The Sun.
London, England, 1841-11-13 00:00:00

COURT OF EXCHEQUER, Nov. 12.

At the sitting of the Court this morning the Right
Hon. Henry Goulburn came upon the bench in his
robes of office, and took the oaths of allegiance, &c., ap-
pointed to be taken by any one appointed to the office of
Chancellor of the Exchequer.

DALY V. THOMSON.

The LORD CHIEF BARON read over the notes taken by
him upon the trial-of this case, from which it appeared
that the action was brought against the Secretary of the
Anti-Dry-Rot Company, for not registering the defen-
dant as the proprietor of 20 shares, of which he had
purchased the scrip certificates. The Company was to
have a capital of 250,000/., divided into 10,000
shares, which the Directors were obliged to re-
gister in a book kept for the purpose. It ap-
peared that there was a Director named Ferry, who
in fraud of the Company re-issued a vast number of the
scrip certificates after they had been registered, and after
the register was full. Upon the fraud being found out,
Ferry absconded, and it had an immediate effect upon the
market ; from 13/. 10s. the shares fell to 3/. 10s. The
defendant bought the shares at the latter price; and after
full notice of the fraud had been given, and brought to
his notice, when he went to the office, the defendant
informed him that the register was full. He therefore
broughAhis action for the refusal to register the shares he
held. „At the trial his Lordship thought the plaintiff
could not maintain his action, and directed him to b e
nonsuited.
Mr. ERLE in the early part of the Term obtained a rule
nisi to set the nonsuit aside.

Cause against that rule was now shown by Mr. KELLY
and Mr. B'rLES. They relied on the Act of Parliament,
which constituted the count, by the provisions of which
the Directors were bound to enter and register 10,000
shares and no more ; this they had done, and they had
no power to do more. The plaintiff had evidently in-
tended to take advantage of the fraud of Ferry, for he
was aware of it • he knew before he purchased that the
register was full, and if the plaintiff had any remedy
at all, he had misconceived it by bringing his action
against the Secretary for not registering. Probably he
might maintain his action against the Directors, whose
names were appended to the certificates, fur the fraudu
lent re-issue of the shares, but under the circumstances
they submitted that the nonsuit was right, and ought
to stand.
Baron ROLYE—Suppose a
person had purchased ten
shares on the day after the passing of the Act, and neg-
lected to register them until the 10,000 were filled up,
would he have no remedy-?

Uli
not go that length ; he had assumed
thaAtlrt.hleiF. lc co 1
LLO
,(v;0 shares had been properly registered. In
this tno, it was to be borne in mind that the plaintiff
had brjught after notice of the fraud, and at a low price
consequence of it.
Baron PARRS---W aa it not the duty of the defendant
to show that the plaintiff had no right to register upon
the certificate he -held ?

MI. KELLY hoped that would not be laid down as
law ; for how would it be possible for the defendant to
call the owners of the 10,000 shares, and that would be
the only way the defendant could show that fact. He
would raise another point which, if he was driven to it,
must, he thought, be decisive against the plaintiff—he had
not proved his title. He denied that a title was conferred
by the mere passing from hand to hand of the certificate,
which for such a purpose was a mere piece of waste
paper. It watt not proved that any writing passed at the
purchase of the scrip, therefore there had been no legal
transfer of the shares.
The COURT said it had been decided in the Exchequer
Chamber, in the case of a Railroad CoMpany,lhat certi-
ficates in a public Company passing from hand to hand
conferred a title.
would
down be astonished
a rulethat to
anhear
Mr. KELLY could not properly meet the point, because
the case referred to had not yet been reported, but he
aeco
interest
inland might
that their Lordships
laid pass
without a written instrument.
Mr. WATSON, in
rdsupportg o
to
tfhe the rule,
r
ment and many decided
cases, the plaintiff had
of
Parlia-
ment
acquired a competent title by the mere transfer of the
scrip. The . mere question before the Court was upon
whom the onus probandi lay of proving that the ten
con-
tendedrli-
a that both
thousand names entered in the Register were
bona fide members of the Company or not. It
was clear that it was for them to prove that the plaintiff
had no claim to be registered, because he made out a
prima. facie ease, by Producing ii—certificate signed
by three of the Directors of the Company, appointed