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.
ACCEPTANCE — Bill of exchange-Company- Authority of directors
296 ACCEPTANCE OF SHARES-continued. 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 CASE
See NEGOTIABLE SECURITIES. 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 rot 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
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. 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- 3 R
ACCEPTANCE OF SHARES-continued.
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 ACCOUNTS-Mortgagee and mortgagor-Costs See JUST ALLOWANCES. Partnership-Exceptions to answer 336 See PARTNERSHIP ACCOUNTS. Solicitor-Duty to keep
See SOLICITOR'S ACCOUNTS. ACKNOWLEDGMENT BY MARRIED WOMAN— Effect of delay in 35
See FRAUD OF MARRIED WOMAN. ACT OF BANKRUPTCY - Unstamped and un- registered creditors' deed 47
See UNSTAMPED CREDITORS' Deed.
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
See AFFIDAVIT OF NO COLLUSION.
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 . PILLEY-
ALLOTMENT OF SHARES-Company-Contri- butory-Conditional Allotment-Repudiation-P. applied for ten shares in a company, the pro-- 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. In re WARREN'S BLACKING COMPANY. PENTE- LOW'S CASE 178 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." On 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 548 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)
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
See PAYMENT OF MORTGAGE Debt. Parol appointment of
AGENT APPOINTED BY PAROL-Specific Per- formance Vendor and Purchaser Statute of Frauds, 8. 8-Contract-Demurrer-Pleading-
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.
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
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.
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.
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
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
APPOINTMENT-Execution of, by gift of lega-
APPOINTMENT BY GIFT OF LEGACIES-contd. Order of Stuart, V.C., affirmed. In re WIL- -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' account
See BANKERS' ACCOUNT. ARBITRATION-Enlargement of time for award -Lands Clauses Act 554
See ENLARGEMENT OF TIME FOR AWARD. ASSENT OF CREDITORS Bankruptcy Act, 1861, 8. 192-Companies Act, 1862, s. 75-Deed of Arrangement by Contributory - Amount of Debt - Future Calls - A contributory of a com- pany in course of winding up executed a deed of arrangement with his creditors, and entered the company as creditors only for a call of £5 per share which had been made. He was liable to be called on for £35 per share more, and calls to that amount were afterwards made. If the company had been entered as creditors for this whole amount, the dissenting creditors would have been the majority in value. The debtor subsequently alleged a set-off against the calls, which he had not stated on the application for registration-Held, that the company ought to have been entered as creditors for the estimated amount of the future calls, as well as the call already made, being the amount proveable in bankruptcy according to the Companies Act, 1862, s. 75; that the deed, therefore, was not assented to by the majority required by the Bankruptcy Act, 1861, s. 192; and was not binding on a dis- sentient creditor. Ex parte PICKERING. In re PICKERING
2. Bankruptcy Act, 1861, s. 192- Bona 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 CREDITOR HOLDING SECURITY. 3. BANKERS' ACCOUNT-Following Trust Fund- Appropriation of Payments Solicitor.] A soli- citor being entrusted with £5000 belonging to the Plaintiff, his client, for the purpose of investing it on mortgage, paid it to his general account at his bankers, and never applied it to the purpose intended. Before his death, which happened about eighteen months afterwards, the solicitor drew out various sums exceeding the sum of £5000, together with the balance previously standing to his credit, and also paid in consider- able sums, so that the balance at the time of his death standing to his credit was £2700. The Plaintiff filed a bill against his administrator claiming the balance at the bankers as trust money, and moved for an injunction to restrain the administrator and the bankers from dealing with the fund-Held (reversing the decision of James, V.C), that the sums drawn out by the solicitor must be appropriated to the sums paid to his credit in the order in which they had been paid in, and the injunction was refused.-Pennell v. Deffell (4 D. M. & G. 372) considered. BROWN v. ADAMS 764
BANKERS' BOOKS-Production in winding-up See PRODUCTION OF DOCUMENTS. BANKRUPT - Shareholder winding-up
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
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