[*713 declaration, though it is not so expressly alleged, that the collision complained of took place in the river Thames, where the Court of Admiralty has no jurisdiction: The Case of the Admiralty, 13 Co. Rep. 51; Morse v. Slue, 1 Ventr. 190, 238, Sir T. Raym. 220, 1 Mod. 85, 2 Keble, 806, *3 Keble, 72, 112, 135, 2 Lev. 69; Palmer v. Pope, Hobart, 79; Velthasen v. Ormsley, 3 T. R. 315. [JERVIS, C. J.—You need not cite authorities to show that the Court of Admiralty has no jurisdiction infrâ corpus comitatus.] 2. Then, in the Admiralty Court the proceeding is in rem, and therefore the merits of this action could not have been determined there. It cannot be the same demand. [JERVIS, C. J.-Damages and the value of the ship are identical: you cannot recover more than the value.] Kitchen v. Campbell, 3 Wils. 240, 304, 2 W. Blac. 779, 827, and the cases cited in the notes to The Duchess of Kingston's Case, 2 Smith's Leading Cases, 424-460, show that this is a matter which is not pleadable in bar. The plaintiffs may have failed in the Admiralty Court for want of proof. Then, as to the statute, the meaning of the 4th section obviously was, that, where there. has been an adjudication, it shall, subject to all the common law incidents. of a judgment, be conclusive. Milward, contrà.-Prima facie the Court of Admiralty has jurisdiction in all cases of maritime collision. There is nothing on the face of this declaration to show that the matter here complained of occurred within the body of any county: on the contrary, it appears that both vessels were in the river Thames. [CRESSWELL, J.-How do we know that the Court of Admiralty has jurisdiction in any part of the Thames?] The court will take judicial cognisance of the jurisdictions of the other courts. [CRESSWELL, J.-But not of the geographical position of the river Thames. WILLIAMS, J.-It is quite immaterial whether the collision took place in the Thames or in any other river.] The plea states that the merits of this action were tried, and, after due proceedings had and taken in the Admiralty Court, and in due form of law, determined by that court. If that court had no *jurisdiction, it could not [*714 in due form of law have determined the matter. There being nothing in the declaration to show that the collision took place within the body of the county, the defendant was not bound to negative that fact in his plea. [WILLIAMS, J.-The defendant was bound to show upon the face of his plea a good answer to the declaration.] Per Curiam.-The plaintiffs are entitled to judgment on the demurrer to the second plea, and the defendant on the demurrer to the replication. Judgment accordingly. Where the court rendering judgment has no jurisdiction, the proceeding is a nullity Swiggart v. Harber, 4 Scam. 364; Campbell v. Brown, 6 How. Miss. 106; Evans v. Perciful, 5 Pike, 424; A judgment of a court of record 128; Vandyke v. Bastido, 3 Green, within the state of general jurisdiction 224. and proceeding according to the course of the common law, where the want of jurisdiction is not apparent upon the record, cannot be impeached by the parties to it, as long as it remains unrecovered: Granger v. Clark, 9 Shepp. And see Woodruff v. Taylor, 20 Vermont, 65; Campbell v. Steel, 11 Penna. State Rep. 394; Johnson v. White, 13 Smedes & Marshall, 584; Pander v. Moseley, 2 Florida, 207; Grier v. M'Lendon, 7 Georgia, 362. PEEL and Another v. THOMAS. Jan. 27. The defendants and others met for the purpose of forming a company for working a mine on the cost-book principle, the concern to consist of 60,000 shares, of which 15,000 were to be appropriated to the owner of the mine, 33,750 to A., B., and C., and the remainder allotted to other parties in proportion to certain capital subscribed by them,-1125 being allotted to the defendant, for which he paid 1007.: and it was at that meeting resolved, amongst other things, that the requisite capital to work the mine for the first six months should be found by A., B., and C. The same resolution also stated that the mine had been purchased of the owner for the sum of 10007. in cash, and 15,000l. to be paid in cash or shares at the end of six months, should it be deemed desirable by the adventurers to continue operations,-such payment of 15,000, or surrender of the mine to the owner, being optional by the said adventurers :-Held, that, by this arrangement, each adventurer became a partner in the concern from the commencement, and liable as such for goods supplied for the working of the mine. THIS was an action against the defendant, as a partner or shareholder in a mining association for the working upon the cost-book principle of a mine called the Cwmheisian Mine, to recover a sum of 607. 14s. 8d. for machinery supplied to the mine by the plaintiffs. The defendant pleaded never indebted. The cause was tried before Jervis, C. J., at the sittings in London after the last term. Evidence having been given of the supply of the machinery in respect of which the action was brought, the plaintiffs called for the company's minute-book, from which they read the following minutes: * At a meeting for the purpose of forming a company on the *715] cost-book principle for working the Cwmheisian Mine, held October 21, 1853, at Mr. Readwin's office,-present "The mine was stated by Mr. Readwin to have been purchased of Mr. Bruin for the sum of 1000l. in cash, and 15,000l. to be paid in cash or shares at the end of six months, should it be deemed desirable by the adventurers to continue operations; such payment of 15,000l. or the surrender of the mine to Mr. Bruin, being optional by the said ad venturers. "It was then proposed that the mine should be divided into sixty. thousand shares, of which, fifteen thousand being reserved as above for Mr. Bruin, thirty-three thousand seven hundred and fifty were declared to be the property of Mr. Readwin, Sir Charles Kirkpatrick, and Mr. Brunton; and the remainder were, in consideration of their engagement to find the sums of money placed against their respective names, divided as follows: "It was proposed, and accepted, that Sir Charles Kirkpatrick, Mr. Readwin, and Mr. Brunton should find *the capital requisite for the operations of the mine during six months from this day. [*716 "It was resolved, that, should any of the parties above named fail to pay the amount placed against his or her name by 12 o'clock to-morrow, the shares now allotted to him or her shall be forfeited: (Signed) "Joseph Thomas, "T. A. READWIN, "JOHN CHARRETIE, "C. S. KIRKPATRICK, "W. W. WHITE, "E. C. NICHOLS, "B. COLEMAN, J. D. BRUNTON." "At a meeting of adventurers in the Cwmheisian Gold Mining Company, held at Mr. Readwin's offices, No. 2, Winchester Buildings, in the city of London, on Saturday the 22d of October, 1853,present, Sir Charles S. Kirkpatrick, in the chair, Messrs. Thomas, Charretie, White, Brunton, Readwin, Mrs. West, Messrs. Nichols and Coleman, "It was resolved, that the Cwmheisian Mine be worked on the costbook system, in sixty thousand equal parts or shares; and that the sixty thousand parts or shares be and are hereby allotted in the following proportions, viz.: "To Sir Charles S. Kirkpatrick and others, as trustees for George Bruin "To Sir Charles S. Kirkpatrick, Bart. "To John Dickinson Brunton Shares. 15,000 11,250 11,250 "It was further resolved, that Sir Charles S. Kirkpatrick, Bart., Capt. Charretie, Mr. Joseph Thomas, Mr. Coleman, and Mr. Brunton be and are hereby appointed a managing committee (pro tem.), and that they be requested to prepare rules and regulations for working the company; that Mr. Thomas Allison Readwin be and is hereby appointed purser to the company (pro tem.); and that the offer of Messrs. Kirkpatrick, Brunton, and Readwin to find the requisite capital to work the mine during the next six months, be and is hereby accepted." It was further proved, that the defendant had attended various meetings of the association as a member of the managing committee; that he had paid 1007. on the allotment of shares to him; that he was frequently seen at the mine whilst it was at work; and that he was present at a meeting on the 8th of June, 1854, when it was determined to dissolve the existing company, and to form a new one. On the part of the plaintiffs, it was insisted that the defendant was liable as a partner or shareholder in the mine, and that his liability was not restricted by limitations imposed upon the partners inter se by the above resolutions. For the defendant, it was submitted that there was no completely formed partnership, but only a prospective or inchoate partnership, to be formed at the expiration of the six months mentioned in the resolution of the 21st of October, 1853, in the event of the mine being worked to advantage. The Lord Chief Justice inclined to think that this was a *718] mere probationary association, which was not to ripen into a partnership until the expiration of six months; and he directed a verdict to be entered for the defendant, reserving leave to the plaintiffs to move that it might be entered for them for the sum claimed, if the court should be of opinion that the defendant was liable as a partner in the mine, the court to draw such inferences of fact as a jury should have drawn. Channell, Serjt., on a former day in this term, obtained a rule nisi accordingly. He submitted that the arrangement evidenced by the resolutions of the 21st and 22d of October, 1853, constituted a partnership at all events for six months; and that, if profits had been made during that period, the defendant would have been entitled to participate therein: and he referred to Hawken v. Bourne, 8 M. & W. 703.† J. Brown (with whom was Byles, Serjt.) now showed cause.-There was no evidence whatever of partnership. The resolutions of the 21st and 22d of October, 1853, upon which alone the defendant's liability can arise, show, that the defendant and his co-adventurers were not to incur the liability of partners until the expiration of the six months limited for the experimental working of the mine, and that during that period Sir Charles Kirkpatrick, Brunton, and Readwin alone were to be responsible. The case, therefore, falls within the principle of Fox v. Clifton, 4 M. & P. 676, 6 Bingh. 776 (E. C. L. R. vol. 19), 2 M. & Scott, 146 (E. C. L. R. vol. 28), 9 Bingh. 115 (E. C. L. R. vol. 23), Pitchford v. Davis, 5 M. & W. 2,† and that class of cases. [JERvis, C. J.-What do you understand by the resolution accepting the offer of Sir Charles Kirkpatrick, Brunton, and Readwin, to find the requisite capital to work the mine during the six months? Are they supposed to advance the money out of their own pockets, or are they *merely to act as bankers for the company for that period? I [*719 perceive their names are not among the subscribers. If the defendant has advanced his share of the capital, is there not an end of the question?] There is nothing in the resolutions to indicate a loan of money by the three persons named to the company. If those persons were advancing money to the concern, it would be difficult to sustain this defence; for, then they would be working the concern with borrowed capital. But it is submitted that the whole resolutions show that an immediate partnership was not contemplated; but that the mine was to be worked experimentally during the six months, and that then the adventurers were to have the option to take to it or give it up. [JERVIS, C. J.—Suppose profit were made during the six months, who would take it?] That is too speculative a question to be easily answered. [JERVIS, C. J.-Nevertheless, it is one you must meet. MAULE, J.-Perhaps it was contemplated that six months would be required to reach the stratum where gold was to be found. But, even then the thing would be more valuable than it was when they began. I think you must contend that the only persons to be benefited during the six months, were, Kirkpatrick, Brunton, and Readwin: and it will. be very difficult to say that. In Hawken v. Bourne, a shareholder was held liable for goods supplied to a mine under very similar circumstances to these.] "There was evidence," there, as Parke, B., says, that the defendant "was a complete partner with the directors in working the mines in the manner they were worked." [MAULE, J.—So, VOL. XV.-61 2S |