dually liable for all the debts due by the firm, whether contracted with or without his knowledge or consent. And although the rule is modified in the case of joint-stock companies, inasmuch as one member cannot bind the company by negotiable instruments (c), or, as it would seem, by simple contract (d), unless he has the authority of the company to do so, yet before the late act, all the members of an industrial society (even if the society were registered) were in the eye of the law considered partners, so that each member was individually liable for the whole of the society's debts. They were, however, only partners in a limited sense of the word, as an action for goods supplied to such a society could not be maintained against an individual member of the society, but only against the officers or trustees of the society (e). This is called "unlimited" liability, as opposed to the "limited" liability provided by the act. It has been decided, in a recent case (ƒ), that an industrial society, formed with unlimited liability under the act of 1852 (g), becomes, upon registration under the act of 1867 (incorporating the act of 1862), a so (c) Bramah v. Roberts, 3 Bing. N. C. 963. (d) Bain v. Cooper, 9 M. & W. 701. (e) Burton v. Tannahill, 2 Jur., N. S. 184; 25 L. J., Q. B. 135. (f) In re The Sheffield and Hallamshire Antient Order of Foresters' Co-operative and Industrial Society (Limited), Fountain's case, Swift's case, 34 L. J., Ch. 593. (g) 15 & 16 Vict. c. 31. Effect of act as regards creditors. ciety with limited liability, even as regards debts contracted before such re-registration; but in Dean v. Mellard (h), it was held that the members of a society registered under the acts of 1852 and 1862 might, in an action brought after the last act, be sued individually for a debt, due from the society before such last act, and for which no action had ever been brought against the trustees or officers. The trustees of a society formed under the first act, but not registered under the latter, cannot be sued in an action commenced after the passing of the latter act, as the previous act is absolutely repealed by it without any saving clause (i); and a society formed under the first act cannot, although subsequently registered under the latter act, be sued as a corporation, in an action commenced after the passing of the act, for a debt incurred previously thereto (k). The effect of the act therefore, as interpreted by these decisions, would seem to be, to place the creditors of old societies, which have been re-registered, in the very bad position of only being able to sue the individual members, whose liability is limited this seems hardly just, as the unlimited liability may have been the great inducement for Unregistered their credit. Of course the members of a society society. (h) 32 L. J., C. P. 282. (i) Toutill v. Douglas, 33 L. J., Q. B. 66. (k) Linton v. The Blakeney Joint Co-operative Industrial Society, 34 L. J., Exch. 211. which is not registered under the late act are simply partners still. penalties. All penalties imposed by the act, or by the rules Recovery of of any registered society, are recoverable, with costs, and are dealt with in a manner directed by the Friendly Societies Acts (7). The liability of the members on the winding up of the society will be considered in the next chapter, in which the whole subject is discussed. (1) 30 & 31 Vict. c. 117, s. 6. How and when society may be wound up. court. CHAPTER IV. OF THE DISSOLUTION AND WINDING UP OF REGISTERED SOCIETIES. ANY registered society may be wound up in the same manner and under the same circumstances, under and in which any company may be wound up under any acts or act for the time being in force for winding up companies; and all the provisions of such acts or act with respect to winding up apply to such society, with this exception, that the Winding-up court having jurisdiction in the winding up, is the county court of the district in which the registered office of the society is situated (a). No appeal lies from the county court, and that court has probably power to restrain proceedings in another court against a member of a society which is being wound up in the county court (b). It will therefore be necessary to examine the regulations for winding up companies or societies with limited liability under the fourth part of "The Companies Act, 1862 (c), and the "Act to amend the Companies Act, 1867" (d), and to note some of the more im (a) 25 & 26 Vict. c. 87, s. 17. (b) Henderson v. Bamber, 19 Com. B., N. S. 540. (d) 30 & 31 Vict. c. 131. portant decisions thereon, and the general orders thereunder. 66 tory." And first, it must be premised, that the term “Contribucontributory" means every person liable, or alleged to be liable, to contribute to the assets of a society in the event of its being wound up (e). The liability of a contributory is deemed to be a debt (in England and Ireland of the nature of a specialty) due from the contributory to the society; in the event of his bankruptcy, the estimated value of future calls may be proved against his estate (ƒ); if he dies, his heirs, devisees, and personal representatives, will be liable as contributories in due course of administration (g); if he becomes bankrupt, his assignees will take his place, and will be deemed contributories accordingly (h); and if any female contributory marries, her husband will be a contributory in her place, during the continuance of the coverture (i). A society may be wound up in any of the fol- Different lowing ways:— 1. Winding up by the court; 2. Voluntary winding up; and, 3. Winding up, subject to the supervision of the court. I.P.S. (e) 25 & 26 Vict. c. 89, s. 74. (f) Sect. 75. (g) Sect. 76. (h) Sect. 77. (i) Sect. 78. D modes of winding up. |