of the county court judge. See County Court Rules of 1886, Ord, XLII. L.C. (c) See the act, §§ 82 and 148, and ante, pp. 654 et seq. (d) See order of 1868, rule 1. (ce) See ante, p. 655, and the form of advertisement, infra, in Schedule 3, No. 1. *3 x 1041 Apprnpix VI. 1042 Apprnpix VI. RULES oF 1862. 3. Every such petition shall, unless presented by the company, be served at the registered office, if any, of the company, and if no registered office, then at the principal or last known principal place of business of the company, if any such can be found, upon any member, officer, or servant of the company there, or in case no such member, officer, or servant can be found there, then by being left at such registered office or principal place of business, or by being served on such member or mem- bers of the company as the Court may direct ; and every petition for the winding up of a company subject to the supervision of the Court, shall also be served upon the liquidator (if any) appointed for the purpose of winding up the affairs of the company (/). 4, Every petition for the winding up of any company by the Court, or subject to the supervision of the Court, shall be verified by an affidavit referring thereto, in the form or to the effect set forth in Form No. 2, in the third Schedule hereto ; such affidavit shall be made by the petitioner, or by one of the petitioners, if more than one, or in case the petition is presented by the company, by some director, secretary, or other principal officer thereof, and shall be sworn after and filed within four days after the petition is presented, and such affidavit shall be sufficient primd facie evidence of the statements in the petition (g). 5. Every contributory or creditor of the company shall be entitled to be furnished by the solicitor to the petitioner with a copy of the petition, within twenty-four hours after requiring the same, on paying at the rate of fourpence per folio of seventy-two words for such copy. Order to wind up company (h). 6. Every order for the winding up of a company by the Court, or subject to its supervision (2), shall, within twelve days after the date thereof, be advertised by the petitioner once in the “London Gazette,” and shall be served upon such persons (if any) and in such manner as the Court may direct (j). 7. A copy of every order for winding up a company, certified to be a true copy thereof as passed and entered, shall be left by the petitioner at the chambers of the judge within ten days after the same shall have been passed and entered, and in default thereof any other person interested in the winding up may leave the same, and the judge may, if he thinks fit, give the carriage and prosecution of the order to such person. Upon such copy being left, a summons shall be taken out to proceed with the winding up of the company, and be served upon all parties who may have appeared upon the hearing of the petition. Upon the retwm of such summons, a time shall, if the judge thinks fit, be fixed for the appointment of an official liquidator, and for the proof of debts, and for ‘the list of con- tributories to be brought in, and directions may be given as to the advertisements to be issued for all or any of such purposes, and generally as to the proceedings and the parties to attend thereon. The proceedings under the order shall be continued by adjournment, and, when necessary, by further summons, and any such direction as aforesaid may be given, (f) Ante, p. 656. (i) See the form of order, infra, (g) Ante, p. 657. Schedule 3, Nos. 3 and 4. ° (h) See the act, §§ 82, 85, 86, 147, (j) See the form of advertisement in and ante, pp. 684 et seq. ab, No. 5. RULES OF 1862. 1048 added to, or varied, at any subsequent time, as may be found neces- Aprrrypix VI. sary (Kk). Official liquidator (1). 8. The judge may appoint a person to the office of official liquidator without previous advertisement, or notice to any party, or fix a time and place for the appointment of an official liquidator, and may appoint or reject any person nominated at such time and place, and appoint any person not so nominated. 9. When a time and place are fixed for the appointment of an official liquidator, such time and place shall be advertised in such manner as the judge shall direct, so that the first or only advertisement shall be pub- lished within fourteen days and not less than seven days before the day so fixed (m). 10. Every official liquidator shall give security by entering into a re- cognisance with two or more sufficient sureties in such sum as the judge may approve ; and the judge may, if he shall think fit, accept the security of any guarantee society established by charter or act of Parliament in England, in lieu of the security of such sureties as aforesaid, or of any of them (n). 11. The official liquidator shall be appointed by order (0), and unless he shall have given security, a time shall be fixed by such order within which he is to do so; and the order shall fix the times or periods at which the official liquidator is to leave his accounts of his receipts and payments at the judge’s chambers (p), and shall direct that all moneys to be received shall be paid into the Bank of England, immediately after the receipt thereof, to the account of the official liquidator of the company, and an account shall be opened there accordingly ; and an office copy of the order shall be lodged at the Bank of England (q). 12. When an official liquidator has given security pursuant to the directions in the order appointing him, the same shall be certified by the chief clerk, as in the case of a receiver appointed in a cause subject to giving security. 13. The official liquidator shall, on each occasion of passing his ac- count (r), and also whensoever the judge may so require, satisfy the judge that his sureties are living, and resident in Great Britain, and have not been adjudged bankrupt or become insolvent, and in default thereof he may be required to enter into fresh security within such time as shall be directed. 14. Every appointment of an official liquidator shall be advertised in such manner as the judge shall direct, immediately after he has been appointed, and has given security (s). (k) Ante, pp. 686, 687. and 9. (2) See the act, §§ 85, 92, 93, 103, (p) See rule 19. 104, and ante, pp. 701 et seg. (q) See, further, as to accounts in the (m) See the form of advertisement, Bank of England, rules 36—44 ; and for infra, Schedule 3, No. 6, and the form the form of direction to open an account of proposal for the appointment of the there, see Schedule 3, No. 14. official liquidator, 7. No. 7. (r) See rule 19. (n) See the form of recognisance and (s) See the form of advertisement in affidavit of sureties, ib. Nos. 9 and 10. Schedule 3, No. 15. (0) See the form of order, 26. Nos. 8 3x2 1044 Appgnprx VI. RULES oF 1862. 15. Where it is desired to appoint provisionally an official liquidator (t) an application for that purpose may, at any time after the presentation of the petition for winding up the company, be made by summons, without advertisement or notice to any person, unless the judge shall otherwise direct ; and such provisional official liquidator may, if the judge shall think fit, be appointed without security. 16. In case of the death, removal or resignation of an official liquidator, another shall be appointed in his room, in the same manner as directed in the case of a first appointment, and the proceedings for that purpose may be taken by such party interested as may be authorised by the judge to take the same. 17. The official liquidator shall, with all convenient speed after he is appointed, proceed to make up, continue, complete, and rectify the books of account of the company; and shall provide and keep such books of account as shall be necessary, or as the judge may direct, for the purposes aforesaid, and for showing the debts and credits of the company, including a ledger, which shall contain the separate accounts of the contributories, and in which every contributory shall be debited from time to time with the amount payable by him in respect of any call to be made as provided by the said act and these rules. 18. The official liquidator shall be allowed in his accounts, or otherwise paid, such salary or remuneration as the judge may from time to time direct, including any necessary employment of assistants or clerks by the official liquidator, to which regard shall be had ; and such salary or remu- neration may either be fixed at the time of his appointment, or at any time thereafter, as the judge may think fit. Every allowance of such salary or remuneration, unless made at the time of his appointment, or upon passing an account, shall be made upon application for that purpose by the official liquidator, on notice to such persons (if any), and supported by such evidence as the judge shall require ; nevertheless the judge may from time to time allow any sum he may think fit to the official liquidator, on account of the salary or remuneration to be thereafter allowed. 19. The accounts of the official liquidator shall be left at the judge’s chambers at the times directed by the order appointing him, and at such other times as may from time to time be required by the judge, and such accounts shall, upon notice to such parties (if any), as the judge shall direct, be passed and verified in the same manner as receiver’s accounts. Proof of debts (w). 20. For the purpose of ascertaining the debts and claims due from the company, and of requiring the creditors to come in and prove their debts. or claims, an advertisement shall be issued at such time as the judge shall direct : and such advertisement shall fix a time for the creditors to send their names and addresses, and- the particulars of their debts or claims, and the names and addresses of their solicitors (if any), to the official liquidator, and appoint a day for adjudicating thereon (2). (t) See the form of order appointing a (u) See the act, §§ 107, 158, and ante, provisional official liquidator in Schedule pp. 718 et seq. 3, No. 9; and see further, as to him, (x) See the form of advertisement, §§ 85 and 92 of the act, and infra, infra, Schedule 3, No. 16. rule 59, RULES OF 1862. 1045 21. The creditors need not attend upon the adjudication, nor prove Aprunprx VI. their debts or claims, unless they are required to do so by notice from the official liquidator ; but upon such notice being given, they are to come in and prove their debts or claims within a time to be therein specified. 22. The official liquidator shall investigate the debts and claims sent in to him, and ascertain, as far as he is able, which of such debts and claims are justly due from the company ; and he shall make out and leave at the chambers of the judge, a list of all the debts and claims sent in to him, distinguishing which of the debts and claims, or parts of debts and claims are so claimed, are, in his opinion, justly due and proper to be allowed without further evidence, and which of them, in his opinion, ought to be proved by the creditors ; and he shall make and file, prior to the time appointed for adjudication, an affidavit, setting forth which of the debts and claims in his opinion are justly due and proper to be allowed without further evidence, and stating his belief that such debts and claims are justly due and proper to be allowed, and the reasons for such belief (y). 23. At the time appointed for adjudication upon the debts and claims, or at any adjournment thereof, the judge may either allow the debts and claims upon the affidavit of the official liquidator, or may require the same, or any of them, to be proved by the claimants, and adjourn the adjudication thereon to a time to be then fixed ; and the official liquidator shall give notice to the creditors whose debts or claims have been so allowed, of such allowance (2). 24, The official liquidator shall give notice to the creditors whose debts or claims have not been allowed upon his affidavit, that they are required to come in and prove the same by a day to be therein named, being not less than four days after such notice, and to attend at a time to be therein named, being the time appointed by the advertisement, or by adjournment (as the case may be), for adjudication upon such debts and claims (a). 25. The value of such debts and claims as are made admissible to proof by the 158th section of the said act, shall, so far as is possible, be esti- mated according to the value thereof at the date of the order to wind up the company. 26. Interest on such debts and claims as shall be allowed shall be com- puted, as to such of them as carry interest, after the rate they respectively carry ; any creditor whose debt or claim so allowed does not carry interest, shall be entitled to interest, after the rate of 4/. per centum per annum, from the date of the order to wind up the company, out of any assets which may remain after satisfying the costs of the winding up, the debts and claims established, and the interest of such debts and claims as by law. carry interest (6). 27. Such creditors as come in and prove their debts or claims pursuant to notice from the official liquidator, shall be allowed their costs of proof in the same manner as in the case of debts proved in a cause. 28. The result of the adjudication upon debts and claims shall be stated in a certificate to be made by the chief clerk, and certificates as to any of such debts and claims may be made from time to time. All such certifi- (y) See the form of affidavit, 2b. Nos. (a) See the form of notice, 1b. No. 20 17 and 18. and the form of affidavit to be made by (z) See the form of notice, ib, No.19; creditor who has received such notice, and the form of notice to attend and be No. 21. paid, 7b. No. 23. (b) See ante, p. 724, 1046 RULES OF 1862. Appenpix VI. cates shall state whether the debts or claims are allowed or disallowed, and whether allowed as against any particular assets, or in any other qualified or special manner (c). List of contributories (d). 29. The official liquidator shall, with all convenient speed after his appointment, or at such time as the judge shall direct, make out and leave at the chambers of the judge a list of the contributories of the company ; and such list shall be verified by the affidavit of the official liquidator, and shall, so far as is practicable, state the respective addresses of, and the number of shares or extent of ‘interest to be attributed to each such con- tributory, and distinguish the several classes of contributories. And such list may from time to time, by leave of the judge, be varied or added to, by the official liquidator (e). 30. Upon the list of contributories being left at the chambers of the judge, the official liquidator shall obtain an appointment for the judge to settle the same, and shall give notice in writing of such appointment to every person included in such list, and stating in what character, and for what number of shares or interest such person is included in the list ; and in case any variation or addition to such list shall at any time be made by the official liquidator, a similar notice in writing shall be given to every person to whom such variation or addition applies. All such notices shall be served four clear days before the day appointed to settle such list, or such variation or addition ( f). 31. The result of the settlement of the list of contributories shall be stated in a certificate hy the chief clerk; and certificates may be made from time to time for the purpose of stating the result of such settlement down to any particular time, or as to any particular person, or stating any variation of the list (g). Sales of property (h). 32. Any real or personal property belonging to the company may be sold, with the approbation of the judge, in the same manner as in the case of a sale under a decree or order of the Court in a suit, or, if the judge shall so direct, by the official liquidator ; and upon any such sale by the official liquidator, the conditions or contracts of sale shall be settled and approved of by the judge, unless he shall otherwise direct; and the judge may, if he thinks fit, direct such conditions and contracts, and the abstract of the title to the property, to be submitted to one of the conveyancing counsel of the Court, under the second of the consolidated general orders (hh), and may, on any sale by public auction, fix a reserved bidding; and, unless on account of the small amount of the purchase-moneys, or other (c) See the form of certificate, ib. No. 22; and the form of notice to a creditor to attend and be paid, 2b. No. 23. (d) See the act, §§ 98 and 99, and ante, pp. 745 et seq. (e) See the forms of the list, infra, Schedule 3, Nos. 25, 29, and 30; and the form of the affidavit in support, ib. Nos. 24 and 29; and the form of order varying the list, ib. No. 32. (7) See the form of notice, ib. No. 26 ; and of the affidavit of service, No.27. (g) See the form of certificate, ib. No. 31. (h) See the act, §§ 94, 95, 103, and ante, p. 708, (hh) See now R. S, ©. Order LI. rr. 7—13. RULES oF 1862. 1047 eause, it shall, having regard to the amount of the security given by the Appunvix VI. official liquidator, be thought proper that the purchase-moneys shall be paid to him, all conditions and contracts of sale shall provide that the purchase-moneys shall be paid by the respective purchasers into the Bank of England, to the account of the official liquidator of the company. Calls (i). 33. Every application to the judge to make any call on the contribu- tories, or any of them, for any purpose authorised by the said act, shall be made by summons, stating the proposed amount of such call; and such summons shall be served four clear days at the least before the day appointed for making the call on every contributory proposed to be in- eluded in such call; or, if the judge shall so direct, notice of such intended call may be given by advertisement (k). 34, When any order for a call has been made, a copy thereof shall be forthwith served upon each of the contributories included in such call, together with a notice from the official liquidator specifying the amount or balance due from suck contributory (having regard to the provisions of the said act) in respect of such call ; but such order need not be advertised unless, for any special reason, the judge shall so direct (2). 35. At the time of making an order for a call, the further proceedings relating thereto shall be adjourned to a time subsequent to the day ap- pointed for the payment thereof, and afterwards from time to time so long as may be necessary ; and at the time appointed by any such adjourn- ment, or upon a summons to enforce payment of the call, duly served, and upon proof of the service of the order and notice of the amount due, and non-payment, an order (m) may be made for such of the contributories who have made default, or of such of them against whom it shall be thought proper to make such order, to pay the sum which by such former order and notice they were respectively required to pay, or any less sum which may appear to be due from them respectively. Payment in of moneys and deposit of securities (n). 36. If any official liquidator shall not pay all the moneys received by him into the Bank of England (0), to the account of the official liquidator of the company, within seven days next after the receipt thereof, unless the judge shall have otherwise directed, such official liquidator shall be charged in his account with ten shillings for every 100/., and a propor- tionate sum for any larger amount, retained in his hands beyond such period, for every seven days during which the same shall have been so retained, and the judge may, for any such retention, disallow the salary or remuneration of such official liquidator. (i) See the act, §§ 102 and 120, and ante, pp. 846 et seq. (&) See the forms of the summons, the affidavit in support of it, and the adver- tisement, infra, Schedule 3, Nos. 33— 35. (1) See the forms of the order and the notice, ib. Nos. 36 —37. (m) See the forms of this order und of the affidavit on which to obtain it, id. Nos. 38 and 39; and see the form of affidavit of service of this order, Date of balance |Number of Name. tion. order. certificate. Zs ds No. 44. Request to invest cash in Government stock or Exchequer bills. [Rule 43.] In the matter, &c. To the Governor and Company of the Bank of England. Gentlemen, It appearing that the sum of £ cash is standing to the credit of the account of the official liquidator of the above-named company, you are hereby requested to invest the sum of £ , part thereof, in the purchase of Bank £3 per cent. annuities [or, Reduced £3 per cent. an- nuities, or, New £3 per cent. annuities, or, New £2 10s. per cent. annuities] in the name of R. P. H., of &., the official liquidator of the said com- pany [or, i in the purchase of Exchequer bills, and to deposit such Exchequer bills in the Bank. of England, in the name and on behalf of the said official liquidator]. The said annuities [or, Exchequer bills] are not to be sold, transferred, or otherwise dealt with, except upon a direction for that purpose signed by the official liquidator of the said company, and Forms, 1078 APPENDIX Y!. Forms. RULES OF 1862. countersigned by the chief clerk of the Master of the Rolls [or, Vice- Chancellor ], or under an order to be made by the said judge. Dated this day of , 186. I am, gentlemen, Your most obedient servant, R. P. H., Official Liquidator. Countersigned, G. H., Chief Clerk of the Master of the Rolls [or, Vice-Chancellor ]. No. 45. Notice or advertisement of meeting of creditors or contributories. [Rules 45, 46.] In the matter, &c. Notice is hereby given that the Master of the Rolls [or, Vice-Chancellor ] has directed a meeting of the creditors [or, contributories] of the above-named company to be summoned pursuant to the above statute, for the purpose of ascertaining their wishes as to [state the object for which meeting called, unless notice is by advertisement, in which case say, certain matters relating to the winding up of the said company], and that such meeting will be held on day, the day of 186 , at o’clock in the noon, at in the county of , at which time and place all the creditors [or, contributories] of the said company are requested to attend. [The said judge has appointed H. T., of &c., to act as chairman of such meeting. ] Dated this day of 186. R. P. H., Official Liquidator. No. 46. Appointment of proxy to vote at meeting of creditors or contributortes. [Rule 46.] In the matter, &. I, W. S., of in the county of , being a creditor [or, contributory] of the above-named company, hereby appoint of as my proxy to vote for me, and on my behalf, at the meeting of the creditors [or, contributories] of the said company, summoned by direction of the Master of the Rolls [or, Vice-Chancellor ], to be held on the day of and at any adjournment thereof. As witness my hand, this day of 186 . W.S. Signed by the said W. §., in the presence of J. M., of, &c. No. 47. Memorandum of appointment of a person to act as chairman at meeting of creditors or contributories. [Rule 47.] In the matter, &c. The Master of the Rolls [or, Vice-Chancellor ] has appointed Mr. H. T., of &., one of the creditors [or, contributories] of the above: named company, to act as chairman of a meeting of the creditors [or, con- tributories] of the said company, summoned by direction of the said judge RULES OF 1862. pursuant to the above statute, to be held on day, the: day of , 186 , at o’clock in the noon, at , in the county of , and to report the-result of such meeting to the said judge. The said meeting is summoned for the purpose of ascertaining the wishes of the creditors [or, contributories] of the said company as to [state the object for which meeting called] ; and at such meeting the votes of the creditors [or, contributories] may be given either personally or by proxy. Dated this day of , 186. G. H., Chief Clerk. No. 48. Chairman’s report of result of meeting of creditors or contributories. [Rules 45, 46, 47.] In the matter, &c. I, H. T., the person appointed by the Master of the Rolls [or, Vice- Chancellor ] to act as chairman of a meeting of the creditors [or, contributories] of the above-named company, summoned by advertisement [or, notice] dated the day of , 186 , and held on the day of 186 , at in the county of , do hereby report to the said judge the result of such meeting as follows :— The said meeting was attended either personally or by proxy, by creditors to whom debts against the said company have been allowed, amounting in the whole to the value of £ [or, by con- tributories, holding in the whole shares in the said company, and entitled respectively, by the regulations of the company, to the number of votes hereinafter mentioned]. The question submitted to the meeting was, whether the creditors [or, ~ contributories] of the said company approved of the proposal of the official liquidator of the said company, that, &c. [as the case may be], and wished that such proposal should be adopted and carried into effect. The said meeting was unanimously of opinion that the said proposal should [or, should not] be adopted and carried into effect [or, The result of the voting upon such question was as follows :—] The undermentioned creditors [or, contributories] voted in favour of the said proposal being adopted and carried into effect. :— Number of votes con- Value of debt | ferred on each Name of creditor (or, Address. [or, number | contributory contributory]. of shares]. by the regu- lations of the company. 1079 Apprnpvix VI. Forms. 1080 Appenprx VI. Forms. RULES OF 1862. The undermentioned creditors [or, contributories] voted against the said proposal being adopted and carried into effect:— Number of votes con- ‘ ; Value of debt | ferred on each Name 2 oe Lor, Address. [or, number | contributory contributory}. of shares]. by the regu- lations of the company. Dated this day of 186 . (Signed) . H. T., Chairman. No. 49. Memorandum of sanction of judge to accepting bill of exchange. [Rule 48.] In the matter, &c. The Master of the Rolls [or, Vice-Chancellor ] has sanctioned the acceptance of this bill of exchange by the official liquidator, on behalf of the said company. G. H., Chief Clerk. No. 50. Memorandum of agreement of compromise with a contributory. [Rule 49.] In the matter, &c. Memorandum of agreement entered into this day of 186 , between R. P. H., of &c., the official liquidator of the above-named company of the one part, and S. B., of &., one of the contributories of the said company, of the other part. Whereas the said 8. B. has been settled on the list of contributories of the said company as a contributory in respect of shares in the said company. And whereas by an order made by the Master of the Rolls [or, Vice-Chancellor ], dated the day of 186 ,a call of £ per share was made on all the contributories of the said company, and there is now due from the said 8S. B. to the said company the sum of £ in respect of the said call. And whereas the said S. B. has proposed to pay to the said official liquidator the sum of £ by way of compromise, and in satisfaction and discharge of thesaid sum of £ , and of all liability whatsoever as a contributory of the said company. And whereas the said official liquidator having investigated the affairs of the said S. B., and believing that such compromise will be beneficial to the said company, hath, in exercise of the power for that purpose given to him by the above statute, agreed to accept the same, RULES OF 1862. 1081 subject to the sanction of the said judge, and to the conditions and agree- Appmnpix VI. ments hereinafter contained. Now it is hereby agreed by and between the said parties hereto : 1st. That the said official liquidator shall, before the day of next, apply to the said judge * chambers to sanction this agree- ment of compromise. 2nd. That upon this agreement being sanctioned by the said judge, the said S. B. shall within days next after such sanction, pay to the said official liquidator the said sum of £ , and when thereto required, shall do and execute all such acts and deeds as may be neces- sary for transferring, or surrendering and releasing, to the said official liquidator on behalf of the said company, or in such manner as the said judge may direct, the said shares held by the said 8. B. in the said com- pany, and all claim and demand whatsoever which the said 8. B. has, or may have, against the said company in respect of the said shares, or the distribution of the assets of the said company, or otherwise how- yoever. 3rd. That the said sum of £ , and the transfer or surrender and release of the said shares and interest of the said S. B., as aforesaid, shall be accepted by the said official liquidator as, and be deemed and taken to give to the said S. B. a fulland complete discharge from all calls and liabili- ties, claims and demands whatsoever, which the said company, or the official liquidator thereof, now has or may hereafter have, or be entitled to, against the said S. B., in respect of his being or having been the holder of the said shares or otherwise, as a contributory of the said company. 4th. That in case this agreement shall not be sanctioned by the said judge it shall cease and determine, and the said official liquidator and the said S. B. shall be remitted to their original rights with respect to each other, as if this agreement had not been entered into. 5th. That in case this agreement shall be sanctioned by the said judge, and the said 8. B. shall not in all respects perform the same on his part, the official liquidator shall be at liberty, with the sanction of the said judge, and without notice to the said 8. B., to enforce the performance thereof, or, with the like sanction, to give notice to the said S. B., that he abandons this agreement, whereupon the same shall cease and determine, and the said official liquidator shall be entitled to proceed against the said S. B. to enforce payment of the said sum of £ , or so much thereof as shall then remain due and unpaid, as if this agreement had not been entered into. R. P. H., Official Liquidator. Ss. B. Witness to the signatures \ of the said R. P. H. and S. B., C. D., of &e, f No. 51. Memorandum of sanction of judge to agreement of compromise. [Rule 49.] In the matter, &c. : The Master of the Rolls [or, Vice-Chancellor ] has sanctioned this agreement of compromise. G. H., Chief Clerk. Forms. 1082 Appenpix VI. Forms, RULES OF 1862. No. 52. Order or memorandum of the sanction of the judge for certain acts to be done by the official liquidator. [Rule 50.] The Master of the Rolls [or, . day of 186 . Vice-Chancellor ] In the matter, &c. at chambers. The Master of the Rolls [or, Vice-Chancellor ] doth hereby sanction [or, has sanctioned] the following proceedings being taken [or, acts being done] by the official liquidator of the above-named company, namely [state the proceedings to be taken or acts to be done as,] the bringing [or, insti- tuting] and prosecuting an action at law [or, suit in equity], in the name and on behalf of the said company, against [or, defending an action at law [or, suit in equity] brought [or, instituted] against the said company by] K. M., of &c., to recover a debt or sum of £ alleged to be due from [or, to] the said K. M. to [or, from] the said company, &c. ‘Chief Clerk, No. 53. Appearance book, [Rule 62.] In the matter, &c. Appearance book. Date | Whether | If he appears | If he appears Solici Amount of when ap-| Party’s | creditor | in person, his | by a solicitor, Eau debt [or, pearance | Name. or con- address for | his solicitor’s address number of entered. tributory. service. name. * | shares]. No. 54. Summons for persons to attend at chambers to be examined. (25 & 26 Vic. c. 89, s, 115.] In Chancery. In the matter, &c. A. B., &c., and E. F., are hereby severally summoned to attend at the chambers of thé Master of the Rolls [or, Vice-Chancellor ], in the Rolls Yard, Chancery Lane [or, No. , Lincoln’s Inn], in the county of Middlesex, on day of 186, at of the clock in the noon, to be examined on the part of the official liquidator [or, of W. D., of &c.], for the purpose of proceedings directed by the Master of the Rolls [or, the said Vice-Chancellor] to be taken before me in the above matter. [And the said A. B. is hereby required to bring with him and produce, at the time and place aforesaid, a certain inden- RULES OF 1862. 1083 ture [describe documents] and all other books, papers, deeds, writings, and APrENpIx VI. other documents in his custody or power in anywise relating to the above- named company. } Dated this day of 186. G. H. Chief Clerk. This summons was taken out by Messrs. C. & D., of in the county of , solicitors for the official liquidator [or, for the said W. Dz) No. 55. Certificate of the company being convpletely wound up, and of the official liquidator having passed his final account. [Rule 66.] In the matter, &c. In pursuance of the directions given to me by the Master of the Rolls. [or, Vice-Chancellor ], I hereby certify that R. P. H., the official liquidator of the above-named company, has passed his final account as such official liquidator, and that the balance of £ thereby certified to be due to [or, from] the said official liquidator has been paid in the manner directed by the order dated the day of 186 . And that the affairs of the said company have been completely wound up. The evidence produced, &c. Dated this day of 186. G. H., Chief Clerk. Approved the day of 186 \ No. 56, Order to dissolve the company. [Rule 66.] The Master of the Rolls [or, ) , the Vice-Chancellor ] day of 186 at chambers. ij In the matter, &. Upon the application of the official liquidator of the above-named com- pany, and upon reading an order dated the day of » and the chief clerk’s certificate, dated the day of » whereby it appears that the affairs of the said company have been completely wound up, and that the balance of £ , due from [or, to] the official liquidator has been paid in manner directed by the said order, it is ordered that the said company be dissolved, as from this day of 186 , and that the recognizance dated the day of 186, entered into by the said official liquidator, together with W. B. and T. P., his sureties, be vacated. Westpory, C. Jouw Romitty, M. R. Ricup. T. Kinpzrszey,. V.-C. Jonn Sruart, V.-C. W. P. Woop, V.-C. Forms, 1084 RULES OF 1868. Apprnpix VI. ORDER AND RULES IN CHANCERY ISSUED PURSUANT TO “THE COMPANIES ACT, 1867.” —— ORDER OF COURT. Saturday, the 21st day of March, 1868, as amended by order of 2nd March, 1869 (u). The right honorable Hugh MacCalmont Baron Cairns, Lord High Chan- cellor of Great Britain, with the advice and consent of the right honorable John Lord Romilly, Master of the Rolls, the honorable the Vice-Chan- cellor Sir John Stuart, and the honorable the Vice-Chancellor Sir Richard Malins, doth hereby, in pursuance and execution of the powers given to him by “The Companies Act, 1867,” and of all other powers and authorities enabling him in that behalf, order and direct in manner following :— Petition for winding up (v). 1. Every petition which shall, after this order comes into operation, be presented for the winding up of any company by the Court, or subject to the supervision of the Court, and all notices, affidavits, and other pro- ceedings under such petition, shall be intituled in the matter of “The Companies Acts, 1862 and 1867,” and of the company to which such petition shall relate. Petition to reduce capital (x). 2. Every petition for an order confirming a special resolution for reducing the capital of a company, and all notices, affidavits, and other proceedings under such petition, shall be intituled in the matter of ‘“ The Companies Act, 1867,” and of the company in question. 3. No such petition as mentioned in the 2nd rule of this order shall be placed in the list of petitions by the secretary of the Lord Chancellor or of the Master of the Rolls, as the case may be, until after the expiration of eight clear days from the filing of such certificate as is mentioned in the 14th rule of this order. 4, When any such petition as last aforesaid has been presented, appli- cation may be made, ex parte by summons in chambers, to the judge to whose Court the petition is attached, for directions as to the proceedings to be taken for settling the list of creditors entitled to object to the pro- posed reduction, and the judge may thereupon fix the date with reference to which the list of such creditors is to be made out, pursuant to the 13th section of the Companies Act, 1867; and may, either at the same time or (uw) The order of March, 1868, has (v) Ante, p. 654. Ord. of 1862, been amended by an order of 2nd March, __ rule I. 1869. (See W. N. of that date.) The (aw) See act of 1867, § 11 e seq., ante, amendments affect rules 8 and 14, which pp. 402 et seg. See, also, the act of are here printed as amended. 1877, ante, p. 1028. RULES oF 1868. 1085 afterwards, as he shall think fit, give such directions as are mentioned in APPENDIx VI. the 5th and 6th rules of this order. The order upon such summons may be in the form No. 1 in the schedule hereto, with such variations as the circumstances of the case may require. 5. Notice of the presentation of the petition shall be published at such times, and in such newspapers as the judge shall direct, so that the first insertion of such notice be made not less than one calendar month before the day of the date fixed as mentioned in the 4th rule of this order. Such notice may be in the form No. 2 in the schedule hereto, with such variations as the circumstances of the case may require. 6. The company shall, within such time as the judge shall direct, file in the office of the clerks of records and writs (y), an aftidavit made by some officer or officers of the company competent to make the same, verifying a list containing the names and addresses of the creditors of the company at the date fixed as mentioned in the 4th rule of this order, and the amounts due to them respectively, and leave the said list and an office copy of such affidavit, at the chambers of the judge. 7. The person making such affidavit shall state therein his belief that such list is correct, and that there was not at the date so fixed as aforesaid any debt or claim, which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, except the debts set forth in such list, and shall state his means of knowledge of the matters deposed to in such affidavit. Such affidavit may be in the form No. 3 in the schedule hereto, with such variations as the circumstances of the case may require. 8. Copies of such list containing the names and addresses of the creditors and the total amount due to them, but omitting the amounts due to them respectively, or (as the judge shall think fit) complete copies of such list shall be kept at the registered office of the company, and at the offices of their solicitors and London agents (if any), and any person desirous of inspecting the same may at any time, during the ordinary hours of business, inspect and take extracts from the same on payment of the sum of one shilling (2). 9. The company shall, within seven days after the filing of such affidavit, or such further time as the judge may allow, send to each creditor whose name is entered in the said list, a notice stating the amount of the proposed reduction of capital, and the amount of the debt for which such creditor is entered in the said list, and the time (such time to be fixed by the judge) within which, if he claims to be a creditor for a larger amount, he must send in his name and address, and the particulars of his debt or claim, and the name and address of his solicitor (if any) to the solicitor of the company ; and such notice shall be sent through the post in a prepaid letter addressed to each creditor at his last known address or place of abode, and may be in the form or to the effect of the form No. 4, ‘set forth in the schedule hereto, with such variations as the circumstances of the case may require. 10. Notice of the list of creditors shall, after the filing of the affidavit mentioned in the 6th of these rules, be published at such times, and in such newspapers, as the judge shall direct. Every such notice shall state the amount of the proposed reduction of capital, and the places where the aforesaid list of creditors may be inspected, and the time within which (y) Now the Central Office, see 42 & (z) Ante, p. 1084, note (a). 43 Vict. c. 78. 1086 RULES OF 1868. Appenpix VI. creditors of the company who are not entered on the said list, and are desirous of being entered therein, must send in their names and addresses, and the particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the solicitor of the company ; and such notice may be in the form No. 5, set forth in the said schedule hereto, with such variations as the circumstances of the case may require. 11. The company shall, within such time as the judge shall direct, file in the office of the clerks of records and writs (zz) an affidavit made by the person to whom the particulars of debts or claims are by such notices as are mentioned in the 9th and 10th rules of this order, required to be sent in, stating the result of such notices respectively, and verifying a list con- taining the names and addresses of the persons (if any), who shall have sent in the particulars of their debts or claims in pursuance of such notices respectively, and the amounts of such debts or claims, and some competent officer or officers of the company shall join in such affidavit, and shall in such list distinguish which (if any) of such debts and claims are wholly, or as to any and what part thereof, admitted by the company, and which (if any) of such debts and claims are wholly, or as to any and what part thereof, disputed by the company. Such affidavit may be in the form No. 6 in the schedule hereto, with such variations as the circumstances of the case may require ; and such list, and an office copy of such affidavit, shall, within such time as the judge shall direct, be left at the chambers of the judge. 12. If any debt or claim, the particulars of which are so sent in, shall not be admitted by the company at its full amount, then, and in every such case, unless the company are willing to set apart and appropriate in such manner as the judge shall direct the full amount of such debt or claim, the company shall, if the judge think fit so to direct, send to the creditor a notice that he is required to come in and prove such debt or claim, or such part thereof as is not admitted by the company, by a day to be therein named, being not less than four clear days after such notice, and being the time appointed by the judge for adjudicating upon such debts and claims, and such notice shall be sent in the manner mentioned in the 9th rule of this order, and may be in the form No. 7, in the schedule hereto, with such variations as the circumstances of the case may require. 13. Such creditors as come in to prove their debts or claims in pursu- ance of any such notice as is mentioned in the 12th of these rules, shall be allowed their costs of proof against the company, and be answerable for costs, in the same manner as in the case of persons coming in to prove debts under a decree in a cause. 14, The result of the settlement of the list of creditors shall be stated in a certificate by the chief clerk, and such certificate shall state what debts or claims (if any) have been disallowed, and shall distinguish the debts or claims the full amount of which the company are willing to set apart and appropriate, and the debts or claims (if any) the amount of which has been fixed by inquiry and adjudication in manner provided by section 14 of the said act, and the debts or claims (if any) the full amount of which is not admitted by the company, nor ,such as the company are willing to set apart and appropriate, and the amount of which has not been fixed by inquiry and adjudication as last aforesaid ; and shall show which of the creditors have consented in writing to the proposed reduction, and the total amount of the debts due to them, and the total amount of (zz) Now the Central Office, see ante, p. 1085, note (y). RULES OF 1868. 1087 the debts or claims the payment of which has been secured in manner pro- Apprnpix VI. vided by the said 14th section, and the persons to or by whom the same are due or claimed ; but it shall not be necessary to show in such certi- ficate the several amounts of the debts or claims of any persons who have consented in writing to the proposed reduction or the payment of whose debts or claims has been secured as aforesaid (a). 15. After the expiration of eight clear days from the filing of such last mentioned certificate, the petition may be placed in the list of petitions upon a note from the chief clerk to the secretary of the Lord Chancellor or of the Master of the Rolls, as the case may be, stating that the certifi- cate has been filed and become binding. 16. Before the hearing of the petition, notices stating the day on which the same is appointed to be heard shall be published at such times and in such newspapers as the judge shall direct. Such notices may be in the form No. 8, in the schedule hereto, with such variations as the circum- stances of the case may require. 17, Any creditor settled on the said list whose debt or claim has not, before the hearing of the petition, been discharged or determined, or been secured in manner provided by the 14th section of the said act, and who has not, before the hearing, signed a consent to the proposed reduction of capital, may, if he think fit, upon giving two clear days’ notice to the solicitor of the company of his intention so to do, appear at the hearing of the petition and oppose the application. 18. Where a creditor who appears at the hearing under the last pre- ceding rule, is a creditor the full amount of whose debt or claim is not admitted by the company, and the validity of such debt or claim has not been inquired into and adjudicated upon under section 14 of the said act, the costs of and occasioned by his appearance shall be dealt with as to the Court shall seem just, but in all other cases a creditor appearing under the last preceding rule shall be entitled to the costs of such appearance, unless the Court shall be of opinion that in the circumstances of the particular case his costs ought not to be allowed. 19. When the petition comes on to be heard, the Court may, if it shall so think fit, give such directions as may seem proper with reference to the securing in manner mentioned in section 14 of the said act the payment of the debts or claims of any creditors who do not consent to the proposed reduction ; and the further hearing of the petition may, if the Court shall think fit, be adjourned for the purpose of allowing any steps to be taken with reference to the securing in manner aforesaid the payment of such debts or claims. 20. Where the Court makes an order confirming a reduction, such order shall give directions in what manner, and in what newspapers, and at what times, notice of the registration of the order and of such minute as mentioned in the 15th section of ‘‘ The Companies Act, 1867,” is to be published ; and shall fix the date until which the words “and reduced ” are to be deemed part of the name of the company as mentioned in the 10th section of the same act. Fees. 21. Solicitors shall be entitled to charge and be allowed for duties per- formed under “ The Companies Act, 1867,” the same fees as they shall (a) See ante, p. 1084, note (u), 1088 RULES OF 1868. Aprrnpix VI. for the time being be entitled to charge and be allowed for the like duties performed under ‘‘ The Companies Act, 1862,” unless the Court or judge shall otherwise specially direct. 22. The same fees of Court shall be paid in relation to proceedings in Chancery under “ The Companies Act, 1867,” as shall for the time being be payable in relation to like proceedings in Chancery under “‘ The Companies Act, 1862,” and shall be collected by stamps in manner provided by the general orders of the Court. General directions. 23. The general orders and practice of the Court, including the course of proceeding and practice in the judges’ chambers, shall, in cases not provided for by “ The Companies Act, 1867,” or these rules, so far as such orders and practice are applicable and not inconsistent with the said act or with these rules, apply to all proceedings in the Court of Chancery under the said act. 24. The power of the Court and of the judge sitting in chambers to enlarge or abridge the time for doing any act or taking any proceeding, to adjourn or review any proceeding, and to give any direction as to the course of proceeding, shall be the same in proceedings under “ The Com- panies Act, 1867,” as in proceedings under the ordinary jurisdiction of the Court (aa). Commencement of order. 25. This order shall take effect and come into operation on the 15th day of April, 1868, and shall apply to all proceedings in Chancery under the said act, whether commenced before or after that day, but every proceeding taken under the said act before that day shall have the same validity as it would have had if this order had not been made. Interpretation. 26. The general interpretation clause of the consolidated general orders shall be deemed to extend and apply to the rules of this order, and this order shall be deemed a general order of this Court. Carrys, C, Romitiy, M.R. Joun Stuart, V.C. Ricuarp Matins, V.C. (aa) See now R. §.C., Order LXIV., p. 7. RULES oF 1868. THE SCHEDULE. No. 1. Form of order. [Rule 4.] In the matter of The The Master of the Rolls [or § Company, Limited and Vice-Chancellor ] Sir at ) Reduced; and in the matter of ‘“ The Chambers. Companies Act, 1867.” Upon the application of the petitioners by summons, dated ‘ and upon hearing the solicitor for the petitioners, and on reading the petition on the day of » preferred unto the Right Honourable the Lord High Chancellor of Great Britain [or Master of the Rolls], it is ordered that an inquiry be made what are the debts, claims, .and liabilities of or affecting the said company on the day of , 186 , and that notice of the presentation of the said petition be inserted in [the newspapers] on the day of and [other times of insertion], and that a list of the persons who are creditors of the company on the said day of , and an office copy of the affidavit verifying the same, be left at the chambers of the judge on or before the day of 3 No. 2. [See Rule 5. ] In the matter of The Company, Limited and Reduced ; and in the matter of “ The Companies Act, 1867.” Notice is hereby given, that a petition for confirming a resolution reducing the capital of the above company from £ to £ é was on the day presented to [the Lord Chancellor, or Master of the Rolls], and is now pending ; and that the list of creditors of the company is to be made out as for the day of , 186 C. and D. of {Agents for A. and B., of }. Solicitors to the company. No. 3. Affidavit verifying list of Creditors. [Rule 7.] In Chancery. In the matter of The Company, Limited and Reduced ; and in the matter of “‘ The Companies Act, 1867.” I, A. B., of, &c., make oath and say as follows :-— 1. The paper writing now produced and shown to me, and marked with the letter A., contains a list of the creditors of and persons having claims upon the said company on the day of ,» 186 (the date fixed by the order in this matter, dated ), together with their respective addresses, and the nature and amount of their respective debts or claims, and such list is, to the best of my knowledge, information, and L.C. ¥A A 1089 Appenpix VI. Forms, 1090 RULES oF 1868. Apprnpix VI. belief, a true and accurate list of such creditors and persons having claims Forms. on the day aforesaid. 2. To the best of my knowledge and belief there was not, at the date aforesaid, any debt or claim which, if such date were the commencement of the winding up of the said company, would be admissible in proof against the said company other than and except the debts set forth in the said list. I am enabled to make this statement from facts within my knowledge as the of the said company, and from information derived upon investigation of the affairs and the books, documents, and papers of the said company. Sworn, &c. List of Creditors referred to in the last Form. A. In the matter, &c. This list of creditors marked A. was produced and shown to A. B., and is the same list of creditors as is referred to in his affidavit sworn before me, this day of , 186 X. Y., &e. Names, Addresses, and Description : Nature of Debt or Claim. sg ea of the Creditors. ; : | | I ' | | 1 | No. 4. [See Rule 9.] In the matter of The Company, Limited and Reduced ; and in the matter of “ The Companies Act, 1867.” To Mr. You are requested to take notice that a petition has been presented to the Court of Chancery to confirm a special resolution of the above com- pany, for reducing its capital to £ , and that in the list of persons admitted by the company, to have been on the day of , creditors of the company, your name is entered as a creditor [here state the amount of the debt or nature of the claim], If you claim to have been on the last-mentioned day a creditor to a larger amount than is stated above, you must, on or before the day of , send in the particulars of your claim, and the name and address of your solicitor (if any), to the undersigned, at . In default of your so doing, the above entry in the list of creditors will in RULES oF 1868. all the proceedings under the above application to reduce the capital of the Appunprx VI. company be treated as correct. Dated this day of , 18 A. B., Solicitor for the said company. No. 5. [See Rule 10.] In the matter of the Company, Limited and Reduced ; and in the matter of ‘* The Companies Act, 1867.” Notice is hereby given, that a petition has been presented to the Court of Chancery for confirming a resolution of the above company, for reducing its capital from £ to£ . Allist of the persons admitted to have been creditors of the company on the day of ‘ 186 , may be inspected at the offices of the company at , or at the office of , at any time during usual business hours, on payment of the charge of one shilling. Any person who claims to have been on the last-mentioned day and still to be a creditor of the company, and who is not entered on the said list and claims to be so entered, must on or before the day of send in his name and address, and the particulars of his claim, and the name and address of his solicitor (if any), to the undersigned, at or in default thereof he will be precluded from objecting to the proposed reduction of capital. Dated this day of , 18 A. B., Solicitor for the said company. No. 6. [Rule 11.] In Chancery. In the matter of The Company, Limited and Reduced ; and in the matter of ‘‘ The Companies Act, 1867.” We, C. D., of, &c. [the secretary of the said company], E. F., of, &c. [the solicitor of the said company], and A. B., of, &c. [the managing director of the said company], severally make oath and say as follows :— I, the said C. D. for myself, say as follows :— 1. I did, on the day of , 186 , in the manner here- inafter mentioned, serve a true copy of the notice now produced and shown to me, and marked B., upon each of the respective persons whose names, addresses, and descriptions appear in the first column of the list of creditors marked A., referred to in the affidavit of , filed on the day of » 186. 2. I served the said respective copies of the said notice by putting such copies respectively duly addressed to such persons respectively, according to their respective names and addresses appearing in the said list (being the last known addresses or places of abode of such persons respectively), and with the proper postage stamps affixed thereto as prepaid letters, into 4A2 1091 Forms, [Rule 9.} 1092 Appenpix VI. Forms, If notice issued under rule 10, [Rule 11.] If notice issued under rule 10, {Rule 11.] {Rule 11.] RULES OF 1868. the post-office receiving house, No. , in Street, in the county of , between the hours of and of the clock in the noon of the said day of . And I, the said E. F., for myself, say as follows :— 3. A true copy of the notice now produced and shown to me, and marked C., has appeared in the of the day of ; 186 , the of the day of , 186 , &&, 4. I have, in the paper writing now produced and shown to me, and marked D., set forth a list of all claims, the particulars of which have been sent in to me pursuant to the said Notice B. now produced and shown to me by persons claiming to be creditors of the said company for larger amounts than are stated in the list of creditors marked A., referred to in the affidavit of , filed on the day of , 186. 5. I have, in the paper writing now preduced and shown to me, marked E., set forth a list of all claims, the particulars of which have been sent in to me pursuant to the notice referred to in the third paragraph of this affidavit by persons claiming to be creditors of the said company on the day of , 186 , not appearing on the said list of creditors, marked A., and who claimed to be entered thereon. And we, C D. and A. B., for ourselves, say as follows :— 6. We have in the first part of the said paper writing, marked D. (now produced and shown to us), and also in the first part of the said paper writing, marked E. (also produced and shown to us), respectively set forth such of the said debts and claims as are admitted by the said company to be due wholly or in part, and how much is admitted to be due in respect of such of the same debts and claims respectively as are not wholly admitted. 7. We have, in the second part of each of the said paper writings, marked D. and E., set forth such of the said debts and claims as are wholly disputed by the said company. 8. In the said Exhibits D. and E. are distinguished such of the debts, the full amounts whereof are proposed to be set apart and appropriated in such manner as the judge shall direct. Sworn, &e. Exhibit D., referred to in the last-mentioned affidavit. D. In the matter, &c. List of debts and claims of which the particulars have been sent in to by persons claiming to be creditors of the said company for larger amounts than are stated in the list of creditors made out by the company. This paper writing, marked D., was produced and shown to C. D., E. F., and A. B., respectively, and is the same as is referred to in their affidavit sworn before me this day of > 186. X. Y., &e. RULES OF 1868. First Part, Debts and claims wholly or partly admitted by the company. Avprnprx VI. Navies Amount Debts proposed 2 Particulars admitted by |to be set apart and - bets ees of Debt oy the Company | appropriated in ne or Claim. . to be owing to full although Creditor. disputed. Creditors, SEeconpD Part. Debts and claims wholly disputed by the company. Debts proposed to be set apart and appropriated in full although disputed. Names, Addresses, and Descriptions of Claimants. Particulars of Claim. Amount claimed. Exhibit E., referred to in the last affidavit. E. In the matter, &c. Lists of debts and claims of which the particulars have been sent in to Mr. by persons claiming to be creditors of the company, and to be entered on the list of creditors made out by the company. This paper writing, marked E., was produced and shown to C. D., E. F., and A. B., respectively, and is the same as is referred to in their affidavit, sworn before me, this day of ,» 186. X. Y., &. 1093 Forms. 1094 Forms. Appenpix VI. RULES OF 1868. First Part. [Same as in Exhibit D.] SEconp Parr. {Same as in Exhibit D.] Note.—The names are to be inserted alphabetically. No. 7. [See Rule 12.] In the matter of The Company, Limited and Reduced ; and in the matter of “The Companies Act, 1867.” To Mr. - You are hereby required to come in and prove the debt claimed by you against the above company, by filing your affidavit and giving notice thereof to Mr. , the solicitor of the company, on or before the day of next ; and you are to attend by your solicitor at the chambers of [the Master of the Rolls, in the Rolls Yard, Chancery Lane, or the Vice-Chancellor at No. Lincoln’s Inn], in the county of Middlesex, on the day of > 18 ,at o’clock in the noon, being the time appointed for hearing and adju- dicating upon the claim, and produce any securities or documents relating to your claim. In default of your complying with the ahove directions you will [be precluded from objecting to the proposed reduction of the capital of the company] or [in all proceedings relative to the proposed reduction of the capital of the company, be treated as a creditor for such amount only as is set against your name in the list of creditors]. Dated this day of , 18 A. B., Solicitor for the said company. No. 8. [See Rule 16.] In the matter of The Company, Limited and Reduced ; and in the matter of ‘‘ The Companies Act, 1867.” Notice is hereby given that a petition presented to the [Lord Chancellor] or [the Master of the Rolls], on the day of , for con- firming a resolution reducing the capital of the above company from £ to £ , is directed to be heard before [the Vice- Chancellor ] or [the Master of the Rolls], on the day C. and D. of [Agents for E. and F. of ]. Solicitors for the company. Carrns, CO. Romitiy, M.R. Joon Stuart, V.C. RicHARD Matins, V.C. LIFE ASSURANCE COMPANIES Act, 1870. 1095 No. VIL THE LIFE ASSURANCE COMPANIES ACTS. THE LIFE ASSURANCE COMPANIES ACT, 1870. 33 & 34 Vier. o. 61. An act to amend the law relating to Life Assurance Companies. [9th August, 1870.] BE it enacted by the Queen’s most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present Parliament assembled, and by the authority of the same, as follows : 1. This act may be cited as ‘“‘ The Life Assurance Companies Act, 1870.” Short title. 2, In this act— Interpretation The term “company” means any person or persons, corporate or of terms. unincorporate, not being registered under the acts relating to friendly societies, who issue or are liable under policies of assurance upon human life within the United Kingdom, or who grant annuities upon human life within the United Kingdom : (a) The term “chairman” means the person for the time being presiding over the court or board of directors of the company : The term “policy holder” means the person who for the time being is the legal holder of the policy for securing the life assurance endowment, annuity, or other contract with the company : The term “financial year” means each period of twelve months at the end of which the balance of the accounts of the company is struck, or if no such balance is struck, then each period of twelve months ending with the thirty-first day of December : The term “Court” means, in the case of a company registered or having its head office in England, the High Court of Chancery ; in the case of « company registered or having its head office in Treland, the Court of Chancery in Ireland; in all cases of com- panies registered or having its head office in Scotland, the Court of Session, in either division thereof : The term “ registrar” means the registrar of joint stock companies in England and Scotland, and the assistant-registrar of joint stock companies in Ireland. 3. Every company established after the passing of this act within the Deposit. United Kingdom, and every company established or to be established out of the United Kingdom which shall after the passing of this act commence to carry on the business of life assurance within the United Kingdom, shall be required to deposit the sum of twenty thousand pounds with the (a) See, as to Industrial Assurance act, 1865, 38 & 39 Vict. c. 60, $§ 4, Societies under the Friendly Societies 28 & 30. 1096 AppEnpix VII. Life funds separate. Statements to be made by companies. Statements by company doing other than life business. Actuarial report and abstract. Statement of life and annuity. business. LIFE ASSURANCE COMPANIES Act, 1870. Accountant General of the Court of Chancery (0), to be invested by him in one of the securities usually accepted by the Court for the investment of funds placed from time to time under its administration, the company electing the particular security and receiving the income therefrom, and the registrar shall not issue a certificate of incorporation unless such deposit shall have been made, and the Accountant General shall return such deposit to the company so soon as its life assurance fund accumulated out of the premiums shall have amounted to forty thousand pounds (c). 4. In the case of a company established after the passing of this act transacting other business besides that of life assurance, a separate account shall be kept of all receipts in respect of the life assurance and annuity contracts of the company, and the said receipts shall be carried to and form a separate fund to be called the life assurance fund of the company, and such fund shall be as absolutely the security of the life policy and annuity holders as though it belonged to a company carrying on no other business than that of life assurance, and shall not be liable for any contracts of the company for which it would not have been liable had the business of the company been only that of life assurance ; and in respect to all existing companies, the exemption of the life assurance fund from liability for other obligations than to its life policy-holders shall have reference only to the contracts entered into after the passing of this act, unless by the constitution of the company such exemption already exists: Provided always, that this section shall not apply to any contracts made by any existing company by the terms of whose deed of settlement the whole of the profits of all the business are paid exclusively to the life policy-holders, and on the face of which contracts the liability of the assured distinctly appears (d). 5. From and after the passing of this act every company shall, at the expiration of each financial year of such company, prepare a statement of its revenue account for such year, and of its balance-sheet at tke close of such year, in the forms respectively contained in the first and second schedules to this act. 6. Every company which, concurrently with the granting of policies of assurance or annuities on human life, transacts any other kind of assurance or other business shall, at the expiration of each such financial year as aforesaid, prepare statements of its revenue account for such year, and of its balance sheet at the close of such year, in the forms respectively con- tained in the third and fourth schedules of this act. 7. Every company shall, once in every five years if established after the passing of this act, and once every ten years if established before the passing of this act, or at such shorter intervals as may be prescribed by the instrument constituting the company, or by its regulations or byelaws, cause an investigation to be made into its financial condition by an actuary, and shall cause an abstract of the report of such actuary to be made in the form prescribed in the fifth schedule to this act. 8. Every company shall [on or before the thirty-first day of December (0) By 34 & 35 Vict. v. 58, § 1, this money was to be paid into the Court of Chancery and to be dealt with in the same way as other moneys paid into that Court were dealt with ; but that section was repealed bythe Statute Law Revision act, 1883 (46 & 47 Vict. c. 39). It will now be paid into the Chancery Division of the High Court of Justice : see Dan. Ch. Practice, 6th ed., p. 2255. (c) See, also, 35 & 86 Vict. c. 41, §1, infra. (d) See, also, 35 & 36 Vict. c. 41, § 2, infra. 83 & 84 vicr. cap. 61. 1097 one thousand eight hundred and seventy-two, and thereafter] within nine Appznprx VII. months after the date of each such investigation as aforesaid into its — < financial condition, prepare a statement of its life assurance and annuity business in the form contained in the sixth schedule to this act, each of such statements to be made up as at the date of the last investigation, [whether such investigation be made previously or subsequently to the passing of this act:] Provided as follows : [(1.) If the next financial investigation after the passing of this act of any company fall during the year one thousand eight hundred and seventy-three, the said statement of such company shall be prepared within nine months after the date of such investigation, instead of on or before the thirty-first day of December one thousand eight hundred and seventy-two :] (e) (2.) If such investigation be made annually by any company, such company may prepare such statement at any time, so that it be made at least once in every three years. The expression date of each such investigation in this section shall mean the date to which the accounts of each company are made up for the purposes of each such investigation. 9. The Board of Trade, upon the applications of or with the consent of Forms may a company, may alter the forms contained in the schedules to this act, for be altered. the purpose of adapting them to the circumstances of such company, or of better carrying into effect the objects of this act. 10. Every statement or abstract hereinbefore required to be made shall Statements, &c... be signed by the chairman and two directors of the company and by the to be signed Be E ‘ ie : and printed principal officer managing the life assurance business, and, if the company | 14 deposited. has a managing director, by such managing director, and shall be printed ; with Board and the original, so signed as aforesaid, together with three printed copies of Trade. thereof, shall be deposited at the Board of Trade within nine months of the dates respectively hereinbefore prescribed as the dates at which the same are to be prepared. And every annual statement so deposited after the next investigation (f) shall be accompanied by a printed copy of the abstract required to be made by section seven. 11. A printed copy of the last deposited statement, abstract, or other Copies of document by this act required to be printed shall be forwarded by the statements company, by post or otherwise, on application, to every shareholder and “e be given i a shareholders, policy-holder of the company. &e. 12. Every company which is not registered under “ the Companies Act, 1.44 of 1862,” and which has not incorporated. in its deed of settlement section gharcholders, ten of “the Companies Clauses Consolidation Act, 1845,” shall keep a ‘‘ Shareholders’ address-book,” in accordance with the provisions of that section, and shall furnish, on application, to every shareholder and policy- holder of the company a copy of such book, on payment of a sum not exceeding sixpence for every hundred words required to be copied for such purpose. 13. Every company which is not registered under “‘ the Companies Act, Deed of settle- 1862,” shall cause a sufficient number of copies of its deed of settlement ment to be to be printed, and shall furnish, on application, to every shareholder and pat policy-holder of the company a copy of such deed of settlement on pay- ment of a sum not exceeding two shillings and sixpence. (e) The words in brackets were re- (f) “ Next investigation” means the pealed by the Statute Law Revision act, _ first investigation after the passing of the 1883, 46-& 47 Vict. v. 39. act of 1872, see § 3 of that act, infra. 1098 Apprnpix VII. Documents may be trans- ferred from Board of Trade to registry of Joint Stock Companies. Documents to be received in evidence. Penalty for Don-compliance avith act. Penalty for falsifying statements, &c. Penalties how to be recovered and applied. Notices under this act to policy-holders. Statements, &e., to be laid before Par- liament. Exceptions. *( Altered from forty-one, ptr- suant to 34 & 35 Viet. c. 58.) LIFE ASSURANCE COMPANIES ACT, 1870. [S§ 14 and 15 are printed ante, pp. 898, 899.] 16. The Board of Trade may direct any printed or other documents required by this act, or certified copies thereof, to be kept by the registrar of joint stock companies or other officer of the Board of Trade; and any person may, on payment of such fees as the Board of Trade may direct, inspect the same at his office, and procure copies thereof. 17. Every statement, abstract, or other document deposited with the Board of Trade or with the registrar of joint stock companies under this act shall be receivable in evidence ; and every document purporting to be certified by one of the secretaries or assistant secretaries of the Board of Trade, or by the said registrar, to be such deposited document, and every document purporting to be similarly certified to be a copy of such depo- sited document, shall, if produced out of the custody of the Board of Trade or of the said registrar, be deemed to be such deposited document as afore- said, or a copy thereof, and shall be received in evidence as if it were the original document, unless some variation between it and the original docu- ment shall be proved. 18. Every company which makes default in complying with the re- quirements of this act shall be liable to a penalty not exceeding fifty pounds for every day during which the default continues ; and if default continue for a period of three months after notice of default by the Board of Trade, which notice shall be published in one or more newspapers as the Board of Trade may direct, and after such publication the Court may order the winding up of the company, in accordance with the Companies Act, 1862, upon the application of one or more policy-holders or share- holders. 19. If any statement, abstract, or other document required by this act is false in any particular to the knowledge of any person who signs the same, such person shall be liable on conviction thereof on indictment to fine and imprisonment, or on summary conviction thereof to a penalty not exceeding fifty pounds. 20, Every penalty imposed by this act shall be recovered and applied in the same manner as penalties imposed by the Companies Act, 1862, are recoverable and applicable (A). [S$ 21 and 22 are printed ante, p. 634 (¢).] 23. Any notice which is by this act required to be sent to any policy- holder may be addressed and sent to the person to whom notices respecting such policy are usually sent, and any notice so addressed and sent shall be deemed and taken to be notice to the holder of such policy. 24, The Board of Trade shall lay annually before Parliament the state- ments and abstracts of reports deposited with them under this act during the preceding year. 25. This act shall not affect the Commissioners for the Reduction of the National Debt, nor the postmaster general, acting under the authorities vested in them respectively by the acts tenth George the Fourth, chapter twenty-four,* third and fourth William the Fourth, chapter fourteen, sixteenth and seventeenth Victoria, chapter forty-five, and twenty-seventh and twenty-eighth Victoria, chapter forty-three. (h) See §§ 65 & 66 of that act, ante, p. 949. (t) See cluded in a reduction, Great Britain Mutual Life Ass. Soc., 19 Ch. D. 39, s to the contracts to be in- affirmed 20 Ch. D, 351. 1099 Apprnprx VII. peateoor pue pred squnoue eq} Jo uoyoNnpep rege SJUNOUTL Jou OY} 9q PTMOYS sITNpeTPY WIT pue pxgy, 943 UT sz ‘saoueINsset-a1 Jo yoodser Ut Moooe 044 UI PUL STYY UI SUI{T—*z 97047 ‘quoureyeys oyeredes @ UI ssoutsng AyMuUUe Mey} Jo sIe[NOYLed O44 UANJoL OF SoTyINTUe Joy symnoooL ozeredes Suravy soruvdmogn— [ a7oa7 88 & 84 vict. cap. 61. F a[npeyeg puovag sad se ‘Iva aq} Jo pus oy} ¥e spuNny Jo yuNoWY i ' ! | | * (paytoeds aq 0} syunosse) syuetated 10y4() Jl) slappoyereys 0} sasnuoq pue spuaprarq | he : + quemradeueur jo sesuadxg | | UOTSSTUIULOL) | F * (paytoads aq 07 sytmoooe) sydracer 19T1O : SPUEPLAIp pue ysoreqUy : g sorymuny payueIs soryMUUeE IOF WoTyBIEpIsMOD sg ‘ ; . : * glapuerimng . suIntutelg ‘ : 3 ; * — (paansse-ar surns (‘oy8q) ; : : : reak (-oqecq) jo uoronpep age) setorjod szapan Sines * gt ay} Jo Suruurseq oy} ye spung jo yunowy| - gT —__—— surpua read om} Loy oY} Jo JUMODDW onueAsy “ATNGHHOS Sad LIFE ASSURANCE COMPANIES ACT, 1870. 1100 ‘emmparpog 4sirgq oq} UI sureyt Surpuodsori0d otfy Ur popnyotr ord sue} Oso, — ‘970M y * (paytoads aq 04) sjasse 1070 . * qunoose querINd UO pue puey TT een * — qtsodep m0 > ase qseXoyUL ‘og summtureid SurpueysnC, e : : : : : soouryeq Ss]TOSy Aytmoes Teuosxad uodn suvory 2 : (peypoods eq 04) S}WOTTSIATI TOTO . . : Aqzedoid ssnopyy F (peytoeds aq 04 syunod08) x Auvduros ay} Aq SULMO sums I9YIO ApPEenDIx VIT. e +2 (Axeurpao pus souarozord) sorvys ‘oq Te Ge x Pred qou ynq pagywape suure[) ; : sy004s ms amyuaqep pUuk samnyuaqep LeyJo puE Lemprey 5 SPOS Pana ed eM TL ‘ ‘op qUETIUIEAOS USIE107 —— "+ SoWMNoas JUATMUTIAOH [EMMOTOD puv WeIPUT ‘+ payroeds oq 0} ‘Lue fi ‘spung 10y10 ; * sortMoas TWOMIUIIAOH YSTIME TT 2 SJWOULISIAT] eae : (Aue jt) puny A4ymury ae : ; * gororfod s Auedtmoo oy} UO suUvOTT : : : : : * puny souvanssy : wopsury peytuy 9y4 Jo quo 0 ‘od * Wopsury peaztg oy umm Aytedord uo sosesyroyy f° + (Kuve x) dn pred jeqtdeo sroppoyereyg p 8 F “SLESSY p38 F *‘SUILIILGVIT Oi oy} WO OY} JO JooYSs vouvpeq ‘ATAGHHOS CNOOUS 1101 88 & 84 vict. cap. 61. F F ‘a]Npayos STZ JO syUN0IDe 19q}O oqy Ut poyer0d.100ut W99q VAVT SUIO4T OT} JT pormbet jou ST FUNODNG SIG T— "920A 5 ormpeyg Yynog Jed sv soured . * squemted 107109 * (pegtoods aq 04 syunoooe) pastyTeat sso sjun0s0e 10q4O 07 posivyo you sosusdxy * sroppoyareys 0} sesnuoq puv spusplalq *INQ000V anpeypg qyAnog rod se anek ee i puny sdUeInsuI ag Jo yUNoUTy peypads aq 0} squamded 19430 : UOTSSTUIULOD * quomoSeueu Jo sosuadxq gOOURINSSY-O1 JO MoONpep 1o9ze ory Aq SOsso] “ENO ‘quomoyeys oyeredos @ UI ssousnq AyMUTE ToYy Jo sIvfNoTed oy} U a[npeqog qanoy sod se ‘reok 944 yo puo oY} 4@ PUN oouVINsse ojI] Jo JuNOMY * (poypoods eq 04 syumoooe) syuourfed 19440 * quommeseueul jo sosuod xy MOISsTUIULOL, * soymuuy ‘ siapualmMg eS (poansse-24 SsoT GNV zrgoug (* F . 8 . . . . . . $3d19001 107110 (peytoods aq 03 syunodoe) past[ver yyorg * syuoDoE 19y}0 04 P2LIVd JOU SpUaplAlp pue 4sor9zU] : * qunoooe s,reek qsvuy Jo aouereg € ON) oooy aut (° ‘ON) sums yo uoNonpop sayze) soforfod oj] Jopun smIViy (‘ayeq) F F poyioads aq 04 sydradax 19T10 pena seo a MERU LeE es “pearooar sume 4 * aeok 9Y} Jo Surmurseq oy} yv pUNj soUVINSUI 019 Jo JUNOUTY ANJOL OF SOGMUMY Toy SyUMOdoe oyeIvdes Suravy soruedutoyy— ‘azo Ar : "i : (pegmeds 9q 0} s}UNODIE) Sydreo0r TETIC, SpUOpIAIp pure 4sor0qUT * ~poqyueld solyMuUe Loy UOTBIOpIsu0D ‘ Sruntmead paneet: ol jo TOLIMPEP! 19qye ‘suMTmeIg qeok ey} jo Simin oy} ye PUN} douRNsse oy] Jo yuNoUY ‘LNQOOOW SONVUASSY TAIT (‘TL “ON) Surpue reek a q4 tof aT} JO SJUNOIOW ontesdy ‘ATOGHHOS CuTAL ‘qunoooe ayervdes & UT poye}s JOUULOL OL] UI oq 0} Joo1oy} ornqrpuedxe pu owooUT oy} ‘Wo poLireo ST ssouIsng Jo YouRrq Tayo AUB Jo SULIeUL UOT M—"azOAT ru) LIFE ASSURANCE COMPANIES aAcT, 1870. 1102 ‘uLIO} BAoge otf} eatesqo 04 st Aueduros oy} sqoadser? 19430 Ur syeredes & ‘sxopjoy-Aotjod ey] 944 Jo AyLMoes 908 94} Joy pun ‘ofpayag puodsEg 04 a30U os]s deg °B OINPSYOY Ur pouyezuoo urz0y 944 Ur uoATS oq Acur YOUBIG OFT] OY} 1OJ yooqs-souvTeq F ynly oqeredes v GoW sIqy Jo F WOToos YILA BoULpIODR UL ‘ST puny souwnsse osI[ OT TT y F F : , * — (paytoads aq 09) syosse rey9Q |—-_——_—- — “e ‘ : (peytoeds oq 04 syunos es PTNOO08 qSTID: wo ae 3 ye ane om es SuULMO Hn r3TIO seg Op auLreUr od . qsoxoqut og Sossol BIy SUIPULysINC : stuntwueid Sutpueysyng ; a : x pred 404 ‘i soouryeq squad a : = Aytanoes peuosied code a p 8 F PESO MRE, a gem e * (payroads aq 09) syustayseaut 1eTO F ae : : “+ * Aqtadoad esnoxz (Areurpzo pur aouerejord) soreys od : ; * — peytoods aq 09 ‘Aue yr ‘spuny 1019 ona ee age gs Th ae Ls ah ee 839038 ; . 1 sINjUeqep PUB seINyUaqep IeyJO pue Dues ; : ae » reer ee ey a Be aa ustax0g puny sureyy rae : ‘op Tetao[oH pue uerpuy ‘ : ; puny oh ° é ; SolLMdes JUSIUIEACH YsTIg UT : S]TOUSOATT nee SE ain : : : serorfod s Aueduroo 94} uo steoy oe ae * wop3ury parma ey} Jo yno ‘op od (Auv Jt) puny eadoser perouax Wopsuly payug ey uryytm Lyzedoad uo SOSVS}IOPY [eyideo srapjoysaryg ‘Dp 8 § “SLassy ‘p F ‘SHLLITIAVI'T SL ay} uo ay} JO yooys sowepeg ATOGHHOS HLYOOd 83 & 34 vicr. cap. 61. FIFTH SCHEDULE. STATEMENT RESPECTING THE VALUATION OF THE LIABILITIES UNDER LIFE POLICIES AND ANNUITIES OF THE » TO BB MADE BY THE ACTUARY. (The answers should be numbered to accord with the numbers of the corresponding questions. ) 1. The date up to which the valuation is made. 2. The principles upon which the valuation and distribution of profits among the policy-holders are made, and whether these principles were determined by the instrument constituting the company, or by its regulations or byelaws, or otherwise. / 3. The table or tables of mortality used in the valuation. 4. The rate or rates of interest assumed in the calculations. 5. The proportion of the annual premium income, if any, reserved as a provision for future expenses and profits. (If none, state how this provi- sion is made.) 6. The consolidated revenue account since the last valuation, or, in case of a company which has made no valuation, since the commencement of the business. (This return should be made in the form annexed.) 7. The liabilities of the company under life policies and annuities at the date of the valuation, showing the number of policies, the amount assured, and the amount of premiums payable annually under each class of policies, both with and without participation in profits; and also the net liabilities and assets of the company, with the amount of surplus or deficiency. (These returns should be made in the forms annexed.) 8. The time during which a policy must be in force in order to entitle it to share in the profits. 9. The results of the valuation, showing— (1.) The total amount of profit made by the company. (2.) The amount of profit divided among the policy-holders, and the number and amount of the policies which participated. (3.) Specimens of bonuses allotted to policies for 100I. effected at the respective ages of 20, 30, 40, and 50, and having been respectively in force for five years, ten years, and upwards, at intervals of five years respectively, together with the amounts apportioned under the various modes in which the bonus might be received. 1103 Apprnprx VII. LIFE ASSURANCE COMPANIES AcT, 1870. 1104 Avpenpix VII. fe NF a[Npeyog (pap, 10) ysx1q tod sv ‘portad ayy jo pue oy} ‘—g] § uo spuny jo junowy * (pagtoads oq 04 syunooar) sprouted r3TIO (Aue Jr) stoppoyareys 0} sosnuogq pue spuaplaiq . : me OE yuowaseweut Jo sosuad xq WOISSTUULOF) * sarymuuy * siapualing * (pornsse -aI swins JO UoT}oNpoep raqye) sarorjod rapun swireyO Surpua pur steat toy ; * — (paytoads aq 0} syunodoe) sydraver 1ay39 * SPUSPLAIp pue ysatoyU] * payULAS satyMUUL Iof UoTyeIaptsu0g (stantward osuvmese-ar Jo UotoNpep Joye) summary *avad ayy Jo Suruutseq oy} ‘eT ° wo spuny jo yunowy Sutueww09 YY JO JUNO ontaaay payeprfosuog Camper, YYLY oy} Ut g ‘oN Surpeay aopun 07 poatayaa W407) 33 & 84 vicr. car. 61. a | | | ‘poysiuing oq 4sntt eAoqe 94} 0} ULAOy UI Ie[TOITs se_npeqos ayeredos ‘Kuedmoa ay} fq poydope sorqey Apepom uvedommg oT} ueyy ToyJO so[qez Wo!Z peonpap TNIMeId Jo sayet ye AQUNOD Aue JO} JO UT pansst are $9|Nsea 9T]4 Jo [eIO], * — (pagreds aq 09) sassvyo 10999 “SHILIONNY Aue yt ‘syaouysnlpy ~ | saouvInsse Jo yunowe JON SoOUeINSSv-ot Zon pad * SIOUBINSse [2JOT, sqzyord qnoyyia saouenssy [C40], (paytoeds oq 03) sasse]o 104109 sspyoud uy uonndryand moyns{ “TI szyord YIM soouRIMssy [eo], serorjod J] ‘wmruraid yors3u00 wMMTUITT ay} UI Joy popracad you ystx Aue 10y oFrego 99 urout of uayLy oq [[eYsS YY Sly UL, UNTUIETd wyxe,, T1194 aL m opyerpowmuly ‘olqeked summed viqyxqy + gy] JO WILLA} aTOTA IOq * atqeded sunturoid wayxq (payroads oq 03) sassepo zomg | OFT] JO UIIO} OOM TOT ‘sqyfoud ur uoundousnd yA “YT “‘SHONVUOSSV 2 *poqndarod pi] ‘sumuimerd | ‘sesnuoq . Ana ‘sommiueid Ajzeok = |pue_painsse poured ‘suuntmerd | "sasuuoq ‘sorotfod PN Ayxeak 4ayt ayo sung 7 . 28 calls on. See CALLS cancellation of unissued, act of 1877, s. 5 cash to be paid for, s. 25 certificate of title to, right to demand, A. 2— evidence, s. 34 forfeiture of, A. 17—22 joint holders of notices to, A. 96 receipts by, A. 1 votes of, A. 46 new regulations as to, A. 27, 28 transfer of, generally, s. 22, and A. 8—11 form of, A. 9 on death, s. 24, and A. 12—16 on bankruptcy or marriage, A. 12—16 after commencement of winding up, s. 153 in companies registered under the acts of 1856— 1858, s. 17 votes conferred by, s. AQ, and A. 44 SHAREHOLDERS, See MEMBERS and CoNTRIBUTORIES SHARE WARRANTS, s. 27—36 SIGNATURES, &c. to be judicially noticed, s. 125, 128 SOLICITOR, to liquidators, s. 97, and r. 68 fees of, on petitions to reduce capital, r. 21 SPECIAL BUSINESS, A. 36 SPECIAL RESOLUTION, what is, 3. 51 altering articles by, s. 50 to be notified to registrar, s. 53 member entitled to copy of, s. 54 to change name, s. 13 to reduce capital, s. 9 to subdivide shares, s. 22 as to unlimited liability of directors, s. 8 SPECIALTY DEBTS, monies due from members under company’s articles are, s. 16 unpaid-up capital of company limited by guarantee, s. 90 calls in winding up are, s. 73 STAMP, on articles of association, s. 16 on memorandum of association, s. 11 on share warrants, s. 33 on shares registered in colonial registry, act of 1883, s. 3 (7) [N.B.—In this Index ‘“s.” means section, “!A.” means Table?A., and ‘r.” means rule. The references in black type refer to the Act of 1867, and the rules of 1868. J 4p2 1140- INDEX NO. I. TO ACTS AND RULES. STANNARIES, registration of companies working mines in, s. 4 enlargement of jurisdiction of, s. 68 power of court of, to correct register of members, s. 35 to compel inspection of register of mortgages, s. 43 decision of questions of lien in, s. 115 orders of, how enforced, s. 120 appeal from order of, s, 124 winding up in court of, s. 81, 83 power to make rules for winding up, s. 172 proof of debts in, s. 108 STATEMENT, annual, to be made to registrar, s. 26 to be laid before general meetings, by directors, A. 79—82 hy liquidators, s. 142 to be kept in offices of certain companies, s. 44 required to be made by the Life Assurance companies act, L. A., 1870, ss. 5—8 See, also, Lire AssUrANCE CoMPANIES STATUTES REPEALED, s. 205, and sched. 3 of act STAYING, actions and suits when company is being wound up, before winding up order, s. 85, 197, 201 after ditto, s. 87, 198, 202 by limited company until security is given for costs, s. 69 winding-up proceedings, s. 89 “STOCK, conversion of shares into, s. 12, 28, 29, and A. 23—25 certificate of title to, s, 31 rights of holders of, A. 24, 25 SUBDIVISION OF SHARES, gs, 21, 22 SUBSCRIBERS to memorandum of association, form company, s. 6 shares to be taken by, s. 6, 14 the first directors, A. 52, 53 SUMMARY, annual, to be sent to registrar, s. 26, 27 SUMMARY PROCEEDINGS, for recovery of penalties, s. 65 for inspection of register, s. 32 against contributories, to examine fhem, s. 118 to arrest them, if about to abscond, s. 118 to compel them to pay money, s. 101 for enforcing delivery up of company’s property, s. 100 SUMMONS, service of, on company, s. 62 in winding-up proceedings, r. 63 applications to be made by, in winding-up proceedings, to proceed with winding up, r. 7 to appoint provisional liquidator, r. 15 to make calls, r. 33 other cases, r. 50—74 | N.B.—In this Index ‘‘s.” means section, ‘‘ A.” means Table A., and “r.” means rule. The references in black type refer to the Act of 1867, and the rules of 1868. ] INDEX NO. I. TO ACTS AND RULES. 1141 SUPERVISION OF COURT, winding up, subject to, s. 147—152 See WINDING UP SURPLUS ASSETS, distribution of, s. 109 TABLE A., to what companies it applies, s. 15 power of companies to adopt, s. 14 not to apply to companies not formed under act, s. 176, 196 power of Board of Trade to alter, s. 71 TABLE B., not repealed as to companies to which it applies, s. 206 power to alter, s, 176 TAXATION OF COSTS in winding up, r. 72 TERMINATION of winding up, r. 65—67 TIME for appealing, s. 124, and r. 56 for holding meetings, A. 29—34 for proving debts in winding up, s. 107 from which winding up dates, s. 84, 130 at which act comes into operation, s. 2, 209 at which companies formed under acts of 1856—58 are to be considered as registered, s. 176 of dissolution of company, s. 111, 143 power of court to enlarge, &c., r. 24 TRADE, See Boarp oF TRADE TRANSFER BOOKS, close of, A. 11 TRANSFER OF BUSINESS of life assurance companies. Sec AMALGAMATION TRANSFER OF SHARES, generally, s. 22, and A. 8—16 form of, A. 9 on death, s. 24, and A. 12—16 on bankruptcy or marriage, A. 12—16 after commencement of winding up, s. 153 in companies governed by acts of 1856—1858, s. 178 register of, at request of transferor, s. 26 - stamp duties on, when registered in colonial registry, act of 1883, s, 3 (7), (@) TRANSFER OF STOCK, A. 24 TRUST DEEDS for benefit of company’s creditors, void, s. 164 TRUSTS not to appear on register of members, s. 30 UNLIMITED COMPANIES, registration of as limited, act of 1879, s. 4 effect of, act of 1879, s. 4 UNREGISTERED COMPANIES, winding up of, s. 199—204 (N.B.—In this Index ‘‘s.” means section, “ A.” means Table A., and ‘y.” means rule, The references in black type refer to the Act of 1467, and the rules of 1808. ] 1142 INDEX NO. I. TO ACTS AND RULES. VACANCIES ' amongst directors, A. 62, 64 official liquidators, r. 16 VALIDITY of proceedings at meetings, s. 67, and A. 71 of irregular acts, s. 67, and A. 71 VALUATION of claims against company being wound up, ». 158, and r. 25 of annuitics and policies of life assurance companies, L. A., 1872, s. 5, and schedule 1 VESTING ORDER, power to make, s. 203 VICE-WARDEN, Sce STANNARIES VOLUNTARY winding up, s. 132—146 See WINDING UP VOTES, how to be given at company’s meetings, s, 52, and A. 43—51 chairman's casting vote, A. 43 how to be given at meetings summoned in winding up, r. 45—47 WAGES, priority of in winding up, act of 1883, s. 4 WINDING UP, generally, of companies formed under the act, s. 74173 of companies registered, but not formed under the act, s. 196—198 of unregistered companies, s. 199—204 of companies being wound up on 2nd Noy. 1862, s. 207 of companies registered in Scotland, act of 1886 of life assurance companies, L. A., 1870, s. 21 of companies subsidiary thereto, L. A., 1872, s. 4 registration of company for purpose of being wound up, s. 180 by the court, s. 79—128 See PRAcTICE and Forms voluntarily, s. 129—146 subject to supervision of court, s. 147—152 books of company, evidence in, s. 154 disposal of, s. 155 inspection of, s. 156 business of company, power to sell, s. 161, 162 calls in. See CALLS commencement of winding up by court, s. 84 voluntarily, s. 130 contributories in. See Conrripurorizs costs of, s. 110, 144, and r. 70—72 court for, and its powers. See Courr in County Court, s. 41 and 44 creditors, compromises with, s. 159, 160, and act, 1870, s. 2 consulting wishes of, s. 91, 149, and r. 45—47 proof of debts by, s. 158, and r. 20—28 time for, s. 107 Sce, also, CREDITORS (N.B.—In this Index “s." means section, “A. means Table A., and ‘‘r. means rule. The references in black type refer to the Act of 1867, and the rules of 1868. ] INDEX NO. I. TO ACTS AND RULES. 1143 WINDING UP. -continaei?. directors, ordering prosecution of, s. 167, 168, and r. 51 See, also, Dikecrons dissolution of company after, s. 111, 143, and r, 65—67 effect of, where winding up is voluntary, s. 131 where winding up is subject to supervision of court, s. 151 on dealings with shares in or property of company, s. 153 on actions, &e , s. 85—87, 197, 198, 201, 202 on executions, &e., s. 163 examination of persons concerning alfairs of company, s. 115—118 liquidators in. See LiquripArors order for by the court, when to be made, s. 79, 86, 199 effect of, on creditors, s. 87, 198, 202 registration of, s. 88 subject to supervision, when to be made, s. 147 effect of, s. 151 orders in, enforcing, s. 120—123 appeal from, s. 124 See Court petition for. See PETITION practice in, seer. 74 temporary preservation of old, s. 170—173 power of court to make rules for, s. 170—173 Sce PRACTICE proceedings in voluntary, adoption of, s. 146, 147 property of company, ‘ delivery up of, s. 100 dealings with, s. 153, 163 sale of, r. 32 resolution for voluntary, s. 129 effect of, s. 131 advertisement of, s. 132 rules for, power of court to make, s. 170—173 scheme for, s. 159 staying actions, &c., pending, s. 85—87, 197, 198, 201, 202 staying proceedings in, s. 89 surplus distribution of, s. 109, and r. 65, 66 WITNESSES, EXAMINATION OF, by inspectors, s. 58 in winding up, s. 115—118. See Forms before special commissioners, s. 126 in Scotland, s. 127 WOMAN, liability of married, to be made contributory, s. 78 {N.B.—In this Index “‘s.” means section, ‘‘ A.” means Table A., and ‘“‘r,” means rule. The references in black type refer to the Act of 1347, and the rules of 1868.] GENERAL INDEX. ——e ABANDONMENT of railways, 618, 901 e¢ seq. ABATEMENT OF ACTIONS. See InpEx No. I. ABORTIVE COMPANIES, calls on subscribers to, 32 expenses of forming, 30 recovery back of deposits by subscribers, 29—35, 589 winding up of, 632 who are contributories on the winding-up of, 763 See CONTRIBUTORIES ABSENTEES from meetings, how far bound by what takes place at, 811, 389 ACCEPTANCE of application for shares, 13 et seg., 769 et seq. must be by proper authority, 14, 770 must be in a reasonable time, 15, 770 must be before revocation, 13, 770 must be in accordance with the offer, 16, 770 of bills. See Bitts oF EXcHANGE of shares, 13 ct seg. See ALLOTMENT SHARES on conditions, 778 et seg. of transfer by company, effect of in winding up, 828 ct seq. want of, 831 ACCORD AND SATISFACTION not payment in cash, 784 ACCOUNT AND NAME DAY on Stock Exchange, 502 ACCOUNT, actions for against directors for money improperly applied, 571 for contribution between promoters of companies, 606 in illegal companies, 139 in ordinary companies, 594 where company abortive, 594 approved by majority, 317 audit of, 443 duty to keep, and the right to inspect, 439 under Companies clauses consolidation act, 441 under Companies act, 1862, 442 under Life assurance co. act, 445 under Stannaries act, 1887, 445 false and fraudulent, 446 inspection of by Board of Trade, 444 in an action, 440 mandamus to permit, 440 under Companies act, 1862, 442 wnder Companies clauses consolidation act, 441 1146 GENERAL INDEX. ACCOUNT—continued. injunction to restrain publication of, 593 liquidators’ accounts, 704 opening settled accounts, 594 statements as to, required from various companies, 444 taken in an action by some on behalf of others bind all, 570 ACQUIESCENCE f as between principal and agent, 377, note (x) in surrender of shares, 518 e¢ seq. notice of irregularity implied from company’s books, not sufficient, 518, note (¢) of ais effect on liability of directors for assets lost, 377 of subscriber to a company in change of scheme, 25. See CHANGE OF ScHEME ACT OF PARLIAMENT company required by statute to pay expenses of, 146, 400, 606 expenses of obtaining, when not payable out of funds of company, 321, 322 See STATUTE ACTIONS. See InpEx No. I. 1. by and against companies generally, 262, 559 after amalgamation, 264 by Attorney-General, 264, 580 by and against official liquidators, 705 et seq. public officers, 265, 564. See Punnic Orricrrs of companies governed by 7 Geo. IV., ¢. 46, 265 7 Will, IV. & 1 Vict. c. 78, 270 by one member alone, 566 by some on behalf of themselves and others, 565 ct seq. instances of, 571 companies empowered to sue and be sued, 265, 564. See Pusiic OFFICER other unincorporated companies, 270, 559 being wound up, 263, 669 et seq. ontrolling majority, 572, 578 minority, 581 foreign companies, 263, 911 fraud and misconduct, 576 2 general doctrines as to interference between members of companies, 574 et seq. incorporated companies, 562 ; on contracts answerable out of funds of company, 246 et seq. on instruments not under seal, 220 et seg. See ConTRACTS restraining, against companies being wound up compulsorily, 672 voluntarily, 883 security for costs, 263 2. between companies and their members generally, 559 et seq. incorporated companies and their members, 559 unincorporated companies and their members, 559 public officers and shareholders, 561 pursers of cost-book companies and members of company, 559 note (d) creditors (at instigation of a company) and shareholders, 559, 560 particularly for calls, 427, 564 evidence on, 428, 440, note (4) dividends, 437 rectification of register, 63 wrongfully forfeiting shares, 534, note (/) right to use the company’s name, 573 GENERAL INDEX. 1147 ACTIONS—continued. 8. miscellaneous between promoters of companies, 605. See PromoTERS costs of, by or against directors, when payable by company, 321 for account, 594 contribution, 606 damages for fraud, 88 ct seg. See Fravp discovery, 594 expenses of formation of company, 146 injunction, 596 et seq. mandamus, 603 et seq. receivers, 602 recovery back of deposits, 29—35, 589, 607 evidence in, 30, note (y), 34 rescission for fraud, 74 e¢ seg., 589. See Fravp specific performance, 585 cé seq. in connection with forged transfers, 483 to enforce indemnity, 588 to restrain calls, 572 payment of dividends, 571, 574 against shareholders (by creditors) sci. fa., 276, 280, Sce ExEcurion by brokers against their employers, 512 malicious petition to wind up, 614 on sales of shares. See SALE OF SHARES by purchaser against seller, 498 seller against purchaser, 498 in companies being wound up, 672 under Companies act, 1862, 672 staying in such cases, 672 et seq. old acts, 669 et seq. ADEMPTION of legacies of shares, 541 ADJOURNED MEETINGS. See MErTInGs notice of, 807 power of, 307, 308, 341 poll on question of adjournment, 311, note (g) ADJUSTMENT of rights of contributories amongst themselves, 852, 867 ef seq. ADMINISTRATION of estate of deceased shareholder by liquidator, 709 See DEaTH, EXECUTOR ADMINISTRATOR of convicts, 38 See EXECUTOR ADMISSION of membership, 64 not uecessarily conclusive, 65, 768 of one promoter, when evidence against another, 145 mistaken, of liability, 145, note (/) when binding on company, 183 ADVANCES by directors for benefit of comyany, 198, 880 et seq. See Loans ADVERTISEMENT of petition to wind up company, 655 of winding up order, 684 of appointment of liquidator, 702. See Notice. And Inpex No, I. 1148 GENERAL INDEX. AFFIDAVIT by public officers, form of, 269 verifying petition to wind up, 637 And see InDEx No, I. AGENCY, doctrines of, as applied to companies in process of formation, 148 ct seq. when formed, 154 ct seq. directors, 155 et seq. employés, 159, 160 promoters, 143 et seq. servants, 159, 160 subscribers, 144 et seq. See also AGENT; AUTHORITY; Imptiep Powers ; LraBiLity AGENT, acting beyond limits of their employment, company not bound, 161, note (7), 210, 886 notice to, 205 representations by, 207 carrying on business by, when registration necessary, 114 covenants by, 240, note (/) excess of authority, liability for, 240 frauds of, liability of company for, 211 et seq. liability of, to company for agreeing to purchase shares without authority, 494 may be a contributory, 762, note of companies, directors, 155. See DirEcTors members not, 154 promoters, 146. See PRomorERs not directors, 159 irregularly appointed, acts done by, 159 limits of authority of, 161 et seg. to act in judicial proceedings, how appointed, 264—265 right of, to indemnity, 380 selling his own property to his principal, 357 et seq. signature of memorandum by, 119, note (b) ; 797, note (7) torts of, liability of company for, 208 et sey. warranty of authority, 241 See also AGENCY ; AUTHORITY ; IMPLIED Powrrs ; LIABILITY AGREEMENTS, to place shares, 769 to take shares, 13 et seq. ; 760 ef sey. action for breach of, 498 e¢ seq. completed by allotment and notice, 14, 766 ct seq. conditional, 17, 778 et seq. repudiation on ground of non-performance of conditions, 778 et seq. directors have no implied power to release person from, 520 effect of, 18 enough to make a person a contributory, 760 ct seq. party to, when not a contributory, 769 ct seq. specific performance of, 586 unconcluded, 16 void and voidable, when persons are contributories in respect of, 777 writing, when necessary, 761 to underwrite shares, 761 as to issue of fully paid-up shares. See Parp-up SHARES See also Conrracts; ReEscission or Contract; Srrciric Per- FORMANCE ALIENS, 36 ALLOTMENT OF SHARES, 18 et seq. applicant for, when a contributory, 760 et seq. when not a contributory, 760, 769 et seq. GENERAL INDEX. 1149 ALLOTMENT OF SHARES—continued. cancellation of improper, 521 invalid, when 17, 18 letter of, what, 14 requires a penny stamp, 14 production of, in actions for deposits, 30, note (y) must be by proper authority, 14, 300 notice of, must be given, 14, 769 what sufficient, 14 applicant may dispense with, 15 revoking application for shares before, 13, 14, 770 time for, 15 when not acceptance of application, 770 with notice of change of scheme, 25 See, also, Scrip; SHARES ALLOTTEES, acting as shareholders, effect of, 14, note (%) of scrip and shares in formed companies, when contributories, 761 in abortive companies, when contributories, 763 when contributory though without notice of allotment, 769 payment by, when a condition precedent to becoming a shareholder, 44, note (7) See ALLoTMENT; Cats; ContTrisuTorTEs; Scrie; SHARE- HOLDERS ; SHARES ' 4 ALLOWANCES to promoters on rescission, £53 to directors, 388 AMALGAMATED COMPANY, actions against, 264 liability of, 258 ct seq. on bills given for the debts of the constituent companies, 165, 166 life assurance companies, how wound up, 643 proof of debts against, on winding up where amalgamation is intra vires, 734 proof of debts against, on winding up where amalgamation is ultra vires, 735 winding up of, 641, 643, 734 AMALGAMATION OF COMPANIES, 891 e¢ seq. effect of, on contributories when ultra vires, 774 on sureties, 258, note (2) on securities, 258 liabilities, 258 et seq. on policy holders, 259 injunction to restrain, 598 meaning of, 891 modes of effecting, 893 under Companies act, 1862...894 of Life Insurance Companies, 898 Cost-Book Companies, 326, 899 power of, 183, 323, 891 : general power of managing does not give, 183 rights of creditors, 896, 897 dissentient members, 895 specific performance of agreements for, 585 AMBASSADOR, cannot be sued for calls, &e., 36 not contributories, 757 AMENDMENT of petition to wind up, 655 1150 GENERAL INDEX. ANNUAL lists under Companies act, 1862...125. See RETURNS, OFFICIAL after a return of paid-up capital, 405 And see Inprx No. I. ANNUITANT, in insurance companies. See Poticy HoupErs rights of, on transfer of business, 250, note (0) rights of, in winding up, 737 ANNUITIES, valuation of, in winding up, 732 : APPEALS, 7 against order in settling list of contributories, 748 by creditor whose claim in winding-up is disallowed, 715 from order on winding-up petition, 661, 699 orders in winding up, 697, 698 orders for calls, 849 in actions by some on behalf of themselves and others, 570 And see INDEX No. I. APPEARANCE, persons entitled to appear on winding-up petition, 658 APPLICATION FOR SHARKS, 13 et seq. after company has been formed, 28 effect of alteration in articles of association, 29, note (¢) before formation of company, prospectus not adhered to, 19 et seq. change of scheme authorised by form of application, 23 conditional, 17 form of, common, 16 note (2) revocation of, 13, 14, 770 See ALLOTMENT ; CONTRIBUTORY ; SHARES APPLICATION OF MONEY improperly borrowed, 188, 235 ef szg.; 381 et seq. APPOINTMENT, of liquidators, 699. See LiquipaTors of officers, mandamus to compel, 604 taking shares on faith of obtaining, 83 APPORTIONMENT of interest and dividends, 546 of rent due iu windiug up, 681 of rates, none, 681 ARBITRATION, under statutory enactments in benefit building societies, 921 in industrial and provident societies, 916 valuation of share of dissentient shareholder on sale of companies assets, 896 when binding on company, 184 ARBITRATOR, appointment of, under Lands clauses act, 228 ARRANGEMENTS, between company and its creditors, 711 between railway companies and their creditors, 904 See Compromise and InpEx No. I. ARREST, liability of company for, 209 of debtor, effect on charging order, 462 power of court to order, in winding up, 692, 696 See Inpex No, I. GENERAL INDEX. 1151 ARTICLES OF ASSOCIATION, adoption of a contract in, 147, 148 alteration of, after application for shares, 29 note (¢) effect of, on subscriber to memorandum, 119 ratification without, 177 contents of, 117, 118 construction of, 118 how far a contract, 147, 792 invalid when, 119 power to alter, 119, 334 how to be exercised, 343, 344 registration of, 118 stamp on, 118 Table A., 118 when necessary, 117, 118 See DrEp oF SETTLEMENT; MEMORANDUM OF ASSOCIATION. See InDEx No. I. ASSAULT, liability of company for, 209 ASSENT to transfer of shares after winding up, 833 ef sez. before winding up, 464 et seq. See TraNsFER OF SHARES ASSETS, distribution of surplus in winding up, 867 ef seq, 885 liability of directors for, if lost, 371 sale of, of company on voluntary winding up, 882, 883 unpaid capital to be estimated as, 631 ASSIGNEE of debt, set off against, 275 ASSIGNMENT of debt by creditor petitioning for winding up, effect of, 637 as regards set-off, 275, 739 et seq. of shares in companies. See SHARES; TRANSFER OF SHARES ASSOCIATION, articles of, under act of 1862...117. See ARTICLES OF ASSOCIATION memorandum of, under act of 1862...117. See MemoranpuMm orf Assocta- Tiox. And see InpEex No. I. what is not an, within the meaning of the Winding-up acts, 617 what must be registered, 114 ASSUMING to act as a corporation, if illegal, 130 et seq. ATTACHMENT against corporations, 279 directors of corporations, 279 of shares in the Mayor’s court, 463 after winding up, 674 of debts after winding up, 678 ATTENDANCE in proceedings after winding-up ordcr, 687 on settling list of contributories, 746 ATTORNEY-GENERAL, actions by, against comp nies, 264, 580 AUCTION, sale of shares by, 497 1152 GENERAL INDEX. AUDIT of accounts under Companies clauses consolidation act, 441, 442 under Companies act, 1862...443 other companies, 445 AUDITORS, duties of, 374, and note (7) under Companies clauses consolidation act, 441, 442 under Companies act, 1862, 443 And see [INDEX No. I. AUTHORITY. See AGENT; Direcrors; ImpLizp PowErs agents exceeding, 240 in matters of fraud, 211 of tort, 209 of agents of companies, 161 ef seq. of directors, 155 et seq. delegation of, 156 in particular cases, 183 ct seq. of members to bind company, 154 of promoters to act for each other, 143 ct seq. to bind subscribers, 144 revocation of broker's, to buy shares, 512 warranty of, by agents, 88, 241 BALANCE ORDERS, 847 BANK CHARTER ACT, 136 note, 1013 note BANK NOTES, issue of, 186 note, 1013 note unlimited liability of limited banking company in respect of, 855 wrongful detention of, 209 BANK OF ENGLAND, privileges of, 136 note, 1013 note liable for wrongful detention of notes, 209 BANKERS, issue of notes by, 136 note, 1013 note of contributories liable to be examined when, 691 overdrawn accounts with, 196 partnerships, when to be registered, 114 paying cheques drawn by de facto directors, 196 returns to be made by, 136 statutes relating to, 186—138, 1013 note securities, loss of, 209 BANKING ACCOUNT, directors having no power to borrow may not overdraw, 196 BANKING COMPANIES, actions by and against public officers of, 265 et seg. chartered under 7 & 8 Vict. c. 113...129 shareholders in, 129 classes of, 1013 note execution against members of, 285. See Execurion issue of notes by, 136 note (2), 1013 note : liable for securities carelessly lost, 209 note on, 1013 power of directors of, to borrow moncy, 190 registration of, under Companies act, 1862...114, 138, 1013 note shares in, sale of, 489 not within the Statute of Frauds, 453 nor within the Mortmain acts, 452 GENERAL INDEX. 11538 BANKING COMPANIES—continued. statements of accounts to be made by, 444 stopping payment, effect of, on authority of public officer, 268 unlimited liability of limited, in respect of notes, 855 See CoMPANIES GOVERNED BY 7 Gro. 4, ce. 46, p, 109; Pubic OrFicErs ; Inprex No. I. BANKRUPTCY, effect of, on director’s liability, 374 promoter’s liability, 349 in disqualifying a director, 302 note (e), 337 of companies, 610 of public officer, effect of, 268 of shareholders, 549 ct seq. company, how far dissolved by, 550 petition by company against shareholder, 549, 550 proof by official liquidator, 708 transferor to a bankrupt transferee in respect of his rigut to indemnity, 554 unincorporated companies, 554 for calls, 426, 555 et seq. against contributory, 556, 708 debts, 554 set-off in, 557, 748 shares are not in bankrupt’s reputed ownership, 551 vest in trustee, 550 subject to right of disclaimer, 553 et seq. when liable to be made bankrupt, 549 who a contributory in case of, 815 rules of, applicable in winding up companies, 685 note (4), 719 winding up in, 616 And see INDEX No. I. BENEFIT, effect of having had, of contracts, 235 et sv7. of borrowed money, 381 et seq. BENEFIT BUILDING SOCIETIES. See Burtorne Socreries BEQUEST. See Lecacy BILL IN PARLIAMENT, agreement for withdrawal of opposition to, 153 powers of company in regard to, 186 See also Act oF PARLIAMENT ; STATUTE BILLS OF EXCHANGE, 185, 230 e¢ seg. See also Promissory Notes actions on, by public officers, 267 buying up, in order to set off against company in winding up, 739 directors accepting, in excess of power, liability of, 242 effect of having given, on company’s lien, 458 form of, under Companies act, 1860 effect of, on liability, 231 et seq. how to be accepted by companies governed by 7 & 8 Vict. c. 110...225 note (/) 8 & 9 Vict. c. 16.,.226 Companies act, 1862...228 liability of companies on, 230 et seq. directors on, 231 et seq. where ultra vires, 231 note (i) power of company to draw, 185 official liquidator to draw, 708, 709 BILLS OF SALE, debentures of company, registration of, 198 given by a company, 203 note (p) validity of, against liquidator, 707 note (¢) L.c: *L 1154 GENERAL INDEX. BLANK TRANSFERS, 471 et seq. deeds in blank, 472 effect in equity, 472 as regards third parties, 475 not negotiable, 474 notice given by, 479 pledges, 478 purchasers for value without notice, 476 sales, 478 shares in foreign companies, 481 title acquired by purchasers under, 475 without certificates, 479 BOARD OF DIRECTORS, acts not done by, how far binding on company, 157, 158. See Directors vacancies in, how filled, 302 BOARD OF TRADE, applications to, by railway companies to abandon railway, 902 et seq. inspection of accounts by, 444 jurisdiction to alter articles in Table A., 118 change of company’s name, 112 Life Assurance Companies, 445 register of companies, 111 may appoint inspectors to examine company’s affairs, 336 tules of, as to Life Assurance Companies, 1110 See InprEx No. 1 BONDS, given for security for costs, 265 Lloyd’s, 197 money raised on, under 8 & 9 Vict. v. 16...194, 195 nature of, issued under that act, 194, 195 of company, validity of, though irregularly issued, 254 See, also, Borrow1nc Monry ; DEBENTURES BONUS, as between tenant for life of shares and remainderman, 545 executors and legatee, 544 et seq. distinguished from dividends, 545 et seq. when company may pay, 436 . ‘BOOKS, 2 of company being wound up, 689 how dealt with after dissolution, 870 right of official liquidator to, 704 directors withholding, 595 inspection of, 595, 688 when directors have implied notice of contents of, 518, note ( See Accounts ; Inspection. See InpEx No. J BORROWED CAPITAL, generally, 391 right to raise under 8 & 9 Vict. c. 16...193—195 BORROWING MONEY. See Drsentures, Luoyn’s Bonps, Morr¢acE by Lloyd’s bonds, 197 effect of having had benefit of, 235 et seg., 381 ef seq. liability of directors for exceeding powers in, 242, 243, 386 power of companies generally, 187 et seq. banking companies, implied power, 190 building societies, 166, 189, 919 consequences of the possession of the power, 192 effect of exceeding powers, 189 application of money borrowed in excess, 235 et seq., 381 exercise of power, 192 implied power, 190 statutory limits must not be exceeded, 175, 188, 189 trading companies, implied power, 190 GENERAL INDEX. 1155 BORROWING MONEY—continued. power of directors, 187 et seq. may be given by a majority if company has power, 190 ratification of past, is not an authority for future, 179 what is, 191 overdrawing banking account, 196 what is not, increasing capital, 191 obtaining goods on credit, 192 receiving money for shares in advance, 189 note (0) sale and rehiring, 191 BOVILL’S ACT, 7 BREACH OF CONTRACT, winding up how far, 728 ef se7., 883 BREACH OF TRUST, delay when a bar to relief, 583 : directors liable as for, when, 371, 374 investing in shares, when, 450 See TRUSTEE BROKERS, acting for buyer and seller, 508 buying, liability of, 503 charges of, 516 difference between, and jobbers, 500 note (/ ) duty of, to their principals when employed to sell, 511 to buy, 512 where actiug for both parties, 508 to procure transfer, 506 illegal companies, employed in sale of shares in, 140, 516 of contributories liable to be examined, when, 691 revocation of authority of, 512 right of to indemnity, 512 not for his own default, 514 to charge company for buying its shares for it, 723 selling, liability of, 511 usage of, as distinguished from rules of Stock Exchange, 515 BROKERS’ TICKETS, custom as to, 502 See SaLeE or SHARES BUBBLE ACT, THE, 3, 130 et seq. BUBBLE COMPANIES. See Asortive CoMPANIES BUILDING SOCIETIES, advanced and unadvanced members, 872, 920 borrowing powers, 166, 189, 919 buying land, liability of directors, 371 can be wound up voluntarily, 614 note (0) court having power to wind up, 615, 616, 619, 922 distribution of assets of, on winding up, 871 dissolution of, 922 formation of, 918 mortgages of, 920 overdrawing banking account, 196 directors, liability of, for, 196 rules of, 919 ; withdrawal of members from, 517, 518, 872, 920 winding up of, who may petition for, 627 BUSINESS OF COMPANY, disputes in cases involving change of, 319 extending, 199, 200 4E2 1156 GENERAL INDEX. . BUSINESS OF COMPANY—continued. implied contract to carry on, 249 liability of registered company with less than scven members carrying on, 253 ordinary course of, matters included in, 317 purchase of, 291, 295, 322, 891 et seg. right to transact, 298 sale of, 207, 208 transfer of, effect on creditors, 249, 250 in compulsory winding up, 711, 898 in voluntary winding up, 882, 891 et seq. when possible, 322 BYE LAWS, invalid when, 322 notice of, 167 note (s) power of making, 308 under Companies clauses act, 332 See CoMPANIES CALLS. See InpDEx No. J, and CALLS ON CONTRIBULORIES generally, 407 actions for, 427 et seq. after shares have been forfeited for non-payment of, 425 by public officers, 564 purser of cost-book company, 95 note (i), 427, 559 note (b) companies’ books may not be ordered to be produced, 440 note (t) defences to, 428 evidence in, 428 where minutes signed after commencement of action, 313 pleadings in, 427 statutory enactments, 427 to compel the making of, 412 restrain the making of, 573 amount of, to be made, 413 arrears of, petition by person owing, 626 are specialty debts, 427, 537, 848 before capital has been subscribed, 410 by whom to be made, 408 in companies governed by 7 Geo. 4, c. 46...408 7 Wm. 4 & 1 Vict. c. 73...408 8 & 9 Vict. c. 16...408, 418 Companies act, 1862...408, 419 by directors, de jure, 409 by improper persons, 300 by insufficient number of persons, 409 compelling shareholder to pay, by causing him to be sued by a creditor, 559 demand for, not notice of allotment, 15 note (&) different kinds of, 407 does not prevent transfer of shares until made, 466 effect of loss of capital on liability to pay, 397 increasing capital, 397 forfeiture of shares for non-payment of, 425. See ForFerrurn for what they may be made, 409 for carrying on business of company, 411 for costs in winding up, 865 for improper purposes, 412 for the indemnity of a shareholder, 412 note (a) for prospective expenses not improper, 412, 416 otherwise in cost-book companies, 412 for repayment of capital returned, when, 413 for starting company, 409 GENERAL INDEX. 1157 CALLS —continued. injunction to restrain making of, £73, 599 granted if call illegal, 596 refused if call not illegal, 599, 600 interest on, when payable after forfeiture, 531 note ( p), 534 note (c) paid in advance, 321 note (s) provisions in articles as to, do not apply after winding up, 847 unpaid, 414, 531 note (p) intention not to make, 413 intervals between successive, 416 lien on shares for, 456 making, mode of, 414 in cost-book companies, 108 irregularities in making, 415 resolutions making, 415 must be made fairly, 412 when considered made, 416, 417 mandamus to make, 412 marshalling of, payable by past member, none, 857 minutes of meeting making calls, 417 mortgage of, 192 note (2), 203 notice of calls, 417 evidence, 418 form, 418 irregular, 417 under Companies act, 1862...418 order of discharge bars all, 426 payment of, a condition precedent to a transfer of shares, 423, 466 in advance and taking back for fees, 377 note (p) persons liable to pay, 419, 425 by statute, 425 cestut que trust not liable, 46 executors, 425, 427 note (p), 536, 848 infants, 422 legatees of shares, 543 persons induced to take shares by fraud, 422, 496 who have sold their shares, 423 who are shareholders in substance, 46 et seq. by estoppel, 49 e¢ seq. retired shareholders, 422 scrip holders, 409, 410 shareholders, 420 duration of liability, 422 subscribers, 420 under Companies act, 1862...420 in companies formed under 8 & 9 Vict. v. 16...420 to abortive companies, 32 trustees in bankruptcy, 426 proof in bankruptcy for, 426, 555 et seq. prospective, 416 sale of shares between the making and payment of, 423 for non-payment of, in cost-book mines, 94 set-off for, 743 not yet due, 428 note (d) sureties for payment of, not contributories, 768 transfer of shares to avoid payment of, 826 CALLS ON CONTRIBUTORIES, 846 et seg. See InpEx No, I. advertisement of, 847 appeal from order for, 849 balance order, 847 calls on a contributory otherwise than in respect of his shares, 853 who had no notice of being on the list, 428 note (c) directors who have been guilty of fraud, 851 holders of paid-up shares, 852 officers indebted to the company, 853 1158 GENERAL INDEX. CALLS ON CONTRIBUTORIES—continwed. calls on past members, 855 shareholders entitled to indemnity from others, 851 for costs, 864 for returned capital, 787 in voluntary winding up, 884 liability of contributory must be established before a call is made on him, 850 limit of liability in respect of, 853 mode of making, 847 obtaining payment of, in cases of death, bankruptey, &c., 848 after forfeiture, 530 order for payment of, 847, 848 practice as to, 847 provisions of articles as to interest on calls do not apply after winding up, 847 purposes for which may be made, 846 for adjustment of rights of contributories, 852 ef seq. for costs, 864 for debts, 849 et seq. right of creditors to require, 849 set off against calls, 742, 857 costs, 858 time for making, 846 where contributories have already made unequal payments, 852. See ConrriBUTORIES. CANAL COMPANIES, shares in, not within the Mortmain acts, 452 See CoMPANIES GOVERNED BY 8 & 9 Vict. c. 16 CANCELLATION effect of agreement that shares taken might be cancclled, 887 c¢ seq. of improper allotment, 521 of registration, 111 of shares after forfeiture, 530 effect on liability as contributory, 837 et seq. validity of, 402, 521, 841, 842 See REscissIoN OF CONTRACTS ; SURRENIEK OF SHALES CAPACITY of persons to be shareholders aliens, 36 companies, 43 corporations, 43 felons, 38 infants, 39 lunatics, 40 married women, 41 CAPIAS. See Execution CAPITAL of companies. See INDEX No, I. generally, 391 annual return as to, 406 borrowed capital, 193, 391 change in amount of, person not bound to take shares, 393 conversion of, into stock, 405 dividing, 405 division of, into shares, 391 effect of exhausting, 397 : varying the amount of, as stated in the prespectus, 393 increasing, 191, 192, 397, 401 by preference shares, 400, 405 loss of, a cause for winding-up, 633. See Wixprxc-ur Joan capital, 391 GENERAL INDEX. 1159 CAPITAL—continued. of companies—continued. misrepresentation as to amount subscribed, 71, 75 must be paid up in cash when, 783 nominal and paid up, 394 of companies governed by 8 & 9 Vict. c. 15...399 Companies act, 1862...401—407 26 & 27 Vict. c. 118...399, 400 of cost-book mining companies, 94 paying dividends out of, 321, 431, 432 position of shareholder who has received a return of, 413, 414, 786 power to increase, not same as power to borrow, 191, 391 et seq. powers of majority over application of, 321 reducing, 322, 334, 402 ef seq. share capital, 392 subscription of, when necessary before calls are made, 409, 410 before commencing business, 21, 409, 410 unealled, may be mortgaged, 192 and note (/) unpaid up, an asset, 631 varying the amount of, 392 what may not be paid out of, 321 et seq. CARRIAGE of winding-up order, 686 CASH payment of shares in, 395, 783, 785 et seq. what is, 395, 785 et seq. CERTIFICATE. See InpEx No. I. of chief clerk in winding up, 748 of debts in winding up, 715 of registrar that a person is shareholder, 45 note (a) of building societies, 918 of registration under Companies act, 1862...111 copies of when evidence, 112 of title to shares, 64 i blank transfers without, 476, 479 company cannot dispute truth of, 64 delivery of, not necessary to complete transfer, 490 duty to grant, 64 in companies governed by 8 & 9 Vict. vu. 16...103 by Companies act, 1862...120 liability of company for issuing false, 484 shows only the legal title to shares, 64, 104, 484 note (b) serip, 65 may become transferable by delivery by usage, 66, 474 CESTUIS QUE TRUSTENT, business carried on for, 114 company has no lien on shares held by trustees, for debts of, 457 interest in shares can be charged by a charging order, 461 liability of, , to indemnify trustee, 509 pay calls, 46 not contributories, 802 exceptions, 802, 803 not shareholders, 46 CHAIRMAN of directors under Companies clauses act, 329 under Companies act, 1862...338 of meetings of shareholders under Companies clauses act, 331, 332 under Companies act, 1862...341 See Drrecrors, Meetines, and InpEx No. I. 1160 GENERAL INDEX. CHAMBERS, proceedings in, under winding-up ordcr, 686, 687 CHANGE IN CONSTITUTION. See Masonry one dissentient can forbid, 319 CHANGE OF NAME OF COMPANY, 112, 128 effect on authority of public officer, 268. See InpEx No. I. sureties, 258 note (7) CHANGE OF SCHEME, allotment with notice of, 25 authorised by act of Parliament, 24 by form of application, 23 by special agreement, 22 by subsequent assent, 24 between company as projected and as formed, 19—29 by changing amount of capital, 893 effect on liability as contributory, 771 right to rectify register, 122, 123 See Prosprcrus CHARGING ORDERS ON SHARES, 460 ef seq. effect of, on right to receive dividends, 436 on shares held in trust, 461 in cost-hook companies, 463 only in public companies, 462 CHARTERS, 3 acceptance of, 97 applications to Crown for new, 323 injunction to restrain, 98 note (d), 323 departing from, 98, 131 enrolment of surrender, 99 grant of, 97 how obtained, 99 illegal use of, 131 obtained by fraud, 593 scire facias to repeal, 98 surrender of, 98, 99 restrained, 323 validity of, 98 CHARTERED COMPANIES, 3, 7 banking under 7 & 8 Vict. c. 113,..129 members of, 129 registration of, under Companies act, 1862...114 returns to Stamp Office, by, 129 formation of, 97 —99 liability of shareholders of, 252 members of, not partners, 98 See CHarTERs ; Companies ; CorroraTion CHEMISTS, companies carrying on business of, 138 CHEQUES, bankers may pay, if drawn by de facto directors, 196 directors not liable on, if account overdrawn, 196 forgery made possible by careless drawing of, 487 nute (7) irregularly signed, 174 power to draw, 196 CHOSES IN ACTION, debentures are, Ev parte Rensburg, 4 Ch. D. 685 shares how far, 454 transferees of, position of, 171, 180, 193 set off against, 275 GBNERAL INDEX. 1161 CIRCULARS, fraudulent statements contained in, 80. See Fraup ; Misnmpresenta- TION ; Prospectus; REPoRTS issued by directors, when imputable to company, 215 CLAIMS of creditors against companies being wound up, investigation and allow- ance of, 713 et seq. See WINDING UP CLUBS, can not be wound up, 620 disputes between members of, 577 uote (a) expulsion from, 303 note (e), 528 note (a) CO-DIRECTORS, contribution between, 378, 380 indemnity, 373 liability of, generally, 244, 375 et seq. for fraud, 88 COLONIES. See Foreign Comrantus actions by companies in, 101 note (cd) 909 ‘ companies empowered to sue by public officer, 101 note (d) judgments obtained in, may be sued on here, 294 note (y), 914 register may be kept in, 120, 121 rectification of, 121 See Arrenpix No. I. COMMENCEMENT. See also DaTr of liability of shareholders, 254 of powers of directors, 158 of winding up compulsorily, 664 subject to supervision, 665 voluntarily, 664, 877 of life assurance companies, 665, 666 COMMISSIONERS for taking evidence in winding up, 690 COMMISSIONS, directors’ liability to account for, to company, 367 ed seq. wrongfully paid, directors liable for, 374 COMMITTEE OF LUNATIC, 40 vote by, under Companies clauses act, 332 COMMITTEE OF MANAGEMENT, members of, not each other’s agents, 145 provisional, not contributories, 766 COMMON LAW, legality of companies at, 130 COMMON SEAL, 220 et seg. See Srau COMPANIES. And see Invex No. I. 1. Companies generally, classification of, 7 et seq. distinguished from partnerships and corporations, 1, 11 historical sketch of, 2 list of statutes relating to, 923 table of classes of, 9 table of statutes relating to, 931 abortive. See ABorTIVE ComPaNy actions by and against, 262 et seg., 559 et seg. See ACTIONS adoption of contracts by, 147 agency, doctrines of, 243. See AGENT amalgamate, power to, 183, 323 amalgamation of, 891 ct seg. See AMALGAMATION banking. See infra, Nos. 2, 5, 7, and 8 1162 GENERAL INDEX. COMPANIES—continued. 1, Companies generally—continucd. bankruptcy of, 610 borrowing by, 187 ef seg. See Bonnowixe Moxry business of, extending, 199, 200. See Busrness or Comrany buying its own shares, 206 calls on shareholders of. See Cais capacity of, 161 et seq. capable of being wound up, 617. See WINDING-UP capital of, 391. And see CAPITAL in companies governed by 8 & 9 Vict. c. 16...399 acts of 1862-7...401 division of, inte shares, 393 increasing, 397, 398 loss of, effect of, 397 nominal and paid up, 394 reducing, 397, 404 varying amount of, 393 chartered. See Cuarrer ; and infra, No. 8 commencing business before capital is subscribed, 21 constitution of, departing from, 323 contracts of proper form of, 220. See Conrracts ratification of, 175, 223 cost-book. See Cost-Boox Minina Company debts of, what are, 716 different sorts of, 71, 93 directors of. See Directors dissolution of, causes of, 608 et seq. effect of, as regards creditors, 885 See WINDING UP exccution against, 276 et scg. See Exmcurion ; Pusiic Orricr: empowered to sue and ke sued, 101 by colonial legislature, 101 note (@) foreign, by what law governed, 918. AprENDIXx No. I. formation of, 11 et seq. under special acts of Parliament, 4 fraud upon, by all existing members, 370 fraudulent, winding up of, 632 funds of, application of, 321 et seg. See Masoniry ; Insuxcrion future shareholders, duty of towards, 370 gain, for, 114, 115 not for, 10, 117 note (s) liolding shares, when contributories, 807 illegal. See ILLEGAL ComPANrES incorporated by charter, 97 See CHARTER; CornpoRATION ; and énfra, Nos. 3 and 5 by Act of Parliament, 101 See Corporation ; and infra, No. 6 by registration, 111. See infra, Nos. 4 and 7 insolvency of, tests of, 629, 631 insurance. See lNsunANcE CoMPANIES internal management, court will not interfere in, 574 et seg. Trish anonymous, 8 n. joint-stock. See infra, Nos. 2, 8, 4, &, and 7 liability of. See LiaBrurry. attempts to limit, 244 et seq. for acting on forged transfers, 483 for acts of agents irregularly appointed, 159 in particular cases, 182 et seq. directors, 155. See Direcrors when irregular, 155—158 members, 154 promoters, 146. Sce PRoMOTERS for contracts of which they have had the benefit, 235 for fraud, in damages, 74. See Fraup for fraudulent reports, 81 GENERAL INDEX. 1163 COMPANIES-- continued. 1, Companies generally—continwed. liability of— continued. for goods supplied to, on credit, 205 for money borrowed, 187 e¢ sey. See Borrowing Mongy for statements of directors, 74 e¢ seg. See Fraup and Misnurne- SENTATION for use and occupation, 227 on bills of exchange, 185, 230 e¢ seg. See BILLs or EXcHANGE on instruments sealed by agents abroad, 229 on promissory notes, 185, 230 et sey., 233 on unsealed instruments, 220 ct seq. to be made contributory for shares held by it, 807 under Companies act, 1862...156 liability of shareholders in. See LiabrLiry ; SHARENOLDERS lien on shares of members, 456. See Lien limited. See Limirep LiaBi.iry majority of, powers of, 314 ef seq. See Masoniry management of, 298 ef seq. members of, power of, 342 name of, 112. See NAME oF CoMPANY use of in actions, 573 nature of, 1 notice to, what is, 204. See Notict powers of, 161 e¢ seg. See Impriep Powers privileged by Letters Patent. See infra, No. 3 promoters of, are not partners, 18, 21, 102 bound to act with good faith in dealings with companies, 345 ct seq. liability of companies for acts of, 146 See PROMOTERS property of, effect of winding up on dealings with, 666 fraudulent dispositions of, 278 prospectus of, nature and effect of, 12, 19. See Prospectus public, what are, 9, 462 public officers of, 265 et seg. See PubLic OFFICER quasi incorporated, 7 railway. See infra, No. 6, and RarLway ComPaxy ratification by, 175 et seg. See RATIFICATION reconstruction of, 900 regarded as nuisances, 3 registers of. See REGISTER registered. See iafra, Nos. 4 and 7 regulations of, directors bound to observe, 364 directory and imperative, 172 cé seq. public affected with notice of, 165 residence of, 37, 910 : scrip, 64, 131, 135, 136. See Scrip Companies service of writs on, 264, note (p) set-off in actions by, 273 eé seg. See SET-orF shares in. See SHARES. buying, in another company, 200, 206 buying its own, 206 shareholders, may be, 43 sale of shares, 487 ef seg. See SALE, TRANSFER OF SHARES spoliation of, by members, 370 starting too soon, 21 subscriptions to, returning, 29—35 suing and being sued in name of public officer, 4, 265 et seg. See Pustio OFFICER usage of, effect of, 98 note (7) winding up of, 608. See WINDING UP very small, may be wound up, when, 640, 651 votes, 341. See Vorrs 1164 GENERAL INDEX. COMPANTIES—continued. 2. Companies governed by 7 Geo, 4, c. 46 (banking), 109 ct seq. actions by and against, 265 ct scg. See ACTIONS are public companies, 9, 462 calls on shareholders in, 408 for reimbursement of shareholders proceeded against by creditors, 413 discovery of shareholders in, hy creditors, 282 execution against shareholders in, 285 for separate debt, 462, 463 formation of, 109 former members, 286 liability of shareholders in, to creditors, 252, 285 et seq. See Execution, LIABILITY lien of, 458 management of affairs of, 298, 299 members for the time being, 285 public officers of. See PuBtic OFFICER returns to the Stamp Office to be made by, and effect of, 109, 110 transfer of shares in, 110 who are shareholders in, 109, 288 3. Companies governed by 7 Wm. 4 & 1 Vict. c. 73 (the Letters Patent act) actions by and against, 265 ct seq. calls on shareholders of, by whom to be made, 408 calls for reimbursement of shareholders of, 412, note (2°) discovery of shareholders in, by creditors, 282 execution against, 289 how shareholders in, are to be proceeded against by creditors, 280, 289 liability of shareholders in, to creditors, 252, 289 management of affairs of, 298, 299 nature and formation of, 99—101 are not corporations, 100 are public companies, 10, 462 who are members of, 101 payment of dividends by, 437 transfer of shares in, 101. See TRANSFER OF SHARES 4, Companies governed by 7 & 8 Vict. c. 110 (the Joint-stock companies registration act) are public companies, 10, 462 contracts on behalf of, how to be made, 225 when made with the directors, 328, 368 liability of shareholders of, to creditors, 280, See Scr. Fa, provisional registration of, 128 registration of, under Companies act, 1862...114 who are shareholders in, 44, 128 when formalities have not been observed, 45 5, Companies governed by 7 & 8 Vict. c. 113 (Banking companies act) liability of shareholders of, to creditors, 280. See Scr. Fa, members of, 129 nature and formation of, 129 registration of, 114 6. Companies governed by 8 & 9 Vict. v. 16 (Companies clauses act) are public companies, 10, 462 accounts of, 441 right to inspect, 441 borrowed capital, 193—195 capital of, 399 calls on subscribers to, 408 by whom to be made, 418 for reimbursement of sharcholders, 412, note (2) certificates of shares in, 103, 104 contracts of, proper form of, 227 when between company and its directors, 328, 368 delegation of powers of directors, 329 GENERAL INDEX. 1165 COMPANTIES—conti nied. 6, Companies governed by 8 & 9 Vict. c. 16 (Companies clauses act)—condd. directors of, appointment, powers, and duties of, 327 e sey. indemnity, right to, 330 removal of, 327 dividends of, payment of, 437 formation of, 102 et seq. inspection, shareholder’s rights to, 338, 441 liability of company on unsealed contracts, 227 of shareholders to creditors, 252, 290 how to be proceeded against by creditors, 294. See Sct, Fa. lien of, 458 management of, 327 et seq. power to borrow on mortgage or bond, 194, 195 register of members under, 103—109 company not estopped by, 108 correction of, 108 effect of improper insertion, 107 not conclusive, 106 proper form of, 105 right of company to put person on, 106 rough share book, 105 unsealed, 105, 106 right to retire from, 525 shareholders in, who are, 104 discovery of, by creditors, 282 meetings of, 331. See MEETINGS powers of, 330 et seq. register of, 104—109 votes, 331. See VoTEs shares, conversion of into stock, 399 forfeiture of, 333, 529 power of issuing, &c., 399 surrender of, 525 transfer of, 108, 467 Statute of Frauds and, 227 winding up of, 901 ef sez. 7. Companies governed by the acts of 1856—1853 formation of, 129 liability of, on contracts not under seal, 228 members of, 129 registration of, 114 transfer of shares in, 468 transferor of shares in, 129 who were contributories, 749. See No, 8, and ConTRIBUTORIES 8. Companies governed by Companies acts, 1862—1886. Sce InpEx No. I. articles, 117. See ARTICLES OF ASSOCTATION table A., 118, 336 et seq. calls, 407 et seg. See CALLS ON SHAREHOLDERS ; CALLS ON CoNTRIBU- TORIES persons to make, 408 liable to pay, 425 when shares have been sold, 423 capital of, 401. See Carirau change of name by, 112 constitution of, 333 contracts, proper form of, 228. See Conrracrs directors of, 336 et seg. See Drrecrors - appointment, 337 delegation of powers, 338 disqualification, 337 duties of, 338 ay, 337 Oral, 337 dissolution of, 870, 85. And see INDEx No. I. 1166 GENERAL INDEX. COMPANIES—continucd. 8. Companies governed by Companies acts, 1862—1886—continwed. dividends under, 438 examination of affairs of by inspectors, 336 forfeiture of shares in, 530. See FoRFEITURE OF SHARES formation of companies under, 117, 333 inspection of accounts of, 442 liability of, on contract not under seal, 228 of memhers of, to creditors, 753. See LrabiLiry lien of, 458. See Lizn liquidators, on winding up of, 699 ef seg., 878 et seq. See Liquipators management of companies’ affairs, 335 et seq. meetings of, 340 et seg. See MEETINGS chairman of, 341 minutes of, 342 notice convening, 340 proxies, 342 resolutions, 340, 343 votes, 841. See VoTEs members of. See ConrrinuToRIES, PaAsT MEMBERS, SHAREHOLDERS. who are, 19, 751 where company not formed under acts, 123 annual list and summary of, to be made, 125 liability of, extent of, 252 powers of, 339, 342 register of, 120. Sce RucistRATION OF Members correction of, 120, 121 on winding up, 125, 755 inspection of, 125 need not be sealed, 125 right of to retire, 526 memorandum of association of, 117. See MEMoRANDUM OF ASSOCIATION power to change from limited to unlimited, 113, 335 purchase by, of its own shares, 206 reconstruction of, 894 et seq., 900 .Yegistration under, 111 e¢ seg. See, also, REGISTRATION certificate of, 111, 118 effect of, 111, 118 of companies not formed under, 126, 134 sale of assets in voluntary winding up, 882, 894 et seq - sale of shares in, after winding up order, effect of, 836. See SaLr or SHARES Statute of Frauds, 227 surrender of shares in, 525. See SURRENDER transfer of shares in, 467. Sce TRANSFER OF SHARES winding up of. See Winpinc uP who are contributories in, 751. See ConTRIBUTORIES what companies may be wound up under acts, 617 9. Companies registered under act of 1862, but not formed under it change of name, 128 constitution of, 334 contributories, who are, 752 extent of liability of members, 253, 819 how wound up, 617 members, who are, 128 in companies formed originally under 7 & 8 Vict. c. 110...128 under 7 & 8 Vict. c. 113.. 129 under acts of 1856—58...129 registration when necessary. See REGISTRATION effect of, 127 mode of, 127 10. Companies governed by the Stannaries acts. See Cost-book MINING CoMPANIES 11. Companies empowered to sue and be sued actions by and against, 265 et scg. See Puptic OFFICER extent of members’ liability, 252 GENERAL INDEX. 1167 COMPANIES CLAUSES ACT. See Comranirs Governep by 8 & 9 Vicr. c. 16 COMPENSATION to directors, 388 COMPROMISE by official liquidator, 709 court may order a meeting of creditors to decide as to, 710, 711 enforcing a, 710, note (7) in winding up, 709 voluntarily, 881 under Joint stock companies arrangement act, 711 liability of directors for, 374 limit of power of court to sanction in winding up, 710. See also ARRANGE- MENTS fers liability to take shares, by cancellation, 842 r to, 196 with doubtful shareholders, 521 with present, effect of on past members, 821, 857 COMPULSORY WINDING UP. See Winpinc ve proceedings under, 684 ef seq. when ordered, 628 et seq., 644 refused, 647 deferred, 652 CONCEALMENT, misrepresentation by, 70, 90 fraudulent, under § 38 of Companies act, 1867...91, 92 CONDITIONAL offer to take shares, 17 CONDITIONS, acceptance of shares on, 17, 778 as to cancellation of shares, effect of, 778, 837, 838 if ultra vires, no concluded contract, 778 payment by allottee when a condition precedent, 44 note (y) repudiation of shares for non-performance of, 778 et seq. conditions precedent, 778 conditions subsequent, 779 CONDUCT. See Estoprren of directors and others investigated in winding up, 639 ef seq. CONSENT to transfer of shares when necessary, 464, 465 by whom to be obtained, 467 power of court to give, in winding up, 834 to transmission of shares not necessary, 468 CONSIDERATION, failure of, in agreement to take shares, 29 et seq., 236 in purchase of shares which do not exist, 494 of the recovery back of subscriptions to companies, 29 subscribers to a scheme not at liberty to retire from it, unless it has failed, 29 subscribers to abortive companies not liable for expenses incurred in attempting to form them, 30 subscription returnable though deed signed, 33 policies issued ultra vires, recovery of premiums, 235, 236 CONSOLIDATION. See AMALGAMATION of shares into stock, 399 CONSPIRACY, indictment for, 87 for fraudulently taising or lowering the price of shares, 488 for obtaining settling day by fraud, 87, 488 1168 GENERAL INDEX. CONSTITUTION OF COMPANY. And see Inprx No. I. applications to Parliament for powers to alter, 321, 323 under Companies act, 1862...333, 343 of companies registered but not formed under, 334 limits the authority of its directors, 162 power to vary, 319 et seq.‘ CONTINGENT CLAIMS, proof of, in winding up, 716 setting aside fund to meet, 731, 732, 867, 885, 886 CONTRACTS between directors and their companies, 328, 368 binding on company when entered into after winding up, 708, note (b) not if ultra vires, 151, 152, 161 promoters, 146 : when entered into by persons without authority, 160 irregularly, 166 when not under seal, 222 et seq. disclosure of, under sect. 38 of Companies act, 1867...91 foreign, 913 liability on, when limited to funds of the company, 246 et seg. of directors on, 240 “limited ” effect of omission of word on, 231, 240 of which companies have had the benefit, 226, 235 cé seq. on deeds executed abroad, 229 part performance of, 223 promissory notes and bills of exchange, 230 et seq. proper form of, 220 under statutory enactments, 225 8&9 Vict. c. 16...226 Metropolis gas act, 1860...226 Companies act, 1862...226 Companies seals act, 1864...229 ratification of, 175 et seg., 223 by directors, 180 reduction of, of Life assurance companies, 635 to carry on business when implied, 249 to take shares. See AGREEMENTS; ALLOTMENT ; APPLICATION For SHARES under sect. 25 of the Companies act, 1867...395, 783 ct seq. understanding, not a contract, 91, note (») when public officers are to sue and be sued on, 266. See Pubic OFFICERS winding up, no breach, 728, 883 CONTRIBUTION, directors, right to, * generally, 379 et seg. in respect of personal services, 388 advances to company, 387 where they have exceeded their powers, 380 inter se, 378 et seq. liability of retired shareholders to, 257 promoter’s right to, 145, note (z), 606 public officer’s right to, in respect of judgment, 379, 380 shareholder's right to, in respect of judgment, 379, 380 illegal transactions, for loss occasioned by, 141 in winding up companies, 852 CONTRIBUTORIES. See InpEx No. I. under the act of 1848 and 1849...750, 817 Companies act, 1862, companies formed under, 751, 818 companies registered but not formed under, 752, 819 definition of, 752 unregistered companies, 752 GENERAL INDEX. 1169 CONTRIBUTORIES—continued. list of, 745 et seg. See List or Conrrinurories; WINDING UP position of members after winding up, 753 who are generally, 750 et seq. in voluntary winding up, 884 persons secondarily liable, 749 classification of, 756 agents, 761 note (x) allottees of shares in completely formed companies, 761 in contemplated companies, 763 amalgamated companies, holders of shares in, 774 ambassadors, 757 applicants for shares, 769 et seg. bankrupts, 815 cestut que trust, 801 companies, 807 conditional agreements to take shares, in cases of, 778 devisees, 813 directors, in respect of qualification shares, 790 et seq. of shares transferred to or by them, 830, 831 executors and administrators, 812 forfeited shares, in cases of, 842 et seg, fraud, in cases of, 776 et seg. heirs, 813 infants, 809 legatees, 812 lunatics, 811 managing committee-men, 766 married women and their husbands, 807 mortgagees, 806 equitable, 806 paid-up shares, holders of, 757, 788 et seq. partners, 807 past members, 749, 816 et seg. cost-book companies, 819 registered companies, 819 unregistered companies, 818 persons who have acted as shareholders, 758 agreed to become shareholders, 760 in formed companies, 761 in contemplated companies, 763 on conditions which have not been complied with, 778 agreed to place shares, not, 769 to take fully paid-up shares, 781 retired from the company irregularly, 822 been paid in shares, 780, 784 et seg. promoters of companies, 764 provisional committee-men, 766 repudiation of shares when possible, 767 et seq. on ground of no agreement, 768 fraud, 776 illegality of issue of shares, 774 non-performance of conditions, 778 shares not being paid up, 787 retirement, in cases of irregular, 822 sale of shares, in cases of, after commencement of winding up, 836, before commencement of winding up, 833 scripholders, 763, 799 shareholders generally, 756 by estoppel, 757 et seq. in companies not observing their prospectus, 771 L.c. *4 op 1170 GENERAL INDEX. CONTRIBUTORIES—continued, who are, shares issued at a discount, 787, 788 illegally issued, 774 passing by delivery, 803 subscribers to memorandum of association, 797 though altered after signature, 773 sureties for payment of calls, not, 768 surrender of shares, in cases of, 837 et seq. transfer of shares, in cases of, 823—837 after company has discontinued business, 829 avoid liability, to, 825 directors, to, 830, 831 incomplete, 831 infants, to, 828 invalid, 829 sham, 825 where transferee has been accepted by company, 823 et seq. has not been accepted, 831 trusts for dishonest purposes, in cases of, 802 trustees, 801 in bankruptcy, 815 for company, 804 underwriter of shares, 761 adjustment of claims between, 852 appeals by, 748. See APPEALS calls on for adjustment of rights of contributories, 852 for costs, 859 for debts, 849. See CaLLs oN CONTRIBUTORIES compromise between company and contributory, by liquidator, 709, 842 past member not discharged by, 857 division of surplus assets among, 867. See WINDING UP effect of allotment, 769 being on the register, 769 delay in repudiation, 768 et seq. power to rectify register of members, 755, 832 entitled to a copy of petition for winding up, 655 appear on petition, 658 attend winding up proceedings, 687, 746 petition to wind up company, 625 under old acts, 639 Companies act 1862...639 in mutual marine assurance societies who are, 761 limit of liability of, 853 liquidator’s books evidence against, 705 persons who have agreed to receive payment in cash or shares not com- pellable to take shares after winding up, 762 right of, to inspect books of company, 688, 704 set off by, against calls when allowed, 857 wishes of consulted in winding up, 630, 688 CONTROL of directors by shareholders, 303 CONVENTION with Belgium as to companies, 914 France as to companies, 914 Germany, 914 Greece, 914 Italy, 914 Spain, 914 CONVERSION of paid-up shares into stock, 405 CONVEYANCE by liquidator, may be made, 708 upon trust for creditors, resolved upon by a majority of shareholders, 601 injunction to restrain, 579 GENERAL INDEX. 1171 CONVICTS, 38 administrator of, 38 cannot be members of a company, 38 COPIES, right to have, of books, &., 314 under Companies clauses act, 333 of petition to wind up, 655 CORPORATE SEAL where necessary, 220 et seg. See SEaL oF ComPANy CORPORATIONS generally, 1, 8 actions by and against, 262 et seg. contracts by, to pay out of their funds, effect of, 246 et seg. See Funns oF CoMPANIES dissolution of, 608 e¢ seq. effect of taking security not authorised by its constitution, 163 note () execution against, 278 et seq. exist only for the purposes for which they are created, 162 expulsion of members from, 528 note (a) foreign, 909 et seg. See also ForEIGN CoMPANIES liability of, on contracts not under seal, 220 et seg. by statutory enactments Companies act 1856...228 Companies act 1862...228 Companies clauses act, 226 Companies’ seals act 1864...229 Lands clauses act, 228 Metropolitan gas act, 226 Public health act, 223 note (s) may be a shareholder, 43 members of cannot change its constitution, 319 not estopped from showing act to be wltra vires, 163 power of majority of members of, 317 to apply for change of nature of, 323 presuming to act as, 131, 134 note (0) provisionally registered companies have no right to act as, 128 public bound to notice regulations of, 165 ratification of contracts by, 175 CORRECTION. See InpEx No. I. of mistakes in accounts. See ACCOUNTS of register of shareholders, 61, 608, 755. See REGISTER COST-BOOK MINING COMPANIES, accounts of, 445, 447 amalgamation of, 328 note (e), 326, 898. See AMALGAMATION actions by and against purser of, 265, 270 note (h), 659 note (6) by purser against shareholders of, 95 note (7), 265, 559 note (b), 427 calls in-how made, 408 interest upon unpaid, 414 ought not to be made for prospective expenses, 412 purser may sne for, 95 note (2), 265, 270 note () capital of, increasing, 398 cost-book, what, 94 customs relating to must be proved, 95 execution against members of, 593 company for debts of members, 463 formation of, 93, 94 liability of shareholders in, to creditors, 94 for debts contracted before they joined the company, 254 for goods supplied to the mine, 192, 205 on credit, 192 for money borrowel, 192 of past shareholder, how limited, 95, 819 4r2 1172 GENERAL INDEX. COST-BOOK MINING COMPANTES—continued. management of, 325 may sue by purser, 265 nature of, 2 note (0), 7, 93 past member not a contributory when, 816 note (¢), 819 power of majority in, to appoint directors, 298, 299 proof of membership in, 95 purser of, 94, 395 register of shareholders, 95 rectification of, 124 registration of, 95 of rules, 94 note (c), 325 right to retire from, 524, 816 note (7) shares in, forfeiture of, 326, 529 relief against, 534 not within the Mortmain acts, 452 the Statute of Frauds, 453 relinquishment of, 94, 326, 524, 816 note (q) sale of, by company for non-payment of calls, 94 title to be shown by vendor of, 491, 492 transfer of, 96, 326, 468 - : invalid if made to escape liability, 464, 465, 825 liability to be made a contributory in cases of, 840 note (0) and ( p) signing and stamping the cost-book, 95, 97 shareholder in, need have no interest in the mine as land, 96 wages, miner’s lien for, 278 note (g) priority for, in winding up, 718 whether public companies, 463 winding up of, 610 club funds to be handed over to liquidator, 709 court having jurisdiction in, 615, 616 liquidator’s duties, 709 priority of debts of, 718 proof by member who has relinquished his share, 736 COSTS. See InpEX No, I. of actions by or against directors when payable by company, 321 by some on behalf of others, 569 stayed in winding up, 675 correction of register under § 35 of Companies act, 1862...124 when company is being wound up, 124 infringement of patent, directors ordered to pay, 240, 265 in winding up, calls for, 865 on whom to be made, 866 liability of past members for, 866 payable by company, 859 by liquidator, 862 priority of, where assets deficient, 865 solicitor demanding more than scale fee, 704 note (x) in winding up voluntarily, 885 under act of 1862...858 in winding up insurance societies, 737, 866 of attendance on settling list of contributories, 746 note (J) of creditor’s representative, 749 note (c), 846 of petitions to wind up company, 658 on staying proceedings under, 664 of proof in winding up, 714 of liquidator, of appeals, 863 not entitled to, out of mortgagee’s security, 865 payment of by, 862, 863 taxation of, 863 note (s) security for, bond given for not invalid, 265 by foreign company suing, 263 GENERAL INDEX. 11738 COSTS—continwed. security for, by limited company suing, 263 by unlimited company suing, 264 on presentation of winding-up petition, 661 COUNTY COURT, jurisdiction to wind up companies, 615, 616 building societies, 921 provident societies, 916 judgment of, against company, execution of, 280 procedure in, 654 note (d) COURT, interference of, in internal management, 304, 574 ef seg. having jurisdiction in winding up, 615 e¢ seg. See also WINDING UP liability of liquidator acting without, 712 sanction of, when required by liquidator, 708 summary powers of, in winding up, 689 et seq. over directors, 694 to arrest, 692 to examine persons, 689 to order delivery up of property, 693 payment of money, 693 See, also, INDEX No. I. COVENANT, actions by and against public officers on, 267 by agents, 240 note (2) to pay out of funds, effect of, 245 et seg. CREDIT, misrepresentations as to, 207, 217 CREDITORS, rights of, against promoters of companies, 87, 143 See PRoMOTERS against companies, 245 et seq., 276 et seg. See EXECUTION arrangement with, in winding up, 710 by railway companies, 904 for the acts of their directors, 155 for the acts of their promoters, 146, 235 injunction to restrain conveyance in trust for, 601 not liable to be examined in winding up, 691 petitions by, for winding up, 624 et seq., 635 et seg., 886 position after winding up, 753 proof of debts by, in winding up, 713 et seg. where they are also members, 736 staying proceedings by, in winding up under old acts, 669 Companies act, 672 when limited to funds of company, 246, 279, 280, 284 where companies amalgamate, 258 et seg., 734, 895 See, also, Companies ; Directors ; WINDING UP against shareholders, 280 et seg. See Exucurion ; Scr. Fa. at the instigation of the company, 56, 559, 560 in companies governed by 7 Geo. 4, c. 46, 285 7 Wm. 4 & 1 Vict. c. 73...289 8 & 9 Vict. c. 16...290 Companies act, 1862...294, 751 registered but not formed under Com- panies act, 1862...127 in other companies, 293 in companies being wound up, 754 ; and see WINDING UP See, too, ComPANIES ; EXECUTION ; LIABILITY who have not complied with necessary formalities, 54 et seq., 289 where liability is limited to funds of companies, 250, 251, 284 cost-book companies, effect of registration of on, 127 note (qg) 1174 GENERAL INDEX. CREDITORS—continued. tights of—continued. have no lien on company’s property, 278 . injunction against, when suing shareholder at instigation of directors, 560, 597 See, also, INJUNCTION inspection of list of shareholders in. See Inspection ; InpEx No. I. liability of executors to, 539 not protected by § 38 of Companies act, 1867...91 note (s) reduction of capital in cases of, 403 rights of, on amalgamation of company, 895, 897 right to attend settling list of contributories, 746 right to have a call made, 412 mandamus for, 412, 604 secured position of, in winding up company, 726 wishes of, as to winding up, 636, 688 CREDITOR'S DEEDS by company are void, 669 CREDITOR’S REPRESENTATIVE, costs of, 749 note (c), 846 CRIMINAL LIABILITY, for conspiring to obtain settling day by fraud, 87 fraudulent accounts, 446 issuing too many shares, 394 publishing false reports, 87 paying dividends out of capital, 433 selling shares in a company which has no existence, 406 of illegal companies, 141 CROWN, not bound by Companies act, 673 power to grant charters, 97—99 priority of debts of, in winding up, 717 CUSTOMS, negotiability of blank transfers by, 474 of brokers, 515 cost-book companies, 94 not judicially noticed, 95 stock exchange, 501, 502 scrip may be transferable by delivery by, 66, 474 DAMAGES, action for, in cages of fraudulent statements, 73, 88—90. See Fraup company liable to, in other cases, when, 209 for exclusion from register, 124 for fraud, contributories’ right to when company is winding up, 753 for wrongful dismissal by winding up, 731 measure of, for breach of contract to sell or buy shares, 498 for excess of authority, 241 note (7) in ae for recovery of shares improperly obtained by a director, in cases of invalid issue-of debenture stock, 243 in contract to take shares induced by fraud, 90 in rectification of register, 124 recoverable by company against an agent for agreeing to take shares without authority, 494 note (x) proof for, on winding up of company, 716 GENERAL INDEX. 1175 DATE of commencement of compulsory winding up, 664 voluntary winding up, 664, 877 winding up subject to supervision, 665, 889 in case of life insurance companies, 665, 666 importance of, 666 See COMMENCEMENT DEATH of petitioner to wind up company, 661 of shareholder, effect of, 586 et seg. See ExEcuTORS liability of executors to calls, 536 as contributories, 812 to creditors, 539 right of liquidator to administer estate on, 709 DEBENTURE HOLDER, tight to petition for winding up of company, 625 receiver appointed by, 279 note (¢) set-off against, 740 DEBENTURE STOCK of railway company, 295 DEBENTURES are choses in action, 180 as to implied powers of directors to issue, 192, 196 as to validity of, when given in renewal of others, 197 do not pass under a bequest of shares, 400 note (¢), 541 floating security, 197 for debts contracted before power to borrow commenced, 198 note (y) improperly issued, liability of company on, 167 et seg., 196, 237 liability of directors for, 2438 issued by company pursuant to arrangement before its formation, 177 issued when delivered, 198 may be issued at a discount, 197, 401 note (c) to directors, when, 369 nature of, 196 not within the Mortmain acts, 451 note () priorities of, 197 and note (c) receiver appointed at instance of holder of, 272 note registration of, under Bills of Sale act, 198 tights of assignees of, 171, 180, 740 DEBTS, assignment of, effect of, on creditor’s right to present winding-up petition, 637 assignee of, may petition to wind up, 624 set-off against, 275, 738 calls for payment of, on contributories, 846 when debt disputed, 850 company unable to pay, when, 631 disputed, when ground for winding up, 637 future, may be mortgaged, 192 liability of shareholders for. See Companies; LiIAbiLity; SHARE- HOLDERS of company, what are, 716 et seq. priority of, in winding up, 716 e¢ seq. proof and payment of, in winding up, 718 ef seg. See Proor or Dests ; WINDING UP in voluntary winding up, 884 when bought up at less than nominal value, 723, 739 set off of, 273, 738. See SrT-oFF statutory, 146 when sufficient to support winding-up petition, 638 1176 GENERAL INDEX. DECEASED SHAREHOLDER, liability of estate of, to calls, 425, 536 to creditors of company, 539 on winding up of company, 539, 812 power of official liquidator to administer estate, 709 position of executors of, 536, 539 See Executors ; DEaTH DECLARATION in action for calls, 427 note (m) DECREE, enforcing without a sci. fa., 294 note (a) winding-up order is a, 663, 664 DEEDS, blanks in, 471 et seq. execution of, when it estops, 53 method of, by companies, 220 governed by 7 & 8 Vict. c. 110...225 7 & 8 Vict. c, 113...225 8 & 9 Vict. c. 16...226 19 & 20 Vict. ¢. 47...228 23 & 24 Vict. c. 125...226 Companies act, 1862...228 38 & 39 Vict. c. 55...229 abroad, 229 transfers of shares must be made by, when, 467 notes (7), (72), (x) when binding on company, 198 DEEDS OF SETTLEMENT (Companrzs’) directory and imperative clauses in, 172 et seq. effect of. tampering with, on shareholder’s liability to be made a contribu- tory, 85 mis-statement as to, on such liability, 85 not executing, 49 e¢ seq. as between company and shareholder, 45, 49 et seq., 757 execution of, by member, 44 public bound to notice, 165 See COMPANIES DEEDS OF TRANSFER, blank, 472 when necessary, 467 DEFENCE, illegality, where a, 139 of actions by official liquidators, 708 to actions for calls, 428 for dividends, 487 for specific performance of agreement to take shares, 587 DEFUNCT COMPANIES, 113, 871 DELAY effect of, on an irregular retirement from company, 822 in sending in transfers for registration, 833, 835 in application to rectify register, 124 mn carrying in claims in winding up, 723 in repudiation of shares, 25 et seq., 73, 85, 771 when a bar to relief, 582 et seq. DELEGATION OF AUTHORITY by directors, 156, 329, 338 of power to accept surrender, 518 of powers by company, 322 GENERAL INDEX. DEPOSIT, PARLIAMENTARY, application of in payment of debts, 102 note (/), 904 necessity for, 102 DEPOSITS ON SHARES, actions to compel payment of, 606 to recover back, 29, 35, 589 evidence in, 30 note (y), 34 effect of paying when shares applied for, 15 when company abortive, 22 injunction to restrain return of, 600 lien for, none, 32 when applicable to pay preliminary expenses, 32 when not so applicable, 30 when returnable, 29 et seq. returnable though deed has been signed, 33 where fraud, 75, 593 misrepresentations, 74 et seq. when not returnable, 32 DESTRUCTION OF ACCOUNTS, penalties against fraudulent, 446 DEVISEES, when contributories, 813 DIRECTORS, 1, Generally, accounts of company, right to see, 441 liability for fraudulent, 440 acquiescence of shareholders, effect of, on liability, 377 actions against for misrepresentation, 87 et seq. on bills of exchange, 231 et seq. on promissory notes, 231 et seg. who ought to be parties to, 565 advances by, to company, 198, 380 et seg. agents of company not of each other, 82, 83, 244 agreements with, specific performance of, 588 ‘ allowances to, for trouble, &c., 388 appointment of, 337 irregular, 300 consequences of, 155, 166, 167 authority of, 155 et seg., 298 et seg. See, also, IMPLIED PowErs commencement of, 158 delegation of, 156, 329, 338 of power to accept surrender, 518 duration of, 158 excess of, 240 et seq. liability for, 240 notice of, 241 for particular purposes. See IMPLIED Powers as regards each other, 82, 83, 155, 244 actions, to bring and defend, 265 declaration of dividends, 429. See DivipENDs fill vacancies in their own number, 302 forfeit shares, 528 et seq., 842 et seg. make calls, 408. See Cauis ratification, 177 et seg. See RATIFICATION 1177 surrender of shares, 517 et seg., 837 e¢ seg. See SURRENDER transfer of shares, 464 et seg., 834 irregular exercise of, effect, 300 limits of, 161, 163 majority, 156, 158 mistakes as to, not liable for honest, 242 1178 GENERAL INDEX. DIRECTORS—continued. 1, Generally—continued. authority of-—continued. quorum, 156, 174, 299 less than, 155—157, 174, 300 note (&), 302 bankruptcy of, effect on liability, 374 how far a disqualification, 302, 337 board of, validity of acts not done at, 157, 158 meetings of, 304 et seg. See Merrines bonuses on sales, &c., must account for, 367 cannot buy shares out of funds of the company, 179, 520, 526 commissions on sales, &c., must account for, 367 contracting as principals, 243 contracts with, must be referred to in prospectus, 91 between them and their company, validity of, 328, 368 contribution, inter se, 378 control of by shareholders, 303 by court, 575 of corporations liable to attachment, 279 criminal liability of, for carrying on illegal business, 141 for fraudulent accounts, 440 payment of dividends out of capital, 433 prospectus, &c., 87 de facto, 330, 336 is within § 165 of Companies act, 1862...694 note (1) discovery against, 265, 595 : discretion as to approving transfers whether exercisable by the Court after a winding up, 834 et seq. disqualification of, by bankruptcy, 302, 337 holding other offices, 300 note (i), 827, 387 interest in contracts, 300 note (i), 8327, 337 duties of, to observe good faith, 368 ef seg. commencement of duties, 365 as to surrenders of shares, 517 et seq. é as to transfers of shares, 464 et seg., 834, 835 as to transmission of shares, 468 as trustees, 363 et seq. of their powers, 364, 377 to account for benefits received from promoters, 367 bonuses or commissions on sales, 367 profits made by employment of companies’ assets, 365 by issuing shares, 365, 366 secret profits, 345 et seg., 865, 367 share qualifications improperly received, 367 election of, 298 ef seg. examination of, 282 note (2), 694 et seg. fees of, not payable until after debts, 389 fiduciary position of, 363 et seq. forfeiture of shares, powers as to, are trusts, 532 frauds of. See Fraup liability for, 88 et seq. when imputable to company, 211 et seq. indemnities by, to company, 201 to, from shareholders, 380 ef seq. unter se, 378 injunctions against. See InsJuNoTIONS interest charged against, for misapplication of funds, 375 interference by court, with, 575 liability of, 289 et seq., 368 et seg. See, also, LIABILITY oF DirnEcToORS effect of acquiescence on, 377, 378 of bankruptcy, 374 of death, 374 for accounts, fraudulent, 446 GENERAI, INDEX. 1179 DIRECTORS—conttnued. 1. Generally—continued. liability of—continwed. for acts of each other, 88, 244, 374, 375 acts done bond fide, 373 note (i) acts of other agents, 240 assets lost or misapplied, 371 ct seq. bills and notes, 231 et seq. bonuses and commissions, 367 breach of trust, 374 buying out shareholders with company's money, 520, 527 compromising claims, none if bond fide, 374 contracts, 240 errors of judgment, 373 excess of authority, 241 e¢ seq. frauds, 88—92, 289. See, also, FRaups of co-directors, 88 guarantees, 200 indemnities, 200 misfeasance under § 165 of Companies act, 1862...694 misrepresentations in prospectus, 88 et seq. negligence and wilful default, 372 by relying on others, 374 not stopping unsuccessful company, 373 overdrawing banking account, 196, 242, 243 paying dividends out of capital, 432 profits improperly made, 364 ef seq. promotion money improperly paid, 372, 374 qualification shares obtained from promoters, 367 sales to company, 369 torts, 239 et seq. may be unlimited though company is limited, 116, 253 rate of interest charged against, 375 Statute of Limitations, its application to, 374 loans to, 378, 374 by, to company, 193, 388 majority of board may act, 156, 158 may issue shares and debentures to themselves at a discount, when, 369 meetings must be duly summoned, 157 note (uw), 158, 304 et seq. misconduct of, no ground for winding up, 632 notice to, when it affects company, 156, 204 through the books of the company, 518 note (¢) number of, 299 vacancies in, 302 varying, 299 of illegal companies, liability of, 131 paying dividends out of capital, 432 powers of, treated as trusts, 377 cease on voluntary winding up, 879 presents to, 321, 366 note (wu), 389 qualifications of, 300 acting without, 794 liability as contributories in respect of share qualifications, 790 et seq. may not receive from promoters, 367 transfer of, to avoid liability, 825 quorum of, 155—157, 174, 299, 302 recovery of monies by, improperly distributed amongst shareholders, 389, 390 removal of, 302, 327, 332 remuneration of, may not vote themselves, 303 no implied right to, 366 note (w) sales by, to the company, 357 et seg., 369 selling shares for their own benefit, 365 selling his own shares as unallotted, 592 statements of, when binding on the company, 206 211 et seq. 1180 GENERAL INDEX. D IRECTORS—continued. 1, Generally—continued. transfer of shares, 464 ef seg. See TRANSFER consent of, when required, 464 e¢ seq. how to be exercised, 465, 466, 696 note (h) power of court to consent, 833 et seq. to transfer of his own shares, 467 to, distinguished from a surrender of shares, 830 to and by, contributories in cases of, 830, 831 transmission of shares, consent of, to,.not necessary, 468 unregistered securities held by, are valid, 203 vacancies in number of, 302 when not necessary parties to actions against companies, 572 who are, 299 persons deemed to be, 299 2. of companies governed by Cos. Cl. Cons. act, 8 & 9 Vict. c. 16...327 et seg. contracts between them and their companies, 328 indemnity of, 330 powers of, 329 3. of companies governed by Companies act, 1862 appointment, 337 conduct of, may be investigated on winding up, 694 delegation of powers by, 156, 338 disqualifications of, 337 duties of, 338 liability of, in limited company may be unlimited, 116, 253 meeting of, 337 not using word limited, 231, 253 pay of, 337 removal of, 337 See CoMPANIES DIRECTORY CLAUSES, 172—175 as to number of directors, 299 DISCHARGE from liability. See LiaBiLiry of winding-up order, 662 DISCLAIMER of shares by trustee in bankruptcy, 553 DISCLOSURE of contracts on prospectus, 91 DISCOUNT, debentures may be issued at, 197, 401 note (c) holder of shares issued at, a contributory, 787 shares cannot be issued at, under Companies act, 1862...334, 396, 401 when shares may be issued at, 396, 399 when directors may take shares and debentures issued at, 369 DISCOVERY, affidavit of documents by directors, 595 against companies, 594, 595 interrogatories, officers of company may be examined by, 265, 594 public officers may be examined by, 270 of shareholders, provisions for, 282 DISCRETION of court as to granting mandamus, 605 interfering between shareholders, 574 et seq. making a winding-up order, 630 calls, 846 of directors, as to allowing transfers, 364, 465, 834 exercise of, by court, 834. See, also INguNcTION; SPECIFIC PERFORMANCE GENERAL INDEX, 1181 DISMISSAL of company’s servants by winding up, 729 DISPUTES between shareholders, how settled, 314 ef seq. in ordinary course of business, 316 e¢ seq. involving change of business, 319 et seq. See, also, Masoriry DISQUALIFICATION of directors, 300 note (i), 802, 327, 337 shareholders. See SHAREHOLDERS DISSOLUTION by bankruptcy, 610 by bankruptcy of one shareholder, 610 causes of, 608 effect of, on rights of creditors, 885 in winding up. See WINDING UP jurisdiction of court after, 684 note (c) of building societies, 917 of companies, 871, 885 of foreign companies, 623, 912 of industrial societies, 922 of railway companies, 901 et seg. order for, 870 winding up a company already dissolved, 619 DISSOLVED COMPANY, may be wound up, 619 jurisdiction over, 885 DISTRESS, effect of winding-up order on right, 678 for rent, 678 rates, 681 priority for, 718 DISTRIBUTION of surplus assets on compulsory winding up, 867 et seg. on voluntary winding up, 885 DIVIDENDS, actions for, 437, 438 apportionment of, 546 bonuses and, distinction between, 545 guarantee fund to provide, belongs to company when, 436 injunction to restrain payment of, 571, 574 mandamus to compel payment of, 605 must be paid in money, 436, 580 payment of, 429 et seq. actions to restrain, 571, 574, 605 by insolvent company, effect of, as regards contributories, 84 in particular companies, 437, 438. See CoMPANIES on shares of unequal amount, 434 out of capital, 321, 334, 430 provisions of Companies act, 1862, as to, 488 to married women, 436 to preference shareholders, 435 when creditors are unpaid, 430 where share is subject to a charging order, 436, 460 transfer of share has been forged, 483 payable ratably according to number of shares, 434 right of legatee of shares to, 544 purchaser of shares to, 490 shareholders not liable to refund, although based on erroneous valuation, 433 1182 GENERAL INDEX. DOCK COMPANIES. See CoMPANIES governed by 8 & 9 Vict. c. 16 shares in, not within the Mortmain acts, 452 DOCUMENTS, inspection and production of in winding up, 658, 692 lien on of company being wound up, 692 . DOMICIL of companies, 87, 38, 910, 911 DRUGGISTS, companies carrying on business of, 138 DUE, meaning of the word, 458 note ( p) DURATION of companies. See DissoLuTIoN ; WINDING UP of liability of shareholders. See LIABILITY commencement of, 254 termination of, 255 as regards future acts, 255 past acts, 256 in cases of amalgamation, 258 et seq. DUTIES of directors generally. See ANALYSIS oF Conrents, Bk. III. See, also, DIRECTORS ELECTION of directors. See Directors ELEGIT. See ExEcuTION scire facias after, 296 ENROLMENT of surrender of charter, 99 EQUITABLE DEBTS, proof of, in winding up, 722 EQUITABLE MORTGAGEE, when a contributory, 806 ESTOPPEL as to shares issued as fully paid up, 787 by carelessness giving rise to a fraud, 486 contributories by, 757 et seq. effect of, as between company and shareholder, 49 as between creditor and shareholder, 54 calls upon, 421 ignorance of material facts on, 58 foreign laws of, 913 in actions for calls, 421 in cases which are ultra vires, none, 168 of company by its register, 60, 108 certificate of shares, 64, 484, 485 seal, effect of company’s, 199, 221 note (5), 225 shareholder, by, 48 e¢ seq. by being on register, 60, 106 execution of companies’ deed, 53 where shares illegal, 52 irregularly issued, 52 transfers in blank, 481 See ForMALITIES ; REGISTER ; SHAREHOLDERS GENERAL INDEX. 1183 EVIDENCE. See Inprx No. I. acts of one member of committee, none against another, 145 books of companies being wound up, how far, 705 of official hquidator, 705 in actions for calls, 428 recovery of deposits, 30 note (y), 34 minutes of meetings, 312, 335 of custom of Stock Exchange, 501, 515 of brokers, 508 note (7), 515 of incorporation, 111 in criminal cases, 112 note (2) on petition to wind up ccmpany, 657, 689 in opposition to, 658 returns to stamp office by banking company, 110 that a company is registered, 111 e¢ seg. a person is a shareholder, 15 et seg., 44, Book I. cap. LI. See Recisren by admission, 64 certificates of title, 64 official returns, 45 note (a), 57 et seg. registers generally, 57 et seq. rough share-book, 59 in a cost-book mining company, 96 companies governed by 7 Geo. 4, c. 46 ..109, 288 8 & 9 Vict. c. 16...103, 292 the Companies act, 1862.. 119 in proceedings by scz. fa., 288, 292 to be produced by a broker seeking to recover a call paid by him, 513 note (m) to correct register, 61 See also ComPANIEs ; LIABILITY; PRooF oF Dests; NoricE; STAMP EXAMINATION of affairs of company under Companies act, 1862, by inspectors, 335 directors, 282 note (i), 694 et seq. persons in winding up, 689, 690 et seg. EXCLUSION of shareholders from register, damages for, how far recoverable, 124 EXECUTED : and executory contracts of corporations, 221 EXECUTIONS, 276 et seq. against company or person named in the judgment, 278 corporations, 278 executors of a deceased shareholder, 539 past shareholder, 286 protected property, 278 public officers under-7 Geo. 4, c. 46...278, 285 7 Wm. 4&1 Vict. c. 73...289 rolling-stock of railway companies, 278 shareholders in companies governed by Geo. 4, c. 46...285 the Letters patent act, 289 8 & 9 Vict. c. 16...290 other companies, 293 upon a judgment obtained against « company or its public officer, 280 e¢ seq. attaching shares, 463 charging shares, 460 discovery of shareholders on, 282 for separate debt of shareholder, 9 note (d), 460 et seq. in cases of fraud by creditor, 283 injunction to restrain, 282 note (%) leave to issue, 281 et seg. registry of judgments against companies, 281 right of creditor to proceed against individual shareholders, 282 1184 GENERAL INDEX. EXECUTIONS—continued. scire facias against shareholders, 281, 294. See Sci. Fa. shareholder can only be proceeded against after judgment against com- pany, 280 when funds only are liable, 279 mandamus in such case, 279, 280 where company is being wound up, 676 et seg., 682 EXECUTORS of deceased shareholder actions against, for calls, 425, 427 note (») liabilities of after transfer of shares, 831 for fraud of their testator, 88 for not selling shares, 547 to be made contributories, 537, 812 to calls, 426, 848 to creditors of the company, 539 to separate creditors and legatees of deceased, 540 et seq. set. fa. did not lie against, 295 when they allow shares to be transferred into their own name, 538 rights of, to indemnity against calls, 536 to petition to wind up company, 537, 628 transfer of shares by, 537, 538 transmission of shares to, 468, 537, 538 See DeaTH EXISTING COMPANIES, registration of, under act of 1862. See REGISTRATION EXPENSES of forming company under 8 & 9 Vict. c. 16...400 liability of company for, 606 promoters for, 605, 606 subscribers for, 30 See also CONTRIBUTION EXPULSION from clubs, 303 note (e), 528 note (a) from corporations, 528 note (a) from tran associations, 528 note (a) See FoRFEITURE EXTENSION OF BUSINESS, 199 EXTRAORDINARY MEETING, 307. See MEETING EXTRAORDINARY RESOLUTION, 877 FACTORS ACTS do not apply to shares, 476 FALSE PRETENCES, indictment for obtaining money under, 87 note (2) FALSE STATEMENTS, actions for damages for, 73 for rescission of contract for, 71, 589 et seg. by directors, liability of company for, 211 e¢ seg. effect of, on contributories, 79 et seq. ensnaring public by, 131, 132 See also Fraup ; MIsREPRESENTATION FEES of directors cannot be paid until debts are satisfied, 389 GENERAL INDEX, 1185 FELONS, 38 FEME COVERT. See Marriep WomMEN FICTITIOUS NAME, shareholder assuming, 59 FIDUCIARY RELATION of directors to company, 363 ef sey. of promoters to company, 347 ef seq. FIRE INSURANCE COMPANY. See Insurance CoMPANIES majority cannot change to marine insurance company, 321 FLOATING SECURITY, effect of winding-up order upon, 197, 665 uote («) nature of, given by a debenture, 197 FOREIGN COMPANY, 909 et seg. contracts of, 910 conventions as to, 914 dissolution of, 623 forfeiture of shares in, 528 note (a) how wound up, 622, 912 jurisdiction over, of English courts, 622, 911 et seq. law applicable to transactions of, 913 liability of members of, 913 may be registered, 116 unless incorporated, 115 public officers of, 910 residence of, 910 security for costs required from, 263 service of writ on, 264 note (p), 911 transfer of shares in, 481 when Court will refuse to wind up, 622 FOREIGN GOVERNMENT, conventions with, as regards foreign companies, 914 injunction to restrain application to, refused, 324 note (2) FOREIGNERS may register company to carry on business abroad, 116 FORFEITURE OF SHARES, 528 et seq., 842 et seq. action for, 63 by directors improperly appointed, 300 cancellation of forfeited shares, 530 clause in articles authorising if sharehelder sued company, illegal, 528 effect of, 533, 584 for non-payment of calls, 425, 552 in cost-book mining companies, 326, 529 in companies governed by 8 & 9 Vict. c. 16...833, 529 Companies act, 1862...530 in the case of illegally subdivided shares, 843 note (mm) injunction to restrain, 534, 535, 597 of bankrupt shareholders, 552 power to forfeit must be exercised bond fide, 582 relief from, 534, 571 right to forfeit shares, 322, 528 where subscriber has not executed company’s deed, 529 note (b) shareholder may be a contributory notwithstanding, 842 et seq. where forfeiture irregular, 843 statutes authorising, 529 surrender if ultra vires not valid as, 845 to enable shareholder to retire, 532 what amounts to, 533 ; when right to forfeit co-exists with right to sue for calls, 425, 530 for interest on calls, 531 note ( p), 534 note (c) L.c. *h G 1186 GENERAL INDEX. FORGED instrument, what is, 198 transfers, 483 et seq. FORGERY no bar to civil proceeding for damages occasioned by, 483 note (v) of scrip, 65 note (0) FORM OF CONTRACT, effect of, on liability of companies, 220 et seg. FORMALITIES. See also IRREGULARITIES imperative and directory clauses, 172 ct seq. to be observed before becoming a shareholder complied with by the company, 46 effect of not observing, as between company and alleged shareholder, 49 as between creditor and alleged shareholder, 54, 289 as regards contributories, 758 necessity of observing, 44 et seq. waiver of observance of, 47, 49 writing, when agreement to take shares must be in, 761 to be observed by directors and companies in exercising powers, effect of not observing, 166 ef seg., 316 presumption in favour of regularity, 168 FORMATION OF COMPANIES, 11 et seg. See Conrrnts, Bk, I, Cap. I. agreements for, specific performance of, 585 of chartered companies, 97 of companies governed by Letters patent act, 99 by special act of Parliament, 102 expenses of formation liability of companies for, 146, 147 subscribers to abortive company, 30 payment out of deposits, 32 recovery of, 146 when completed, 18 FORMER MEMBERS. See Past Members ; RETIRED SHAREHOLDERS in winding up, 816 et seq. FRANCE, convention with, 914 FRAUD. See MiskREPRESENTATION : general rules as to fraudulent statements, 68 e¢ seq., 590 must be made to induce person to act on it, 70, 90 be of fact, 68 intention may be a fact, 69 be untrue, 69 have been acted upon, 71, 77 et seq., 84 ambiguous statements, 71 concealment of material facts, 70, 90 where fraudulent, 90 exaggerated opinions, &c., 69 intention, 69 opportunity of ascertaining truth by person deceived not material, 72 statements true when made but subsequently untrue, 21, 69 authority of agents in matters of, 211 by company no defence on sci. fa., 283 by person not a party to the contract, 84 by promoters, 352 et seq. contributories in cases of, 776 dispositions of company’s property in fraud of creditors, 278 GENERAL INDEX. 1187 FRAUD—continued. civil remedies for recovery of damages, 73, 216, 219 from company, 74, 216 ef seq. when winding up, for fraud inducing membership, 74, 217 note (0), 754 from person guilty of fraud, 88 et seg. See Direcrors under section 38 of Companies act, 1867...91 from executors of person guilty of, 88 lapse of time, effect of, on, 90 measure of damages, contract to take shares, 90 rescission of contract induced by 72, 74 et seg., 211—216, 589 ef seq. of contract to take shares, 74 et seq. effect of persons taking shares on faith of others being share- holders, 86 fraud imputable to the company, 79—81 of the company not cause of contract, 84 repudiation too late, 85. See REPUDIATION fraud not imputable to the company, 81—84 by person not a party to the contract, 84 prospectus fraudulent under Companies act, 1867, s. 38... 91, 92 when company is being wound up, 589, 753, 776 when company is not being wound up, 590 of eontract with promoters, 352 et seq. delay may bar right to, 584 criminal responsibility of directors and others fraudulent accounts, 446 fraudulently raising or lowering the price of shares, 488 issue of invalid shares, 394 obtaining settling day on Stock Exchange, 87, 488 payment of dividends out of capital, 433 publishing fraudulent reports, 87 judgment obtained by, shareholder’s right to impeach, 283 in sale of shares, 496, 592 liability of directors for, 87 et seg., 239. See Directors ; LIABILITY liability of company for frauds of its agents, 211—219 on Stock Exchange, 218 rectification of register in cases of, 123 return of deposit, effect of, on right to, 34 sanctioned by a majority, interference of court, 581 when a ground for winding up, 632 FRAUDS, STATUTE OF and Companies act, 1862...282 and Companies clauses act, 227, 228 shares, how far within, 452, 453, 490 FRAUDULENT accounts, 446 penalties for, 446 companies, winding up of, 632 preference, 668 sales of shares, 496 statements, 68 et seg., 590. See FRAuD; MISREPRESENTATION transfers, 464, 465 contributories in case of, 825 et seq. FREEHOLD LAND SOCIETIES are not associations for gain, 115 FRIENDLY SOCIETIES, loans by, 201 winding up of, 619 FULLY PAID-UP SHARES. See Parp up; SHARES FULLY PAID UP 4a2 1188 GENERAL INDEX. FUNDS OF COMPANIES, injunctions to restrain misapplication of, 321 e¢ seq. liability limited to, 246 et seq. creditor has no rights against shareholders, 284 distribution in winding up, 736 mandamus to pay out of, 280 rights against funds, 249, 279, 280 powers of majority over application of, 321 what cannot be paid out of, 321 et seg. GAIN, carrying on business for, what is, 114, 115 companies not for, 10, 117 note (s) GAMING in buying and selling shares, 488 GARNISHEE ORDER, staying proceedings under, after a winding up, 678 GAS COMPANIES, pills of exchange, no implied power to draw, 185 contracts not under seal, 226 GAZETTE. See ADVERTISEMENTS GERMANY, convention with, 914 GOODS AND CHATTELS, shares, how far, 453 GOOD FAITH required from directors, 363 from promoters, 345 et seq. GRATUITIES, power of companies to give to servants, 318 GREECE, convention with, 914 GUARANTEE, companies limited by. See CoMPANIES GOVERNED BY COMPANIES Act, articles of association necessary, 117, 118 memorandum of association of, 117 of profits to other companies, 200 note (y) when companies bound by, 200, 201 GUARANTEED DIVIDENDS, 435, 436 GUARDIAN of infant shareholder, right to vote under Companies clauses act, 332 contributory, right of, 809 note (x) HEIRS OF DECEASED SHAREHOLDERS, liability of, in winding up, 813 HISTORY of law of companics, 2 ef seq. of winding-up acts, 611 et seq. HOLDING OUT, effect of name inducing others to take shares, 86 in cost-book mining companies, 96 note (77) none by being on register, 60 unless formerly a member, 256 GENERAL INDEX. 1189 HUSBAND of shareholder, liability of, 42 in banking company under 7 Geo. IV. ¢. 46...109 transmission of shares to, 468 voting, 310, 311 when a contributory, 807 ILLEGAL COMPANIES, what companies are, 130 e¢ seg. ; Bk. I. c. 5, §1 assuming to act as a corporation, 131, 134 note (0) bankers, 136—138 chemists, 138 druggists, 138 licensed trades, 138 non-registration, by reason of, 136 scrip companies, at common law, 133 since Companies act, 1862...135 consequences of illegality, 139—142 actions by and against, 140, 141 actions for account, 139 administration of trusts, 141 contract to form is illegal, 189 contribution for loss by illegal transaction, 141 indictment of, 141 proof in bankruptcy for debt due to, 141 recovery of subscriptions, 139 recovery of debts, 141 sales of shares in, 140, 487, 516 winding up of, 141, 621 ILLEGAL ISSUE OF SHARES, when holders are liable for, 52, 774 ILLEGAL SALE OF SHARES, 140, 487, 516 IMPERATIVE AND DIRECTORY CLAUSES, 172—175 IMPLIED CONTRACT to carry on business, 249 IMPLIED POWERS. Bk. II. ¢. 3, s. 1 arising from business of company, 317 ef seq. of directors, generally, 155, 161 e¢ seq. as regards actions, 265 admissions, 183 amalgamation, 183, 891 arbitration, 184 bills and notes, 185 et seq. pills in Parliament, 186 bonds, 186 borrowing money, 187 cheques, 196 compromise, 196 debentures, 196 deeds, 198 extension of business, 199 gratuities, 318 insurances, 201 investments, 201 judicial proceedings, 201 leases, 201 loans, 201 mortgages, 202 1190 GENERAL INDEX. IMPLIED POWERS—continued. notices, 204 pensions, 318 pledges of chattels, 202 purchases, 205 purchase of shares of company out of company’s funds, 179 ratification, 177 et seq. representations and admissions, 206 sales, 207 transfer of business, 208 of promoters of companies, 148 et seq. INCHOATE COMPANIES. See ABorTIVE COMPANIES INCOME TAX, payment of, by companies, 911 INCORPORATED COMPANIES, actions by and against, 262 e¢ seq. are public companies, 462 causes of dissolution of, 609 formation of chartered companies, 97. See CHARTERED CoMPANIES companies incorporated by special act of Parliament, 102 registered companies, 111 liability of members, when company’s liability is limited to its funds, 250 See CoMPANIES ; CORPORATION INCORPORATION. See InpEx No. I. by registration, 111 proof of, 112 in criminal cases, 112 note (n) effect of, on sureties, 127 note (p), 146 note (x) INCREASE OF CAPITAL. See Caprran generally, 397 difference between aud borrowing, 191, 192 of cost-book mining companies, 398 under Companies clauses consolidation act, 399 under Companies acts, 401 INDEBTED, meaning of the word, 458 note (7) INDEMNITY, generally, 379 et seq. agreement with shareholders for, no answer to action against company Shaw’s claim, 10 Ch. 177 amalgamation of companies on, 201 contracts for, enforcement of, 588 broker’s right to, 512 not for their own default, 514 directors’ right to, generally, 378 ef seq. when right is restricted, 386 under Companies clauses act, 330 when dividends have been improperly paid, 432 note ( tT) public officer's right to, 379 shareholders’ right to, against judgments, 379 from directors, 385, 386 for having paid company’s debt, 412 note (x) specific legatee’s right to, out of assets of deceased, 544 trustee of company, right to, in winding up, 727, 805 trustees’ right to, against being made a contributory, 539, 805 transferor of shares to a bankrupt transferee may prove in respect of his right to, 554 persons entitled to, may prove against company, 728 right to, in winding up, 727, 728 GENERAL INDEX. 1191 INDEMNITY—continued. rights to, on sale of shares, 493 to outgoing shareholders against liabilities, 201 to shareholders against loss, 201 when company bound by, 200, 201 See also CONTRIBUTION INDICTMENT, for conspiracy to obtain settling day, 87 nauculet: accounts, 446 fraudulently paying dividends out of capital, 433 inducing persons to take shares, 448 obtaining money under false pretences, 448 note (b) issuing too many shares, 394 stealing property of company, 268 note (7) illegal companies, 141 INDUSTRIAL AND PROVIDENT SOCIETIES, generally, 915 et seq. can be wound up voluntarily, 614 note (0) court having jurisdiction to wind up, 615 formerly sued and were sued by public officer, 266 note (c) INFANTS, companies’ right to object to, 811 liability of jobber who passes name of, 503 purchaser who passes name of, 509 necessaries, liability for money borrowed and expended in, 236 rectification of register by, 123 repudiation of shares by, 39, 810 shareholders, 39 liability of, to calls, 422 to be contributories, 809 signature of memorandum of association by, 39 transfers to, 828 transferors to, when contributories, 811, 828 vote by guardian under Companies clauses act, 332 INJUNCTION, generally, 596 et seq. against companies and directors, 596 et seq. instances when granted, 596—599 refused, 599—602 limited company, undertaking as to damages, 264 for correction of register, 61, 108 to restrain actions against companies being wound up, 669 et seq. against shareholders at instigation of directors, 560 advertising plaintiff as promoter of a company, 596 carrying on business under similar name, 113 dissolution of company, 885, 886 executions against one shareholder at the suit of another, 282 companies being wound up, 676 ct seq. holding improper meetings, 304 illegal acts, 596 et seq. improper application of company’s funds, 321 ct seq., 599 application to Parliament, 323 to foreign government, 324, note (/) forfeiture of shares, 535 keeping plaintiff's name on register of shareholders, 61, 596 majority, 579 minority, 581 making or enforcing a call, 577, 599, 600 payment of dividend in shares, 597 presentation of winding-up petition, 637 note (n) proceedings for a libel upon the directors, 598 1192 GENERAL INDEX. INJUNCTION—continuwed. generally—continued. to restrain purchase by company of its own shares, 599 obtaining a charter, 98 note (2) registering one company in same name as another, 112 note (0), 113 submitting improper resolutions to a meeting, 304, 599 surrendering a charter, 323 INSOLVENCY, tests of, in winding up, 631 INSPECTION, of accounts, 439 ct seq. under Companies clauses act, 441 Companies act, 1862...442 Life insurance companies act, 446 Stannaries act, 445 by Board of Trade, 444 of books in hands of liquidator, 704 of company’s books, 313, 314, 595 of register of shareholders, 103, 125 by creditors, 282 of registered documents, 126 right to, includes right to copy, 314 sharcholders, rights of, under Companies clauses act, 333 Companies act, 1862...343 Stannaries acts, 325 mandamus to permit, 440 in winding up, 658, 692 See Books; and InprEx No. I. INSPECTORS. See InpEx No. I. examination of company’s affairs by, 335 INSTALMENTS, calls payable by, 416 INSURANCE COMPANIES, amalgamation of. See AMALGAMATION cflect of on creditors, 258 on policy holders, 259 distribution of funds where liability is limited to them, 733, 736 Life. See Lirz Assurance CoMPANIES inajority cannot change nature of, 321 mutual. See Muruat Insurance CoMPAnies petition to be wound up presented by, before registration, 127 note (I) policies of, binding on, though issued irregularly, 169 power to transfer assets although policies payable out of them, 249 provisional liquidator, when appointed, 659 registration of, 114 shares in, not within Mortmain acts, 452 aa may be wound up under Companies act, 1862, when, 617 note (2 valuation of policies and annuities in winding up, 732 INSURANCES, when binding on company, 201 INTENTION, untrue statement of, 69 INTEREST, on calls paid in advance, 32] note (s), 870 not paid at proper time, 414, 581 note (p), 584 note (c), 847 on debts in winding up, 724 on share warrants not payable out of capital, 321 rate of, charged against directors, 375 . GENERAL INDEX. 1198 INTERNAL MANAGEMENT, interference of court with, 304 INTERPLEADER in cases of forged transfer, 483 note (ww) INTERROGATORIES, to whom delivered, in actions against companies, 265, 594 examination of public officers by, 270 INTRA VIRES. See ULTRA VIREs. distinction between acts, and acts wltra vires, 161 ef seq. INVESTING in shares, 450 IRELAND, actions in, against compar; in liquidation, stayed when, 674 note (7) court for winding up companies in, 615 old companies in, how wound up, 623 IRREGULARITIES, effect ot non-observance of formalities, 43 et scq. effect of, on validity of acts of directors, 155 et seq., 166 ef seq. irregular acts distinguished from unauthorised acts, 161 ef seg. liability of company for, 155 e¢ scg., 166 ed seq. in appointment of directors, 166, 167, 300 in making calls, 409, 412, 415 waiver of, 47, 49 as between company and shareholder, 44 as between creditor and shareholder, 54 ag regards contributories, 758 See, also, FoRMALITIES ISSUE OF SHARES, illegal, effect of, 52 criminal liability for, 394 what amounts to, 783 ITALY, couvention with, as to companies, 914 JOBBER, 500. See Broxrr, and SALE or SHARES JOINT OWNERS OF SHARES, survivorship between, 538 survivor contributory, 812 JOINT STOCK COMPANY. See Comrantrs history of law relating to, 2 ef seq. JUDGE, interested in company as to which he adjudicates. Re Hopkins, 1 E, B. & E, 100 JUDGMENT, against companies, execution of, against company, 276. See EXECUTION against shareholder, 280 et seq. obtained by fraud can be impeached by shareholder, 283 registry of, 281 validity of, cannot be questioned on sez. fa., 283, 297 except for fraud, 283, 297 may be disputed on petition to wind up, 638 colonial, may be sued upon here, 294 note (7) foreign, 914 1194 GENERAL INDEX. JUDGMENT—continued. in action for call, not set aside for irregularity of call, 415 of county court against company, execution of, 280 shareholder’s right to indemnity against, 379 winding-up order is a, 663 mode of enforcing, 697. See ORDER JUDICATURE ACTS, ; effect of, on actions between companies and their members, 271, 561, 562 section 10, effect of, 678, 719 et seq. JURISDICTION of court under act of 1862. See WINDING UP, and INDEx No. I. of judge in chambers in winding up, 686 of Stannaries. Sce STanNARTES ; Cost Book MininG CoMPANIES over foreign companies, 911 et seq. dissolved companies, 885 service of notices in winding up out of, 685 note (¢), 687 “‘JUST AND EQUITABLE ” to wind up company, when, 631 LACHES, when a bar to relief, 582 et seg. in barring right to an account, 583 in making claim in winding up, 723 in not applying to be removed from list of contributories, 748 in repudiating shares, 79 et seg., 772 in setting aside agreements, 582, 584 LANCASTER, winding up companies by Palatine Court of, 616 LAND, shares not an interest in, 451—453 LANDS CLAUSES CONSOLIDATION ACT. See ComPpaNres GOVERNED BY 8&9 Vicr. c. 16 appointment of arbitrator under, 228 LAND COMPANIES, where shares of, within the Mortmain acts, 452 LANDLORD, right of, to distrain in winding up, 678 to future rent, 731, 886 note (z) LAPSE OF TIME. See Denay, Trmn, LacnEs LEASES, to and by companies, 201, 202 specific performance decreed against directors, 243 note (a) LEAVE OF COURT in matters connected with winding up, 708, 712 LEDGER, when a sufficient register, 59 LEGACY, of shares, 540 et seq. absolute legacies, 542 ademption of, 541 apportionment of interest and dividends, 546 income of, before sale, as between tenant for life and remainderman, 543 legacies for life, 542, 545 legatee may decline to accept, 541 GENERAL INDEX. 1196 LEGACY—continued. of shares—continued. liability of executors for not seiling when bequeathed upon trust for sale, 547, 548 probate duty, 543 passes stock, 400 note (¢) not debentures, 400 note (¢) specific legatee, rights of, 542 et seq. to profits and bonuses, 544, 545 liability of, to calls, 543, 544 as contributory, 812 what will pass shares, 541 LEGALITY. See ILLEGALiTy LEGATEE, when a contributory, 812 See Legacy LEMAN’S ACT, 489 LETTERS OF ALLOTMENT, 14. See ALLOTMENT LETTERS PATENT ACT, 99 See COMPANIES GOVERNED BY 7 Wm. 4 & 1 Vict. c. 73 LIABILITY, of agents on warranty of authority, 241. See also AGENTS of companies, attempts to limit, 244 et seq. summary of law as to, 182 by estoppel, 225. See EsrorpEL part performance, 223 ratification, 175, 223 for the acts of their agents not directors, 159 directors, 155 et seq. when irregularly appointed, 160 frauds of, 74, 79 ef seg., 211 et seg. in particular cases, 183 et seg. See IMPLIED PowERs intra vires, but irregular, 166 ultra vires, 152, 162 members, 154 promoters, 146 et seq. acts ultra vires of the company, 151 by adoption, 147 by constitution of company, 146 by taking benefit uf the agreement, 148 in equity, 149—152 for goods supplied, 205 for negligence of servants, 208 for representations, 206 ¢ for torts and frauds, 74, 208 et seq. on amalgamation, 259, 734 on bills of exchange, 230 et seq. on contracts of which company has had the benefit, 235 ct seq. not under seal, 220 e¢ seg. See SEAL oF ComPANY under particular statutes, 226 e¢ seq. when judgment was obtained on, 224 on promissory notes, 230 et seq. to indemnify directors, 378 et seq. See Contract ; COMPANIES of corporations on unsealed contracts, 220 et seg. See Corporations of directors, 239 et seg., 363 et seg. See also Directors; ImpLiep Powers for accounts, fraudulent, 446 acts of each other, 88, 244, 374, 375 acts done bond fide, 373, note (<) 1196 GENERAL INDEX. LIABILITY—continued. of directors—continued. for acts of other agents, 240 assets lost or misapplied, 371 ct seq. acquiescence of company, effect of, 377, 378 bonuses and commissions, 367 breach of trust, 374 buying shares in their own company with company’s funds, 520: compromising claims, none if bond fide, 374 contribution and indemnity, 378, 3879 et seq. costs, in action for infringement of patent, 240, 265 errors of judgment none, 373 excess of authority, 241 et seq. accepting bills, 242 borrowing money, 242 honest mistakes as to authority, 242 issuing debentures, 242 warranty of authority, 241, 243 fraud, 88—92, 239. See also Fraunp of co-directors, 88 under § 38 of Companies act, 1867...91, 92 guarantees, 200 indemnities, 200 misfeasance under § 165 of Companies act, 1862...694 negligence and wilful default, 372 by relying on others, 374 not barred by Statute of Limitations, 374 death, 374 bankruptcy, 374 not stopping unsuccessful company, 373 omitting word limited, 231, 240, 258 overdrawing banking account, 196, 242, 248 paying dividends out of capital, 432 profits improperly obtained from company, 364 ed seg- promotion money improperly paid, 372, 374 qualification shares obtained from promoters, 867 to be contributories in respect of, 790 et seg sales to company, 369 torts, 239 et seq. criminal, carrying on illegal business, 141 conspiring to obtain settling day, 87 fraudulent accounts, 446 issuing false reports, &c., 87 paying dividends out of capital, 433 of corporations to attachment, 279 on bills of exchange, 231, 242 on contracts, 240 when contracting as principals, 243 on promissory notes, 231 may be unlimited though company is limited, 116, 253 rate of interest, charged against, 375 executors for fraud of deceased, 88 for not selling shares, 547 to calls, 536 to be made contributories, 587, $12 et seq. to creditors of company, 539 to creditors and legatees of deceased shareholder, 540 j when they allow shares to be transferred to their own name, 538: of managing committee, 145 to be contributories, 766 of promoters. See ProMoTERS for acts of each other, 148 et seq. for contracts entered into on behalf of an unformed company, 24% for profits made from company, 345 et seq. GENERAL INDEX. 1197 LIABILITY —continwed. of promoters—continued. to company, how affected by bankruptcy, 349 of provisional committee, 145 of purser of cost-book mines for false accounts, 447 of shareholders, 244 et seq. after surrender of shares, 517 et seg., 837 et seq. winding up, 753 to be made contributories, 750 e¢ seg. See CoNTRIBUTORIES to calls, 419, 853. See CALLS to creditors duration of, 254 ef seq. commencement of, 254 termination of, 255 in amalgamation, 258 extent of, 244 et seq. attempts to limit liability, 245 et seg. by a special contract, 245 to funds of the company, 246 et seg., 284, 854 without a special contract, 245 limited by statute, 251 et seq. in companies governed by 7 Geo. 4, ¢. 46...252 7 Wm. 4 & 1 Vict. e. 73...252, 289 8 & 9 Vict. c. 16...252, 290 by Companies act, 1862...253 of past members of, 256, 257, 816 et seq. in companies empowered to sue and be sued, 252 in cost-book mines, 94. See Cost-Book MINING CoMPANIES in foreign companies, 913 on amalgamation, 897 to contribute not to be confounded with liability to creditors, 257 to refund money improperly divided amongst them, 389, 390 transfer of shares to avoid, 465, 825 et seq. where company is not incorporated, 251 shareholders have been deceived by directors, 283. See Friaup shareholder has been induced to become such by creditor suing him, 284 of subscribers for acts of promoters, 144 LIBEL, action by public officer for, 267 liability of company for, 209 on company by member, action lies for, 563 on directors, proceedings by company for, restrained, 598 reports of directors to shareholders when privileged, 209 note (77) LICENCES, companies carrying on business requiring, 138 LIEN by amalgamating companies, 735 effect of winding up on, 668, 726 for deposit, none, 32 miner’s, for wages in cost-book company, 278 note (g) creditors have none on company’s property, 278 on documents of company being wound up, 692 on shares, 456 e¢ seq. agreements for, 457 discharge of, before transfer registered, 124 extent of, 458 of company for debts due to it, 456 of companies governed by particular statutes, 458 of one shareholder as against another, 456 priority of, over equitable charges, 459 vendors, for unpaid purchase money, 496 1198 GENERAL INDEX. LIFE ASSURANCE COMPANIES, accounts to be laid before the Board of Trade, 445 amalgamated, how wound up, 643 commencement of winding up of, 665, 666 amalgamation of, 898 not bound by a marine insurance, 201 reduction of contracts of, 635 when insolvent may be wound up, 634 See InpEx No. I. LIMITATIONS, STATUTE OF, calls when barred by, 427 effect of winding-up order on, 723 effect of, on liability to be put on list of contributories, 822 on liability of directors, 374 in actions for deceit, 90 in cases of forged transfers, 483 payment of debts barred by, in winding up, 7238 LIMITED COMPANIES. See Inpux No. I. change of unlimited company to, 113, 335 effect of omitting the word ‘‘ limited,” 231, 240, 253 exceptional liabilities of members of, 253 “limited” to be added to name of, 118 sorts of, 7, 8, 251 security for costs by, 263 set-off in cases of winding up, 738 with liability of directors unlimited, 116, 253 See CoMPANIES, and WINDING UP LIMITED LIABILITY by statute, 251 ef seq. introduction of, 5 unknown at common law, 245 et seq. alluring statements as to, 245, 246 attempts to introduce, 245 by stipulating that funds only shall be liable, 246, 736, 737 right against funds, 249 members, 250 exceptional liability, 253 of contributories, 853 registering existing companies with, 118 et seg., 127 what companies cannot be registered with, 116 LIQUIDATORS. See, also, in INpEx No. I. in compulsory winding up, 699 et seq. in voluntary winding up, 878—881 appointment and removal of, 878} control of members and creditors over, 881 duties and powers of, 879 where several, 881 in winding up under supervision of court, 889 1. provisional appointment of, 700 of insurance company, 700 duties of, 701 2, official liquidator advertisement of appointment, 702 allowed costs when, 861 out of mortgagee’s security, 865 appointment of, 701 as to investigating debts, 714 et seq. books to be kept by, 704 compromises by, 709 court will act on estimates of, 846 GENERAL INDEX. 1199 LIQUIDATORS—continued. 2. official liquidator—continaed. debts contracted by, 715 description of, 757 discretion as to calls, 846 evidence by books of, 705 final accounts of, how passed, 870 how far represents the company, under old acts, 705 under act of 1862 ..706 inspection of books in custody of, 704 liability of for property invested in them, 707 note (7) loans by, not allowed, 704 note (¢) may consent to transfers after winding up, 837 ought to be receiver when, 675 passing accounts by, 704 payment of costs by, 862 powers of, 707 when more than one, 707 of a survivor, 881 what conferred by statute, 708 removal of, 703 remuneration of, 708 sanction of court when necessary, 708 consequences of acting without, 712 security to be given, 702 settling list of contributories, 745 et seq. solicitor to, 703 demanding more than scale fee, 704 note (7) taxation of costs of, 863 note (s) -transfer of business of company by, 711 vacancies, how supplied, 702 LIS PENDENS, petition to wind up not, 666 LIST OF CONTRIBUTORIES, 745 form of, 746 in voluntary winding up, 884 persons secondarily liable, 816 e¢ seq. resettling, 747 settling, 745 See ConrrizguToriEs. See, also, in InpEx No. I. LIST OF SHAREHOLDERS. See RecIsTER LLOYD'S BONDS issued witra vires, effect of application of money raised by, 237 nature of, 197 power of company to raise money by, 198 LOANS by companies to directors, 328, 368 by directors to company, 193, 387, 388 by friendly societies, 201 by liquidators, not allowed, 704 note (:) See ADVANCES LOAN CAPITAL, 391 LOAN NOTES improperly issued, 188 note (*) LOSS OF CAPITAL reduction of capital on, 403 And see CapiTaL; InvEx No. I. 1200 GENERAL INDEX. LUNATICS, 40 committee of, may vote under Companies clauses act, 332 transfer of shares held by, by order of court, 469 when a contributory, 811 MAJORITY, at meetings, 318 resolution of, is resolution of meeting, 308 of contributories, wishes of, as to winding up, 641 of creditors, wishes of, as to winding up, 636 of directors, 156, 158 of shareholders, control of, by court, 572, 574 et seq. control of minority by court at instance of, 581 powers of, 314 ef scq. amalgamation, as regards, 323 in winding up, 893 R application of company’s funds, 321 et seg. application for power to alter nature of company, 323 borrowing money, 190, 192, 317 directors, appointment of, 298, 299 varying number of, 299 dividends, as regards payment of, 429, 430 forfeiture of shares, 528. See ForFEITURE fraudulent transactions, ratification of, by, 581 in incorporated companies, 314 in unincorporated companies, 315 in matters arising in ordinary course of a company’s business, 316 et seq. involving a change of the company’s business, 319 ¢é¢ seq., 822, 323 leases authorised by, 202 preference shares. See PREFERENCE SHARES alteration of rights of holders of, 435 issue of, 396 share of profits, no power to exclude shareholder from, 433 surrender of shares, 517 transfer of business, 322 MALICE, whether imputable to company, 210 MALICIOUS INJURY, liability of company for, 210 MALICIOUS PETITION to wind up a company, 614 MANAGEMENT of companies generally, 298 et seq. vested in directors, 298 et seq. of shareholders in meeting, 303 e¢ seq. interference of court with, 304 cost-book mining companies, 325—327 governed by 8 & 9 Vict. v. 163...27 et seg. directors, 327 ct seq. shareholders, 330 ¢¢ seq. governed by the Compunies act, 1862...333 ef seq. directors, 336 ef seg. See Dingcrors shareholders, 339 ef seq. when court will not interfere with, 578 will interfere with, 579, 581 See, also, Companies; Drrecrors; Insuncrion; Masonry: Meetines ; SHAREHOLDERS GENERAL INDEX. 1201 MANAGER of business of company, when appointed by court, 603 contract with, when binding on company, 160 MANAGING COMMITTEE. See, also, Dinecrors ; PROMOTERS liability of members of, fur each others’ acts, 144 et seq. to be made contributories, 766 petition by, to wind up company under the Winding-up acts, 627 MANAGING DIRECTOR. See Direcror dismissal of, Boston Deep Sea Fishing Co. v. Ansell, 39 Ch. D. 339 MANDAMUS generally in regard to companies, 603—606 to appoint a public officer, 604 to correct register, 61, 108 to elect directors and other officers, 604 to make a call, 412, 604 to pay creditors out of companies’ funds, 280 to pay a debt for which judgment has been obtained against public officer, 604 to produce register of shareholders, 282 note (7), 604 to register contracts under § 25 of the Companies act, 1867...395 note (p) to register a person as a shareholder, 603 to permit inspection of accounts, &c., 440, 604 to seal a document, 605 to undo, 605 to Registrar of companies, 111 MARINE INSURANCE agreements for must be in writing, 761 holders of unstamped policies, whether contributories, 761 MARKET OVERT sale of shares in, 476 MARRIAGE, effect of on female shareholder, 42 MARRIED WOMAN, may be a shareholder, 41 entitled to paid-up shares, may compel registration, 42 shares standing in name of, deemed separate property, 42 Married woman’s property act, 42 money borrowed, liability for, 236 voting, 310, 311 dividends payable to, 436 when contributories, 807 MARSHALLING none, of debts or assets in winding up, 857 MAXIMS, Caveat emptor, 496 Expressio eorwm quae tacite tnsunt nihil operatur, 246 Ficri non debuit sed factum valet, 173, 879 In re communi potior est conditio prohibentis, 317 Omnia presumuntur rite esse acta, 168, 313, 822 note (p) Qui sentit commodum sentire debet et onus, 39 MEETINGS, 304 et seg. See INDEX No. I. under Companies act, 1862, of directors, 337, 338 of shareholders, 340 et seq. adjourned meeting, 341 chairman of, 341 dissolution of, 341 extraordinary, 340 . first general, when to be held, 335 L.c. *4 0 1202 GENERAL INDEX. MEETINGS—continued. under Companies Act—continued, notice convening, 340 poll demanded, 341 resolution at, 340 votes at, 341 under Companies clauses consolidation act, of directors, 329 . of shareholders, 331 et seq. under Stannaries act, 325 generally, absentees from, 311, 389 adjourned, 307, 308 convening of, 305 et seg. general and special, 307, 385 interference of court with, 304 irregularly convened may be valid, 174 majorities at, 308, 318. See Masoriry minutes of, 312. See MrnuTEs notices of, 157 note (w), 158, 305 et seq. of object of, 306, 877 mode of giving, 307 ordinary and extraordinary, 307, 308 persons to convene, 305 place of, 306 resolutions of majority are, of meeting, 308 stamp on, 313 validity of, 305, 309 time for, 305 voting at, 309 et seg. See VoTES poll, 311 proxy, 309. See Proxy in winding up, to consider compromises, 710 et seq. of creditors and contributories may be called by court, 630, 688 MEMBERS. See InpEx No. I. ; ConrrisuToRIES ; SHAREHOLDERS classes of in registered companies, 120 definition of, under Companies act, 1862,..119, 752 ‘*for time being,” 286 list of. See RecisrER OF SHAREHOLDERS not agents of the company, 154 of chartered companies, 101 past, when contributories, 816 calls on, 855 position of, after winding up, 753 proof of debts due to, in winding up, 736 for damages for fraud in winding up, 754 set off between company and, in winding up, 741 ef seg. type of, 46 who can be, 36 e¢ seg. MEMBERSHIP, evidence of, in proceedings under sci. fa., 288, 292 in equity though not in law, 47 what constitutes, 43 ef seq. MEMORANDUM OF ASSOCIATION, agent may sign, 119 note (0), 797 note (n) allottee of shares should ascertain contents of, 25 alteration of, effect of, on liability of subscriber to be a contributory, 773 how far allowed, 334 note (g), 343 to comply with Mortgage debenture act, 204 note (y), 343 when capital has been reduced, 404 construction of, 118 GENERAL INDEX. 12038 MEMORANDUM OF ASSOCIATION—continued. contents of, 117 governs articles if inconsistent with it, 118 infant, effect of signature by, 39 limits power of company, 164, 165, 833 necessary, when, 117 registration of, 117, 118 stamp on, 117 subscribers to, are members, 119 when contributories, 773, 797 MERGER of debt in judgment, effect of on right to interest, 725 MINER, lien for wages in cost-book company, 278 note (g) priority of wages due to, under Stannaries act, 718 MINING COMPANY not bound by bills of its directors, 185 shares in, not within Mortmain acts, 452 not within Statute of Frauds, 452 See Cost-Book Mintng Company MINING CUSTOMS not judicially noticed, 95 See Cost-Book Mining CoMPANY MINORITY. See Masoriry actions by, in name of company, 578 bound by majority, when, 314 et seg. control of, by court, 581 course to be adopted by, in cases of dispute, 578 et seg. frauds sanctioned by majority, 581 right to be heard, 318 MINUTES of meetings, 312 under Companies act, 1862...385, 342 under Companies clauses act, 329 of calls, 417 right to inspect books does not extend to directors’ minutes, 440 signature of, 312, 313 irregular, 175 MISAPPLICATION OF MONEY, injunctions to restrain, 580, 596. See INJUNCTIONS liability of directors for, 371 et seg., 694 MISCHIEF, illegality of companies on ground of, 131 MISDESCRIPTION aoe of transferee of shares, effect of on liability of transferor, 827 MISFEASANCE under § 165 of the Companies act, 1862...694 et seq. MISJOINDER. See Parties To ACTIONS of plaintiffs, 569 MISREPRESENTATION. See Fraup general rules as to, 68 e¢ seg. must be of fact, 68 untrue, 69 made to induce person to act on it, 70 of a material fact, 70 have been acted on, 71, 77 et seq. 4H 2 1204 GENERAL INDEX. MISREPRESENTATION—continued. general rules as to—continued. ambiguous statements, 71 concealment of material facts, 70 exaggerated opinions do not amount to, 69 intention may be a fact, 69 opportunity of ascertaining truth not material, 72 sole inducement, need not be, 71 statements true when made, subsequently untrue, 21, 69 by paying dividends out of capital, 433 of effect of companies deed, 84 recovery of damages on ground of, 73 from company, 74 when winding up, shares taken in reliance on, 74, 754 from person making misrepresentation, 88-90 repudiation of shares, after commencement of winding up, 776 rescission of contract induced by, 72, 74 e¢ seg., 589 et seg., 776 MISSTATEMENTS. See MisREpRESENTATION ; Fraup in prospectus, 68 MONEY, action for money had and received, against a corporation, 220 note (a) an of having had the benefit of, improperly borrowed, 188, 235 et seg 23 misapplication of company’s, 580, 596 power of company to borrow, 187 et seg. See Borrowing Money MORTGAGE. See also Borrowing Money ; DepENTURES effect of application of money raised by invalid, 235 et seq. of calls made, 192 note (2) determined upon but not made, 192 note () of companies’ undertaking or general property, priority of in railway companies under 80 & 31 Vict. v. 127...195 other companies, 197 and note (c) of future debts, 192 of shares, ; effect on director’s qualification, 301, 794 by transfers in blank, 473 stamp upon, 469 note (c) of uncalled capital, 192 and note (2) power of companies to, 202 railway and other companies under 8 & 9 Vict. c. 16...194 under Building societies acts, 920 proof for, in winding up, 726 registers of, under Companies act, 1862...203 unregistered, not invalid, 175, 203 Stannaries act, 1887...203 rights of holders of, in winding up, 726 MORTGAGE DEBENTURE ACT, 204 alteration of memorandum of association to comply with, 204 note (y), 343 MORTGAGEE allowed to foreclose against company being wound up, 675 distress by, against company being wound up, 680 note (c) of shares, when a contributory, 856 of cuaneny governed by 7 Geo. 4, c. 46, right of, against shareholders, MORTMAIN ACT, shares, how far within, 451, 452 debentures and bonds, 451 note (J) GENERAL INDEX. 1205 MUTUAL INSURANCE COMPANIES are associations for gain, 115 contributories in, 761 policies of marine, must be in writing, 761 rights of creditors, &c., in winding up, 737 what are capable of being wound up, 621 MUTUAL LOAN SOCIETIES are associations for gain, 115 distribution of surplus assets in, 871 et seq. rights of withdrawing members, 872 NAME, fictitious etfect of, 59 use of another person’s, to avoid liability, 803 NAME OF COMPANY, change of name, effect of change, 113 power to change, 112, 128 ‘‘limited” to be added to, when, 113 removal of, from registry when company is defunct, 118, 871 restoration of, when improperly removed, 871 same name, two companies may not have, 112 similar names, 113 NE EXEAT REGNO against contributory, 848 NEGLIGENCE, estoppel by, 486 liability for, in making statements, 88, 89 liability of company for, 209 liability of directors for, 371 of servants, liability of company for, 208, 209 NEGOTIABLE INSTRUMENTS. See also Bitis or EXoHANGE; PROMISSORY Notes blank transfers are not, 474 scrip certificates are not, 66 may be so by custom, 66, 474 under seal, 230 NEW RIVER SHARES are real estate, 451 note (2) NEWSPAPERS, See ADVERTISEMENT contents of winding-up petition must not be published in, before heariny, 656 NOMINAL CAPITAL of companies, 394. See CAPITAL NOMINEE of purchaser of shares, right to object to, 502, 503 transfer to, 495 waiver of objection to, 504 of rival company, actions by, 567 of shareholder, when a contributory, 803 et seq. NOTES, issue of, by bankers, 136, 1013 note loan, improperly issued, 188 note (k) promissory, 230 et seg. See Binus or ExcHance; Promissory Nores unlimited liability of limited banking companies on, 253, 855 1206 GENERAL INDEX. NOTICE by blank transfers, 476, 479 casual conversation, none from, 205 note (e) implied from books of company, 178 note (9), 312, 518 note (e) of allotment, 14 of assignment of shares no priority gained by, 454 of calls, 417 form of, 418 of change in scheme of company, 19 ¢¢ seq. of director’s authority, 242 of forfeiture of shares under Table A., 531° of irregularities of directors in exercising powers, 167, 171 of meetings, 157 note (w), 158, 305 et seg. See MEETINGS for voluntary winding up, 876 under Companies clauses act, 331 of pledge of shares, effect of, upon lien, 459 of regulations, &c., of company, 158, 165 of revocation of offer by post, 14 of winding-up order, 684 purchaser without, of shares purporting to be fully paid up, 787 to one of several directors does not bind company, 156, 204 to companies, 204 two companies having several directors in common, 204 NOTICES of proceedings in winding up, service of, 686 NUISANCES, companies regarded as, 3, 130 NULLA BONA, return of, to writ against company, where not sufficient to enable creditor to proceed against shareholder, 291 NUMBER of directors, invalidity of acts of insufficient, 155 et seg., 299 See DinecTors NUMBERS of shares to be on registers, 58 in companies governed by 8 & 9 Vict. c. 16...103 of shares in banking company, to be stated in contracts for sale, 489 OFFICIAL LIQUIDATORS. See Liquiparors, and InpEx No. I. appointment of, 700 compromises with, 709 powers and duties of, 708 ct seq. OFFICIAL MANAGER under acts of 1848-49...705, 706 See LiquiDATORS OFFICIAL RETURNS, evidence of membership, 45 note («), 58 OPPOSITION to bill in Parliament, agreements to withdraw, 153 note (y) OPTION of company to rescind or recover damages from promoter, 357 ae promoter has sold his own property to the company, to take cash or shares does not make a person a contributory, 762 OPTIONAL CLAUSES distinguished from imperative, 172 cf seq. GENERAL INDEX. 1207 ORDER AND DISPOSITION, shares in, do not pass to trustee of bankrupt shareholder, 551 ORDER OF DISCHARGE bars all calls, 426, 557 ORDERS, balance, 847 charging, 460 ef seg. See CHARGING OnDERS for winding up, 661. See WINDING uP conflicting, 888 how enforced, 697 et seq. proceedings under, 684 summary, to pay money in winding up, 693 ORDINARY AND EXTRAORDINARY MEETINGS, 307, 877. See MEErines OUTLAYS AND ADVANCES, allowances for, 379 et seg. See also ADVANCES; ALLOWANCES; CONTRI- BUTION lien for, 456 et seq. loans by directors for, 387, 388 OVERDRAWN BANKING ACCOUNT, 196, 242 PAID UP capital of companies, 394. See CAPITAL conversion of, into stock, 405 shares. See also SHARES FULLY PAID UP what are, 395, 783 et seq. can be paid up otherwise than in cash when, 395, 784 et seq. companies may agree to pay their debts in, 778 et seq., 783 et seq. contracts for, to be registered under Companies act, 1867...395, 783 non-registration of, by inadvertence, 784 holders of, when contributories, 757, 783, 787 may petition to wind up, 626 issue of, when a breach of trust, 395 married woman holding, entitled to registration, 41, 42 purchaser of shares purporting to be, 787 rights of holders of, to surplus in winding up, 869 shares improperly issued as, may be reissued, 842 subscribed for in memorandum, when to be treated as, 783, 798 what is payment in cash, 784 et seq. when agreement to take, makes a person « contributory for unpaid shares, 762, 787 when unpaid, issued for paid, register corrected, 123 PALATINE COURT OF LANCASTER jurisdiction in cases of winding up company, 616 PARLIAMENT application to, for extended powers, 186 to alter constitution of company, 323 costs of, 186, 321, 323 contents of private act are facts, 242 injunctions to restrain applications to, 323, 571, 598 opposition to bill in, 150 e¢ seq. standing orders of, 102 note (/) voting for members of, in respect of shares, 452 PARLIAMENTARY AGENT actions by, for expenses in forming company, 146, 147 PARLIAMENTARY CONTRACT, 102 effect of undertaking to sign, 32 1208 GENERAL INDEX. PARLIAMENTARY DEPOSIT application of, 102 note (/) when necessary, 102 PARTIES TO ACTIONS. See Actions between directors and shareholders, 565 et seq. any shareholder may sue to restrain an illegal act, 572 to rescind contracts tainted with fraud, 589 e¢ sey. to restrain directors, &c., from improper acts, 565 between public officers and shareholders, 564 by and against incorporated companies, 562 ct seg., 570 unincorporated companies, 562 by some on behalf of themselves and others, 565 et seq., 572 company to be defendant in, when, 563, 572 frame of actions by, 569 identity of interest requisite in, 567, 573 instances of, 571 misjoinder of plaintiffs in, 569 to control majorities or factious minorities, 572 for an injunction. See INJUNCTION to restrain payment of dividends, 574 calls, 573 for expenses of forming company, 146 for recovery of company’s funds, 563 for recovery of money paid on fraudulent sales of shares, 598 subscriptions to abortive company fraudulently obtained, 568, 598 for specific performance, 589 plaintiff nominee of rival company, 567 right ot shareholder to use company’s name, 572, 573 where plaintiff has bought share on purpose to bring an action, 568 PARTNERS promoters not, 18, 21, 102 shares held by, no survivorship, 539 subscribers not, 18, 21 : PARTNERSHIPS companies compared with, 1, 7 PART PERFORMANCE of contracts not under seal, 223 PAST MEMBERS. See Rerinep SHAREHOLDER calls on, part of general assets, 851 effect of registration of company on, 127 note (g) execution against, 286 liability of, to creditors, 255, 816 ct seg., 855 in cost-book companies, 95 on winding-up of cost-book mine, 95, 819 to be put on list of contributories, 816 to calls in winding up, 855 to what extent, 816, 820, 855, 866 to costs of winding up, 866 may petition to wind up, when, 624, 750 no marshalling of calls payable by past member, 857 not sureties, 821, 857 persons whose shares have been forfeited liable as, 534 note (d), 845, 857 PATENTS companies’ power to purchase, 206 infringement of, liability of company for, 209 liability of directors for costs of, 240, 265 PAUTER, transfer to, when valid, 464, 825 GENERAL INDEX. 1209 PAYMENT, by or to companies, effect of winding up on, 667 in shares, effect of on liability as contributory, 780 option to pay in cash or shares, 762 mandamus to compel, 604 of calls by contributory, 848 of debts in winding up, 713 e¢ sey. See Proor or Dents of dividends, 429 et seg. See DivipENDS of shares in cash, 783 e¢ sey. to petitioning creditor when invalid, 666, 667 when right to, is limited to particular funds, 246 ef seg. PENALTIES. See InvEx No. I. staying proceedings for, 676 PENSIONS, power to grant, 318 PERSONAL ESTATE, shares are usually, 451 et seq. PERSONS capable of being shareholders, 36 et seg. See CAPACITY uumber of, who may carry on banking business without registration, 136 who may carry on other business for gain, 114 PETITION. See INpEx No. I. for adjudication of bankruptcy by company against shareholder, 549, 550 for arrangement between railway companies and their creditors, 904 to reduce capital, 402 et seq. to wind up company, 654 cf seg. See WINDING UP advertisement of, 655 amendment of, 655 appeal from order on, 661 compulsory order on, when made, 644 deferred, 652 refused, 647 costs of, 658, 859 et seq. security for, 661 death of petitioner, effect of, 661 discretion as to order to be made on, 630 evidence ou, 657 form of, 654 grounds for, 628 ef seq. malicious presentation of, 614 not a lis pendens, 666 one, to wind up two companies wrong, 655 persons entitled to present, 624 et seq. appear on, 658 priority of, 660 proceedings under, 654 orders on, 684 et seq. service of, 656 several, 660 staying proceedings under, 663 withdrawal of, 659 to wind up railway company on abandonment, 903 PETITIONING CREDITOR, in bankruptcy, company may be, 550 public officer may be, 549 in winding up, 6365 et seg. effect of assignment of debt by, 637 death of, 661 payment to when invalid, 666 ef seq. 1210 GENERAL INDEX. PLACING SHARES, agreements for, do not make person a contributory, 769 directors’ liability for commissions paid for, 372 not the same as underwriting shares, 761, 769 note () PLEADINGS. See Actions ; PARTIES in actions for calls, 427 PLEDGES. See MorrcacEs by companies, 202 of shares by transfers in blank, 473, 478 POLICIES OF INSURANCE issued wléra vires, recovery of premiums on, 235, 236 irregularly, company when bound by, 168, 169 payable out of funds of company, 246 ct seq. proof of, in winding up, 736 in mutual societies, 736, 737 reduction of, under Life assurance companies act, 1870...685 stamp on marine, 761 valuation of in winding up, 732 where company has power to transfer its funds, 249, 250 See also MARINE INSURANCE POLICY HOLDER, not a creditor, 259 right of to bring an action for damages before policy is due, 249 to present petition to wind up, 625 to prove in winding up, 737 rights of, against companies on transfer of business, 250 in cases of amalgamation, 259 et seg., 734 where original company discharged, 260 not discharged, 260 POLL, right to, 311 under Companies act, 1862...341 POST, notice by, of allotment, 14 revocation of offer by, when in time, 14 POWERS. See Imprirp PowERs of attorney to transfer shares, effect of forgery of, 483 directors, 155. See DirEcTORS majorities, 314 ef seg. See MasonivIEs official liquidators, 708. See LiqguipaTors PRACTICE, in winding up generally, 685. See WINDING UP as to calls in winding up, 847 et seq. PREFERENCE SHARES, dividends on, 435 in companies governed by 8 & 9 Vict. c. 16...400 Companies act, 1862...405 injunction for protection of holders of, 580 to restrain issue of, 597 liability of holders of, to be made contributories, 33 nature of, 396, 435, 449 rights of holders of, 435 entitled to priority in payment of capital when, 435 note (¢) on distribution of surplus assets after winding up, 868 when companies can issue, 322, 334, 396 GENERAL INDEX. 1211 PREFERENCE SHAREHOLDERS, in companies governed by Companies clauses act, 400 position of, 396 rights of, 435 on reduction of capital, 402 in winding up, 868 PREFERENTIAL PAYMENTS in winding up, 716—718 PRELIMINARY EXPENSES of forming companies, 30 ct seq. liability of companies for, 146. See LIABILITY subscribers for, 30, 32 return of deposits paid for, 32 where company abortive, 30 PREMIUMS, obtained by directors at the expense of companies, 365 et seq. recovery of, on policies issued ultra vires, 235, 236 PREROGATIVE, of Crown. See Crown writ of mandamus, 603 ef sey. PRESENTS, to directors, 321, 389 PRESUMPTIONS as to membership if name is in official return, 110 in favour of regularity, 168, 822 note ( p)' that contract was made in proper form, 226 PRIORITY, of charges on shares, 454 of costs in winding up, 865 of debenture holders, 197 inter se, 197 note (c) of debts in winding up, 716 ef seq., 721 of lien over equitable charges of shares, 459 of mortgages, bonds, or debenture stock issued under 8 & 9 Vict. c. 16... 195 of winding up petitions, 660 in eases of blank transfers, 476 ef seq. PRIVITY OF CONTRACT between the vendor and purchaser of shares on Stock Exchange, 506 PROBATE of will of contributory by official liquidator, 709 of deceased creditor, when necessary, 713 note (0) PROBATE DUTY where shares bequeathed to a person for life, 548 PROCEEDINGS under petition to wind up, 654 et seq. staying, 663 PRODUCTION. See Books ; INSPECTION by directors denying possession of books, &c., 595 mandamus to compel, 440, 604 : of books by liquidators, 705 in constant use. See Mertens v. Haigh, John. 735 of corporations, 440 note (2), 595 note (¢) of documents in winding up, 692 1212 GENERAL INDEX. PROFITS, alteration of principle on which profits are dealt with, 320 division of, 429 et seg. See DivipENDS as between tenant for life and remainderman, 544 et seg. liability of promoters to account for, 357 directors to account for, 366 et seg. PROMISSORY NOTES. See BILLs or ExcHANGE industrial and provident societies can bind themselves by, 915 liability of companies on, 230 et seg. directors on, 231 et seq. powers of companies to make, 185 official liquidators to make, 708, 709 public officers, actions by, on, 267 ultra vires, liability on, 231 note (7) PROMOTERS, acts of one no evidence against others, 145 actions against, for recovery of deposits, 32 et seg. agreements with, specific performance of, 588 allowances made to, in cases of rescission, 356 bankruptcy of, effect on liability to companies, 349 contracts with, must be mentioned in prospectus, 91, 92 contribution between, 145 note (i), 606 duty to observe good faith towards company, 345 et seg. fiduciary relation of, towards company, 347 et seq. commencement of, 348 general rules governing, 350 generally, 345 liability of, for each other’s acts, 143 et seq. how affected by bankruptcy, 349 on contracts entered into for companies not formed, 243 to be made contributories on winding up of company, 764 to creditors, &c., who are to be paid out of specified fund, 247, 248 to solicitors retained, 607 note (a) liability of companies for acts of, 146 et seq. acts wltra vires the company, 152 by adoption, 147 by constitution of the company, 146 in equity, 149—152 liability of subscribers for acts of, 144 not each other’s agents, 143 et seq. not partners, 18, 21, 102, 143 payment for services, 363 persons not liable as, 362 petition to wind up may be presented by, 627 proof for promotion money in winding up, 722 sales by, to company, of property acquired whilst forming the company, 351 et seg. of their own property, 357 et seq. secret benetits obtained by, 360 et seq. specific performance of agreement between them and companies not decreed if tainted with want of good faith, 357 when contributories, 764 who are, 346, 349, 362 within § 38 of the Companies act, 1867...91, 92 PROMOTION MONEY, liability of directors for paying improperly, 372, 374 PROOF. See EvipEnur GENERAL INDEX. 1218 PROOF OF DEBTS, in bankruptcy of shareholder, by transferor to a bankrupt transferee in respect of his right to indemnity, 554 . by unincorporated companies, 554 for calls, 555 et seq. for debts, 554 in winding up of companies, 713 cé seq. amalgamated companies, 734 annuitants, 732 appeals as to, 715 bankruptcy rules as to, 720 barred Ashes 723 certificate of, 715 costs of, 714 damages for breach of contract, 728 dismissal of servants, 729 debts bought up, 723, 739 contracted by liquidator, 715 due to members, 736 provable, 716 et seg., 721 ultra vires, 722 equitable debts, 722 Ex parte Waring, 727 future rent, 731. interest, 724 investigation of, 714 laches, effect of, 723 liens, 726 mode of, 713 notice of payment, 715 policy holders, 732—736 priorities of, 716 et seq. secured debts, 720, 726 set-off, 738. See SET-OFF solicitor’s bills, 724 sureties, &c., 728 time for, 713 trustee for company, 727 where funds of company alone are liable, 736 See BANKRUPTCY ; WINDING uP PROPERTY, See InpEx No. I. of company, does not vest in liquidators, 706, 707 effect of winding up on dispositions of, 666 fund to guarantee dividends is, 436 summary orders to hand over, in winding up, 693 PROSECUTION power to order in winding up, 697 PROSPECTIVE calls, 416 PROSPECTUS of companies : nature, object, and effect of, 12, 19, 90 basis of agreement to take shares, 12, 19 et seq. effect of changing scheme as set out in, 19 ef seq., 68 et seq. Sce CHANGE OF SCHEME departure from, where not sanctioned, 19 where sanctioned, by act of Parliament, 24 form of application, 23 special agreement, 22 subsequent assent, 24 notice of, 25, 771 1214 GENERAL INDEX. PROSPECTUS—continued. misstatements in, 68 ef seg., 771. See FRAuD; MisREPRESENTATION ne of, on liability of shareholders to be made contributories, 771, liability of company for, 221 et seg. of promoters to company for, 352 ef seg. right to recover damages for, against company, 74 ef seg., 323, 754 persons who made, 87 et seq to rescind, 72, 589 to prosecute criminally, 87 what contracts must be noticed in, 91, 92 PROVIDENT SOCIETIES, 915 et seg. how sued, 266 note (a) See INDUSTRIAL AND PROVIDENT SOCIETIES PROVISIONAL COMMITTEE MEN. See Promorers liability of, for each other’s acts, 144 et seg. for acts done before they become such, 148 et seg. to be made contributories, 766. See ConrRIBUTORIES may petition to wind up company, 627 PROVISIONAL LIQUIDATORS, 700. See Liquipators PROVISIONAL REGISTRATION, effect of, 128 PROXY, expenses of sending out, when payable by company, 322 holder of cannot demand a poll, 311 non-attestation of proxy paper, 175 stamp on, 310 voting by, 309, 310 an act of membership, 49 under Companies clauses act, 332 under Companies act, 1862...342 PUBLIC bound to take notice of powers of directors, 165 memorandum and articles, 771 See Notice PUBLIC COMPANIES, what are, 9, 462 PUBLIC HEALTH ACT, contracts to be under seal, 223 note (s) PUBLIC INSTITUTION, subscription to by company restrained, 322 PUBLIC OFFICERS, 265 et seq. , actions by and against, 265 ct seq., 561, 564 by person assuming to be, 268 effect on of bankruptcy of, 268 of change of company’s name, 268 of change of, 268 of death of, 268 for calls, 564 for dissolution, 564 for libel, 267 on bills and notes, 267 plea that person is not, 268 when empowered to sue and be sued by colonial legislature, 101 note (d), 266 note (b) more than one, 268 they must sue and be sued, 265 et seg. who are represented by them, 266, 561, 564 GENERAL INDEX. 1215 PUBLIC OFFICERS—continued. affidavits by, form of, 269 appointment of under 7 Geo. 4, c. 46...269 7 Will. 4 & 1 Vict. c. 73...270 companies suing and being sued in name of, 265 et seq. entitled to indemnity from shareholders, 379 execution against, 278, 279 under 7 Geo. 4, c. 46...285 7 Will. 4 & 1 Vict. c. 73...289 mandamus to compel appointment of, 604 may be interrogated, 270 of banking companies, actions by and against, 268 et seg., 564 powers of, 267 returns to be made by, 110, 269 of foreign companies, 910 of industrial and provident societies, 266 note (a) petition in bankruptcy by, 267, 549, 550 proof in bankruptcy by, 555 where none, company may be sued by its name, 268 PURCHASES by companies, 205 PURCHASER. See Sart of business of companies, 207. See AMALGAMATION of debentures irregularly issued, 171. See DEBENTURES of shares in companies, action by, against seller, 498 seller against, 498 damages recoverable against, 498 effect of fraud oun, 79 ef seg., 496 in company being wound up, 488, 836 liability of, to be made a contributory, 79 et seq.,471, 823 et seg. See CoNTRIBUTORIES. must indemnify seller, 493, 505 et seq. position of, when transfer is in blank, 476 et seq. purporting to be fully paid up, 395, 787 questions between, and vendor, as to right to be registered, 123 rectification of register against, 124 rights of, against company, 470 against seller, 506, 507 through broker, bound to indemnify him, 512 when a shareholder, 45 when transfer is complete, 469 when transfer is forged, 483 ef seq. PURSER. See Cost-Book Minne COMPANIES actions by and against, 265 document transferring shares is addressed to, 96 liability of, for false accounts, 447 may sue for calls, 95 note (2), 265, 270 note (h), 565 of cost-book mining companies, duties of, 94, 325 QUALIFICATION, directors acting without, 300 not a ‘‘misfeasance”’ under § 165 of the act, 1862...794 may not receive, from promoters, 367 liability for, in winding up, 790 et seg. QUORUM of directors, acts done by less than, 155—158, 174, 299, 302 what is, under Companies clauses act, 329 under Table A., 338 1216 GENERAL INDEX. QUORUM—continuwed. of shareholders, what is under Companies clauses act, 331 under Table A., 341 QUO WARRANTO to cancel registration of company, 111 note (x) RAILWAYS, abandonment of, 901 injunction to restrain making part of, 598 making unauthorised, 320, 598 RAILWAY COMPANIES, what are, 278 note (2), 618 note (2), 905 note (x) abandonment of railway by, 901 ef seg. arrangement with creditors, 904 et seq. deposit, application of parliamentary, 904 execution against, 278, 279 injunctions against, 320, 321, 598 leases by, 202 liability of, for acts of promoters, 146, 147 for use and occupation, 227 mortgage of undertaking, nature of, 195 power to borrow on mortgage, 194, 195 registration of, under Companies act, 116 note (p), 618 rolling stock of, protected from execution, 195, 278 shares in, not within Mortmain acts, 452 not within Statute of Frauds, 452, 453 surplus lands, creditors’ right to sell, 279 warrant of abandonment, 630 winding up of, 618, 903 RATES after winding up, distress for stayed, 681 payment of, 681 priority of, in winding up, 717 RATIFICATION, by companies, of acts of promoters before formation, 176 et seg. directors, &c., since formation, 177 et seg. of contract not under seal, 223 form of, 181 mode of, 180 parol, by, 228 note (2) of past, not equivalent to authority for future, 179 without alteration of articles, 177 by directors, when a ratification of the company, 177 178 when not, 180 by infant, 39, 40, 810 by majority in cases of fraud, interference of court, 581 ly shareholders, of improper charges, 389 fraud in cases of, 180 knowledge essential to, 178 of change of scheme of company, 28 et seg. READY AND WILLING to transfer shares sold, 498 REAL ESTATE,’ shares how far, 451 et seg. GENERAL INDEX. 1217 RECEIVER, generally, 602, 608 liquidator when appointed, 675 is in the nature of, 706 note (7) not appointed of assets in hands of liquidator, 706 note (p) obtained by holder of bonds, &&., issued under 8 & 9 Vict. c. 16...194, 195 of company’s undertaking, effect of, 195 by debenture-holder, 279 note by judgment creditor of railway company, 279 RECONSTRUCTION of companies, 900 RECTIFICATION OF REGISTER, 61, 748, 755, 832, 834. See Reorsren or SHAREHOLDERS, REDUCTION OF CAPITAL, annual return must state particulars of, 126 not allowed, to rectify an issue of shares at a discount, 403 under the Companies acts, 1862 and 1877...402 et seq. REGISTER OF SHAREHOLDERS. See InpEx No. I. general remarks on, 57 et seq. in several volumes, 105 rough share-book is not, 105 share ledger is, 59 action for improper exclusion from, or insertion in, 63 colonial register, 120, 121 correction of, 61 in case of cost-book companies, 124, 125 on winding up of company, 748, 755, 818 note (y), 882, 834 damages for exclusion from, 124 effect of sealing, 106 effect of having name in estoppel by, 60 as evidence of membership, 57 et seq. as regards liability to creditors, 60, 256 injunction against continuing names in, 61 mandamus to compel company to correct, 61, 108, 605 produce, 282 note (2), 604 remove seal from, 61 right of company to put person on, 46, 49, 64 to alter, 63 right of married woman to be on, 42 of companies governed by 8 & 9 Vict. c. 16...103—109 correcting, 108 does not estop company, 108 effect of, 104, 108 improper entries in, 107 irregularities in, 105 mistakes in, 106 not conclusive, 106 of companies governed by Companies act, 1862 correction of, 120 e¢ seg. without an order, 123 note (m), 125 damages for exclusion from, 124 effect of being on in winding up, 769 form of, 120 inspection of, 125, 282 power to rectify, on winding up company, 125, 748, 755, 818 note (y), 832, 834 of cost-book mines, 95 L.c. #4 1 1218 GENERAL INDEX. REGISTERED COMPANIES. See CompANIES GOVERNED BY THE COMPANIES AcT, 1862. change of name of, 112, See NamE or CoMPANY, formation of, 111 REGISTERS, inspection of, 103, 125, 126. See INSPECTION. of mortgages and_ securities, under Companies act, 1862...203 unregistered not invalid, 175, 203, 726 under Stannaries act, 1887...203 - of shares. See RecistrR oF SHAREHOLDERS. general rules as to, 57 et seq. if used as evidence must be properly kept, 58 inaccuracies'in, what unimportant, 58 omission of numbers of shares from, effect of, 105 rough share-book not, 105 share ledger is, 59 of transfer of shares. See TRANSFER OF SHARES. required to be kept under Companies act, 1862...125, 126 REGISTRAR of joint-stock companies, 111 annual return to, 125 certificate of registration of company, 111, 112 that a person has been returned as a member, 45 note (a) mandamus to, to enforce duties, 111 removal of name of defunct company by, 113, 871 REGISTRATION. See Inprex No. IJ. of benefit building societies, 915 of companies generally, 111 et seg. cancellation of, 111 certificate of, 111, 112, 118 effect of, 111 under same names, 112 under 7 & 8 Vict. c, 110...128 under 19 & 20 Vict. c. 47...129 under Companies act, 1862...111 ef seg. when necessary with reference to number of members, 114 when compulsory, 114 impossible, 115 optional, 115, 116 with limited liability, 116 company may be registered although members are foreigners and the business abroad, 116 for purposes of winding up, 616 et seq. improper, a cause for winding a the company, 632 non-registration, consequences of, 126, 127, 135 of companies formed under the act, 117 et seq. of companies not formed under act, 126 et seg. of existing companies as limited, 128 of memorandum and articles of association, 117, 118 of contracts under § 25 of the Companies act, 1867 ...395 note (p), 783 et seg. of cost-book companies, 97 of rules of, 94 note (c) of existing companies, effect of, 127 of industrial and provident societies, 915 of judgment against companies, 281 of mortgages by companies, 175, 203, 726 of shares, 57 ef seg. See REGISTER oF SHAREHOLDERS. “+ provisional registration, effect of, 128 ; guaranteed, effect of, on jobbers’ and brokers’ liability, 505. See SALE or SHARES. GENERAL INDEX, 1219 REGULATIONS OF COMPANY, departure from, extent to which creditors are affected by, 54 distinction between imperative and directory, 172 effect of not complying with, 144 et seg. public bound to notice, 158, 165 _ waiver of compliance with, 47, 54 et seg. Seé ForMALITIES ; IRREGULARITIES. REHEARING orders in winding up, 698 RELATION BACK of order to wind up, 664 e¢ seg. RELATIVES of contributories, when liable to be examined, 691 RELINQUISHMENT of shares, generally, 450, 517 et seq., 783 et seg. See SurRENDER oF SHares, in cost-book mines, 94, 326, 816 note (q) proof in winding up for value of, 736 REMOVAL of directors, 302 under Companies clauses act, 327, 332 under Companies act, 1862...337 of liquidators, 703, 878 of persons from offices, 302 note (e) of seal, no mandamus to compel, 605 REMUNERATION of directors, ; directors may not vote themselves extra, 303, 388 note (f) for past services not allowed after winding up, 389 under Companies clauses act, 332 of liquidators, 703 of promoters, 356 RENT, proof for, in winding up, 680 future rent, 731, 886 note (z) staying distress for, in winding up, 678 REPORTS, by. chairman. to meeting, effect of, on liability of company, 156 note (1) false, laid before meeting, 79 et seq., 82, 211—215 criminal responsibility of directors and others for, 87 when not imputable to company, 81, 82, 215 libellous, 209 note (qg) of directors, distinction between, and of shareholders, 214 to shareholders, liability of company for, 211—215 REPRESENTATIONS. See MisREPRESENTATIONS ; Fravp. by chairman of meeting, 156 note (m) by creditor to shareholder that he would incur no responsibility, effect of, 284 a | by directors, 68 ef seg., 214 et seq. by members of company, 154, 206 by one of several directors, 156, 206 by solicitor of company, 154 when binding on company,.206 .- respecting the credit of persons, 207 REPRESENTATIVES, calls upon, 425 oie Ele Shen er oh when contributories, 812. See ExEcuTors, 1220 GENERAL INDEX. REPUDIATION, by infant, 39, 810 of shares, before winding up, when in time, 26 when too late, 16 note (¢), 25 ef seg., 28, 78, 85, 589, 772, 777 when taken on faith of fraudulent misstatements, 73 where there is no concluded agreement, 768 where scheme has been changed, 25 et seg. after winding up, 767 et seq. on ground of no agreement, 768 fraud, 776 illegality of issue, 774 non-performance of condition, 778 of shares not fully paid up, 787 REPUTED OWNERSHIP, shares not within, 551 doctrines of, do not apply to winding up of companies, 669, 706 note (0) RESCISSION OF CONTRACT. See Fraup; MIsRErRESENTATION ; REPUDIA- TION. between promoters and company, 352 et seg. when the only remedy, 358 effect of delay upon right to rescind, 582, 584 for failure of consideration, 29 et seg. for fraud of company, 211 et seq. ot contracts for the sale of shares, 496, 592 where director sells his own shares as unallotted, 592 of severable contracts, 591, 592 proof of fraud in actions for, 590 to take shares, induced by fraud, 72 et seg., 589 et seg. for fraud under § 38 of Companies act, 1867, none, 92 in companies being wound up, 589, 767 et seq. companies not being wound up, 590 RESIDENCE of companies, 37, 910 RESOLUTION extraordinary, what is, under Companies act, 1862 ..876 for calls, 415 no stamp on, 313 of company not equivalent to an instrument under seal, 221, 308 of meetings when valid, 306 special, under Companies act, 1862..,343 to wind up voluntarily, 876 unanimous, when wlira vires, 314 RESTRAINING ORDER under 5 Vict. c. 5, § 4...468, 464 RETAINER under seal when presumed, 221 note (a), 265 RETIRED SHAREHOLDER. See Past MEMBERS. calls on, 422, 423 duration of liability of, to creditors, 256 in cost-book companies, 94, 95, 326, 819 when retirement is informal, 55 duration of liability to contribute to debts, 255 et seg. execution against, 286 right to retire, in cost-book mines, 524 uuder the Companies clauses act, 525 act of 1862..,525 GENERAL INDEX. 1221 RETIRED SHAREHOLDER—continued. when liable as a contributory, 816 et seq. although his shares have been forfeited, 538, 534, 842 et seq. surrendered, 518 et seq., 837 et seq. in cost-book companies, 95, 816 ae (q), 819 under old acts, 817 under act of 1862...818 where retirement irregular, 822 See ForrEITURE ; PAst MEMBERS ; SURRENDER OF SHARES} TRANSFER OF SHARES. RETIREMENT by surrender, 517 et seq., 837 et seq. compared with refusal to accept shares, 520, 841 irregular, effect of, on liability to be made a contributory, 822 et seq. RETURN of subscription to company, 29 et seg., 589 RETURNS, OFFICIAL, of names of shareholders considered as evidence, 45 note (a) to be made after reduction of capital, 405 as to capital, 406 by bankers, 136 by banking companies governed by 7 Geo. 4, c. 46...109, 110, 269 7 & 8 Vict. ¢. 113...129 by companies governed by act of 1862...125 by industrial and provident societies, 915 under the Letters patent act, 100, 290 note (x) under the Life assurance companies act, 1870...445 REVOCATION after acceptance posted, too late, 14 by post when in time, 14 of application for shares, 13, 14, 770 of broker’s authority to buy shares, 512 RIVAL COMPANIES, plaintiff a nominee of, when a bar to relief, 567 use of same name by, 113 ROLLING STOCK of railway companies protected from seizure, 195, 278 ROUGH SHARE-BOOK, no evidence of membership, 105 ROYAL SOCIETY, f : registration of under act of 1862, impossible, 115 SALARY, director's right to, for extra work, 388 priority of, in winding up, 717 SALE by companies generally, 207 effect of winding up on, 667 by directors to company, 369 et seq. by promoters to company, 357 ef seq. of business of company, 207, 208. See also AMALGAMATION. in winding up, 711, 712, 882, 888, 894 e¢ seg. of shares in companies, 487 et seq. © in banking companies, 489 in cost-book companies, by company, 94 in illegal companies, 140, 487 1222 GENERAL INDEX. SALE—continued. . of shares in companies—continued. agreements for, 490 stamp on, 469 note (c), 490 writing when necessary, 489, 490 delivery of, 490 director selling his own as unallotted commits a fraud, 592 dividends in cases of, 490 effect of, on liability to pay calls, 423. See CaL.s. liability to be made a contributory sale before commencement of winding up, 833 sale after commencement of winding up, 8386 gambling sales, 488 illegal sales, 140, 487, 516 in liquidation not illegal, 494 stamp on, 469 note (c), 490 trustees in bankruptcy, by, 552 not on Stock Exchange, 491—500 action by purchaser, 498 © action by vendor, 498 auction, by, 497 blank transfers, 478, 498 damages for breach of contract, 498 difference between shares bought and sold, effect of, 494 fraud by seller, 496 on seller, 497 fraudulent, 496, 593 lien of vendor for unpaid purchase-money, 496 obligations of purchaser, 492 ct seq. ’ to prepare transfer, 495 * of vendor, 491 procure transfer, 491 title to be shown by, 492 whether to transfer to purchaser's nominee, 495 relief where directors will not sanction transfer, 500 rescission of, 592 ct seq. right to indemnity, 499 specific performance of contract, 499 on Stock Exchange, 500 ct seq. broker or jobber, liability of purchasing, 503 et seg., 512 departing from his authority, 512 not objecting to infant, 503 not objecting to person sui juris, 504 where transferee does not get registered, 504 where registration is guaranteed, 505 liability of selling, 511 et seq. tight to charges, 516 indemnity, 512 not if, in default, 513 customs and rules of Stock Exchange regulate, 500 et seq. difference between, and usage of brokers, 515 duty to procure transfer, 506 § illegal purchases and sales by broker, 516 liability of beneficial owner to vendor, 509 nature of contract between vendor and purchasing broker or jobber, 503 et seg., 510 vendor and his own broker, 511 vendor and ultimate purchaser, 505 et seq. priority between when it arises, 406 vendor and undisclosed and intermediate purchaser, 508 ef seq. yevocation of broker’s authority, 512 time for completion, 507 See also BRoKER ; CoNTRIBUTORIES ; PURCHASER; TRANS@< FER OF SHARES. GENERAL INDEX. 1228 SALT AND ALKALI COMPANY not bound by bills, &c., of its directors, 185 SALVAGE COMPANY not bound by bills, &c., of its directors, 185 SAVINGS BANK, priority of, in respect of money due from its officers, 721 SCALE FEE, solicitor demanding more than in winding up, 704 note (2) SCHEME of arrangement between railway companies and their directors, 905 e¢ seq. scheme of company, change of, 19 et seg. SCIRE FACIAS, after elegit, 296 against shareholders, when necessary, 281 et seq. against shareholders in companies governed by Geo. 4, c. 46, 285, 294 7 Wm. 4 & 1 Vict. ¢. 73, 289, 294 7 & 8 Vict. c. 110, 294 7 & 8 Vict. c. 118, 294 8 & 9 Vict. c. 16, 290 et seg. Companies act, 1862, 294 in other companies, 293 against shareholders who have not complied with formalities, 54, 289 applications for rule for, 296 by creditor whose right is limited to company’s funds, 284, 285 concurrent against several shareholders, 295 fraud by creditor a defence to, 284 directors no defence to, 283 irregular, 295 judgment on which it is founded, cannot be impeached, 283, 297 3 except for fraud, 283, 297 nature of, 281, 294 note on procedure by, 294 et seq. proceedings substituted for, 281 to repeal charter, 98, 99 where recourse must be had to the company before issuing execution against shareholder, 290 SCOTCH COMPANY court to wind up, 615. not subject to old winding-up acts, 623 And see CoMPANIES ACT, 1886...1037 et seq, SCRIP, nature of, 65 . calling in of, 66 calls on allottees cf, 409 certificate, 65, 66 what is, 65 stamp on, 65 may become transferable by delivery by usage, 66, 474 purchaser of not bound to accept shares, 473 note (/), 499 transfer of, 66, 468 to bearer by usage, 474 SCRIP COMPANIES, 66 contributories in, 799 legality of, 181 transfer of shares in, 468 under Companies act, 1862...135, 136 within winding-up acts, 619 1224 GENERAL INDEX. SCRIPHOLDERS, calls upon, 409, 420 converted into shareholders, 66 registration of as shareholders, 107 return of deposit to, 29 note (x) right to petition for winding up, 627 when contributories, 768, 799 SEAL OF COMPANY. See InpEx No. I. bills of exchange drawn, &c., under, 230 bye-laws under, when necessary, 308 contract under, binds company, though entered into irregularly, 174, 199 et seq. effect of as estoppel, 199, 221 note (0), 225 improperly affixed, 167, 174, 198, 224 mandamus to remove, 61, 605 to affix, 605 nature of seal required, 221 necessity of, to contracts by companies, 220 et seq. persons conducting company’s business, have authority to use, 224, 225 promissory notes made under, 230 retainer of solicitor under, 221 note (a), 265 to register, 106 when not necessary to bind company, at common law, 222 et seg. by statute, 225 et seq. Metropolitan gas act, 226 8 & 9 Vict. c. 16, 226 Companies act, 1862, 228 See CoMPANIES’ SEALS AcT, 1864. SECRETARY contract with, when binding, 160 for time being, actions by, 267, 559 payment of under Companies clauses act, 332 when liable to account for shares given to him, 696 See Companies ; NoTIce. SECRET BENEFITS, directors must account for, 363 e¢ seg. See Direcror. promoters must account for, 345 e¢ seg. See PROMOTERS SECURED CREDITORS, position of in winding up, 720, 726 SECURITIES, amalgamation, effect of, on, 258 corporation taking improper, 163 note (y) liability of company for loss of, 209 non-registration of, 175, 2038 shares are not, 450 validity of improperly issued, 193 SECURITY directors’ liability for not taking, 372 required from officers under Companies clauses act, 330, 441 note (y to be given by liquidator, 700, 702 SECURITY FOR COSTS, 263. See Costs. SELLER OF SHARES, actions against, by purchaser, 498 actions by, against purchaser, 498 fraud by, 496, 592 fraud upon, 497 liability of to purchaser, 496 to calls, 428. See Cats. to be made contributories, 833 et seg. See RETIRED SHAREHOLDER. GENERAL INDEX. 1225 SELLER OF SHARES—continued. lien for unpaid purchase money, 496 rights of, against purchaser, 492, 498 title to be shown by, 492 when entitled to indemnity, 499, 838, 834 See, too, CONTRIBUTORIEs ; SALE OF SHARES ; TRANSFER OF SILARES. SEPARATE ESTATE, investment of in shares, 41 liability of, for shares, 41 in winding up, 807 et seq. See MARRIED WoMEN. shares in name of married women are primd facie, 42 SEQUESTRATION, writ of against corporate property, 279 SERVANTS, dismissal of by winding up, 729 liability of company for negligence of, 208 priority for wages in winding up, 717 sale of shares in cost-book mine to, fraudulent, 825 SERVICE, of petition to wind up, 656 of notices, &c., in winding up, out of jurisdiction, 685 i ay 687, 911 of writs on companies, 264 note (p) SERVICES, right of directors to compensation for, 388 SET-OFF against holders of securities, 275 between companies and non-members, 273 et seq. between members of unincorporated companies, 273 in actions for calls, 428 in bankruptcy of shareholder, 557, 748 in winding up, 738 et seg. against assignces of debts and debentures, 739 against calls, 857 against costs, 859 as between company and stranger, 738 as between companies and contributories, 741 buying up debts in order to set them off, 739 in summary proceedings, 744 when money is ordered to be paid in winding up, 693 SETTLED ACCOUNT, opening, 594 SETTLING list of contributories, 745 et seg. See List or Conrrisurorizs ; Con- TRIBUTORIES. SETTLING DAY, obtaining by fraud, indictable, 87 SHARE CAPITAL, 392 et seg. See CapmrAL. SHAREHOLDER. See, also, CoNTRIBUTORIES. who isa — enerally, : ee 36, 37 cestui que trust, 46 convicts, 38 corporation or company, 48, 200 estoppel, persons by, 48 formalities not observed, 44 et seq. waived, 47 et seq. See FORMALITIES. 1226 GENERAL INDEX. SHAREHOLDER—continued. who is a—continwed. generally—continued. in equity though not at law, 47 infants, 39 lunatics, 40 married women, 41, 42 in companies governed by 7 Geo. 4, c. 46...109 7 Wm. 4 and 1 Vict. c. 73...101 7 & 8 Vict. vu. 110...44, 128 7 & 8 Vict. c. 113...129 8 & 9 Vict. c. 16...104 acts of 1856—1858...129 cost-book principle, 96 Companies act, 1862 formed and registered under the act, 119 registered not formed under the act, 128 action against by creditor ‘‘ put on,” §59 ef seg. See, also, ACTIONS. address book, 103 allottees acting as, effect of, 14 note (%) bankruptcy of, 549 ef seg. See, also, BANKRUPTCY. consequence of, 550 petition for adjudication against, by company, 549, 550 proof by company for calls, 555 et seq. for debts, 554 trustee in, position and rights of, 550 e¢ seq. calls on, 420 et seg. See CALLS. death of, 536 e¢ seg. See, also, EXECUTORS. discovery of, by creditors, 282 disputes between, 314 ef seq. exclusion of, from share of profits, 433 execution against by creditor. See, also, Execution; Scrre Factas. of company, 276, 280 et seg. of shareholder, 460 future, company’s duty towards, 370 good faith required amongst, 363 indemnity to, against loss, 201 to outgoing, against liabilities, 201 liability, 244 et seg. See LIABILITY. at common law, 245 ef seq. amalgamation, in cases of, 258 et seg. See, also, AMALGAMATION. calls, to, 420 et seg. See CALLS, commencement of, 254 continuing on register, by, 256 contributories, to be made, 745 ef sey. See CoNTRIBUTORIES. duration of, 254 limited by statute, 251 to funds of company, 246 termination of. See, also, PAST MEMBERS. in respect of future acts, 255 in respect of past acts, 256 to indemnify directors, 378 et seg. lien of, on each others’ shares, 456 company against, 456 et seg. See LiEn. majorities of, 314 et seg. See MAJORITIES. management of companies by, 308 et seq. under Companies act, 339 et seq. under Companies clauses act, 330 et seg. meetings of, 304 e¢ seg. See MEETINGS. paid up, 783 et seg. See, also, PAID UP ; SHARES FULLY PAID UP, powers of, 303 e¢ seq. preference, 322, 334, 405, 449, 868. See, also, PREFERENCE SHARES. registers of, 57. See RecisteR OF SHAREHOLDERS. reimbursement of, by calls, 412 note (x) GENERAL INDEX. 1227 SHAREHOLDERS—continucd. rights of, to certificates of title, 64. See CERTIFICATES. control directors. Str Drrecrors. be registered, 60, 61 inspect accounts, 439 See Company’s Accounts ; Accounts ; INSPEOTION. scripholders, converted into, 66. See Scrip; ScrIPHOLDERS, difference between and, 66 set-off, in actions by and against, 273. See Sur-oFF. SHAREHOLDERS’ ADDRESS BOOK, 103 right to inspect, 333 SHARE LEDGER a register, 59 SHARE REGISTER. See RecisTEr. SHARES IN COMPANIES. Sce Inpex No. I. general nature of, 392, 449 acceptance of, on conditions not warranted by constitution of the company, 17 on other conditions, 17, 778 et seq. agreement to take, 13 et seg., 769 et seq. makes a person a contributory, 760 ¢é seq. need not be in writing, 761 specific performance of, 586 agreement for sale of, 490 allotment of, on application for, 13—29. See ALLOTMENT. must be by authorised persons, 14, 300 revocation of application before allotment, 13, 770 when not necessary to complete the contract, 15 allotted to directors, 365 ought not to be sold as unallotted, 592 applicant for, may dispense with notice of allotment, 15 applications for, 13, 769. See ALLOTMENT ; APPLICATION FOR SHARES. acceptance must correspond with application, 16, 17 assent to, by persons not authorised, 17 revocation of, 13, 770 attachment of, 463 blank transfers of, 471. See Bank TRANSFERS. calls on, 407 et seq. See CaLLs. cancellation of, 517 et seq., 528 et seq., 837 et seg., 842 et seg. See For- FEITURE ; SURRENDER. certificates of, 64. See CERTIFICATES. charging orders, 460 et seq. choses in action, how far they are, 454 company taking, in another company, 438, 200, 206 limited, may not purchase its own, 206, 322 conversion of, into stock, under Companies act, 405 under Companies clauses act, 399 criminal liability for issuing too many, 394 delivery of, 490 * deposits on, paying not conclusive of acceptance, 15 recovery back of, 29—35 disclaimer of, by trustee in bankruptcy, 552 et seg. dividends payable ratably upon, 434 doctrines of reputed ownership not applicable to, 454, 551 forfeiture of, generally, 321, 528 ef seq., 842 ct seg. See ForFEITURE. for non-payment of calls, 425 in cost-book miniug companies, 326 under Companies clauses act, 333 gaming in, 488 1228 GENERAL INDEX. SHARES IN COMPANIES—continued. goods and chattels, how far they are, 453 investing in, 450 issue of bad for good, punishable, 394 conditions, on, 17, 778 discount, at a, 396. See SHARES ISSUED AT A Discount. illegal, where persons are members in respect of, 52, 774 no estoppel, 53 what is, 783 joint owners of, 538 legacies of, 540 et seg. See LEGAcY. passes stock, 400 note (¢), 541 not debentures, 400 note (t), 541 lien on, 456 e¢ seg. See Lien. not paid up, cannot be transferable to bearer, 135 note (7), 801 not securities, 450 option to pay in shares or cash, effect of, on liability as contributory, 762 paid up, 395, 783 et seg. See Parp-up SHARES; SHARES FULLY PAID UP. holders of, when contributories, 783 et seg. rights of, in distribution of assets, 867 et seq. passing by delivery, contributories in case of, 803 must be paid up, 135 note (7), 801 payment in respect of, what is, 395, 783 et seq. must be in cash when, 395, 783 et seg. payment for goods, &c. in, effect of on liability as contributory, 780 placing, power to pay persons for, 372 agreements for do not make person a contributory, 769 personal estate, 451 Mortmain acts, 451—453 Statute of Frauds, 452—453 pledge of, by blank transfers, 478 preference, 322, 334, 405, 449. See PREFERENCE SHARES. rights of holder of, in distribution of assets, 868 purchase of, not within powers of directors, 179 own, by limited company, illegal, 206, 322 qualification shares, director’s liability for as contributory, 790 director may not receive, from promoter, 367 relinquishment of, 460, 517 et seg., 837 et seg. See SURRENDER OF SHARES. in cost-book mining companies, 94, 326, 816 note (q) proof in winding up for value of, 736 repudiation of, after winding up, 753, 767 et seq. reputed ownership, not within, 454, 551 restraining orders, 463 revocation of application for, 13, 770 sales of, 487 et seg. See SALE. in illegal companies, 140 scrip companies, in, transferable by delivery, 468 securities, are not, 450 slander of title to, 454 stock within the Trustee acts, 451 subdivision of, 405 effect of improper, 774 succession duty payable upon, 450 note (ce) surrender of, 517 et seq., 837 et seq. See SURRENDER OF SHARES. survivorship in, 538, 539 transfer of, 464 et seg. See TRANSFER. before calls are paid, 466 in winding up, 823 et seg. transferable by delivery legality of at common law, 131 et seq. in scrip companies, 468 since Companies act, 135, 136 must be paid up, 135 note (7), 801 usage by, 474 GENERAL INDEX. 1229 SHARES IN COMPANIES—continued. trustee in bankruptcy, position of, as to, 550 e¢ seg. do not vest in, so as to make him a shareholder, 550, 551 power of to disclaim, 553 et seq. to sell, 552 trustee of entitled to be indemnified against calls, 539, 805 Trustee acts, are stock within, 451 underwriting, agreement for, makes person a contributory, 761 unissued belong to the company, 394 value and amount of, 455 varying the, 405 votes for Parliament confer no, 452 SHARES ISSUED AT A DISCOUNT, allowed under Companies clauses act, 396, 399 not under Companies‘act, 1862...834, 396, 401 cannot be corrected by reducing capital, 403 holder of a contributory, 787 rectification of register in respect of, 123 note (a) when directors may take, 369 SHARES FULLY PAID UP. See also Pain vp. contracts to be registered under Companies act, 1867...39 holders of, petition by, 626 rights in distribution of assets, 869 when contributories, 783 et seq. how to be paid up, 395, 783 et seq. purchaser of shares purporting to be, 395, 787 rectification of register in respect of, 123 what are, 395 SHARE WARRANTS, annual return of, 126 interest on, not payable out of capital, 321 SHIP, may be registered in name of a company, 36 note (b SHOW OF HANDS, ordinary mode of voting, 308 note (m) SIGNING, irregularity in, cheques, 174 minutes, 175 minutes of meetings, 312 register or returns of shareholders, 58 SLANDER OF TITLE to shares, 454 SOCIETIES, benefit building, 918 et seg. See BenEFIT Buitpine SocierTIEs. Industrial and Provident, 915 et seg. See INDUSTRIAL AND PROVIDENT SOCIETIES. what may be registered under Companies act, 114 e seg. what may be wound up under, 619 e¢ seq. SOLICITOR, actions by, for payment for formation of company, 146—147 conducting proceedings wlétra vires not entitled to be paid, 723 demanding more than scale fee for costs in winding up, 704 note (n) lien on documents required in winding up, 692 proof of bill in winding up, 724 representations by, of company, 154 retainer of, by company, whether it need be under seal, 221 note (a) when presumed, 265 1230 GENERAL INDEX. SOLICITOR—continued. to liquidator, 703 to projected companies, liability of, 361 money paid to by promoters, 355 liability of promoters to pay, 607 note (a) SOME ON BEHALF of themselves and others, actions by, 565 e¢ seg. SPECIAL ACT, companies incorporated by, 102. See Companius, 6 contents of are facts, 242 right to have copies of, 333 position of persons made members by, 104, 107 note (8), 790, 791 SPECIAL RESOLUTIONS, under Companies act, 1862...343 SPECIALTY DEBTS, calls are, 427, 848 SPECIFIC PERFORMANCE, actions for, 585 eé seq. as a means of being indemnified, 588 decreed against directors personally, 248 note (a) defences to actions for, 587 of agreements to amalgamate companies, 585 form a company, 585 take shares, 586 with promoters, 357, 588 of contracts for the sale of shares, 499, 586 not under corporate seal, 223 of voluntary agreements, 588 STAMP on amount of nominal capital, 117, 401 articles of association, 118 authority to purser to insert name in cost-book, 97 contracts for sale of shares, 469 note (c), 490 cost-book, 97 note (7) letters of allotment, 14 memorandum of association, 117 mortgages of shares, 469 note (c) policies of marine insurance, 761 proxy paper, 310 resolution of meeting unnecessary, 313 scrip certificates, 65 transfer of shares, 469 in cost-book companies, 97 foreig) shares, 469 note (¢ STAMP OFFICE, teiuaae to, ‘by banking companies under 7 Geo. 4, ¢. 46...109, 110, 269 under 7 & 8 Vict, c. 113.. 129 STANDING ORDERS OF PARLIAMENT, 102 note (f) STANNARIES. See Cost-Book Mininc Companizs. appeal from Court of, 699 Court for winding up companies in, 615, 616 Jiquidator in, 701, 709 priority of debts under act, 718 procedure in, in winding up, 654 note (b) rectification of register by vice-warden, 124 registrar of the court of, acting as liquidator, 701 ‘ staying proceedings in, 669 note (e) 5 GENERAL INDEX. 1231 STATUTE OF FRAUDS, and Companies act, 1862...227 and Companies clauses act, 227 does not apply to agreements for the sale of shares, 490 shares, how far within, 452, 453 STATUTE OF LIMITATIONS. See Limitations, STATUTES, imperative and directory, 172—175 relating to companies, chronological list of, 928 e¢ seq. historical sketch of, 2 et seq. table of those now in force, 931 STAYING PROCEEDINGS, after winding up, actions against companies, 673 et seg., 883 practice as to, 676 actions against members, 683 distresses for rent, 679 rates, 681 executions, 676 under winding up order, 663, 890 STOCK, conversion of shares into, under Companies acts, 405 under Companies clauses act, 899 gaming in, 488 passes under a legacy of shares, 400 note (¢), 541 STOCKBROKER. See Broker. STOCK EXCHANGE, frauds on, by directors, liability of company for, 218 illegal customs of, 489 rules of, 501 difference between, and usage of brokers, 515 sale of shares on, 500—516. See Sanus or SHARES ON STOcK EXCHANGE. settling day, conspiracy to obtain by fraud, 87, 488 STOPPAGE IN TRANSITU, against company being wound up, 726, 727 SUBDIVISION OF SHARES, effect of improper, 774 power of, 848, 405 SUBSCRIBERS, agreement, what was, 102 to abortive companies, actions by, for the recovery of their subscriptions, 29—35 calls on, 82 liability of, to be made contributories, 764 majority may resolve to return subscriptions, 317 not liable for preliminary expenses, 30 right of, to have back their money, 29—35 where company is illegal, 139 to companies, who are, 19 note (2) actions for return of subscriptions by some on behalf, 568 calls on, 409, 420 : entitled to petition to wind it up, 627 liability of, for acts of each other, 144 et seq. not liable for acts of promoters, 144 “ return of subscriptions to, when not lawful, 29 12382 GENERAL INDEX. SUBSCRIBERS—continued. to companies under 8 & 9 Vict. c. 16, when shareholders, 107 to inchoate companies not partners, 18. 21 to memorandum of association. See MEMORANDUM OF ASSOCIATION. when contributories, 797 to scheme, not at liberty to retire, 29 SUBSCRIBERS’ AGREEMENT, effect of undertaking to sign, 90 what is, 102 SUBSCRIPTIONS, majority of subscribers may resolve to return, 317 to companies, recovery of, 29—35 SUCCESSION DUTY, payable on shares, 450 note (c) SUMMARY orders to pay, &c., in winding up, 693 e¢ seq. proceedings in winding up, set-off in, 744 SUMMONS for examination in winding up, 690 SUPERVISION, WINDING UP UNDER, 886—890. See Winpina vp. commencement of, 665, 889 liquidators, 889 staying actions, &c., in, 673 SUPPLIES, to mine, shareholders liable for, 192, 205 SURETIES, effect of registration of a company on, 127 note (p), 146 note (n) amalgamation of a company on, 258 note (2) for payment of calls, not contributories, 768 past members not, 821 SURPLUS ASSETS, distribution of, in winding up compulsorily, 867 et seg. voluntarily, 885 in cases of building societies, 871 SURRENDER OF CHARTERS, 99, 323 SURRENDER OF SHARES, as part of compromise, 842 directors cannot delegate a power to accept, 518 have no power to buy out shareholders, 520 who agree to accept a, are bound by such agreement, 522 power must be properly exercised, 839 retirement of shareholder compared with refusal to accept shares, 520 right to relinquish shares in company, 517 et seg., 837 et seq. regulated by Companies clauses act, 1863...525 Companies act, 1862...525 in building societies, 523, 871, 920 in cost-book company, 94, 524, 816 note (p) shareholder a contributory notwithstanding, 518 et seq., 837 ef seg. surrender of shares to company compared with a transfer of them to the directors, 521, 840 under § 161 of Companies act, 1862, effect of, 842 SURVIVORSHIP, between joint holders of shares, 538 partners holding shares, 539 SUSPENSION, of proceedings, See Stayine PRocEEpinas. GENERAL INDEX. 1288 TABLE, of statutes relating to companies, chronological, 928 et seq. now in force, 931 TABLE A, to Companies act, 1862.. 118 provisions of, 336 et seg. See InpEex No. I. TABLE B, to Joint-stock companies act, 1856...129 TAXATION, of liquidators’ costs, 863 note (s) of solicitor’s bill in winding up, 724 TENANT FOR LIFE, of shares, 542 right to bonuses, &c., 545, 546 TENDER, of transfer, on sale of shares, 495 TERMINATION OF LIABILITY, in companies, 255. See, also, LIABILITY. TICKET, to calls in winding up, 855 et seg. See Past Members. on sales on Stock Exchange, 502 TIME. See Inpex No. I. calculation of, 305, 306, 416, 417 for appeals against orders in winding up, 698 making calls, 416, 846. See Cats. making allotment of shares, 15. See ALLOTMENT, meetings, 305 proof in winding up, 713 repudiating shares, 26 et seq., 767 et seq. not accepting offers within reasonable, 15, 770 lapse of, when an answer to an action, 582 et seq. effect on liability to be put on list of contributories, 822 See LacHEs ; LIMITATION, STATUTE OF. TITLE, to be shown by vendor of shares, 492 to shares, proof of by certificates, 64. See CERTIFICATES. TORTS, liability of company for, 208 et seg. directors for, 240 TRADE ASSOCIATIONS, expulsion from, 528 note (a) TRADE UNIONS are now legal, 917 ; registration of, under Companies act impossible, 115 TRANSFER OF BUSINESS. See AMALGAMATION ; Bustnzss. effect of on creditors, 249, 250 on sureties, 258 note (2) power of company to, 207 power of majority to sanction, 322 when possible, 322 winding up, in, 882, 891 et seq. TRANSFER OF SCRIP, 66 L.C. ¥*4 x 1284 GENERAL INDEX. TRANSFER OF SHARES generally, 464 et seq. before calls are paid, 466 legality of, 464 of member indebted to company, 457, 458 on forged power of attorney, 483 in particular companies, companies governed by 7 Geo. 4, c. 46...110 7 Wm. 4 & 1 Vict. c. 73...101 8 & 9 Vict. c. 16...108, 467 Companies act, 1862...467 cost-book mining companies, 96 464, 468 foreign companies, 913 scrip companies, 468 blank transfers, 471 e¢ seg. See BLANK TRANSFERS. “not in order,” 482 not negotiable, 474 complete, when, 469 consent to, by court in winding up, 833, 834 by director of his own shares, 466 duty to procure, 467, 491, 506 giving and withholding, 465 necessity of, 464 relief when directors refuse, 500, 834 delay in registering, effect of, 883 et seq. effect of, as regards dissolution of company, 608 et seq. liability to calls, 423. See CALLs. liability to creditors, 255 et seq. liability to be made contributories, 823 e¢ seq. after company has discontinued business 829 fraudulent, 808 et seq. to avoid liability, 825 to directors, 830, 840 to persons not consulted, 802, 829 transferee accepted by company, 823 company imposed upon, 827 ef seq. by mistake, 827 et seq. transferee not accepted by company, 831 escape liability, in order to, not fraudulent, 464, 825 forged, 483 et seg. forms of, 459 fraudulent, 464, 465, 803 infants, to, 39, 809 et seg., 828 informal, 835 lien, effect of upon, 457, 458 mala fide, 808 et seq. mandamus to register a, 604 modes of transfer, 467 multiply votes, in order to, not illegal, 309 cannot be objected to, 465 negotiable, blank transfers not, 474 nominee of purchaser, to, effect of, 495 ‘not in order,” 482 pauper, to, when valid, 464, 825, 827 preparation of, 495 priorities of equitable, 454 register of, 57 et seq. directors neglecting to, 833 et seg. Sce REGISTRATION oF SHARES. restraining under 5 Vict. c. 5, 463 specific performance of, gratuitous and intended, 500. See Srrciric PERFORMANCE. stamp on, 469 time for completing, 507 transfer to directors not same as surrender to company, 521, 840 GENERAL INDEX. 1235 TRANSFER OF SHARES—continued. transferee, rights and duties of, 470 to, without authority, 802, 829 Trustee acts, under, 451 winding up, after commencement of, 471, 832 et seq. TRANSFERABLE SHARES, legality of companies with, 180 et seq. when shares are, 464 TRANSFEREE OF SHARES. See Cats ; Conrrisurorius ; SALE OF SHARES ; TRANSFER OF SHARES. rights of, 470 in winding up, 823 e¢ seq. TRANSFEROR OF SHARES, position of, 469, 470. in winding up, 823 e¢ seg. See CaLis ; CoNTRIBUTORIES ; LIABILITY ; SALE OF SHAREs ; TRANS- FER OF SHARES. TRANSMISSION OF SHARES no power for directors to refuse consent to, 468 on bankruptcy, 550 on death of shareholder, &c., 468, 536 TREATIES relating to foreign companies, 914 TROUBLE, right of directors to compensation for, 388 TRUST not noticed on register, 122 dishonest, contributories in case of, 802 TRUSTEES, business carried on by, 114 charging order, cannot affect shares of, 461 contributories, 801, 804 directors, how far, 364 ef seq. for company, proof by in winding up, 727 lien of company in respect of shares held by, 457 resignation of, does not terminate liability to company, 806 right to indemnity against being made a contributory, 539, 805 transfer of shares held by, by order of court, 469 TRUSTEE ACT, shares within, 451 TRUSTEE IN BANKRUPTCY, calls on, 426 contributory, when, 815 disclaimer of shares by, 553 not a shareholder, 551 position of, 550 ef seq. sale of shares by, 552 shares do not pass to, under reputed ownership clause, 454 note (a), 551 transmission of shares to, 468 ULTRA VIRES acts which are, 162 e¢ seq., 314 et seq. cannot be rendered valid by majority of votes, 314 acts of promoters, company not liable for, 152 amalgamation of companies, effect of on liabilities to creditors, 735 on contributories, 774 application to unincorporated company, 315 bills of exchange, liability on, 231 note (m) 1236 GHNERAL INDEX. ULTRA VIRES—continued. conditions of allotment, 17 court will interfere to prevent acts which are, 577 debentures issued, effect of having had benefit of, 237 debts contracted, not provable in winding up, 722 liability of company for acts which are, 162 et seq. money borrowed, 187 et seq. limited company purchasing its own shares, 526 policies, premiums on to be refunded, 235, 236 shares issued, effect of on contributories, 774 UNANIMITY, acts of corporations may be wiléira vires notwithstanding, 162, 163, 314 of unincorporated companies, 315 UNCONCLUDED AGREEMENT to take shares, 15, 768 UNDERTAKING, mortgages of a company’s, 195 UNDERWRITER of shares, a contributory, 761 difference between, and person agreeing to place shares, 769 UNINCORPORATED COMPANIES, actions by and against, 265 et seg., 270, 562 causes of dissolution of, 608 et seg. where they may be made bankrupt, 610 with transferable shares, legality of, 130 ct seq. under the Bubble act, 130 at common law, 130 result of cases, 133 See CompaNIEs. UNLIMITED COMPANIES, change of to limited, 113, 335 UNLIMITED LIABILITY at common law, 2 et seq. liability of directors of a limited company, may be, 116 of banking companies in respect of notes, 855 UNPAID PURCHASE MONEY, lien for, available against company, 726 on shares, 496 when it gives right to petition for winding up, 624 UNREGISTERED COMPANIES, number of persons who may be partners in, 114 contributories of, on winding up, 752, 753 UNSEALED CONTRACTS, liability of corporations on, 220 et seg. USAGE, of brokers, not same as rules and customs of stock exchange, 515 of company, effect of, 98 note (/) mining usages must be proved, 95 negotiability of transfers by, 474 See Cusroms. USE AND OCCUPATION, actions against corporations for, 220 note (a) VALUATION of shares of shareholder dissenting to sale of company’s assets, 896 GENERAL INDEX. 1287 VARIATION in object of company, 19 ct scg., 771. See CHANGE oF SOHEME. of memorandum of association, See MrEmMorANDUM OF ASSOCIATION. VENDOR lien of, in winding up, 726 on sale of shares, 496 of shares, position of in winding up, 833 et seq. ann between, and purchaser as to right to be registered, title to be shown by, 492 See also SALE. VICE-WARDEN OF STANNARIES power to wind up companies, 615 rectification of register by, 124 See also STANNARIES. VOID AND VOIDABLE AGREEMENTS, contributories by reason of, 777 See Fraup ; MISREPRESENTATION ; REScISsION OF CoNTRACTS. VOLUNTARY WINDING UP, advantages of, 847 et seg. amalgamation and reconstruction of companies in, 894 et seg. calls in, 884 circumstances under which a company may be so wound up, 876 commencement of, 664, 877 companies capable of being so wound up, 875 costs, 885 dissolution of company, 885 jurisdiction of court after, 885 injunction to prevent, 885, 886 effect of on creditors, 877 liquidators. See LiqurpaTors, how appointed, 879 duties and powers of, 879 how controlled, 881 list of contributories, 884 payment of debts, 884 resolution for, 876 staying actions, 673, 674, 883 transfer of business upon, 882, 894 et seq. rights of dissenting members, 895 transfer of shares after, 832 when an answer to contributories’ petition for a compulsory order, 640 to creditors’ petition for a compulsory order, 636 VOTES at meetings, rules as to, 309 of creditors and contributories in winding up, 688 chairman has casting vote, 329, 338 creation of, by transfer of shares, 309 cannot be objected to, 465 husband, 310 illegal agreements as to, 309 interested, 309 lunatic by committee, 342 married women, 310 poll, right to, 311, 341 proxy, 309, 332, 342 show of hands, 308 note (m) under Companies act, 1862...341, 342 under Companies clauses consolidation act, 329, 331 See MrEtinas ; Pott; Proxy; and InpEx No. I. 1238 GENERAL INDEX. WAGERING IN SHARES, 488 WAGES, miners’ lien for in cost-book company, 278 note (g) priority for, in winding up, 717, 718 WAIVER of compliance with § 38 of Companies act, 1867...92 of formalities necessary to constitute membership, 47 ct seg. effect of, as between company and alleged shareholder, 49 creditor and alleged shareholder, 54 of notice of allotment, 15 of right to rescind for fraud, 73 See ForMALITIES ; IRREGULARITIES, WAR, effect of, on contracts, 37 WARING, EX PARTE, rule in, 727 WARRANT, share. See SHARES. WARRANTY of authority, 88, 241, 242 WATERWORK COMPANIES, shares in, not within Mortmain act, 452 Statute of Frauds, 453 See COMPANIES GOVERNED BY 8 & 9 Vict. c. 16. WINDING UP, under Railway abandonment act, 618 under old Winding-up acts, 611, 753 under the Companies act, 1862 See ANALYsIs or Contents, Bk. IV., c. 1. And, also, InpEx No. 1. various modes of, compared, 874 compulsorily, 616 et seq. subject to supervision, 886. See WINDING UP SUBJECT TO SUPERVISION. voluntarily, 875. See VoLUNTARY WINDING UP. bankruptcy rules, how far applicable, 719 books of company, ultimate disposition of, 870 breach of contract, how far, 728, 883 calls in, 846 ct seg. See CALLS ON CONTRIBUTORIZES. enforcing payment of, 847, 848 for adjusting rights of contributories, 852 costs, 859 debts, 849 limits of, 853 as regards past members, 853 present members, 855 set-off against, 857 commencement of, in voluntary winding up, 664, 877 in winding up compulsorily, 664 in windiug up subject to supervision, 665, 889 companies to which act applies, 616 et seg. amalgamated companies, 641 foreign companies, 622, 912 industrial companies, 614 note (0}, 916 very small companies, 640 compromises in, 709 GENERAL INDEX. “1289 WINDING UP—continued. contributories. See CoNTRIBUTORIES. who are, 750 et seq. list of, form of, 746 how settled, 745 how resettled, 747 in voluntary winding up, 884 past members, position of, 750 primary and secondary liability of contributories, 749 petitions by, 639, 645 correction of register on, 120, 121, 755 costs of petitions for, 658. See Costs. costs in, 859 e¢ seq. court having jurisdiction over, 615 et seq. powers of, to arrest, 692 compel production of documents, 692 investigate conduct of directors, 694 make summary order, 693 et seg. order prosecution, 697 stay actions and other proceedings, 669 et seg. proceedings under order, 663 summon and examine, 689 creditors, arrangements with. See AMALGAMATION. consulting, 688 petitions by, 635, 644 proof of debts by, 718 et seq. staying actions and suits by, 669 et seg. debts contracted in, 715 interest on, 724 priorities of, 721 proof and payment of, in, 713 et seg. See Proor oF Depts, set-off, 738 discretion of court, as to, 630 distribution of surplus assets, 867 et seg., 885 dissolution (final), 870 in voluntary winding up, 885 injunction to prevent, 885, 886 effect of, on actions, &c., 669 et seq. when stayed, 672 actions for damages for fraud inducing membership, 74, 753 dispositions of property, 666 et seg. distresses for rent, 678 rates, 681 executions, 676 payment made by company, 667 position of members, 753 right to repudiate shares, 767 et seg. rescission of contract to take shares, 73, 76, 753, 767 et seq, enforcing orders made in, 697 grounds for, 628 et seq. contributories’ petitions, 639 creditors’ petitions, 635 inability to pay debts, 630 just and equitable, 631 summary of cases, 644 et seq. history of, 611 e¢ seg. injunction to restrain petition when made, 637 note (7) inspection of books, &c., in, 658 note (m) liquidators, 699 e¢ seg. See LiquipaTors, appointment of, 700, 701, 879 in voluntary winding up, 878 official, 701 e seg. powers and duties of, 707 e¢ seq. 1240 GENERAL INDEX. WINDING UP—continued. liquidators—continued. provisional, 700 removal of, 708, 890 list of contributories, See ConrriBurorizs ; List or CONTRIBUTORIES. modes of, 613 not equivalent to a breach of contract, when, 728, 883 orders for, a judgment, 663 appeals from, 661, 662 carriage of, 686 cannot be questioned except on appeal, 628 compulsory, when made, 628 et seg. conflicting, 888 form of, 684 notice of, 684 proceedings under, 684, 686 staying proceedings under, 663 summary of cases, 644 et seg. winding up subject to supervision, 886 orders in appealing from, 697 petitions for. See PEririon. costs of, 658 malicious, 614 practice on, 654 who may present, 624 preliminary inquiries, court may make, 642 proof of debts in, 718 et seg. See Proor or Dusrs, property of company, how affected by, 666 et seq. prosecutions directed in, 697 repudiation of shares, after, 753, 767 et seq. servants, effect on, as to dismissal, 729 set-off in, 738 against calls, 857 staying actions and executions pending, 669 et seq. proceedings in winding up, 663 summary powers of court, 689 et seg. summoning witnesses, &c., in, 689 transfers of shares, how affected by, 832, See TRANSFER oF SHARES. transfer of company’s business in. See AMALGAMATION, in compulsory winding up, 711 in voluntary, 882 WINDING UP SUBJECT TO SUPERVISION, 886 et seq. commencement of, 665, 889 effect of, 889 liquidators in, 889 when preferred to compulsory, 886 WITHDRAWAL of winding-up petition, 659 WITHDRAWING MEMBERS of building societies, 872, 920 WRIT, service of, on companies, 264 note (p). See SERVICE, WRITING, contracts in, when necessary, 220 cf seq. See Contracts, when agreement to take shares must be in, 761 THE END. BRADBURY, AGNEW, & CO., PRINTERS, WHITEFRIARS, O LP