had been unsuccessful to obtain information as to the affairs of the company. In July 1846, the petitioner received a letter from the secretary, stating that 30s. per share, in respect of the balance of deposits received, was in the course of payment at the company's office, between the hours of 11 and 4 daily; and that, when the outstanding accounts could be adjusted, the remaining balance would be rateably divided amongst the scripholders. The petitioner stated that he believed that the directors had not paid the deposits on the shares which they had allotted to themselves, and that there had been no proper controul over the expenditure of the monies which had come to their hands. For these reasons he believed that he had received back a much less sum than he was entitled to. The affidavits in reply stated the following case. In July 1846, a circular, to the effect stated in the petitioner's case, was sent to the shareholders. On the 29th of October 1846 an account was produced to Mr. Murrell of the payments and receipts of the company, and he read it over, and expressed himself satisfied therewith, and stated that he should send his scrip to the secretary, and accept the amounts proposed to be returned. In November 1846 there was paid to Mr. Murrell 301., being at the rate of 30s. a share, in respect of the sums paid by him by way of deposit on the shares allotted to him. The petitioner then sent a letter to the secretary of the company, which was in part as follows:-"I acknowledge that I have surrendered to the provisional directors scrip for 20 shares in this company, numbered 1,211 to 1,230, in discharge for the first instalment, and in respect thereof, and I hereby undertake to give such further receipt or discharge as may be required by the said directors.' On the 1st of February 1847, the directors paid Mr. Murrell the further sum of 31. 5s., being at the rate of 3s. 3d. a share in respect of his deposit. Mr. Murrell thereupon gave a written receipt for this sum, in which he acknowledged it to be the second and final instalment of 38. 3d. upon each and every of his shares. Mr. Malins and Mr. Roxburgh, for the petitioner, contended that the company ought to be wound up under the act. The company could not be considered as dissolved. The interest of the petitioner might be small; but the petitioner ought to be considered as a petitioner on behalf of himself and the other shareholders. As to the delay, the Joint-Stock Companies Winding-up Act had offered facilities which did not exist before, and which the petitioner ought to be allowed to avail himself of. Mr. Lloyd and Mr. Bigg, for the provisional directors, were not called upon. KNIGHT BRUCE, V.C.-This company, whether formally dissolved or not, is substantially at an end, and has for years been So. There are no outstanding liabilities, as I understand, and no assets, except such as may be obtained by the directors from such of the shareholders as have not paid their deposits. I must view the petition as the petition of Mr. Murrell, whose only object must be considered to be the recovery of a sum which must be less than 221. Now this is asked in a case in which, in the year 1847, he received a second dividend by way of return of the amount deposited by him. He received it under the name and description of " a final dividend." It is not proved that since that time he has discovered any fact of which he had not notice before. I decline acting on this petition. I think that he received 3s. 3d. on each share in 1847, with sufficient notice of all the materials which he now has. I decline having anything to do with, or allowing the Court to be made subservient to, such a purpose as this. year from the commencement of their business, and were under liabilities to a large amount, and had allowed a great number of the members to retire upon terms. Upon a petition being presented under the Winding-up Act for a dissolution, it was held, that the Court could only interfere upon proof of the existence of some of the tests of insolvency prescribed by the act, and was not entitled to go into the pecuniary accounts of the company; and that the permitting a number of the members to retire upon terms did not amount to a dissolution of the company. Whether such a company is within the scope of the Winding-up Act-quære. This was a petition, by two of the shareholders of the Agriculturist Cattle Insurance Company, praying for the dissolution and winding up the affairs of the company under the Joint-Stock Companies Windingup Act, 11 & 12 Vict. c. 45. The petition stated that the company was formed in 1845, under the name of "The Agriculturist Cattle Insurance Company," and that by the deed of settlement the primary objects of the company were declared to be, to grant insurances against loss by mortality in all kinds and descriptions of animals, whether biped or quadruped, being property and live stock belonging to farmers or keepers of animals for exhibition, &c.; that the capital was divided into shares, transferable without the consent of all the co-partners; that the company consisted of more than twentyfive members, and that it was within the provisions of the Joint-Stock Company's Winding-up Act; that calls had been made and payments received thereon to the extent of 20,000l. and upwards; that in the period of a year from the company's first commencing business, they had incurred a loss of 20,000l. and upwards, and that, during the period of three years, their losses had exceeded 26,000l., exclusive of their outstanding liabilities, which amounted to about 1,200,000l.; that the directors, in contravention of the provisions of the settlement deed, had borrowed 3,300l. from the shareholders on their promissory notes, and had paid two half-yearly dividends out of the capital of the company; that three calls had been made, but that the second and third calls had been paid only on part of the shares. The petition then stated a transaction, by which a number of proprietors representing 4,262 shares, had been allowed by the directors to make certain arrangements with the company, by which they were allowed to retire from it without incurring any further liabilities, upon the terms of making certain payments to the company. An affidavit was filed, in opposition, by the secretary of the company to the effect, that the difficulties of the company arose from the rates of insurance being calculated on too low a scale, and from an epidemic disease which at the time was prevalent amongst cattle; that the rates of insurance had since been raised, and that the concern was now working to a profit. The case was heard originally before Vice Chancellor Knight Bruce, who dismissed the petition, on the ground that the objects of the company did not bring it within the scope of the Winding-up Act; and who also intimated an opinion that the circumstances and facts of the case were not such as to call for the interference of the Court. The petition now came on, by way of appeal, before the Lord Chancellor.. The Solicitor General, Mr. Swanston, Mr. Collins, and Mr. Fitzherbert, in support of the petition, contended, that the company were clearly within the 7 & 8 Vict. c. 111. as a body associated together for "commercial" purposes; that the word "trading" had received a judicial interpretation restricting its meaning to a particular class of dealings; but that the word "commercial" had a much wider signification; and they referred to Johnson's and Richardson's Dictionaries, Ex parte Bell, 15 Ves. 253. they urged that the circumstances in which the company was placed called for the interference of the Court, namely, a continuous series of losses from the commencement, and the allowing so great a proportion of the shareholders to retire, as amounting in itself to a virtual dissolution of the company, as the number of shareholders were thereby reduced below the amount required by the deed of settlement. Under the winding up it was not necessary to prove a case of insolvency in the strict sense of the term: it was sufficient to shew that the scheme was a ruinous speculation. Mr. J. Russell and Mr. Prior, contrà, contended that the object of the company being insurance, they were not traders within the meaning of the term; and that to constitute a "commercial" transaction there must be a buying and selling. And that as to the other point, no facts had been proved shewing that the company was in a state of insolvency within the meaning of the act; but that, on the contrary, the company was now being carried on with a reasonable expectation of profit. April 19.-The LORD CHANCEllor.Two questions have been raised upon this petition the first, whether the company is of such a nature as to be within the meaning of the Winding-up Act; and the second, whether the facts stated and proved shew a case for putting the provisions of that act into operation. The establishment of the company was for a singular purpose, though one that might be eminently useful, if it could be brought into practical operation, namely, the insurance of cattle. In the origin of societies for the insurance of human lives there was found to be considerable difficulties in estimating the value of lives, and great errors were committed in their calculations at the first. Whatever difficulties might have existed in the calculation of the probable duration of human life, the difficulties would be much greater in ascertaining the average duration of life in cattle, of course excluding the most usual casualty to which they are subject. With regard to these it was a difficult matter for the company to be informed at once, so as to bring Now, their rules within that degree of certainty which was necessary to enable them to carry on their operations with success. Thus, though the company thought that they had established this point, it appears that their calculations were erroneous at the first, either from the premiums being too low or, as the affidavits state, from an epidemic disease which was prevalent amongst cattle shortly after the formation of the company, and by which they sustained great losses and became involved in considerable difficulties. The capital of the company did not consist altogether of money realized, but depended upon the liability of parties who had engaged to furnish capital as it might be required. The members of the company were the holders of the capital until it was required for the purposes of the company. the petition states all this, and then states the difficulties the company got into, and the losses they sustained, and compares the amount of realized capital with the existing liabilities, but it includes in that statement the liabilities to which the company might become subject. It is quite clear that the latter items ought not to be carried into the account, because the premiums, that will fall due, may be more than sufficient to meet those liabilities. The larger the amount of insurance effected, the greater would be their liabilitics, and in all probability the greater their profits. In the case of fire insurance companies, if all the houses were to be burnt, the companies would be involved in great difficulties; but this is a circumstance not likely to occur, and the premiums are found to be more than sufficient to meet the contingencies of losses by fire. I cannot consider, therefore, the future liabilities of this company as proper to be taken into account. But am I to look into the state of their liabilities at all? The act does not require me to do that. There are certain tests provided by the act, suggested by the earlier acts, and which make certain transactions evidence of insolvency, and which, coupled with other things, are proof that the company cannot go on. But parties cannot come here and say the company cannot go on for want of sufficient funds, and therefore it ought to be wound up. If that were the case a very short act would have sufficed, and a difficult jurisdiction would have been thrown on the Court. But no jurisdiction arises except upon proof of certain acts which the legislature has made the tests of insolvency. In this case insolvency has not been proved to exist at all; and though the liabilities may now press hard upon the existing capital of the company, yet the real capital of the company, as I before observed, is that which the shareholders have engaged under their contract to produce, when required. Assuming this company to be within the provisions of the act, has a proper case been made out for the interference of the Court? First, on the ground of insolvency, none of the tests, which the act calls for, are shewn to be applicable to this case. Secondly, it was said, that certain transactions had taken place among the shareholders which amounted to a dissolution; and that the directors were now carrying on the business merely for the purpose of winding up the concern. If that were so, then the case is within the provisions of the act. The last clause of the Winding-up Act is so very comprehensive, that it is not easy to give it a definite meaning. It gives the Court a discretionary power to wind up the affairs of a company if it sees any good reason for so doing (sect. 5. cl. 8.) But that cannot mean, that, because the Court may think the speculation likely to be unsuccessful, therefore it may be wound up. The clause must be taken to mean reasons ejusdem generis with those previously mentioned in the act. The transaction in respect to the retirement of certain shareholders does not appear to me to be such a circumstance as would warrant the Court in declaring the company dissolved. But it was said that that was virtually a dissolution, and that what took place afterwards was for the purpose of winding up the concern. I have looked through the affidavits, and I do not so understand it. The difficulties of the company had naturally created dissatisfaction among the shareholders, who were required unexpectedly to pay up calls. They became alarmed at their position as to liability. In order to meet this difficulty, a proposition was made that the dissentients should be allowed to retire. There was an obvious way of doing this. If a shareholder did not pay his calls, his shares might be declared forfeited; but this was a harsh measure, because though they had forfeited their interest, they were not relieved from existing liabilities. It was thought, therefore, more just and fair to all parties to let the dissatisfied parties retire upon certain terms: viz., upon paying a proportion of the calls, and not considering them any longer members of the company. These terms were accepted by a certain number who retired. The other shareholders continued to go on with the concern; and they state in their affidavits that there is reason to believe that the future prospects of the company are favourable, and that there is every probability of its working its way with considerable profit. As to profit, I see nothing in that to bring the case within the jurisdiction. It cannot be said that the retirement of certain members is a dissolution of the company, only on account of the mode by which they are permitted to retire. Then they say, that the rates of the premiums, which were too low, have been raised and other beneficial alterations have been made in the management of the business, and that the concern is now carried on to a profit, though contracted in its operations. Now, in such a state of things, what is there to authorize the Court to wind up the company? There is no proof of insolvency, and the retirement of certain members is not a dissolution. The object of the continuing members is clearly, not to wind up the concern, but to continue the business of the establishment. The grounds, therefore, upon which I decide that no order can be made for winding up this company are, that no facts are proved to justify the interference of the Court, even assuming the nature of the company to bring it within the operation of the Winding-up Act; upon which latter point I give no opinion. The application must be dismissed, with costs. Company-Winding-up Act-Resolution at a General Meeting of a Joint-stock Company-Contributory-Acquiescence. At an extraordinary general meeting of a joint-stock company, a resolution was passed by a majority of the shareholders then present, that the directors should be at liberty to purchase the shares of any member who should be desirous of withdrawing from the company. In pursuance of the resolution, A. B, a shareholder, sold his shares to the directors. The company afterwards becoming embarrassed, an order was made under the Joint-Stock Companies Winding-up Act for winding up the affairs of the company :Held, upon appeal, that as the objects of the resolution were not authorized by the deed of settlement, the sale was a nullity, and that A. B. was properly placed by the Master upon the list of contributories, without qualification. The shareholders, not present at the meeting, though cognizant of the transaction, held not to be bound on the ground of acquiescence. By a deed of settlement dated the 3rd of March 1840, a company was formed under the title of "The Vale of Neath and South Wales Brewery Joint-Stock Company." The capital of the company was to be 125,000l. in 6,250 shares of 201. each. The 22nd clause of the deed of settlement was to the following effect:-The directors shall, at all times, have or keep in the hands of the bankers of the company such a balance as shall be sufficient to answer the current expenses and demands of the company, and when such balance shall be more than sufficient for the ordinary purposes of the company, the directors shall accumulate the same until a surplus fund be raised amounting to the sum of 10,000l. The 23rd clause was this:-The directors may from time to time by and out of the surplus fund herein before mentioned, purchase any share or shares in the capital stock of the company which shall be offered for sale, and shall, at their discretion, either sell the NEW SERIES, XVIII.-CHANC. same upon such terms and conditions as they may think proper, or shall suffer the same to sink into the general stock or funds of the company for the benefit of the existing shareholders according to their several and existing shares therein. Israel Morgan took six shares in the above-mentioned company. In April 1844, the affairs of the company became embarrassed. On the 10th of April 1844, an extraordinary general meeting was held, at which the following resolution was passed : "That if any shareholder shall be desirous of withdrawing from the company, the directors shall be at liberty to purchase his shares at a price not exceeding 157. per share, on his investing, or procuring to be invested, an amount not less than the purchase-money for his shares, and taking the loan note of the company for five years at 51. per cent. for such investment, together with the purchase-money for his shares." Mr. Morgan exercised the option given him by this resolution, and accordingly sold his shares for 15. each to the company, and invested a sum equal to the amount of the purchase-money, as required by the resolution, and received the loan notes of the company for these sums. By a deed dated the 18th of June 1844 and made between Israel Morgan of the first part, W. H. Buckland, a director, of the second part, and the trustees of the company of the third part, in consideration of 90%. Israel Morgan assigned his six shares to W. H. Buckland. In the books of the company was an entry to the effect that the shares had been transferred to Mr. Buckland. The Master put Mr. Morgan's name on the list of contributories without qualification. Mr. Morgan now moved, by way of appeal from the order of the Master, that his name should be on the list in respect only of the debts, liabilities, and losses of the company up to the 18th of June 1844. It was stated in opposition to the motion, that some of the formalities of the deed of settlement had not been complied with with reference to the extraordinary general meeting at which the above resolution was passed. Mr. Bacon, Mr. G. L. Russell and Mr. 2 M |