The duty, in

1858.

present case received the tolls as trustees.
our opinion, is equally cast on those who have the receipt
of the tolls and the possession and management of the
dock vested in them, to forbear from keeping it open for
the public use of every one who chooses to navigate it on
payment of the tolls, when they know it cannot be navi-
gated without danger, whether the tolls are received for a
beneficial, or for a fiduciary purpose; and for the conse-
quences of this breach of duty we think they are responsible
in an action. We are therefore of opinion that the judg-
ment should be reversed.

Judgment reversed.

IN THE EXCHEQUER CHAMBER.
(Appeal from the Court of Exchequer.)

LINDUS v. MELROSE and Others.

of

THIS was an appeal from the judgment of the Court
Exchequer in this case, which is reported, 2 H. & N.

p. 293.

Feb. 23.

The following
promissory
note was signed
by three per-
sons describing
themselves
as "directors "

The note is of a Joint

Company,

Manisty argued for the appellant (a). binding on the defendants personally. It is reasonable incorporated,

with limited liability, under

the 19 & 20 Vict. c. 47, and was countersigned by one G., who described himself as secretary of the Company. "London, Dec. 31, 1856. Three months after date we jointly promise to pay S. or order six hundred pounds for value received in stock on account of the L. and B. Company, Limited."-Held, in the Exchequer Chamber, (affirming the judgment of the Court of Exchequer), that the directors who signed it were not personally liable upon the note.Dubitantibus Crompton, J., and Willes, J.

(a) In Michaelmas Vacation,

Cresswell, J., Williams, J., Crompton, Nov. 25. Before Coleridge, J., J., Crowder, J., and Willes, J.

VOL. III.

-N. S.

N

EXCH.

1858.

LINDUS

v.

MELROSE.

EXCHEQUER REPORTS.

to suppose that parties supplying goods to a Company with limited liability, would prefer the individual responsibility of the directors. The directors on the other hand might reasonably undertake such a responsibility jointly. The note is countersigned by the secretary because it would go through the Company's books, and as between the directors and the Company would have to be provided for by the Company. If the defendants did not intend to make themselves liable, they should have said "the Company promise to pay." [Crompton, J.-If the directors intended to sign on account of the Company, the words "on account of The London and Birmingham Hardware Company, Limited," would form part of the signature.] The word "jointly" is not applicable to the case where directors sign on behalf of an incorporated Company. It would be otherwise if this was a note made by the directors of an unincorporated body. Therefore, reading this note in its natural sense, it is the joint note of the parties signing it, and there is no reason why a presumption should be made against the liability of persons signing a promissory note of this kind. The note is not made in accordance with the 19 & 20 Vict. c. 47, s. 43.-(In addition to the cases cited in the Court below, he referred to Halford v. Cameron's Coalbrook Steam Company (a), Edwards v. Cameron's Coalbrook Steam Company (b).)

Bovill (with whom was J. Brown), for the appellants.— It is clear that it was not the intention of the defendants to make themselves personally liable upon this note. For the purpose of the present question it is not enough to shew that the note is not made in accordance with the 19 & 20

Vict. c. 47, s. 43. Possibly the note is invalid. The note shews an intention that all the shareholders should be bound: Maclae v. Sutherland (a), The Bank of Australasia v. Breillat (b). [Willes, J.-In those cases the Company was not incorporated. Crompton, J.-In Leadbitter v. Farrow (c), Lord-Ellenborough says:-Is it not an universal rule that a man who puts his name to a bill of exchange thereby makes himself personally liable, unless he states upon the face of the bill that he subscribes it for another, or by procuration of another, which are words of exclusion? Unless he says plainly I am the mere scribe,' he becomes liable." Here, if the words "on behalf of," &c., could be read as part of the signature, the case would be clear.]

Manisty, in reply.-This is a case for the application of the rule, that the language used by a person shall always be taken most strongly as against himself.

Cur. adv. vult.

The judgment of the Court was now delivered by

COLERIDGE, J.—This was an appeal from the decision of the Court of Exchequer, by which a rule was made absolute for entering a verdict for the defendants. The action was against the defendants as the makers of a promissory note for 6002, and two of the defendants, Melrose and Harris, pleaded that "it was not their note as alleged." The third, Wood, had suffered judgment by default. The question for determination is, whether the note made the (b) 6 Moo. P. C. 152.

(a) 3 E. & B. 1.

(c) 5 M. & Sel. 345.

1858.

LINDUS

v.

MELROSE.

1858.

defendants personally liable, or only bound the Joint Stock Company of which they were directors.

LINDUS

0.

The note was in the following form:

MELROSE.

"Three months after date we jointly promise to pay Mr. Frederick Shaw or order six hundred pounds for value received in stock on account of the London and Birmingham Iron and Hardware Company, Limited.

The Company had been established under the 19 & 20 Vict. c. 47, and by the 43rd section of that Act it is provided, "that a promissory note or bill of exchange shall be deemed to have been made, accepted or indorsed on behalf of any company registered under this Act, if made, accepted or indorsed in the name of the company, by any person acting under the express or implied authority of the company."

The note in question certainly does not satisfy the requisitions of this section; but it does not therefore follow conclusively that the directors are personally liable; for the case was properly argued and must be decided on what appears to be the expressed intention of the makers of the instrument. Does the language used import that they take upon themselves personally the liability to pay the note?

Now, strictly confining ourselves to what is apparent

on the face of the note or to be reasonably collected from it, we think the intention is clear. If the words "for value received in stock" be read as in a parenthesis which was suggested in the Court below as the proper mode, there is then a promise to pay expressly on account of the Company, and this promise is made by the directors, describing themselves as directors, and the promise is countersigned by Edwin Guess, describing himself as secretary. Any one reading such a note and bringing to it the ordinary knowledge which must be presupposed, would assuredly conclude that the note was made by the defendants as officers, and not as individuals, they promise on account of the Company-they sign as directors—and their signature is countersigned by a secretary.

But if the words "for value received in stock" be read, not as in a parenthesis, but as immediately connected with the words that follow them, still the meaning does not appear to us altered; and though it may not be so clear as before, yet a new argument then arises pointing to the same conclusion; for then the whole consideration is more distinctly shewn to have been received by the Company. A promise to pay by officers of the Company on its account would be reasonable. But why should individuals signing as officers be supposed to make themselves personally liable without any apparent consideration?

There is, however, a word in the note, to which importance is attached as favouring another conclusion, viz., the word "jointly;" and if, as in one or two of the cases cited on the argument, the expression had been "jointly and severally," it would have been difficult to resist the conclusion that the promise was a personal one, for in what other character would the directors promise "severally." But the inference is by no means so strong from the ex

1858.

LINDUS

v.

MELROSE.