(3) AGREEMENT TO TAKE. Whether a repudiation by W., so late as November 27 would in the case of a going concern have entitled him to be relieved from the shares, quære Ib. But held, by Kay, J., and by the Court of Appeal that assuming W. to have had a right to rescind, still as he had not before the winding-up taken any proceedings to have his name removed from the register, and no agreement was shown that the cases of other repudiating allottees should be governed by the result of the proceedings in Anderson's Case, W. must be on the list of contributories. Ib. Necessity of Numbering Companies Clauses Act.]-A person to whom shares are allotted in a company constituted by a deed in accordance with the provisions of the Companies Clauses Act, is not liable to pay calls unless the shares which have been allotted to him are specifically numbered and appropriated by number. Irish Peat Co. v. Phillips, 30 L. J. Q. B. 114; 7 Jur. (N.s.) 413; 4 L. T. 115; 9 W. R. 416. Affirmed, on other grounds, B. & S. 598; 30 L. J. Q. B. 363; 7 Jur. (N.S.) 1189; 4 L. T. 806; 9 W. R. 873-Ex. Ch. During the formation of a company the brokers of the company put down P.'s name as an applicant for shares, and the promoters allotted to him fifty shares, and sent him an allotment letter informing him thereof, and on your execution of the deed prepared in conformity with the provisions in the royal charter you will be entitled to fifty share certificates of the company." He paid the deposit on the shares; the royal charter was afterwards granted and the deed prepared and executed by many of the shareholders, but not by him. He subsequently paid several calls, but refused to pay the calls sued for. The deed required the shares to be numbered in succession, beginning with one, and each share to be distinguished by its separate number, and a register of shareholders to be kept. In the register the names of the shareholders were entered, P.'s among them, but against his name in the column for the number of shares was a blank :-Held, that he, not having executed the deed, was not liable for the calls under and by virtue of the deed. Ib. Time-Condition as to.]-A condition that allotment should be made by a company on or before a given date is satisfied if the company bonâ fide proceed to allotment on or before that date, although notices of allotment are not sent out generally till one day later, and in individual cases several days later. Consort Deep Level Gold Mines, In re; Stark, ex p., 66 L. J. Ch. 122; [1897] 1 Ch. 575; 76 L. T. 300; 45 W. R. 227. Sufficiency of.]-The enactment in s. 9 of the Companies Clauses Act, 1845, that the register shall distinguish each share by its number, is substantially satisfied by a shareholder's name being entered in the register without the distinguishing numbers of his shares, it being shown by other evidence that the shares held by him were actually distinguished by particular numbers. East Gloucestershire Ry. v. Bartholomew, 37 L. J. Ex. 17; L. R. 3 Ex. 15; 17 L. T. 256. (c) Allotment. (ii) Time for. Allotment by Directors to themselvesObligation to "subscribe for " Shares.]— By the memorandum of association of a company, its capital was declared to be £121,200 in £10 shares, the first 126 shares being founders' shares and the other ordinary shares. The memorandum also provided that each of the subscribers for a founders' share should, in addition to paying up the nominal amount of that share, subscribe for fifty ordinary shares for each founders' share held by him. Five directors of the company took certain founders' shares each, and no ordinary shares in respect of them; but they procured other persons to acquire fifty ordinary shares for every founders' share so taken :-Held, that the meaning of the words 'subscribe for was not "take" personally, the obligation to 64 subscribe for " such things as transferable shares being performed, or at all events satisfied and discharged, by procuring an allotment to be made to persons approved by the directors; but that, even if "subscribed for " meant " take," the obligation to take might be satisfied and discharged by the acceptance by the directors of a nominee of the person bound to take, and that the directors by finding others to take fifty ordinary shares for every founders' share taken had fulfilled the obligation imposed upon them. Held, by all the Lords Justices, that a charge of misfeasance had not been made out, inasmuch as a mere allotment of shares, whether ordinary or founders' shares, by directors to themselves was not unlawful, nor a breach of duty, nor a breach of trust. London and Colonial Finance Corporation, In re, 77 L. T. 146-C. A. Allotment to Infants.]-An infant applied for shares in a company; shares were allotted to him, and he was entered on the register. He attained his majority on April 8, 1864, and the company went on till June, 1865, when an order for winding it up was made. During this period, though he did not appear to have acted as a shareholder, he never took any steps to repudiate the shares :-Held, that he was bound by his acquiescence, and must be placed on the list of contributories. Constantinople and Alexandria Hotel Co., In re; Ebbett's Case, 39 L. J. Ch. 679; L. R. 5 Ch. 302; 22 L. T. 424; 18 W. R. 394. Liability of Father.]-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. Crenver and Wheal Abraham United Mining Co., In re; Wilson's Case, 42 L. J. Ch. 81; L. R. 8 Ch. 45; 27 L. T. 597; 21 W. R. 46. 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 (c) Allotment. (ii) Time for. (3) AGREEMENT TO TAKE. company by reason of the allotment of shares to the infants. Ib. 64 Shares not to Vest till Payment of Fixed Amount.-A. applied for £20 shares, which were allotted to him, and paid £1 per share as deposit, and £2 per share on allotment, and received certificates of his shares. The company's act provided, that it should not be lawful for the company to issue any shares, nor should any share vest in the purchaser, unless and until a sum not less than one-fifth of the share should have been paid up.' The company was afterwards registered and ordered to be wound up under supervision. On an application by A. to have his name removed from the list of contributories :-Held, that the word issue referred to the issue of certificates, and the word "vest" to the vesting of shares so as to become the property of the holder for all purposes; but that the irregularity of issuing certificates before one-fifth was paid did not relieve the shareholder of his liability, and that his name must remain upon the list of contributories. Purdey's Case, 16 W. R. 660. An Act under which a company was constituted provided that it should not be lawful for the company to issue any share, nor should any share vest in the person accepting the same, unless and until one-fifth part of the amount of the share should be paid up :-Held, that a person who applied for shares and had them allotted to him before the one-fifth was paid was a shareholder in the company to all intents and purposes, except that he could not transfer his shares until one-fifth was paid. M'Ewen v. West London Wharves and Warehouses Co., 40 L. J. Ch. 471; L. R. 6 Ch. 655; 25 L. T. 143; 19 W. R. 837. M. agreed to take shares in a company incorporated by an Act of Parliament, providing that the company should not issue any share, nor should any share vest in the person accepting the same, unless and until a sum not being less than one-fifth of the amount of such share had been paid in respect thereof. He transferred his shares without paying one-fifth of the amount; the transfer was duly registered, and his name removed from the register of shareholders. More than a year afterwards the company commenced to be wound up :-Held, that his original agreement to take shares was discharged by the transfer, which operated as a new contract between the company, M., and the transferee. Morton's Case; Towns' Drainage and Sewage Utilization Co., In re, 42 L. J. Ch. 786; L. R. 16 Eq. 104; 21 W. R. 933. Conditional Allotment-Right to Vote.]— An allotment of shares is an appropriation by the directors or managing body of a company of shares to a particular person, but it does not necessarily create the status of membership. The allotment may be subject to a conditione.g., that the allottee should not only indicate his acceptance, but perform some other act, such as make payment of a sum of money; a company therefore may offer specified shares to a person on the terms that no title to the shares shall arise until a condition provided for in the contract to accept the shares has been fulfilled, and, after the allotment and registration of such shares, the company may decline to treat such person as a member if he has neglected to comply with the condition. Spitzel v. Chinese Corporation, 80 L. T. 347; 6 Manson, 355; 15 T. L. R. 281. Provisional Allotment-Default in Paying Instalment.]-C. applied for and was allotted shares in a banking company, paid the first instalment, and received provisional certificates, which, on payment of the second instalment, and on executing the deed by a given day, were to be exchanged for shares, but in default of payment the rights and privileges appurtenant to the certificate were to be forfeited. He failed to pay the second instalment and to exchange his certificates. The company passed into liquidation :-Held, that he was under no obligation to take shares, and that his interest was forfeited, and that he was, therefore, not liable to be placed on the list of contributories. Asiatic Banking Corporation, In re; Collum, ex p., 39 L. J. Ch. 59; L. R. 9 Eq. 236; 21 L. T. 350; 18 W. R. 245. Allotment in Presenti or in Futuro.]-In February the directors of a bank issued to the shareholders a circular, representing the affairs as extremely prosperous. In May they resolved to issue the whole of the unissued shares, and sent circulars offering them to the existing shareholders at £30 per share, the amount to be paid on or before October 1; if paid before that time, an interest of £5 per cent. to be allowed, and the allottees to be entitled to a quarter's dividend at the end of the year. B., a shareholder, agreed to take twenty-two of these shares on the above terms, and paid the £30 per share :-Held, that the contract was not that B. should purchase the shares on a future day, but become the immediate proprietor of them, subject to the terms as to interest and dividends. Barrett, Ex p.; Leeds Banking Co., in re, 3 De G. J. & S. 30; 34 L. J. Ch. 558; 12 L. T. 514; 13 W. R. 826. Affirming 2 Drew. & Sm. 415; 11 Jur. (N.s.) 234. Agreement, but no Shares Allotted.]—D., for good consideration, entered into an agreement with a company, part of which was that he and his partner should take 250 shares. He applied for fifty shares, and paid the deposit thereon. No allotment of shares in the company was ever made, and his name was never entered upon any register of members. The company afterwards being wound up :-Held, that he was rightly placed upon the list of contributories. Vaiparaiso Waterworks Co., In re; Davies' Case, 41 L. J. Ch. 659; 26 L. T. 650; 20 W. R. 518-L.JJ. Refusal to Allot-Measure of Damages.]— In an action against a public company for improperly withholding shares after tender of the sum due for calls and interest, the proper measure of damages is the value of the shares at the market price of the day of the tender, deducting the amount of the calls and interest. Van Diemen's Land Co. v. Cockerell, 1 C. B. (N.S.) 732; 26 L. J. C. P. 203; 3 Jur. (N.S.) 241; 5 W. R. 312-Ex. Ch. 865 COMPANY-(XIX) Shares and Stock. (3) AGREEMENT TO TAKE. were Application by Agent.]-Shares allotted to L. without his knowledge, on the application of M. Afterwards L., at M.'s request, sent in a formal application for the shares. No notice of allotment was sent to him. M. paid the deposit on the shares and received the share certificates, and also a dividend which was subsequently declared. L.'s name was on the register when the company was ordered to be wound up :-Held, that L. had constituted M. his agent to accept the shares, and that he was properly placed on the list as a contributory of the company. International Contract Co., In re; Levita's Case, 89 L. J. Ch. 673; L. R. 5 Ch. 489; 22 L. T. See col. 840. 395; 18 W. R. 176. iii., Notice of Allotment. a. Generally. Notice Necessary to Complete Contract.]— Where a person applies for shares in a company, there is in general no binding contract to take shares until the company has communicated to him an allotment of shares. Pellatt's Case, 36 L. J. Ch. 613; L. R. 2 Ch. 527; 16 L. T. 442; 15 W. R. 726. New in Bloxam's Case, The decision Theatre Co., In re, 4 De G. J. & S. 447; 33 L. J. Ch. 574; 10 L. T. 772; 12 W. R. 995, was referable to its special circumstances. Ib. And see Dyett and Louttit's Case, Basque Consolidated Silver Mining Co., In re, 43 L. T. 85. After allotment of shares to an applicant, the directors may alter or annul the allotment, and the applicant may withdraw his application until the allotment has been communicated to the applicant. Hebb, Ex p., 36 L. J. Ch. 748; L. R. 4 Eq. 9; 16 L. T. 308; 15 W. R. 754. com S. and C. agreed with the directors of a company to become agents for the pany on certain terms, one of which was that they should subscribe for shares of the company to the amount of £600, and duly pay the instalments and calls thereon. They never applied for shares, but about ten months afterwards the directors passed a resolution allotting them shares to the amount of £600, and placed them on the register as holders of those shares, but no notice was given to them of the allotment or registration until after an order had been made for winding up the company-Held, that they did not become the equitable owners of, or liable to be placed on the register as holders of, any shares until the fact of the allotment was communicated to them; and that as no such communication was VOL. IV. (a) Generally. (iii) Notice of. An allottee of shares in a company, whose Wrongful Allotment.]-The manager of a company, being indebted to P., agreed to transfer to him twenty-five fully paid-up He however represhares in the company. sented to P. that it would be necessary for him to make a formal application for the shares, which he did, and twenty-five fully paid-up shares were accordingly transferred to P., who became a director of a company. The company was ordered to be wound up, and on referring to the share register twenty-five unpaid-up shares were found standing in P.'s name besides the twenty-five fully paid-up shares. P. never received any letter of allotment of the unpaid-up shares, and was not aware until the winding-up that they were standing in his name:-Held, that he had incurred no liability in respect of the twentyPlimsoll's Case, 24 five unpaid-up shares. L. T. 653. Notice Sent to Wrong Address.]—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 his company, indemnifying him against all responsibility. R. sent in the application himself from his own address, and paid the deposit by a cheque on his own banker, although the money was The shares were supplied by company B. 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, that there was no contract to take the shares, and his name was removed from the list of contributories. Robinson's Case, Peruvian Ry.. In re, L. R. 4 Ch. 322; 20 L. T. 96; 17 W. R. 452. Evidence-Unstamped Allotment Letter.]— An allotment letter, though unstamped, may be receivable as evidence that the applicant has received notice of allotment. Steel's Case, Whitley Partners, In re, 49 L. J. Ch. 176; 42 L. T. 11; 28 W. R. 241. Allottee Executing Transfer.]-C. applied in May, 1865, for shares in company A. at the instigation of P., the brother of the managing director of company B., who assured him that he would be indemnified by his company from all liability. C. handed the application to 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. 28 (iii) Notice of. (a) Generally. registered in his name, a fact which he alleged he was not aware of till a call was made on him. He then wrote, saying he had never actually been a shareholder, and desiring to have his name removed, but took no further steps. The company was wound up, and S. made a contributory, and it was proved that a letter had been sent to S. on the day the allotments were sent round, which the secretary believed did contain a notice of the allotment of the shares to S. :-Held, that the presumption was, that it did contain such a notice, and that S. could not now escape his liability. Sparling's Case, National Funds Assurance Co., In re, 26 W. R. 41. (3) AGREEMENT TO TAKE. (c) Allotment. executed a blank transfer of the shares which had been allotted to him, at the request of 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 afterwards wound up :Held, 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 contributories for the number of shares allotted to him, with £3 only paid up. Crawley's Case, Peruvian Ry., In re, L. R. 4 Ch. 322; 20 L. T. 96; 17 W. R. 454. Allottee Directing Notice to Another.]De R. having applied for shares, wrote to the company requesting that the letter of allotment might be handed to H., who was one of the promoters of the company. Shortly after the shares were allotted to De R., and on H.'s applying for the allotment, a bundle which contained numerous letters of allotment was handed to him. It was disputed whether the allotment to De R. was amongst these, but it was proved, that when H. received the bundle De R.'s letter to the company had not been posted, but it was afterwards sent by De R. to H., and by him produced to the company. De R. never paid anything in respect of the shares-Held, that the letter, though not in H.'s hands when he received the allotment, was a ratification of what he did, and the evidence showing that the allotment letter of De R.'s shares was in the bundle handed to H., De R. had notice of the allotment, and must be settled on the list. De Rosaz, Ex p., 21 L. T. 10. Agent to Receive Notice.]-Shares were allotted to L. without his knowledge, on the application of M. Afterwards L., at M.'s request, sent in a formal application for the shares. No notice of allotment was sent to him. M. paid the deposit on the shares, and received the share certificates, and also a dividend which was subsequently declared. L.'s name was on the register when the company was ordered to be wound up ::-Held, that L. had constituted M. his agent to accept the shares, and that he was properly placed on the list as a contributory of the company. Levita's Case, International Contract Co., In re, 39 L. J. Ch. 673; L. R. 5 Ch. 489; 22 L. T. 395; 18 W. R. 476. Allottee Attending Meeting.]-L. applied for 1,000 shares in a company, as trustee for M. No letter of allotment was sent to L., but his name was put upon the register in respect of those shares and advertised as a director. He attended a meeting of directors, and took no steps to have his name removed for two years -Held, that he was a contributory in respect of the 1,000 shares. Levita's Case, L. R. 3 Ch. 36; 17 L. T. 137; 16 W. R. 95. Presumption as to Receipt.]-S. had agreed to take shares in a company and place them among his friends. He did so, and never paid anything on them himself. They were the Notice when Immaterial.]-When manager of a company forwarded to T. notice that he was entitled to shares in the company, accompanied by a form of application for shares, and he signed the form of application and returned it to the manager :-Held, that he was liable as a shareholder, notice of allotment being immaterial. Brown and Tucker's Case; United Ports and General Insurance Co., In re, 25 L. T. 654; 20 W. R. 88. Shares in a limited liability company were applied for, and the applicant gave a cheque for the amount of the deposit to the secretary of the company, with a stipulation that if the applicant did not get the shares in a few days the secretary should return him the cheque or the money. The shares were allotted to the applicant two days afterwards, and his name was entered as that of an allottee in one of the company's books; no issue of the shares, however, or notification of their allotment, was made to him; nor did he pay the additional amount payable on the shares on their allotment. The company being wound up under the Companies Act, 1862-Held, that the applicant was properly placed on the list of contributories, the contract between the company and the applicant having become perfect and binding upon the latter when the allotment was made, and notice of the allotment not being necessary to perfect the contract. New Theatre Co., In re; Bloxam's Case, 4 De G. J. & S. 447; 33 L. J. Ch. 574; 10 L. T. 772; 12 W. R. 995. Upon the contract between the liquidators of A. company and the promoters of B. com. pany for the transfer of the property of A. company to B. company, part of the consideration agreed upon was that the liquidators of A. company should receive for themselves or their nominees shares in B. company, which should import a liability of 10s. per share; and it was also agreed that in case of these shares not being taken up, the liquidators of A. company might re-transfer them to B. company without incurring any liability. The articles of B. company further provided that no person should be deemed to have accepted shares unless he had testified his acceptance in writing or paid a deposit. The contract was registered with the articles. The liquidators of A. company sent in their application in writing for shares, requesting an allotment to their joint names of 3,919 shares, importing a liability of 10s. each. Those shares were allotted to them, and their names registered in respect thereof, but no notice of allotment was (b) Post, by. that even if the resolution cancelling the allotment had been passed, the directors had no power under a general authority to compromise proceedings, &c., contained in the articles of association, to sanction A.'s withdrawal; and that as between A. and the company the entry in the allotment book was sufficient. Adams' Case; United Ports Co., In re, 41 L. J. Ch. 270; L. R. 13 Eq. 474; 26 L. T. 124; 20 W. R. 356. (3) AGREEMENT TO TAKE. (c) Allotment. (iii) Notice of. sent to them, nor did they ever formally testify acceptance, except by recital and acknowledgment in the deed of assignment whereby the transfer to B. company was carried out. No re-transfer to B. company was ever made by them :-Held, that the provision in the articles of B. company as to acceptances of allotment did not apply, no formal notice of allotment being requisite under the circumstances, and that the names of the liquidators of A. company were rightly registered as members, and their names being still on the register at the winding-up of B. company, they must be settled upon the list of contributories to the extent to which the shares allotted to them were unpaid. Basque Consolidated Silver Mining Co,, In re; Dyett and Louttit's Case, 43 L. T. 85. Director-Presumption.]-When no share qualification is necessary, the mere fact of acting as a director of the company, and of attendance at meetings in that character, is not enough to fix a man with knowledge that his name has been entered on the share register, and with consequent liability, if he neither applied for shares nor received any notice of allotment. Wincham Shipbuilding, Boiler and Salt Co., In re; Hallmark's Case, 47 L. J. Ch. 868; 9 Ch. D. 329; 38 L. T. 660; 26 W. R. 824. There is no presumption of law that a director knows the contents of the books of the company. Ib. Director-Allotment Committee-Agency.] -An allotment committee is an agent of a director for the purpose of the allotment of the shares to him, and it was not necessary to give him notice of the allotment. Harward's Case; Great Oceanic Telegraph Co., In re, 41 L. J. Ch. 283; L. R. 13 Eq. 30; 25 L. T. 690. Imputed Notice.]-B. Company agreed to transfer its business to P. Company. One of the terms of such agreement (which was sanctioned by the court under the winding-up of B. Company) was, that the holders of shares in B. Company should receive an equal number of shares in P. Company. A circular letter was sent by P. Company to the shareholders in B. Company referring to these terms, and requesting the B. shareholders to fill in a form of application for the shares to which they were entitled under the agreement. A., holder of fifty shares in B. Company, filled in and returned this form, applying for fifty shares in P. Company. The directors of P. Company by resolution allotted to him that number of shares. Before receiving notice of allotment A. wrote to withdraw his application. After considerable delay the solicitor of P. Company, to whom the question of A.'s withdrawal had been referred by the directors wrote to A. stating (erroneously as now appeared), that by a resolution of the board the allotment of shares to him had been cancelled. The company had no share register, but A.'s name was entered in their allotment-book for fifty shares, though no particular shares were appropriated to him-Held, that as soon as A.'s application had been accepted by the company, there was a binding contract between them without any notice of allotment being given to A.; Delay in giving Notice of Allotment-Repudiation of Shares after Winding-up.]— In July, 1882, B., who was residing in the Cape Colony, at the solicitation of the local agent of a company, signed an application for shares in the company. The company was not registered until December, 1883, when shares were allotted to B., and a notice of allotment sent to him which he received in February, 1884. B. then called upon the local agent and verbally repudiated the shares; but the local agent stated he was not then instructed in the matter. B. then proceeded to this country, and arrived here on May 29, 1884. On June 6, 1884, he took proceedings to have his name removed from the register of shareholders. On May 23, 1884, a petition for the winding-up of the company was presented, and a winding-up order was subsequently made thereon -Held, that as B. had not repudiated the shares in any effective way until after the winding-up of the company commenced, he was liable as a contributory in the winding-up. Land Loan Mortgage and General Trust Co. of South Africa, In re; Boyle's Case, 54 L. J. Ch. 550; 52 L. T. 501; 33 W. R. 450. tors. b. Post, by. Contract Complete on Posting.]—A letter of application for shares in company was put into the post, and was duly received by the direcA committee appointed by the directors allotted 100 shares to the applicant, and the secretary of the company put into the post a letter addressed to the applicant informing him, that the shares had been allotted to him, and that 10 per cent, interest would be charged on the balance due in respect of the shares. The letter was duly received by the applicant, but before he received it he had sent by post a letter declining to accept any shares :-Held, that the contract was completed when the letter announcing the allotment of the shares was put into the post. Imperial Land Co. of Marseilles, In re; Harris's Case, 41 L. J. Ch. 621; L. R. 7 Ch. 587; 26 L. T. 781; 20 W. R. 690. Held, also, that the provision for payment of interest on the balance was not a new term introduced into the contract. Ib. Held, also, that under the articles of association of the company, the allotment of shares by a committee instead of by the whole board of directors was valid. Ib. The defendant applied for shares in the plaintiff company. The company allotted the shares to the defendant, and duly addressed to him and posted a letter containing the notice of allotment, but the letter never was received by him-Held, by Baggallay and Thesiger, L.JJ., Bramwell, L.J., dissenting, that the defendant was a shareholder. 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