1850. In re rector in Stuckey's Banking Company, and from a full conviction, which, indeed, I ought to have seen before I joined your Company, that the duties of the two situations could SOUTH WALES not be impartially carried out." THE VALE OF BREWERY CO. WALTERS' Upon Mr. Walters' retirement, the fifty shares at 8l. per cent. were transferred to the Company, and Mr. Buckland became again indebted to Mr. Walters in 15007.; and, on the 27th of October, 1841, Mr. Buckland remitted to Mr. Walters his acceptance for 1137. 11s., the amount of several items in account, including therein the following:"Half-year's directorship, 377. 10s.” On the 14th of April, 1842, Mr. Walters, in a letter to Mr. Buckland, referred to this account, and asked for some explanation of certain items, but making no objection to the credit to him for the 377. 108. Mr. Walters was examined at great length before the Master, and stated that he never acted as a member of, or attended any meeting of the directors; that his arrangement to take shares was conditional on the previous payment by Mr. Buckland to him of the 1500l. due to him; but that the condition had never been performed. Mr. Russell and Mr. T. H. Terrell, for the motion. The facts shew that Mr. Walters consented to become a director of the Company, and that he was held out as such to the public. They also shew that his name appeared in the Company's share ledger as having fifty shares vested in him by transfer from the Company, and that he had been informed of this having been done, and acquiesced in the transaction. Now, if the shares vested in Mr. Walters, they could not be retransferred to the Company without the consent of every shareholder: Morgan's case (a). There your Honor (a) 1 De G. & S. 750. was of opinion that the evidence shewed knowledge of the transfer to the Company by Mr. Morgan, and acquiescence by all the members in the transaction; and the Lord Chancellor held that the facts did not amount to evidence of such universal acquiescence; but the principle of both decisions is the same. In the present case, no such acquiescence is pretended to have existed, and the retransfer to the Company being invalid, Mr. Walters is still a contributory for all the shares once transferred to him: Hitchcock's case (a). Mr. Bacon and Mr. Southgate, for Mr. Walters.—The transfer of shares to Mr. Walters was not perfected, and no shares vested in him. The Company's deed of constitution requires certain formalities to be complied with in the transfer of shares, particularly, that all transfers of shares should be with the approbation of the directors, which, to be valid, must be manifested by entries to that effect in the share register book, under the signatures of two of the directors (b); and without such approbation no transfer to Mr. Walters could have any force, either at law or in equity (c). In the course of the argument, Chartres' case (d), and Davidson's case (e), were referred to. The VICE-CHANCELLOR: The only question which, as I view the matter, this motion calls on me to decide, is the question, whether, upon the materials before the Court, it is a just conclusion. that Mr. Walters did at one time become a shareholder in this Company. It is, of course, perfectly consistent (a) Ante, p. 92. (b) See clause 41 of the deed of settlement of the Company, stated at length in Morgan's case, 1 De G. &. S. 752. (c) See clause 37 of the Com- (d) 1 De G. & S. 581. with the affirmative of that proposition, to hold that he became a shareholder, and was subsequently discharged in an effectual manner-a point upon which I say nothing, for, I repeat, I do not consider it to be before me. Then, upon the question, as I view it, I must first of all say, that the evidence appears to me to establish that the fifty shares first mentioned belonged to the Company, and not to any individual member of the Company, at the time when, as it is said, they were allotted to Mr. Walters and accepted by him;-that is the effect of the evidence upon my mind. Next, I think it established that Mr. Walters did agree to take these shares from the Company-to become the owner of them, and to pay for them. The evidence satisfies me that that intention was carried into effect-that he did take them, and that he did pay for them. The formalities required by the deed may not have been, and I assume them not to have been, strictly attended to, or wholly carried into effect; but, throughout all the transactions that have been brought before the Court by these discussions, it appears that the requisitions and conditions of the deed were (I may say) systematically disregarded; and if you are only to look to the deed,-if you are only to look to the provisions of the deed,--there would be no partnership, and no Company at all, as it seems to me. There must be taken to have been an universal assent, as it seems to me, to disregard its provisions. I think that the Company, acting by agents or an agent sufficient, under the circumstances, for the purpose, did agree to accept Mr. Walters as a member of the Company for fifty shares; that Mr. Walters agreed to that acceptance, and upon it did effectually become a shareholder as between the shareholders, that is, the partners themselves; and so viewing the evidence, not at all going into the question, into which, as I have said, I ought not to go, whether he ought now to be on the list,-I must refer it back to the Master to review his report, proceeding, as it does, upon the foundation that he never became a shareholder,-a view which the effect of the evidence on my mind prevents me from taking. The evidence may be added to in the Master's office. The case may assume a different aspect, or it may be shewn, that, though once liable, he has ceased to be so: that may be. At present, all I have to decide is, whether, upon the particular question that I have mentioned, the evidence satisfies my mind that he became a shareholder. I must say that it does. The order will simply be, to refer it back to the Master, to review his certificate as far as regards Mr. Walters. 1850. In re THE VALE OF SOUTH WALES NEATH AND BREWERY Co. WALTERS' CASE. WHITE'S CASE. THIS was a motion on the part of the official manager of the above Company, by way of appeal from the decision of the Master, whereby the name of the respondent, Mr. William Marriott White, was included in the list of contributories of the Company, in right of his wife Mary White, a member or contributory in respect of seventytwo shares, with the following qualification, viz. that the appellant was only liable in respect of debts and losses (if any) up to the 11th day of April, 1842; and the motion sought that the respondent's name might be included in to sell their wives' shares, and, on refusal or neglect so to do, were to forfeit the shares for the benefit of the Company. The deed also provided, that if the husband of a female proprietor did not obtain the approbation of the directors to be admitted a proprietor, the directors might, and were required on the application of the husband to, purchase for the Company the shares from him, at the market price, or such price as they should consider reasonable. The husband of a female shareholder attended a meeting and proposed resolutions thereat. He afterwards applied to the direc tors to be relieved from his wife's shares, and the directors agreed to purchase them, on the husband making an advance to the Company, and taking debentures for the price of the shares, and for the advance. The sale was completed on these terms, within six months after the marriage:-Held, that the transaction was valid, and that the insertion of the husband's name on the list of contributories to the Company, was properly qualified by restricting his liability to a period preceding the sale. 1850. In re THE VALE OF NEATH AND the list as a contributory in his own right in respect of the seventy-two shares, without qualification. The material clauses of the deed of settlement were the SOUTH WALES following:- WHITE'S CASE. "38. Husbands of female proprietors, executors, administrators, or legatees may, with the approbation of the directors, to be manifested as hereinafter mentioned, but not otherwise, be admitted and become proprietors of the Company in respect of the shares which belonged to or were claimed by them as such; but husbands, executors, administrators, or legatees who do not apply for or obtain the approbation of the directors to be admitted proprietors, and also all guardians, committees, or assignees upon bankruptcy, insolvency, or otherwise, shall within six calendar months after becoming entitled to the shares belonging to or claimed by them respectively in such characters, sell and dispose of the same, and on refusal or neglect so to do, shall forfeit the said shares for the benefit of the other proprietors of the Company. Every purchaser or transferree of a share or shares, and every husband, administrator, and legatee, who shall have obtained the approbation of the directors to be admitted a proprietor in respect of the share or shares belonging or claimed by him or her as such, shall, unless already a proprietor in respect of some other share or shares, execute this indenture or some deed of accession thereto, binding himself or herself to conform, to observe, and abide by all stipulations, regulations, and provisions, for the time being affecting or intending to affect the proprietors of shares in the capital and property of the Company; and no purchaser, transferree, husband, executor, administrator, or legatee, unless already a proprietor, shall become a proprietor, or, before executing this indenture or some deed of accession thereto, be entitled in any manner or respect whatever to any of the rights, |