The Express.
London, England, 1867-06-13 00:00:00

1, atu Intelligence.

EQUITY COURTS.—JuNs 12.
(Before the Lords Justices.)
RE THE GENERAL INTERNATIONAL AGENCY COMPANY

(LIIIITSD).

This company was fonned for the purpose of carrying on
its business in England and in France. It had a board of
directors in each of ti ose countries, and shares had been
taken by persona resident in both countries. The com-
pany proved unsuccessful, and in 186.5 it was ordered to be
wound up. A call was now required, and the official liqui-
dator proposed to serve notice of the intention to make it
by sending a copy of the summons to all the members,
English and French alike, by the post. The question was
whether that would be good service on the shareholders
in France. The Winding-up Act of 1848 expressly empowered
the services of summonses to he effected abroad through
the post; but the act of 1862 omitted that provision.
, and the Master of the Rolls therefore desired that the
point might be mentioned to the Lords Justices. The
articles of association of the company provided that all
notices might be served through the post on all members
without distinction ; and the general rules of the court
directed that service by post should be effectual where per-
sonal service was not required.
Mr. Southgate, Q.C. (with him Mr. Brooksbank) now
mentioned the case ; Mr. Graham Hastings appeared for
a committee of shareholders who had liberty to attend
the proceedings.
Their lordships thought that service through the post
on the contributories abroad ought not to be an impedi-
ment to the making of the call upon them. That step was
only the foundation of proceedings before the foreign
court to enforce the call, and in those proceedings the
question might be raised whether the service was good or
not? But merely to warrant the making of the call ser-
vice through the post would be sufficient.

(Before the Master of the Rolla.)

BARRED'S BANKING CoMPART, EX PARTE THE CONTRACT

CORPORATION COMPANY.

This case from chambers has occupied the court
during the greater part of the day. The facts suffi-
ciently appear in his lordsip's judgment.
This, he said, was an application by the official liquidator
of Barned's Company to place the Contract Company on
tae list of contributories of the former, which is being
wound up here, in respect of 368 shares. It was his duty
to produce the register of Earned's Company, and show
that the Contract Company was there. The register con-
stituted the title to the shares, and the burden of proof
lies on any one whose name is on it to show that it ought
to be removed. His lordship here referred to the
37th clause of the Companies Act. It appeared
that the Contract Company, wishing to take shares,
applied to Mr. 11. Feeney, asking him to take
shares in his name for them in Barned's Company, they
undertaking to pay the deposits on the allotments,
and also to pay all calls, &c., and to incur all
liability incident to the taking of the shares.
Mr. Feeney assented to this, and on these express
terms applied for and obtained 388 shares. He was sub-
sequently asked by the secretary of the Contract Corpora-
tion to execute • transfer of these shares in blank. He
executed a transfer thereof in December, 1865, but not
altogether in blank, though neither the number of shares
nor the company were specified. The Contract Company
now disputed the validity of this transfer, but they did not
attempt to show that Mr. Pearsey held any shares in any
other company. This deed of transfer was returned to the
Contract Company, whose secretary sent it to the office in
London of Barned's Company. A date, namely, the Bth of
January, was subeequently inserted in the deed, and so
matters remained until March, when Mr. Moseley, a di-
rector, wrote stating that he would send t he transfers of these
shares for registry to Liverpool, and they appeared to have
been registered between March 26 and April 2. The re-
gistry having taken place primal facie, the Contract Com-
pany became shareholders. An objection to this propo-
sition had been taken on the ground that a week before
the registry a petition had been presented to this court
praying the winding up of the Contract Company. But •
transferrer was not to be prejudiced by the neglect of the
tranaferree to register. If it were even otherwise, was a
vendor to be prejudiced by the insolvency of the vendee.
Nor was the registry affected by the circumstance that the
deed specified the consideration, and that the number of
the shares to be transferred was subsequently filled in by
the vendee. How was Feeney to know what was taking
place in the company It did not lie with • purchaser to
come forward and impeach the validity of the sale on the
ground of misconduct, which was done for his own larefit.
It was hardly agreeable to the court to see the secretary
put forward to make this defence for the Contract Com-
pany, and to contest the validity of his own acts in the
matter. If the concern bad been prosperous, and Mr.
Pearsey had filed • bill for a retransfer
of his shares, his case would have been met by affi-
davits very much at variance with those they
had heard to-day. Upon the question whether it was
ultra vices the Contract Company to take shares in
Barned's Company, his lordship said he certainly was not
prepared to say it was. On the contrary, under the me-
morandum and articles of association, which his lordship
read and commented upon, he thought they were at
liberty to do as they bad done. As to whether one joint-
stock company could take shares in another, his lordship
said with his experience of the conduct of companies he
should not hold that it could not. As to the question of
authority to register the shares, when as here one com-
pany had sent and the other had registered them, be en-
tertained no doubt. As to whether an alteration in the
memorandum, &c., of association of Barned's Company
restricted their power, he thought it did not. The Con-
tract Company had notice of this. On these and other
grounds his lordship came to the conclusion that the Con-
tract Company must remain on the list as contributories
in respect of :368 shares. Each company must pay its own
costs of this application.
Mr. Selwyn, Q.C., and Mr. Kekewick were for the
official liquidator ; and Mr. Baggallay, Q.C., and Mr.
Swanaton for the Contract Company.

BAIL COURT.- JurrE 12. '
Sittings at Nisi Prius.—(Before Mr. Justice Lush and a
Common Jury.)
LOIDL AND ANOTHER V. STRAMPTER.

This was an action for an alleged breach of contract rela-
tive to the production of the " Ghost" scene at the
defendant's theatre at Vienna. The defendant pleaded a
variety of pleas, amongst others that the plaintiff had not
complied with the terms of the agreement.
Mr. Serjeant Parry and Mr. Wood were counsel for the
plaintiffs ; Dr. Kenealy and Mr. Anstey were counsel fur
the defendant.

The plaintiffs arc the proprietors of the Pavilion Music
Hall in the Haymarket, and are licencers of Dieeks and
Pepper's apparatus for producing the well known illusion,
" The Ghost." The defendant is the proprietor of the
Imperial and Royal Theatre at Vienna. In July, 1863, a
correspondence took place between the parties re-
lative to the production of the illusion in
Vienna, which resulted in an agreement between
them, whereby the plaintiffs were to perform for
14 nights, the defendant guaranteeing the receipts of the
theatre should nightly amount to 3,000 florins, one dial( of
which should be paid to the plaintiffs. There had been
an unsuccessful performance of the ghost at the Joseph
Theatre in Berlin, but Mr. Villiers, the plaintiffs' agent,
subsequently presented it with great satisfaction at the
Victoria Theatre in Berlin. It was about this tune the
arrangement was come to between the plaintiffs and the
defendant, and the former account of it was that the de-
fendant was in no particular hurry, because be was de-
sirous of bringing out a new piece, Miu A urora's Serret,
in which the ghost wan to appear. Defendant, however,
put another piece on the stage without the ghost (which
materially interfered with the plaintiffs' arrangements),
which did not summed. Mr. Villiers, however, after great
trouble and delay, at last got the stage cut, the glasses
fiscal, and on the night of the 15th August there was an
undress successful rehearsal to a practised eye. but the
figures being in black, only the face and bands were fully
shown. Although but one ghost at a time had up to that
period been produced, Mr. Villiers, at the defendant's re-
quest, produced four, and also made the ghost walk.
Defendant, however, then said he wanted something dif-
ferent, and professed to be displeased, and desired to
change the terms of the agreement. On the 17th August,
the defendant still declining to carry out the agreement,
the plaintiffs put the matter in the hands of a lawyer in
Vienna ; but ex it was supposed to be an English contract
the proceedings were stopped, and the plaintiffs then pro-
oeeded against the defendant in this country. Plaintiffs
had been put to about 1001. expenses.
Mr. Villiers, the plaintiff, and other witnesses were
called in support of their case, and denied there was delay
on their part. . .

The defence was, that in consequence of the great ex.
eitement which the production of a ghost eccasioned in
1863 the managers of all the continental theatres were
most anxious to gratify their respective patrons, and the
defendant entered into on arrangement with the plaintiffs.
He telegraphed to them that the illusion must be pre-
sented in the commencement of August, but instead of
that the apparatus did not arrive until the Ath.
A further delay occurred until the ritli of Au-
gust, from the plaintiffs not being able to ob-
tain the gleams and other matters. Everything was
then in confusion ; the performance was most unsatis-
factory, and the loss to the defendant bad been very great.
Plaintiffs knew that several ghosts would be required to
appear at the same time, but they only mode arrange-
ments for the production of four. All the persons who
saw the rehearsal were dissatisfied, and so expressed
themselves to Mr. Villiers. It was such, they said, as they
dare not present to the public. Evidence was taken under
a commission in Vienna on behalf of the defendant, which
was to the effect that the plaintiffs had caused great delay,
and that the experiments were unsuccessful, as they could
not produce the ghosts in a complete and perfect form. It
was further contended that the whole affair had been
settled by the Austrian courts, and that the plaintiffs bad
no right to proceed against the defendant in this country.
Evidence was thee given with reference to the proceed-
ing taken by the plaintiffs in Austria. A power of
attorney signed by the plaintiffs was put in, authorising
an Austrian advocate to do all acts for them—to sue, com-
promise, and stay proceedings. Proceedings were com-
menced, ass' afterwards stayed, each party paying his own
costa ; theefect of it was that by the Austrian law no
turaitramaacidinga could be taken.