1841. SHEFFIELD AND RAILWAY Co. V. WOODCOCK. named as the first directors in the 152nd section of the Exch. of Pleas, act. Three of these (one being Mr. William Sidebottom, the deputy chairman) were partners in the Liverpool and Manchester District Banking Company. That Com- MANCHESTER officer or servant shall thereupon be immediately and is hereby discharged from the direction, office, service, or employ of, in, or under the said Company, and rendered incapable of being thereafter employed by them, unless re-appointed, and such re-appointment be confirmed at some general or special general meeting of the said Company. Sect. 152 enacts, that sixteen persons therein named, and the survivors and survivor of them, or such of them as shall continue to act, shall be the first directors of the said Company, and shall continue in office until the first general meeting of the said Company to be held in pursuance of this act; and they the said directors herein before named shall and they are hereby required to fix the time and place of such first general meeting within the limit hereinbefore prescribed, and to give notice thereof in the manner hereinbefore directed as to general meetings of the said Company; and until such first general meeting shall be holden, and such directors shall have been duly elected as hereinafter prescribed, the said directors hereinbefore named, or the survivors or survivor of them, or such of them as shall continue to act, shall and lawfully may allot the shares (if any) remaining undisposed of in the said undertaking, as they the said directors shall think fit, and shall and may exercise all VOL. VII. RR other powers and authorities which Sect. 153 empowers the direct- Sect. 154 provides, that the chairman, or in his absence the deputy chairman, shall preside at all meetings of the Company. Sect. 159. The orders and proceedings of all meetings, as well general as special general, of the said Company and of the said directors, and of such committees respectively as aforesaid, shall be entered in some book or books to be provided and kept for that purpose, and shall be signed by the chairman of such respective meetings; and such orders and proceedings, when so entered and signed, shall be deemed original orders and proceedings, and shall be allowed to be read in evidence in all courts, and before all judges, justices, and others, and that without proof of such respective meetings having been duly convened, or of the persons making or entering such orders or proceedings being proprietors, or being directors or members of the committees, or of the signature of such chairman, as the case may be, all of which lastmentioned acts shall be presumed. M. W. 1841. SHEFFIELD AND RAILWAY Co. บ. WOODCOCK. Erch. of Pleas, pany, ever since the formation of the Railway Company, acted as its bankers and treasurers, having been formally appointed by the directors; and in that capaMANCHESTER city they receive calls and give receipts for them, and pay money on cheques signed by the directors, and the clerk and secretary. The Company's seal was not affixed to a register of the proprietors, pursuant to the 110th section of the act, until the month of February 1838. The shares in question were transferred to the defendant by Messrs. Leeds & Son, brokers, of Manchester, in December 1837. Leeds & Son were parties to the subscription deed entered into on the original formation of the Company. The transfer delivered to the defendant with the shares had a blank for the purchaser's name. The consideration was stated in it to be the sum of 181. 15s., or 18s. 9d. per share; but evidence was given to shew that the sum really paid was £20, i. e. £1 per share. The defendant, after receiving this transfer, signed a proxy paper in the form directed by the 120th section of the act, and transmitted it to the secretary; and his name was in consequence entered in the register, on its formation, as the proprietor of the shares in question. On the 13th March 1839, the directors resolved that a call of 27. 10s. per share should be made on the 30th of March then instant, to be paid on the 1st of May following. This was the first call that was the subject of this action. The other three calls were made in pursuance of subsequent resolutions, by which they were expressed to be payable on the 6th of August 1839, the 1st of January 1840, and the 1st of May 1840 respectively. All the resolutions purported to be signed by "William Sidebottom, deputy chairman;" but no evidence was given to shew that in fact Mr. Sidebottom presided as deputy chairman at the several meetings at which the calls were resolved upon. The defendant's counsel objected to the admissibility of the book in which the resolu 1841. SHEFFIELD AND RAILWAY Co. v. WOODCOCK. tions were entered, unless such evidence were given: but Exch. of Pleas, the learned Judge admitted it. None of the resolutions specified the place where, or the person to whom, payment was to be made: but shortly after the passing of each of MANCHESTER the resolutions, notices were inserted in the local newspapers, pursuant to the directions of the act of Parliament, signed, "by order of the directors," by the clerk and secretary, stating, that "the directors having resolved to make a call" for an instalment of per share, the proprietors were required to pay the said call, on or before &c., to some one of the under-mentioned bankers (amongst others, the Manchester and Liverpool District Bank, Manchester). Several objections were taken for the defendant at the trial. First, that none of the calls were duly made, inasmuch as the election of directors on the 27th of October 1837 was void, not being made by registered proprietors; 2ndly, that the fact of Mr. Sidebottom and the other two directors being also partners in the Bank disqualified them, under the 150th section of the act, from acting, and therefore also the calls were not duly made; 3rdly, that the time and place of payment of the calls ought to have been specified in the resolutions, in order to entitle the Company to recover them; 4thly, that at all events they were not entitled to recover in respect of the first call, for that the resolution to make a call in futuro was not valid; 5thly, that the transfer to the defendant, being from parties who were not registered proprietors, was void; and lastly, that it was also void for not setting forth the consideration truly. The learned Judge thought that the defendant was precluded from insisting upon either of the two last objections, by reason of his having signed the proxy paper, and so represented himself to the Company as the proprietor of the shares. His Lordship, however, reserved all the points for the consideration of the Court, and a verdict was taken for the plaintiff for the amount claimed. In Michaelmas Term, Cresswell accordingly moved for a 1841. SHEFFIELD RAILWAY Co. v. WOODCOCK. Erch. of Pleas, nonsuit, pursuant to leave reserved, or for a new trial.-First, as to the admissibility of the book in which the resolutions were entered. The 159th section only dispenses with proof MANCHESTER of the handwriting, and that the parties signing are directors; but to make the proceedings good, they must be signed by the chairman or deputy chairman, and there was no proof that Mr. Sidebottom was there in the latter capacity. The book is only made evidence when so signed. [Alderson, B.-I think the act means that the book is to be evidence of every thing on the face of it. Parke, B.—The effect is, that it is to be presumed that the signature was that of the individual who was the deputy chairman.] Secondly, the proceedings were invalid, by reason of some of the directors who were parties to them being also members of the Banking Company. The 150th section expressly enacts, that if any director shall, either directly or indirectly, be concerned in any contract with the Company, he shall ipso facto be discharged from the direction. Here is a loan of money by the Bank to the Company, and therefore a contract with the Company. [Lord Abinger, C. B.-The clause clearly applies to contracts with the Company in the execution of its enterprise.] Thirdly, the transfer to the defendant was void, first, by reason of the purchaser's name being left in blank, and secondly, by reason of the consideration being untruly stated. It is said that the defendant, having afterwards signed a proxy paper describing himself as the proprietor, and delivered it to the Company, is precluded from the benefit of this objection. But the instrument must be a perfect deed at the time of delivery: Hibblewhite v. M‘Morine (a). It is clear there could be no estoppel as against the Company, who are no parties to the deed; but estoppels must be mutual. There was no evidence that the Company's position was altered by the act of the defendant. [Parke, B.-The defendant held out false colours, (a) 6 M. & W. 200. 1841. SHEFFIELD RAILWAY Co. v. WOODCOCK. to induce the Company to register him as a proprietor, Exch. of Pleus, and therefore to bring this action against him. It is a universal rule of law, that where a party makes a representation to another, whereby the situation of the latter MANCHESTER is altered, he is bound thereby.] That principle has never been extended to such a case as this. The Company can have no claim upon the defendant, except in respect of his ownership of the shares. Nor had they any right to allow parties to pretend to transfer shares before a register of the proprietors existed. There is no case in which a different effect has been given to a deed, because a party to it has made a statement of his interest under it. This is no estoppel in point of law, and could not be so pleaded. Upon these several points the Court refused a rule, but granted it upon all the other grounds of objection. Against this rule Wightman (with whom was Sir W. W. Follett) shewed cause in this term (Jan. 13).-First, it was not necessary that the resolutions for the calls should specify the place where, and the person to whom they should be paid; that might well be done by the subsequent advertisement. All that is required in terms by the 115th section is, that twenty-one days' notice shall be given of every call by advertisement in the newspapers, and the proprietors are required to pay their calls to such person, at such time and in such manner, as the directors shall from time to time direct or appoint. Here the notice, given accordingly by the order of the directors, does specify the persons, and the time and place of payment; and there is nothing to render it necessary that this should be a part of the original resolution. This point has, indeed, already been expressly decided by this Court, in the case of The Great North of England Railway Company v. Biddulph (a), where the question was fully argued. The time of payment is the only (a) 7 M. & W. 243. |