The Express.
London, England, 1862-06-09 00:00:00

LAW INTELLIGENCE
Craig DAY.)

COURT OF BANKRUPTCY.
(Baton Mr. Coramiatioser Goulburn.)
IN NZ THE OIMAT NORTEMILY AND MIDLAND COAL CON-
PANT (LINITID). —LIA BILL fT OF Dnuccroas.
. .

-
At the hut sitting in this case, which was one for settling
the list of contributories, the question was raised whether
the seven directors of the company should not each be held
liable for 100 shares (though they had only signed the
memorandum of association for 21 shares each, the articles
stating that no shareholders should be entitled to act as
directors unless they were holders of 100 shares.
His Honour now gave judgment. He said the case was
one of much importance, as the point had been the
subject of considerable discussion in the courta of equity, and
the two Lords Justices had differed upon it f A short state-
ment of the way in which this company had been formed and
bow it had mine before the court, would not be without
user as showing the extreme facility and credulity with
which persons feat themselves to schemes of this deacrip-
tioa, and which was son gat as to be scarcely credible, when
the facts came to be calmly and dispassionately considered.
The whole of the transaction was connected with the pro-
ceedings of a man named Butcher. He, like many other
adventurers, bad gone into the coal trade, and had long
since become acquainted with that court. He had been
thrice bankrupt ; the first bankruptcy was superseded on his
agreeing to pay 9cl. in the pound. He was again bankrupt as
a coal merchant in 1655, owing a large amount of debt. and
out of that bankruptcy he emerged with considerable dia-
gram and discredit, for his certificate was suspended for •
long period, and protection withheld, on the ground of eon-
tracting debta by fraud. Nothing daunted by this second
failure, be had again begun Mutineer as • cost
merchant, with considerable show and display. It was
most surer slog to find that the seven gentlemen who bad
promoted this company, who were men of good seams and
talent io their ordinary concerns, should have been induced
to believe that they were going to make their fortunes
by purchasing the business of this man who had very re-
cently emerged from this court. They actually agreed to
give 8,000/. for this valuable business ; 3,0001. was to be paid
dem, and the rest was to be in paid-up shares of the
Company. Inasmuch as the directors were unable to pay more
than 5004, Butcher continued in possession and bad entire
control of everything, stipulating that he should have 61. •
week for management, and that the bushiest should be
made over to the company when the balance of the pur-
chase.money was paid. Saab wee the agreement entered
into by seven most respectable gentlemen who in their own
concerns were no doubt wise and considerate
enough. They soon found out their mistake, end
tried to rescind the agreement. Botcher got out of them
altogether 1,4804 He then came to the court under the
arrangement clauses of the old act, but the matter was
turned into bankruptcy; he only brought 1501. into the
court, and it was doubtful whether there would be a far-
thing for his creditors. Steps were then taken for winding
up the company; and it was found that they had
• balance of 181. at their banker's ; but of this
they could not avail themselves, for it bad
been attached by some of the creditors ; so they were in
fact penniless. The whole of these transactions had taken
place within about a year and a half. The question now
was who were to be 000tributoriet. These seven gentlemen,
the directors, admitted themselves to be liable in respect
of twenty-one shares each ; for in the memorandum of
association they declared themselves liable for the
number of shares set opposite their respective names.
It was clear that a subscriber to the memorandum of amo-
elation was a shareholder in the company, and as such •
contributory. On the next point the court had had great
difficulty. With regard to the 79 shams, making up the 100,
it was contended that these men were to be taken to have
accepted 100 shares, because the articles of association
provided that directors should bold that number of
shares at lout. This argument had weighed so strongly
with the Master of the Rolls that he had acted upon it in
Lord Abe corn's case, which was not near so Aeon, a case
as this. There the marquis had consented to let his name
be used as a director, but he had never attended
a meeting, and knew nothing of what was going for-
ward. It was true he was entered as • holder of
stock for 5001., and on the other side for • loan
of 5001. This was • totally different case. The directors
had full knowledge of the liabilities they incurred ' • they
had acted throughout, and had received fees for so doing.
Still the question came back—how could it be said that
these men had held or accepted 1001. shares unless by impli-
cation, and by having held the office of director. He could
not bring himself to say that they had dose so.
Lord Justice Tamer had said in Lad Aberoora's ease,
that if he were held liable for the stook which stood in his
name be never could get rid of his liability, for there was
nothing to transfer; he could not transfer whet did act
exist. The case was the same here ; if the directors had
wished to transfer their shares they could not have
done so, for there was nothing to transfer. The court
would have been glad, seeing the way in which they
had acted, to have fixed them for the full amount;
but under the circumstances the act would not sanction their
being placed on the list for more than 21 shares, the number
for which they had signed the memorandum of association.
Thee it was said that Mr. Butcher, whams business the com-
pany had taken, giving him 3,000 shame, had made • pre-
sent to five of the directors of 100 paid-up shares
each. It was cleat that those persons must be
made contributories in respect of those shares.
W hen the call came to be made it would be
matter of argument whether they could be made to pay the
call or not Is the cases of the Unadulterated Food Com-
pany and Ex parto
Jones (law 7), it had been held
that holders of so-called paid-up shares were contributo-
ries. In this case if the directors were concerned in
OT participated in the prolita of any contract of the
company they were to be disqualified. There could be
no doubt that it was • corrupt arrangement and a breech
of trust to take those 100 shares from Butcher. Those
five persons would therefore be placed on the list for 121
shares. The seven directors had further agreed to allot
themselves cartaiu fees for attendance. There was nothing
whatever in the articles of association or the resolutions of
the company to authorise this. There being no money to
pay them they had taken to themselves so many
Paid-up shares ; and for those shares they must
be put on the list of contributories. The result
would be that five of the directors would be put on for 121
share, each, and the other two for 21 each, and the shares
they had taken as fees. Mr. Hayes. who had not signed the
memorandum of association, would only be placed on the
list in respect of the two shares which he had taken as fees
Mr. Roxburgh asked the court to fix a day for making •
call; and the 12th of July was appointed for that purpose.

MIDDLESEX SESSIONS.
(THIS DAY.)

The Jape general sessions of the peace for the county of
Middlesex commenced this morning at the Sessions-house,
elarkenwell-green, before Mr. Bodkin, assistant-judge, and
a beach of magistrates, amongst whom were Dr. Bateman,
Mr. Harwood, Mr. Parnell, Mr. Bird, Sir G. Hodgkinson,
Mr. Glossop, Mr. Sambrooke, Mr. Goodhart? Mr. Mepp, &e..
The calendar contains the names of 87 commit-
ted for trial, of whom 77 were charged felony and 10
with misdemeanour. The state of education of the pri-
soners was as follows : -(An neither reed nor write, 18 ;
ran read, 7; can read and write but imperfectly, 58 ; reed
and writ, well, 4.

Mr. 13odkin briefly addressed the grand jury, explaining
to them that they would have merely to ascertain whether
there was a sufficient prima facie case of suspicion to justify
them in sending the prisoners committed to take their trial
before another jury, when all the facto of their respective
cases would be fully inquired into.
The grand jury then retired to their room, and shortly
afterwards they returned and presented some true bills, and
the trials proceeded.

THE POLICE COURTS.
(THIS DAY.)

CLERK&NWELL.
BEAN 110112011 AGETTS.—CAUTION TO TOIUGGICIRS.
A respectably-attired young man, who gave the name of
Bow Taudinitz, a German, residing at 60, Gopstall.street,
Horton, was charged before Mr. D.Brooourt with stealing
from 3, De Beauvoir-square, a gold hog, a musical instru-
ment, and other articles of the value of 401., the property of
Mdlle. Frederic Kiss, a musical performer.
Some difficulty existed as to the state of the charge, both
complainant and prisoner beirg Germans.
Police-constable Devitt, 92 N, said—About eight day. ago
the pe eecutrix came from Germany, and on arriving at St.
Katherine's Docks she was accosted by the prisoner and
his brother, who represented themselves as German agents.
The prisoner told her, as was his custom to visitors, that she
must not loiter, and offered to become ber agent, and obtain
lodgings for her and her servant. The offer was accepted,
and prosecutriz and her servant oocapied one room at an
hotel, and the prisoner another. He conducted the prose.
cutrix about tows, returning with her at night. The pri-
sonar at length made oat a bill for servmea as did also hie
brother, who made a charge of :is. a day. The promentaix
ref usedto pay both. The brother then met the proaecutrix's
servant in the street with a valuable musical instrument,
which he took away from her, and prisoner also took a box
from the lodgings, with the articles mentioned in the
charge-sheet, to his brother's house at Hostas. The
prosecutrix was subsequently passing through the City-
road, when she was insulted by the prisoner and his
brother, when she called on a chemist, a German, residing
on the spot, tofassist her. He did so ; and prisoner's bro-
ther was taken to the station-house in a cab. Nothing
could then be mule of the case; but on going to the
lodgings of the primmer's brother, the musical instrument
was then found, and also the property forming the present
charge. The promentria is a lady of musical ability, and
came to England for a musical engagement, and for the in.
troduction of her new instrument

The prisos;ellinOtTleiyiiiFtthe articles were in his
Rriris, but said he had takes them in lieu of payment.
ornplaioant bad a sew musical instrument which she
wished to introduce to the concocts of London ; but as she
couid not speak English, she had promised him half the
prooei...ds if he would introduce her to the malingers of the
London concerts.