The Express.
London, England, 1868-12-05 00:00:00

COURT OF APPEAL.

(Bofors the Lord Chainedlor and the Lords Julian)

NEW CIOZEN.B coursaik.
The following gentlemen were called within the bar
upon being appointed Queen's ootinsel:—Mr. Lumle,
Mr. Moore, Su Patrick Coliphouu, Mr. Soutane*, Mr.
Batt, and Mr. Vernon Luthington.
coma r. BRIBTOWIL—INPONTANT (MCC JOBBING OA=

11.1ATKOM
The Lord Chancellor delivered the judgment of the
court this moruing. The bill was filed by the plaintiff to
enforce specific performance of a contract to purchase 200
shares in Overend, Gurney, and Co. The shares wore
purchased on the 9th May 1866, for the settling day,
the lbth of May, but on the May,
of that month the bank
payment. The defendant' who were jobbers, and
not_
ts,
rokers, paid the purchase money for the shares,
and the names of seventeen parson to whom they
had sold them were furnished to the plaintiff, who
executed transfers of the shares ; share certificates were
handed ON (1' to the defendants, but the transfers were
never registered, and the plaintiff's name remaining on
the register, he was planed on the list of coutribitories,
and hail paid a call un the shares under the winding-up.
' The object of the suit was to compel the defendants to
take a transfer of the shares, and to be indemnified in
respect of the cull he had paid. and future calls under the
winding-sp. lu the court below Vico-Chancellor 31-dius
1., Id that the defendants, who wore jobbers, and pan:ll34e-
mg on their own account, were bound themselves to take
a Hamster of the shares, and were not relieved from
that liability by furnishing the names of per-
sons to whom they had sold them, into whose
teeposisibility they, and not the vendor, bad the means of
investigation. The fact that tho bank bad stopped payment
between the date of the contract and the tune fixed for
completion, rendering it impossible for the plaintiff to de-
liver shares in a going concern, did not invalidate the
cosiee shares from the time of the contract being at
the s risk. The plaintiff had relied on the de-
-1 ts in respect of this transaction, and was unable
to make the sub-purchasers complete the transfers. The
plaintiff must, therefore, be declared entitled to specific
performance, and to be repaid by the defendants the
amount of the call be had paid, with interest at 4 per
cent., and to be indemnified against future calls. The
defendants appealed. The contract was unwritten. It
was agreed on both sides that it must be interpreted &c-
-oo:ding to the usages of the Stock Exchange, with which
the plaintiff said he was familiar, and the defendants
were obviously more so. In these circumstances the good
faith of the transaction was resellaked by the plaintiff,
and the conclusion on the facts which the court must opine to
was that the whole 200 shares were duly apeepted and paid
for by the transferees, and that they were as much bound
as if they had executed the transfers. The plaintiff had,
by the Vice-C'hancellor's decree, obtained indemnity
against the defendants. If this were an ordinary con-
tract, the plaintiff's right would he clear. The Vice-
Chancellor assumed it to be an ordinary contract ; bat
what was the real contract between the parties P_ It was
an unwritten contract, and must be inded by the
custom of the Stock Exchange. It was recognised by
that custom that the buyer was bound by the contract to
pay for the shares sold to him, and to accept and execute
the transfer in the name of the transferee,
if called upon by the seller or vendor to
do so. It was hard to understand the latter
part of this provision—namely, that the stock
jobber was bound to execute the transfer in the name of
the transferee; but the whole of the evidence as to the
custom of the Stock Exchange proved sufficiently that the
jobber was recognised as a person who intervened ho-
tween the buyer and the subsequent holder of the shares.
This then took the case out of the ordinary class of con-
tracts for sale where there was no intervening jobber, and
it fixed the position of the jobber as that of a person who
undertook to bring forward a dealer. The court was of
opinion, after a careful examination of the evidence, that
the names having been duly given and being unobjec-
tionable, and the plaintiff having himself accepted those
names, and having executed transfers to these people, the
defendants did fulfil their contract and any liability they
originally took shifted to the transferees. Their lord-
ships fully agreed with the Court of Exchequer Chamber
as to the principles laid down in " Grisael v. Bridowe."
There must be a decree dismis,ing the bill with costs.