From the Gazette of Friday, April 30. Bankrupts. Blinko, W. cattle-dealer, West Smithfield.-Amos, W. coal merchant, Whitstable, Kent.-Humphrey, J. grocer, North Walsham, Norfolk.-Brazier, H. S. tailor, Oxford. -Starling, T. and W. slaters, Stratford, Essex.-Clarke, J. machine maker, Stockport. Ward, J. grocer, Runcorn, Cheshire.-Thomas, D. R. draper, Carmarthen.-Burnet, J. bosier, Durham.-Ray, R. and Wynne, T. manufacturers of china, Stoke-upon-Trent. ADVERTISEMENTS. Sales by Auction. To CAPITALISTS and Others-Important Sale of Valuable FREEHOLD GROUND-RENTS, amounting to upwards of 5351. per annum, amply secured upon 246 Dwelling-houses, yielding a rental of 4,500l. per annum, desirably situate in the parish of St. George, Middlesex, let for long terms of years, with the absolute reversion in fee-simple. SELL by AUCTION, on THURSDAY, MAY 27th, and following day, at Twelve o'clock, at Garraway's Coffeehouse, Change-alley, Cornhill, in 24 lots (unless an acceptable offer be previously made by private contract), the whole of the above valuable property.-May be viewed by permission of the tenants; and descriptive particulars, with lithographic plans, may be had (14 days previous to the sale) of C. RIVINGTON, Esq. Solicitor, Fenchurch-buildings, Fenchurch-street; place of sale; and of the Auctioneers, 17, Commercial-road, St. George's East. DEEDS FOR EXECUTION ABROAD. -Messrs. J. and R. M'CRACKEN, Foreign Agents, No. 7, Old Jewry, beg to inform the Legal Profession, that they undertake to forward Deeds for Execution by Parties abroad, through their correspondents on the Continent, for the costs of transmission, and a simple commission. List of Correspondents, and for further information, apply as above. THE LAW BOOKS GLOBE Insurance Companies. INSURANCE, Pall-mall and EDWARD GOLDSMID, Esq. Chairman. Sir Isaac L. Goldsmid, Bart. M.P. Robert Hawthorn, Esq. The whole paid up and invested, and entirely independent Insurances may be effected on single lives, on joint lives, and on the contingency of one life surviving another. Persons deriving life incomes from Church preferment, public offices, and any other civil or military employment, may, by appropriating a part of their income to provide the annual payment, alleviate the distress which their death would otherwise occasion to their family or friends. Rates and Conditions of Fire and Life Insurance, or other BOWSTEAD, JOSEPH, Esq. Temple. AUDITORS. Ayrton, W. Scrope, esq. Dorset-square. PHYSICIAN. David Lewis, M.D. 23, Finsbury-place. SURGEON. information, may be obtained at the offices in London, and Bransby B. Cooper, esq. F.R.S. New-street, Spring-gardens TION, for LIFE, FIRE, and MARINE ASSU-surance. 7, Royal Exchange, and 10, Regent-street.-This long-fits of Mutual Assurance with the guarantee of a Subscribed RANCES. Established by Royal Charter, 1720. Office, It is based upon a principle which will combine the bene, bracing a variety of very eligible plans for assurance, and established body has recently issued a new prospectus, em- Capital of ONE MILLION STERLING. which may be had by a written or personal application. The expenses of managing the Life Department are defrayed by the Corporation, and not taken from the premium fund. Commission to Solicitors, five per cent. JOHN LAURENCE, Secretary. Tables of Premiums have been prepared expressly for this Office, by F. G. P. NEISON, Esq. F.L.S., calculated on the VICTORIA LIFE ASSURANCE nearest approximation to the real law of mortality. COMPANY, 18, KING WILLIAM STREET, MANSION HOUSE. Just published by WILLIAM BENNING and Co. Law Booksellers, 43, Fleet-street. STEWART ON CONVEYANCING. Third Edition, in Two Parts, price 21. 4s. boards, Every advantage is offered by this Company to assurers. THE PRACTICE OF CONVEYANCING; -On policies taken out for the whole term of life, one-half comprising every usual Deed, analytically and syn- of the Annual Premiums thereon may remain unpaid for 5 thetically arranged. By JAMES STEWART, of Lincoln's years.-Parties assured with the Company are allowed to reInn, Esq. Barrister-at-Law. Third Edition, corrected and side in many of the Colonies without additional charge, and enlarged, including select Precedents under the Copyhold the Premium required for the East or West Indies and other Enfranchisement Act, 4 & 5 Vict. c. 35, and the Convey-extra risks, is more than usually moderate.-By a plan origiancing Acts of 1845. By JAMES STEWART, Esq. and HARRIS PRENDER-assuring the lives of others.-Advances continue to be made nating with this Company, great security is offered to parties GAST, Esq. of Lincoln's Inn, Barristers-at-Law. to assurers on assignable property or income, and also on the Part II. may be had separately, price 17. 2s. boards. guarantee of most undoubted personal sureties.-Detailed GRESLEY ON EVIDENCE.-SECOND EDITION. prospectuses, and every information, may be obtained by application at the Office, or by letter addressed to the Actuary. In royal 8vo. price 17. 8s. boards, WILLIAM RATRAY, Actuary & Secretary. A TREATISE on the LAW of EVIDENCE in the COURTS of EQUITY. By the late RICHARD NEWCOMBE GRESLEY, Esq. M.A. Barrister-at-Law. Second Edition. With such alterations and additions as to render it conformable to the statutes, decisions, and general orders regulating the law and practice as to evidence in the High Court of Chancery, together with divers further illustrations, by reference to the law and practice as to evidence in the courts of common law and civil law. These Tables will be found to afford peculiar encourage. ment to the assurance of young lives. They embrace parti. cipating and non-participating scales. In the participating class, the Assured will be entitled to have four-fifths of the profits divided amongst them periodi cally, either by way of addition to the amount assured, or in diminution of premium, as the parties may elect. No de duction will be made from such profits for interest of capital. or for a guarantee fund. The Premiums may be paid half-yearly or annually, or by a single payment. Assurances may be effected through any respectable Solicitor, or by writing to the Secretary. The Directors meet on Thursdays at Two o'clock; but the hours of Ten and Four, at the Offices of the Society, Assurances may be effected on any day, by applying between be obtained. where Prospectuses and all other requisite information may CHARLES JOHN GILL, 57, Chancery-lane. Secretary. LERICAL, MEDICAL, and GENERAL James Dunlap, M.D. Rev. Richard Garvey, M.A Joseph Henry Green, esq. Oliver Hargreave, esq. Clement Hue, M.D. Samuel Merriman, M.D. Andrew A. Mieville, esq. Andrew Spottiswoode, esq. In addition to Assurances on Healthy Lives, this Society continues to grant Policies on the Lives of Persons subject to premium in proportion to the increased risk. The plan of Gout, Asthma, Rupture, and other diseases, on the payment of granting Assurances on unhealthy lives originated with this office in the beginning of 1824. By CHRISTOPHER ALDERSON CALVERT, Esq. M.A. Henry Allan Harrison, esq. Barrister-at-Law. CALVERT'S PARTIES TO SUITS.-Second Edition. A Of the Inner Temple, Barrister-at-Law, Fellow of Merton College, Oxford. CHITTY, JUN.'S PRECEDENTS IN PLEADING. PRECEDENTS in PLEADING, with copious Notes on Pleading, Practice, and Evidence, by the late Joseph Chitty, jun. Esq. The Second Edition, containing references to all the Cases decided upon the New Rules of Pleading, and short preliminary Observations on the more important subjects. By HENRY PEARSON, Esq. Of the Middle Temple, Barrister-at-Law. J. W. SMITH ON CONTRACTS. THE LAW of CONTRACTS: in a Course of Lectures delivered at the Law Institution by JOHN WILLIAM SMITH, Esq. late of the Inner Temple, Barrister-at-Law; Author of "A Treatise on Mercantile Law,' &c. With Notes and Appendix by JELINGER C. SYMONS, Esq. of the Middle Temple, Barrister-at-Law. Frederick Jones, esq. Rev. David Robinson Archibald Spens, esq. INDIAN RATES OF PREMIUM MUCH LOWER Every description of Assurance may be effected with this Society, and Policies are granted on the Lives of Persons in any station, and of every age. BONUSES. The two first Divisions averaged 221. per cent. on the premiums paid, the third 281. per cent. The fourth bongs, declared January 1847, averaged rather more than 351. per cent. and, from the large Reserve Fund and other causes, the future bonuses are expected considerably to exceed that amount. The Society's Income, which is steadily increasing, is now upwards of 116,000l. per annum. GEO. H. PINCKARD, Actuary, 78, Great Russell-street, Bloomsbury, London. A Liberal Commission allowed to Solicitors. Leading Articles: Comments on the County Courts -County Courts Act...... Courts: Lincolnshire, Cambridgeshire-LeicesterWarwickshire-Darlington-Bristol Meeting of County Courts of Cheshire. PROMOTIONS, APPOINTMENTS, &C..... COURT PAPERS....... LEGAL INTELLIGENCE CORRESPONDENCE Mortgage Transfer Stamp Selections from Correspondence.. 97 98 99 and the bill prayed that such twelve defendants in office the directors appointed by the special Act, or Page might be restrained, by the order and injunction of any number of them, or may elect a new body of this Court, from voting or acting as directors of the electors or directors to supply the places of those not Birmingham and Oxford Junction Railway Company, continued in office, the directors appointed by the 100 and that they might be ordered and decreed to place special Act being eligible as members of such new 102 the common seal of the company, and all the pro- body; and at the first ordinary meeting to be held 104 perty, and funds, books, deeds, documents, and every year thereafter, the shareholders present, perpapers of the company in their possession, custody, sonally or by proxy, shall elect persons to supply the or power, under the control of the lawful directors of places of the directors then retiring from office, agree. the said company, for the purposes of the said com-ably to the provisions hereinafter contained, and the 109 pany, and that they might, in the meantime be, in 109 like manner restrained from voting or acting as di109 rectors of the said company. A general demurrer was put on the whole bill. The Vice-Chancellor overruled the demurrer. 106 108 108 108 110 111 113 113 HEIRS-AT-LAW AND NEXT OF KIN, &c. WANTED.. 114 LEADING ARTICLES Shall we he represented Heir-at-Law Society... To Solicitors engaged in the elections BIRTHS, MARRIAGES, AND DEATHS Money Market.. GAZETTES ADVERTISEMENTS. THE REPORTS. Equity Courts. LORD CHANCELLOR'S COURT. holders: 114 115 115 Sir F. Kelly, Stuart, Rolt, and G. L. Russell, for the demurrer, contended that the first point was one 112 of pleading, whether these four individuals, the plain113 tiffs to the bill, on behalf of themselves alone, could file a bill against all the directors of the company, and against the company itself, for the purpose of 113 turning out the acting directors, on account of acts 113 done by them, which, if unlawfully done, would be 114 not an injury to the four plaintiffs, but to the entire body of shareholders, who were, together with the directors, made defendants to this bill. Such a com115 plaint as this ought to be by the whole company, as 115 the object of it was to prevent the directors from 115 exercising any of the powers under the Act to the prejudice of the company. If such a bill as this could be sustained, there would be nothing to prevent every shareholder from filing a separate bill, and alleging that the directors were about to do something which it would be suggested was injurious to the interests of the company. It was contended that this point was expressly decided in a case of Foss v. Harbottle, 2 Hare, 461, where a bill was filed by the proprietors of shares in a company, incorporated by Act of Parliament, on behalf of themselves, and all other the proprietors of shares except the defendants, against five directors, charging the defendants with concerting and effecting various fraudulent and illegal transactions, whereby the property of the company was misapplied and wasted; and the bill prayed that the defendants might be decreed to make good to the company the losses and expenses occasioned by the acts complained of. The Vice-Chancellor held, that upon the facts stated, the continued existence of a board of directors de facto must be intended; that the possibility of convening a general meeting of proprietors capable of controlling the acts of the existing board was not excluded by the allegations of the bill; that in such circumstances there was nothing to prevent the company from obtaining redress in its corporate character, in respect of the matters complained of; that, therefore, the plaintiffs could not sue in a form of pleading, which assumed the practical dissolution of the corporation, and the demurrers were consequently allowed. After this case, it was clear that the four plaintiffs could not sue by themselves alone; a general meeting of the company might at any time annul what was done by them, if they considered it contrary to the interests of the company. 'The prayer asked, that the funds, documents, and property might be delivered over to the lawful directors; the bill in this respect was suicidal, for if these directors were not lawfully appointed, there were no directors lawfully appointed. The next point arose upon the construction of the special Act of Parliament by which this railway company was formed, and the general Act for consolidating railway clauses, 9 & 10 Vict.; the question turned upon four sections. April 16, 17, 21, 23, and 28. MOZLEY C. ALSTON. Practice-Parties-Pleading-Corporation― Juris diction. Where a bill was filed by four shareholders in a railway company, incorporated by Act of Parliament, against twelve of the directors elected at the first general meeting, and six other directors afterwards chosen, alleging that four of the twelve directors ought to have been ballotted out of the direction on a particular day, but that the directors refused to make such ballot, and that in consequence some four of the twelve directors were not legally directors, but by reason of the refusal to ballot, the plaintiffs were unable to ascertain which of them should have gone out; that in consequence, none of the twelve could legally act; and the bill prayed that the twelve directors might be restrained from acting, and might be decreed to deliver the common seal, and the funds and books of the company, to the six after-chosen directors; the plaintiffs did not sue on behalf of themselves and others, but only as individual shareHeld, that the plaintiffs seeking by their bill relief which involved the interest of all the other shareholders in the company, could not sue in their individual character, and that upon that ground a demurrer to the bill must be sustained; also that it appearing upon the face of the bill that shareholders had the means through a general meeting of providing a remedy for all the evils complained of, the Court on that ground would not sustain the bill; and also that the plaintiffs sought by bill in equity, not relief for a personal injury, but for injury which affected the corporation at large, and it was based upon the assumption that the directors had no legal title to their offices; that the court of equity had never exercised the jurisdiction of deciding the legality of titles to corporate offices, and as it could not regulate corporations, the Court would not assume the preliminary jurisdiction, and on that ground also a demurrer to the bill would hold. This was an appeal by the defendants, twelve of the directors of the Birmingham and Oxford Junction Railway, against an order of the Vice-Chancellor of England, overruling a demurrer to the plaintiffs' bill. | By the 11th section of the former of these Acts it was enacted :-"That at the first ordinary meeting, to be held in the year next after the year in which such last-mentioned directors shall have been appointed or elected, the shareholders present, personally or by proxy, shall elect persons to supply the places of directors then retiring from office, agreeably to the provisions in the said Companies' Clauses Consolidation Act contained; and the several persons_elected at any such meeting being neither removed nor disqualified, nor having resigned, shall continue to be directors until others are elected in their stead, in manner provided by the said Companies' Clauses Consolidation Act." By the 12th section of the Company's Act it was The bill was filed by four shareholders in the Bir-enacted:" That the directors appointed by this Act Birmingham and Oxford Railway Company, against shall continue in office until the first ordinary meeting the twelve directors of the company, elected at the to be held after the passing of this Act, and at such first ordinary meeting in October, 1846, and six other meeting the subscribers present, personally or by directors elected at an extraordinary meeting in Fe-proxy, may either continue in office the directors ap bruary of the present year, and adjourned to the pointed by this Act, or any number of them, or may month of March, in consequence of resolutions then elect a new body of directors to supply the place of passsed for increasing the number of directors from those not continued in office; the directors appointed twelve to eighteen, and which were supported by up- by this Act being eligible as members of such new wards of seventy shareholders, representing 35,000 body." shares. The bill thenstated that the twelve old directors refused to determine by ballot, or to agree as to the individuals who ought to retire from office, and refused to retire from office, and that such conduct being contrary to the provisions of the Birmingham and Oxford Junction Railway Act of Parliament, and the "Companies' Clauses Consolidation Act," they had wholly ceased to be directors of the said company; VOL. IX. No. 214. By the 83rd section of the Railway Clauses Consolidation Act, 8 & 9 Vict. c. 16, it was enacted :"That the directors appointed by the special Act shall, unless thereby otherwise provided, continue in office until the first ordinary meeting, to be held in the year next after that in which the special Act shall have passed, and at such meeting the shareholders present, personally or by proxy, may either continue several persons elected at any such meeting being neither removed or disqualified, nor having resigned, shall continue to be directors until others are elected in their stead, as hereinafter mentioned." The 88th section of the same Act provided as follows:-"The directors appointed by the special Act, and continued in office as aforesaid, or the directors elected to supply the places of those retiring as aforesaid, shall, subject to the provisions hereinbefore contained for increasing or reducing the number of directors, retire from office at all times and in the proportions following, the individuals to retire being in each instance determined by ballot among the directors, unless they shall otherwise agree; that is to say, at the end of the first election of directors the prescribed number, and if no number be prescribed, one-third of such directors, to be determined by ballot among themselves, unless they shall otherwise agree, shall go out of office; at the end of the second year the prescribed number, and if no number be prescribed, one-half of the remaining of such directors, to be determined in like manner, shall go out of office; at the end of the third year the prescribed number, and if no number be prescribed, the remainder of such directors shall go out of office, and in each instance the places of the retiring directors shall be supplied by an equal number of qualified shareholders; and at the first ordinary meeting in every subsequent year the prescribed number, and if no number be prescribed, one-third of the directors, being those who have been the longest in the office, shall go out of office, and their places shall be supplied in like manner. Nevertheless, every director so retining from office may be reelected immediately, or at any future time, and after such re-election shall, with reference to going out by rotation, be considered as a new director. Provided always, that if the prescribed number of directors be some number not divisible by three, and the number of directors to retire be not prescribed, the directors shall in each case determine what number of directors, as nearly one-third as may be, shall go out of the office, so that the whole number shall go out of office in three years." Under these clauses it was contended that it was not compulsory upon the company to elect four new members in the place of others retiring until the month of February, 1848, when the next meeting after the end of one year from the first appointment of the directors would take place; the intention of the Act being, that the directors who were appointed at the first meeting after the passing of the Act should remain in office a whole twelve-month from the period of their appointment. If the plaintiffs' bill were sustained, it would come to this, that four of the directors appointed at the meeting in October ought to have resigned in the last meeting which was in February, so that they would have served for four months only, and this was evidently contrary to the intention of the legislature, as expressed by the four sections referred to. That the proper remedy for any irregularities on the part of the directors was by a mandamus, and that the Court of Chancery had no jurisdiction to regulate corporations, or to decide the right to corporate offices, which formed the peculiar province of the Court of Queen's Bench. They also cited and referred to Attorney-General v. Wilson, Craig & Phillips, 1; R. v. Alderson, 1 Q. B. Reports, N. S. 878; Ware v. Grand Junction Water Works, 2 Russ. & Myl. 470; Preston v. Grand Collier Dock Company, 11 Sim. 327; Adley v. Whitstable Company, 17 Ves. 315; Hitchins v. Congreve, 4 Russ. 562. The LORD CHANCELLOR.-The bill treats the defendants as strangers, who still are interfering with the business of the corporation. Bethell, James Parker, and Willcock, in support of the Vice-Chancellor's order, contended that, upon the true construction of the Act, the directors were bound to have ballotted out four of their body at the general meeting in February last; and that not having done so, they were all disqualified, and ought to be restrained from acting as directors. The Special Act, and the clauses of the General Act which were directed to be incorporated with it, must be read as one, and then the difficulties of construction suggested by the other side would disappear. They cited Attorney-General v. Wilson, suprà ; The Charitable Corporation v. Sutton, 2 Atk. 406; R. v. The Justices of Kent, 29 Q. Bench Rep. 691; R. v. Alderson, suprà. The LORD CHANCELLOR.-What do you say in your bill as to the plaintiffs' interest in the company? Willcock. They are described as holders of shares in the company? The LORD CHANCELLOR.-That is by way of description. Is it anywhere else in the bill alleged that they are shareholders? From the Gazette of Friday, April 30. Bankrupts. Blinko, W. cattle-dealer, West Smithfield.-Amos, W. coal merchant, Whitstable, Kent.-Humphrey, J. grocer, North Walsham, Norfolk.-Brazier, H. S. tailor, Oxford. -Starling, T. and W. slaters, Stratford, Essex.-Clarke, J. machine maker, Stockport. Ward, J. grocer, Runcorn, Cheshire.-Thomas, D. R. draper, Carmarthen.-Burnet, J. hosier, Durham.-Ray, R. and Wynne, T. manufacturers of china, Stoke-upon-Trent. MES ADVERTISEMENTS. Sales by Auction. To CAPITALISTS and Others.-Important Sale of Valu- This day is published, in 8vo. price 6s. boards, DRAFT of an ACT of PARLIAMENT consolidating the whole of the STATUTE LAW in ONE ACT, humbly submitted to the consideration of HER MOST GRACIOUS MAJESTY and the TWO HOUSES OF PARLIAMENT. HENRY BUTTERWORTH, Law Bookseller and Publisher, 7, Fleet Street. COUNTY COURTS ACT. The FORMS used in the Courts, and the BOOKS required to be kept by the Clerks, will be published and regularly supplied at the LAW TIMES Office, 29, Essex-street, Strand, London, and by all the Agents for the sale of the Verulam Forms for Offices throughout the Country. Early orders are requested. JOHN CROCKFORD, Publisher, LAW TIMES Office, 29, Essex-street, Strand. THE LAW BOOKS GL Insurance Companies. LOBE INSURANCE, Pall-mall and EDWARD GOLDSMID, Esq. Chairman. Sir Isaac L. Goldsmid, Bart. F.R.S. M.P. Robert Hawthorn, Esq. The whole paid up and invested, and entirely independent Insurances may be effected on single lives, on joint lives, and on the contingency of one life surviving another. Persons deriving life incomes from Church preferment, public offices, and any other civil or military employment, may, by appropriating a part of their income to provide the annual payment, alleviate the distress which their death would otherwise occasion to their family or friends. BOWSTEAD, JOSEPH, Esq. Temple. AUDITORS. Ayrton, W. Scrope, esq. Dorset-square. David Lewis, M.D. 23, Finsbury-place. SURGEON. Rates and Conditions of Fire and Life Insurance, or other RANCES. Established by Royal Charter, 1720. Office, It is based upon a principle which will combine the bene- Whilst perfect security is thus given, the number and cha. racter of the Shareholders (consisting of nearly 500 Members of the Legal Profession), will command a large amount of business, and consequent advantages will arise to the Assured. Tables of Premiums have been prepared expressly for this Office, by F. G. P. NEISON, Esq. F.L.S., calculated on the VICTORIA LIFE ASSURANCE nearest approximation to the real law of mortality. COMPANY, 18, KING WILLIAM STREET, MANSION HOUSE. Sir James Duke, Ald. M.P. Chairman Charles Baldwin, esq. STANDING COUNSEL. Russell Gurney, esq. Q. C. SOLICITOR. John Curtis, esq. 80. Basinghall-street. At the first Septennial Meeting of this Company, held on Four-fifths, or 80 per cent. of the entire profits of the Company, will at future divisions be appropriated to all assurers entitled to share therein. Just published by WILLIAM BENNING and Co. Law Booksellers, 43, Fleet-street. STEWART ON CONVEYANCING. Third Edition, in Two Parts, price 21. 4s. boards, Every advantage is offered by this Company to assurers. THE PRACTICE OF CONVEYANCING; -On policies taken out for the whole term of life, one-half comprising every usual Deed, analytically and syn- of the Annual Premiums thereon may remain unpaid for 5 thetically arranged. By JAMES STEWART, of Lincoln's years.-Parties assured with the Company are allowed to reInn, Esq. Barrister-at-Law. Third Edition, corrected and side in many of the Colonies without additional charge, and enlarged, including select Precedents under the Copyhold the Premium required for the East or West Indies and other Enfranchisement Act, 4 & 5 Vict. c. 35, and the Convey-extra risks, is more than usually moderate.-By a plan origiancing Acts of 1845. nating with this Company, great security is offered to parties By JAMES STEWART, Esq. and HARRIS PRENDER-assuring the lives of others.-Advances continue to be made GAST, Esq. of Lincoln's Inn, Barristers-at-Law. to assurers on assignable property or income, and also on the Part II. may be had separately, price 17. 2s. boards. guarantee of most undoubted personal sureties.-Detailed prospectuses, and every information, may be obtained by apGRESLEY ON EVIDENCE.-SECOND EDITION. plication at the Office, or by letter addressed to the Actuary. In royal 8vo. price 17. 8s. boards, WILLIAM RATRAY, Actuary & Secretary. TREATISE on the LAW of EVIDENCE These Tables will be found to afford peculiar encouragement to the assurance of young lives. They embrace participating and non-participating scales. In the participating class, the Assured will be entitled to have four-fifths of the profits divided amongst them periodi. cally, either by way of addition to the amount assured, or in diminution of premium, as the parties may elect. No deduction will be made from such profits for interest of capital. or for a guarantee fund. The Premiums may be paid half-yearly or annually, or by a single payment. Assurances may be effected through any respectable Solicitor, or by writing to the Secretary. The Directors meet on Thursdays at Two o'clock; but Assurances may be effected on any day, by applying between the hours of Ten and Four, at the Offices of the Society, be obtained. where Prospectuses and all other requisite information may CHARLES JOHN GILL, Secretary. James Dunlap, M.D. TABLE OF PREMIUMS FOR ASSURING 1001. ON A Rev. S. Tenison Mosse AGE. John Shewell, esq. Archibald Spens, esq. INDIAN RATES OF PREMIUM MUCH LOWER THAN IN ANY EXISTING COMPANY. Age One Year. Civil Service. Military Service. Year. Years. Seven For Life. Rs. Rs. Rs. Rs. Rs. Rs. 20 20 22 31 30 40 32 50 60 62 GEORGE N. WRIGHT, M.A. Manager. The two first Divisions averaged 221. per cent. on the premiums paid, the third 281. per cent. The fourth bonds, declared January 1847, averaged rather more than 36 per cent. and, from the large Reserve Fund and other causes, the future bonuses are expected considerably to exceed that amount. The Society's Income, which is steadily increasing, is now upwards of 116,000l. per annum. GEO. H. PINCKARD, Actuary, 78, Great Russell-street, Bloomsbury, London, *** A Liberal Commission allowed to Solicitors. 97 98 99 100 and the bill prayed that such twelve defendants in office the directors appointed by the special Act, or Page might be restrained, by the order and injunction of this Court, from voting or acting as directors of the Birmingham and Oxford Junction Railway Company, and that they might be ordered and decreed to place 102 the common seal of the company, and all the pro104 perty, and funds, books, deeds, documents, and papers of the company in their possession, custody, or power, under the control of the lawful directors of the said company, for the purposes of the said com109 pany, and that they might, in the meantime be, in 109 like manner restrained from voting or acting as di109 rectors of the said company. A general demurrer was put on the whole bill. The Vice-Chancellor overruled the demurrer. 106 108 108 108 Business of Parliament. Debates.. MAGISTRATE-Summary.. LAWYER-Summary.. COUNTY COURTS Leading Articles: Comments on the County Courts -County Courts Act. 110 Courts: Lincolnshire, Cambridgeshire-Leicester Warwickshire-Darlington-Bristol 111 Meeting of County Courts of Cheshire.. 112 113 COURT PAPERS. LEGAL INTELLIGENCE PROMOTIONS, APPOINTMENTS, &C.... CORRESPONDENCE Mortgage Transfer Stamp Attorneys' Gowns Selections from Correspondence. 113 113 HEIRS-AT-LAW AND NEXT OF KIN, &c. WANTED.. 114 LEADING ARTICLES Shall we be represented Heir-at-Law Society.. To Solicitors engaged in the elections BIRTHS, MARRIAGES, AND DEATHS PROPERTY JOURNAL Money Market..... GAZETTES ADVERTISEMENTS. THE REPORTS. Equity Courts. LORD CHANCELLOR'S COURT. April 16, 17, 21, 23, and 28. MOZLEY U. ALSTON. 114 115 115 Sir F. Kelly, Stuart, Rolt, and G. L. Russell, for the demurrer, contended that the first point was one of pleading, whether these four individuals, the plaintiffs to the bill, on behalf of themselves alone, could file a bill against all the directors of the company, and against the company itself, for the purpose of 113 turning out the acting directors, on account of acts 113 done by them, which, if unlawfully done, would be 114 not an injury to the four plaintiffs, but to the entire body of shareholders, who were, together with the directors, made defendants to this bill. Such a com115 plaint as this ought to be by the whole company, as 115 the object of it was to prevent the directors from 115 exercising any of the powers under the Act to the prejudice of the company. If such a bill as this could be sustained, there would be nothing to prevent every shareholder from filing a separate bill, and alleging that the directors were about to do something which it would be suggested was injurious to the interests of the company. It was contended that this point was expressly decided in a case of Foss v. Harbottle, 2 Hare, 461, where a bill was filed by the proprietors of shares in a company, incorporated by Act of Parliament, on behalf of themselves, and all other the proprietors of shares except the defendants, against five directors, charging the defendants with concerting and effecting various fraudulent and illegal transactions, whereby the Practice-Parties-Pleading― Corporation― Juris- property of the company was misapplied and wasted; and the bill prayed that the defend Where a bill was filed by four shareholders in a rail- ants might be decreed to make good to the comway company, incorporated by Act of Parliament, pany the losses and expenses occasioned by the against twelve of the directors elected at the first acts complained of. The Vice-Chancellor held, that general meeting, and six other directors afterwards upon the facts stated, the continued existence of a chosen, alleging that four of the twelve directors board of directors de facto must be intended; that the ought to have been ballotted out of the direction on possibility of convening a general meeting of proa particular day, but that the directors refused to prietors capable of controlling the acts of the existing make such ballot, and that in consequence some four of board was not excluded by the allegations of the bill; the twelve directors were not legally directors, but by that in such circumstances there was nothing to prereason of the refusal to ballot, the plaintiffs were vent the company from obtaining redress in its corunable to ascertain which of them should have gone porate character, in respect of the matters complained out; that in consequence, none of the twelve could of; that, therefore, the plaintiffs could not sue in a legally act; and the bill prayed that the twelve form of pleading, which assumed the practical dissodirectors might be restrained from acting, and might lution of the corporation, and the demurrers were be decreed to deliver the common seal, and the funds consequently allowed. After this case, it was clear and books of the company, to the six after-chosen that the four plaintiffs could not sue by themselves directors; the plaintiffs did not sue on behalf of alone; a general meeting of the company might at themselves and others, but only as individual share-any time annul what was done by them, if they considered it contrary to the interests of the company. The prayer asked, that the funds, documents, and property might be delivered over to the lawful directors; the bill in this respect was suicidal, for if these directors were not lawfully appointed, there were no directors lawfully appointed. The next point arose upon the construction of the special Act of Parliament by which this railway company was formed, and the general Act for consolidating railway clauses, 9 & 10 Vict.; the question turned upon four sections. holders: diction. Held, that the plaintiffs seeking by their bill relief which involved the interest of all the other share holders in the company, could not sue in their individual character, and that upon that ground a demurrer to the bill must be sustained; also that it appearing upon the face of the bill that shareholders had the means through a general meeting of providing a remedy for all the evils complained of, the Court on that ground would not sustain the bill; and also that the plaintiffs sought by bill in equity, not relief for a personal injury, but for injury which affected the corporation at large, and it was based upon the assumption that the directors had no legal title to their offices; that the court of equity had never exercised the jurisdiction of deciding the legality of titles to corporate offices, and as it could not regulate corporations, the Court would not assume the preliminary jurisdiction, and on that ground also a demurrer to the bill would hold. This was an appeal by the defendants, twelve of the directors of the Birmingham and Oxford Junction Railway, against an order of the Vice-Chancellor of England, overruling a demurrer to the plaintiffs' bill. By the 11th section of the former of these Acts it was enacted:-"That at the first ordinary meeting, to be held in the year next after the year in which such last-mentioned directors shall have been appointed or elected, the shareholders present, personally or by proxy, shall elect persons to supply the places of directors then retiring from office, agreeably to the provisions in the said Companies' Clauses Consolidation Act contained; and the several persons_elected at any such meeting being neither removed nor disqualified, nor having resigned, shall continue to be directors until others are elected in their stead, in manner provided by the said Companies' Clauses Consolidation Act." By the 12th section of the Company's Act it was The bill was filed by four shareholders in the Bir-enacted:" That the directors appointed by this Act Birmingham and Oxford Railway Company, against shall continue in office until the first ordinary meeting the twelve directors of the company, elected at the to be held after the passing of this Act, and at such first ordinary meeting in October, 1846, and six other meeting the subscribers present, personally or by directors elected at an extraordinary meeting in Fe-proxy, may either continue in office the directors ap bruary of the present year, and adjourned to the pointed by this Act, or any number of them, or may month of March, in consequence of resolutions then elect a new body of directors to supply the place of passsed for increasing the number of directors from those not continued in office; the directors appointed twelve to eighteen, and which were supported by up- by this Act being eligible as members of such new wards of seventy shareholders, representing 35,000 body." shares. The bill thenstated that the twelve old directors refused to determine by ballot, or to agree as to the individuals who ought to retire from office, and refused to retire from office, and that such conduct being contrary to the provisions of the Birmingham and Oxford Junction Railway Act of Parliament, and the "Companies' Clauses Consolidation Act," they had wholly ceased to be directors of the said company; VOL. IX. No. 214. By the 83rd section of the Railway Clauses Consolidation Act, 8 & 9 Vict. c. 16, it was enacted :"That the directors appointed by the special Act shall, unless thereby otherwise provided, continue in office until the first ordinary meeting, to be held in the year next after that in which the special Act shall have passed, and at such meeting the shareholders present, personally or by proxy, may either continue any number of them, or may elect a new body of electors or directors to supply the places of those not continued in office, the directors appointed by the special Act being eligible as members of such new body; and at the first ordinary meeting to be held every year thereafter, the shareholders present, personally or by proxy, shall elect persons to supply the places of the directors then retiring from office, agreeably to the provisions hereinafter contained, and the several persons elected at any such meeting being neither removed or disqualified, nor having resigned, shall continue to be directors until others are elected in their stead, as hereinafter mentioned." The 88th section of the same Act provided as follows:-"The directors appointed by the special Act, and continued in office as aforesaid, or the directors elected to supply the places of those retiring as aforesaid, shall, subject to the provisions herein before contained for increasing or reducing the number of directors, retire from office at all times and in the proportions following, the individuals to retire being in each instance determined by ballot among the directors, unless they shall otherwise agree; that is to say, at the end of the first election of directors the prescribed number, and if no number be prescribed, one-third of such directors, to be determined by ballot among themselves, unless they shall otherwise agree, shall go out of office; at the end of the second year the prescribed number, and if no number be prescribed, one-half of the remaining of such directors, to be determined in like manner, shall go out of office; at the end of the third year the prescribed number, and if no number be prescribed, the remainder of such directors shall go out of office, and in each instance the places of the retiring directors shall be supplied by an equal number of qualified shareholders; and at the first ordinary meeting in every subsequent year the prescribed number, and if no number be prescribed, one-third of the directors, being those who have been the longest in the office, shall go out of office, and their places shall be supplied in like manner. Nevertheless, every director so retiring from office may be reelected immediately, or at any future time, and after such re-election shall, with reference to going out by rotation, be considered as a new director. vided always, that if the prescribed number of directors be some number not divisible by three, and the number of directors to retire be not prescribed, the directors shall in each case determine what number of directors, as nearly one-third as may be, shall go out of the office, so that the whole number shall go out of office in three years." Pro Under these clauses it was contended that it was not compulsory upon the company to elect four new members in the place of others retiring until the month of February, 1848, when the next meeting after the end of one year from the first appointment of the directors would take place; the intention of the Act being, that the directors who were appointed at the first meeting after the passing of the Act should remain in office a whole twelve-month from the period of their appointment. If the plaintiffs' bill were sustained, it would come to this, that four of the directors appointed at the meeting in October ought to have resigned in the last meeting which was in February, so that they would have served for four months only, and this was evidently contrary to the intention of the legislature, as expressed by the four sections referred to. That the proper remedy for any irregularities on the part of the directors was by a mandamus, and that the Court of Chancery had no jurisdiction to regulate corporations, or to decide the right to corporate offices, which formed the peculiar province of the Court of Queen's Bench. They also cited and referred to Attorney-General v. Wilson, Craig & Phillips, 1; R. v. Alderson, 1 Q. B. Reports, N. S. 878; Ware v. Grand Junction Water Works, 2 Russ. & Myl. 470; Preston v. Grand Collier Dock Company, 11 Sim. 327 ; Adley v. Whitstable Company, 17 Ves. 315; Hitchins v. Congreve, 4 Russ. 562. The LORD CHANCELLOR.-The bill treats the defendants as strangers, who still are interfering with the business of the corporation. Bethell, James Parker, and Willcock, in support of the Vice-Chancellor's order, contended that, upon the true construction of the Act, the directors were bound to have ballotted out four of their body at the general meeting in February last; and that not having done so, they were all disqualified, and ought to be restrained from acting as directors. The Special Act, and the clauses of the General Act which were directed to be incorporated with it, must be read as one, and then the difficulties of construction suggested by the other side would disappear. They cited Attorney-General v. Wilson, suprà ; The Charitable Corporation v. Sutton, 2 Atk. 406; R. v. The Justices of Kent, 29 Q. Bench Rep. 691 ; R. v. Alderson, suprà. The LORD CHANCELLOR.-What do you say in your bill as to the plaintiffs' interest in the company? Willcock.-They are described as holders of shares in the company?" The LORD CHANCELLOR.-That is by way of description. Is it anywhere else in the bill alleged that they are shareholders? Willcock. That is a sufficient allegation. (Colchester v. Lowton, 1 Ves. & Bea. 221; Child v. Hudson's Bay Company, 2 P. Wms. 208.) The directors are trustees for the several shareholders. The LORD CHANCELLOR.-I have asked before whether there is any case to sustain a bill by individual members of a corporation founded on an alleged infirmity of title in the directors. If so, every individual member may file a bill. I wish to call your attention to the point of whether there is any equity on a bill so framed. It is a legal question whether the directors have a right to the characters they asThis Court cannot interfere where the legal title is in question, except to set it in the way of trial. sume. Willcock cited Arnold v. Poole, 7 Jur. 653, 657; JUDGMENT. the plaintiffs, from proceeding to put an end to the alleged illegal acting of the directors. But what allegation is there in this bill that the company, who are properly the persons to complain, could not file a bill as a company in order to obtain the relief prayed by the plaintiffs? None whatever. On the contrary, the plaintiffs shew that if the company are so minded they may do so; there is no allegation that they cannot, and none that they have been applied to and refused. For any thing that appears, the company may yet file a bill to ask for relief, and then there would be plaintiffs representing the interests of all the shareholders, making a case against the alleged usurpers of the rights of the company. The case of Foss v. Harbottle, therefore, appears to me to contain every point necessary to be adverted to, for the purpose of ascertaining whether this bill by individual shareholders can be sustained according to the rules of this court. I must express my entire concurrence in the principle on which the Vice-Chancellor Wigram proceeded in the case referred to, and I have no hesitation in adopting it, and applying it to this case. But, besides the two objections to which I have now adverted, there is another which requires to be well considered, before another attempt is made to call for the interposition of this Court, in a case like the present. There is no allegation in the bill by which the plaintiffs shew an interest personal to themselves; they allege a state of facts injurious to the company, and the ground on which the bill proceeds is, that those who act as directors are not directors, and that they have no legal title to that character. The question, therefore, is, whether they are legally entitled to the corporate offices which they profess to hold? I asked several times in the course of the argument, whether any case can be referred to, in which the Court has exercised the jurisdiction in such a state of facts as here set forth, and where the whole question turns on the legality or illegality of the claims of persons professing to hold corporate offices? No case has been referred to. I am glad a search has been made for such cases by counsel, during the intervals in the argument, because it satisfies me that no such cases exist. This is, therefore, the first attempt to induce this Court to exercise such a jurisdiction. It will be sufficient for me to feel that I ought not to venture to exercise a jurisdiction of which I cannot define the limits, nor anticipate the results. None of my predecessors, it appears, have exercised such a jurisdiction, and I will certainly not be the first to embark in it. But, independently of the novelty and inconvenience of it, I am satisfied it is contrary to the principles of courts of equity to entertain such a jurisdiction, the case being one of pure law. There might be equities no doubt depending on the determinations at law; but the fact whether certain persons are or are not the legal officers of a corporation is not a question of equity. There are other means by which the plaintiffs can have that question determined, and I will not assume a jurisdiction which does not belong to this Court. It is not pretended that this Court can set the corporate body right if it bas gone wrong; and I am not asked to do that, or to direct a meeting of the shareholders to be held; nor am I asked to decide which four of the directors should go out by rotation; but I am asked to restrain them all from acting as directors-that is, to do, what if done, would put an end to the corporation altogether. If they are wrong, it is not this Court that can put them right. Yet, on the allega tion that they are wrong, this Court is asked to prevent them from acting at all, and by granting the injunction to put an end to the corporation. Such are the probable consequences of my exercising the jurisdiction by the injunction in such a case; and every one of the objections which I have noticed in detail is sufficient of itself to prevent me from exercising the jurisdiction which I am asked to exercise in this ease. I will not give any opinion here on the construction of the Act of Parliament constituting this company, nor on the merits of this case. Both demurrers must be allowed; and the injunction which was granted by the Vice-Chancellor falls of course on the allowance of the demurrer. and Wallworth v. Holt, both in the same volume (4 Myln. & Craig). Acting on this rule, I have there pointed out the distinctions and the foundation of the course adopted by the Court. But when the suit is instituted adversely to the interests of any of the partners or shareholders, they cannot at all be held to be represented by those who are on the record asking for what might, if granted, be most injurious to the interest of those persons who are not represented in the suit. Then such persons must be made defendants, however numerous they may be, because every one of them may have a case to present adverse to the interests of the persons filing the bill. If such persons are too numerous to be made defendants, then à state of circumstances would arise for which no remedy could be found in this court. That inconvenience, however, does not occur in the present case. In those cases where there is a common interest, and where the interests of many are represented by a few persons suing, in such April 28.-The LORD CHANCELLOR.-This is a cases all the parties are directly or indirectly supposed case in which two persons, not alleging themselves to to be represented. They do not all appear separately, be shareholders in the company, but describing them- but the Court permits them all to be represented selves to be such shareholders, filed a bill, in which when there is no objection to such a course of prothey allege that, owing to various circumstances, ceeding, and permits the few to litigate on behalf of which are not now necessary particularly to enter themselves and the others. But in no case has it into, the twelve persons who were originally appointed been permitted to one or two in their own individual directors of the company ought, on a day now passed, names to institute a suit common to all and proto have voted or balloted out four of their number fessedly for the benefit of all. The evil consequences under the provisions of the Act by which the com- of such a course would be apparent, because if it was pany is constituted, and to have elected four others permitted to one or two to institute such a proceeding, in their place; that they omitted to do so, and con- it must be permitted to each and every one of the sequently are not now a body constituted according persons interested in the subject to institute a suit, to the Act; and the plaintiffs therefore pray that an and as many bills might be filed as there are shareinjunction be issued against any thing being done by holders, all praying the same or different relief-it was those directors in that character. The prayer is this, immaterial which-and raising the same questions in that these twelve persons may be restrained from one hundred, or it might be in one thousand, suits. voting or acting as directors, and that they may be That course cannot be permitted; there is no case in ordered to place the common seal of the company, which individual shareholders, not suing on behalf of and all the funds, deeds, documents, and effects what themselves and others, have been permitted to bring soever, in their possession, belonging to the company, separately before the Court questions common to all. in the hands of six other directors, who, as the If there are persons having individual claims, they plaintiffs allege, were appointed directors under the may come before the Court; as, for instance, indiprovisions of the Act, authorising the company to in-vidual creditors in administration suits, they may file crease the number of directors from twelve, the num- a bill for their own debt, but not a bill for administraber originally contemplated, to eighteen. The result tion of the estate, without associating with themof the injunction thus prayed would be, that twelve selves those persons who have an interest in common cut of the eighteen now exercising the functions of with them in the estate to be administered. A credirectors would be restrained from acting in that ditor may file a bill for payment of his own debt, but capacity, and the whole of the duties of the directors not to administer the estate generally. The other must, for the present, be performed by six of them. creditors have no interest in his debt, but they have The first thing that occurs to me on reading this in the proceedings relating to the administration of prayer in the bill is, that the bill contains nothing the debtor's estate. If, therefore, there was no other which asks that the error complained of may be set objection in this case than the frame and scope of the right; but there being four directors of the twelve bill, filed as it was by four shareholders individually, who were to go out by rotation, and it being impos- and not on behalf of themselves and others, that sible to ascertain which of the twelve were to be the objection alone would be fatal to the bill as it stands. persons excluded, the bill assumes that the whole The frame of the bill may no doubt be corrected by twelve are illegally exercising the functions of direc- amendment, and therefore the decision on this point tors; and that they ought to be restrained from per- will not finally dispose of any question between the forming the duties of the directors of the company. parties. But there is another objection, and a much The chief difficulty in the case arose upon the con- more important one, to be considered. The bill is struction to be put on the Act of Parliament in re-filed by four persons interested in the profits of the spect to the election of directors. But I have no company, or, at all events, members of the corporate intention to give any opinion on the construction of body. The complaint they make is not personal to the Acts, because I think I see quite sufficient to themselves, but is, if true, that there had been a usurmake it my duty to allow the demurrers without pation on the part of these twelve directors acting on any reference to that construction. One of the behalf of the corporation, but who, according to the grounds on which I came to that conclusion construction put by the plaintiffs on the Act of Paris, that it does not fall within the jurisdiction liament constituting the company, are not entitled to of this Court to entertain the question, and I the character of directors; their assuming to act is therefore abstain from giving any opinion on a therefore a usurpation of the right of the corporation. matter which in my judgment is not within my juris-The plaintiffs allege that the defendants have got the diction. The bill is a bill by four of the shareholders, corporate seal and property, and they ask the Court not alleging that they are suing on behalf of them that they may be compelled to hand them to those selves and the other shareholders, but stating that persons who, according to the allegations of the bill, they sue in their individual rights. It is quite clear are the legal directors. There is a late case, identical that some years ago nobody entertained a doubt that with this in principle, before Vice-Chancellor Wigram. such bill was demurrable. The rule has been lately I mean the case of Foss v. Harbottle, 2 Hare. An relaxed in some respects, in order to meet the attempt was made in the argument here to distinguish exigencies of cases arising in modern times, and to that case from this, but the attempt failed; both adapt the jurisdiction of the Court to the difficulties cases are precisely the same. In the case before Viceof cases that come before it. It was thought that Chancellor Wigram, two members of a corporation too strict an adherence to the former rule of the complained of acts and omissions by persons who exCourt would operate as a denial of justice, and leave ercised the functions of the corporation. They made parties who had a real grievance without remedy. a much stronger case by their bill than the plaintiffs The relaxation of the rule ought not, however, to in the present bill, for they raised a charge of mal- VICE-CHANCELLOR OF ENGLAND'S extend, and never was extended, beyond the exigencies versation, by which the interest of all the members of particular cases; it has been enlarged only where were affected, but the Vice-Chancellor, after examiit has appeared that unless the Court had adopted nation of the authorities on the subject, came to the such a course there would be no remedy for the conclusion that the bill could not be sustained. And suitor's grievance. But this bill presents no such as one reason for coming to that conclusion, he said case; but the most obvious and reasonable mode of it appeared on the face of the bill that there existed correcting the grievance of which it complains, if in the company itself the means of correcting the evils such exists, is to be found in the allegations of the of which the bill complained, and that the sharebill itself. When the rule was first relaxed to the holders might, at a general meeting, put an end to extent I have stated, to enable certain persons that state of things which gave occasion for the bill. interested as shareholders or partners to sue on be- It was said that the directors could no longer act in half of themselves and others, it was confined to this case; that is the only mode in which it was atcases in which the grievance complained of appeared tempted to distinguish that case from this; but it to be common to all the persons in whose behalf the appears to me quite clear that there is a similar SPA suit was instituted, there being in such cases a com- allegation in this bill, for it alleged that there is a mon object and purpose; and the interests of those usurpation of the rights of the company, and that a not named in the record might be well represented by large majority of the shareholders are of that opinion. those who were named and had interests identical There is nothing, therefore, to prevent this company, with them. Such were the cases of Taylor v. Salmon' as a company, if they entertain the same opinion as COURT. Friday, March 12. CORPORATION OF BRIDGNORTH V. COLLINS. Will-Construction-Accumulation clause--39 & 40 Geo. 3, c. 98, called the Thelluson Act. The Thelluson Act, which directs that no person shall, by deed or will, settle or dispose of any real or personal property in such manner that the rents or produce shall be accumulated for a longer term than the life of the settler, or twenty-one years after his decease, or during minority, &c. has no application in those cases where accumulations are not positively directed by a will, but are made under it by reason of events occurring after the death of the testator. William Guest, the testator, by his will, dated the 21st of June, 1811, gave and bequeathed unto the bailiffs of the town and corporation of Bridgnorth the sum of 3,3001. upon trust that they and their |