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411 mai de o f die Erasin tive H2 gif the marged vris de present az, and the position and prospects generally of the Company.

“The report of the late actors upon the Com pany's accounts up to July, 18ta

"And to appoint amors for the current year."

The statements in the above report relating to the amount miscribed, and to the extent to which the Company had carried on business, and the position of their works, at the time when the said report was made, are as follows:

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“From 10,000L to 12,000Z, being considered a sufficient sum to test the commercial value of the patent in furnaces of sufficiently large dimensions, calls amounting to 41. per share were made upon 3425 shares, being the number upon which deposits were paid by the subscribers.

"These calls produced about 12,000l. up to July last. "Up to last Summer the works were on a scale, which, while they were intended to admit of enlargement, was calculated for little more than experiment, and, being experimental, they did not go on continuously for any length of time; and, from last July, when their enlargement was determined on, they have, of course, been but little worked.

"It should be known that these erections and machinery compose a whole which can only be worked together, and therefore, from the month of August or September last, they have wholly ceased working. When they are recommenced, however, a few weeks only need elapse before all the results of a commercial undertaking may be reasonably expected."

In the auditors' report, from the commencement of the Company to the 30th June, 1852, which formed part of the report read at the above meeting, is the following paragraph :

"The 2001. given to Mr. Hills as part payment of calls on the fifty shares held by him, for his experiments at Dartmoor, and to obtain his services as a director, being a peculiar application of the capital of the Company, we think it should be brought under notice, although we are satisfied the directors formed the resolution on this subject with the best intentions."

The defendant did not attend this meeting, but subsequently received a printed report of it, and then for the first time became aware of the above facts mentioned in the said reports.

[The case then stated that between October, 1852, and January, 1858, seven further calls were made.]

The works of the Company were not in full operation till the month of January, 1855, and all the last seven calls were made by the directors, and not by a general meeting, or by the vote of the majority in value of the shareholders.

Due notice of the seven last calls was given to the defendant, but he did not pay any of them, and the plaintiffs claimed from him in this action the amount of those seven calls, except the second instalment of the last of them, and also interest at the rate of 51. per cent.

1861.

IRISH PEAT
Company

v.

PHILLIPS.

1861.

per annum from the days when the same were respecIRISH PEAT tively payable.

Company

V.

PHILLIPS.

The various applications for payment by the Company, through their secretaries or attorneys for the time being, and the replies of the defendant through his attorneys Messrs. C. & J. A. Morgan, are shewn by the following letters:

"61, Moorgate Street, 3d November, 1853. "Sir. I am instructed by the court of directors of The Irish Peat Company to apply to you for immediate payment of the sum of 50%., being the amount of calls upon the shares you now hold in that Company, and to inform you that unless that sum, together with 6s. 8d., my charge for this application, be paid to me in the course of this week, legal proceedings will forthwith be commenced against you for the recovery thereof, without further notice.

"I am, Sir, your obedient servant,
"H. Empson,

"Agent for Mullins & Paddison,
"Solicitors to the Company."

"John E. Phillips, Esq.,

"Stockbroker, Stock Exchange."

"15, Old Jewry, 4th November, 1853. "Sir. Mr. J. E. Phillips has handed us your letter to him of yesterday's date, demanding payment of 50l. for calls due to The Irish Peat Company in respect of shares held by him in that Company. In answer to your application, we have to inform you that Mr. Phillips declines to pay any further calls unless legally compelled, as, from the report of the directors of the 4th May last, it appears that the Company is not constituted on the basis of the prospectus under which he was induced to

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