1851.-Bright's Case.

bill. But I do not think it would. The bill contains no statement as to the nature or amount of the bill, nor any averment that a bill has been delivered, or that payment of it has been demanded and refused. I think this was essential. It would be very oppressive, on the defendants, to hold them liable for a bill of costs which has never been delivered; and, therefore, even independent of the statute which requires the delivering of a signed bill, I should not have sustained the plaintiff's bill on this ground.

The defendant's counsel having said that they would take a case for the opinion of the judges of the Court of Queen's Bench,

His lordship said that, that being so, he should not do, what he should otherwise have done, namely, overrule the demurrer, but should suspend his order upon it until he got the opinion of the court of law.

*IN THE WINDING-UP OF THE DIRECT BIRMINGHAM, [*602] OXFORD, READING AND BRIGHTON RAILWAY COM

PANY.

BRIGHT'S CASE.

Joint-stock Companies' Winding-up Acts.-Contributory.

1851: 3d July.

A. had been a member of the provisional committee and had accepted shares in a company which was ordered to be wound up. The Master placed A.'s name on the list as a contributory to the expenses of the committee incurred between the 14th October, 1845, the day on which he accepted his shares, and the 30th of November, 1845, on or before which day the company ought, according to the standing orders, to have deposited their plans, &c., in order to obtain an act of incorporation in the then next session. But they did not do so; nor did they, after that day, take any steps towards the establishment of the company.

Held, that A. was liable to contribute to the expenses incurred between the 14th of

1851.-Bright's Case.

October and 30th November, 1845, both inclusive; but was not liable to contribute to the expenses incurred before the former day or after the latter.

MR. BRIGHT had been a member of the provisional committee and had accepted shares in the above-mentioned provisionally registered company; and, therefore, according to the decision of the House of Lords in Upfill's case, (a) he was liable to pay his ratable proportion of the necessary expenses of the committee incurred in preparing to launch the common concern. According to the standing orders of Parliament, the company, in order to obtain an act of incorporation in the then next session, ought to have deposited their plans, sections and books of reference, on or before the 30th of November, 1845; but they did not do so; nor did they take any steps, after that day, towards the establishment of the company.

[*603]

*Under those circumstances, the Master charged with the winding-up of the company, considered that the expenses of preparing to launch the concern, were those which were incurred up to and inclusive of, but not subsequently to the 30th of November, 1845; and he placed Mr. Bright's name on the list as a contributory to the expenses incurred between the 14th of October, 1845, when Mr. Bright accepted his shares, and the 30th of November, 1845, both inclusive.

Both the official manager and Mr. Bright were dissatisfied with what the Master had done, and a motion was now made, on be. half of the official manager, that the Master's report, so far as it declared that Bright was liable to pay his ratable proportion of the expenses of preparing to launch the concern incurred between the 14th of October and the 30th of November, 1845, both inclusive, might be reversed; and that it might be declared that Bright was liable to pay not only a ratable proportion of the expenses incurred between those days, but also a ratable proportion of the expenses incurred before the 14th of October and after the 30th of November, 1845, down to the final abandon

(a) 2 House of Lords Cases, 674.

1851.-Ex parte Phillipps.

ment of the company. At the same time a motion was made, on behalf of Mr. Bright, that an order for a call of 10l. per share which the Master had made on certain of the contributories including Mr. Bright, might be discharged, on the ground that Mr. Bright had never authorized the incurring of any of the expenses of the company.

Mr. Bethell and Mr. Roxburgh appeared for the official manager.

Mr. Cooper and Mr. Morris for Mr. Bright.

*The VICE-CHANCELLOR said that the Master had [*604] rightly considered the 30th of November, 1845, as the day up to and inclusive of which the committee were preparing to launch the common concern, and had rightly held, according at least to the decision in Upfill's case, that Mr. Bright was liable to contribute to the expenses incurred between the 14th October and the 30th November, 1845, both inclusive, but was not liable to contribute to the expenses incurred prior to the former or subsequently to the latter day: and he refused both the motions. with costs.(a)

(a) Both parties have appealed to the House of Lords.

*IN THE MATTER OF THE WINDING-UP ACTS AND [*605] OF THE CHESTER AND MANCHESTER DIRECT RAIL

WAY COMPANY.

EX PARTE PHILLIPPS.

Joint-stock Companies' Winding-up Acts.

1851: 13th and 16th June.

Winding-up order refused, on the ground (amongst others) that a suit was pending

for the same purpose.

1851.-Ex parte Phillipps.

THIS was a petition presented by H. Phillipps, a solicitor in London.

It stated that the Chester and Manchester Direct Railway Company was projected and provisionally registered in 1845: that the capital was to be 1,000,000l., and was to be divided into 50,000 shares of 201. each: that the petitioner and various other persons applied for shares, and the number so applied for greatly exceeded 50,000: that, on the 1st of September, 1845, when the time for receiving applications for shares expired, the provisional committee resolved that only 30,000 should be allotted to the applicants, and that the remaining 20,000 should be reserved for future allotment either to themselves or to such other persons as they might, thereafter, think fit; and that every member of the committee should, at any time, be entitled to receive an allotment of 500 shares out of the 20,000 reserved; but the committee gave no notice of that resolution to the petitioner or to any of the other applicants for shares: that, in pursuance of that resolution, the committee allotted 30,000 shares to several of the applicants, and, amongst them, 500 to the petitioner: that, on the 15th of October, 1845, the committee allotted 100

shares to every member of their own body, and such [*606] allotment *was accepted by the greater number of them; but some declined it; and that it was alleged, by the members of the committee, that they never exercised their option of taking 500 shares, and that they were not, for the purpose of the distribution of the assets of the company as thereinafter mentioned, to be considered as members of the company for more than the shares actually accepted by them: that, subsequently, some other shares were allotted to other persons; and the whole number allotted was 34,140, of which 33,028 were accepted; but the remaining 15,860 were left unallotted, though the whole 50,000 had been applied for: that the committee did not inform the petitioner or the other allottees, that so large a number of shares remained unallotted; but, on the contrary, published two advertisements in The Times, one on the 10th of September, 1845, stating that the committee of management had completed the allotment of shares, and the other on the

1851.-Ex parte Phillipps.

25th of the same month, stating that the shares had been allotted and all deposits duly paid: that the petitioner, besides the shares allotted to him, purchased 720 from the proprietors thereof.

The petition further alleged that the bill for making the railway was thrown out,, owing to the standing orders of the House of Commons not having been fully complied with; and, thereupon, the directors resolved to dissolve and wind up the company; and, on the 7th of April, 1846, the committee of management informed the petitioner and the other shareholders that, in consequence of their not having been able to comply with the Standing Orders, they were proceeding to ascertain the liabilities of the company, with a view of informing the shareholders of the amount expended; and that they trusted that, within a month, they should be enabled to give the *shareholders an accurate statement and take their opin- [*607] ion as to the future course of proceeding: that the directors convened a meeting of the shareholders, which was held on the 8th of May, 1846, and a report, prepared by the directors, was read at the meeting, and by it the directors informed the hareholders, for the first time, that only 34,140 shares had been allotted, and they stated that, after deducting, from the sums paid in respect of deposits, the amount already expended and the probable amount of the liabilities of the company, they es timated that they had funds in hand, available for the benefit of the shareholders, to the amount of about 17. 1s. 6d. per share: that the meeting resolved that the report should be received and the undertaking be dissolved and wound up: that neither the petitioner, nor J. Lamert nor J. G. Frith, (a) thereinafter mentioned, was present at the meeting, or, in any way, sanctioned its proceedings: but a copy of the report and resolution was afterwards sent to the petitioner and the other shareholders: that, on the 30th of June, 1846, the directors informed the petitioner and the other shareholders that, at a conference between the committee

(a) These two gentlemen were clients of the petitioner and shareholders in the company.