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dred shares necessary to constitute a qualification. Holders of free or "paid-up" shares must be placed upon the list of contributories in respect of those shares, without reference to the question whether or not they will ever be subject to a call. Directors allotting fees to themselves for attendances as directors, and employing such fees in the purchase of "paid-up" shares in the Company, there being no power in the articles to that effect, are contributories in respect of those shares. Ex parte the Official Liquidator, re The Great Northern and Midland Coal Company (Limited), 6 L. T. Rep. (N.S.) 662.

Getting rid of liability by transfer of shares.] A shareholder, whose name is properly inserted in the last return or memorial filed at the stamp office, cannot get rid of his liability, under section 21, by a subsequent bona fide transfer of his shares. It is no objection to the notice, under section 13, that it intimates an intention to move against two persons, and the application is confined to one. Dosset v. Harding, 1 C. B. (N.S.) 524.

A., a shareholder in a Joint Stock Company, had received notice of a call on his shares. He thereupon transferred them for a nominal sum of 5s. to B., a person procured by A.'s solicitors, and to whom an idemnity was promised. The directors refused to recognise this transfer, and A.'s name remained on the register of the Company. Held, that this was an evasion, and the transfer made to escape the payment of the call, and A. liable to be on the list of contributories under the winding-up order. Re The Phoenix Life Assurance Company, and re The Winding-up Acts (Hatton's case), 6 L. T. Rep. 123.

Colourable transfer-Secret trust.] A mining Company, the shares in which passed by delivery of the certificates, being in difficulties, a shareholder, who was desirous of avoiding liability, delivered his shares to a broker, and shortly afterwards introduced to him P., who bought them at the market price, and paid for them by handing to the broker some bank shares standing in P.'s own name, which the broker sold, and after retaining the price of the mining shares, handed over the balance to P. The certificates of the mining shares were at the same time delivered to P. A few days afterwards an order was made for winding-up the mining Company. P. was a clerk in the employ of H., and upon investigation it turned out that the bank shares, though standing in P.'s name, belonged to H. Held, that the transfer of the mining shares to P. must be regarded as merely colourable, and that the name of H. must be retained on the list of contributories. Re The Mexican and South American Company (Hyam's case), 1 D. F. & J. 75, on appeal.

Insolvent Company-New shares-Fraud.] Where a Company was virtually insolvent, and persons were induced, by fraud and misrepresentation, to become shareholders, and to sign the deed of settlement, and the Company was afterwards wound up: Held, that they were not liable as contributories. Re The Universal Provident Life Association, ex parte Bell, 2 Jur. (N.S.) 844, Ch. ; 27 L. T. 193.

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Where allottee had not signed the Company's deed, but had paid on shares.] In January, 1854, P. applied for shares in the Amazon Life Assurance and Loan Company and Sick Benefit Society. In answer to his application, shares were allotted to him in the Amazon Life Assurance and Loan Company, upon which he paid a deposit of 257., but did not execute the Company's deed. Subsequently an order was made for winding-up the Amazon Life Assurance and Loan Company, and P.'s name was put upon the list of contributories. Upon a motion to reverse the decision of the Master: Held, that the Master had arrived at a just conclusion, and that this case was governed by the decision of the Lords Justices in Blackburn's case. The Amazon Life Assurance and Loan Company, ex parte Pickles, 27 L. T. 195, Ch.

Alteration of title of Joint Stock Company.] A Joint Stock Company was projected, and issued its prospectus under the title of "The Amazon Life Assurance and Loan Company and Sickness Benefit Society." The Company was registered as "The Amazon Life Assurance and Loan Company." A. B. applied for shares, which were allotted to him, and he paid the deposit. The form of application was headed with the addition of "and Sickness Benefit Society," while the answer was headed "Amazon Life Assurance and Loan Company" only. The Company was ordered to be wound up, and A. B. was placed upon the list of contributories by the official manager, but the Master struck him off. A co-contributory appealed, but one of the Vice-Chancellors confirmed the Master's decision, on the ground that the alteration was not merely one of name, but of the objects of the Company, upon which the application for shares must be presumed to have been founded: Held, upon appeal, that as the form used in the answer to the application for shares, and other forms, gave A. B. notice of the change of name, he must be placed on the list of contributories. Ex parte Hutchinson, 25 L. J. 722, Ch.

Purchase and allotment of shares.] A Company was projected in 1853. R. then applied for shares in it, which he received and paid for. The scrip certificates of allotment were then sent to him, "to be held subject to the rules of the Company." The rules and regulations of the Company were not entered up in their books till after R. received the scrip certificates. From his receipt of the certificates until May, 1855, when an order was made for winding-up the Company, R. neither signed any books, rules, or regulations, nor received any notice of the proceedings of the Company: Held, that R. was a contributory: Held, also, that where a party agrees to take shares in a proposed Company, and accepts and pays for them, and then receives the scrip certificates of allotment, he does, in fact, authorise the Company to sign their books on his behalf: But held, also, that where a party has applied for shares in a Company on the faith of a particular prospectus, and there is afterwards any substantial variation in or departure from that original prospectus or scheme of the Company, the party so applying for shares is discharged from any further liability in respect of his application: And, that the court cannot take judicial notice of the cost-book principle. Re The Great Cambrian Mining and Quarrying Company (Richardson's case), 27 L. T. 197, Ch.

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False representations by Company.] If a person is induced by the false representations of a Company to take shares, he cannot be rendered liable as a contributory; but the representations must come from an actual report put forward by the authority of the Company, and not from the statement of directors, clerks or others. Re Royal British Bank, ex parte Frowd, 30 L. J. 322 Ch.

Withdrawal of application before allotment.] G. applied for fifty shares in a new Company, or any lesser number, which he stated that "he thereby accepted," and he requested that his name might be entered upon the register of shareholders, and he made the required deposit. Before any allotment was made, he wrote withdrawing his application, and requesting the return of his deposit. The Company declined to accede to this request, and soon after allotted fifty shares to him, and entered his name upon the register of shareholders. Upon winding-up the Company: Held, that G. was entitled to withdraw his application, and that he was not a contributory. Ex parte Graham, re The Cardiff and Caerphilly Iron Company (Gledhill's case), 5 L. T. (N.S.) 11, Ch., on appeal.

Provisional director.] A railway Company having been projected, M. consented in writing to act as one of the provisional directors. He attended a meeting at which he was appointed one of the committee of management. One of the qualifications for a director was, that he should hold twenty-five shares, and fifty shares were allotted to M. The subscription contract was never signed by M., and was never executed. At various meetings held between October 1845 and January 1846, M. was present and took part in the proceedings. He signed the minutes, and on one occasion signed the draft resolutions of the meeting. At these meetings several debts were incurred to an engineer, solicitors, a furniture dealer, &c. The Company having been wound up, M.'s name was first inserted in class 4 as a provisional committeeman; but the Master never signed the list, and afterwards declined to do so. A new list, called class 5, was prepared of persons liable to contribute to the debts of the Company. Among them M. was included, and the Master signed this list. Application to the court for a declaration that M. was liable to contribute to the payment of the above-mentioned debts; and, secondly, that M. was a contributory in respect of the fifty shares allotted to him, refused. Re The Hereford and Merthyr Tydvil Junction Railway Company (Maitland's case), 4 L. T. (N.S.) 131, Ch.

Discharge under Indian Insolvent Act (11 & 12 Vict c. 21.)] A shareholder in a Company, in respect of which a winding-up order was made, applied for his discharge in India under the Indian Insolvent Act, but did not name the Company in his schedule as creditors. After he had obtained his discharge his name was placed on the list of contributories, and a call was made. Held (reversing the decision of one of the Vice-Chancellors), that his name must be removed from the list of contributories, and that he was not liable to the call. Ex parte Parbury, in re The Warwick and Worcester Railway Company, 30 L. J. 513, Ch., on appeal; 7 Jur. (N.S.) 503.

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Sale of shares.] A. agreed to sell his shares in a Joint Stock Bank to B. at par, the shares to be transferred by A. to C., who was to hold the same as a trustee for B., but charged with purchase-money and interest at 57. per cent., payable half-yearly, until the principal was fully paid. C. agreed to hold the shares upon the trusts expressed. The shares afterwards were transferred by A. to C. by deed, but the deed of settlement required a notice of all proposed transfers to be left at the office of the directors, which was not done. The assignment not having been registered when the first dividend after the transfer became due, A. received it and retained the surplus, after payment of the interest of the purchase-money of the shares. on account of another debt due to him by B. A subsequent dividend was received by C. and paid over by him to A. who appropriated it as he had done with the former dividend. Held, that A. had ceased to be owner of the shares and was not properly included in the list of contributories. Ex parte Scully, 6 Ir. Eq. R. 524.

Insurance Company-Official manager.] A policy of insurance is a contract. Where, therefore, the secretary of the A. Insurance Company effected policies in another (the S. M.) Insurance Company, and the policies were expressed to be granted to him "as the secretary and manager for and on behalf of the A. society, and his successors in office;" the two Companies were being wound up, and the chief clerk placed the name of the official manager of the A. Company on the list of contributors to the S. M. Company. Held, that his name must be struck off the list, as the policies were originally granted to the secretary of the A. company, and he, therefore, and not the A. company, was the party liable on the contract. Re the Security Mutual Life Assurance Society, ex parte Harding, 31 L. T. 94, Ch.

Shares in payment of contract.] An agreement was entered into between a Joint Stock Company in process of formation and D., by which D. contracted to execute the necessary works for the Company, and he was to be paid partly in money, partly by shares in the concern the proportion to be settled as soon as the whole amount of the contract could be ascertained. In order to assist the Company in their application to Parliament for an act of incorporation, and to comply with the standing orders, D. signed the subscription contract for 620 shares, and in the next session the act was obtained. The terms of the contract were then settled, and it was arranged that D. should take shares in part payment to the amount of 30007, equivalent to 300 shares. The Company abandoned the undertaking before anything had been done towards execution of the contract, and it was subsequently wound up by an order of the court. Upon production of the share-register, the name of D. appeared upon it as the holder of ten shares only, but the meeting at which the share-register was sealed was attended by a single shareholder, who, however, held the proxies of two others. His Honour held that D. must be placed on the list as a contributory in respect of 620 shares. Upon appeal from this order: Held (confirming the decision) that D. was bound by his signature to the subscription contract, and that he was rightly placed on the list; but without prejudice to any right he might have

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to be indemnified by any of the shareholders or directors of the Company. Re North Shields Quay Company (Davidson's case), 31 L. T. 127, on appeal.

Cost-book-Relinquishment of shares.] A. B. was the holder of shares in a mining Company established on the cost-book principle. In accordance with one of the rules of the Company, he gave notice, in April 1857, to relinquish his shares, but he had not then paid all his arrears, and the purser declined to take the relinquishment. In May the arrears were paid, and on the 4th of June his solicitor applied to the purser to know why the name was retained on the list. On the 26th of June the Company was registered as a limited Company under the 19 & 20 Vict. c. 47, and A. B.'s name was then returned as a shareholder. The Company being in July ordered to be wound up, A. B.'s name was placed by the commissioner on the list of contributories. On appeal, it was considered that the proper course was for A. B. to apply to have his name removed from the list of shareholders, and, the petition of appeal being agreed to be treated as such application, the name was removed from the list. Re Welsh Potosi Lead and Copper Mining Company (Limited), ex parte Birch, 27 L. J. 4, Bank; 31 L. T. 19, on appeal.

Transfer of shares.] A. B. was the holder of shares in a mining Company established upon the cost-book principle. In October, 1856, it was determined by the shareholders to register the Company as "limited," under the 19 & 20 Vict. c. 47, with a view to its being wound up. A delay however occurred, which prevented the registration of the Company until June, 1857. In January, 1857, A. B. sold his shares, and the transfer was completed, A. B.'s name not being returned as a shareholder on the Company's being registered in June, 1857. In July the Company was ordered to be wound up, and Mr. Commissioner Fane placed A. B.'s name on the list of contributories; but it was held, on appeal, that the name was improperly placed on the list. Re Welsh Potosi Lead and Copper Mining Company (Limited), ex parte Lofthouse, 27 L. J. 1, Bank.; 31 L. T. 19, on appeal.

Improper transfer of shares.] A shareholder in a Company, who was dissatisfied with its affairs, accepted from the directors a sum of 2007. in the nature of "hush-money" in discharge of all his claims and liabilities, and the directors undertook to find for him a transferree of his shares. They accordingly transferred (but without observing all the due formalities) his shares to a nominee of their own. On a petition being presented by the dissatisfied shareholder for windingup the Company, it was held, that he was still liable as a contributory, it having been, under the circumstances of the case, his special duty to have seen that the transfer of his shares was properly made. Re The Mitre General Life Assurance Society, ex porte Eyre, 6 L. T. Rep. 599.

Liability of holder of shares "fully paid-up."] A shareholder in a company registered as "limited" under the provisions of the Joint Stock Companies Act, 1856, who signs the Company's deed for certain free shares "fully paid up," but upon which nothing has been paid,