Shares and Shareholder.

Forged transfer-Liability of Company to re-transfer.] T. and B. were in partnership, and took shares in the Midland Railway Company, as partnership property. B. forged T.'s name to a deed of transfer of the shares, purporting to be from T. and B. to L., for a nominal consideration. The Company acted on this deed, and entered the name of L. as proprietor, and paid the dividends to B. for L., but B. appropriated the same. T. having died before B.: Held, the administrator of T. had a right of suit in equity against the Company, to replace the stock, and pay over the dividends which had been fraudulently obtained by B.; and it made no difference that there was no person capable of bringing an action at law. Midland Railway Company v. Taylor, 6 L. T. Rep. (N.S.) 73.

Transfer of shares-Stamp office return.] A. being a shareholder in a Joint Stock Banking Company, by deed bearing date the 21st October, 1847, and registered in the book of the Company, assigned away his shares. The name of the assignee was entered as shareholder in the books of the Company; and A.'s name was omitted in the return of shareholders to the stamp office and his assignee's was inserted therein. A creditor having obtained a judgment against the official manager of the Company, registered an affidavit to charge A.'s lands, stating the judgment, and that A. was a shareholder in 1847, and that no transfer of his shares appeared to have been subsequently registered at the stamp office, but omitting any mention of the actual transfer; no scire facias was issued against A.: Held, that a Court of Equity ought to give relief against such registration, as being a mere cloud on A.'s title. Hone v. O'Flahertie, 9 Ir. Ch. R., 497.

Transfer-Fraud and Forgery-Right to sue in equity.] Though a right to an action at law and a right to sue in equity spring from the same transaction, and though the personal representative of the person having these rights may, by special circumstances, be prevented from maintaining an action at law, his right to sue in equity will not thereby be lost. T. and B. were partners. Stock was standing in the books of a railway Company in their joint names. B. sold out the stock by a deed which he executed, and to which he forged the name of T., but he continued to account to T. for the dividends, and T. died in ignorance of the forgery. T.'s personal representative afterwards filed a bill against the Company for a retransfer of the stock: Held, that though by the death of T. the right to an action at law was gone, the right to a suit in equity still remained, and a decree directing the Company to retransfer the stock was sustained. Midland Railway Company v. Taylor, 8 Ho. Lords, Cas. 751; 6 L. T. (N.S.) 73.

See CONTRACT, WINDING-UP, FORFEITURE.

VI. FORFEITURE.

Forfeiture-Non-payment of calls.] By an act incorporating a Joint Stock Company, the directors were empowered to make calls, giving twenty days' notice of the time and place of payment in the London Gazette, and in two or more of the London daily newspapers, and it

Shares and Shareholder.

was enacted, that, if any proprietor of shares should neglect or refuse to pay his calls "during the space of three calendar months next after the time appointed for payment thereof, the person so neglecting or refusing should absolutely forfeit all his share in the capital stock of the Company, and all profits and advantages thereof, to and for the use and benefit of the Company; and all shares so forfeited should or might at any time thereafter be sold at a public sale; but that no advantage should be taken of such forfeiture of any share or shares until after thirty days' notice should have been given by the directors under the hand of the clerk of the Company, to the owner thereof, by notice in writing left at his usual or last place of abode, nor unless the same should be declared to be forfeited at some general or special general meeting of the proprietors, which should be held not earlier than three calendar months next after the said forfeiture should happen." Held, by the Exchequer Chamber, on error, no absolute forfeiture until after the thirty days' notice. A., B., and Co. carried on business in Austin Friars. A.'s private residence being in Hyde Park Gardens. The firm stopped payment in September, 1847, and in March, 1848, the partnership was dissolved, though the office in Austin Friars was not closed for two or three years after. Upon the stoppage of the firm A. gave up his private residence, and in May, 1849, he went to reside on the Continent. Some time before May, 1852, a board was (but without the knowledge of A.) affixed to the office in Austin Friars, directing letters and communications for A., B. and Co. should be left at the office of C. Before A. left England, it was the duty of the clerk at the office in Austin Friars to forward all letters addressed to A., which came there, to his residence in Hyde Park Gardens; and after A. left England, B. gave directions that letters and communications for either of the partners should be forwarded to D. (who had been a member of the firm); and D. gave directions that all letters or communications for A. should be forwarded to E.; but E. had no authority to act for A. touching his private affairs. A. was the holder of 200 shares in the Company incorporated by the abovementioned act, and was one of the directors thereof. At a general meeting held in March, 1851, his shares were declared forfeited for non-payment of calls, and, on the 15th of May, 1852, a notice of the forfeiture, inclosed in an envelope addressed to A. was left with C., with a request that he would "procure the acceptance of service on behalf of A." C. believed he sent it to D., but neither of them had any recollection of having seen it; and it never reached the hands or came to the knowledge of A. Held, by the Exchequer Chamber, on error, not a sufficient service of the notice, although in the deed of transfer of the shares to him, in the resolution appointing him a director of the Company, and in every document signed by him in relation to the affairs of the Company, he was described as "of 8, Austin Friars." And held, that, in an action against the Company for improperly withholding the shares after a tender of the sum due for calls and interest, A. was entitled to recover their value at the market price of the day of the tender, deducting the amount of the calls and interest. Van Dieman's Land Company v. Cockerell, 1 C. B. (N.S.) 732, in error; 26 L. J. 203, C. P.

Solicitor-Torts.

SOLICITOR.

Purchase of property to resell to client by solicitor of inchoate Company-Restitution-Interest.] T. being appointed solicitor to an inchoate Joint Stock Company, or at least being paid afterwards for his services as solicitor at such time, and foreseeing that premises would be wanted for carrying on the business, arranged with R., who had recently purchased suitable premises, that such purchase should be for their joint account, and that R. should negotiate with the Company in his own name for the resale to the Company, concealing the fact that T. was interested as joint owner. T. and R. then acted in concert on this footing, and T. so arranged the negotiations, ostensibly acting as solicitor of the Company, and treating with R. as ostensibly the sole owner, that when the Company was fully formed the chief part of the premises was purchased by them for more than the price paid by T. and R. for the whole, and they divided the profit between them. The Company having afterwards acquired knowledge of this secret interest of T.: Held (varying the decree of the M. R.) that it being immaterial whether T. had before his own contract advised the Company to buy, or had merely intended to recommend the Company to buy, such premises, if the Company ultimately bought relying on his advice, that the Company were entitled as against T. to the benefit of his contract with R. as to the portion sold to the Company, with 5 per cent. interest on what should be found due. Tyrrell v. Bank of London, 6 L. T. Rep. (N.S.) 1.

STOCK.

Liability to make good stock transferred under forged transfer.] Railway stock belonging to A. and B. stood in their joint names. A. having signed a transfer and forged B.'s name thereto, sold the stock to a purchaser, and the Company, acting on the forged deed, transferred the stock to such purchaser. A. survived B. Held, on a bill by the personal representative of B., that the Company were bound to replace the stock to the extent of B.'s interest therein. Taylor v. The Midland Railway Company, 28 Beav. 287.

TORTS.

Corporation aggregate.] A corporation aggregate may be liable to an action for intentional acts of misfeasance by its servants, provided they are sufficiently connected with the scope and object of its incorporation. Therefore, in an action against a Company established for conveying passengers by omnibuses in the streets of London, charging that the Company by its servants wrongfully, vexatiously, and maliciously did certain acts (describing them) with a view to, and which in the result did, obstruct and annoy the plaintiff in the conduct of a similar trade: Held, that, as the acts complained of were connected with the object and purpose for which the Company was incorporated, the Company was responsible. Green v. The London General Omnibus Company (Limited), 7 C. B. (N.S.)

Torts-Winding-up.

Libel.] A Joint Stock Company, registered under the 19 & 20 Vict. c. 47, can maintain an action for libel against one of its shareholders. Therefore, to a declaration for libel by a Company, a plea that the defendant is a shareholder in the Company is no answer to the action. The Metropolitan Saloon Omnibus Company v. Hawkins, 28 L. J. 201, Ex.

A count against a railway Company, being a corporation aggregate, for a malicious libel is good on demurrer; for a corporation aggregate may well, in its corporate capacity, cause the publication of a defamatory statement under such circumstances as would imply malice in law sufficient to support the action. And, semble, there may be circumstances by which express malice in fact might be proved, such as to make a corporation aggregate liable therefore in its corporate capacity. Whitfield v. The South-Eastern Railway Company, E. B. & E. 115.

WINDING-UP.

I. APPEAL.

II. CALLS.

III. CONTRIBUTORY.

IV. COSTS.

V. SOLICITOR.

VI. JURISDICTION.

VII. MISCELLANEOUS.

VIII. OFFICAL LIQUIDATOR.

IX. PETITION.

X. PRACTICE.

XI. PROOF OF DEBTS.

XII. VOLUNTARY WINDING-UP.

I. APPEAL.

Proceedings in a winding-up in bankruptcy are still governed by the ordinary rules of proceeding under the Bankrupt Law Consolidation Act of 1849. Therefore, where a contributory had delayed his petition of appeal against an order of the commissioners until after the twenty-one days limited for that purpose by the 12th section of the Act of 1849 had expired, the appeal was held to be too late in point of time, and he was precluded from a consideration of his case upon its merits. Ex parte Clarke, re Welsh Potosi Lead and Copper Mining Company Limited, 30 L. T. 359, on appeal.

The 33rd section of the act 12 & 13 Vict. c. 108, enacts, that no motion for a rehearing shall be given after the expiration of three weeks after the order complained of shall have been "made: " Held, that the word "made" means the day on which the order is pronounced. Although the order may not have been drawn up, passed, or entered, it is competent for the appellant to give notice of appeal without embodying in the notice the very terms of the order. A notice that the appellant intends to appeal in the particular matter on a particular day, is sufficient to meet the requirement of the statute. Re Risca Coal and Iron Company, ex parte Hookey, 6 L. T, Rep. 567.

Winding-up.

II. CALLS.

Power to create half shares.] Where a Joint Stock Company formed under a deed with power to create new shares of 100%. each, at a general meeting duly convened creates new half shares of 50%. each, and subsequently makes calls on such half shares, and a proprietor has signed the deed of settlement binding himself to take those shares and pay the calls made upon them: Held, that he is estopped from saying that, because such shares were not issued in conformity with the original clause of the deed of settlement, he is not bound to pay such calls, and is released from his obligation to concur in the call made by the official liquidator for the purpose of winding-up the Company. The Hull Flax and Cotton Mill Company v. Wellesley, 2 L. T. (N.S.) 728, Ex.

Call made in respect of illegal dealings.] A banking Company, established by charter, under the 7 and 8 Vict. c. 113, which prohibits such Companies from commencing business until half their capital is paid up, carried on business in contravention of the prohibition, and was afterwards wound up under the Winding-up Acts. Held, that a call might be properly made in respect of the liabilities incurred in the course of such illegal dealing. Re London and Eastern Banking Corporation, 1 D. F. & J. 17, on appeal.

Method of enforcing calls-Practice.] In enforcing the order of this court against a contributory for payment of a call, the practice of the Court of Chancery under the Winding-up Acts 1848 and 1849, and the rules in bankruptcy, so far as the same are applicable, must be strictly followed. The proper course, therefore, is to serve the four-day peremptory order to pay, under the Winding-up Acts, upon the party to be affected thereby, and that not being complied with, the court will sign the warrant for his committal. All orders made by the court for payment of money must be countersigned by the registrar of the court. Ex parte The Official Liquidator, re The London Unadulterated Food Company (Limited), 32 L. T. 395, Bank.

Forfeiture-Non-payment of calls.] By an act incorporating a Joint Stock Company, the directors were empowered to make calls, giving twenty days' notice of the time and place of payment in the London Gazette, and in two or more of the London daily newspapers, and it was enacted, that, if any proprietor of shares should neglect or refuse to pay his calls "during the space of three calendar months next after the time appointed for payment thereof, the person so neglecting or refusing should absolutely forfeit all his share in the capital stock of the Company, and all profits and advantages thereof, to and for the use and benefit of the Company: and all shares so forfeited should or might at any time thereafter be sold at a public sale; but that no advantage should be taken of such forfeiture of any share or shares until after thirty days' notice should have been given by the directors under the hand of the clerk of the Company, to the owner thereof, by notice in writing left at his usual or last place of abode, nor unless the same should be declared to be forfeited at some general or special general meeting of the proprietors,