ROLLS.] Re THE NATIONAL ASSURANCE AND INVESTMENT ASSOCIATION. The marquis had never, in reality, possessed the proper qualification for the directorship, and moreover, he never executed the deed or knew of the qualification provided by it. The transfer of the 500l. capital stock into his name was without his knowledge and consent and was a fraud upon him. Supposing that any iability attached to the marquis in consequence of his being a director, that liability ceased in July 1854, vhen he desired to be removed from the list of lirectors. In a memorial duly registered in Sept. 1854 he name of the Marquis of Abercorn was omitted rom the list of directors, though it appeared as one of he trustees of the association. Then, as to the fact of the payment into his Lordship's bankers of the dividends of the 105/. for directors' fees-the evidence showed that the marquis knew nothing about it; the 105. cheque and the yearly payments were all fraudulently paid by Morrison to the marquis's account, and could not therefore be used as evidence to prove that he acted as a director, or was liable as a conributory. Ogle (of the common law bar) appeared for Mrs. Davies, a depositor. [ROLLS. or that authority was not given them to do so. He had made inquiries respecting the society; he must have known that it was regulated by some instrument or other, and that it was not a mere voluntary association. He was expressly set upon inquiry as to what were the conditions necessary to qualify a person to act as a director. He must be taken to have known therefore that when they elected him they were entitled and authorised to allot him so much stock (according to the then usual practice) as was necessary to constitute him a director. Further than that, however, they had no right to go; but as the holding of 100. stock was sufficient to constitute him a director, I am of opinion that the marquis must be held bound to the extent of 100%., part of the 500l. stock which was transferred into his name. As to the remaining 400l. stock, I think he is not bound, as no notice was given to him of the transfer of it, and it was not required by the constitution of the society that he should be the holder of stock of that value. If the court should hold that, when he authorised the board to elect him a director, he did not authorise them to do all things necessary and proper to carry the election into effect, it may be The MASTER of the ROLLS.-I am of opinion that easily seen to what length the arguments founded on It is not open to the Marquis of Abercorn to contend such a holding may eventually be carried. If he had that he was not a director, as well as a trustee, of regularly attended the board up to the present time, it the association during some period of time, the might be contended that, not having authorised the duration of which will, however, have to be ascertained. board to qualify him as a director, he was not liable; Mr. Wells expressly so stated. The marquis does not although, in the meantime, his name had been given doubt the accuracy of that statement, and his letters to the public, who, believing that they had the security asking to be appointed as a director, as also his con- and high character and large property of the marquis versation upon the subject, all show that he acknow- to assure them that he could not embark in a bubble ledged himself to be a director, and that he did not speculation, might have been led to believe that they dispute the correctness of his being so treated. I am could safely contribute their property to such a therefore compelled to hold that he was, by his own company. The moment, however, that the marquis consent, a director of the company during some period ceased to be a director, that reasoning does not of time. The next question is, what is the conse- apply. I am of opinion that as soon as he ceased quence of his being a director? The contention is to be a director it was the duty of the board to that he never was a bona fide holder of any stock at have transferred out of his name the stock which they all; that it cannot be imputed to him that he did hold were authorised to transfer into it on his election. It any; and that there is nothing incidental to the office must be assumed they did what they were bound to do of director to fix him as a contributory for any period on his ceasing to be a director; and that if the marof time whatever. When Mr. Wells asked his quis had been informed that he was still a holder of Lordship to be a director, he did not indeed at once stock in the company, he would have taken the necesconsent; but he employed his solicitor to make in- sary steps to have the stock transferred out of his name. quiries as to the character of the company. There- It is clear that if I adopted the construction of the fore, some inquiries were made respecting it. On the 45th clause of the deed of settlement which was pressed 27th Oct. 1853 a letter is produced to the board of upon me by Mr. Rolt and Mr. Bristowe, it would enable directors from Mr. Wells, proposing his Lordship, with directors who have been guilty of irregularities to get his consent, to be a director of the company. What rid of all liability. As to the 105l. investment stock then took place is very material. That letter from standing in the name of the Marquis of Abercorn, and Mr. Wells was read to the board, and the marquis on which he received the dividends up to 1861, I am was unanimously elected a director. An entry was of opinion that he must be placed on the list of conthen made in the minute-book, by which 500l. capital tributories in respect of it. Whether, as such contribustock was allotted to him. The question then is, what tory, he is in the same position as if he were a is the effect of that transaction? Mr. Rolt did not depositor of that sum of stock, is a matter to be hesitate to say that it was a deliberate fraud upon his hereafter determined. The investment sum of 1057. Lordship; but Mr. Bristowe did not put the case so was for fees payable to him as a director, although high as that. He said that the concealment of the he did not attend: and it appears that a cheque facts constituted a fraud. I am of opinion, however, for that amount was kept back for that there was no fraud at all in the transaction. It without the knowledge of the marquis appears by the books of the company that what was was then laid out in the investment stock then done was in the usual mode of dealing with the and the dividends paid upon it from July 1860 down qualification of a director on his appointment. No to Jan. 1861 to his bankers, and by them carried in doubt it was very imperfect, but it appears to have their books to his credit. The marquis was therefore been the ordinary proceeding to credit a director with the holder of 1057. stock in the company, for which 5001. stock on one side and to debit him with the like he paid nothing, and in respect of which he has reamount of cash on the other. I am of opinion-and Iceived the dividends for a period of four or five years. I wish it to be understood as the foundation of my judg- am of opinion that he must be taken to be a contriment-that when the Marquis of Abercorn authorised butory in respect of that sum; that it is not open to Mr. Wells to apply to have him appointed as a him to say that he did not know from what source it director of the company, he authorised the directors was derived; that the receipt of his banker is the who elected him to do everything that was legal and consistent with the deed of settlement and necessary to constitute him a director. He cannot, therefore, afterwards say that he did not authorise them to take that course, ly a year that it his name, same as a receipt of it himself; and that he must be held to be a contributory in respect of it. The consequences of his being a contributory must be determined hereafter. I am of opinion therefore, with V.C. S.] WARD . HIPWELL. [V.C. S. out stating what consequences those may be, that the bers of the Baptist church and congregation marquis was a director of the company from Oct. Sharnbrook, against William Hipwell, William Lawto 1853 for a certain period, and the holder of 1007. Wykes, and William Dickins, the three remaining capital stock; and that he must be fixed as a contri-trustees of the chapel; and William Islip. It prayed ai butory in respect of the sum of 1057. investment stock amended, that Mr. Islip might be decreed to delar of which he received the dividends. Without stating, up possession of a house at Sharnbrook, which to therefore, the exact nature of the marquis's liabilities, I plts. alleged was erected for the residence of must fix him as a contributory in respect of the 1001. minister, and which had been let by Messrs. Hipcapital stock, and the 1057. investment stock. well, Wykes and Dickins, to Mr. Islip, under an agr ment, dated the 15th Sept. 1860, for seven years, an annual rent of 204, and that the agreement mig be cancelled; also that Mr. Islip might pay an pation rent. The bill also prayed that the plt. Wheeler, as duly appointed minister, might be decira entitled to the occupation of the house, and that the trusts of an indenture of the 24th Nov. 1843, V. C. STUART'S COURT. Reported by JAMES B. DAVIDSON, Esq., of Lincoln's-inn, Barrister-at-Law. March 11 and 12. WARD v. HIPWELL. trustees. administered under the direction of the court. The question in the suit was, whether, under t provisions of this deed, Messrs. Hipwell, Wykes Dickins were authorised to make such an agreement that of the 15th Sept. 1860. In 1839 the chapel was conveyed to trustes: whom the three first-named plts. and three f named defendants were some; and in 1843 a piece land at Sharnbrook was purchased by the trustes i Mr. Hipwell for the purpose of providing a suit dwelling-house for the residence of the minister. By an indenture dated Nov. 1843, a piece of land was conveyed to trustees of a Baptist chapel for the purpose of building thereon a dwelling-house for the minister; and it was declared that the trustees should permit the then present and every future minister, “duly chosen and appointed," to occupy the house "during so long a time and in such manner and under such regulations as the said trustees The deed of conveyance was dated the 24th N or a majority of them should order and direct." In 1843, and made between the said William Hiped c case the house should not be occupied or tenanted by the first part, and the said James Ward, Thas "such minister as aforesaid," the trustees were to Collier, the said William Lawton Wykes, the be at liberty to let the house, and receive the rents William Dickins, the said William Wright the e and profits on trust to apply the proceeds in dis- the said Joseph Spencer, and George Pratt et charge of any mortgage on the premises. On the second part. It recited that the parties of the set 4th July 1860 a Mr. W. was elected probationary part being trustees of the Baptist meeting-house minister of the chapel, and, on the 27th Sept. fol- other hereditaments at Sharnbrook were desire lowing, his election was duly recognised. In the in- providing a suitable dwelling-house for the res terval, out of the six surviving trustees of the deed the minister or preacher for the time being of the s of 1843, the three defts. (who had not recognised meeting-house; that they had contracted with Mr. W.'s appointment) called a meeting, at which Hipwell for the purchase of the piece of land for they alone were present, and adopted resolutions and had taken possession of the same, and were t which were carried out by an agreement dated the building thereon a dwelling-house as a residence fr 15th Sept. for letting the house to a stranger for a said minister, and the cost of such purchase and erect term of seven years at a rent of 201. was defrayed by the trustees out of certain funds pla The plts., the three remaining trustees, having filed a at their disposal. The deed then witnessed the bill on behalf of themselves and all others the Hipwell appointed the said piece of ground *** members of the congregation to recover possession on use and behoof of them the said James Ward, The behalf of Mr. W., the defts. contested their right: Collier, W. L. Wykes, Wm. Dickins, Wm. Wright first, on the ground that there was a vacancy in the elder, Joseph Spencer and George Pratt, their pastorate at the time of letting; secondly, that they and assigns, upon trust that they, the said par were a majority of the trustees (one of the three thereto of the second part, together with the sa complaining trustees being mentally incapacitated liam Hipwell, or other the trustees or trustee for t from acting); and, thirdly, that they were autho-time being of those presents, did and should p rised to let the house in discharge of an existing mortgage: and suffer the then present minister or pres Held, upon the construction of the deed, that Mr. W., though a probationary minister only, was entitled to residence in the house during his novitiate; and that there was not such a case of vacancy of occupation as that the trustees were authorised to let: Held, further, that the existence of a mortgage was not a sufficient reason why the trustees should let the house, inasmuch as the equity of redemption in the house, just as much as the house itself, was in-long a time, and in such manner and under such re tended for the benefit of the minister. lations, as the said trustees, or majority of them, s from time to time order and direct." And it further declared and agreed, that, "in case the same should not be occupied and tenanted by such EiListe or preacher as aforesaid, it should be lawful for said trustees, or the trustees or trustee for the The plts. in this suit were James Ward, Joseph being of those presents, to let the same to any Spencer, and William Wright the elder. three of the person or persons, in such manner and un trustees, and Samuel James Wheeler, the minister of the like regulations as aforesaid, and to rece the Baptist chapel at Sharnbrook, in Bedfordshire, and and take the rents, issues and profits therest. George Sturgis the younger. The bill was filed by the and did and should stand possessed thereof, upon plts. on behalf of themselves and all other the mem-in the first place, to pay and apply the same in paym A majority of trustees have no right to bind themselves, trast, V.C. S.] WARD V. HIPWELL. [V.C. S. and discharge of all costs and charges that might be | Wheeler had given formal notice that the house was I awfully expended and incurred in the due execution of for the residence of the minister, forcible possession Che trust thereby reposed in them, and after such of the house was on the 31st Oct. 1860 taken by the payment did and should pay and apply the residue, if plts. (except the plt. Wright, who was alleged to have ny, in discharge of any mortgage or mortgages, or the been for many years of unsound mind and incapacinterest thereof, or other incumbrances, if any, upon tated from acting as trustee); but the person put in or affecting the said trust premises, made pursuant to possession by the plts. was on the same night forcibly he power thereinafter contained for that purpose," and ejected by a number of persons headed by the deft. rpon further trusts. The power referred to was as Islip. ollows :-"And it is hereby also further agreed and leclared, that it shall be lawful for the said trustees r the trustees or trustee for the time being hereof, if It shall be deemed requisite so to do, to raise such sum or sums of money as may be required by way of mortgage upon the said trust premises, or any part thereof, and likewise to convey and assure the same for that purpose." The purchase-money and cost of erecting the house, amounting to 400l., was provided as follows:-2007. was left by Mr. John Talbot towards the building, and n 1844, 2007. was borrowed to complete it. This lastnentioned sum of 2007. was paid off in 1846, partly by 1 sum of 100%. contributed by subscription, and partly by a sum of 100%. borrowed of the plt. James Ward on the security of a promissory note of hand, signed by some of the trustees and members of the congregation. This sum still remained due with an arrear of interest froin March 1859. Some months after the transaction, the deed was handed to the plt. Ward, who claimed to have a mortgage on the house for the amount. The house was erected on the land in the year 1844, but was not completed till 1847. Up to that date it was occupied by Messrs. Norton, who paid rent for it. During this period Mr. Williams was the duly appointed minister of the chapel. He had refused to occupy the house until it was finished. In Feb. 1847 he took possession, and continued to reside up to the 6th July 1859, when he resigned. The bill alleged that the house was furnished by the congregation on the express condition that it was to be for the residence of the minister. The defts. contradicted this, and alleged that before Mr. Williams took possession, the furniture and goods were (with the exception of a sofa given to the house by Mr. Ward) given to Mr. Williams by Mrs. Hipwell, Mrs. Williamson, and other ladies of Sharnbrook and the neighbourhood. These ladies wrote to Mr. Williams, offering him the furniture for his acceptance, telling him the house was Confortably furnished for him. On his quitting Sharnbrook, Mr. Williams authorised Mr. Hipwell to sell the furniture (except the sofa), which he did; and the money was paid to Mr. Williams for his own benefit. On the 27th July 1860 the deft. Hipwell called a meeting of the trustees at which the defts. only were present, and it was resolved that the house (which had remained unoccupied except as aforesaid) should be let to the deft. Islip, and his sisters took possession of the same under a written agreement, which, however, was not signed till the 15th Sept. 1860. The general recognition of Mr. Wheeler as pastor, according to the defts. did not take place until the 27th Sept. 1860. It appeared from the evidence that, after Mr. The contention of the defts. was, first, that Mr. Wheeler was not duly appointed minister until July, consequently at the time of the letting there was a vacancy; secondly, that under any circumstances they were authorised to let the house, as being a majority of the trustees (Wright having been incapacitated); and, thirdly, that there were no other funds out of which to pay the mortgage-debt of 1007. and interest. The plts. alleged that the plt. Ward, before the institution of the suit, offered to release the deft. Hipwell from the debt, but this the defts. said was never so understood by them. Since the institution of the suit Mr. Wheeler had died. Malins, Q.C. and Francis Turner appeared for the plts. Craig, Q.C. and Townsend for the defts. The following cases were cited :- -The AttorneyGeneral v. Scott, 1 Ves. sen. 412; Rex v. May, 5 Burr. 2682; Rex v. Langham, 4 Ad. & Ell. 538; Cortis v. The Kent Waterworks Company, 7 B. & C. 314; Rex v. Whitaker, 9 B. & C. 648; The Attorney-General v. Shearman, 2 Beav. 104; Perry v. Shipway, 4 De G. & J. 353. The VICE-CHANCELLOR.-The question in this case is, whether the defts., who are trustees of a house which has been annexed to a Baptist chapel for the purpose of providing a residence for the minister, have or have not acted properly, and in conformity with their duty as trustees, in granting a lease for seven years to one of the defts., and I am clearly of opinion that the acts and conduct of the trustees in granting this lease were wholly unjustifiable. The trusts are declared by a deed which relates to the intended purchase of a house for the purpose of providing a residence for the minister. The purchase-deed, after vesting the house, which was then in the process of building, in the trustees, declared, as a primary trust and a primary purpose, that the trustees should permit the minister to reside in and occupy the house. Then there is a declaration that, in case the minister should not reside in or be in tenancy of the house, there should be power to the trustees to let it, and that the rents and profits should then be applied in discharge of a mortgage and for other purposes therein specified, which are immaterial to the present suit. The primary purpose, therefore, is residence, and the occupancy of the house by the minister, for the benefit of the congregation who are to be under his charge. But for the second declaration, which says that, in case of no tenancy and no occupancy, the trustees may let, the minister in possession might have sublet the house for his own benefit, and have derived a profit which it certainly was not the intention of this trust-deed that he should in any way enjoy. The persons who are intended to enjoy the benefit of these trusts are, primarily, the congregation, who are to have the services of a minister, who is to be allowed to reside in the house. In order, therefore, to prevent the minister from appropriating and diverting the profits from the house, which contemplation of the trust, the trustees, in case the minister does not reside in the house, are authorised to let it. In the present case, some of the trustees, contemporaneously with the novitiate of a Mr. Wheeler, one of the ministers, in the interval whilst he was only a probationary pastor, for some reason or the other was not in the which it is not difficult to guess at, conceived the plan V.C. S.] Re THE PHOENIX LIFE ASSURANCE COMPANY (HOARE'S CASE.) [V.C. W. Solicitors: for the plts., James Mote; for the defa Cardale, Iliffe and Russell. R. V. C. WOOD'S COURT. Reported by W. H. BENNET, Esq., Barrister-at-Law. Thursday, March 13. Re THE PHOENIX LIFE ASSURANCE COMPANY. (HOARE'S CASE.) Winding-up Acts-Contributory-Trustees. conveyed to A., B. and C. certain shares which had been allotted to him in a joint-stock company p trust for certain purposes, and he gave fr notice to the directors of the company of his hary done so. Whereupon A., B. and C. were enters upon the register as the shareholders, with a descripti of their character as trustees, and they, from t to time, received the dividends which became des respect of these shares: Held, that A., B. and C. were liable as shareholde and contributories, and put upon the list acc dingly. of letting the house, and held meetings for that | plts. Therefore the defts., one and all of them, purpose. The whole period of Mr. Wheeler's novitiate be decreed to pay the costs of the suit. There ma seems to have been occupied with calling meetings for be a declaration that the lease or agreement for a le this purpose. The novitiate of Mr. Wheeler termi- ought to be set aside, and possession given up to te nated on the 27th Sept. On that day he was recog-pits.; also that, having regard to the primary objec nised as pastor by a process familiar to this denomina- of the declaration of trust in the pleadings menticel tion of Christians; and if he was duly recognised, the lease to the deft. Islip was improperly grante which is a question in the cause, according to the trusts and an order that it be set aside. If the pits. aski and purposes of this deed, the place of residence for possession, the question is, whether a complain him would have been in this house. But before the minority who are right should not have possession? 27th Sept., when his election was to have been com- Ultimately, plts.' counsel not asking for possessin pleted, seven days before, on the 20th Sept., this portion to be given to the plts. exclusively, possession mo of the trustees let the house to the deft. Islip for a term ordered to be given to the trustees generally; vi of years. Just as the final recognition and due election liberty to apply. of Mr. Wheeler approached, the proceedings for letting the house ripened, and when he was duly elected the house was gone and was in the occupation of the tenant. It has been argued for the trustees that, according to the true construction of the deed, they were justified in letting the house in order to get the rents and pay off a mortgage. But it is very clear, upon the true construction of the deed, that the trusts for the benefit of the minister apply just as much to the equity of redemption of the property as to the property itself if it were free from any mortgage. The existence of a mortgage on the property is clearly an event contemplated by the deed, and, according to its true construction, it is impossible to say that the existence of a mortgage was a reason why the trustees should take the house and deprive the minister of the power of residing in it. That being so, it seems to me immaterial to consider whether those of the trustees who, according to the constitution of this suit, are defts., those who all let the house, are a majority of the trustees or not. Although, according to the terms of a trusteeship of this kind, the lease was made by a majority of the trustees, yet a majority of trustees have no right to bind themselves or the minority to any mode of administering the trusts which is not conformable to the trusts as declared. My opinion therefore is, that the agreement is invalid and must be set aside, and I accordingly decree that the lease be set aside and possession given up to the plts. The next and most important question in this case is, who is to pay the costs of the litigation? It appears that the house is burdened with a mortgage for 100l. That must be much less than the costs of the litigation on either side. Therefore, the question requires the serious attention The parties are in a humble station of life, and it is surprising that they should have been animated by such an acrimonious spirit as to persevere in a litigation of this kind. The defts. have argued that, even if this lease be ordered to be set aside, they ought not to bear the costs of a litigation in which they have been unsuccessful. First, they say the frame of the suit is merely to give possession of the house to Mr. Wheeler, who is dead. But, according to the state of the pleadings, the death of Mr. Wheeler is no abatement of the suit, and according to the case, as stated in the bill, it is plain that this congregation, for whose benefit the trusts of this deed were framed, are for the period of seven years, which is the duration of the term granted by this lease, put in such a situation as that it is impossible, if the lease be valid, that the house should be in possession of the pastor, even if the mortgage-debt were paid off by fresh accessions of bounty made from time to time. Therefore I cannot see anything in the constitution of the suit, or in the death of Mr. Wheeler, to make the conduct of the defts. appear in so favourable a light as that this court should say they were acting so honestly in the execution of their duties as that other persons should pay for the costs of setting them right. The case is one in which there has been acrimonious feeling between the parties, and great expense has been incurred by a litigation which has been forced upon the of the court. This was an adjourned summons from chambers. It appeared that Mr. Evans, the late secretary of company, was registered as the holder of 200 shares In 1857 he served the directors with a notice trust-deed by which his shares had been assigned Messrs. Hoare, Young and Hoare upon certain tra and of his requiring the directors to transfer his share into the names of those gentlemen as the thereof. This was accordingly done, but they did however, execute the deed of settlement of the catpany. Their names were entered upon the sh register as trustees, and they received dividends time to time as trustees for Evans, and appropriated amounts in pursuance of the trusts of their ded The names of Messrs. Hoare, Young and Hoare hai been inserted in the list of contributories in the ceedings in chambers, in respect of the shares registered in their names, adding these words "as trustees & Mrs. Evans (widow of Evans), a member or contratory in her own right." An application was made in chambers to stri out the names of Messrs. Hoare, Young and Hour, but the chief clerk, after argument before himfused to do so, but he added the additional quait. tion, "to the extent of their trust-estate only." Sir Hugh Cairns, Q. C. and Fry, for the official manager, contended that Messrs. Hoare were personally liable as contributories, without any qualities tion whatever, and they relied upon Fenrick's 1 De G. & Sm. 558; Gouthwaite's case, 3 De. Sm. 258. Kay for the creditors' representative. Roxburgh, for Messrs. Hoare, Young and Hoare, c tended that they ought not to be upon the list of co tributories at all. They had never executed the company's deed of settlement, and it was well know to the company that they were entered on the regist as trustees, and recognised by the company as suc The provisions of the deed of settlement had noti V.C W.] REG. V. THE JUSTICES OF LIVERPOOL. [Q. B. the rights or remedies of creditors, nor should alter or affect any contracts or engagements entered into by or with the company, or any person acting on behalf of the same previously to any such petition, nor actions, The VICE-CHANCELLOR said this qualification could suits, or other proceedings pending at the date of such not be allowed to remain on the list of contributories. petition. He cited Dover and Deal, fc., Railway They were either contributories or they were not. If Company, Lord Londesborough's case, 17 Sim. 18. not, the names should be removed from the list sim- The VICE-CHANCELLOR said he had no jurisdiction pliciter. A trustee, however, took his trust-estate for to restrain the proceedings of these creditors. The better for worse. Had these gentlemen bound them-case of a joint-stock company within the jurisdiction selves, or not, to comply with the conditions attachable of the Stannaries Court in Cornwall was an exception to property of this description? They had received to this rule, in which the mere presentation of a the dividends on their shares, and in his (the V.C.'s) petition for winding-up such a company gave the opinion, by so doing they had acted as owners of the court the jurisdiction to stay the proceedings of the shares. They were on the recognised list of members creditors in the Stannaries Court, and this was of the company, and although they had not actually especially provided for by the 12th section of the executed the company's deed of settlement, that, in his Winding-up Amendment Act of 1857 (20 & 21 Vict. -view of the case, was immaterial. This case was dis- c. 78), which provided that such a joint-stock comtinguishable from that of Ex parte Hall, relied upon pany might be wound-up in the usual way in the in the argument for Messrs. Hoare. In that case it Court of Ch.: (see Re The Tretoil and Messer Mining was held that, under the circumstances, the signature Company, ante 154.) That was applicable, however, of the trustee had not bound him as if he had been the only to the proceedings of the Stannaries Court, and real owner; but here these gentlemen had accepted the Winding-up Acts as to other cases distinctly prothe situation and responsibilities of real owners of the vided that the presentation of a petition to wind-up, or shares, and the company had recognised them as such. an order to do so, should not affect the rights of creditors, Their names must therefore continue on the list of or interfere with contracts entered into by the comcontributories without any qualification. pany, or any suit, action, or other proceeding pending Solicitors, Lawrance, Plews and Boyer. at the time of the presentation of such petition. He must therefore refuse the motion, and the ex parte with costs. injunction which had been obtained must be dissolved other respects been complied with. At all events, | enlarge, dimin? h, prejudice, or in anywise alter or affect that, if retained upon the list, it must be with the qualification as added by the chief clerk, that they were contributories in respect of their trust-estate only. He cited Hall's case, 1 Mac. & Gor. 307. Thursday, April 24. Re THE WINDING-UP ACTS 1848, 1849 AND 1857, Winding-up Acts-Jurisdiction-Injunction to stay Neither a petition presented, nor an order made thereon, to wind up a joint-stock company, has the effect Solicitors, J. J. Barrett and Whitehurst. Common Law Courts. COURT OF QUEEN'S BENCH. of staying the proceedings of creditors who have Reported by JOHN THOMPSON, T. W. SAUNDERS, and C. J. B. commenced actions against the members of the com pany for the payment of debts, &c. This was one of three motions in the matter of the South Bertha Copper Mining Company, in which ex parte injunctions had been obtained on behalf of a shareholder and member of the company, for an injunction to restrain certain creditors from further proceeding at law in actions against him for goods sold and work and labour supplied to the company. The actions had been commenced in the Sheriffs' Court of London, where the company had an office of business. The works of the mine were within the jurisdiction of the Stannaries Conrt. The usual petition had been presented for the winding-up of the company, which it was expected would be in the paper for hearing on the next day of petitions. by the company. HERTSLET, Esqrs., Barristers-at-Law. Thursday, Jan. 30. REG. V. THE JUSTICES OF LIVERPOOL. Rate-Limit as to amount-Levy. By a local Act, a town council were empowered to make, once a year, or oftener, one or more rates, provided that the amount to be levied should not in any one year exceed 1d. in the pound upon the rateable value of the property. The council made a rate, and directed the overseers of L. to levy 47671., but the overseers said that they could not levy that sum without charging more than 1d. in the pound upon the productive rateable property; upon which the council applied to justices to issue a distress-warrant to levy the 47671. upon the goods of the overseers, but the justices declined to do so: Held, that the justices were right in so declining. Mellish, on behalf of the Corporation of Liverpool, Lovell, in support of the motion, contended that after the presentation of a petition for the winding-up of a joint-stock company, the court had, by its general jurisdiction, the power to protect individual shareholders in the company from being harassed by pro-applied for a rule calling upon certain justices of the ceedings at law or equity for the recovery of debts due borough of Liverpool, and also upon the overseers of In addition to which the effect of the parish of Liverpool, to show cause why the justices the Winding-up Acts was, at a certain period of the pro- should not issue their warrant to levy the sum of ceedings, to restrain creditors from proceeding at law 47671. 4s. 3d., the amount of a library and museum rate, without the leave of the judge or master, according to by distress and sale of the goods of the overseers. The rate the circumstances of the case. He cited sect. 84 of in question was made under a local and personal Act, the the Joint-Stock Companies Act of 1856. 15 Vict. c. iii. ("An Act for establishing a public library, W. J. Bovill, in opposition to the motion, contended that it had been decided that the court had no museum and gallery of Arts at Liverpool, &c.") Sect. 18 enacts, "That it shall be lawful for the council jurisdiction to restrain a bona fide creditor from suing any of the members of the company, even after an order for winding-up had been obtained, and à fortiori it had not on the petition being presented. The 58th section of the Winding-up Act 1848, 11 & 12 Vict. c. 45, distinctly provided that no petition or order for the winding-up of a joint-stock company should extend or once in every year, or oftener if they shall think necessary, to make one or more rate or rates, to be called the library and museum rate,' for the purpose of defraying all or any of the expenses incidental to or necessary for carrying into effect the objects of the Act, &c. Provided that the amount to be levied for all or any of the purposes aforesaid shall not in any |