from 8 Sept., 1871, the date of such transfer. Deft J. Grove to pay Form 322. the costs of the action. Nant-y-Glo and Blaina Iron Works Co. v. Grove, Bacon, V.-C., March 19, 1878; Reg. Lib., 1878, B. 573. See Report, 12 C. D. 738, and supra, p. 363.

In this case the defendant G. became a director at the request of the promoters, and he accepted from them a present of 50 fully paid-up shares of 1007. each. It was admitted that at the time they were transferred to him, or shortly afterwards, they were worth 801. per share. They subsequently fell to 1. per share. The company claimed a declaration that G. was a trustee for the company of the shares or of the value thereof, at the election of the company, and judgment was given as above.

See also orders against directors under s. 165 of the Companies Act, 1862, infra. Forms 634, et seq.

refund profits.

Let the deft S. on or before the 15 Nov., 1879, pay to the plt co Form 323. 8,8007., being pt of the 10,000l. profits made by him on the sale of the Promoter and South Durham Iron Works to the plt co as in the pleadings mentd : director And declare that the sd deft be charged with interest upon the sd ordered to 10,0007. profit (or on so much thereof as he received from time to time) at 5 p. c. p. a. during such time as the sd deft received interest on the sd sum or any pt thereof, and that the sd deft be charged with interest on the sd 8,8007. at 4 p. c. p. a. from the date when he received the sd sum of 10,000l. profit or any pt thereof until paymt: And let following inquiry be made :

1. An inquiry what (if any) sum or sums of money was or were received by the sd deft from the co in respect of interest on the sd 10,0007. or any pt thereof: And let interest on the sd 8,8007. be computed at 4 p. c. p. a. from the date of the receipt by the sd deft of the sd sum of 10,000l. profit until paymt of the amount thereof to be certified: And let the sd deft, within fourteen days after the date of chief clerk's certificate, pay the amount thereby certified to be due to the plt co.

Deft S. to pay to the plt co their costs of action, to be taxed, &c., and to include the costs of the copies of the correspondence, minutes of shareholders' and directors' meetings, short-hand notes of the witnesses' depositions, and certain other documts supplied for the use of the judge : And let H. and B. take all necessary steps and sign all necessary documts for the ppose of procuring paymt out to the plt co of the sum of 2007. deposited in their joint names in the Bank as security for costs pursuant to the sd order, dated the 1 March, 1879 [infra, Form 348]: And any of the parties are to be at libty to apply. South Durham Iron Works Co. v. Shaw, Hall, V.-C., 29 July, 1879.

In this case the defendant S. purchased the iron works, and resold them to the company, of which he was a promoter and director, making a secret profit of 10,000l. He was held liable as above. See W. N. 1879, 159.

Upon the applicon of S. and M., the off. liqs., &c. Let the applicants Form 324. as such off. liqs. be at libty to commence and prosecute an action in Liberty to take

Form 324. the name of the above co, against the former directors of co, and against the personal representatives of such former directors as may have died proceedings against direc- since the order to wind up, for and in respect of certain promotion tors to recover monies and qualification shares divided among them; but the applicants

promotion

money.

Form 325.

Order not

to proceed against promoters.

are to apply for the directions of the Judge as to the further conduct of the action when and so soon as the defts have delivered their respive statemts of defence. Auvergne Bituminous Rock Co., Malins, V.-C., 13 Nov., 1879, A. 2117.

Upon the applicon of the off. liqs. Order that the sanction of the Ct be accorded to the off. liqs. refraining from taking legal proceedings against the promoters of the co, and the companies amalgamated; costs to be costs in winding up. Cape Breton Co., Malins, V.-C., 12 June, 1879,

A. 1288.

Form 326.

of action.

Upon the applicon of the plts, &c. Let upon the deft Lord, L. Compromise paying to W. the off. liq. of co within fourteen days from the entry of this order, 1,000l. in satisfon and complete discharge of all claims and demands of the co in respect of the matters in question in this action, and also in satisfon and complete dicharge of all claims by the sd off. liq. of the co, in respect of the sum of 1,0007. and taxed costs amounting to 7., directed to be pd by the sd deft pursuant to an order of 30 Nov., 1876, this action stand dismissed as against the sd deft without costs, but without prejudice in any way to the rights or claims of the plt co against the remaining defts and all other persons in respect of the matters in question in this action. Lisbon Steam Tramways v. Grant, Malins, V.-C., 20 June, 1878, B. 1290.

Form 327.

Injunction restraining

forfeiture of shares.

Form 328.

Judgment granting perpetual injunction against forfeiture.

day of

Undertaking as to damages. Let an injunction be awarded to restrain deft co, and the defts C., M., and J., the directors thereof, from striking out or erasing the name of the plt from the register of the members of the deft co, and from selling, re-allotting, or otherwise disposing of the plt's shares therein numbered, &c., inclusive, which, by a resolution of the directors of the deft co of the are purported to be forfeited, or any of them, or otherwise acting upon the afsd resolution until judgmt in this action, or until further order. Goulton v. London, &c., Co., Malins, V.-C., 7 June, 1877, A. 1180; Seton, 1656. See report of case, W. N., 1880, 141. See also Johnson v. Lyttle's Iron Agency, 28 Mar. 1877, A. 691, 5 C. Div. 687, supra, p. 121.

Upon motion for judgmt, &c., by counsel for the plt for such order as upon the admissions of fact in the statemt of defence, he is entled to, and upon hearing counsel for the defts, and upon the reading the pleadings in this action. Declare that the resolution of the board of directors of the deft co of the 26th Feb., 1877, in the statemt of claims parly

mentd, which declares, or purports to declare the share of the plt in the Form 328. sd co to be forfeited, is invalid and void. And let a perpetual injunction be awarded against the deft co, restraining the sd co, and the directors and officers and agents thereof, from removing the name of the plt from the register of members of the deft co, and from selling, re-allotting, or otherwise disposing of the sd shares which the sd resolution purports to forfeit as afsd, or any of them, or otherwise acting upon the sd resolution; Let deft co pay to plt his costs of the action, to be taxed, &c., in case the parties differ: and the Ct not requiring any trial of this action. other than the sd motion. Libty to apply. Goulton v. London Architectural Brick Co., and C. N. and J., 1877, G. 89; Malins, V.-C., 5 July, 1877, A. 1364.

sion of director.

Upon motion for an injunction, &c. This Ct doth order and adjudge Form 329. that a perpetual injunction be awarded against the defts, except the Injunction to deft co, and E. P. to restrain them from restraining or in any way inter- restrain exclufering with the plt acting or attending as a director of the deft co: and let the defts M. and S. pay to the plt his costs of this action, including his costs of this motion, such costs to be taxed, &c. ; and let all further proceedings in this action, except for the ppose of carrying out this order, be stayed. Pulbrook v. Richmond, &c., Co., and its directors, M. R., 6 August, 1878, B. 1834. See 9 C. D. 610.

It will be observed that the company was not restrained, and accordingly the plaintiff was subsequently removed from office by a general meeting. See also Munster v. Cammell Co., 21 C. Div. 183; Harben v. Phillips, 23 C. Div. 15. Compare The Queen v. Government Stock Co., 3 Q. B. D., with Evans v. Hearts of Oak Society, 12 Jur. N. S. 163.

Usual undertaking. Let the defts, Elworthy Brothers & Co., Limtd Form 330. and their secretary and agents, be restrained from holding, or allowing to Order restrainbe held, the annual general meeting of the deft co on the day of ing directors from holding meeting at improper

and from summoning, or allowing to be summoned or held, any meeting of the deft co until after the day of or until further order. Cannon v. Trask, Bacon, V.-C., 29 July, 1875, A. 1440; Seton, period. 266; 20 Eq. 669.

Upon motion for an injunction, &c., by counsel for the plts, and upon Form 331. the applicon of co, by Messrs. U., adjourned from Chambers, &c. Let Restraining an injunction be awarded to restrain the defts until the hearing of the directors from action, or further order, from entering or causing to be entered, or suffer- improperly reing to remain entered in the minute book or books of proceedings of the jecting votes. plt co, or otherwise to be or remain recorded in any book of the sd co, any entry that or to the effect that the amendmt in the indorsemt on the writ of summons in this action mentd was carried, or that the second resolution in the sd indorsemt mentd was not carried, and from acting contrary to or in any manner inconsistent with the instructions contd

Form 331. in this sd second resolution, until some other resolution to the contrary shall be duly passed by a general meeting of the plt co: and order that the defts, or any of them who shall, at the further or any other adjournmt of the meeting in the sd indorsemt mentd, or at any other meeting of the plt co preside as chairman, be restrained in like manner from disregarding or neglecting the votes of any duly registered member of the sd co otherwise duly qualified to vote on the ground that such registered member is a trustee for or nominee of another member, and generally, from rejecting the votes or any of the votes which any registered member is entled to give under the articles of association of the plt co: and let the sd applicon so adjourned from Chambers as afsd stand over until the trial of the action or until further order. Lushington, M. R., 2 March, 1877, B. 357.

Form 332.

tires and restrained

Pender v.

In the above action, the plaintiff sued" on behalf of himself and all other the shareholders of the Direct, &c., Co., who voted against the amendment to the first resolution, and in favour of the second resolution in the indorsement on the writ of summons in this action respectively mentioned." The case is reported in 6 C. D. 70. See also Harben v. Phillips, 23 C. Div. 15.

Declare that the arrangemt in the bill mentd come to between the Amalgamation directors of co and the directors of Bank, for an amalgamation of the declared ultra two cos on the terms in bill mentd was beyond the power of the directors of the co and was not authorised by the articles of association thereof, and that such arrangemt is not binding on the plt nor on any of the members of the co. Declare that the resolutions of 12 Ap., 1865, in the bill mentd, were not within the powers of a general or any other meeting of co, and were not authorised by the memorandum or articles of association of co, nor by the Companies Act, 1862, and that the same are not binding on the plt or on any other dissentient members of the sd co, and decree the same accordingly. Let an injunction be awarded to restrain the deft co and the defts G. &c., the directors, and the deft E., the off. liq. of co, and the deft Bank and B. &c., the directors thereof from carrying the sd proposed arrangemt into effect. An injunction to restrain off. liq. from handing over to Bank the assets of co or any pt thereof in psuance of sd arrangemt or of any other arrangemt to the same or similar effect. Declare that deft Bank are to stand as creditors against the estate of the co in respect of any advances or paymts which they have made in liquidon of any debts or liabilities of the co, and to a lien upon all the assets of co comprised in schedules A., B., and C. of the deed of covenant, dated, &c. in bill mentd for the amount of such advances with interest on such of them as bear interest. Libty to Bank to go in under the winding-up order of co, and prove for any claim they can establish against the assets of co under sd last mentd declon: [and declon omitted on appeal] taxation and paymt of costs. Libty to apply. Clinch v. Financial Corporation, Wood, V.-C., 28 Feb., 1868, A. 649, 5 Eq. 450; 4 Ch. 117.

For some particulars of this case, see infra, "Amalgamation.”

rires and

Declare that the sd agreemt, dated, &c., is invalid, and the resolution Form 333. for carrying the same into effect in the [bill] mentd are ultra vires and Sale of assets illegal. Let the defts T. S., &c. (the directors), repay to the deft A. declared ultra the sum of -7. pd to them as in the [bill] mentd under the sd restrained. agreemt, but without interest. And let an injunction be awarded to restrain the deft co, T. S., &c., from carrying the sd agreemt, dated, &c., into effect, and to restrain the defts from assigning the patent, ppty, and assets of the co (as in the bill mentd), or any of them, to the deft A., or to any other person on his behalf. Defts T. S., &c., to pay plt his costs of suit, to be taxed, &c. Bird v. Bird's Patent Deodorising, &c., Co., Bacon, V.-C., 28 Jan., 1874, A. 222; affirmed, 7 Mar., 1874, A. 621. See 9 Ch. 358; Seton, 266.

shares

restrained.

Declare that it is ultra vires of the defts, the Argentine Tramways Form 334. Co, Limtd, to issue new preferred shares to rank in priority to or equally Order issue of with the orignal preferred shares of the co either in exchange for de- preference ferred shares or otherwise. Let an injunction be awarded against the defts, Lord A. P., &c., the directors of the sd co, to restrain the defts from issuing any such new preferred shares in the co, either in exchange for deferred shares or otherwise. And let the defts pay to the plt his costs of this action, including therein his costs of the sd motion, such costs to be taxed by the taxing-master. Harper v. Paget, M. R., 16 Mar., 1876, A. 599.

See as to this case, supra, p. 197 ; and for further proceedings of the company, see Griffith v. Paget, 5 C. D. 894; 6 C. D. 511.

stock holders

restrained.

Declare that the plts respively and the other holders of preference stock Form 335. in the co on whose behalf they respively sue, are entled to be pd dividends Rights of out of the profits realised by the co on the preference stock held by them preference respively, from 30 June, 1856, according to the amount of the dividends declared and which the several classes of preference stock respively carry, before any infringements paymt in respect of dividends or otherwise is made to any of the holders of original ordinary stock, A stock, and B stock, in the sd co, or any of such stocks out of such profits. And let a perpetual injunction be awarded to restrain the deft co from declaring any dividend on the original ordinary stock, A stock, and B stock, in the sd co, or any of such stocks or any pt thereof respively, without regard to the rights of the plts respively, and the other holders of preference stock on whose behalf they respively sue, to be paid in priority the full amount of the dividends payable upon or in respect of the preference stock held by them respively, to be computed from 30 June, 1856, and from making, or causing to be made, any paymt for dividend or otherwise to any of the holders of the original ordinary stock, A stock, and B stock, in the sd co, or any of such stocks without first paying or providing for the paymt to the plts respively, and those on whose behalf they sue, of the full amount of the dividends payable upon or in respect of the preference stock held by