M. R. 1871 In re CONTRACT Sir R. Baggallay, Q.C. (Mr. Chitty with him), for the liquidator: Mr. Hakim will probably rely on the decision in the case of In CORPORATION. re Smith, Knight, & Co. (1); but there proceedings were pending between the liquidator and the person summoned to be examined; here there are none pending, and Mr. Hakim is a mere witness, and is not entitled to any voice in the appointment of an examiner. The Solicitor-General (Mr. Jessel), (Mr. Marten with him), for Hakim, submitted that the rule laid down in the case referred to applied; for the summons was obviously taken out with the view of obtaining information on which proceedings against Mr. Hakim might be founded. LORD ROMILLY, M.R., said that he would not, in any case, allow a mere captious objection to an examiner to prevail; here Mr. Hakim was merely a witness, and was not entitled to be heard on the subject. He must therefore go before the examiner. Solicitors: Messrs. Linklater & Co.; Messrs. Thomas & Hollams. M. R. 1871 Nov. 18, 25. MORGAN v. BRITTEN. Will-Construction-Gift to "all and every the child and children "-Joint A gift in trust for "all and every the child and children” of A. and his, her, and their executors, administrators, and assigns, for his, her, and their own absolute use and benefit: THIS Held, to create a joint tenancy. was a Petition for payment out of Court of a fund which had been carried to a separate account in the suit. The fund was bequeathed by the will of John Downes, dated the 25th of July, 1825, to trustees upon trust for his daughter during her life, and after her death in trust for "all and every her child (1) Law Rep. 8 Eq. 23. and children, and his, her, and their executors, administrators, and Mr. A. T. Watson, for the Petitioners, stated that he had been unable to find any authority precisely in point; and submitted that the gift created a joint tenancy. M. R. 1871 MORGAN v. BRITTEN Nov. 25. LORD ROMILLY, M.R., who had taken time to consider, said he was satisfied that it was a joint tenancy. Solicitors: Messrs. Wilde, Wilde, Berger, & Moore. V.-C. M. 1871 Νου. 11. In re GREAT OCEANIC TELEGRAPH COMPANY. HARWARD'S CASE. Company-Contributory-Director bound to take Qualification-Agency of Allotment Committee. II. allowed his name to be advertised as a director of a company, and was present at a board meeting at which an allotment committee was appointed. The committee allotted him fifty shares, which was the qualification for a director; but he never applied for shares or received a notice of allotment. He subsequently signed a cheque of the company as a director, but his signature was treated by the bank as insufficient, his name not having been sent in as authorized to sign cheques : Held, that by acting as a director he became liable to take the number of shares required as a qualification: Held, also, that the allotment committee were his agents for the purpose of the allotment to him, and it was not necessary to give him notice of the allotment. THIS The company was registered in September, 1869, with a capital of £600,000 in 60,000 shares of £10 each. Of the articles of association it is only necessary to refer to the following: Art. 4 provided that in case the whole number of shares should not be subscribed for or allotted, the registered holders of the shares should, nevertheless, be associated, and the regulations for the management of the company should be in force in like manner, as if the whole of such shares had been subscribed for. Art. 77 provided that, until a general meeting should otherwise direct, the number of directors should be such number as the board should from time to time appoint, so that the same should be not more than twenty or less than five; and the qualification of a director should be fifty shares, standing in his own name solely, and on which all calls should have been paid. Art. 108 provided that the board might commence the business of the company as soon as they should think fit, notwithstanding that the whole of the capital V.-C. M. might not then have been subscribed for. 1871 W Only 1003 shares were in fact applied for, on which 5s. per share HARWARD'S was paid up. Shortly before the company was registered a prospectus was issued and published and extensively advertised, and Mr. Harward's name appeared therein as a director. He was also present at the only meeting of the board of directors, which was held on the 19th of October, 1869. At that meeting a director was appointed, and a committee of directors formed to make allotments of shares. The allotment committee met on the 3rd of November, 1869, and allotted a considerable number of shares, and amongst others, fifty shares to Mr. Harward. The only other act alleged to be done by Mr. Harward as a director was, that on the 18th of January, 1870, he signed a cheque for £50, drawn on the account of the company with the National Provincial Bank of England, which had already been signed by another director. Mr. Harward's name had, however, not been sent to the bank as one of the directors authorized to sign the cheques of the company, and the bank required the signature of another director before paying it. The company was ordered to be wound up on the petition of a creditor to the amount of £1000. Mr. Harward made two affidavits, in which he stated that he never applied for shares, and never received any notice of allotment; that he never saw the articles of association, and was not aware that the qualification of the directors was fifty shares. He also said that he never gave an unqualified assent to becoming a director, and he explained his being present at the board meeting of the 19th of October, 1869, by saying that the meeting was held at the offices and in the board room of the Monarch Insurance Company, of which he was a director, and that he had been present at a board meeting of the latter company held the same day, and remained in the room in order to hear what passed, and to satisfy himself as to the prospects of the Oceanic Telegraph Company, and that he took no part in the business which was transacted. He also stated that he had declined to sign an application for shares ; and as to the cheque, that Mr. Abraham Judah Leo, in whose favour it was drawn, called at his office, and pressed him to sign CASE. V.-C. M. 1871 HARWARD'S CASE. it; that he refused to do so for a long time, but afterwards signed it, in consequence of his importunity, and to get rid of him. Mr. Glasse, Q.C., and Mr. Higgins, for the official liquidator:There are two grounds for putting Mr. Harward on the list; first, he became a director and continued such, and was therefore liable to take a director's qualification: A. Levita's Case (1). It was his duty to see that an allotment was made to him. Secondly, as director, he nominated the committee to make allotments, and they properly made an allotment to him. He made them his agents for the purpose: G. H. Levita's Case (2). Having consented to be a director, he was bound by the allotment of the qualification: Leeke's Case (3). [They also referred to In re King's Cross Industrial Dwellings Company (4).] The VICE-CHANCELLOR:-I have already decided in In re Disderi & Co. (5), that a man, by becoming a director, binds himself to take the minimum qualification of a director. Mr. Cotton, Q.C., and Mr. Coode, for Mr. Harward: In re Disderi & Co. differs from the present in the fact that there was an express agreement to take the shares. The mere fact of a man being a director does not make him liable to take a director's qualification: Marquis of Abercorn's Case (6), followed in Tothill's Case (7) and Chapman's Case (8). A director may repudiate the allotment of his qualification: Austin's Case (9). Here, having no notice of allotment, he could not repudiate, and therefore cannot be treated as being bound to take the shares. The actual performance of formal acts as director will not bind a man to take the qualification: Eve's Case (10). In Leeke's Case there was an agreement to take the shares; so also in Currie's Case (11). In A. Levita's Case there was an application for |