1851. being construed. I cannot say that that case is quite PARKINSON'S Satisfactory to my mind; but I think that it is sufficient TRUST. to say that the decision turned, very much, on the specialty of the language of the will in that case. At all events, it is not a case at all strictly analogous to the present; and I do not think I can act upon it. Mr. Phillips suggested that there was no case in which the Court had given effect to the words, "and their families,” when coupled with a gift to the parents. There are, however, cases in which the Court has put a construction on the word, 'family,' and held it to mean, 'children,' as it does in common parlance. I allude to Barnes v. Patch (b) and Wood v. Wood (c). That the testator here used the word in that sense, is quite obvious; for none of his sisters had been married longer than seven or eight years, and one of them had been married only a month, and another was not married at all; and, therefore, none of them could have any family except children, and two of them might not have even a child; which accounts for his saying, 'if any.' The question then is whether the word, 'family,' becomes incapable of interpretation when the bequest is a bequest to the parents and their families? I cannot see any reason for that. And, in Woods v. Woods (d), Lord Cottenham held that a gift to a woman, towards her support and her family, gave the children an interest. He did not suppose that the children were necessarily excluded, because the gift was coupled with a gift to the parent and in Beales v. Crisford (e), the late ViceChancellor of England held the same thing. But the will in that case was so strangely worded, that it is hardly an authority for anything. I do not think, however, that I can reject these words, as being incapable (b) 8 Ves. 604. (d) 1 Myl. & Cr. 401. of interpretation. On the contrary, I think that it is perfectly obvious that what the testator meant was: "my sisters and their children:" he meant to include the children. The Mr. Elderton contended that the testator had, in effect, said: "I give to my sisters for their lives, and, after their deaths to all their children :" but my answer to that is that that is not what the testator has said. only authority appearing to support that view of the case, was a case before Vice-Chancellor Knight Bruce about a year ago, of Froggett v. Wardell (f): but I cannot rely on that case and the learned Judge who decided it would be the last to say that it is a decision which governs this case. It turned on the special circumstances of the case: and, like Robinson v. Waddelow, it cannot govern any other case. The result of my consideration of this question, is that the property must be divided into fifths, and that each of the sisters and such of her children as she had living at the death of the testator, are entitled to take one-fifth, as joint-tenants. Declare that each sister of the testator, together with the children that she had, if any, living at the death of the testator, became entitled, expectant on the decease of the widow, to one-fifth of the residuary estate. And, the trustees undertaking to dispose of four-fifths of the fund according to that declaration, let those four-fifths be re-transferred to them; and let the remaining fifth be carried over to the account of the testator's sister, Elizabeth, and her family, if any. (f) 14 Jurist, 1101. 1851. PARKINSON'S 1851: 20th January. Joint-stock companies winding up Acts. Creditor. The registered secretary to a provisionally registered Company, in pursuance of instructions given to him at a meet ing of the mem bers or committee of the IN THE WINDING-UP OF THE DIRECT WEST-END AND CROYDON RAILWAY COMPANY. EX PARTE LLOYD. LLOYD, an advertising agent, claimed, before the Master charged with the winding-up of the above-mentioned provisionally registered Company, to be a creditor for 7791., being the balance of an account due to him, from the Company, for advertising and causing to be advertised divers advertisements and public anouncements in divers newspapers, at the request of the Company. It appeared that all the orders for the advertisements were given to him by the registered secretary to the Company; and that general instructions and authority had been given, to the secretary, at a meeting of the members or a committee of the Company, to duly advertise the scheme, proceedings and requisitions of the Company; but the names of the persons who were present at that meeting, were wholly unknown to Lloyd, and therefore the Master considered that he had not established a debt against any particular persons, or and afterwards against the whole class of contributories, and declined claimed, before to admit the claim as a proof, but admitted it as a the Master charged with the claim. winding-up of Company, gave orders to an advertising agent to cause the scheme, &c. of the Company to be advertised. The agent executed the orders, and paid for the advertisements; the Company, to be admitted a creditor of the Company for the amount paid by him; but he did not know the names of the persons present at the meeting. The Master declined to admit the claim as a proof, because the affidavits in support of it, did not establish a debt against any particular persons or against the whole class of contributories: and the Court, on appeal, confirmed the Master's decision. The Court was now moved, on Lloyd's behalf, that the Master might be ordered to admit the claim as a proof. Mr. Rolt supported the motion, and Mr. Bethell opposed it, for the official manager. Mr. Rolt said: The list of contributories is not yet finally settled; and the Master seems to have considered that as my client had not shown that every person whose name might be put on the list, gave the order for the advertisements, he could not admit the claim as a debt. No doubt the Master may, as in bankruptcy, admit what may ripen into a debt, as a claim; but he must admit every thing that is a debt, as a debt, and not as a claim. Lloyd caused the advertisements to be published, in consequence of orders given to him by the registered secretary of the Company; and the Company authorized their secretary to give the orders; therefore, we have fixed a debt upon the Company. The Vice-Chancellor.-Provisionally registered companies are not quasi corporations. They are merely associations of individuals formed for a particular purpose. You must show which of those individuals are liable to you. Mr. Rolt. They are associations acting together for a common object, and having a common officer, who, in the ordinary course of business, acts on their behalf, and whose acts bind them. The creditors are not to determine who constitute the association, or in what proportions the members of it are liable to the debts. matters are left for future consideration. to be ascertained first, and then the contributories; as appears from the Winding-up Act of 1848, where the seventy-first and four following sections relate, exclu Those The debts are 1851. EX PARTE 1851. EX PARTE sively, to debts, and the seventy-sixth begins to give directions as to contributories. See also the 28th sect. of the Act of 1849. Mr. Bethell:-Mr. Lloyd seeks to have his claim admitted as a debt of the whole body of contributories: but only those members of the provisional committee who were present at the meeting at which the secretary was authorized to give the orders for the advertisements, are liable to him; and, as he was unable to show which of the members were present at that meeting, the Master was right in admitting his claim, merely as such. The 84th sect. of the Act of 1848, empowers the Master to make calls on individual contributories, so far as they may be liable to pay the same; and all that the Court can now do, is to allow Mr. Lloyd to go back, to the Master, and point out the persons who are liable to him. Mr. Rolt replied. The VICE-CHANCELLOR: The Master was quite right in not admitting Mr. Lloyd's claim as a proof; for, if he had admitted it as a proof, he would have decided that the whole body of contributories was liable to Mr. Lloyd. The only question is whether he has not done too much in admitting it as a claim. Provisionally registered companies are not companies in the proper sense of the word: they are merely associations of individuals; and their liabilities must be dealt with as the liabilities of individuals. The Legislature, it is said, has spoken of such associations, as companies; but, though the Legislature may declare the law by enactment; yet they are not interpreters of the law: |