shareholder. A. did not comply with these formalities, but received the dividends from time to time declared on the shares, and signed the dividend warrants in this manner, "A. pro B."-Held, that A. was properly put on the list of contributories.

In 1827 Ann Wetherell, being entitled to twenty shares in the North of England Joint Stock Banking Company, married Mr. Burlinson. After the marriage Mr. Burlinson received the dividends from time to time declared on the shares, and generally signed the dividend warrants in this manner," J. F. T. Burlinson pro Ann Burlinson." Mr. Burlinson did not comply with the formalities required by the 27th, 28th and 29th clauses of the deed of settlement (1).

The Master having put Mr. Burlinson's name on the list of contributories, this was a motion on his part that he should be excluded.

Mr. Swanston and Mr. Elderton, for the motion, contended that, as the formalities required by the deed of settlement had not been complied with, Mr. Burlinson was not liable. The only way in which he had acted was the receiving the dividends. In this, however, he had acted only as the agent of his wife. They cited Armstrong's case (2), Angas's case (3), and Hart v. Stephens (4).

Mr. Bacon and Mr. Headlam, for the company, were not called upon.

KNIGHT BRUCE, V.C.-The case before the Court does not appear to me to be in the least degree affected by the terms of the deed constituting and regulating the company, nor does it appear to me to be in the least degree affected by Angas's case, decided by me, nor does it appear to me to be affected by the question, if indeed it is one, whether these shares have been reduced into possession by the husband. The husband is most clearly liable, and his name ought, most clearly, to be upon the list. The only point for consideration, if it requires further considera

The deed of settlement of the N. of E. Banking Company provided, that the husband of a female shareholder should not be entitled to be a shareholder until he had gone through certain formalities set out in such deed. A. married B, a female shareholder, but took no steps whatever in respect of the shares, and never received any dividend-Held, that A. was properly put on the list of contributories.

In this case the name of B. ought to be put on the list of contributories with that of A.-semble.

John Craig bequeathed five shares in the North of England Joint Stock Banking Company to Mary Tod. The executors assented to the bequest, and the shares were assigned to Mary Tod, and she executed a deed of transfer to her, dated the 29th of March 1838, whereby she covenanted to pay the calls then made and thereafter to be made on the shares.

After the execution of this deed Mary Tod made an application to the bank for the dividends declared on the shares. In answer to this application she was informed that a call was then due on the shares, and that, until this call was paid, she would not be entitled to receive any dividends. Mary Tod took no further steps about the shares, and the company carried over to her account the dividends which were from time to time declared on the shares.

On the 26th of April 1846 Mary Tod married Mr. Sadler. Mr. Sadler never took any steps about the shares. In March 1847 the bank suspended payment.

The Master having put Mr. Sadler's name on the list of contributories, this was a motion on his part that he should be excluded.

Mr. Russell and Mr. Manisty, for the motion, referred to the 28th, 29th and 30th clauses of the deed of settlement (1), and contended that, as Mr. Sadler had not complied with the formalities required by that deed, he had never become a partner and was not liable to contribute.

Mr. Bacon and Mr. Headlam, for the official manager, were not called upon.

KNIGHT BRUCE, V.C.-Miss Tod before her marriage executed a deed whereby she covenanted to pay the calls. It is perfectly plain that Mr. Sadler must remain upon the list. The question is, whether his name, in right of his wife, sufficiently describes his position.

A discussion then took place as to the point whether Mrs. Sadler's name should be put on the list, and how it should be put on.

KNIGHT BRUCE, V.C.-My present impression is that, although it may be reasonably contended that the true state of things is sufficiently described by the mode in which Mr. Sadler's name is inserted, in strict propriety the wife should be there as well; as I apprehend that if she survived, the liability might fall upon her. As this is the motion of the husband alone, and no notice is served upon her, I cannot put her name on now. Mr. Sadler must pay the costs to the present time.

The order made was-Refer it to the Master to review his certificate, so far as relates to the absence of Mrs. Sadler's name from the list, with liberty to the official manager to serve such notice upon Mrs. Sadler as he may be advised.

(1) See Thomas's case, supra, p. 249.

In 1842 A, previously to her marriage, by deed assigned some shares in the North of England Banking Company to H. in trust for her, for her separate use. The bank stopped payment in 1847. The formalities required by the deed of settlement of the company were not complied with as to this transfer, and, between 1842 and 1847, H.'s name was not returned to the Stamp Office. In the books of the company was this entry with reference to these shares :"H. is appointed trustee, and invested with the absolute controul over them." This entry was made without H.'s authority. H. received the dividends between 1842 and 1847, and signed the dividend warrants. In some of the dividend warrants his signature was in this form-" H, A.'s trustee." H. also attended some meetings of the company:-Held, that under these circumstances H. was properly put on the list of contribu

tories.

Andrew Outerston by his will gave all his property to his wife, Elizabeth, and made her sole executrix, and she proved the will. Andrew Outerston at the time of his death was possessed of six shares in the North of England Joint - Stock Banking Company.

In 1842 Elizabeth Outerston married Thomas Taylor, and by a settlement executed previously to the marriage and dated the 23rd of March 1842, Elizabeth Outerston assigned the six shares to Mr. Hall upon trust for herself for her separate

use.

The deed of settlement of the company required that certain formalities should be gone through before a transferee of shares in the company could be admitted to be a shareholder of the company (1). None of these formalities were complied with.

The evidence adduced both by Mr. Hall and the official manager with reference to

(1) See Thomas's case, supra, p. 249.

Mr. Hall's dealings with these shares was as follows:-In the books of the company was the following entry in connexion with these shares: John Hall, 26, Brandling Place, is appointed trustee by deed of the 23rd of March (2), and invested with the absolute controul over them." There was no date to this entry. A person, however, who had been in the employment of the company deposed that he had made this entry by the direction of some person in authority in the office, and that he must have made it at least four years ago, as at that time he had ceased to be in the employment of the company. Mr. Hall, by his affidavit, denied that he had ever given any person any authority to make this entry in the books of the company.

Evidence was given that Mr. Hall (who had no shares of his own) had attended several meetings of the company, and was supplied with voting papers. Mr. Hall admitted the attendances, but denied that he had ever voted.

The bank stopped payment in 1847. Between 1842 and the stoppage of the bank the shares were stated in the different annual returns sent to the Stamp. Office to belong sometimes to "Andrew Outerston," sometimes to "Elizabeth Outerston," sometimes to "the executors of Andrew Outerston," and sometimes to Andrew Outerston's executors." During this time, however, the name Outerston alone was mentioned, and neither the name of Hall nor that of Taylor was introduced. After the bank stopped Mr. Hall's name was for the first time returned to the Stamp Office in connexion with the shares.

From 1842 until the stoppage of the bank Mr. Hall received the dividends declared on the shares and signed the dividend warrants. The form of his signature varied. Sometimes it was "For the executors of Andrew Outerston, John Hall," sometimes "John Hall" simply, sometimes "John Hall, Elizabeth Outerston's trustee," sometimes "For the trustees of Mr. Andrew Outerston and self, John Hall." In none of the dividend warrants was the name of Taylor in any way introduced.

(2) Sic, the year being omitted.

Upon this evidence the Master included the name of Mr. Hall in the list of contributories. This was a motion of Mr. Hall that he might be excluded from the list.

Mr. Hallett, for Mr. Hall.-The deed of settlement of the company provides that certain formalities should be gone through in order to constitute the character of a shareholder of the company. Not one of these formalities has been performed. Can the company then say that

Mr. Hall is a shareholder and therefore a contributory? Even supposing that these formalities are not strictly necessary, the evidence against Mr. Hall is of a very slight and loose character. First, there is an imperfect and dateless entry in the company's books made nobody knows when, and which, as has been distinctly sworn by Mr. Hall, was not made by his authority. This ought not to operate against him. Then, secondly, there are his attendances at the meetings of the company, his receiving the dividends and signing the dividend warrants. These acts are all obviously quite as referable to the character of an agent of Mrs. Taylor as that of a trustee for her. This is the only evidence, if it can be called such, against Mr. Hall. On the other hand, during the whole period between the date of the settlement and the stoppage of the bank the company, in the returns to the Stamp Office, never mentioned the name of Mr. Hall.

They did not know or recognize him during all that period. They considered the shares then as part of Mr. Outerston's estate. Their sending in Mr. Hall's name after the stoppage of the bank cannot be held to operate in their favour. Taking, then, the whole of the evidence, the result is this :-between 1842 and the stoppage of the bank, whatever might be the relation between Mrs. Taylor and Mr. Hall, Mrs. Taylor was the only person who was entitled to the benefits and liable to the losses of the company. This state of things has not been altered by anything that has since taken place.

Mr. Bacon and Mr. Headlam, for the official manager, were not called upon.

KNIGHT BRUCE, V.C.-Several cases have occurred in which, although the deed of settlement has directed certain form

H, the manager of a London joint-stock bank, in 1837 requested D, who lived in the country, to allow some shares in the company to stand in his name, for the purpose of being afterwards disposed of, with the understanding that D. was to have no advantage and to be under no liability. D. consented, and the shares were transferred to him. In 1841 H. requested D. to transfer the shares to H, and, by a deed then executed, D. assigned the shares to H. as manager of the bank, and H. covenanted with a registered officer of the bank to pay the calls, observe the covenants, &c. :—Held, that under these circumstances D. was properly put on the list of contributories.

In October 1837 Mr. Davidson, who resided at Ludlow, and had a situation in a branch established there of the Commercial Bank of England, received a visit from Mr. Hannay, with whom he was on intimate terms, and to whom he was under some obligations. Mr. Hannay represented that he was the manager of the Borough of St. Marylebone Joint-Stock Banking Company, and that he was "on a tour for increasing the list of shareholders of his bank," and requested that Mr. Davidson would allow 100 shares to be transferred into, and to stand in, his name for the pur

pose of being afterwards disposed of, and with the understanding that, until disposed of, they were to belong to the Marylebone Banking Company. Mr. Davidson consented, and accordingly executed the deed of settlement of the company, and received the scrip shares. On this occasion Mr. Hannay gave him the following letter:

"Dear Sir,-On the part of the Borough of St. Marylebone Bank, I hereby engage to transfer for you at par 100 shares of stock of that company held by you, and to keep you out of cash advance, and protect you against all loss by the said stock until the same is transferred to other parties, and I am,

"Dear Sir, yours sincerely,

"David Hannay, Manager." On the same 18th of October Mr. Hannay represented to Mr. Davidson that he had disposed of three lots of shares, amounting to thirty, to Mr. Terry, Mr. Enly, and Mr. Lloyd, and, at Mr. Hannay's request, Mr. Davidson executed three deeds of transfer of the shares to these gentlemen. The consideration stated in each deed of transfer was a sum of money paid to Mr. Davidson. The amount of these sums was 1801. The following memorandum was on that occasion given to Mr. Davidson by Mr. Hannay:–

"18th October 1837.

"Mr. Alexander Davidson has handed me three transfers of shares of St. Marylebone Bank to Messrs. Terry, Enly, and Lloyd-in all thirty shares, for which I have to receive on his account 180%., and which sum I will place to the credit of his cash account, credit on stock with the Borough of St. Marylebone Bank, when received.

"David Hannay."

The form was gone through of opening a cash account at the Marylebone Banking Company with Mr. Davidson, on which credit was given him for the 1807. The transaction with Mr. Davidson was stated thus in the books of the company:―

"The manager reported that he had allotted to Mr. Davidson of the Commercial Bank of England, Ludlow, 100 shares of stock, on the understanding that such shares as he could not transfer there should be transferred from him at par here, and that he had transferred thirty of the shares;

twenty to Mr. Terry, five to Mr. Enly, and five to Mr. Lloyd.-Affirmed.

"Col. Stanhope, Chairman."

Mr. Davidson heard nothing more of the matter until he received the following letter from Mr. Hannay, which was dated the 10th of May 1841:

"I now inclose a transfer of the seventy shares of stock held by you. When you took them the directors undertook to relieve you of them at any time at par. They have been at a discount for some time, and there is no prospect of an improvement. When you return the transfer, send the scrip certificates also."

By an indenture, dated the 10th of May 1841, and made between Mr. Davidson of the first part, Mr. Hannay, described as "the Manager of the Marylebone JointStock Banking Company," of the second part, and Mr. M. Balmanno, described as "the registered public officer of the banking company, of the third part," it is witnessed that, in consideration of 7771. 14s. by D. Hannay, "as such manager," paid to A. Davidson, the receipt of which was acknowledged by Mr. Davidson, Mr. Davidson assigned seventy shares in the company to Mr. Hannay. The deed contained the following covenant :

"And the said David Hannay, manager aforesaid, for himself and his successors in office, doth hereby covenant with the said M. Balmanno, and with and to the public officers of the said company for the time being, that he, the said David Hannay, manager aforesaid, and his successors in office, shall make and pay all such calls, instalments, and other payments upon, or in respect of, each and every of the said shares hereby assigned, as he or they shall from time to time be called upon or required to make and pay by the board of general directors of the said company for the time being, under the deed of settlement, perform the covenants," &c.

The deed was sent with the letter of the 10th of May 1841, and was executed by all parties.

Mr. Davidson never paid any calls, never received any dividends, and never had anything to do with the Marylebone Banking Company, except as to the matters before mentioned. Mr. Davidson's name was never returned to the Stamp Office.

The greater part of the circumstances before mentioned were stated in an affidavit made by Mr. Davidson.

The Master charged with the winding-up of the company having placed Mr. Davidson's name in the list of contributories, this was a motion that his name should be excluded.

The 4th clause of the deed of settlement is as follows:-"That the capital or jointstock of the company shall be 1,000,000l., divided into 40,000 shares of 251. each, and that the shares, which, at the date of these presents, have not been taken or subscribed for, and also those which may hereafter be created as hereinafter provided for, shall be allotted and distributed to such persons, and in such manner as the board of general directors of the said co-partnership for the time being shall think advisable."

The 30th clause is to the following effect:-"That whenever any shares in the said co-partnership shall be vested in a new proprietor, and such new proprietor shall have qualified himself to hold the same by executing these presents, all future liabilities on the part of the previous proprietor of such shares shall, so far as concerns the same shares, cease and determine, and such previous proprietor shall be exonerated from all claims, demands, &c. in respect of the same shares."

Mr. Bacon and Mr. Little, for the motion, contended that the above transactions were dealings between the company and Mr. Davidson. If there were any irregularities, they were those of the company, and that the members of the company ought not to be allowed to take advantage of them. At any rate the deed of the 10th of May 1841 exempted Mr. Davidson from all liability. They referred to the 4th and 30th clauses of the deed of settlement.

Mr. Lloyd and Mr. Hetherington, for the official manager.

KNIGHT BRUCE, V.C.-I have considered this case, and particularly the affidavit of Mr. Davidson. From the materials before the Court it appears to me to be a just inference that the transaction of 1837, respecting the 100 shares, of which 70 are now in question, was advised and was carried into effect by the parties to it, for the purpose of accrediting the fallacious representation