The Express.
London, England, 1850-11-11 00:00:00

Bent trespeasm.etroa (tore.
Ix TSB MATTIS OP THE JuiNT-SToCX COhtrANial
WINDIYO-VP ACTS AND In TIM MATTER OP TMs
PINDSNT ASSUSANCI COMPANY.
This was a motion by way of appeal from the decision of
ths Metter disallueritsg the claim of Mr Charles James
Cope, in respect at arrests of his salary as aecretary to the
company. The claim in question was in respect of two
years salary, alleged to be due under a r, solution passed
by the provisional committee open the formation of the
company, in 1.47, whereby it was resolved that Mr. Holt,
the maoaging dizactor, should be paid 6001. per annum, and
Mr. Cope, the secretary, 4001. per annum, the salaries to
commence oo the 25th of March, 1849. To this resolution
was annexed a memorandum to the effect that it was under-
stood that Mr. Holt should only be paid 3001. per annum,
and Mr. Cope 2001., until such time as it might be
convenient to the company to pay the whole. It
appeared also that in February, 1849, Mr. Cope
hod signed an agreement in the following terms "It
is hereby aimed by as, the undersigned, that no
dieector or shareholder of this company shall be personally
responsible for the salaries of any of the officers of the com-
pany, and that no officer or office re of the said sampan; shall
obtain payment fur bar s; relics until a sufficient sum shall
be obtained by the funds of the company for that purpose."
Mr. Cope had served the company in the office of sameSuy
down to its dissolutioa in January, 1850, sad had contended
before the MAW that, inesesuch se the hiring was as an-
nual hiring, he was entitled to six months' notice, termi-
nating on the university of his appointment. He bad,
therefore, claimed 9171., being three years' salary at 4001. •
year, minus 2831.. which bad been paid him on amount.
The Master disallowed the whole claim, holdiog that
by the terms of the agreement of February, 1849, Die.
Cope was under as engagement to look for payment only
to the profits, if nay, of the company. The claim in respect
of notice hay.no been waived in the none of the proceedings
before the Mes.er, the amount demanded was rotated to
5171., being the balance io respect of two yeses' salary minus
the sum paid on account.
Mr. Dethell and Mr. Rosburgh now moved, as behalf of
the secretary, that the Master's decision might be reversed,
and the claim of 5171 allowed. Tory contended that the
interpretation of prod.@ pat by the Muter upon the term
funds in the agreement of F. bleary, 1649, was an clamor.
dinary one. 'rim word funds, in ifs general 'ewe, meant
assets; or, if a technical meaning were to be attached to it,
it must be confined to • capital sem producing dividends.
All that could be entered from the words of the agieeenstit
upon • fair interpretation was, that the officers agreed to look'
for payment to the jeint meets of the company as distinguished
from the roseate 'meta of its individual members. An en-
gagement to depend up.a the uncertain remuneration of
prods was most improbable. it sou clearly the intention to
look to the deposits an'l calls to be advise-el by the share-
holders under um terms of their engagement for the purpose
of carrying on the underfaking and under this head must
also be inclu.led rails made under the act for the purpose of
liquidating the li.haittes of the concern. rho claimant,
moreover, was entitled to the fell amount of 4001. per annum.
the provision for payment of '2OOl. being temporary only, and
intended to postpone, but sot to withhold, the payment of
the fall outmost.
Mr. Rolt and Mr. Speed, fur the official manager, signed
that by the terms of the agreement of February, 1849, the
claimant bad un.tereaken not to require payment from the
directors or thershoPers, but to rely on the assets of the
company, of which there were none. II a *all were now
made for liquidating this demand, the claimant would be Tiro.
tattoo his 'norms:lt by calling upon the shareholders for
payment. The claimant, if entitled to acythibi, wes en-
titled only at the rate of 2001. per annum. This was the sum
he was to toresive until it should become convenient to the
company to pay the whole, • period which had not arrived,
the masers baying proved uneuecasafal.
The Viol-Chancellor said the only diffizulty was as to the
period over which the claim would extend. The question as
to notice upon esgsgements of this kind had of late been
frequently diseased. No such notice was required ; strictly
speaking the claimant could recover only one year's
salary, but might be entitled to claim in dements
for not having been employed to the end of his year. The
measure of those damages might in the present case be
eleven months' service but, not to go isto a nice cakula-
ties of that kind, he thought the claim might be allowed for
two years. Lippe the construction of the agreement the in-
tention appeared to be clear, all that the party had intended
to a.; to the directors wee, " You are the parties that em.
ploy me. All that I look to fur payment is the funds of the
company when it is formed, and I *emigrate the directors
from any primal respossibility. Ido lot, however, in-
tend to exonerate them from V.. contribution which, by the
tarme of their putnetship, they are boned to make for pay-
ment of the expenses of carrying it cm." As to the term
had.," its meaning was the lands which the company
could be called upon to outeeribe fur the rupees of the nu-
dertakier. The provision as to paying aselsalf of Uwe
salary was intended en a temporary arrangemeat only, has.
ingiregard to the embryo state of the company at the time.
A discussion then took place as to whether the costs of the
appeal from the Mester'. decision should be pad out cf the
estate, or be borne by the claimant personally. It was cos-
tastel on one side that such costs were always allowed by
ViSoCbalieellort Katpht Bruce In questions midi, the
Windiest. op Acts ; and, on the other, that the claimant was
simply in the situation of a creditor alter decree in • common
emit ter administration, who always bore the expense of
ertabliehing his debt.
Tao Vice-Char cellar said be could ant see the distinction
la principle between rams under the ate and cases under a
summon decree. There might probably be • difference in
pretties oa appeals by contnhutoriee who were pat to dis-
charge themselves from a demand by the Master and cep
peals by creditors for the purpose of establishing a demand.
Unhos therefore the practice as to the costs contended for could
be shown by pree dent to ezi4!, the order to be made was to
overrule the derision and allow the claimant's de-
mand of 517/., but without the oasts of the appeal.