Directors.

such an intention, the contract is good: if there was not such an intention, the contract is an "agreement by way of gaming or wagering" within the 18th sect. of the 8 & 9 Vict. c. 109, and by that section is null and void. Barry v. Croskey, 2 J. & H. 1.

Promotership deed-Shares taken for the purpose of registrationAnnuities to certain directors-Acquiescence.] E. B. and J. B., in 1854, by deed assigned leasehold premises, and the copyright of a book on life assurance, to trustees, in consideration of a sum of 1,000l. and annuities to each, with a view to form a Company. E. B. subscribed for 25,000 shares, and J. B. for 30,000; each paid such a sum for deposits as would leave 1,000l. due from each. In 1855, the directors accepted and confirmed the deed of 1854, and obtained the sanction of a general meeting to a loan to the Company from another Company. In 1856, H. M. B., a lawyer, became a shareholder and director. In December in the same year the directors passed a resolution that E. B. and J. B. should be relieved from all liability in respect of 20,000 each of their shares, and that the same should be assigned to trustees for the Company. These shares were originally taken to facilitate complete registration. H. M. B., early in 1858, filed a bill on behalf of himself and all other shareholders, except the defendants, against the directors and two shareholders, to set aside this transaction. Afterwards, in April, 1858, a general meeting of the shareholders was held, at which the directors were authorised to purchase these shares of E. B. and J. B. on their giving up the benefit of the deed of 1854. One of the Vice-Chancellors decided that the transaction of April 1858, was unimpeachable, either under the stat. 7 & 8 Vict. c. 110 (the Joint Stock Companies Act), or as contrary to the deed of settlement, and dismissed the bill, with costs. On appeal by the plaintiff, it was Held, affirming the decision, first that the plaintiff must be taken to have been all along cognizant of and to have acquiesced in the proceedings complained of; secondly, that as the whole of the transactions of the Company were entered in their books, he must be held to have had notice of them; and, thirdly, that whatever rights any of the shareholders, who were not precluded by knowledge and acquiescence from suing, might have, the plaintiff's bill could not be sustained, on account of his own incapacity, by reason of his knowledge and his subsequent conduct; his suit being similar to one instituted by a plaintiff who had released the defendants. Burt v. The British Nation Life Assurance Association, 28 L. J. 731, on appeal; 5 Jur. (N.Š.) 612; 33 L. T. 191.

Proceedings of directors and shareholders-Inspection of books.] A book of minutes of the proceedings of the general meetings of the Suareholders and a book of minutes of the proceedings of the directors, were kept, pursuant to the provisions of the deed of settlement of a Joint Stock Company, established and registered under stats. 7 & 8 Vict. c. 110, and 19 & 20 Vict. c. 47. By a clause in the deed, "the books wherein the proceedings of the Company are recorded, shall be kept at the offices of the Company, and shall be open to the inspection of the shareholders every day," between certain hours.

Directors.

On the application of a shareholder for a mandamus to allow him to inspect the books of the minutes of the proceedings of the Company: Held, that he was not entitled, under this clause, or sect. 33 of stat. 7 & 8 Vict. c. 110, to inspect the book of minutes of the proceedings of the directors. Reg. v. The Mariquita and New Granada Mining Company, 5 Jur. (Ñ.S.) 725, Q.B.

Liability of individual directors to give inspection of documents.] In an action against an incorporated Company which had ceased to carry on business, a director of the Company may be ordered by the court or a judge to give to the plaintiff inspection of documents not denied to be in his possession or under his control. Lacharme v. Watch Rock Manposa Gold Mining Company, 6 L. T. Rep. (N.S.) 502.

Appointment by directors of one of their body to be manager at a salary-Validity of appointment-Mine.]-The defendants were a Joint Stock Company, incorporated by the registration of a memorandum of association under the 19 & 20 Vict. c. 47, but no articles of association were executed. Before the first general meeting the subscribers of the memorandum of association, acting as directors of the Company, appointed one of their own number manager of the mine, at a salary of 350l. a-year: Held, that, under the provisions contained in Table B., the subscribers of the memorandum of association, as directors, had power to make the appointment, and that it was not illegal either at common law or otherwise. Eales v. The Cumberland Black Lead Mine Company, 6 H. & N. 481; 30 L. J. 141, Ex.

Directors making contract ultra vires, if contract not binding on Company will not be enforced to perform contract, or make good their representations.] Directors having entered into a contract, ultra vires, and which was not binding on the Company: Held that it could be neither specifically performed, nor could the court order them to make good their representations. Ellis v. Colman, 25 Beav. 662.

Drawing and acceptance of bills by directors, ultra vires-Notice of terms of deed of settlement.] The Port of London Shipowners' Loan and Assurance Company was amalgamated with the Sea Fire LifeAssurance Society by a deed which was subsequently judicially declared to be illegal and void. By the deed of settlement of the latter Company, the directors were authorised to draw and accept bills for the purposes of the Company. The plaintiffs had before the so-called amalgamation effected a policy with the Port of London Company, upon which they sustained a loss, in satisfaction of which the directors of the Sea Fire Life Society, after the amalgamation, gave them a bill drawn by them upon their cashier: Held, that the latter Company were not held liable upon this bill, it not having been drawn for the legitimate purposes of the Company, and the plaintiff being bound to take notice of the contents of the deed of settlement, and therefore cognizant of the want of authority in the directors to draw the bill. Balfour v. Ernest, 5 C. B. (N.S.) 601.

Dividend-Execution.

DIVIDEND.

Construction of clause in deed with reference to.] Construction of the deed of association of a Joint Stock Banking Company, composed of shareholders whose shares had been created at different times, and upon some of which the amount of the shares had, and upon others had not been required to be paid up, as governing the rights of such several classes of shareholders, with reference to a provision enabling the directors to declare a dividend out of the profits, "and to apply such dividend either as a bonus to be added to the respective shares, or as interest or dividend upon shares, or upon the amount paid up in respect of such shares, or as part bonus and part interest, or dividend, or otherwise, as they may deem most expedient, and to divide such dividends or bonus into as many equal parts as there shall be shares then held in the capital of the company." Wilkinson v. Cummins, 11 Hare, 337.

DOCK COMPANY.

Duty of Dock Company-Negligence.] Plantiffs were owners of a ship, and defendants the proprietors of docks and a basin connected therewith, with power to charge tolls for their use, and they advertised that the docks were fit for the reception of vessels of 1000 tons burden and upwards. The dock was connected with a tidal river by a basin, which was still incomplete and in a state of excavation. A channel of about 540 feet in length had been cut to about the depth of the dock sill of the width of seventy feet from the dock to the entrance of the river, a bank being left on either side. At high water the whole of the basin was covered, and no public notice of its state had been given, nor had the channel been marked by buoys or otherwise. The plaintiffs' vessel, a barque of 674 tons, entered the dock unladen, and having taken a cargo of coals she was attempting to come out at a high spring tide, when she grounded on one of the banks of the channel; a pilot was in charge, and there was no mismanagement on the part of the crew: Held (affirming the judgment of the court below), that it was the duty of the defendants to take reasonable care that their dock and basin were kept so free from obstruction as that those using them might do so without danger to their lives or property; that they had, under the above circumstances, been guilty of a negligent breach of such duty, and were liable in an action brought against them by the plaintiffs for the loss of their ship. Thompson and others v. The North Eastern Railway Company, 6 L. T. Rep. (N.S.) 127.

EXECUTION.

Notice.] It is no objection to the notice of an intended application against a shareholder, under the 7 & 8 Vict. c. 113, that it intimates an intention to apply "to the court or to a judge thereof." Bendy v. Harding, 1 C. B. (N.S.) 551.

Identity. In the notice of the intended application against a shareholder under the 7 & 8 Vict. c. 113, the party was described as "John

Execution.

Marshall." In the memorial last filed he was described as "John S. Marshall." There was an affidavit of identity: Held, that to be sufficient. Thomson v. Harding, 1 C. B. (N.S.) 555.

Judgment in Ireland-Warrant of attorney for judgment in England.] By sects. 50 and 57 of stat. 11 & 12 Vict. c. 45, the official manager is brought within sect. 12 of stat. 6 Geo. 4, c. 42, so that upon a judgment against him obtained in Ireland a warrant of attorney to confess judgment in England may be given in pursuance of stat. 6 Geo. 4, c. 42, s. 12, which will have the same effect as a judgment against the 'public officer. Walker v. M'Dowall, 3 Jur. (N.S.) 1,078, Q. B.; 29 L. T. 246.

Scire facias against shareholders.] The shareholders of a Joint Stock Company against whom execution may be issued by scire facias under the 8 & 9 Vict. c. 16, s. 36, on failure of the property or effects of the Company, are the shareholders_at_the time of the, sheriff's return nulla bona. Nixon v. Green, 25 L. J. 209, Ex.

Sufficiency of Affidavits.] Affidavit of a director of the Company, stating that on a certain day the Company discontinued to carry on its business and was wholly insolvent; and that its funds, property, and assets were, and had since continued totally exhausted; and that there were no funds, property, or assets of or belonging to the Company, or any other means whatsoever from or by which the plaintiff could recover or enforce payment of the judgment-debt; and of the sheriff's officer to whom a fi. fa. against the Company had been delivered for execution, stating that he went to the only place in London where the Company had carried on its business and found the place deserted, and from information and personal inspection ascertained that they had no goods or property there: Held, sufficient to entitle the judgment-creditor to execution against a shareholder under the 7 & 8 Vict. c. 110, s. 68. Ridgway v. Security Mutual Life Assurance Society, 18 C. B. 686.

Against shareholder.] Under stat. 7 & 8 Vict. c. 113, s. 10, if judgment has been obtained against a Joint Stock Bank, and execution against them being ineffectual, it is sought to charge a shareholder, such shareholder cannot resist the claim on the ground that he was induced to become a shareholder by fraud on the part of the bank, and repudiated the shares after the bank had become bankrupt, but as soon as he discovered the fraud, the judgment creditor being no party to the fraud. The fact that the party charged is a shareholder is (at any rate primâ facie) sufficiently shown by his name appearing on the registered memorial at the time of the judgment being recovered. Although such memorial varies in some particulars from the register prescribed in stat. 7 & 8 Vict. c. 113, s. 16, and Schedules (A.) (B.); as in referring to a wrong act of Parliament at the head of the memorial, and in signatures not having been affixed at the proper times. Henderson v. Royal British Bank, 7 E. & B. 356.

Scire facias-Alleged set-off] It is no answer to a motion for a scire facias against a shareholder of a Joint Stock Company upon a

Execution-Forfeiture.

judgment obtained against the Company, that the Company is indebted to the shareholder against whom execution is sought to a greater amount than that of his unpaid calls, for moneys disbursed by him as a director on behalf of the Company. Wyatt v. Darenth Valley Railway Company, 2 C. B. (N.S.) 114.

Against shareholders in Joint Stock Bank-Memorial of shareholders.] A shareholder whose name is properly inserted in the delivered memorial remains liable to execution under the 13th section of the 7 & 8 Vict. c. 113, although he has subsequently bonâ fide transferred his shares, and the transfer-deed has been duly executed by the transferree, and registered under sect. 23. Fry v. Russell, 3 C. B. (N.S.) 665.

Joint Stock Banking Company-Memorial of shareholders.] After the death of a shareholder in a Joint Stock Banking Company his name was inserted in the last-delivered memorial of shareholders. Judgment in an action of debt was a few months afterwards recovered against the Company: Held, that proceedings could not be taken to enforce the judgment against the effects of the deceased in the hands of his executors on failure of the effects of the Company to satisfy the judgment, although sect. 21 of the stat. 7 & 8 Vict. c. 113, says, that the persons whose names shall appear in the last-delivered memorial, and their legal representatives, shall be liable to legal proceedings as existing shareholders of the Company; for the term " persons" in that section applies only to individuals living at the time the memorial is filed. Powis v. Butler, 27 L. J. 249, C.P. in error; 4 Jur. (N.S.) 614.

Against shareholder-Repudiation of shares.] To an application for execution against a shareholder of a Joint Stock Bank under the 7 & 8 Vict. c. 113, s. 10, it is no answer that he was induced by the fraud of the directors to purchase the shares, and that, as soon as he discovered the fraud, and before the application, he repudiated the shares. The provisions of the 7 & 8 Vict. c. 113, ss. 16, 17, as to the memorial of shareholders, are merely directory, and therefore a person whose name is on the memorial is liable as a shareholder notwithstanding the memorial is not in the form prescribed by that act. Danieli v. Royal British Bank, 1 H. & N. 681; 3 Jur. (N.S ) 119.

Service of rule for.] Service of a rule for an execution against a shareholder of a Joint Stock Company must be personal, or by leaving it at his last known place of abode; delivering it to his attorney will not do. Edwards v. Kilkenny and Great Southern and Western Railway Company, 1 C. B. (N.S.) 409.

See BANKING COMPANY, CONTRACT, WINDING-UP.

FORFEITURE.

Forfeiture of shares ultra vires where no power to forfeit in the deed. There is no inherent power in the directors, or in a general meeting of the shareholders in a Company, to declare a forfeiture of shares. Barton's case, re the National Patent Steam Fuel Company, 4 Drew. 535; 23 L. J. 637, Ch.

[Affirmed by the Lords Justices on appeal.]