The Sun.
London, England, 1839-11-23 00:00:00

of the last plea as to mis-application of the calls.
This, he argued, fell not at all within the scope
and proper object of the motion. It was a mere " fish-
ing" plea—to inquire into the proceedings of the Di-
rectors—to put in issue all the expenditure—a (Id all
the measures of their management. That ought not
to be attempted collaterally by such an action.
The Lord Chief Justice TYNDAL—Are there not
general meetings of the Shareholders to discuss the
management of the Directors?
Sergeant WILDE—Yes, my Lord, with special
meetings, whenever required. Besides a Court of
Equity was open to relieve the proprietors from mis-
application of funds. The whole question of the ma-
nagement of the Company can never be satisfactorily ,
discussed before a Judge at Nisi Prins.
The Lord Chief Justice TYNDAL—Oh! I don't see
how you can try it.
Sergeant WILDE—Just to show what would be the
consequence. Your Lordships will see that one point
is an alleged deviation from the Parliamentary line.
There would be put in issue, every curve, every yard
along the whole line. Moreover, the question of im-
proper expenditure would bring into discussion every
single item of expenditure. He could not imagine
a more effective way of ruininc, a Company than becom-
ing a member of it, and then pleading such a plea as this
against the payment of calls. It was clear that the ob-
ject of the plan could only be delay. For example,
one plea was that fewer shares had been iussed by Di-
rectors than required by the Act, viz. 35,000, instead
of 36,000. Upon the whole, the Learned Sergeant sub-
mitted that these pleas did not at all come within the
meaning of the Act.
Mr. CROMPTON appeared for the defendant Wilson,
(Mr. COWLING for Fairclough), and argued that the
defendants were entitled to have the pleas.
Lord Chief Justice TYNDAL asked if the object of
the defendant would not be equally answered by being
permitted to raise the question on the general pleas.
Mr. CRIIMPTON—We wish to put them on the re-
cord, to see what the plaintiff's notices are.
Lord Chief Justice TYNDAL—That rather falls
within the notion on the other side, that it is a
" fishing" plea.
Mr. CILUMPTON said, if their Lordships did not think
the notice pleas could not be sustained—
Lord Chief Justice TYNDAL—I certainly think not.

Mr. Carr MPTON—Then we shall be happy, my Lord,
to adopt your Lordship's proposal of bringing them
under the general pleas. The Learned Gentleman then
went on to argue that the last plea was good, because
the Directors' right to make calls was conditional
upon their application of the funds being conformable to
the Act.

Mr. COWLING, on the same side, remarked that an
hour and a half's argument on the admissibility of the
pleas, proved at least that they were debateable, and
therefore admissible. The deviation plea had already,
he knew, in one or two cases been admitted.
The LORD CHIEF RISME, in giving judgment, said
the Court considered they had in their discretion to
disallow such pleas as did not raise the real justice of
the case and only produced expense. The notice pleas
were quite unnecessary ; they would be raised on the
general issue. Then as to the deviation plea, it raised
a question far too extensive and too complicated to be
decided properly at nisi prius, and which it was never
intended by the Act should be discussed in an action
for calls, in which action it was enacted that the fact of
being a shareholder, and of the calls having been due,
should be sufficient for the plaintiff's case. It was never
intended that on such an action the parties should dis-
pute a hundred points in the management, which should
be settled at the meeting of proprietors. As to there
being less shares issued than the required number, why
the Act did really vest the 36,000 shares in the Com-
pany, and they were really in existence even if not ap-
propriated or forfeited.

SOUTHAMPTON DOCK COMPANY V. RICHARDS.

Mr. Sergeant TALFOURD said this was an action
brought by the Company against the defendant, to re-
cover the amount of two calls, amounting to 2/. lOs. on
40 share=. The case was tried at Guildhall, before Mr,
Justice Erskine, and the verdict was for the plaintiff.
By the Act, it appeared that the production of the
share book and the proof of the call should be prima
facie evidence of the debt. The Learned Sergeant
had unsuccessfully objected to the evidence at the trial,
lie now moved for a rule to show cause why there
should not be a new trial, on the ground of the insuffi-
ciency of the evidence by which the case had been
proved.—Rule nisi granted.