Director, in testimony that the Directors have consented. to such transfer. Here, as to some of the transfers, there is no assent by the Directors appearing on the face of the transfer. A transfer which does not conform with the requisites of the Act is a mere nullity; Preston v. The Collier Dock Company(a); Hibblewhite v. M'Morine(b). As to the specific relief prayed, that the Bank may be restrained from continuing the plaintiff's name on the registry as a shareholder of the Company, it would be difficult to grant it; for the 6 Geo. IV., c. 42, obliges the Company to register their shareholders as they appear in the books of the Company, and the Bank cannot take notice of an illegal transfer. It was also argued that if the transfers were legal, the plaintiff had a good defence at law, and ought not to come into equity for relief. Wallworth v. Holt(c) was re ferred to. Mr. Pigot and Mr. Wall for Langford Lovel Hodge. Admitting that Mr. Hodge has lent himself to aid the objects of the Shareholders' Committee, that does not deprive him of his right, as a bona fide creditor of the Bank, to sue any member of it. The plaintiff's complaint is that his name has been improperly put on the registry of May, 1843; but supposing it were not put there, yet Mr. Hodge might and can show that Mr. Taylor is liable to him, as a shareholder of the Company, who has never parted with his shares. The registry, though made evidence by the 1 Will. IV., c. 32, is not conclusive, or the only evidence of membership; Edwards v. Buchanan(d); (a) 2 Railway Cases, 335. (b) Ib. 151. (c) 4 M. & C. 619. 1844. TAYLOR v. HUGHES. Argument. 1844. TAYLOR 27. HUGHES, Argument. Morgan v. O'Beirne(a). It may be proper to restrain Mr. Mr. Martley in reply. Mr. Hodge is identified, in this suit, with the Company. He is not a creditor who, of his own mere motion, has chosen to pursue his claim against the plaintiff; nor is this the case of a creditor who has been put in motion by some of the shareholders, to enforce his claim against another shareholder, whose liability is unquestionable; but this is the case of a creditor, who, at the instance of the Company, and on their indemnity, and for their benefit, has permitted his name to be used, to sue a party who, long before the time when the debt was contracted and the judgment against the public officer was obtained, appeared upon the registry of the Company to have ceased to be a shareholder; the Company, in favour of itself, creating a primâ facie case against the party, by means of entries in their books and registers improperly and irregularly made by them. As between Mr. Taylor and the Company the transfers are valid. The Cheltenham Railway Company v. Daniel, and the other cases which have been cited, establish that the parties to a transfer may, as between themselves, dispense with the formalities required by the Act. Here the Company is, by its own acts, estopped denying that there has been a transfer. As to the 3000 shares, the evidence has established, in (a) 2 Hud. & B. 281. (b) 7 M. & W. 203. opposition to the answer of the defendant, that this was an agency transaction, and that those shares never were the property of Mr. Taylor. It is said that Mr. Taylor sold some of them to persons who applied for shares at the Bank house, and that his conduct in that respect was a fraud upon the Company; but it is plain that the Bank did not desire to appear publicly in the selling of shares; and even were it otherwise, Mr. Taylor's conduct in that respect would not make him a partner. As to the 1100 shares:-it is said that the Directors were, by the deed, impliedly prohibited re-purchasing them. They were not authorized, in terms, to re-purchase shares; but by the 87th clause it was provided, that the Board of Directors should have the entire superintendence and control over the affairs and concerns of the Company; and should, in all cases provided for, act in strict conformity to the laws and regulations established by the deed of settlement; but in all cases, for the time being, unprovided for by the deed, it should be lawful for the Board of Directors to act in such manner as should appear to them best calculated to promote the welfare of the Company. It is stated by Mr. Dwyer, in his evidence, that the re-purchase of the plaintiff's stock was a bonâ fide transaction, agreed to by the Directors, because they thought it to be a measure conducive to the welfare of the Company: and when the subject of re-purchasing stock was brought before the meeting of the shareholders, they approved of the conduct of the Directors therein. The assent of the Directors was only required in cases of transfers from one individual to another; here the Directors have, on the face of the transfers, assented to all of 1844. TAYLOR v. HUGHES. Argument. 1844. TAYLOR v. HUGHES. Argument. them except that for 450 shares; and it appears from the minute book of their proceedings, that they did, in fact, assent to that transfer also. It was the duty of the Company to have had the transfers properly registered; and having neglected to do so, they cannot now take advantage of their own wrong. The 6 Geo. IV., c. 42, requires a registry of persons who have ceased to be members, to be made from time to time-that is, according as they cease to be members: but it is to be inferred from the same Act, as amended by the 1 Will. IV., c. 32, that the registry of transfers is only to be made once a year. This shows, that, as between the parties to the transfers, registry of the transfer is not essential to the validity of the transaction. As to the relief prayed, even though Mr. Taylor may be liable at law to third persons, yet he is entitled, in equity, to restrain the Company using the names of such persons to enforce that legal liability. He is also entitled to have the registry reformed by having his name erased therefrom; for the registry of 1837, and the subsequent ones, in which his name was omitted, were according to the truth; and nothing was afterwards done to alter his liability. A creditor of the Company may be entitled to sue Mr. Taylor, but he can have no right to use against him the evidence afforded by this fraudulent registry. Judgment. THE LORD CHANCELLOR : In this case the plaintiff, who was a shareholder in the Agricultural and Commercial Bank, seeks a declaration that the Bank accepted the several transfers of the shares which he held; and that the registry of his name, in May, 1843, as a member of the co-partnership, may be declared fraudulent; and that certain recent entries in the books may be erased; and that Mr. Hodge may be enjoined from using the evidence afforded by the register, and by the books as altered. The plaintiff was originally the cashier of the company, and subsequently became a Director. He acquired two classes of shares-one to the number of 3000, merely as an agent for the sale of them, with the profit of any premium which he could obtain. His case is, that he sold 1200 of this class, and accounted for the price to the Bank; that they accepted the rest as part of their stock; and a bill which he had given for the amount of all the shares, 31507. was returned to him, and that account was balanced in the books. The other class, 1100 in number, consisted of shares which he acquired, and which he sold to the Bank, and of which they took transfers to trustees; and that account was also closed and the balance paid. The balance due from him as cashier was duly paid to his successor, and accounted for: and the balance of the general account must also, I think, be considered to have been finally settled and paid in 1837. The plaintiff had, under the 6 Geo. IV., c. 42, been returned to the Stamp Office as a public officer, and also as a member of the Bank; and in November, 1837, in compliance with the Act, his name was returned to the Stamp Office as having been removed from his office, and also as having ceased to be a member; and for the five succeeding years, his name was kept off the returns, although returns of the actual members were regularly made. After the difficulties of the Bank had ended in insolvency, the shareholders named a committee to investigate the con 1844. TAYLOR v. HUGHES. Judgment. |