Schedule C., referred to in Article 9, is in the following form:

·

"Form of Certificate of Transfer.
"Transfer, No.

“I, A. B., secretary of the corporation incorporated
by Royal charter, by the name and style of The Irish
Peat Company, hereby certify that a deed of conveyance
No.
transfer shares in the said corporation
bearing the following numbers, viz., from
inclusive, has been deposited and registered in the books
of the corporation, this day of

"

to

185. Secretary."

In the month of March, 1851, after all the arrangements had been made for the Royal Charter of Incorporation being granted, and the terms of the charter had been settled, shortly before the actual date of the charter, the promoters of the Company issued preliminary prospectuses, and invited applications for shares.

One of these prospectuses came to the hands of the defendant before he was informed that his name had been placed on the list hereinafter mentioned.

The prospectuses so issued contained, among other things, the following statements.

"Capital, 120,0007., in 6000 shares of 201. each, with liberty to increase to 500,000%.

66

Deposit on allotment of shares, 2s.

"Call on each share on obtaining the charter, two pounds; two months afterwards a further call of one pound, and one pound more at the end of six months from the date of the charter. No further call until the works are in operation, nor then without the approval of a majority in value of the shareholders.

"In carrying out the views of The Irish Peat Company, it is computed that a capital of 10,000l. will be

66

1861.

IRISH PEAT
Company

V.

PHILLIPS.

1861.

IRISH PEAT
Company

v.

PHILLIPS.

adequate to the erection of an establishment provided
with all suitable apparatus for operating on 100 tons of
peat daily, or 36,500 tons per annum, and that it will
also be sufficient to provide the means of carrying on
the current expenses of the manufactory. The remain-
ing portion of the capital would therefore be expended
in the establishment of similar works in different parts
of the country."

The defendant did not himself make any application
for shares in the Company; but Messrs. Hutchinson &
Co., who were the brokers to the Company, without any
authority from the defendant, placed the defendant's
name on a list with other names, as a person to whom
shares might be allotted. Messrs. Hutchinson & Co. had
not at the time any direction or express authority to
place the name of the defendant on this list, or to apply
for shares for him, but they shortly afterwards informed
the defendant that they had so done, and he did not
repudiate or object to what they had done.

Upon this the Board of Directors allotted to the defendant 50 shares, and communicated the fact to him in the following letter of allotment, which was written on the day it bears date, and was received by the defendant on the following day.

"9, Old Jewry Chambers, London,

"The Irish Peat Company,

"March 24th, 1851.

"Incorporated by Royal Charter.

"Letter of Allotment.

"Sir. With reference to your application for shares in The Irish Peat Company, I am directed to acquaint you that the board having now obtained a Royal charter incorporating the Company, and having, with the sanction of the Board of Trade, purchased Mr. Reece's patent and all future improvements thereof for à

1

sixth of the shares in the Company (to be held by him as paid up), they have allotted to you 50 shares in this Company, subject to the payment of a deposit of 17. per share, amounting to 50%., which sum I have to request you will pay to The Royal British Bank, either at the Head Office, 16, Tokenhouse Yard, London, or the West End Branch, 429, Strand, Westminster, when this letter must be produced, and the above mentioned payment made, on or before the 4th day of April, 1851, or this letter will be void; and also subject to the following calls for payment in respect of each share, viz., 17. on 1st May next, 17. on 1st July next, and 17. on 1st September next, but to no further call until the works are in full operation, nor then without the approbation of the majority in value of the shareholders.

"This letter must be delivered up to the Bank on payment of the deposit, but on the production of the bankers' receipt (in the form annexed), and on your execution of the deed prepared in conformity with the provisions of the Royal charter, you will be entitled to 50 share certificates of the Company.

"I am, Sir,

"Your most obedient servant,
"Thomas M'Quige, Secretary.

"John E. Phillips, Esq."

Upon the 4th April, 1851, the defendant paid the deposit of 11. per share upon the number of shares so allotted to him, amounting to 50l., into The Royal British Bank, and delivered up to the Bank the said letter of allotment. Upon the 30th April, 1851, the defendant paid to the Company the first call of 11. per share upon all the said shares, being that mentioned in the letter of allotment as payable on the 1st May, 1851. Upon the 24th July, 1851, he paid the second

1861.

IRISH PEAT
Company

V.

PHILLIPS.

1861.

IRISH PEAT
Company

V.

PHILLIPS.

call of 17. per share upon all the said shares, being that mentioned in the letter of allotment as payable on the 1st of July, 1851, and upon the 5th September, 1851, he paid the third call of 17. per share upon all the said shares, being that mentioned in the letter of allotment as payable on the 1st September, 1851.

On the 29th July, 1852, a further call was made of 21. per share, payable by two instalments of 17. each, the first on the 1st September, 1852, and the second on the 1st November, 1852. Due notice of this call was given to the defendant, and he paid the first instalment of the call, upon the number of shares so allotted to him as aforesaid, upon the 4th September, 1852, and the second instalment upon the 30th October, 1852.

The defendant made these several payments in the belief that the statements contained in the said prospectus and letter of allotment, as to the times when calls beyond the first 47. would be made, would be acted upon by the Company.

Shortly after the incorporation of the Company, and after payment of the said deposit and first call, the name of the defendant was entered by the secretary of the Company upon the register of shareholders in the following form :

REGISTER OF SHAREHOLDERS.

REGISTERED Shares.

Register.
Name. Residence. Description. No. of Numbered
Stock
Shares.
No. 100. John E. Phillips Exchange. Stockbroker 50

from
to

And subsequently the name of the defendant was entered upon a second register in the following form:

CALLS PAID.

No. 1, 8, 9, 10, 1st; 10, 2nd;
11, 1st; 11, 2nd, 12th,
13th, 14th

Remarks.

Numbered
from

to

(L. S.)

No other registers were ever kept by the Company; but these registers have been from time to time regularly authenticated, as required by the deed of settlement, and the second register is that kept by the Company as the register of the present shareholders of the Company.

Except in the above two instances the defendant's name does not appear in the register books of the Company, and there are no statements in such registers of the times when the defendant's name was entered in them respectively.

The defendant never attended any meeting of the Company, nor ever interfered in any way, nor did anything whatever in respect of the affairs of the Company, except making the several payments hereinbefore mentioned.

He never executed the deed of settlement, nor was he asked to do so till the 26th day of March, 1856. He never saw or knew the contents of the charter or deed of settlement till after the commencement of this action. He never applied for or received the certificates for any shares, and no particular or numbered shares were ever allotted to him, or ever stood in his name in the register of shareholders or in any books of the Company.

A sum exceeding 60,000l. of the original capital of the Company was subscribed for within six calendar

1861.

IRISH PEAT
Company

V.

PHILLIPS.