The Express.
London, England, 1866-11-27 00:00:00

4

Ulu 3nttiifgrttta

EQUITY COURTS.—Nev. 26.
(Before the Right Hon. the Master of the Rolle.)
lli RE THI CILNTRAL DARJEELING TEA COMPANY (LIMITED).
Judgment was this morning pronounced in this matter
the hearing of which was reported in our oolumns of yes-
terday. It will be remembered that the matter came on
to be heard upon a summons sid,Ournecl from chambers,
sad the qmationsgrozied were these:-1. Whether there
was remonable for holding that a proposal made
lay the directors to the company to compromise a certain
claim against them by a Captain Cornish was valid ; and
1 Whether, if it was, a call to be made to meet the claim
would be also valid.
Caplain Cornish's claim was for the purchase money of
some large estates in India, which, it was said, he had con-
tracted to sell to the company as agent for his son. Cap-
tain Cornish was one of the directorsof the company. He
had neither executed the deed of conveyance nor received
the consideration for it, which was payable partly in
money and partly in shares. It appeared that a resolu-
tion bad been passed at a meeting of the com-
pany that the claim should be compromised, and the c
pany having been ordered to be wound up a proposal in
accordance with the resolution was carried into chambers,
and approved of by the chief clerk. In support of the
aummons, which was brought by way of appeal from the
chief clerk's certificate, it was said that Captain Cornish
had not the interest in the property which by his contract
be purported to be selling ; that he was, in fact, the abso-
lute owner of the property ; and that, being a director of
the company, he could not sell his own property to it. On
the other hand, it was insisted that the company had
adopted and acquiesced in the compromise.
Mr. Jessel, Q.C., and Mr. W. D. Bruce appeared in sup-
port of the summons, which was taken out on behalf of
twenty-seven of the principal shareholders in the company.
Sir Roundell Palmer, q.c., and Mr. Warner appeared for
Captain Cornish; and Mr. Selwyn, Q.C., and Mr. Freeman
for the official liquidator of the company.
Lord Romilly said he thought the proposed compromise
could not be supported. What he had to consider)
ma, first, whether there really was a serious ques-
tion existing between Captain Cornish and the company ;
and, secondly, whether that question was the subject of
the compromise. The facts of the case were these :—On
the 17th November, 1863, when the company was only pro-
jected, a meeting of she intended directors of it was held,
at which Captain Cornish was present. It was then
arranged that an estate of his should be bought for the
company. Accordingly a letter was on the next day sent to
him, stating that the proposed purchase money was 7,u001.
—that was to say, 4,0001. in crab and the remainder in
shares of the company. The prospectuses were then issued,
but they said nothing as to Captain Cornish having
any interest in the estate. It was, however, obviously a
very important matter for the consideration of the share-
holders, whether the original contract with Captain
Corniah was binding on them. It further appeared that
there were two other estates which the company could not
emceed in obtaining ; and the result was that counsel's
opinion was taken, and it was resolved that the company
should be wound up. A winding-up order was made on
the 19th of November, 1864. It was then proposed that
Captain Cornish's claim—in respect of his purchase
money—should be compromised by payment of a sum of
1,500/. A further opinion of counsel was taken, but no
mention was made in the case then laid before Mr. Selwyn
as to any question affecting the validity of the original
contract. The matter of the compromise then
came before the chief clerk, who approved of it, and sent
out the usual circulars to the shareholders in respect
of his certificate. Those circulars made no allusion to the
precise nature of the compromise—a customary omission
3W such cases, hot one which his lordship deprecated, and
had since the hearing of this very case instructed Lis
chief clerk to guard against in future. He had directed
the chief clerk to settle all such circulars, and to see that
they gave the shareholders the fullest information. Now,
it was manifest that the question of the validity of the
original contract between Captain Cornish and the com-
pany never had been entertained by the shareholders. But
at was a question which his lordship thought they ought
to have an opportunity of considering. The terms of the
proposed compromise did not in themselves touch the
question of the validity of the original contract ;
but they did substantially involve it. His lordship,
therefore, without expressing any opinion on the contract
itself, thought that the proposal to make the compromise
was invalid ; and that the Intended call in respect of it
must be suspended. Those observations showed that there
really was a substantial question as to the compromise sub-
Eating between Captain Cornish and the company. All
parties must be allowed their costa.
RE ME CONTRACT CORPORATIoN COMPANY (I.lstirw).
HEaliS CASE.
This was an application on behalf of a Mr. Head, a soli-
citor, and a shareholder in the company, to have his name
taken oil the list of contributories in respect of 13 shares.
sad to have that of a Mr. Cox, the local solicitor of the
company, placed on the list in hie stead. In support of
the application it was said that Mr. Head had sold and
transferred his shares to Mr. Cox ; but it was admitted
that the transfer was not registered. The sale was effected
18 months prior to an order for winding up the company.
It was argued that Mr. Cox was in fact the owner of the
shares. The chief clerk had declined to remove the name
of Mr. Head from the list.
Mr. Lags:ill:ly, Q.C., and Mr. Tounge appeared for Mr.
Head; and Mr. Selwyn, Q.C., for the official licuidator.
Lord Romilly held that the chief clerk was right. Mr.
Head had taken no steps to get Mr. Cox substituted ia
his place. His remedies were against him ; but as he had
so far done nothing, the directors could not uow be or-
dered to alter the register of shares.
KERBY r. MEMPSON.
Mr. Crouch appeared for the plaintiff in this suit. He
said that George Steel, of Woodstock-street, Oxfora-street.
corn-chandler, by his will, gave all his real and personal
estate upon trust, after the payment of his debt, and lega-
cies, for such persons as should be entitled to receive the
same for the benefit of the Seymour Want of Middlesex
Hospital ; but his will was that if auy portion of his es-
tate would not pass under the bequest to the Seymour
Ward of Middlesex Hospital, then his estate was to be
applied in payment of his debts and legacies in such a
manner that the greatest benefit might accrue to the cha-
rity. The residurry legatee bad filed this bill for the
administration of the estate, and a decree was asked for,
leaving the rights of the hospital to be determined at a
future stage.
Mr. Karslake appeared for the defendant.
Lord Windily toads the decree as prayed by the bill.

(Before Vice-Chancellor Sir R. T. Kindersley).

MACKENNA ,*. ranias.
This hill was filed by Dr. Mackenua against the widow
and representative of the late Dr. Parkes, Cuigeon, of
Great Marlborough-street, with whom for sonic time pre-
viously to and at the time of his death he was in part-
nership. The defendant was the actreas known to the
public as Miss Amy Sedgwick. Dr. Parkes was the owner
of s well.estaMisheil and extensive business, and being
desirous, owing to his state a f health, of having less
labour on his hands. he took Dr. Mackenna into partner-
ship. In consideration of tie payment of I,_-d/.. Dr.
Mackenna was to have an equal share of the business.
which was estimated at tho time to produce LIM/. a
year. Of the purchase-money (i 4)!. was paid down and
the remainder was secured by two bills. Dr. Parkes was
to continue his attention to business for three years for the
purpose of gi vim: his prattler a proper introduction to his
patients. but was to have certain opportunities of bein; ali-
ment if his health required it. 1' nfortunately, owin4 to Dr.
Parkes' state of health, Dr. Mac-kerma was not introduced.
to more teen II er 16 out of 300 or 400 patients. In
August, M:: months after the partnership was ente-ed
into, Dr. Parkes was obliged to absent himself altogether
from the business and iu December he died. At the
time of entering into the partnership Dr. Parties was, and
had been for sonic time previously, suffering under a very
serious disease, known as Bright's disease, the nature of
which was stated to be such that, though it rendered life
extremely precari, us, s person afflicted with it may live
for several years. In Dr. Parkes' case, however, the danger
was considerably increased in consequence of his being
subject to gout. The present bill sought to have the part-
nership account,: taken in the usual way, to have is portion
ell the OW, already paid returned, and to restrain pro-
ceeding. at law upon the bills. The question turned chiefly
upon whetherthe state of Dr. Parke's health was known to
Dr. Mackaima at the time of the agreement between
them. It was stated that the business had not produced
more than half the estimated amount.
Mr. Glasse and Mr. Lindley appeared for the plaintiff,
and Mr. Lally and Mr. W. W. Cooper for the defendant.
The Vice-Chancellor, after carefully going through the
evidence, came to the conclusion that Dr. Mackeuna was
not aware of the condition of Dr. Parkes' health when he
agreed to the partnership. It was clear that Dr. Mackenna
had not got that benefit from the arrangement which it was
the intentimi of both parties that he should get, and he
was therefore entitled to came to the court for relief.
There most be a declaration that the plaintiff was entitled
to have reaiitt •d or repaid a reasonable portion of the
1,250 r. the account must be taken, and the plaintiff must
be debited with the 6004. remaining unpaid, but credited
with the amount to he remitted. The justice of the case
required that costs should not be given on either side.

COURT OF QUEEN'S BENCH.—Nov. 26.
Sittings in Banco.—(Before the Lord Chief Justice, and
Justices Mellor and Lush).
DOULTON, M.P., r.
Mr. Field, Q.C., said he moved on behalf of Mr. Dont-
ton, DI.P. for Lambeth, for a rule calling on the Doily
Tdegrop4 to show cause why a criminal information should
not be tiled against the printer of the paper for a libel.
Mr. Doulton, on whose behalf he moved, had been for
some years M.P. for the borough of Lambeth, and also a
member of the Metropolitan Board of Works. He was re-
turned for lanibeth as a supporter of the late Lord
Palmersten's government, and be continued to support
that and the subsequent government, with the exception of
voting for the List Reform Bill. That gentlei' nan with
sway others, conscientiously objected to certain portions
el that bill, and for what they did in consequence they
had received the name of AdulLimitea. For any strictures
en his public character he did not and would not complain,
however severe, unless they imputed to bim dishonesty of
conduct likely to affect his private character. Believing,
therefore. that the article complained of wont beyond the