Walthamstow, Wanstead, and *Woodford, and the precincts,

*181] places, and roads therein and thereabouts; and that the plaintiff

had already laid down in Walthamstow a considerable length of main and pipe for the supply of gas to that place, and that Thomas Edge had also laid down in Leyton a considerable length of main and pipes for the supply of gas to that place, which latter mains and pipes the plaintiff had then become possessed of by virtue of an arrangement made by and between him and the said Thomas Edge, and that it had been considered desirable for the benefit of the said South Essex Gas-Light and Coke Company that they should be in the sole and uninterrupted possession of the whole of the aforesaid district for the purposes of lighting the same with gas, and also that the same district should extend to and be limited by the boundaries of the several parishes or places of Leyton, Leytonstone, Walthamstow, Wanstead, and Woodford only, and that mains and pipes should be laid over the whole of the said district, and, as the same might be considered desirable and advisable, to carry and lay down mains and pipes into and over a considerable portion of the said district, and also to build, erect, and lay down buildings, erections, machinery, and a plant for the manufacture and supply of gas and the products to arise therefrom, as more fully mentioned and set forth in the specification to the reciting agreement annexed, which the directors of the said company had agreed with the plaintiff (leave and license being in the first place procured and obtained by the said directors at their expense from all necessary parties to enable the plaintiff to do the same), to erect and build, lay down, construct, carry out, and complete the said several buildings, erections, and plant, and the said several mains, pipes, and machinery mentioned and set forth in the said specification, at or for the sum of *95007.; and that the said *182] company had, by an indenture of lease bearing date as therein mentioned, become possessed of a piece of land situate near to Lea Bridge, in the aforesaid district, the plaintiff, for himself, his executors, administrators, and assigns, did, by the said articles of agreement, contract, promise, and agree to and with the defendants, in consideration of the said sum of 9500l. to be paid to him the plaintiff by the said directors as thereinafter mentioned, that he the plaintiff should and would, with all due speed and expedition, and in a good and workmanlike manner, erect and build on the aforesaid piece of land, the said land being provided by and at the expense of the said company, all the several buildings, erections, and works, and construct and lay in and on the said land, buildings, erections, and works, the several apparatus and machinery, mains, pipes, and connections more particularly mentioned and set forth in Nos. 1 and 2 of the specification to the said articles of agreement annexed; and also should and would (the aforesaid permission being obtained from the necessary parties by and at the expense of the said company) excavate, lay down, construct, and make good and perfect all the several roads, ways, matters, works, mains, pipes, connections, and things which were more particularly mentioned and set forth in No. 3 of the specification to the said articles of agreement annexed, and the table and the rate of prices for measurement of the mains and pipes therein contained, at and for the price or sum of 9500l. and it was by the said articles of agreement also agreed by and between the said parties, that, if the plaintiff should

[*183

by the direction of the said directors lay down a greater length or larger size of main than was mentioned in the said specification, the said extension in length or size should be paid for by the defendants to *the plaintiff in addition to the said sum of 95001., by measurement, according to the table to the said specification thereto annexed for variations, extensions, or alterations; and, if the plaintiff should, by the direction of the said directors, lay down a smaller length or less size of main than was mentioned in the said specification, the said diminution in length or size should be allowed for to the defendants by the plaintiff according to the table before mentioned: Provided always, that any extensions to or diminutions in any of the said mains and pipes should be subject to a corresponding increase or decrease to or from the prices in the said table stated, according to whether the price of iron was higher or lower than at the time of making that agreement: And it was by the said articles of agreement further agreed by and between the said parties, that, as the plaintiff had already done and performed at Walthamstow a large quantity of the work mentioned in the said specification, and a large quantity had also been done in the parish of Leyton by the said Thomas Edge, which the plaintiff had purchased from the said Thomas Edge, that the same should be and was thereby approved and sanctioned, and that the sum of 20007. should be paid to the plaintiff by the defendant on account thereof on the 10th. of August then next, or as soon after that day as the defendants should be in possession of a sufficient sum to enable them to do so; and should afterwards pay to the plaintiff, as the said works proceeded, such sum monthly on the first of every month as should be equal to or about threefourths of the amount at that time due or owing to him under that contract, it being understood, that, if such sums should not be paid within ten days after the first of every month, then that the plaintiff should have the right of taking paid up shares for such amount then overdue; and, on the completion of the same, should forthwith pay to the

plaintiff such sum as should be then due and owing to him, and [*184 it being also understood that the plaintiff should give the said directors ten days' notice of the amount he required at each and every monthly or other payment: And it was by the said articles of agreement further agreed by and between the said parties, that the plaintiff should and would with all due and convenient speed and expedition (the aforesaid directors performing their part of this agreement) proceed with, and make, do, and complete, in a good and workmanlike manner, all and every of the works, matters, and things therein or in the said specification thereto annexed contained, and connect and perfect the same in such manner that the same or at least 200 burners should be complete for lighting with gas on or before the 1st of January then next; and, on such works being completed as aforesaid (or within such further time as the said directors should allow for completing the same, not exceeding six months from the said 1st of January), they should give to the plaintiff a certificate of such completion under the seal of the said company, and the same should be evidence of the completion of this contract in any court of law or equity: And by the said articles of agreement it was further provided, that all persons dealing with the said company, or supplying them with any goods or materials, or performing any work or labour, whether under contract or otherwise, were to take notice that all

contracts or other instruments required in any transactions with or on behalf of the company were to be given under the hands of not less than three of the said directors, and be sealed with the common seal of the company; and that there should be contained therein or endorsed thereon, and in every other contract to be entered into on behalf of the said company in or about the premises, *a reference to the deed *185] of settlement of the said company, which was completely registered on the 27th of May, 1853, a proviso limiting the scope and effect of the contract thereby created, so that the same should take effect and be satisfied only out of such funds and property of the company as under the provisions of the said deed of settlement should at the time when such liability should accrue be at the disposal of the directors in that behalf, and negativing an unconditional liability, and thereupon that the contract created or made by the said articles of agreement was specially to be subject to the aforesaid condition: Averment, that, before suit, all things had happened necessary to entitle the plaintiff to payment of the aforesaid sums of 95001. and 2500l.: Breach, that no part thereof had been paid: And the plaintiff further said, that, after the making of the said articles of agreement, and before suit, the plaintiff, by the direction of the said directors, laid down a greater length and larger size of main than was mentioned in the said specification, whereby he became entitled to payment before suit of a further large sum of money, to wit, 20007., yet that no part thereof had been paid: And, although the defendants, after the making of the said articles of agreement, to wit, by the said directors, gave directions to and retained and employed the plaintiff to lay down divers other mains in and upon divers roads within the aforesaid places, and the plaintiff accepted such retainer and employment, and was always ready and willing to lay down such mains; yet the defendants did not nor would at any time, as they ought to and could have done, according to the said contract, obtain any permission, leave, or license from the necessary parties for the plaintiff to lay down such other mains, whereby the plaintiff was prevented from laying down such mains, *186] and from carning a large sum of money for so doing, and was compelled to sell at a great loss divers large quantities of mains which he had necessarily purchased in order to carry out the said directions of the said directors.

The second count stated, that theretofore, to wit, on the 2d of August, 1853, it was agreed by and between the plaintiff and the defendants, that, in consideration that the plaintiff would, at the request of the defendants, supply at his own expense engineering superintendence and his own time and services for that purpose, as well as maps and plans necessary for carrying out the work, the defendants should and would pay to the plaintiff 37. 108. per cent. on all outlay and contracts for and on behalf of the said company in which he the plaintiff should be concerned either as engineer or contractor of the company; and, although, after the making of the said agreement, and before suit, the plaintiff under and by virtue of the said agreement was concerned as engineer and contractor of the defendants in divers outlays and contracts for and on behalf of the said company, and the plaintiff in all respects performed his part of the said agreement, whereby there had before suit become due and payable from the defendants to the plaintiff for and in respect

of the sum of 37. 108. per cent. so agreed to be paid as aforesaid a large sum of money, to wit, 1000l., yet no part thereof had been paid.

The third count stated, that theretofore, to wit, on the 16th of December, 1853, by deed sealed with the common seal of the defendants, and purporting to be made by virtue of a power contained in the deed of settlement of the said company bearing date the 11th of May, 1853, and under the authority of a resolution passed at two general meetings of the shareholders of the said company held on the 29th of November, 1853, *and 13th of December, 1853,-it was witnessed, that, in consideration of the sum of 3001. of lawful British money paid [*187 by the plaintiff to the said company, the property, effects, and profits of the said company were thereby charged with and made liable to pay unto the plaintiff the said sum of 3007., together with interest for the same at and after the rate of 51. for every 1001. for a year, payable by the coupons thereunto annexed; and it was thereby also agreed that the said principal sum of 3001. should be repaid by the defendants to the plaintiff on the 16th of December which would be in the year 1858, out of the corporate assets of the said company, which should be alone charged and chargeable with the said sum of 3001. and interest, the said interest to be payable to the plaintiff or bearer as aforesaid, in the manner and at the time and place in the said coupons mentioned, that is to say, half-yearly, on the 16th of June and the 16th of December, upon presentation at each of the said half-yearly periods of one of the said coupons at Messrs. Masterman & Co.'s, London, bankers to the defendants; and that, although all things existed and had before suit happened necessary to entitle the plaintiff to payment of the said sum of 3001. and interest as aforesaid, yet no part thereof had been paid.

The fourth, fifth, sixth, seventh, and eighth counts were founded on other debentures, and were similar to the third count; and the ninth was a common count for goods bargained and sold, goods sold and delivered, money lent, money paid, work and materials, interest, and money due upon accounts stated.

The defendants, amongst other pleas, pleaded,-seventhly, as to the first count, for defence on equitable grounds, that, before and at the time of making the said articles of agreement, the said company was a joint stock company which had obtained a certificate of com[*188 plete registration and was completely registered under and in pursuance of the 7 & 8 Vict. c. 110; that the said articles of agreement were made and entered into before the passing of "The Joint Stock Companies Act, 1856" (19 & 20 Vict. c. 47), and whilst the said firstmentioned act remained in full force, to wit, on the said 28th of July, 1853; that the plaintiff, before and at the time of the making and entering into of the said articles of agreement and the contract therein contained, was a director of the said company within the meaning of such first-mentioned act; that the plaintiff, whilst and during the time he was such director, and before and at and during and after the respective times of making and entering into of the said articles of agreement and contract, and the carrying the same into effect, was concerned and interested in the said contract, and whilst the plaintiff was and remained such director, and so concerned and interested as aforesaid, he the plaintiff voted and acted as a director on the subject of the said contract, that is to say, in and upon and with respect to the making of

the said contract and the approving the terms thereof on behalf of the said company, and otherwise on the subject of the same, contrary to the said first-mentioned act.

Eighthly, as to the first count, and for defence on equitable grounds, that the said company were induced to and did make and enter into the said articles of agreement on the terms and conditions that the plaintiff should and would guaranty and secure to the satisfaction of the directors of the said company the regular payment for and during the term of ten years to the shareholders of and in the said company of a clear net annual dividend at the rate of 67. per cent. per annum on the amount of capital paid up, or in respect of their respective shares of and in the said *company, and on the faith of the plaintiff giving such gua*189] rantee and security; but that the plaintiff had never made, given,

or entered into such guarantee or security, nor had any such dividend ever been paid, although all things were done and performed on the part of the said company and the respective shareholders thereof and therein, which were necessary to entitle them to have such guarantee or security made, given, and entered into, and such dividend paid as aforesaid, and the respective times for the making, giving, and entering into of such guarantee, and for the payment of a great part of the dividend, elapsed before this suit; and that, if such guarantee or security had been given, and such dividend had been paid, the shares of and in the said company would have been of great value, but, by reason and in consequence of the default of the plaintiff in that behalf, the same were of little or no value, and the said company had become and been under the necessity of being and was being wound up in the High Court of Chan

cery.

The eleventh plea, to the second count, was similar to the seventh plea; and the twelfth plea to the second court, was similar to the eighth plea.

The fifteenth plea,-as to the third, fourth, fifth, sixth, seventh, and eighth counts, for defence on equitable grounds, stated, that, before and at the time of making of the said several deeds in those counts respectively mentioned and sued upon, and each and every of them, the said company was a joint stock company which had obtained a certificate of complete registration, and was completely registered under and in pursuance of the 7 & 8 Vict. c. 110; and that the said several deeds sued upon were respectively made and entered into before the passing of the "Joint Stock Companies Act, 1856," (19 & 20 Vict. c. 47), to wit, on *the several days in the said third, fourth, fifth, sixth, seventh, *190] and eighth counts respectively mentioned in that behalf, and whilst the said first-mentioned act was and remained in full force; and that the plaintiff, before and at the respective times of the making and entering into of the said several deeds sued upon, and each and every of them, was a director of the said company within the meaning of such first-mentioned act; and that the plaintiff, whilst and during the time he was such director, and before, and at, and during, and after the respective times of the making and entering into of the said several deeds sued upon, and each and every of them, was concerned and interested in the said several deeds sued upon, and the contracts therein respectively contained; and that, whilst the plaintiff was and remained such director, and so concerned and interested as in this plea aforesaid, he