The Sun.
London, England, 1855-02-16 00:00:00

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—LAW INTELLI4BNCE.,4 Feb. 15.

CHANCERY COURTS.

DE THE sEA FIRE AND LIFE ASSURANCE SOCIETY ER
PARTE Gi "'TN.

This case was specially appointed for argument on
this day, in order that the, court might have the assist-
ance of Mr. Justice Mauls in considering the questions
of law to arise thereon. luis lordship accordingly at-
tended this day, when the case was argued.
The facts of the case are shortly these.' A company
called the Port of London tSh.ip Assurance Company,
being about to decline busines 4, tranderred their liabi-
lities to the Sea Fire and Life Assurance Society upon
an arrangement between them— One of those lia-
bilities was a debt of 5001., in respect of the ship At-
lantic, due to Messrs. Balfour a;-id Co. In respect of
this debt a note or document was given in the following
terms
" To the Cashier.

Marin.e Department,
Sea Fire and Lit.'s Assurance Society,
31, Oortt,'iill, London,
1at...N0w., 1849.
" Sixty days after date credit 111r.essru. Ballfpouirriaccarnds
AW Co.
or order with the sum of 5001; C lain Atlantic in cash,
on account of this corporation.
"Entered T. F. A., acet.
They submitted first, that the instrument was altogether
void as a document affecting the asacats of the company,
or at least even if it were good a...ail-hi t the assets of the
company that the order ought to havee Emited the liability
of the shareholders to the debt to the unpaid portions,
if any, of each shareholder's shares, aid as Mr. Gwyn
bad raid in full that this would be in_ erect to exonerate
him from the debt. To show that, the bill was void
they referred to the 7 and 8 Vic., c. no, s. 45, the
Joint Stock Companies Registration Aet, which pro-
vides three requisites to render any notes of such a
company valid. It was not signe4l expressly 4, on
behalf" of the company, and it wan not " counter-
signed," although it may have been " entered " ac-
cording to the requisites of that act. On this point they
cited " Eddison v. Collinridge," 9 C. 8., 571, and
" Allen v. The Sea, Fire, ant Life Assurance Com-
pany," in the same volume. On the second objection
they alleged that this being a jok t-stock company every
person was bound to know what powers the directors
had to bind the company or its sLurfeholders before he
b;id transactions with them, an-d,tha I; as every company's
deed 'most provide limitation of tile powers of the
directors ii they should be .anthorisi id to issue any note
at all, Messrs. Balfour and Company. in this case must
be held to have had express notices that the deed of
settlement'of this company only auth oribed the directors _
to charge the subscribed capital, and nothing more, to
the creditor. In support of these propositions a great
number of cases ware cited to the court.
Mr. Malins and Mr. Roxburgh apzeared for the offi-
cial Manager.

No. 4,020.
5001.

Mr. Prior and Mr. Maynard supptcrted the Master's
certificate. They submitted that \ the sort of bill
which on behalf of the motion it was cvntended that this
note must be taken to be was, in fact, kot a note ;.that
a promissory note is a promise absoluti ly to pay ; and
that if either on the face of the note, or by application,
a particular fund only is appropriated to the payment,
that is a restriction of the general promise to pay, a
proviso repugnant to it, and that it must go for
nothing. •
After a lengthened argument in support of the Mas-
ter's certificate,
Mr. Justice Manle said that this was a case that
vim not so clear to him as to render it proper to
he decided in this court, so -as to take it out of the
ordinary jurisdiction of a cotxt of common. law. He
thought the argument that had, been adduced to them-
on both sides was quite sufficient to convince him that
this was not a case to be determined by any other tribu-
nal than that of a judge assisted by a jury, in the way
pointed out by the constitution with a regular appeal
to the highest tribunal. Holding this opinion, he did
not think it necessary to go into the questions of law
which -vere raised at the bar. He should therefore sub-
mit tin t the Master's certificate should be varied' by
allowing' Messrs.. Balfour's claim, as a claim only with
liberty to them to take such proceedings to enforce their
claim as they may be advised.
The Vice-Chancellor said he entertained precisely the
same opinion, and adopted the. learned judge's conclu-
sion, and the order was made accordingly.

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