Upon motion by way of appeal, &c., and it appearing by the evidence Form 199. that sums amounting to 6,2507. were paid by the defts. C., G., and R., Order on some or one of them, in respect of charges and expenses connected with appeal. the formation of the plt. co., and the plts. by their bill having submitted to have deducted from the sum claimed by them from the same defts. a reasonable sum by way of commission for their services in the formation of the co., and also a reasonable sum in respect of the said charges and expenses, and the plts.' counsel not objecting to the amount of such charges and expenses being paid at 6,2507. And the Court being of opinion that 9,000l. is a reasonable amount to be allowed to same defts. for such commission: And defts. C. and R. not claiming any part of said commission nor any repayment in respect of said 6,2507. And plts. electing to take and the defts. C., G., and R. respectively, consenting that the plts. shall take several judgments against the same defts. for the sums hereinafter mentioned. Order, that judgment of 25 Ap., 1877, be varied as follows, namely, Deft. C., within fourteen days after service of order to pay to plt. co. 12,0007., with interest at 4 p. c. p. a. from 26 Ap., 1873. And [like order on R. for 7,000l. and on G. for 57,750%.] being the said sum of 85,000l., which by the said order the said defts. C., G., and R., were jointly and severally ordered to pay less, &c. And in case G. shall duly and fully pay said 57,750l. and interest, said deft. is to be at liberty to deduct therefrom 9,000l. in respect of such commission as aforesaid. But [option to G. to have inquiry in chambers as to expenses of forming Co., and if amount found more or less than 6,2501., direction for payment of difference by him or the company, as a case may be]. Defts. not to be prejudiced in respect of appeal by anything in the judgment. Variation of order of V.-C. as to costs. Bagnall v. Carlton, Ct. of App., 8 Aug., 1877, A. 1742.

See also Form 198.

promoters.

The issues directed to be tried by order dated 22 Nov., 1878, coming Form 200. on for trial on 20 Feb., 1879, and this day before this Court, and upon Trial of issues motion for M. G. this day made, &c. By consent, order that the deft. in action M. G. do, on or before 30 June, 1879, pay to the plt. co. 2,2501., with against interest at 4 p. c. p. a. from 12 May, 1872, to the day of payment in full satisfaction and discharge of all claims of the plt. co. against the said deft. under the said issues or either of them, and let deft. M. G. pay to the plt. co. one moiety of the costs of the said issues: Liberty for co. to apply as to payment by the said M. G. of the 2,2501.: And deft. A. G. admitting that he was a promoter of the said co., and the deft. A. G. admitting that the agreements dated, &c. were not filed with the Registrar of Joint Stock Companies, this Court doth find as to the second issue that the deft. A. G. received as profit under the agreements of 2 Nov., 1871, and 5 Dec. 1871, or one of them, the sum of 108,1887. 6s. 11d. as a promoter of the said company, without the

Form 200. knowledge of the company, and that the said deft. is accountable to the co. for the same, (less the sum of 2,2501., ordered by consent to be paid by the deft. M. G. to the plt. co. if the same shall be paid by him, or so much thereof as shall be paid by the said last-named deft.) with interest at the rate of 4 p. c. p. a. on 46,6627. 58. 6d. from 31 Dec., 1871, and on the residue from 30 June, 1872. Emma Silver Mining Co. v. Grant, M. R., 26 Feb., 1879, A. 921; 11 C. D. 941.

This was another case of secret profits made by a promoter. On 29 July, 1880, the plaintiff company moved for judgment for leave to prove in the defendant's liquidation, and also for a personal judgment against him. Jessel, M. R., held [24 Sol. J. 763] that the debt to the company had been incurred by fraud and breach of trust, and accordingly, that having regard to s. 49 of the Bankruptcy Act, 1869, the defendant's discharge in the liquidation did not release him, and judgment was given accordingly. See also Ex parte Hemming, 13 C. D. 163.

Form 201. Director ordered to pay value of shares.

Minute of judgment: This Court doth order and adjudge that the defendant, John Grove, do, within one calendar month after service of this order, pay to the plaintiffs, the Nant-y-Glo, &c., Co., the sum of 4,0007., being 807. per share on each of the 50 shares so transferred to him as in the pleadings mentioned, together with interest thereon at the rate of 4 per cent. per annum from the 8th of September, 1871, the date of such transfer. Defendant J. Grove to pay the costs of the action. Nant-y-Glo and Blaina Iron Works Co. v. Grove, Bacon, V.-C., March 19, 1878; Reg. Lib., 1878, B. 573. See Report, 12 C. D. 738.

In this case the defendant G. became a director at the request of the promoters, and he accepted from them a present of 50 fully paid-up shares of 1007. each. It was admitted that at the time they were transferred to him or shortly afterwards, they were worth 807. per share. They subsequently fell to 17. per share. The company claimed a declaration that G. was a trustee for the company of the shares or of the value thereof, at the election of the company, and judgment was given as above.

See also orders against directors under s. 165 of the Companies Act, 1862, infra. Forms 543, et seq.

Form 202. Promoter and

director ordered to refund profits.

Let the deft., S., on or before the 15 Nov., 1879, pay to the plt. co. 8,8007., being part of the 10,000l. profits made by him on the sale of the South Durham Iron Works to the plt. co. as in the pleadings mentioned: And declare that the said deft, be charged with interest upon the said 10,000l. profit (or on so much thereof as he received from time to time) at 5 p. c. p. a. during such time as the said deft. received interest on the said sum or any part thereof, and that the said deft. be charged with interest on the said 8,8007. at 4 p. c. p. a. from the date when he received the said sum of 10,000l. profit or any part thereof until payment: And let following inquiry be made :

1. An inquiry what (if any) sum or sums of money was or were

received by the said deft. from the co. in respect of interest on the said Form 202. 10,000l. or any part thereof: And let interest on the said 8,8007. be computed at 4 p. c. p. a. from the date of the receipt by the said deft. of the said sum of 10,000l. profit until payment of the amount thereof to be certified: And let the said deft., within fourteen days after the date of chief clerk's certificate, pay the amount thereby certified to be due to the plt. co.

Deft. S. to pay to the plt. co. their costs of action, to be taxed, &c., and to include the costs of the copies of the correspondence, minutes of shareholders, and directors' meetings, short-hand notes of the witnesses' depositions, and certain other documents supplied for the use of the judge: And let H. and B. take all necessary steps and sign all necessary documents for the purpose of procuring payment out to the plt. co. of the sum of 2007. deposited in their joint names in the Bank

as security for costs pursuant to the said order, dated the 1st of March, 1879 [infra, Form 233]: And any of the parties are to be at liberty to apply. South Durham Iron Works Co. v. Shaw, Hall, V.-C., 29 July, 1879.

In this case the defendant S. purchased the iron works and resold them to the company of which he was a promoter and director, making a secret profit of 10,0007. He was held liable as above. See W. N. 1879, 159.

Upon the application of S. and M., the off. liqs., &c. Let the appli- Form 203 cants as such off. liqs. be at liberty to commence and prosecute an Liberty to take action in the name of the above co., against the former directors of proceedings against direcco., and against the personal representatives of such former directors as tors to recover may have died since the order to wind up, for and in respect of certain promotion promotion monies and qualification shares divided among them; but the money. applicants are to apply for the directions of the Judge as to the further conduct of the action when and so soon as the defts. have delivered their respective statements of defence. Auvergne Bituminous Rock Co., Malins, V.-C., 13 Nov. 1879. A. 2117.

Upon the application of the off. liqs. Order that the sanction of the Form 204. court be accorded to the off. liqs. refraining from taking legal proceed- Order not ings against the promoters of the co., and the comps. amalgamated; to proceed costs to be costs in winding up. Cape Breton Co., Malins, V.-C., 12 June, 1879, A. 1288.

against promoters.

Form 205.

Upon the application of the plts. &c. Let upon the deft. Lord L. paying to W. the off. liq. of co. within fourteen days from the entry Compromise of this order, 1,0007. in satisfaction and complete discharge of all claims of action. and demands of the co. in respect of the matters in question in this action, and also in satisfaction and complete discharge of all claims by

Form 205. the said off. liq. of the co., in respect of the sum of 1,0007. and taxed costs amounting to 7., directed to be paid by the said deft. pursuant to an order of 30 Nov., 1876, this action stand dismissed as against the said deft. without costs, but without prejudice in any way to the rights or claims of the plt. co. against the remaining defts. and all other persons in respect of the matters in question in this action. Lisbon Steam Tramways v. Grant, Malins, V.-C., 20 June, 1878, B. 1290.

Form 206.

of shares.

IN ACTIONS TO RESTRAIN ULTRA VIRES PROCEEDINGS. Upon motion by way of appeal, &c. Discharge the order of 16 Feb., Order restrain- 1877, and let an injunction be awarded to restrain the deft. co. and the ing forfeiture directors thereof (other than the plt.), their and each of their officers, servants, and agents, from further proceeding with or in respect of the resolution for the forfeiture of the shares of the plt. in the said co., standing in the name of the plt. or in the name of H., as trustee for the plt. until judgment in this action or further order. And co. to pay plt. his costs of application, to be taxed, &c. And costs of both parties of application in Court below to be costs in the action. Johnson v. Lyttle's Iron Agency, Limd., Ct. of App., 28 Mar., 1877, A. 691; 5 C. Div. 687.

Actions to restrain the directors of a company from improperly forfeiting shares, or to invalidate a forfeiture are not uncommon. See supra, p. 107. The power to forfeit is construed very strictly, and any irregularity will invalidate the proceeding. Sometimes the question of the validity of a forfeiture is raised by an application to rectify the register of members. See Form 221.

Form 207. Another.

Undertaking as to damages. Let an injunction be awarded to restrain deft. co., and the defts. C., M. and J., the directors thereof, from striking out or erasing the name of the plt. from the register of the members of the deft. co., and from selling, re-allotting, or otherwise disposing of the plt.'s shares therein numbered, &c., inclusive, which, by a resolution of the directors of the deft. co. of the day of day of, are purported to be forfeited, or any of them, or otherwise acting upon the aforesaid resolution until judgment in this action, or until further order. Goulton v. London, &c., Co., Malins, V.-C., 7 June, 1877, A. 1180; Seton, 1656. See report of case, W. N., 1880, 141.

Form 208.

Judgir ent

granting per petual injunction against forfeiture.

Upon motion for judgment, &c., by counsel for the plt. for such order as upon the admissions of fact in the statement of defence, he is entitled to, and upon hearing counsel for the defts., and upon reading the pleadings in this action. Declare that the resolution of the board of directors of the deft. co. of the 26th Feb., 1877, in the statement of claims particularly mentioned, which declares, or purports to declare

the share of the plt. in the said co. to be forfeited, is invalid and void. Form 208. And let a perpetual injunction be awarded against the deft. co., restraining the said co. and the directors and officers and agents thereof, from removing the name of the plt. from the register of members of the deft. co., and from selling, re-alloting, or otherwise disposing of the said shares which the said resolutions purport to forfeit as aforesaid, or any of them, or otherwise acting upon the said resolutions; Let deft. co. pay to plt. his costs of the action, to be taxed, &c., in case the parties differ and the Court not requiring any trial of this action other than the said motion. Liberty to apply. Goulton v. London Architectural Brick Co., and C. N. and J., 1877, G. 89; Malins, V.-C., 5 July, 1877, A. 1364.

:

Upon motion for an injunction, &c. This Court doth order and Form 209. adjudge that a perpetual injunction be awarded against the defendants, Injunction to except the deft. co., and E. P. to restrain them from restraining or in restrain excluany way interfering with the plaintiff acting or attending as a director sion of director. of the defendant co.: and let the defts. M. and S. pay to the plaintiff his costs of this action, including his costs of this motion, such costs to be taxed, &c.; and let all further proceedings in this action, except for the purpose of carrying out this order, be stayed. Pulbrook v. Richmond, &c., Co., and its directors, M. R., 6 August, 1878, B. 1834. See 9 C. D. 610.

It will be observed that the company was not restrained, and accordingly the plaintiff was subsequently removed from office by a general meeting. Compare with The Queen v. Government Stock Invest. Co., 3 Q. B. D.

Usual undertaking. Let the defts., Elworthy Brothers, & Co., Form 210. Limited, and their secretary and agents, be restrained from holding or Order restrainallowing to be held, the annual general meeting of the deft. co. on the ing directors day of, and from summoning, or allowing to be summoned or from holding held, any meeting of the deft. co. until after the day of or improper until further order. Cannon v. Trask, Bacon, V.-C., 29 July, 1875, period. A. 1440; Seton, 266; 20 Eq. 669.

meeting at

Upon motion for an injunction, &c., by counsel for the plaintiffs, and Form 211. upon the application of co., by Messrs. U., adjourned from Chambers, &c. Restraining Let an injunction be awarded to restrain the defendants until the directors from hearing of the action, or further order from entering or causing to be improperly rejecting votes. entered, or suffering to remain entered in the minute book or books of proceedings of the plt. co. or otherwise to be or remain recorded in any book of the said co., any entry that or to the effect that the amendment in the indorsement on the writ of summons in this action mentioned