L. J. G.

1869

In re HORSLEY

AND

KNIGHTON'S
PATENT.

Act there are negative words which do not exist here; but this is an entirely new jurisdiction created by the statute. I must, therefore, refuse to hear the appeal.

Solicitors: Mr. F. C. Greenfield; Mr. F. T. Dubois, agent for Mr. Samuel Leech, Derby.

END OF VOL. IV.

INDEX.

ACCELERATION OF REMAINDER

See FORFEITURE CLAUSE.

296 ACCEPTANCE OF SHARES-continued.

ACCEPTANCE-Bill of exchange-Company-
Authority of directors

See NEGOTIABLE SECURITIES.

460

ACCEPTANCE OF SHARES-Company-Qualified
Acceptance Condition that Shareholder should
have Building Contract Attending Meetings.
Waiver.] S., a builder, wrote a letter to the direc-
tors of a hotel company, stating that in considera-
tion of the contract for making the alterations at
the hotel being secured to him, he agreed to sub-
scribe for 300 shares, and pay the deposit, as soon
as he was satisfied that 1500 shares, including his,
had been subscribed for, and that the directors
had passed a resolution that he should have the
contract for the alterations. The calls on the
shares were to be set off against the amount due
on the contract. The directors accepted the appli-
cation on the terms of his letter, and passed a
resolution to the effect required. They then sent
an unconditional notice of allotment of 300 shares
to S., and entered his name for that amount on
the register. S. did not return the notice of allot-
ment; but having ascertained that the resolution
had been passed and 1500 shares taken up, sent
in a formal application and paid the deposit. No
further allotment was made to S.: the certificates
were not delivered to him, nor was he called upon
to pay any calls. He afterwards attended two
meetings of shareholders for the purpose of seeing
that the contract was secured to him. No con-
tract for alterations was ever prepared, and shortly
afterwards the company was wound up volun-
tarily:- Held (affirming the decision of the Master
of the Rolls), First: that the contract to take the
shares was conditional on S. having the contract
to make the alterations :-Secondly: that the
condition was not performed by the mere passing
of the resolution that S. should have the contract:
-Thirdly that S. had not waived the condition
by not returning the notice of allotment, or by
attending the meetings of shareholders.-S. was,
therefore, held not to be a contributory of the
company. In re ALDBOROUGH HOTEL COMPANY.
SIMPSON'S CASE

tor of company B., who assured him that he would
be indemnified by company B. from all liability.
C. handed the application to J. P., who sent it in
and paid the deposit. The shares were allotted to
C., and his name was placed on the register, but
the notice of allotment was not sent to him, but to
the office of company B. The allotment money,
which, with the deposit, amounted to £3 per
share, was paid by company B. In July, 1866,
C. executed a blank transfer of the shares which
had been allotted to him, at the request of J. P.,
in order to enable company B. to deal with them.
In the transfer the shares were described as fully
paid up, but in reality no more than the allotment
money had been paid. Company A. was after-
wards wound up :-Held (affirming the decision
of Malins, V.C.), that although C. might have
repudiated the shares in July, 1866, on the ground
of his having received no notice of the allotment,
yet by executing the transfer he had accepted
the shares, and he was placed on the list of con-
tributories for the number of shares allotted to
him, with £3 only paid up.-R. applied for shares
in company A. at the instigation of the managing
director of company B., who gave him a letter on
behalf of company B., indemnifying him against
all responsibility. R. sent in the application
himself from his own address, and paid the de-
posit by a cheque on his own banker, although
the money was supplied by company B. The
shares were allotted to R., and his name was
placed on the register; no notice of allotment was
sent to him, but the notice was sent to the office
of the company B. Company A. was afterwards
wound up :-Held (reversing the decision of
Malins, V.C.), that there was no contract to take
the shares, and R.'s name was removed from the
list of contributories.-Where, on an appeal, the
official liquidator supports unsuccessfully the de-
cision of the Court below, his costs of the appeal
will be allowed out of the estate-where he ap-
peals and is unsuccessful it will be left to the
Court below to determine whether they shall
come out of the estate. In re PERUVIAN RAIL-
WAYS COMPANY. CRAWLEY'S CASE. ROBINSON'S
184 CASE
322
| 3. Notice of Allotment.] W. applied for
shares in company A. at the instigation of J. P.,
the brother of E. P., the managing director of
company B. The shares were allotted to W., but
no notice was sent to him or to J. P., but the let-

2. Notice of Allotment not sent-Accept
ance by executing Transfer-Fully paid-up Shares
-Costs of Official Liquidator.] C. applied, in
May, 1865, for shares in company A., at the insti-
gation of J. P., the brother of the managing direc-
VOL. IV.-CH.

3

R

-

-

1

ACCOUNT OF PATENT-Agent-Equity.] A pa-
tentee agreed with a machine maker, that the
machine maker should make machines according
to the patent and sell them, taking a certain sum
upon each machine for himself, and paying to the
patentee as a royalty the amount charged for the
machines above that sum:-Held, that the paten-
tee could not maintain a suit in equity for an
account against the machine maker as agent.-In
one case the machine maker received a sum of
money for the patentee:-Held, that this was not
sufficient to support the suit, and that the paten-
tee's remedy was at law.-Decree of Giffard, V.C.,
affirmed. MOXON v. BRIGHT
292
ACCOUNTS-Mortgagee and mortgagor-Costs
See JUST ALLOWANCES.
Partnership-Exceptions to answer

See PARTNERSHIP ACCOUNTS.

Solicitor-Duty to keep

See SOLICITOR'S ACCOUNTS.

[304
336

ACKNOWLEDGMENT BY MARRIED WOMAN-

Effect of delay in

ACT OF BANKRUPTCY -

35

See FRAUD OF MARRIED WOMAN. 1.
Unstamped and un-
registered creditors' deed
See UNSTAMPED CREDITORS' Deed.

-

47

AGENT APPOINTED BY PAROL-continued.
Sufficiency of Allegation of Contract.] A contract
for the purchase of land made by an agent will
be enforced, although the agent be appointed
merely by parol.-In a bill filed by a purchaser
for specific performance of a contract for sale, it
was alleged that the contract was made by one of
the Defendants as agent for the Plaintiff, but
that the agent claimed the benefit of the contract
for himself. It appeared by the statements in the
bill, that the agent was appointed merely by
parol.-Demurrers by the two Defendants, the
agent and the vendor, were overruled.—The deci-
sion of Malins, V.C., affirmed.-Bartlett v. Pick-
ersgill (4 East, 577, n.) commented on. - An
allegation in a bill by a purchaser for specific per-
formance that he was informed by his agent that
statements referring to the agreement as actually
a written agreement was executed, followed by
made:-Held, on demurrer, a sufficient allegation
of the execution of a written contract. HEARD .

-

548

296

ALIENATION-Forfeiture by marriage
See FORFEITURE CLAUSE.
ALLOTMENT OF SHARES-Company-Contri-
butory-Conditional Allotment-Repudiation-P'.'
applied for ten shares in a company, the pro-
43 spectus of which stated that £1 was to be paid on
each share on application and £2 more on allot-
ment. The directors accepted the application on
the 1st of August, and on the 4th they wrote to
P., stating that they allotted the shares on pay-
ment of the balance of the allotment money on or
before the 11th instant. Before that day had
arrived P. discovered that there were misrepre
directors repudiating the shares and claiming a
sentations in the prospectus, and wrote to the
return of the deposit. P.'s name was entered on
the register as on the 1st of August, but it was
doubtful at what time the entry was really made.
The company was soon afterwards wound up :-
Held (affirming the decision of Malins, V.C.), that
the contract to take the shares was in fieri until
the 11th of August, and that P. had a right to
repudiate them up to that date. His name, there-
fore, was removed from the list of contributories.

ADMINISTRATION-Costs of suit which is stayed
See COSTS OF SUIT WHICH IS STAYED. [412
AFFIDAVIT-Amount of debts-Bankruptcy-
Jurisdiction of County Court
See COUNTY COURT JURISDICTION.
Interpleader suit-No collusion

-

648

347

See AFFIDAVIT OF NO COLLUSION.
AFFIDAVIT OF NO COLLUSION-Interpleader
Suit-Practice-Payment into Court-Undertak-
ing as to Damages.] The Plaintiff's affidavit of
no collusion in an interpleader suit cannot be re-
butted before the hearing by a counter affidavit;
and the Plaintiff is entitled, notwithstanding such
counter affidavit, to an order for payment of the
money into Court, and for an injunction. The
Plaintiff's right to this protection is not lost by
his filing additional affidavits to verify the state-
ments in the bill; but in a case where a charge of
collusion was made the Court put the Plaintiff
under an undertaking as to damages.-The order
of Malins, V.C., reversed. MANBY V. ROBINSON
[347
AGENT-Mortgage-Payment to person not au-
thorized
288

Contributory-Conditional Allotment
Time allowed for Payment-Introduction of
new Term.] P. applied for shares according to a
form of application which bound him to pay, in
addition to the £1 per share which he had paid
on application, £4 per share "on allotment." On
the 6th of September he received a letter
stating that the Directors had allotted him
eighty shares, "on which £5 per share must
be paid on or before the 15th instant."
the 10th of September, before anything further
had been done, P. wrote to the company refusing
to accept the shares:-Held (affirming the deci-
sion of Malins, V.C.), that the application and the
letter constituted a complete contract, and that
the repudiation of the 10th of September was in-
effectual. Pentelor's Case (Law Rep. 4 Ch. 178)
distinguished. In re
ABERAMAN IRONWORKS.

-

-

Per-
Statute of

PEEK'S CASE

Notice of -

Frauds, s. 8-Contract-Demurrer-Pleading-

-

-

On

532

322, 325, n.
See ACCEPTANCE OF SHARES. 2, 3.

INDEX.

AMALGAMATION OF COMPANIES-Ultrà Vires
-Liabilities- Dissentient Shareholder - Suit on
behalf of others-Delay.] A company agreed to
amalgamate with or purchase the good-will and
property of another company in consideration
of 25,000 shares in the purchasing company
to be allotted amongst the shareholders of the
selling company; the assets of the selling com-
pany were to be applied in payment of its lia-
bilities, and then in payment of £6 a share on
each of the 25,000 shares; and if the assets were
insufficient, a call was to be made on the share-
holders in the selling company :-Held, that such
an arrangement, by which liabilities were imposed
on the shareholders, was void as ultrà vires, and
could not be supported under s. 161 of the Com-
panies Act, 1862-Semble, that such an arrange-
ment would be void, even if only the shareholders
who assented to it were to be bound by it. Such
an arrangement will be set aside in a suit by a
dissentient shareholder of the selling company
on behalf of himself and all the other share-
holders, although a large number of the share-
holders had assented to it, and the arrangement
had actually been carried into effect. The ar-
rangement was made at the end of May; a dis-
sentient shareholder signified his dissent early in
June, and continued to do so until November,
when he filed a bill to have the arrangement set
aside:-Held, that his suit was not barred by his
delay. Decree of Wood, V.C., affirmed with a
variation. CLINCH v. FINANCIAL CORPORATION 117
2.

in the circular.

789

AMALGAMATION OF COMPANIES continued.
In re LONDON AND COUNTY GENERAL AGENCY
ASSOCIATION. HARE'S CASE
503

Director.] By the articles of association of a
3. Contributory Void Amalgamation
company the directors were to be elected by the
shareholders, and power was given to purchase
also given by any extraordinary meeting of the
the business of any other company. Power was
company to amalgamate with any other company.
this company with another company on the terms
An agreement was made for the amalgamation of
that the second-named company should sell their
assets to the first-named company; that the direc-
tors of the amalgamated board should consist of
the present five directors of the purchasing com-
pany, and of seven of the directors of the selling
company. This agreement was acted upon, but
was never confirmed by an extraordinary meeting
decision of James, V.C.), that this agreement was
of the purchasing company :-Held (affirming the
void, and that two of the directors of the selling
company, who had been allotted shares in the
purchasing company in exchange for shares in
the amalgamated company, were not liable to be
the selling company and had acted as directors of
put on the list of contributories to the purchasing
company. In re LONDON AND NORTHERN INSU-
RANCE CORPORATION. STACE AND WORTH'S CASE 682
APPEAL-Administration suit-Creditor who has
not appealed
737
See MERCANTILE LAW AMENDMENT ACT.
Certificate of one counsel

-

561

See CERTIFICATE OF ONE COUNSEL.
Costs, appeal for-Costs of trustees
See APPEAL FOR COSTS.
Costs, appeal for-Motion to commit
See APPEAL FOR COSTS.

697

2.

264

1.

-

748

616

Order of

784
OF

Costs-Representative case
See LLOYD'S BONDS.

Order in Chambers

See TAXATION OF COSTS. 2.
Patent Law Amendment Act
Master of the Rolls
See REGISTER OF
PATENTS.

PROPRIETORS

Contributory-Void Amalgamation ·-
Repudiation of Shares-Suit to set aside Amalga-
mation.] An agreement was entered into between
company A. and company C. for amalgamation,
on the terms that company A. should purchase
the assets of company C., and give the share-
holders of company C. equivalent shares in com-
pany A., and that company C. should be wound
up voluntarily. On the footing of this amalga-
mation, H., who was a shareholder in company
C., applied for shares in company A., which were
allotted to him, and his name was placed on the
register accordingly. Shortly afterwards, H., and
several other shareholders repudiated their shares
in company A., on the ground that company C.
had no power to amalgamate with another com-
pany, and that there had been misrepresentations
acted by the same solicitor, and one of them, F.,
The repudiating shareholders
shortly afterwards filed a bill to set aside that
amalgamation, and presented a Petition to wind
up company C. A compromise was subsequently
made of the suit on the terms that the amalga-
mation should be rescinded and the names of the
repudiating shareholders should be removed from
the register of company A. This was agreed to by
both companies and sanctioned by the Judge, but
the name of H. still remained on the register of
company A., and that company was also soon
afterwards wound up. The agreement for com-
promise was signed by the solicitor acting for the
repudiating shareholders, who was also the soli-
See APPOINTMENT BY GIFT OF LEGACIES.
citor in F.'s suit, but there was no proof that H. APPOINTMENT BY GIFT OF LEGACIES—Will
had ever authorized him to agree to the compro-General Power-Legacies-1 Vict. c. 26, s. 27.]
mise on his behalf, or to do any act in the matter, Where a testatrix has a general power of ap-
except to write a letter repudiating the shares.-pointment over sums of money, a bequest by her
Held (affirming the decision of Stuart, V.C.), that of pecuniary legacies held to operate as an exe-
H. was liable as a contributory of company A. cution of the power under 1 Vict. c. 26, s. 27..

motion to commit a Defendant for breach of an
APPEAL FOR COSTS-Motion to commit.] A
the Defendant appealed :-Held, that there is no
injunction having been refused without costs,
rule that a motion to commit, if refused, must be
in such a case will not be entertained. HOPE v.
refused with costs; and that an appeal as to costs
CARNEGIE

2.

264

An

Practice Costs of Trustees.]
order that trustees shall pay the costs of a suit
personally forms no exception to the general rule
that no appeal will be allowed for costs. TAYLOR

v. DOWLEN

697

APPOINTMENT-Execution of, by gift of lega-

3 R 2

cies

APPOINTMENT BY GIFT OF LEGACIES-contd.
Order of Stuart, V.C., affirmed. In re WIL-

KINSON -

-

587
APPORTIONMENT-TENANT FOR LIFE AND
REMAINDERMAN-Lease pur autre Vie-11
Geo. 2, c. 19, 8. 15-4 & 5 Will. 4, c. 22.] An
equitable tenant for life under a settlement of
freehold leases for lives, obtained a renewed grant
for lives to himself. At his death the property
was in the occupation of yearly tenants, under
parol demises by him:-Held (reversing the de-
cision of Stuart, V.C.), that the rents were not
apportionable either under statute 11 Geo. 2, c. 19,
or 4 & 5 Will. 4, c. 22. MILLS v. TRUMPER 320
APPROPRIATION OF PAYMENTS

Bankers'

764

ARBITRATION-Enlargement of time for award
-Lands Clauses Act
554

BANKERS-Guarantee for overdrawn account-
Creditors' deed

398

See CREDITOR HOLDING SECURITY. 3.
See ENLARGEMENT OF TIME FOR AWARD. BANKERS' ACCOUNT-Following Trust Fund-
ASSENT OF CREDITORS Bankruptcy Act, 1861, Appropriation of Payments-Solicitor.] A soli-
8. 192-Companies Act, 1862, 8. 75-Deed of citor being entrusted with £5000 belonging to the
Arrangement by Contributory, Amount of Debt Plaintiff, his client, for the purpose of investing
Future Calls A contributory of a com-it on mortgage, paid it to his general account at
pany in course of winding up executed a deed his bankers, and never applied it to the purpose
of arrangement with his creditors, and entered intended. Before his death, which happened
the company as creditors only for a call of about eighteen months afterwards, the solicitor
£5 per share which had been made. He was drew out various sums exceeding the sum of
liable to be called on for £35 per share more, £5000, together with the balance previously
and calls to that amount were afterwards made. standing to his credit, and also paid in consider-
If the company had been entered as creditors for able sums, so that the balance at the time of his
this whole amount, the dissenting creditors would death standing to his credit was £2700. The
have been the majority in value. The debtor Plaintiff filed a bill against his administrator
subsequently alleged a set-off against the calls, claiming the balance at the bankers as trust
which he had not stated on the application for money, and moved for an injunction to restrain
registration-Held, that the company ought to the administrator and the bankers from dealing
have been entered as creditors for the estimated with the fund-Held (reversing the decision of
amount of the future calls, as well as the call James, V.C), that the sums drawn out by the
already made, being the amount proveable in solicitor must be appropriated to the sums paid to
bankruptcy according to the Companies Act, 1862, his credit in the order in which they had been
s. 75; that the deed, therefore, was not assented paid in, and the injunction was refused.-Pennell
to by the majority required by the Bankruptcy v. Deffell (4 D. M. & G. 372) considered. BROWN
Act, 1861, s. 192; and was not binding on a dis- v. ADAMS
sentient creditor. Ex parte PICKERING.
PICKERING

-

-

-

-

In

re

58

Bona

2. Bankruptcy Act, 1861, s. 192 -
fides.] An officer in the army, who was under an
engagement with a judgment creditor to pay the
debt out of the moneys to arise from the sale or ex-
change of his commission, retired on half-pay, and,
on being arrested by the judgment creditor,
executed an arrangement deed, assented to by the
requisite majority of his creditors, by which he
bound himself to pay them a composition of 10s.
in the pound. At this time he had money in
hand a little more than sufficient to pay the com-
position on his debts, which debts amounted to
about £3000, and his half-pay was, at least, £150 a
year. No meeting of creditors was held, nor was
it shewn that the assenting creditors had investi-
gated the debtor's affairs :-Held, that it was to
be inferred that the assenting creditors had not
exercised a discretion, with a view to their own
pecuniary interests, as to whether the composition
was fair, but had acted from some motive leading
them to favour the debtor, and that the deed was
invalid as against a dissenting creditor. Ex parte
DEACON. In re DEACON
87

See BANKRUPT SHAREHOLDER.
BANKRUPT SHAREHOLDER Company-Con-
tributory-Discharge before Winding-up-Liabi
lity for future Calls Bankruptcy Act, 1861,
8. 154-Companies Act, 1862, ss. 75, 77.] A share-
holder in a company became bankrupt, and
obtained his discharge. Afterwards the company
was wound up voluntarily. The assignees repu-
diated the shares and they remained in the name
of the bankrupt. At the time of the bankruptcy
no calls were due, and no future calls were proved
in the bankruptcy, nor was there anything to
shew that they were capable of valuation at the
date of the bankruptcy:-Held (affirming the
decree of the Master of the Rolls), that the bank-
rupt remained liable to the future calls and must
be put on the list of contributories.-Martin's
Patent Anchor Company v. Morton (Law Rep. 3
Q. B. 306) commented on. In re GENERAL ESTATES
COMPANY. HASTIE'S CASE

-

274