that Mr. Davidson had taken, and was the holder of, these shares on his own account, and at his own risk; the object having been-such, at least, is judicially my inference to induce or encourage the taking of shares by persons whom Mr. Hannay or the directors might think it advantageous or useful to add to the company. If this was so, a court of justice, at least, must regard the transaction as unfair, and treat it as a case tainted with deceit. Mr. Davidson's counsel argued that it had no other meaning, and no other effect, than to constitute him agent for the company or the directors, for the disposal of the shares. I cannot accede to the argument. Had the nature and the intention of the transaction been so, it would have been constructed and managed, I think, in a plainer and more simple form. His counsel also contended that it had not been proved that any person had in fact been misled. The intention, however, in my judgment, was to deceive, and it has not been proved or alleged that strangers did not (as I think it reasonable to assume that strangers did) become shareholders after this transaction. If they did so, it seems right to presume that they became shareholders in the belief that the persons ostensibly shareholders were truly so. I also think that the case of the shareholders who were bona fide so before the transfer, and who continued such, is not to be disregarded in considering this question. Under the circumstances then, as I view them, the shareholders generally desiring to hold Mr. Davidson to these seventy shares, as the true proprietor for every purpose as between them and him, I should certainly, if the arrangement of 1841 had not taken place, have decided in conformity with the Master's conclusion. Does this arrangement, then, vary the case? In my opinion it does not. If the business was a mere ceremony consequent upon the transaction of 1837, or rather perhaps a part of it, I cannot interfere with the Master's decision. Although refusing the motion, I have not held myself bound to do so with costs, especially as I am not satisfied that Mr. Davidson had well considered the transaction before he consented to become a party to it, or that he thought himself to be acting with impropriety. A shareholder in a steam packet company transferred two shares to B. in the books of the company. B. did not execute the deed of transfer, and did not comply with any of the formalities required by the deed of settlement of the company as to the transfer of shares. By the rules of the company proprietors were entitled to free passages in the company's boats. In the course of three years B. made sixteen free passages, and, on each occasion, represented himself as a proprietor, and signed his name in a ticket opposite to the words "proprietor's signature” :—Held, that B. was properly put on the list of contributories. The books of a joint-stock company are evidence against a person representing himself to be a proprietor of the company. In 1841, Mr. J. F. Maguire, a student of law in Ireland, intended to keep terms in England, in order to be called to the bar in Ireland. At this time Mr. J. F. Maguire's father, who had about sixteen shares in the St. George's Steam Packet Company, transferred two of them into the name of his son. The transfer was executed by the father, but not by the son. According to the rules of the company every proprietor was entitled to free passages in all the company's boats. The way in which this privilege was exercised was as follows:-The proprietor went to the office of the company, at the place from which the boat started, by which he intended to go, and, having satisfied the persons in attendance there that he was a proprietor, the following blank ticket was produced: "[ ] a proprietor of the company has engaged ] berth No. [ in the ship ] for [ and is entitled to a free passage. "Proprietor's signature [ "Officer's signature [ ] ]." The counterfoil of each such ticket had the words printed on it "proprietor's ticket." The blanks were then filled up according to circumstances, and the proprietor signed his name opposite to the words " proprietor's signature." The ticket so filled up entitled the holder to a free passage in the boat in question. After the two shares were so transferred Mr. J. F. Maguire availed himself of this privilege; and in the years 1841, 1842, and 1843 made sixteen free passages between England and Ireland. The 17th, 18th, and 21st clauses of the deed of settlement of the company contained various formalities which were to be observed in order to constitute the title of a shareholder. These formalities had not been complied with by Mr. J. F. Maguire. Under the above circumstances the Master charged with the winding up of the company put down Mr. J. F. Maguire as a contributory in respect of two shares. This was a motion by way of appeal from the Master's decision, that the name of Mr. J. F. Maguire should be excluded from the list of contributories. By the 49th section of the 11 & 12 Vict. c. 45, it is enacted, "that, as between the contributories, the books, accounts, and documents of the company shall be primá facie evidence of the truth of all matters therein contained, and purporting to be therein recorded." Mr. Jessell, for the motion. First, the books of the company are not evidence against Mr. J. F. Maguire. It is true that partnership books in general are evidence against partners; but that principle does not apply to the members of a company like this. This is established by the case of Hill v. the Manchester and Salford Waterworks Company (1). These books are not made evidence by the 49th section of the act. The words of the act are " as between the contributories," that is, once establish a person to be a contributory, and the books are evidence. Until, however, he is established to be a contributory, and in the process of trying to make him a contributory, they are not evidence. Putting then the books of the company out of the question, the facts are simply these: A person representing himself to be a proprietor, but not being one, has by false (1) 5 B. & Ad. 866; s. c. 3 Law J. Rep. (N.S.) K.B. 19. NEW SERIES, XVIII.-CHANC. representations obtained sixteen free passages between England and Ireland. This is undoubtedly very wrong, and may subject him to penalties before a proper tribunal. It is not, however, conduct which justifies the putting him on the list of contributories. Secondly, supposing the books to be evidence against Mr. J. F. Maguire, as the formalities required by the deed of settlement have not been complied with, he is not a proprietor, and therefore not a contributory. How can the company with one breath say that a person shall not be a proprietor, unless such and such things are done, and with another say that he is a proprietor, although these things have not been done? He cited Taylor v. Hughes, 2 Jon. & Lat. 24. On Armstrong's case being cited, KNIGHT BRUCE, V. C. read from his judgment this passage "I agree that the parties intending to waive the formalities of the deed of settlement might have waived them." Mr. Bacon and Mr. Prior, for the official manager, were not called upon. KNIGHT BRUCE, V.C.-Independently of the books, and without any reference to them, this gentleman is proved to have represented himself as a proprietor, and to have acted as a proprietor, so plainly and distinctly, that he is in my judgment established to be a proprietor, and, if a proprietor, a contributory. Whether the admission of the books as evidence is or is not to depend upon the statute, is a question upon which I do not think it necessary to decide anything. The books are plainly admissible, and they shew the number of shares in respect of which he is a proprietor; inasmuch as they shew a transfer by his father to him of two shares. These are the shares in respect of which the Master has inserted him on the list. It has been said by Mr. Maguire, and correctly said, that the various formalities required by the deed of settlement have not been complied with; and he has contended that, by reason of this non-compliance, he is not to be held liable. Considering, however, the course which this gentleman 2 L has pursued, I think that he cannot be heard to say that the formalities have not been waived. I have already said (2), and I say again to-day, that parties. intending to waive the formalities of the deed of settlement may waive them. The just and inevitable inference from the circumstances in evidence before me is, that both parties waived the formalities of the deed of settlement in respect of these shares. I think, therefore, that the Master could not properly have come to any other conclusion than that it was proper to place this gentleman on the list for the two shares for which his name stands placed there. Motion refused, with costs. K. BRUCE, V.C. June 7. In re THE ST. george's STEAM PACKET COM- (Pim's first case.) Company-Contributories-Joint Trust. A. transferred forty shares in a company into the names of B. and C, without the knowledge of B, on certain trusts. A. died, having appointed B. his executor, who proved the will, and then became acquainted with the circumstance. An application was made by D, an officer of the company, to B, to give up the forty shares, and to take forty other similar shares, to which B. consented, and D. sent B. twenty-seven other shares, and an undertaking to furnish thirteen more. B. took no other steps about the shares. An application to put B. on the list of contributories was refused. deed among his papers, and thus, for the first time, became acquainted with the circumstance. He did not, however, take any steps whatever about them. In January 1842 Joseph Pim, one of the directors of the company, requested Mr. Joshua Pim to give up to the company the forty shares, and stated that forty other shares in the company should be given to him in lieu of the shares so to be given up. He represented that the transaction was intended to be merely the substitution of one set of shares for another. Mr. Joshua Pim gave up the forty shares. In February 1842 Mr. Joseph Pim sent Mr. Joshua Pim twenty-seven other shares in the company, and a letter, in which he stated himself to be accountable for thirteen more. In the books of the company it was stated that the forty shares so given up by Mr. Joshua Pim had been cancelled, and that Mr. Joseph Pim had transferred twenty-seven shares, which had been standing in his name, to Mr. Joshua Pim and Mr. Harvey. Mr. Joshua Pim did not act in the matter any further than giving up the forty shares which he had found, and receiving the twenty-seven shares and the letter, which had been sent to him. The Master charged with the windingup of the company having, under the above circumstances, declined to put Mr. Joshua Pim on the list of contributories, this was a motion by the official manager, by way of appeal from the Master's decision, that the name of Mr. Joshua Pim, on his own account, should be inscribed on the list in respect of forty shares. It was stated at the bar that an attempt had been made to put Mr. Harvey on the list, but had failed. Mr. Bacon and Mr. J. V. Prior, for the motion. It is a well established rule of law, that if A. contracts on behalf of himself and B, with C, to do a thing, and B. repudiates A.'s authority, A. is solely liable to C. Here Mr. Joshua Pim must be taken to have contracted with the company on behalf of himself and Mr. Harvey. Mr. Harvey would have nothing to do with this contract. Mr. Joshua Pim therefore alone is liable to the company. 1 Mr. Roundell Palmer and Mr. J. Pearson, for Mr. Joshua Pim, were not called upon. Knight Bruce, V.C.—Mr. Joshua Pim may or may not be personally liable, in his own right, to all the creditors of the company. That point I do not consider, and I give no opinion upon it. The question is, whether the company are entitled to say that he is liable in respect of these shares. As a general proposition, if a man, without authority, professes to act as the agent of another, who afterwards disclaims the act, the person who so professes to act is personally liable. So also as a general proposition, he who contracts in the joint names of himself and another, without the authority from that other, is personally liable alone. The present case, however, stands on different grounds. This gentleman had nothing whatever to do with the use originally made of his name in connexion with that of Mr. Harvey. He afterwards discovers how the case stands. Then an officer of the company, as I understand, or, at all events, a person acting for the company, applies to him to take shares of some other denomination, instead of those which are in the names of Mr. Harvey and himself. This is agreed to. This transaction, in my opinion, does not, and never was meant to, create any liability in Mr. Joshua Pim different from that to which he was under before. Mr. Joshua Pim meant to contract upon the joint account of Harvey and himself, and the circumstances of the case preclude the company from saying, or from telling him, that he did contract otherwise than on the joint account of Mr. Harvey and himself. The consequence is that, in respect of these shares, this gentleman is either liable with Harvey, or not at all. If the company wish to make an endeavour to bring also Mr. Harvey upon the list, this application may stand over for the purpose. I am of opinion that, as between the company and this gentleman, (to which state of things I confine myself) it would be the height of injustice to make him liable alone. I refuse this motion with costs. A, in consideration of a sum paid by B, and by B.'s direction, transferred forty shares in a company to C. and D, without their knowledge. B. died, having appointed C. his executor, who proved the will. At the request, and on the application of an officer of the company, C. gave up the forty shares to the company, and they were cancelled. C. did not act in any other way in respect of these shares:-An application to put C. on the list of contributories, in respect of the forty shares, in his character of executor of B, was refused. This was another motion affecting the forty shares mentioned in the preceding case. The additional facts adduced on this motion in respect of these shares were as follows:-After the company had been for some time established, a resolution was passed by the company for creating a set of new shares, and some of them were issued accordingly. Forty of these new shares were allotted to Mr. Joseph Pim, then a director of the company. Mr. Joseph Pim, in consideration of 2,000l. paid to him by Jonathan Pim, and by the direction of Jonathan Pim, transferred these forty shares into the names of Joshua Pim and Mr. Harvey, as mentioned in the last case. Soon after the above-mentioned resolution was passed doubts were thrown upon its legality, and all the new shares which had been issued, with the exception of the forty shares above mentioned, were called in and cancelled, and debentures of the company were given to the holders of them as a consideration for their having been delivered up. After the death of Jonathan Pim, the transactions as to the delivering up of the forty new shares, and the giving the twenty-seven old shares mentioned in the preceding case, took place. The official manager applied to the Master that the name of Mr. Joshua Pim might be inserted in the list of contributories, in the character of executor of Jonathan Pim, in respect of the forty shares. The Master having declined to do so, this was a motion by way of appeal from the Master's decision. Mr. Bacon and Mr. J. V. Prior, for the motion. Mr. R. Palmer and Mr. J. Pearson, for Mr. Joshua Pim, were not called upon. KNIGHT BRUCE, V.C.-The question to what extent, or whether to any extent, the estate of Jonathan Pim is liable to the creditors is not before me. The question before me is between the company, that is to say, the partnership, and his estate. I am of opinion that the effect of the evidence is to establish that the partnership, by its authorized agents, intended to discharge, and did discharge, the estate of Jonathan Pim in respect of these forty shares, so far, if at all, as it ever was liable upon them. I do not mean to touch the question in respect of the twenty-seven substituted shares, or to say whether his estate or the estate of any other person is liable in respect of them. The order may be worded in any reasonable way so as to make my view of the matter clear, and I give the respondent his costs. In 1845 a railway company was formed, and twenty shares in it were allotted to A, on which he paid a deposit at the rate of 55s. per share. The scheme was soon after abandoned. In October 1846 the directors paid back to A. (with the other shareholders) a sum at the rate of 30s. a share, in respect of the amount deposited by him, and in February 1847 the directors paid also to A. (with the other shareholders) a further sum at the rate of 3s. 3d. a share as a final dividend. The officers were then discharged and the place of business abandoned. A. presented a petition for wind ing up the company under the Joint-Stock Companies Winding-up Act. The facts stated by A. in support of his petition were known to him before February 1847. The petition was refused. In July 1845 the South Essex Railway Company was formed. The capital of the company was to be 900,000l. în 18,000 shares of 501. each, and a deposit of 27. 15s. was to be paid on each share. Twenty shares were allotted to Mr. Murrell, upon which he paid a deposit of 551. A bill was soon after introduced into parliament, but thrown out. The scheme was then given up. The directors paid to the shareholders (including Mr. Murrell) two instalments of 30s. and 3s. 3d. in respect of every share on which a deposit had been paid. The officers of the company were then discharged and the place of business abandoned. The matter was so far concluded in the beginning of the year 1847. Mr. Murrell now presented a petition, under the Joint-Stock Companies Windingup Act, 1848, praying that the South Essex Railway Company might be wound up under that act. The case stated by the petitioner in his affidavit was as follows:-In April 1846, after the bill was thrown out, the petitioner wrote to the secretary of the company, asking him for full particulars as to the number of shares allotted, the amount of the deposits paid, and the accounts. The secretary in reply merely referred him to a meeting of the company, which was to take place in May. The meeting took place. The chairman then stated to the meeting that, according to the projected scheme, the number of shares in the company was to have been 18,000; that applications had been made for 64,756 shares, and that 14,587 shares had been allotted, and that deposits had been paid in respect of 12,570 shares. Upon being asked to explain why more shares had not been allotted, and why deposits had not been paid on all the shares which had been allotted, the chairman gave no answer, or no satisfactory answer, In June 1846, the petitioner wrote to the solicitor of the company, asking again for the particulars above mentioned, but did not obtain any answer. The petitioner stated other attempts which |