The Express.
London, England, 1853-02-12 00:00:00

t mai Tam Murat or Tit Rous.

His Honour gave judgment in this case, which was
beard several weeks ago. Ile said it was a suit instituted
by the York and North Midland Railway ageinst the de-
fend int, to make him account for the price of certain
'hares disposed of by him, or by his order, during a period
of about fifteen months, namely, from October, 1815, to
January, ISIS. The York "ad North Malawi Railway
had bail incorporated by statute in the year 1836. From
the time of its original formation the defend:me had been
the chairman of the company, and it was the common case
loth of the plaintiffs and of the defendant that ho pos-
sessed and exerted an unusual degree of influence in the
management of the concern. He gave orders of his own
sole authority, and he even delegated persons to givo orders.
These orders seem never to have been disputed, and
be exercised an uncontrolled authority in the conduct
of the company, inasmuch as the other directors
seem rarely to have ititerftred, or, when they
did, to have acted only at his instance, and to
give effect to his directions. In some sewn., therefore, he
might be said to have constituted by himself the board of
directors. The company appeared to have prospered, in
public eatirnotion at least, under this management. In
1841, if not earlier. a project had heed devised to extend the
operations of the York and North Midland Railway by the
Nrsootian of throe lines, the first from York to Besrrley,
the second from York to Leeds, and the third was to extent
from the Whitby and Pickering Railway toCastloford. At
a meeting cf the company in January, 184 G, after the half-
yearly report had been adopted, the defendant proposed
this scheme to the shareholders, and obtained their sanction
and authority to apply to parliament for power to make
these a Iditional lines and to raise the capita. The amount
to he raised and the way in which it was to be raised were
embodied in a resolution which stated that an additional
capital of • million and n quarter should be raised by
20,0c0 shares of 281. each, to be called the East
and West Riding Extension shares, and they were to be
allotted to every person holding shares in the York and
North Midland Railway is the proportion of one extension
share to et, ry share of 50/., and is evert two shares of 251.
This disposition would exhaust 37,0.50 of the extension
shares, and the remainder, 12,0:10, were to be left "at the
deposal of the directors." The relief sought in this cape
related to the proceeds of a portion of these shares so left
to the disposal of the directors. The acts authorising these
extensions passed in oho session of 1846, without much
diflieultv, which, as the defendant alleged, and as he had
SO doubt correctly, was owing mainly to the exertions
which he had made both before and after the meeting of
January, 1816, to obviate and destroy opposition. The
87.9.30 shares, subject to a slight deduction of 20 shams,
sebbli it was not material to dwell upon, were ',portioned
rift the shareholders of the York and North Midland
Neaspany, in the manner stated in the resolution, and were
set against their names in the register book, and the de-
fendant in this company took his proper share. The re-
maining 12,050 shares were entered in the register book is
the name of the defendant, not where his name stood in the
alphabetical list, but at the end of the register. The di-
rectors, as a body, had not sanctioned any disposal of these
shares, and, accordingly, no account or entry was to be
found in the record of the proceedings of the directors re-
biting to them. They seemed, however, to have been thus
disposed of. About 1,800 were applied in a which,
although it did not appear to have been productive of benefit
I. the company, was not complained of. 4,991 remained tin-
ned, with reference to the remainder of these
=lll somewhat exceeding 5,000 in number, this hill
that in the months of October, November, and De-
-1846, and January, 1847, the defendant caused a
member of them to be issued and transferred to the names
of wirions persons who were his nominees, and that be
sawed them to he sold by brokers at the Stock Exchange
alt premiums of 'various amounts, varying from 181. to 101.
• share, though in certain eases it appeared the pre-
mium was somewhat less. He did not think it ne-
kg purpose of explaining the grounds
elf <tis asehioa, to go into details of these
Tabu nnetions. He thought it sufficient to state that
it-- to him established by evidence that upwards of
•• . •

appeared •
6,000 shares were so disposed~of, of, and that in the great
majority of instances it was proved that the money
was paid to defendant's bankers to his account
or to his order. The plaintiffs admitted that they
had received what was payable in respect of the
calls, but they contended that this was not the
whole of their rights, and that they were entitled to call en
the defendant to pay the premiums be had received. If the
ease rested only on these facto, consistently with the rules
et equity applicable to this case there could be no question
as to the decree to he made. if these shares were the pro-
perty of the defendant he was entitled to make what profit
be could fur his own private advantage. If on the
ether hand they were the property of the company,
he was bound to &meat for them to the company.
He was of opinion that, so far as regarded the East
and West Riding Extension shares, the defence set up by
the defendant failed, and that he must account to the
plaintiffs for the profits derived by bins from his disposal of
those shares. He had now to consider the case of the Hull
and Selby shard. lu July, ISA: an act was passed which
authorised the York and North Midland Company to par-
ches@ the Hull and Selby Railway, and also to raise addi-
tional capital, not ezeinding two million', by the creation
of new shares, as might be determined at any future
gene al meeting. In October, 1816, the York and North
Miiliand Company, at a meeting specially convened for
that purpose. came to a resolution to purchase the Hull
and Selby Railway, and to raise the neediery capital by'
the createoa of 62,450 shares, which were to to issued in
the following manner:—Each shareholder of the York and
North Midland Railway was to have one share for each
SOL, and one for every two 111. York and North Midland
shares. The number of shares required for this purpose
was 58,014. leaving a balance of 4,936 unappropriated in
the hands of the company. The bill complained that many
of OM shares were sold by the defendant for his own pun
pesos; and according to the evidence it appeared that
,1112! shares were from time to time allotted to various
persons, who were mere nominees of the defendant ; that
they were sold by broken for various sums, but always at
a premium ; and that the profits had been paid to the de-
fendant's hankers for his use. The question was, whether
the defendant was bound to account for the profits so
sada. After the observations he had made with regard to
the East and West Riding Extension+, he had very little
Indeed to say on this question, which was governed by the
principles he had already stated to be applicable to the
extension shares. The result was, that in his opinion the
plaintiffs were entitled to an account on both branches of
the complaint. His lloncur then proceeded to state the
terms in which the decree should be draws up, to the effect
that defendant must account fur the profits derived by him
by the Capital of• the shares, and that in taking the ac-
cessible is to be charged with 5 per cent. interest on the
sums so received by hem from the time they were received;
and to have credit for all sums paid by him to or for the
use of the company in respect of such sharer. lie
had given ir.tarest at 5 per cent., because in
his opinion the defendant was a trustee deriving
a profit from his ceatui qua trusts. The form
in which he had ordered the account, would render it un-
necessary to give any dinctions as to the interest on calls in
respect of these shares, but which were not paid for some
time after the period at which they became due. He was
also of opinion he could not charge the defendant with the
value in the market of any shares at the time of the issue
which did not appear to have been actually sold. If it
should appear, in taking the account, that shares hail been
sold which had not yet been discovered, it would be just to
charge him with the average price from the day they were
issued to the day on which they were sold; but if it should
appear that the defendant received no profit from them he
was of opinion he could not fix him with them. To do so
would be inconsistent with his decision, which was to fix
the defendant with, and to make him account far, all the
profits actually received by him, or by his order or for his
use, from the sole of shares issued by him. As the suit had
been caused by the conduct of the defendant he must pay
the costs up to and including tie., hearing, but the remain-
ing Coen would depend on the result of the account.
Sir F. Kelly said it might turn oat in taking the account
that some of the shares had been sold at a loss. Ile had
not been able to collect from his Honour's obeenations how
those were to be dealt with.

The Master of the Rolls replied that he had no evidence
of any such shares.
Sir F. Kelly said therefore he was fir from complaining
that they had not been 'Livened to. It might turn out, in
taking the account, that out of 1,000 shares MO were sold
at a preeniain of 101., and the remaining LOO were cold at •
loss of di. If his Maumee decree would point cut haw
the items were to be dealt sit hu was satisfied. It it re-
quired any rpecial directions it would lie fur his lluuour
to give those di: cetions before the decree was made, or to
reserve them, treating facts and circumstances as they
might appear to require.
The Mister of the Rolls said he could only deal with the
facts as they appeared in evidence before him. If in taking
the accounts anything material t,r be noticA occurred ho
should consider it fully in the nature of a special inquiry,
but he shauld say flowing respecting it in the present form
of the decree. _

Sir F. Kelly—l beliess it is part of the bill that a lien
should be declared on the real estate. Does your honour
declare that?

The Master of the Roll4—No, I will tint do that. I ex.
pressly stated in the other sus that there was no case tor
that.

air F. Kelly—The bill on that point, thcn, will be dis-
missed ?
. _

The Muter of the Rolls—Yes.
The Solicitor-Gcneral said many of the shareswere dis-
posed of, made away with, or sold by the defendant, and
they were not accounted fur. Could his Honour give any
directions sto them?

The Master of the Hulls said that was the point Sir Fits-
roy Keay mentioned. Oa that p•nnt he shvald be happy to
hear counsel on settling the minutes.

.C114:4C11.1.01t PIA Wr. Noll WOOD.
UICKo V. SALLIIT.

This else, which traiairearlyoccu:ie the court during
the irrlater partiun of two days, came on again, and :a-ted
the whole day ; and at the conclusion the court took t.mis
to consider its judgment.
The Tunica was whether, under the will at Mn.

Barker, a devise of " the manor of Winton," on certain
trusts under which the plaintiff claimed, would pass certain
portions of land co yhold of the manor, which had been
purchased during the life of Mrs. Barker, but were not
specifically mentioned in the wiil, or whether those copy-
holds passed under the residuary clause of the same will,
utyler which the defendant claimed. The arguments were
purely technical. .
' Mr. Rolt, Mr. Follett, and Mr. Selwyn for the plaintiff.
Mr. MalinsandMr.Toller for the defendant &Hitt.

Mr. Body, Mr. Itswlinson, and Mr. Shelfurd, for other
(khodsut., who were charged with breaches of trust in
selling the property in question.

ADMIRALTY COURT.--YENTERDAL
H. roam Da. LWANnteioN.
THE RECOVERY.—SALVAOI.

This was a suit to recover a sum due to the crew of the
Jane, fur salvage services performed to the Recovery. The
services consisted in towing the latter vessel, which had
been diimuted, 48 hours; the wind was fair, and there was
no risk alleged. The value of the Recovery, her cargo and
freight, was 1,1001.
Dr. Addams (who was prevented from sttcndiog by a
domestic affliction) was retained, with Dr. Twins, for the
ulcun ; Drs. simmer and Swoby fur the owntrs.
The court (e ithout hearing any arguments) awarded 2001
BLOOMSBURY COUNTY COURT.--YESTERDAY.
DAVIES r. THE VMS' KKKK N AND DIRECTORS Or Sr.

PANCRAS.

In this ease the plaintiff sought to recover the sum of
16/.los. under the following circumstances :
On the let of September, 1852, plaintiff entered into an
agreement with tie vestrymen of St. Pancras to act as
superintendent of he lunatic ward at 261. a year, with
board and spent:mien. lie entered on his duties on the
20th of the same month, but there was no apartment ready
fur him, and he was forced to sleep and keep his trunk
among his patients. He continued to perform his duties
till the 20th of the following month, wken, in consequence
of the directors not having fulfilled their contract, he re-
signed. Subsequently be was induced to withdraw his
resignation, and from that time he had no comfort. Provi-
sions were very indifferently supplied, and to was forced
to purchase many articles, including vegttables, flour, meat,
and the like. In consequence of the want of a proper
apartment, one of the lunatics had got possession of and
destro)•ed an article of dress worth 9e. He bad also lent a
flannel shirt to one of the patients, who was in a dying
state ; this he could not again wear, and he had charged
2e, 6d. for it.

His honour—Do I understand that the articles you
name were destroyed in corm quenee of the vestry or dint-
tore not pruvichng sufficient apartments, aa agreed?
Plaintiff—Yes.

Mr. G. W. F. Cook, solicitor, attended on the part of the
parish, and called the attention of the court to the IGth sec.
of the St. Pancras Local Aet, which provides that the ves-
trymen and directors of the poor were not liable to be served
with a summons except through the vestry clerk.
Hu Honour—Unless it can be shown that the body named
in the summons is a corporate body, the plaintiff must be
nonsuited. It is clear the clerk was the person against
whom proceedings should have been taken.
The plaintiff did not know whom he had a better right to
summons than those who engaged him. To say the least of
it, it was a very petty objection to raise.
Nonsuited. las. costs were allowed.