The British Press; or, Morning Literary Advertiser.
London, England, 1825-03-24 00:00:00

THE BRITISH PRESS.

LAW INTELLIGENCE.

COURT or CHANCERY, WsoNzszEty, MARCII O.

REAL DEL MONTE COMPANY.

KINDER V. TAYLOR AND OTHERS.
This case came on for argument to-dag, according to appoint-
me.it made on Friday last.
Mr. SHADWELL stated to the Court, that since the last hearing
the defendant bad entered a demurrer.
Mr. 4111.Eacit said, that tin this moment he had not heard of it,
bawler received no notice.
The LORD CHANCELLOR directed that they should go on with
the motion.
The SOLICITOR-GENERAL said, the question to which he
should apply himself was, whether this Company did not fall with-
in the statute of nth Geo. I. ?
The Loan CHANCELLOR observed, that was one point only ;
but that it would not determine the entire question.
The SOLICITOR-GENERAL said, he thooght that if that point
was settled it would eventually dispose of the whole question.
The plailitiff asserts that the giving away the shares by the Direc-
tors was a fraud committed by them.
The LORD CHANCELLOR asked, what was the total number
of shareholders ?
The SOLICITOR-GENERAL said, they could not ascertain the
number of shareholders, but the number of shares might be.
111 r. SH AD W ELL s.id, there were 500 shares, of which two were
reserved for Captain Vetch.
The LORD CHANCELLOR said, he apprehended the Court
would not interpose without they produce the deed itself, which
would show who were the original parties to it, which the copy of
it did not.
The tio c in von-GENERAL would now state the substance of
the treed to the Court. It was, that the shares should consist of
500, of 41;01. each, and there was, besides, a prosnsino in another
part the deed for raising the further sum of 50,000/. if that
should become necessary. The Company, previous to the execu-
tion of the deed, were tinder the direction of a Committee of Ma.
ingentent. On this part of the deed the question arose, whether this
Company did or did not act as a corporation ? The directerni were to
Ro ont upon a rota. In this respect there certainly existed the
resemblance pointed out by his. Lordship between this Company
and a large trading corporation--tbe East India Company. Look-
ing to it t.s a Corporation. the prorniorts of this deed were mate.
nil. The deed contained clauses to which lie should particularly
call his Lordship's attention, anelin so doing he should confine
himself to the effect of the deed, so far as it was supposed to be
against the statute of G lieu. 1. Ile did not think It material that
he should go at length into the question if the Company be a Corpo-
ration. Time question was, what was the quality of shares that were
to be considered as transferable? These shares were not transferable
except under certain restrictions, which were of such a nature that
they'did not at all come under the Statute of the lith Cleo. I. 'Un-
doubtedly there might events happen by which shares would pass
into the hands of the legal representatives of the subscribers.
Another class would be by voluntary transfer (under certain re-
strictions) of the shareholder himself. It was only one of those
two cases in which a transfer could he made. Ills Lordship
would find that no person could sell his shares, except the vendee'
was approved of by the Company. Ilc did not think it would be
necessary to trouble his Lordship with reading the whole of the
deed ; but that was the result. The second class consisted of
those cases in which the transfer would arise from legal accident
or destitution, as in the case of the marriage of a female proprietor,
in the case of shares passing by will, and again in the case of
bankruptcy. These were the principle cases in which a share
could be transfered by legal accident or devolution.
The Loll) CHANCELLOR-110W many Wit, are there in this
Company ?
The Socroteol•DEsttitat —I don't know how many there
are, but I have heard of a lady who was a large proprietor. What
was to be done in such a case? Would it not be hard for a lady
not to be able to transfer her property with her person ? The
vendee was under an obligation to bind himself in the same man-
ner as the original shareholder. The proprietors therefore could
not be assimilated to the owners of South Sea Stock er a public
fundhohler, in which Mies there was no signing of deeds or enter.
ing into covenants, which was in this Company absolutely requi-
site. They must speak to the common understanding of mankind
as well as that of lawyers. A lawyer himself could not say that
these were transferable shares, when the transferee could be re-
jected by the Company upon mere personal grounds, such as being
engaged in another concern inimical to the interests of the Corn.
pany. In short, the owner of the shares had not over it the jes
postendi which was necessary to render it a disposable share.
His LORDSHIP asked it there was any limit to the duration of
the restriction ? . . . . . .

forted. This, therefore, Lord Ellenborough continued, was not a '
transfer witiott the meaning of the Stab 6th Geo. I. ; and why
because rack roe!, propriemr n:ust take a given proportion of bread
from the Company, and that took off from the shares the character
of general transferability.
The LoND CH AA c LLL ost observed, that in that case they
were dealitrat, in the necessaries of life.
The z-ohIeITOR-OE X I:Rol. sail, he had not lost sight of that.
If the law as laid down by Lord Ellenborough then was the law
now, it sitntrlr applied to this case. ‘Vltat he took to be estab-
lished be Lord Cllenborough coax, that where the shares have a
limit to their transftwahtlitv, the (on:pany war legal. Now, there
the restriction which narrowed the lf:Vieferability was, the oblige.
tiro oti the mbseribers to take a ceruin portion of meal and bread.
That was ore species of restriction—let them look at what the
ea-me:ion was here. The transfer was not effected by mere in.
dorsement, like a promissory note cc bill of exchange, nor simply
by the intervention of a broker, as in the cue of the public funds.
Lord Ellenborough, in the ease just alluded to, had said, the shares '
were virtually restricted to persons in the neighbourhood ; but
here he (the Solicitor-Oeneral) would not confine himself to vir-
tually, but he would contend that these were positive restrictions.
A vendee might be refused admittance by the Company for no
other reason than their dislike of the cut of his coat, his complexion,
or the contour of his countenance. This was matter of actual con-
vention and stipulation ; for thus far it might be carried when the
Company say, " We must know who this person is ; is he a per-
son of respectability, or has he been a hankrupt i" Lord Ellen.
borough's genteel principle was, that if the shares were not trans-
ferable
according to the general course of business, that restric-
tion
took away the illegal character as contemplated by the Statute'
of the 6th George I. lie (the Solicitor-Oeneral) would contend,
that the restrictions which that mist deed Imposed were ten times
stronger than in the case of the Birmingham Company. On the
point of their being a body corporate, having a common name, and
making by-laws, Lord Eileuborough observed, how many Assur-
ance Companies ( which were unquestionably useful) there were,
which, though unincorporated, did make by-laws.
The Loali CHANCELLOR observed, that that Company was
prejudicial to the millers ant! bakers, and °dye trades.
The Couctxon-Oximaax-1t might be iajurioue to A, B. and
C, but not to the common smith at large. Undoubtedly if a Corn-
Racy did business better than a private individual, they would en-
gem the trade, and ihjore that individual; and, vice crests, it an in-
dividual did business better than &Company or his competitors—as
in the rose of his Leaped Friend Mr. Shadwell, who engrossed a
great number of briefs, and might be said to be a nuisance to his
less fortunate or less skilful brethren—be had no doubt his
Learned Friend would go along. with him in his argument, and
acknowledge that it must be a nutsaace to the cianimurrify at large,
and not to individuals.
The LORD CUANCELtoa Paid, that if Societies like this were
established in every town in Engiacd, it would ruin the trades of
miller and baker.

The Soy icixoit-GENEnas.—So in the case of threshing-ma-
clines, which abridged labour, the same remark would apply ;
and if his Lordship put this as an extreme case, he should
still contend, that if the trade of the private Mdiridual was
abolished, or carried on by these Comp .nies, the individual
trader would have no legal ground -of complaint against them.
Lord Ellenborough then went over the arguments relative
to raising a large capital by small subseriptim.s. Ile did not think
the mere raising of the capital by small subscriptions was a sub-
sandy, of but that they must look to the nature and objzitts
of the institution, and see whether it was a nuisance. The Act ex-
cluded from its operation the Royal Excite...Asc. the London As-
surance, the East India Company, the Bank of England. and also
all foreign trades which were then carrieft un by prtnerships ; and
he (the Solicitor-General) should have iniap,ined that persons em-
barking a large capitsl to be employed in 51esico, would be one of
the excluded cases ; but as tbst related to the merits of the Can.
WI, he would, not now dilate upon it. Lord Eilenborough fur-
ther observed, that the Act did not apply indiscriminately to all
subscriptions; anti with reference to the tranferability of shares,
It might be sufficient to nay, that in die qualified way in which the
shares were raised, the object was not to raise the stock fur the pur.
pose of transfer, nor to make such stock the object of Commercial
speculation. Now he (the Solicitor-Gene,al) contended, that if
such had been the object of this Company, every lice of their deed
tended to contravene it _


HOME CIRCUIT.

SURREY ASSIZES, KINGSTON, Itl•acx 22.

THE IRWO V. norYLY.
( Special Jury.)
This case occupied the attention of the Court from nine o'clock
in the morning until half.past twelve at night.
The defendant had for many years been appointed to the situation
of High Constable of the East Half Hundred of Brixton, and after-
wards filled the respectable offices of Rector's Warden of St. Mary's
Newington, and Surveyor of the highways of that parish. The
duties of the latter situation he had been called to perform for a
period of six years, teminaring in 1824, and upon rendering up
his accounts at the termination of each year, he had regularly
received the thanks of the Vestry. Having relinquished the office
of Surveyor of the Roads, some scrutiny took place into his ac-
counts, and it was out of an investigation by a Committee ap-
ointed by the parish, that the present indictment was founded.
The charges made against Mr. Roftey in substance were, that he
had exhibited false accounts, in omitting to charge himself wit!.
various sums which he had received • that his accounts were false
in not returning a true account of the deficiencies ; that lie had been
guilty of a violation of his duties by keeping his books in a negli-
gent manner, in omitting the name of defaulters ; that he tad been
guilty of negligence in not properly collecting the rate, by shian
it was alleged the parish had last large sums of money ; and lastly,
that he had been guilty of a watefitl expenditure of the parish
money, in giving a higher price for materials to repair the roads
than they might otherwise have been purchased at.
hlr. ADOLPHUS led the case fur the prosecution, satiated by
Masa. CHITTY and THESSIOEtt.