1850 and 1851.-Goodall v. Little. and carried on without any fraud or collusion whatever: and, in answer to the usual interrogatory as to their possession of papers and documents, they say that they have in their possession the particulars mentioned in the second schedule to this their answer annexed, and which particulars relate to the matters [*161] in the bill mentioned, but they deny that, by the said particulars or any of them, the truth of the matters in the said bill stated and charged, or any of them, would appear to be otherwise than as herein stated; and they submit that they ought not to be ordered to produce. the said particulars or any of them: and they submit, in addition, that the letters mentioned in the second part of the said second schedule, ought not to be produced in this or any other suit; inasmuch as they are all letters written either pending or in contemplation of the litigation in this suit, with reference to the matters in this suit brought into controversy, and are all letters written either to this defendant, William Little, from his solicitors, or from the said Mr. Ashley, as such attorney as aforesaid, to Messrs. Oliverson and Co. as solicitors of this other defendant, Archibald Little, or from the said James Little to this defendant, William Little, for the purpose of being communicated to the said solicitors of this defendant, William Little, with a view to the defence of this defendant, William Little, in this litigation. Mr. Bethell moved, on this answer, for the production of all the letters and documents mentioned in the schedule. The motion was resisted on two grounds: First, because the plaintiffs' title was denied; and, secondly, because the documents in question were within the ordinary rule of privileged communications. With respect to the first objection, I am clearly of opinion it is entitled to no weight. The plaintiffs assert a title which the defendants deny. The defendants admit that they have, in their possession, documents relating to the matters in the bill mentioned. Some of the matters in the bill mentioned are the facts: from which the plaintiffs show, or allege they show a [*162] title. The documents *in question relate, or, for any 1850 and 1851.-Goodall v. Little. thing that appears in the answer, may relate to those very facts. The defendants, it is true, say that the documents would not show the facts to be as the plaintiffs allege them to be. But that is the very point in issue. The documents relate to the point. What is the true result of them is the matter to be decided. It may be true, as stated by the answer, that, by the documents, that is by them alone, the truth of the plaintiffs' case would not appear. But they may form material links in the chain of proof; and, at all events, as it is admitted that they relate to the matters in dispute, the plaintiffs, unless there be some other objection, are entitled to see them in order to form their own opinion as to whether they do or do not make out, or help to make out their title. On the other question, that is, whether the defendants are entitled to withhold production on the ground of the documents being privileged, I shall act on the doctrine laid down by Lord Lyndhurst in Hughes v. Biddulph.(a) There, in answer to a motion for production of documents, an affidavit was made, by the defendant, that many of the papers and letters were communica. tions which had passed between her and her country solicitor, Mr. Douglas, or her town solicitor, Mr. Williams, or between Mr. Douglas and Mr. Williams. Upon a motion for produc tion, Lord Lyndhurst stated his opinion to be that confidential communications between the defendant and her solicitor or between the country solicitor and the town solicitor, made, in their relation of client and solicitor, either during the cause or with reference to it, though previous to its commencement, ought to be protected: and, accordingly, he made *an order for production of all except such as the de- [*163] fendant should, by affidavit, bring within such exception. Now, in order to apply the rule so laid down to the pres ent case, it is to be observed that, here, the letters were all writtea either pending or in contemplation of the litigation in this suit, and with reference to the matters brought into controversy in this suit. This, clearly, brings them within the rule of privi (a) 4 Russ. 190: and 4 Eng. Ch. R., part 1, 191, Am. Ed. 1850 and 1851.-Goodall v. Little. lege, so far as their subject-matter is concerned: and then the only question is whether they passed between parties and under circumstances to which the privilege is applicable. And, in order to decide this, it is necessary to class them. First, there are letters to the defendant, William, from his solicitor: secondly, letters from Ashley, the attorney in the Lord Mayor's Court, to Oliverson and Co., the solicitors of Archibald: and, thirdly, there are letters from James, who was in the island of Teneriffe, to William, written for the purpose of their being communicated to the solicitor of the defendant, William, with a view to his defence. With respect to the two last classes, there is no difficulty. The second class is, certainly, protected. If letters between the town and country solicitors are protected, so also must letters passing between the solicitor and an attorney acting within a local jurisdiction, such as is the Lord Mayor's Court, and employed, for that purpose, by the solicitor: there is no distinction, in principle, between the two cases. It is equally clear that the third class is not protected. The letters in that class are letters from one co-defendant to another; and it is quite unimportant that they were written with a view to enable the party to whom they were addressed, to consult his solicitor upon them. That which might pass, between William and his solicitor, on the subject of those letters, would be protected. But there is no pro[164] tection as to letters passing *between parties themselves, or from a stranger to a party, merely because such letters may have been written in order to enable the person to whom they are sent, to communicate them, in professional confidence, to his solicitor. This case is clearly distinguishable from Steele v. Stewart ;(a) where Lord Lyndhurst held that letters sent from India to the defendant, in order to be laid before his solicitors, were protected. That decision proceeded on the ground that the person who wrote the letters, was an agent of the solicitors, sent out to procure evidence; and his letters were, therefore, in the same position as letters from the solicitors themselves would have been in. (a) 1 Phill. 471; and 19 Eng. Ch. R. 471, Am. Ed 1850 and 1851.-Sherwood Loan Company. With respect to the letters in the first class, that is, letters writ ten to William from his solicitors, they are protected if written by them merely in their character of solicitors. The answer does not, in terms, state this to have been the case; though I cannot but suppose that that is what was intended to be expressed: and, therefore, as to the letters to William from his solicitors, I shall follow the course adopted, by Lord Lyndhurst, in Hughes v. Biddulph; that is, I shall order the production of them except such as the defendant, William Little, shall state, on his oath, to have been written to him by his solicitors merely as his solicitors. *IN THE MATTER OF THE JOINT-STOCK COMPANIES' [*165] WINDING-UP ACTS, AND OF THE SHERWOOD LOAN-COMPANY, EX PARTE JAMES SMITH. Joint-Stock Companies' Winding-Up Acts.-Loan Society. 1850: 10th December; and 1851 11th January. A loan society held to be within the Winding-up Act, 1849. THE Sherwood Loan Company was formed in September, 1843, by the petitioner and more than fifty other persons, for the purpose of raising 20,000l., or thereabouts, with the intention of afterwards lending the same, to some of the other parties, at interest at 51. per cent. per annum, under certain rules and regulations, (a) which prescribed (amongst other things) that the company should hold monthly meetings: that six persons, whose names were mentioned, should be a committee and meet, on a certain day after every meeting of the company, to conduct the business of the company which should not be transacted at the general meetings, and should approve or disapprove of the sure (a) These rules and regulations, as will be scen on perusing them, were not very intelligible. 1850 and 1851.-Sherwood Loan Company. ties or securities proposed, by the members of the company, for securing the money which should have been allotted to them, on loan, out of the fund or stock of the company, and should appoint two members of the company to be trustees, in whose names, or in the names of such other persons as the committee should appoint, all mortgages or securities to the company were to be taken that the committee should also appoint a treasurer and a secretary; the former of whom was to receive all [*166] monthly and *other payments contributed by the mem bers, and dispose of and apply the same as the committee should direct; and the latter was to attend the meetings of the company and committee, and record their resolutions and transactions, and keep accounts of the monthly subscriptions and other payments to be made by members of the society, and of all moneys received from any of the members or on their account, at the meetings of the society or otherwise, and of all payments of loans, advances or allotments of money, from the fund or stock of the society, to the members, and of all other payments and outgoings; and to report, to the committee, whenever any member should be three months in arrear in his payments to the society. That every member of the society, his executors or administrators, should pay, to the treasurer, at every monthly meeting, eight shillings upon every 40l. to which he should subscribe; and, when he should have an allotment of money, upon loan, from the fund or stock of the society, he should also pay the additional subscriptions he should agree to give for the preference of having such loan, by monthly instalments of eight shillings upon every 40%. so advanced or allotted to him until the whole of such instalment-subscription(a) should be paid, together with interest for such loan or sum so advanced, after the rate of 51. per cent. per annum. That every member who should neglect to pay, within the first hour of meeting, his monthly subscription, additional subscription, interest or other payments due from him to the society, should pay the same, to the treasurer, at the next monthly meeting, together with ten shillings per month for every twenty shillings left unpaid, and so on in proportion; all arrears (a) Sic. |