(2) SHAREHOLDERS, CLASSES OF. (d) Infant. and of others in opposition to an order for a call-Held, that such appearance did not amount to confirmation, and that he was entitled to have his name removed from the register of shareholders. Wilson, Ex p.; Commercial Bank Corporation of India and the East, in re, 38 L. J. Ch. 526; L. R. 8 Eq. 240; 21 L. T. 164; 17 W. R. 979. Winding-up-Avoidance by Liquidator.]— A transfer of shares in a company before a resolution to wind up voluntarily made to an infant who did not attain twenty-one till after the resolution is void at the instance of the liquidator under the Companies Act, 1862, s. 131, though the infant after attaining twenty-one expressed a desire to retain the shares. Castello, Ex p.; Continental Bank Corporation, in re, L. R. 8 Eq. 504. In October, 1865, shares were transferred by H. to B., then only nineteen years of age. B. who was then an assistant to a chemist, executed the transfer at the request of his employer, U., who was a friend of C., the real purchaser of the shares. In April, 1866, the company was ordered to be wound up. On September 30, 1867, B. attained twenty-one. On December 5, 1867, notice was sent to B. of an application to settle him on the list of contributories. This notice he sent on to U. On December 18, 1867, B. was settled on the list of contributories, and on December 23, 1867, an order was made for a call, of which notice was received by B. on February 11, 1868, and on the same day he wrote to the official liquidator entirely repudiating the shares. Soon afterwards the liquidator took out a summons to remove B. from the list of contributories, and to substitute H. This summons was allowed to drop, but no steps were taken to enforce the call against B. In April, 1871, at the request of the liquidator, B. signed a letter authorising the liquidator to use his name in proceedings against C., to make him liable upon the shares, the liquidator undertaking not to enforce the call against B. Under this authority a bill was filed by the liquidator in B.'s name against C., to compel him to indemnify B. against the calls upon the shares. In June, 1871, B. took out a summons to have his name removed from the list of contributories :-Held, that he had never done anything to repudiate his original repudiation of the shares, the authority to the liquidator to make use of his name being merely intended to allow that to be done if no injury would result to B. from the fact of his name remaining on the list; but, inasmuch as if B. remained on the list he would be liable to be sued by H. for an indemnity against calls, he was entitled to have his name removed. Baker's Case, Contract Corporation, In re, 41 L. J. Ch. 275; L. R. 7 Ch. 115; 25 L. T. 726; 20 W. R. 169. When shares were transferred to an infant who did not attain his majority till after the winding-up of the company:- Held, that the official liquidator had a right to place the transferors upon the list of contributories, notwithstanding that the transferee after he attained twenty-one was willing to ratify the transaction. Nasserwanjee, Ex p.; Symon's Case, Asiatic Banking Corporation, In re, 39 L. J. Ch. 461; L. R. 5 Ch. 298; 22 L. T. 217; 18 W. R. 366. Transferor held Liable.]-A proprietor of shares was held liable as a contributory, notwithstanding he had transferred his shares into the name of his son, who was a minor, and the company had recognised the son as a proprietor of the shares; the son not having done any acts since his majority to make him liable to make any payments, and there being no evidence, that the directors of the company were aware of the son being a minor when they consented to accept him as a shareholder. Litchfield's Case, St. George's Steam Packet Co., In re, 3 De G. & Sm. 141; 19 L. J. Ch. 124; 14 Jur. 541. In June, 1865, S. having bought in the market shares belonging to C., gave the name of A. as the transferee, and C. accordingly transferred them to A., who was registered as owner. A. was a clerk of S., and was an infant. In November, 1865, C. received a letter from the solicitors to the company informing him that A. was an infant, and applying to him for payment of a call. C. having found upon inquiry that his share certificates had been cancelled, and new certificates issued to A., took no further notice of the matter, and no further step was taken on either side till January, 1867, when the appli cation for the call was renewed, after a resolution for winding up the company had been passed-Held, that C. must be on the list of contributories. Capper's Case, L. R. 3 Ch. 458; 16 W. R. 1002. A father purchased shares in a company, and had the transfer made to his son, who was then an infant, and at sea. It appeared that the father, or another of his sons, also an infant, had signed the transfer in the name of his son. The company had since been ordered to be wound up, and on an application by the liquidators to take the son's name off the list of contributories, and to put thereon in its stead either the name of the father or those of the vendors, the latter were ordered to be put on the list. Maitland, Ex p.; National Provincial Marine Insurance Co., in re, 38 L. J. Ch. 554-L.JJ. The The grandfather of an infant purchased for her eighty shares in a company. The infant's name was duly entered on the share register, and she received dividends on the shares. company subsequently became insolvent and an order for winding it up was made. Before that time the infant had effectually sold and disposed of seventy of the shares, and the transfers had been duly registered. On the application of the official liquidator the transferor to the infant was substituted on the list of contributories for the infant in respect of the remaining ten shares, although she appeared and opposed the application. Curtis's Case, 37 L. J. Ch. 629; L. R. 6 Eq. 455. Edward W. was the holder of shares in a company, the shares in which passed by delivery of the certificates. Resolutions were passed in July, 1866, at a meeting which he attended and took part in, to register the company as a limited company. Shortly afterwards he gave his certificates to his Ernest Mortimer W., aged seventeen, and son (2) SHAREHOLDERS, CLASSES OF. (e) Joint Tenant. living in his house. The certificates were sent in by the son and exchanged for shares, and the name of Ernest Mortimer W. was entered in the share register-book, and sent in to the registrar of companies upon the registration of the company in December, 1866. Edward W. also bought some shares in the name of his son, and they were so registered. In February, 1867, Edward W. informed the managing director that he had parted with his shares; and in June, 1867, in answer to a repeated application for calls, Ernest Mortimer W. wrote, that he was unable to pay; and, as to legal proceedings, was an infant. No steps as to these shares were taken by the company until after the winding-up in February, 1869-Held, that Edward W. was liable as a contributory in respect of the shares. Weston's Case, Cobre Copper Mining Co., In re, 39 L. J. Ch. 753; L. R. 5 Ch. 614; 23 L. T. 287; 18 W. R. 957. the name of the transferor of the shares for that of the infant :-Held, that the company was precluded by laches from so doing, and the application must be refused. Parsons, Ex p.; European Central Ry., in re, 39 L. J. Ch. 64; L. R. 8 Eq. 656. Where shares in a banking company had been transferred into the name of a minor by his grandmother, but the dividends had been paid to his father, and he had covenanted with the company for the payment, by the son, of all instalments in respect of those shares, and to indemnify the company against any loss which might be occasioned to them by reason of the son's minority or of the payment of the dividends, the name of the father was held to have been properly included, in respect of those shares, in the list of contributories," within the meaning of the Joint-Stock Companies Winding-up Act. Reavely, Ex p.; North of England Joint-stock Banking Co., In re, 1 Hall & Tw. 118; 18 L. J. Ch. 110; 13 Jur. 158. Affirming 1 De G. & Sm. 550. A father voluntarily transferred shares in an incorporated company to his infant son. The company was afterwards wound up (the son being still an infant) :-Held, that the father was a contributory. Reid, In re, 24 Beav. 318; 3 Jur. (N.s.) 1015; 5 W. R. 854. It is the duty of a transferor of shares in a company to see that the transferee is a competent person. Munn's Case, 15 W. R. 1124. Therefore, where the holder of shares transferred to an infant, both the transferor and the company being ignorant of his infancy, and the transfer was registered, the company being ordered to be wound up five months afterwards, the transferor was held a contributory in the place of the infant. Ib. Transfer taken in Son's Name.]-A father bought shares, and took transfers executed by himself, in the name of his infant son :-Held, that these were transfers to the father in a wrong name, and his name was placed on the list of contributories. Richardson's Case, Imperial Mercantile Credit Association, In re, 44 L. J. Ch. 252; L. R. 19 Eq. 588; 32 L. T. 18; 23 W. R. 467. Transferor not held Liable-Laches of Liquidator.]-A company, in 1865, had notice that a transferee was an infant, but they took no means to remove his name from the register, nor communicated the fact of his infancy to the transferor. In January, 1868, a winding-up order was made. In October, 1868, he attained his majority. On an application by the official liquidator to substitute A transfer of shares was made to an infant, being also a person of no means, for a nominal consideration. Three years afterwards the company was wound up voluntarily. The court refused to place the executors of the transferor on the list of contributories. Mitchell's Case, Norwegian Charcoal Iron Co., In re, 39 L. J. Ch. 199; L. R. 9 Eq. 363; 21 L. T. 811; 18 W. R. 331. An infant transferee of shares can only repudiate them within a reasonable time after coming of age if the company is a going concern. Ib. Transfer through Infants to Adult.]-A shareholder transferred shares to an infant, who transferred them to another infant, who transferred them to an adult, and all the transfers were registered. The company was ordered to be wound up more than a year after the first transfer, but less than a year after the first transfer :-Held, that after the company had once obtained an adult shareholder, the intermediate transfers could not be avoided, that the shareholder ceased to be such at the date of the first transfer, and that he could not be put on the list of past members. Gooch's Case, Contract Corporation, In re, 42 L. J. Ch. 381; L. R. 8 Ch. 266; 28 L. T. 148; 21 W. R. 181. Director Allotting to Infant Children-Misfeasance.]-A director of a company procured shares to be allotted to three of his children, who were infants, he paying the allotment money. The company was afterwards ordered to be wound up, and the children when the winding-up order was made remained on the register of shareholders, and were still infants. They afterwards repudiated the shares :Held, that the conduct of the father in permitting the allotment to infants amounted to a breach of trust within the Companies Act, 1862, s. 165, and that he must pay the amount due upon the shares by way of compensation for the loss occasioned to the company. son, Ex p.; Crenver and Wheal Abraham United Mining Co., In re, 42 L. J. Ch. 81; L. R. 8 Ch. 45; 27 L. T. 597; 21 W. R. 46. Wil Held, also, that the fact that all the shares of the company had been allotted was sufficient evidence, that loss had been occasioned to the company by reason of the allotment of shares to the infants. Ib. e. Joint Tenant. Resulting Trust-Intention to Benefit.]The plaintiff, a widow, in the year of 1880, caused £6,000 consols to be transferred into the joint names of herself and the defendant, who was her godson. She did so with the express intention that the defendant, in the event of his surviving her, should have the consols for his own benefit, but that she should have the dividends during her life; and she had previously been warned that if she made the transfer she could not revoke it. The first (2) SHAREHOLDERS, CLASSES OF. (g) Married Woman. notice the defendant had of the transaction was a letter from the plaintiff's solicitors about the end of 1882, claiming to have the fund retransferred to the plaintiff :-Held, that the legal title of the defendant as a joint tenant of the stock was complete, although he had not assented to the transfer until he was requested to join in re-transferring the stock, for that the legal title of a transferee of stock is complete without acceptance. A transfer of property to a person without his knowledge, if made in proper form, vests the property in him at once, subject to his right to repudiate it when informed of the transfer. Standing v. Bowring, 55 L. J. Ch. 218; 31 Ch. D. 282; 54 L. T. 191; 34 W. R. 204-C. A. Held, further, that the plaintiff could not claim a re-transfer on equitable grounds, the evidence clearly showing that she did not, when she made the transfer, intend to make the defendant a mere trustee for her except as to the dividends. Ib. f. Lunatic. See LUNATIC (PROPERTY). g. Married Woman. Married Women's Property Act, 1874.]A woman being entitled absolutely to shares in a company married in May, 1878, and before the marriage the shares were settled for her own benefit. Upon the winding-up of the company :-Held, that the liability of the husband to contribute to the assets of the company was not limited by the Married Women's Property Act, 1874, to the interest acquired in right of his wife, but that he was liable as a contributory in his own right under s. 78 of the Companies Act, 1862. Hatcher, Ex p.; West of England Bank, in re, 48 L. J. Ch. 723; L. R. 12 Ch. D. 284; 41 L. T. 181; 27 W. R. 907. a Cases prior to the Married Women's Property Acts-Purchase of Shares out of Separate Estate.]-A married woman became, by such description, a registered shareholder in a joint-stock banking company, having purchased the shares with money arising from her separate estate. The husband occasionally received the dividends on the shares, but always signed the receipts as his wife's agent. Though not registered shareholder, he attended some meetings, and once held the proxy of an absent shareholder, which, according to the deed of settlement, a shareholder alone could do; and he took part in the proceedings. Previously to the dissolution of the company his name had been substituted, without his consent, for that of his wife, in the share register:-Held, that he was not a contributory under the Act, and his name was upon motion ordered to be struck out of the list. Angas' Case, 1 De G. & Sm. 560; 13 Jur. 76. Wife alone Dealt with.]-A woman entitled to shares in a banking company married, and by her marriage settlement the shares were vested in trustees for her separate use. The bank dealt both as to the shares and otherwise with her alone, as being absolutely entitled to separate estate, and, on her applica tion, fifteen new shares were allotted to her in respect of the settled shares, she paying for them by her own cheque on her separate account at the bank. Upon the winding-up of the company she was placed on the list of contributories as to these fifteen shares in respect of her separate estate -Held, that she was rightly so placed on the list; that the contract, being mutually made with reference to and upon the credit of her separate estate, was such as would bind her separate estate if made with an individual; that it was equally possible for her so to bind her separate estate by a contract with a company; and that even if there had been anything in the company's deed of settlement which would justify the shareholders in upsetting the contract, she could not herself repudiate it. Matthewman, Ex p., 36 L. J. Ch. 90; L. R. 3 Eq. 781; 15 L. T. 266; 15 W. R. 146. Husband held Liable.]-A female shareholder in a company married without any settlement being made: the husband received dividends, and signed the receipts "Pro Ann Burlinson.' The company's deed contained clauses by which husbands of female shareholders were required to do certain acts, if they claimed to be shareholders, and without doing which they could not receive any dividends in their own right. The husband did not perform any of these acts. His name was put on the list of contributories; and, on appeal, the court held that his name ought to be on the list, either alone or with that of his wife. Burlinson, Ex p., 3 De G. & Sm. 18; 18 L. J. Ch. 250; 13 Jur. 849. An unmarried woman had a legacy of shares in a company, and the same were assigned to her by the executor, and she covenanted to pay all calls on them. Upon requiring a payment to be made to her of the dividends, the company demanded payment of a call then due, which she declined to pay and they refused to pay the dividends until the call was paid. The company, in its returns to the stamp office, included her name as the holder of the shares. She never paid calls, nor received dividends, nor attended any meetings of the company. She afterwards married, but her husband never interfered in the matter. An order having been made for winding up the affairs of the company, the master included the name of the husband alone on the list of contributories, as entitled in right of his wife, and notice was served on him alone-Held, on appeal, that his name was properly included in the list, although it might be that the wife's name ought to be there also. Sadler's Case, North of England Jointstock Banking Co., In re, 3 De G. & Sm. 36; 18 L. J. Ch. 251; 13 Jur. 674. The 19 & 20 Vict. c. 47, has not taken away the liability of the husband of a female shareholder to be placed on the list of contribu tories in her right in respect of shares in a banking company belonging to her, but in respect of which he has done no act to make himself a member of the company. Luard, Ex p.; Northumberland and Durham District 817 COMPANY-(XIX) Shares and Stock. (h) Mortgagee. (2) SHAREHOLDERS, CLASSES OF. Mrs. L. was before her marriage the registered owner of shares in a banking company. Upon her marriage a settlement was executed, by which the shares were assigned to trustees upon trusts excluding the husband, but the trustees did not accept the trusts, and the shares continued registered in the lady's former name. It was not proved that the company had notice of the marriage or of the was afterwards The company settlement. registered under the Joint-Stock Banking Companies Act, 1857, and wound up under the Joint-Stock Companies Acts of 1856 and 1857-Held, that the name of the husband in the right of his wife must be placed on the list of contributories as well as that of the wife. Ib. Semble, notice to the company of the marriage and of the settlement would not have Ib. altered the case. By the Qualification of Liability.] provisions of the deed of settlement of a comfemale proprietor pany, the husband of a might, with the approbation of the directors, become a proprietor; but if he did not intend to become such, he was to sell within six months after his title accrued, or in default the shares were to be forfeited; but in case he should not obtain the approbation of the directors to become a proprietor within the six months, the directors were empowered and required, on the application of the husband, to purchase the shares at the market price for the benefit of the company. The husband of a female shareholder attended a meeting of the company, and proposed certain resolutions thereat, and afterwards applied to the directors to purchase his wife's shares upon certain terms. The transaction was completed within six months after the title of the husband accrued -Held, that the transaction valid within the terms of the deed, and that the husband's liability, as a contributory, was properly qualified by restricting it to the period White's Case, Vale of preceding the sale. Neath and South Wales Brewery Co., In re, 3 De G. & Sm. 157; 19 L. J. Ch. 497; 14 Jur. 454. was The deed of settlement of a company prescribed certain preliminaries which were to be observed for the purpose of making the husband of a female shareholder a proprietor in the company :-Held, that a husband who had not complied with these requirements was liable in respect of losses incurred during the coverture, but not liable in respect of any incurred before the inception or after the determination of the coverture, notwithstanding expressions used by him in corresponding with the secretary of the company, alluding to the shares as his. Kluht's Case, 3 De G. & Sm. 210; 19 L. J. Ch. 385; 14 Jur. 898. Husband held not Liable.]-S. applied for 300 shares in the London, Bombay and Mediterranean Bank, 100 in his own name and 200 in the name of his wife M., paying the deposit on the whole 300 out of his own The company allotted the shares accordingly, and S. subscribed the memorandum and articles of association on M.'s behalf as well as his own, and paid all calls upon all moneys. (i) Railway Shareholders. the shares. S. afterwards sold and transferred i. Railway Shareholders. The rights of shareholders in railway companies depend on their rights as co-partners, greatly modified, however, by the public duties and parliamentary conditions to which, on the constitution of their partnership, they subGraham v. Birkenhead, jected themselves. Lancashire and Cheshire Junction Ry., 12 Beav. 460. See S. C. on appeal, 2 Mac. & G. 146; 2 Hall & Tw. 450; 20 L. J. Ch. 445; 14 Jur. 494. j. Tenant for Life and Remainderman. Trust of Shares in Trading Concern Direction that no Part of Income is to be retained as Capital-Surplus over Amount paid up on Shares.]-A direction in a will that all income produced by the testator's estate in its actual condition for the time being shall be applicable as income, no part thereof being in any event liable to be retained as capital, does not entitle a tenant for life of shares in a trading concern, which has been sold, to the surplus which remains after satisfying the amount actually paid up on the shares in the undertaking. Armitage, In re; Armitage v. Garnett, 63 L. J. Ch. 110; [1893] 3 Ch. 337; 7 R. 290; 69 L. T. 619-C. A. Investments--Risky Securities-TrusteesDuty of Conversion.]-A testator gave the residue of his estate to his executors upon trust to permit his wife to receive and take the annual income rents, issues, profits and thereof for her sole and separate use during her life, and after her death the testator (2) SHAREHOLDERS, CLASSES OF. (k) Trustee. declared that the trustees of his will should hold all his residuary estate and the investments or income thereof in trust for his nephew absolutely. There was no trust for conversion and no investment cause. Part of the estate consisted of stocks in a gas company. The question was raised whether the gas stock should be sold, and the proceeds invested in new consols; and whether the testator's widow was entitled to retain the whole of the income of the testator's estate which she had actually received and any accruing income of the gas stock-Held, that the tenant for life under a will could not take in specie the income of property which was of a perishable or wasting nature; in order to give the wife the income of the property as it stood, you must find something equivalent to a specific gift; there being no specific gift here, the rule in Meyer v. Simonsen (5 De G. & Sm. 723) applied, and the trustees should be required not to convert the stocks, but set a value upon them, and give the tenant for life per cent. upon the value. Eaton, In re; Daines v. Eaton, 70 L. T. 761. And see col. 819. k. Trustee. Personal Liability.]-Trustees taking shares in joint-stock companies make themselves personally liable as partners, even though they describe themselves as trustees, and they must be deemed to have intended to bind themselves absolutely. Lumsden v. Buchanan, 4 Macq. H. L. 959. Acceptance of Trust.]-In 1850 shares in the City of Glasgow Bank, which was a company registered, but not formed under the Companies Act, 1862, were transferred into the names of A. and three others as trustees and executors of a deceased trustee. A. signed mandates to the bank authorising the payment of dividends, sanctioned the purchase of additional bank stock, and signed the minutes of meetings of the trustees. On the voluntary winding-up of the company :-Held, that A. was rightly put on the list of contributories. Bell's Case, L. R. 4 H. L. Sc. 547. Two surviving original trustees executed a deed assuming new trustees. Both new and old trustees passed an unanimous resolution to have stock standing in the names of the original trustees in the City of Glasgow Bank transferred into the names of the original and assumed trustees. A note of assumption, giving the names of all the assumed trustees, was made by the bank officials on the stockledger following the account of the original trustees. All the trustees signed a minute of a meeting of the trustees, which stated that "Mr. Lang (one of them) tabled the scrip of the bank stock shewing that the same had been transferred into the names of all the trustees original and assumed, as directed at the previous meeting." At the winding-up of the company the names of the assumed trustees were placed on the list of contributories. In a petition for rectification :-Held, affirming the decision of the court below, that the assumed trustees, except one, a female trustee, who had been a minor, and unmarried at the date of the resolution to transfer, were properly on the list of contributories; and declared as to the sometime minor, that her name should in hoc statu be removed from the list, without prejudice to the right of the liquidators to place thereon the names of her husband and herself in the right. Ib. A truster under his settlement appointed three persons, A., B. and C., as his trustees, who were also to be his sole executors with his heritable and moveable estate, which included City of Glasgow Bank stock. C. died, and the truster executed a codicil appointing D. as trustee, and with the same powers as A. and B. The truster having died in 1854, A., B. and D. accepted the trust; were confirmed executors, and were entered on the bank register as executors for the stock. D. sometimes signed the dividend warrants of "trustee,' and once as sole surviving trustee and executor.' The bank suspended payment on October 2, 1878, and on October 22 D. resigned his office of trustee :-Held, that D. was personally liable, on the ground that more than twenty years before he had authorised the stock to be transferred into his name, and had ever since acted as a shareholder. Buchan's Case, L. R. 4 H. L. Sc. 549. 44 Held, also, the resignation was of no effect to escape liability. Ib. In 1855 stock in the City of Glasgow Bank was transferred to trustees by an ante-nuptial contract of marriage. The law agent made a declaration of the contents of the deed, and notified it to the bank, which placed all the names of the trustees on the register of shareholders, as trustees. The marriage contract was not signed by any of the trustees; but they all subscribed subsequently a transfer of railway stock from the wife as executrix of one Bogle to themselves; and in this transfer they were described as trustees nominated under and by virtue of the said ante-nuptial contract of marriage." In 1856 A., one of the trustees, signed a dividend-warrant; and shortly afterwards he left the neighbourhood. On the death of the husband in 1868, it being necessary to expede confirmation to his estate, A. refused to act any longer, and sent to the law agent a formal letter declining his office of trustee; it was accepted by the other trustees, but not regularly intimated to, or acted upon, by the bank. A.'s name remained on the register until the stoppage of the bank on October 2, 1878-Held, that A.'s name was rightly on the list of contributories, his acceptance of the trust being clearly established by his actings, extending over a long period of years; and that his resignation had not the effect of exempting him from personal liability. Ker's Case, L. R. 4 H. L. Sc. 549. "Accepting Trustees."] Accepting trustees, under the Scotch law, to whom shares in a bank had been on express terms assigned by the testator :-Held, to be properly placed on the list of contributories. Drummond, Ex p.; Royal Bank of Australia, in re, 2 Giff. 189; 6 Jur. (N.s.) 908; 2 L. T. 349. "As Trust Disponees."]-A. and B., trustees for C. and D., accepted, as part of a trust estate, stock in a Scotch banking com |