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count, &c. should be left at the office of Messrs. Galsworthy were not his soliMessrs. Galsworthy, should be discharged. citors.
In support of the motion, Mr. Lewis made an affidavit to the following effect : KNIGHT BRUCE, V.C. — Mr. Lewis's "I was informed that I was appointed one present conduct may deserve censure of the official managers in this matter, and may deserve commendation-may deserve that I was so appointed in consequence of my neither. As to this I know nothing. knowledge of the accounts of the company. This, however, I may say, that, by reason I accepted the appointment, and called on of his conduct, I cannot permit Messrs. Mr. Turquand to confer with him as to the Galsworthy to be any longer recognized as discharge of our duties as official managers. the solicitors of two persons jointly, of Mr. Turquand then told me that he had whom Mr. Lewis is one. I cannot say appointed Messrs. Galsworthy his solici- that they are now Mr. Lewis's solicitors. tors. I said that Mr. Lacy was my soli- On that ground, without intimating any citor, and that I had confidence in him; opinion whether Mr. Lewis would or that I had not the pleasure of knowing would not act prudently and properly in Messrs. Galsworthy, and that for that rea- appointing Messrs. Galsworthy to be his son I could not consent to their acting as solicitors, I must discharge whatever remy solicitors in the matter. On being cognizes them as his solicitors. Of course, served with the notice of this motion I was it must be understood that my order does asked to instruct Messrs. Galsworthy to not proceed upon any notion of the unfitoppose it. I declined to give them any ness of Messrs. Galsworthy. My order is instructions in the matter. I instructed made consistently with the notion that Mr. Lacy to act for me in the matter." they may be the fittest persons in the
By the 99th section of the act it is world. It so happens that two minds do enacted, “ that an appeal shall lie to the not concur in their appointment. Lord Chancellor, upon motion, against all proceedings before the Master relating to The second motion before mentioned, the winding-up of the affairs of the com- which was made by Mr. Barber, the genpany, and, upon the hearing of such ap- tleman who presented the petition in the peal, the proceedings which shall have taken above matter, was then proceeded with. place before the Master in the matter shall I n the Master's book was an entry signed be produced in court, and no further or other by him and dated the 25th of May 1849 evidence shall, without express leave of the (the same date as the entry relating to the Court, be used in support of, or against, any appointment of Messrs. Galsworthy as sosuch appeal, except such proceedings." licitors, and, in fact, forming a part of the
Mr. Russell and Mr. Daniel, for the same order,) in these terms—" That Mr. motion, contended that, as it appeared Barber be discharged from all further atthat Mr. Lewis had never given his sanc- tendance before me in this matter." tion to the appointment of Messrs. Gals- Mr. Barber now moved that the order worthy as his solicitors, the orders of the of the Master, discharging him from all Master of the 25th and 28th of May could further attendance before him, should be not be supported.
reversed. Mr. Stevens, for Mr. Lewis, took the The sections of the act having any same side.
bearing on this question are as follows: Mr. Malins and Mr. Glasse, for Mr. By the 37th section it is enacted “that Turquand, contended that, as it appeared the Master shall, from time to time, deby the proceedings before the Master that termine what parties shall attend him in Messrs. Galsworthy were appointed soli- the proceedings to be had before him ; citors of the two official managers, and as, and it shall be lawful for the Master, at under the 99th section of the act, no other any subsequent stage of the proceedings, evidence, but these proceedings, was ad- to direct any other parties, being contrimissible, the motion must fail. Mr. Lewis butories, to attend him in the further could not, in opposition to the entries in prosecution of the matter; and, in partithe Master's book, be heard to say that cular, to appoint, and again remove, any
one or more contributories to attend and Mr. Russell and Mr. Daniel stated that Watch the proceedings, as representatives they appeared for Messrs. Bass & Brooks on behalf of the contributories in general, upon the first motion before the Court. or of classes of contributories; and all Mr. Malins and Mr. Glasse stated that parties who shall be determined to be the they appeared for Mr. Lewis and Mr. Turproper parties to attend the Master as quand, the official managers. aforesaid shall be served with notice" as Mr. Stevens stated that he appeared for therein mentioned. By the 41st section it Mr. Lewis. is enacted “ that if the proceedings before the Master under any order absolute, not Knight BRUCE, V.C. said that, as two being proceedings proper to be taken by sets of counsel appeared for Mr. Lewis, the official manager, shall not be proses with apparently different instructions, he cuted by the petitioner under this act, or must in that state of circumstances decline other the person having the prosecution to hear the motion. The practice in such thereof, with due diligence, it shall be cases must be inquired into, and the lawful for the Master, upon the applica- motions must stand over for that purpose. tion in that behalf of any contributory, to commit to him the further prosecution At a subsequent period of the day the thereof."
first motion came on again, and the case Mr. Bacon and Mr. J. H. Palmer, for of Butterworth v. Clapham, mentioned in the motion, contended that it was the in a note to Mole v. Smith (1), was referred tention of the legislature that the peti- to. It being then stated that Mr. Lewis tioner should be present before the Master was in court, throughout the whole of the proceedings, KNIGHT BRUCE, V.C. said he should for the purpose of watching them and inquire of Mr. Lewis whom he wished to seeing that they were properly conducted; appear as his counsel. He then put the and that the Master had no authority to question to Mr. Lewis. exclude Mr. Barber from further attend. Mr. Lewis, in reply, stated that he ance; and that the order of the 25th of wished Mr. Stevens to appear as his May was therefore erroneous. They counsel. relied for this construction on the 41st Knight BRUCE, V.C. said that he was section.
not aware of any case in which the client Mr. Malins and Mr. Glasse, for Mr. himself had been consulted as to the point, Turquand, opposed the motion.
In the absence of authority on the point Mr. Stevens, for Mr. Lewis.
he should take Mr. Lewis's declaration to
be conclusive. The consequence was, that KNIGHT Bruce, V.C. said that it was he must exclude Mr. Malins and Mr. and would be within the jurisdiction of the Glasse from being Mr. Lewis's counsel, Master, if he should think fit, to discharge and hear Mr. Stevens alone. Mr. Barber, the petitioner, from all further attendance before him in this matter. As, however, this entry formed a part of the
r In re THE OXFORD AND order in which Messrs. Galsworthy were
WORCESTER EXTENSION appointed solicitors to the official managers,
AND CHESTER JUNC
K. BRUCE, V.C. he thought that it ought to be referred
TION RAILWAY, WITH
June 29. back to the Master to review his order,
BRANCHES TO SHREWSso far as it related to the question of the
BURY AND NORTHWICH, attendance of the petitioner in the matter.
COMPANY He added that he considered it competent
Solicitor-Lien-Company. to the Master to do the same thing thereafter, if he should think fit.
The lien of solicitors of a company on the
papers of the company is not affected by the Before the motions were heard the fol- Joint-Stock Companies Winding-up Act. lowing preliminary point was discussed and disposed of,
(1) 1 Jac. & W. 673.
( In re the NORTH OF K. BRUCE, V.C.) ENGLAND JOINT STOCK July 7. ) BANKING COMPANY.
(Sanderson's case.) Company, Shareholder-Contribution.
The liability of a shareholder as a contributory is to be confined to losses which occurred after the contract entered into by him to take the shares.
The usual order was made under the Joint-Stock Companies Winding-up Act, 1848, for winding up the above-mentioned company,
Messrs. Potter & Collingridge, who had been the solicitors of the company, had in their possession divers books and papers relating to the affairs of the company, upon which they claimed a lien for sums due to them in respect of business done by them for the company.
The Master charged with the matter made an order for Messrs. Potter & Collingridge to deliver up all the books, &c. in their custody to the official manager.
The Master in fact made this order for the purpose of having the question of lien decided by the Court.
This was a motion made by Messrs. Potter & Collingridge, that the Master's order should be reversed.
Mr. T. H. Terrell, for the appeal, contended that Messrs. Potter & Collingridge had the lien which they claimed.
Mr. Cairns, for the official manager, contended that such lien did not exist, and referred to the 26th and 28th sections of the act.
The executors of Daniel Chartres, being entitled, as such executors, to 50 shares in the North of England Joint Stock Banking Company, entered into a contract, on the 28th of January 1847, to sell them to Mr. Sanderson, and the shares were afterwards assigned to him.
Mr. Sanderson contested the validity of the contract and assignment of these shares to him before the Master. The Master, however, having considered the transaction complete, put Mr. Sanderson on the list of contributories without qualification.
This was a motion that Mr. Sanderson's name should be excluded from the list of contributories.
Mr. Russell, for the motion, contended, first, that Mr. Sanderson's name ought to be excluded from the list altogether, for the reasons adduced before the Master; and, secondly, that, if his name was to be put on the list, his liability ought to be limited to losses which occurred after January 1847.
Mr. Bacon and Mr. Headlam, for the official manager, contended that Mr. Sanderson's name ought to be put on the list of contributories without qualification.
Knight Bruce, V.C.-I cannot discover in this act of parliament any intention on the part of the legislature to commit so great an act of injustice as to deprive a solicitor of his lien on the papers of his client for his unpaid bill of costs. Had there been any such intention on the part of the legislature, I should have found it expressed in the act. Not finding this, and not finding that the debt alleged to be due to the solicitors is denied by the respondents to be due to them, I cannot support the order made on the solicitors. I cannot hold that anything in this act of parliament deprives the solicitors of their lien. It is only proper to say that, in making the order discharging so much of the order of the Master as is sought, I am not doing anything contrary to the Master's judgment, since he expressly made his order with a view of bringing the question before the Court; he not having given any opinion on the matter.
KNIGHT BRUCE, V.C. (after deciding that the contract to sell was complete on the 28th of January 1847,) proceeded as fol. lows:—The question of liability to creditors is not before me. The question before me is merely one between the partners themselves. Whatever the law may be as to creditors, I apprehend that, as between the partners themselves, this gentleman is only liable for losses from the 28th of January 1847. I think that he was rightly placed upon the list. I do not understand that this point of limited liability, was agitated before the Master. Then as to coststhose who bring the matter here ought to
pay the costs. As this point was never company in all votes, transfers, notices, raised before the Master, this cannot be payments, receipts, and other matters reconsidered as an appeal from his judgment. lating to the same shares ; and the comIt appears to me that Mr. Sanderson con- pany shall in no case be bound to notice tested the point that he ought not to have or be affected with express notice of any contested, and did not contest the point trust or equitable charge imposed on the that he ought to have contested. He must shares, or with any gift thereof by way of pay the costs of this motion. I direct, how- legacy until the legatee shall have become ever, that his liability for losses shall be a shareholder as therein mentioned. dated only from the 28th of January 1847. The 14th clause is as follows :-Each
shareholder shall be entitled to and be in
terested in the profits, and be subject and ( In re THE NORTH OF liable to losses of the company in proporK. BRUCE, V.C.) ENGLAND JOINT STOCK tion to his shares. March 15. BANKING COMPANY.
By the 27th clause it is provided, that ( ( Thomas's case.) before any executor of a deceased member Company-Contributories-Executor of
shall become a member of the company in Shareholder.
respect of the deceased's shares, he shall
leave at the banking-house for inspection The deed of settlement of the N. of E. the probate of the will or letters of admiBanking Company provided that the executor nistration under which he claims. of a deceased shareholder should not be The 28th clause is as follows: The entitled to be a shareholder until he had husband of any female shareholder, or the gone through certain formalities set out in executor, administrator, or legatee of any such deed. A. died possessed of some shares deceased shareholder, or the assignee of in this company. B, who was A.'s executor, any bankrupt or insolvent debtor possessed took no steps whatever in respect of the of shares, shall not be a member of the shares, -Held, that B. was properly put on company in respect of such shares as shall the list of contributories in the character of be vested in him in any of the aforesaid the executor of A.
capacities respectively; but such assignee
of a bankrupt or insolvent debtor shall sell This was a motion to exclude the name and dispose of such share in manner and of Mary Ann Thomas from the list of con- subject to the provisions herein before extributories of the North of England Joint pressed and contained, with respect to the Stock Banking Company, upon which she sale and transfer of shares; and any such had been placed by the Master charged husband, executor, administrator, or legatee with the winding-up of the company. as aforesaid, shall be at liberty either to
The clauses of the deed of settlement of sell and dispose of the shares so vested in the company, which were referred to in him in like manner and subject as aforethis and some subsequent cases, are as said, or, at his option, to become a member follows:
of the company in respect of such shares, By the 9th clause it is provided that, on in complying with the provisions of these the death of a shareholder, notice shall be presents as next hereinafter expressed in given of such event at the banking-house, that behalf. such notice containing the names of the The 29th clause is as follows : The representatives, and where they reside. husband of any female shareholder, or the
The 12th clause is as follows:- The executor, administrator, or legatee of a person in whose name any shares shall deceased shareholder, who shall be desirous stand in the shareholders' register shall, to of becoming a member of the company in all intents and purposes whatsoever, within respect of the shares vested in him, in any the meaning of the deed of settlement, be of such capacities respectively, shall give deemed at law and in equity the absolute, notice in writing at the banking-house of sole, and beneficial holder and owner of the company in Newcastle-upon-Tyne, of such shares, and shall, as such, be the only such his desire, in which notice shall be person known to or recognized by the expressed the name and place of abode of New SERIES, XVIII.-Chanc.
the person giving the same, and the name forfeited to the other shareholders, and of the shareholder in whose place or right the same shall be forfeited accordingly. he claims, and the number of shares in John Ness, being entitled to forty-eight respect whereof he is desirous of becoming shares in the North of England Joint-Stock a member; whereupon, and upon other. Banking Company, died, having by his will wise complying with the provisions of the appointed Mary Ann Thomas to be his sole deed of settlement, he shall be admitted executrix, who proved the will. and become a member of the company in M. A. Thomas took no steps whatever respect of such shares, and have the same with reference to the shares, and made an transferred into his name accordingly, and affidavit that the assets of the testator were shall be personally charged with the duties under 201., and had been exhausted in the and liabilities incident to the ownership of payment of his debts. the same.
The Master included M. A. Thomas in The 30th clause is as follows :-The the list of contributories, in the character husband of any female shareholder, or the of executrix, in respect of the forty-eight executor, administrator, or legatee of a shares. deceased shareholder who shall not, under This was a motion by way of appeal the provisions lastly hereinbefore contained from the Master to exclude her name from elect to become a member of the company the list. in respect of the shares vested in him in Mr. Russell and Mr. Stevens, for the any such capacity, and also the assignees of motion, contended that, as the deed of every bankrupt or insolvent debtor pos- settlement required various formalities to sessing shares, shall be entitled to receive be performed before an executor could be any dividend which shall have become due a member of the company, and, as none of on the shares so vested in him in any such these had been performed, and as M. A. capacity as aforesaid, before his title to the Thomas had in fact declined to have any. said shares accrued, but no dividends which thing to do with the company, she was shall become due on the same shares after not a member of the company in the cha. his title shall have accrued shall be pay- racter of executrix, and therefore ought to able to or demandable by him, but shall be excluded from the list of contributories. till some person shall have become a mem- Mr. Bacon, for the official manager, was ber of the company in respect of the said not called upon. shares, remain in suspense, and shall not be paid till the transfer thereof shall be Knight BRUCE, V.C.-I agree in the completed, and the new holder thereof shall conclusion at which the Master has arrived, claim the same, and every transfer shall and consider that the name of M. A. carry with it the profits and interest and Thomas, in the character of executrix of share of capital and surplus or guarantee the testator, has been properly placed by fund in respect of the shares transferred, so him on the list of contributories. as to close all the right and interest of the party or parties making such transfer in respect of such transferred shares. The 31st clause is as follows:- In case
( In re The NORTH OF any person in whom any shares shall, by K. Bruce, V.C.) ENGLAND JOINT STOCK original subscription, purchase, marriage, June 20. BANKING COMPANY. bequest, representation, or other mode of
(Burlinson's case.) acquisition become vested, and who shall
Company-Contributories - Husband of not have executed the deed of settlement,
lemale Shareholder. shall, for six calendar months after notice in writing for that purpose, neglect or The deed of settlement of the N. of refuse to execute the same, it shall be E. Banking Company provided that the lawful for the directors to declare the husband of a female shareholder should shares so vested in such person so neglect- not be entitled to be a shareholder until he ing or refusing and all benefit and advan- had gone through certain formalities set out tage whatsoever incident thereto to be in such deed. A. married B, a female