1849. Re THE NORTH GLAHOLME'S It was now moved, on the part of Mr. Thomas Glaholme, that his name might be struck out of the list of contributories. Mr. Russell and Mr. Manisty, in support of the motion, took the objection with regard to the notice. Mr. Bacon, Mr. Lloyd, and Mr. Headlam, for the official manager. Mr. Glaholme having been brought into the Master's office upon an accurate notice, the requisition of the act has been complied with, and the Master has jurisdiction, upon the evidence, to amend the list by leaving Mr. Glaholme's name on it without qualification. The VICE-CHANCELLOR allowed the objection, and referred it back to the Master to review his decision (a). The official managers appealed from his Honor's judg ment; but, on the 18th of January, 1849, the Lord Chancellor dismissed the appeal, with costs (b). (a) See Hutchinson's case, ante, p. 568. (b) 1 H. & T. 123. Ex parte WALKER and Ex parte TROUTBECK, In the Matter THESE were two petitions, praying that the affairs of the up, under the 11 & 12 Vict. c. 45. 1848. Dec. 8th. It is not a sufficient objec tion to a peti tion for winding up the af The company was constituted by a deed of settlement, of fairs of a comthe 31st of August, 1836. One of the petitions was that of Edmund Walker, one of the directors, who, by his affidavit, deposed that he was one of the persons parties to the deed of settlement, and was the registered proprietor and holder of 150 shares in the company. In exercise of the powers given by the deed of settlement, the directors of the company had taken premises in Cavendish-square, and in Bucklersbury and Finsbury, and also at Reading, and they there commenced and carried on the business of bankers. On the 25th of October, 1836, the petitioner, Edmund Walker, was elected one of the directors. In the year 1841 the affairs of the company became embarrassed, and difficulties arose in obtaining from the shareholders the contributions which became necessary to meet the liabilities of the company and to pay its debts. In 1842 a bill was filed by certain shareholders, on behalf of themselves and all other shareholders in the company, against the petitioner, Edmund Walker, and other directors, praying (among other things) that an account might be taken of all sums of money received by the directors, or by their order, or for their use or benefit, on account of the company, or which, but for their wilful default or neglect, might have been or ought to have been so received; and an account of all sums of money properly expended by the directors, or any or either of them, or by any person or persons by their or any or either of their direction or authority, pany, under or that the pe titioner is one of the directors against whom a suit in Chan cery is pending, make them personally lia seeking to ble to the share holders for the losses of the company. 1848. Ex parte WALKER and Ex parte TROUTBECK. in respect or on account of the company; and an account of all bills discounted, and of all advances of money by the company, on which any losses had been sustained by the company, with all the particulars relating thereto; and, in particular, of all such bills discounted for and advances made to the respective directors of the company, and to their or any or either of their relations and friends, and on what, if any, security or securities; and that the Master might inquire and state what loss or losses had been sustained by the company in respect or by reason of such last-mentioned bills discounted and advances; and that the Master might take an account of all losses sustained by the company since the 5th September, 1836; and that the Master might inquire into and state the particulars of such losses, and all special circumstances relating thereto; and that the directors who were defendants to the bill might be declared personally liable to make good all that might be found due to, and the losses sustained by, the company, in taking the accounts and making the inquiries aforesaid; and that what should be so found due from the defendants might be ordered to be paid and applied for the benefit of the shareholders, in such manner as the Court should think fit; and that, in the meantime, the defendants, the directors of the company, might be restrained by injunction from suing for at law or otherwise, and from collecting, and from taking any proceedings at law or otherwise in order to collect, receive, or get in the assets of the company; and for a receiver. But the bill, as amended after a demurrer (a) had been allowed, did not pray for a dissolution of the company, nor did it seek to compel the general body of shareholders to contribute to the payment of the debts, liabilities, and losses of the company. The petitioner, Edmund Walker, had put his answer to the bill, but the suit had not come to a hearing. (a) See the argument on the demurrer, Deeks v. Stanhope, 14 Sim. 57. The petitioner's affidavit stated, that all the several business premises and offices of the company had, for several years, been disposed of or given up, and there was now no office of the company, nor any officer or servant remaining in their employ; and that the petitioner had been called upon by creditors of the company to pay, and had actually paid, divers large sums of money, in respect of the debts and liabilities of the company, far exceeding the petitioner's just contribution in proportion to the number of shares held by him in the company. The other petition was that of shareholders, also praying that the affairs of the company might be wound up; but the discussion took place upon the petition of Mr. Walker. Mr. Bacon, Mr. Lloyd, and Mr. Hetherington, supported the petition. Mr. Cole, for one of the directors, who was served with the petition, consented. Mr. Glasse, for the plaintiffs in the suit, who had not been served with the petition.-The petition makes no case for the application of the act, for it does not state, nor is it the fact, that there are any unpaid creditors, or that the company cannot go on. Moreover, it is not competent for this petitioner, during the pendency of a suit-instituted for the purpose of making him and the other directors personally liable-to interrupt the shareholders' relief under their bill, by having the affairs of the company wound up by a different proceeding. It would be impracticable, indeed, to adjust the affairs of the company without ascertaining the extent to which the petitioner and the other directors are liable to make good personally the losses which have been sustained; and this can only be effectually investigated, ascertained, and determined in the suit. Mr. Bacon, in reply, was stopped by the Court. 1848. Ex parte WALKER and Ex parte TROUTBECK. 1848. Ex parte WALKER and The VICE-CHANCELLOR said, that the pendency of a suit against a party would not invalidate a fiat in bankruptcy issued against him on his own petition. Nor, having regard to the provisions of the act, including the 58th section, which provides that the proceedings under the act shall not affect pending suits, did his Honor think that either of the grounds relied upon formed a sufficient objection to the prayer of the petition. One order for winding up the company was made on both petitions, and was afterwards affirmed on appeal by the Lord Chancellor (a). (a) See 1 H. & T. 100. Dec. 15th. A pier company, incorporated by act of Parliament, with power to levy tolls for the use of the pier, (including its use as a promenade), to erect baths, quays, wharfs, and warehouses-Held, Ex parte BURGE, In the Matter of THE JOINT-STOCK COM- THIS The company was incorporated by the provisions of an act of Parliament, 1 Will. 4, c. xxv, intituled "An Act for making and maintaining a pier or jetty and other works at Herne Bay, in the parish of Herne, in the county of Kent," by the name of "The Herne Bay Pier Company;" and they were thereby authorised to erect and make at trading or com- Herne Bay a pier or jetty, to extend into the sea, and to be used for the embarking and disembarking, landing and stock Compa- shipping of passengers, and of horses and other live stock, nies Winding-up and lading and unlading ships and vessels, in such manner, and subject to such orders and directions, as the directors not so clearly a mercial com pany, as to be within theJoint Act 1848, which ought only to be applied in plain cases. Quære, whether a case at law can be directed to determine if a company is within the act. |