The Sun.
London, England, 1865-01-28 00:00:00

Charge against a Limited Liability

Company.

At the Mansion-house police-court yesterday, the Little
Hampton, Havre, and Honfleur Steamship Company
(Limited), of 4, Arthur-street East, City, were summoned
before the Lord Mayor, upon the complaint of Mr. James
Ellis, of No. 61, Basinghall-street, that they being a com-
pany under " The Companies Act, 1862," and having capi-
tal divided into shares, unlawfully did make default in com-
plying with the provisions of sec. 26 of the said act, with
respect to forwarding the list of the members of the said
company, and the summary of particulars thereby required
to the Registrar of Joint Stock Companies, contrary to seo.
27 of the said act.

Mr. Lewis, jun., appeared to support the complaint, and
Mr. Poland, barrister, for the defence.
The summons was originally returnable on Thursday,
and when called on Mr. Poland applied to have the hearing
adjourned, upon the ground that an order had been made
by the Master of the Rolls to wind up the company under
the Compulsory Act, and on the previous day the parties
had attended before the registrar that the order might be
made out, and under the circumstances he contended that
while these proceedings were pending, the Lord Mayor had
no jurisdiction.

The Lord Mayor, however, decided that he had juris-
diction, and said he should hear the summons.

Mr. Poland protested against the jurisdiction, and said he
should, therefore, decline to appear to the summons, and
withdrew.

Mr. Lewis then proceeded to open his case, and in doing
so he went into the circumstances under which the com-
pany was formed, and it appeared that it was originally
started in June, 1863, and was registered in July in the
same year. The capital, according to the balance-sheet
that was published to the public, was £7,492, in shares
of £lO each, £1 of which was paid up. Mr. Lewis
proceeded to detail the items in the balance-sheet,
one of which was £7,000 for promoting and prelimi-
nary expenses, leaving but a few hundred pounds to trade
with. Lithe course of the past year they got into debt to the
extent of £4,000, and when the balance-sheet was published
it was quite time that the gentlemen interested presented a
petition to the Master of the Rolls. At a general meeting
of the shareholders a resolution had been passed to wind up
voluntarily, which, if carried out, would, he said, have
stifled every inquiry into the matter. The Master of the
Rolls, after hearing the facts, gave a very decided opinion
as to the course he intended to pursue, which Mr. Lewis
hoped, would be to bring back some of the £7,000 from the
pockets of those who had the benefit of it.

The Lord Mayor asked who was the promoter of the
company ?
Mr. Lewis said, a gentleman named Elborough ; but he
did not propose to mention the names of the directors. He
proposed to show that a proper list of the members had not
been deposited at the registrar's office.
Mr. Spice; the clerk in the office of the Registrar of Joint
Stock Companies, was called, and said the Little Hampton,
Havre, and Honfleur Steamship Company (Limited) was
registered in July, 1863, and on the 17th January, 1865, the
company sent a list of shareholders. It showed the amount
of shares paid up to be £7,495, and the amount of shares
forfeited none. The total number of shares registered were
392, of which 235 stood in the name of Mr. Elborough. He
could not say when the general meeting was held, but if the
list had not been sent in before the expiration of the 14
days after the general meeting it would not be received.
There was no one present toprove that the meeting was
held, and the proceedings were adjourned until yesterday,
when Mr. Poland appeared to answer the summons, although
he said he did not waive the point as to the jurisdiction.
Mr. Felix Henry Wood was called, who said he was the
secretary to the Little Hampton, Havre, and Honfleur
Steamship Company, and had been secretary two or three
months. He succeeded Mr. Griffiths, who was preceded by
Mr. Elborough. He produced the minute book containing
the proceedings at that meeting.
Mr. Lewis remarked that there were only two entries in
the minute book.

Witness, in answer to Mr. Lewis, said he had not a list
of those present. Mr. Bartman, of 38, Gracechurch-street,
was the chairman. That was the meeting at which the
balance-sheet was passed. He did not know how many
shareholders were present.
Mr. Poland wished to ask Mr. Ellis a few questions, but
he was informed that that gentleman was not present ; but
Mr. Lewis said if Mr. Poland would tell him whathe wanted
to know he might be able to admit it.
Mr. Poland said he wished to know whether it was true
that Mr. Ellis was not an original allottee, but held scrip
certificates from another shareholder; that he had never
applied in writing to be put in the register ; and that he
was the person who filed the petition to wind up the com-
pany, all of which Mr. Lewis admitted was perfectly true.
Mr. Poland then proceeded to address his lordship, and
mid he would not trouble him with the question as to juris-
diction ; andin reference to what had been said by Mr. Lewis
in respect of the disposal of the £7,000, he might say that
the directors would not flinch from an investigation into
the way in which it had been expended, at the proper time.
It was a matter quite irrelevant to the question at issue,
the only question being whether or not the register had
been sent in according to the requirements of the act of
Parliament. The company was started for the purpose of
establishing a large traffic between Littlehampton and
, Havre and Honfleur, and as it was a new business, of course
required capital to carry it out, and must be at first trans-
acted with some loss ; but if sufficient capital could have
heen obtained it would no doubt have succeeded. Being a
new scheme it was no doubt difficult to get capital, and the
shares being £lO each, it was thought better to issue scrip
certificates, which could be transferred from hand to hand,
and he read one of the articles of association to that purport.
Mr, Lewis said that in the interpretation clause it said
that the shareholders should include scripholders as well as
members.

Mr. Poland said nevertheless the holders of scrip were
not members of the company. The answer which he had
to the charge contained in the summons was, he said a
bona fide one. He said that when scrip certificates were
supplied the parties were not registered as members until
they had sent in a written application for that to be done,
and until they were registered he contended that they could
not in any way be said to be members of that company.
The question was who was to be put on the list ? The list
was made out and deposited on the very day required ; but
the directors, wishing to comply with the act, had taken
opinion of Mr. Carr, the solicitor, upon the matter, and he
was of opinion that all the original allottees ought to be in-
cluded as members of the company on the 10th January.
The question was discussed, and the opinion of Mr. Horace
Loyd, a gentleman of reputation, was taken, and he stated
that ho was of opinion that inasmuch as the scrip might
have passed out of the hands of the original allottees, they
ought not to be included as members of the company on
January 10, as it might prejudice their rights. Then, again,
the holders of the scrip could not be included, as the scrip
might have passed through many hands, and the present
holders not having brought in their certificates, or given
notice in writing to be placed on the list, perhaps could not
be found. Acting upon this opinion, the directors, as they
thought, complied with the act of Parliament, in sending
the list of the registered members as they appeared from
their books. That a mistake might have been made he
allowed was possible, but he submitted that they could not
willingly infringe the act ; and to show that the directors
had acted in a bonkfide manner he should call Mr. Carr,
the solicitor to the company.
The Lord Mayor asked if he was to understand from Mr
Poland that the scripholders were not liable for the just
debts of the company ?
Mr, Poland thought the original allottees were liable.
The Lord Mayor said that was something at variance
with Mr. Poland's argument.

Mr. Poland said they were, he thought, liable, although
they could not be said to be members of the company.
Mr. A. Carr, 25, Rood-lane, solicitor, was then called by
Mr. Poland. He said he was the solicitor to the Little
Hampton, Havre, and Honfleur Steamship Company Com-
pany (Limited). He was consulted as to the making out
of the list of the members of the company, and at his request
a list of ithe whole of the allottees was prepared. It was
his impression that the whole of the allottees, including the
members of the company, should go. There were some
doubts as to that, and the opinion of counsel was taken ;
he prepared a case for the opinion of Mr. Horace Loyd,
and after that, instead of a list of allottees a list ,of the re-
gular shareholdrs, about 19 in number, was sent in, the
number of shares represented being 300 or 400. The order
for winding up the company had been made, but had not
been served.

In answer to Mr. Lewis, Mr. Carr said he had acted as
solicitor to the company since its commencement, and drew
up the articles of association, and the one with regard to
the scripholders. There was a petition filed to wind up the
company; and at a general meeting a resolution was passed
to wind up voluntarily, but it was before it was known that
the petition had been filed. He could not tell how many
members were present at the meeting. By the articles it
required five to make a quorum. There were more than five
present, but ho could not say how many there were. He
know the meeting was legally constituted.
Mr. Lewis addressed his lordship upon the point of law
raised by Mr. Poland, as to whether or not the original
allottees were to be considered as members, and he con-
tended that they were clearly so.

The Lord Mayor said he certainly thought the public
ought to have some protection, and that a proper list of
shareholders ought to be made out, that it might be ]mown
who was liable for any debts incurred. However, it was a
matter which had been very properly brought forward, and
would show the public how some of the now companies
were got up.
Mr. Poland, in answer to Mr. Lewis, said that the ques-
tion was whether or not the Act of Parliament had been
infringed, and if so he contended that the evidence of Mr.
Carr showed a desire on the part of the directors to comply
with the act, and if there had been a mistake it had not
been done with the intention of violating the act.
The Lord Mayor said he had taken the opinion of Mr.
Oke, and should decide upon his advice, although it would
be against his own opinion.
Mr. Oke said the opinion he had formed was upon three
grounds—First, that the list of members mentioned in the
26th section of the Companies' Act, 1862, under which the
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