general as well as the later one, or the later one special as well as the earlier one. (HILL, J.: If stat. 2 & 3 Vict. c. 71, be not incorporated, to some extent, in stat. 17 & 18 Vict. c. 38, how are the penalties recoverable at all, as the penalty was here recovered, before a single justice? They are recoverable before two justices, by stat. 17 & 18 Vict. c. 38, s. 4: you want sect. 14 of stat. 2 & 3 Vict. c. 71, to give a single justice in the metropolitan police court jurisdiction.) It may be admitted that there might be such a prospective legislation as the plaintiff insists upon: but sect. 47 of stat. 2 & 3 Vict. c. 71, by the words "hereafter" and "shall be," probably has in view cases only where there is no express direction as to the party to whom the penalties shall be pay able. 66 (ERLE, J.: I do not see how that can be: sect. 47 speaks only of cases where the penalties are or shall be limited and made payable to her Majesty," &c., or to any person or persons whomsoever, save the informer &c.) T. F. Ellis, in reply. * * Cur. adv. vult. LORD CAMPBELL, Ch. J. now delivered the judgment of the What we have to consider in this case is, Whether the Legislature, by stat. 17 & 18 Vict. c. 38, s. 8, meant to repeal stat. 2 & 3 Vict. c. 71, s. 47, so far as concerns the application of penalties to be recovered under the former Act before a police magistrate of the metropolis. The prospective enactment, directing the application of penalties thereafter to be made. recoverable in a summary manner, would be in full force as to the application of *such penalties made recoverable by a subsequent statute, unless that statute contains a repeal, either partial or total, of the prospective enactment. But of course the Legislature might at any time repeal this enactment, either partially or totally. Without any express repeal, if a subsequent enactment is contrary to, and inconsistent with, a prior enactment, the prior enactment is repealed. Whether the two enactments in this case are contrary and incompatible must depend upon whether the second does or does not impliedly contain the exception "unless recovered or adjudged before the police courts in the metropolis." We have entertained great doubt whether this exception ought to be understood. But, WRAY v. ELLIS. [286] *287 ] WRAY r. ELLIS. [ *288 ] upon the whole, we think that by implying the exception we shall have the best chance of fulfilling the intentions of the Legislature. In the year 1839, when the Act for regulating the police courts in the metropolis passed, the Legislature, merely legislating for the metropolis, enacted that all such penalties recovered before a police magistrate of the metropolis should be paid to the receiver of the police, and that the enactment should extend to all penalties created by any subsequent statute. This may be tantamount to an enactment that this clause, as to the application of the penalties when the recovery is before a police magistrate, shall be understood to be included in every subsequent Act by which penalties are created. Such a clause would not be inconsistent with the 8th section of stat. 17 & 18 Vict. c. 38 and it might either follow that section or be introduced as a proviso upon it. Therefore that section will have full operation over the whole kingdom, except within the area of the metropolis police courts, and there even if the penalties are recovered before two *justices of the peace instead of a police magistrate. It is difficult to suppose any reason that should have induced the Legislature to apply penalties under the Gaming Act recovered before police magistrates differently from all other penalties so recovered: and, there being an express prospective enactment, we ought not unnecessarily to imply a repeal. There can be little use in referring to cases where a similar question has arisen on Acts of Parliament differently framed ; for they only illustrate the general principle, which is not in dispute. But the case to which Mr. Ellis referred (1) seems to be identical with the present; and, although it cannot be considered by any means a conclusive authority, this point not having been argued, it may be entitled to some weight; for it did present this point; and the argument that the receiver was not entitled to the penalties, if well founded, would have been fatal to the application which the COURT granted. We therefore think that we ought to give judgment for the plaintiff. Judgment for plaintiff. (1) Seamen's Hospital Society v. Mayor of Liverpool, 4 Ex. 180. REG. v. MARIQUITA MINING COMPANY. 66 A rule nisi having been obtained for a mandamus to the Company to grant to a shareholder "inspection of the books of the minutes of the proceedings of the said Company : Held, on showing cause, that the clause gave shareholders only power to inspect the book of minutes of the proceedings at the general meetings, not the book of minutes of the proceedings of the directors. SKINNER, in last Trinity Term, obtained a rule, on behalf of Christopher Richardson, calling on the Mariquita and New Granada Mining Company to show cause why a writ of mandamus should not issue, directed to them and to the secretary of the said Company, "commanding them to grant to the said Christopher Richardson inspection of the books of the minutes of the proceedings of the said Company, at the office of the said Company, No. 2, Bank Buildings, in the city of London, should he require it, on any day, between the hours of eleven o'clock in the forenoon and three o'clock in the afternoon, except Sundays and holidays." It appeared from the affidavits that the Company was formed, in 1852, under stat. 7 & 8 Vict. c. 110 (1), and stat. 10 & 11 Vict. c. 78 (1), for working certain mines in New Granada. It was provisionally, and afterwards completely, registered under those Acts: and was again completely registered under the Joint-stock Companies Act, 1856, 19 & 20 Vict. c. 47 (1). The principal office of the Company in London was at 2, Bank Buildings. The affidavits set out the deed of settlement, dated *11th June, 1852. The material parts of the clauses referred to in argument were as follows. Clause 37, "That there shall be a secretary of the Company, to be appointed as hereinafter mentioned; and that such secretary shall keep in a book, provided for the purpose, a full and accurate register of the shareholders of the Company, to be called 'The Register of Shareholders,'" "and shall keep and make the proper entries or minutes, in a book of minutes, of the proceedings of general meetings, and a book of minutes. of the proceedings of the directors, which last-mentioned books respectively shall be signed after each meeting by the chairman of the general meeting, and by the chairman of the board of (1) Repealed by the Companies Act, 1862 (25 & 26 Vict. c. 89), s. 205. 1858. Nov. 25. [289] [ *290 ] REG. V. MINING COMPANY. directors respectively, and shall be sealed with the seal of the MARIQUITA Company: and that the secretary shall also keep in safe custody, at the principal offices of the Company in London or Middlesex, the aforesaid registers, receipt books, books of account, records and papers, and the common seal of the Company, permitting such inspection as is hereinafter provided of such of the same as are hereinafter mentioned, and affixing the seal of the Company, or allowing its use to such documents, and on such occasions only as he is authorized and required to affix it or allow it to be used by the board of directors by resolution duly passed. And that the secretary shall also report to every ordinary general meeting the proceedings and attendances of the directors during the past year, and shall also draw out, and (if necessary) present to the proper cfficer or officers, party or parties, for signature, and duly forward all notices, certificates of shares, transfers and other writings required in transacting the affairs of the Company, and report the same to the directors, and shall act generally as the clerk *of the Company and of the board of directors, and shall make, keep and perform such writings, entries, duties and services in that capacity as the directors shall require.” [ *291 ] Clause 72. "That a copy of the registered abstract of these presents, and also of the registered abstract of any further or other deed of settlement of the Company, an alphabetical list of the shareholders of the Company for the time being, specifying the name and address and number of shares held by each shareholder; a list of directors, auditors, trustees, and other officers of the Company for the time being, and also a registered and sealed copy of the bye-laws, if any, of the Company shall be always kept at the Company's principal offices in London or Middlesex; and that the same shall be open for inspection, on demand, during the usual hours of business, of any shareholder or any person authorized in writing by him under his hand." Clause 73. "That the books of account and balance sheet of the Company shall be open to the inspection of the shareholders at any time or times during fourteen days before and one month after every ordinary general meeting; and every shareholder shall be at liberty during such time, and also, with the authority in writing of any three directors at any other time, to take any such copies thereof and extracts therefrom as he shall think fit." Clause 74. "That every shareholder shall be at liberty, at all convenient times, to search the register of shareholders gratis, and to require a copy thereof, or of any part thereof, upon paying to the use of the Company a fine or sum of money not exceeding 6d. for every 100 words required to be so copied." "Inspection of minutes *of Clause 75. (Marginal note. directors and of general meetings.") the proceedings of the Company are recorded shall be kept at the principal offices of the Company, and shall be open to the inspection of the shareholders every day of the year, at any time between the hours of eleven in the forenoon and three in the afternoon (except on Sundays and holidays)." It also appeared that, by the direction of the registrar, the original draft of clause 75 was altered, so as to provide that the inspection of the books of minutes of the directors of the Company, as well as of the book of minutes of the general meetings, should be had by shareholders between 11 A.M. and 3 P.M. every day, except Sundays and holidays: and the marginal note, as it stood in the original draft, was attached to the clause, so altered: but that objection was taken to the alteration, and the clause was eventually drawn up as it now stands, the marginal note, through an oversight, remaining as before. On a previous day in this Term (1), Montague Smith and Karslake showed cause. Skinner and Creasy, contrà. The nature of the argument appears sufficiently from the judgment. LORD CAMPBELL, Ch. J. now delivered the judgment of the We are of opinion that this rule for a mandamus ought to be discharged. The question is, whether Mr. Richardson, as a shareholder in the Company, is entitled, *any day, on requiring it at the office of the Company, to an inspection of the book containing the minutes of the proceedings of the directors. He is clearly entitled to, and he has been offered, such inspection of the book containing the minutes of the proceedings of the Company, i.e. of the meetings of the shareholders; and to this we think his right is restricted. Sect. 32 of stat. 7 & 8 Vict. c. 110, makes the books, both of the proceedings of the shareholders and of the directors, when properly authenticated, admissible evidence. But sect. 33, as to the inspection of books by the shareholders, only enacts that the books of the (1) Before Lord Campbell, Ch. J., Wightman, Erle and Hill, JJ. |