rid the shareholder of the obliga he registers, he incurs the company Cas. 3 ot in the come pro sions of the bligatory the Executors, &c. of the shares, er this state of » release the deor the benefit and to enable them to entitled, but not to the liabilities. An maintainable against made in the testator's er his decease. (q) r) A second mode in ved from his liability to declaring his shares forof their statute, &c., such ctors being subsequently a public meeting of the appointed for that purnot, it should seem, be her course of proceedings Cas. 813, S. C. ibid. 873. panies Clauses Consolidation Act of forfeiture, see act, s. 29-35, and Newhaven Railway Company v. 239; S. C. 6 M. & W. 707; The es Junction Railway Company v. C. 1 A. & E. N. S. 256; London y v. Fairclough, 2 M. & Gr. 674. of the act as to the forfeiture wed, though the intention of ransaction may be to give the which the act annexes to a forrty having taken shares for the of a company, it was subsequently directory that he should be at liberty ich shares to the company. A deed gly prepared for the purpose, which secuted, thereby purporting to forfeit and his shares to the company, who agreed to he same. The Lord Chancellor held that, it was clear that what was intended was to ve the party from any future liability to calls, that great difficulty existed as to how that xpectation could be realized as against the company. (u) 396. V. Requisites of calls. (x) Lastly, calls must be made in compliance with the requisites prescribed by the statute, or the company can have no right to recover them. These requisites relate to the persons by whom or those upon whom, or the time when calls are to be made, or to their amount, or to the mode of making them and the attendant formalities. 397. First, then, the calls must appear to be made by the parties to whom the authority for that purpose is given by the act. But where by an act the power to make calls was given to the directors (t) Playfair v. The Birmingham, Bristol and Thames Junction Railway Company, 1 Railw. Cas. 640. (u) Ibid. (1) See Companies Clauses Consolidation Act (8 Vict. c. 16), s. 22, post, App. executors, &c.; and although they are not in the company's books as executors, they become proprietors, and as such liable to the provisions of the act, and among these to those rendering obligatory the payment of calls. The provision for executors, &c. coming in and claiming the benefit of the shares, cannot, it seems, be taken to alter this state of things, or to operate in any way to release the deceased's estate, being intended for the benefit and convenience of the company, and to enable them to ascertain who are the persons entitled, but not to affect the property in shares or the liabilities. An action or suit accordingly is maintainable against executors as well for calls made in the testator's lifetime as for those made after his decease. (q) 395. 2ndly. Of forfeiture. (r) A second mode in which a party may be relieved from his liability to pay calls, is by the directors declaring his shares forfeited under the provisions of their statute, &c., such act on the part of the directors being subsequently adopted and confirmed at a public meeting of the company within the time appointed for that purpose. (s) This relief cannot, it should seem, be securely attained by any other course of proceedings (q) Fyler v. Fyler, 2 Railw. Cas. 813, S. C. ibid. 873. (r) As to provisions of Companies Clauses Consolidation Act (8 Vict. c. 16), on the subject of forfeiture, see act, s. 29-35, post, App. (s) The Edinburgh, Leith and Newhaven Railway Company v. Hebblewhite, 2 Railw. Cas. 239; S. C. 6 M. & W. 707; The Birmingham, Bristol and Thames Junction Railway Company v. Locke, 2 Railw. Cas. 867; S. C. 1 A. & E. N. S. 256; London and Brighton Railway Company v. Fairclough, 2 M. & Gr. 674. in which the provisions of the act as to the forfeiture of shares are not followed, though the intention of the parties to the transaction may be to give the party the benefit which the act annexes to a forfeiture. (t) A party having taken shares for the accommodation of a company, it was subsequently resolved by the directory that he should be at liberty to transfer such shares to the company. A deed was accordingly prepared for the purpose, which the party executed, thereby purporting to forfeit and relinquish his shares to the company, who agreed to accept the same. The Lord Chancellor held that, though it was clear that what was intended was to relieve the party from any future liability to calls, still that great difficulty existed as to how that expectation could be realized as against the company. (u) 396. V. Requisites of calls. (x) Lastly, calls must be made in compliance with the requisites prescribed by the statute, or the company can have no right to recover them. These requisites relate to the persons by whom or those upon whom, or the time when calls are to be made, or to their amount, or to the mode of making them and the attendant formalities. 397. First, then, the calls must appear to be made by the parties to whom the authority for that purpose is given by the act. But where by an act the power to make calls was given to the directors (t) Playfair v. The Birmingham, Bristol and Thames Junction Railway Company, 1 Railw. Cas. 640. (u) Ibid. (1) See Companies Clauses Consolidation Act (8 Vict. c. 16), s. 22, post, App. and the calls on the face of them purported to be made by the court of directors, it being objected that in making the calls the directors acted in a different capacity from that in which they were empowered to make calls, (y) it was nevertheless held to be good, the act apparently using the different terms in question indiscriminately. Assuming calls to be made by persons who have been allowed to act in the character which authorizes them to make calls, it would not, it is conceived, looking at the usual provisions of railway acts on this subject, be competent for a shareholder to resist payment of such calls on the ground of those persons being de jure disqualified. (~) 398. Persons upon whom calls to be made. Again, the calls must be made on the persons contemplated by the act of parliament. Looking at the usual provisions of a railway act, it is impossible not to see that it is the intention of the legislature that those who become shareholders should all of them pay rateably. It is the duty accordingly of the directors to make calls on all equally, and this rule extends not merely to the ordinary shareholders, but to parties taking shares in trust for the company. A shareholder, however, cannot evade payment of calls (y) The Southampton Dock Company v. Richards, 1 M. & Gr. 448; S. C. 2 Railw. Cas. 222. (*) See judgment of Tindal, C. J. in Thames Haven Railway Company v. Hall, 5 M. & Gr. 274; but see Sheffield, Ashtonunder-Lyne and Manchester Railway Company v. Woodcock, 2 Railw. Cas. 527; S. C. 7 M. & W. 574; and the judgment of the Vice-Chancellor in Mangles v. The Grand Collier Dock Company, 2 Railw. Cas. 359; S. C. 10 Sim. 519. |