The Express.
London, England, 1868-05-02 00:00:00

LAW INTELLIGENCE.-(THIS DAY.)

EQUITY COURTS.
(Before Vierehaaceller air IL Waling.)

OOL/IS e. BRISTOwS.—LIAIILLITI Sl STOCK JOBBSIS.
This bill was Med for the purpose of enforcing the epecifie
ppformance of a contract to sell 900 shares In Ormond,
Durney, and Co. In consequence of instructions from the
plaintiff, Messrs. Sutton and Company, stock brokers,
sold the shares in question, oa the 9th May, 1.66, to the
defendants, Messrs. Bristow. Brothers, who were at that
time and are still carrying on business as jobbers on the
Stock Elshange. The priest agreed upon was 2i discount,
and the purchase-money, 2,4751., was handed over to the
plaintiff on the 15th of May, which was the neat settling
day. The defendant then requested that the transfers
should be made to 17 persona resident in different parte
of the kingdom, but this was not done in consequence of
the difficulty of registration after the winding up, and the
plaintiff having been put upon the list of contributories
as respe:t of the shares, had been obliged to pay two
calls of IW. each, amounting to 4,0001. Under these cir-
cumstances, the suit was instituted to compel the de-
fendants to repay that sum, and to indemnify the plain.
tiff against liability for future calls.
Mr. Glasse and Mr. Ilighine appeared for the plaintiff ;
and Sir B. Palmer, Mr. Cotton, and Mr. Whitehouse for
the defendants.
_ . . .

The Vice-Chancellor, after stating the facts and re•
ferring to the evidence of the Deputy-Chairman of the
Stock Exchange as to the difference between a jobber
and broker, namely, that the jobber dealt on
hie own account and the broker for othere,
said it was clear that on the 9th of May there
was • valid and binding contract between the plaintiff as
principal on the one aide, and the defendants as principals
en the other, and that the contract would have been
carried into effect, but for the stoppage of the company
which took place on the following day. It appeared that
the plaintiff instructed his brokers not to aocept
payment foe the shares from sub-purchasers, but to
require payment by the defendants themselves, and that
the 2,47:4. was paid byacheque of the defendants. If there
had been a contract for the sale of shares in a company
paid up in full, it was obvious that the contract would
have been completed on the receipt of the purchase money
by the plaintiff, and the execution of the transfers to the
nominees of the defendants, but as the shares were 50/.
sharer upon which IN. only had been paid, the question
was upon whom the liability to pay the remaining
• rested. The point raised was one of the
greatest importance, not only to members of
the Stock hichange but to the public at large. The
plaintiff no doubt was well satisfied with the contract with
the defendants, because he knew they were responsible
men, but if the seller of shares was bound to
satisfy himself of the responsibility of a number of
persons who were total strangers to him, and
were spread over different parts of the world, it was evident
that his position would be a very difficult and painful one.
On the other band, if the plaintiff was entitled to treat the
defendants as liable to indemnify him from liability in
respect of these shares a very serious burden would
be thrown upon members of the Stock Exchange,
and the effect would be to make them careful not
to enter into such contracts unlen they had reliable prin-
cipals behind. Apart from the question of the stoppage of
the company, between thecontract and the settling day, it
was established by decisions both of law and equity,
that the purchaser of shares in a joint stock cow.
pany was bound to indemnify the seller against
alp subsequent calls to which the shares might be liable,
and as the defendants did not buy as agents for others,
but as jobbers on their account,tbey took upon themselves
th obligation, and no rule of the Stock Exchange could
fre• them from it. It had been contended
that they bad been discharged from the ob-
ligation by the subsequent stoppage of the company
which rendered it impossible for the plaintiff to deliver
over the thing he sold, namely, a transferable interest in
the company. It was clear, however, that the dis-
tinction of the subject matter of a contract to
sell after the contract had been entered into,
as in the case of the burning down of a house, the foun-
dering of a ship or the falling in of a life annuity, did not
relieve the purchaser from his liability, and in the same
way slums were purchased, subject to the risk of the
stoppage of companies. If these shares bad
increased in value before the settling day the
purchasers would have been entitled to that
advantage, and they were bound to bear the loss arising
from an accident to which both parties knew the shares
were exposed, but which was entirely beyond their
control. The case was in substance the same as that of
"Griaaell v. Bristowe," decided by the Court of
Common Pleas, and he entirely concurred in that
decision. The defendants were bound to perform the con-
tract into which they entered on the 9th of May, and that
contract remained unperformed, while the plaintiff re-
1111100ii liable to pay calla. The amount which the plain-
tiff had paid in respect of calls upon these shares
mint he repaid to him with interest at four per cent., and
the defendants must indemnify the plaintiff against
further calls, and must of course pay the costs
of the suit. In substance the liability of the defen-
dants in respect of calls would not exceed the 4,0001.,
because he believed it was now ascertained that in the
winding up of Overend, Gurney, and Company it would
not be necessary to make any further calla.

(Before Vioe-Chaaoellor G dud.)

IN EL THE OXFORD AND CANTERBURY HALL. COMPANY.

Mr. Kay, Q.C., and Mr. J. N. Higgins in support of a
petition by a shareholder, for the compulsory winding up
of this company, mentioned the petition again today.
The facts are that the company is in difficulties, which
were greatly aggravated by the fire at the Oxford
Music-hall in February last. A call of If. a share is out-
standing, which has been paid by some shareholders only.
Each shareholder, by the articles, has one vote ; but a
shareholder who is in arrears of payment for calls is in-
capacitated from voting at meetings. Last Saturday his
Honour made an order that the petition should stand
ov,r, in order that a meeting might be held under the
149th section, to decide as to whether there should be a
voluntary winding up under supervision, at which meet-
ing all shareholders and creditors might vote, the votes
of those shareholders who had not paid the call to be dis-
tinguished from the others.
It was now asked that this arrangement might be sus-
pended and a compulsory order made. It was stated that
the managers, Messrs. Morton and Maitland had, in July
last, executed a trust deed or deeds in favour of creditors
to the amount of 34,000/. under which nothing had been
paid ; and that they bad no property beyond the 2,957
shares which they held in the company. They, there-
fore, were naturally extremely hostile to a winding up,
and it was absurd to allow gentlemen with this prepon•
Berating influence to preside and vote at the meeting.
The whole number of shareholders TM 92, and the number
of shares issued 1,553.
Mr. Ince, for Mr. Charles Morton, several shareholders,
and a few creditors, said that the affidavit on which these
statements were being made was furnished only late last
night, and there had been no opportunity of answering it.
The Vice•C'himeellor directed the whole matter to stand
over to Thursday next, intimating that the court would
not interfere with the petitioners' issuing notices for a
meeting to pass a special resolution to wind up compul-
eerily, if they should be so advised.
Mr. 'Swanton, Q.C., and Mr. W. F. Robinson appeared
for creditors to the amount of 10,000/., and a few share-
holders.