The Sun.
London, England, 1851-08-09 00:00:00

' 0
AUG <,
-6,4*
N°.18,371.] LONDON, SATURDAY 4. e %.13 y UST 9, 1

ALL POLICIES INDISPUTABLE.
ENGLISH AND CANIBRIAN ASSUR-
ANCE SOCIETY,

For Life Annuities, and Loans, and for Perpetuating Leasehold and

Cop whold Property.
Chief Office-9, NEW V.ItIDGE-STREET, Blackfriars, London.
DIRECTORS.
CCOrge M. "Murray, Esq.
Charles Stewart, Esq.
Daniel Wane, M.D.
William Whitelock, Esq.

_Nathaniel Bland, Esq.
John Boyd, Esq.
James 'yenning's, Esq.
Isaac Bailie, Esq.

. .
AUDITORS.
G. 11. Hodges, Esq , her Majesty's Stationery-office.
E. L. Middlemist, Esq., 13, Great Cor.un-street, Russell-square.
B. Williams, Esq. (Barnett, Hoare, and Co.), G 2, Lombard-street.

PHYSICIAN.
Daniel Wane, M.D.
SURGEON.

Henry Charles Johnson, Esq., F.R.C.S., Surgeon to St. George's
Hospital.
STANDING COUNSEL.
Her Majesty's Attorney-General.
SOLICITOR.
Henry Wickens, Esq.
CONSULTING ACTUARY.
W. S. B. Woolhouse, Esq., F.R.A.S., F.A.S.
" Declined" Lives taken at equitable rates.
Life Policies " indisputable" and not liable to forfeiture.
Policies granted from 20/. to 5,0001.
Medical men remunerated in all cases.
Immediate, survivorship, and deferred annuities and endowments
on the most advantageous terms granted.
Loans granted on undoubted security of every description, upon
more advantageous terms t the borrower than in any other oflice.
Claims payable three months after satisfactory proof of death.
Prospectuses, with the report, may be obtained from the Manager,
or from the Agents. . .

C. W. BEVAN. Resident Manager and Actuary.
N.B.—Agents and Medical Referees wanted in the country where
none have been appointed.

CLERICAL, MEDICAL, AND GENERAL
LIFE ASSURANCE SOCIETY.

Notice is hereby given, that the usual DIVIDEND of 5 per Cent.
(less income-tax) on the paid-up Capital en the Shares of the Society,
will be payable at this office, on and after WEDNESDAY, the 20th day
of August inst.
ACT OF PARLIAMENT.—In consequence of the powers con-
ferred by an Act obtained in the Session of 145 the provisions of
which came into operation on the Ist of last month, advantages and
privileges will accrue to all persons now assuring to an extent greater
than can be derived from most other offices. The particulars arc set
forth in a Report and a new Prospectus, to be procured (free of ex-
pense) by addressing a line to
GEO. H. PINCKARD, Resident Secretary.
99, Great Russell-street, Bloomsbury, London.

GUARDIAN FIRE
A.NCE CO:
No. 11, LOMBARD
DIRE,
THOMSON HANKEY,
Sir WALTER R. FARQUIIA
Henry Hulse Berens, Esq.
John Dixon, Esq.
Francis Hart Dyke, Esq.
John Harvey, Esq.
John G. Hubbard, Esq.
George Johnstone, Esq.
John Labouchere, Esq.
Johns Loch, Esq.
George Lyall, Esq.

AND LIFE ASSUR-
,MPANY.
)-STREET, London.
:CTORS.
, jun., Esq., Chairman.
LR, Bart. Deputy-Chairman.
Stewart Marjoribanks, Esq.
John Martin, Esq., M.P.
Rowland Mitchell, Esq.
James Morris, Esq.
Henry Norman, Esq.
Henry R. Reynolds, jun., Esq.
John Thornton, Esq.
James Tulloch, Esq.
Henry Vigne, Esq.
'TORS.
1. W. Robarts, Esq. Henry Sykes Thornton, Esq.
Lewis Loyd, jun., Esq. I John Henry Smith, Esq.
Acrusav—Griffith Davies, Esq., F.R.S.
LIFE DEPARTMENT.—tinder the provisions of an Act of Par-
liament, this Company now offers to future Insurers four-fifths of
the Profits with Quinquennial Division, or a law Rate of premium
without participation of Profits.
The next division of Profits will he declared in June 1855, when
all participating policies which shall have subsisted at least one year
at Christmas, 1854, will be allowed to share in the profits.
At the several'past divisions of profits made by this Company, the
reversionary Bonuses added to the policies from one half the profits
amounted, on an average of the different ages, to about 1 per cent.
per annum on the sums insured, and the total bonuses added at the
four septennial divisions exceeded 770,0001.

AUDI'

FOREIGN' RISKS.—The extra Premiums required for the East
and West Indies, the British Colonies, and the northern parts of the
United States of America, have been materially reduced.
INVALID LlVES.—Persons who are not in such sound health as
would enable them to insure their Lives at the Tabular Premiums,
may have their Lives insured at Extra Premiums.
LOANS granted on Life Policies to the extent of their values, pro-
vided such Policies shall have been effected a sufficient time to have
attained in each case a value not under 501.
ASSIGNMENTS OF POLICIES—Written Notices of, received
and registered.

GEORGE KEYS, Secretary.

PARIS FETES in HONOUR of the GREAT
EXHIBITION of 1851.
A very snlendid Number of the ILLUSTRATED LONDON NEWS
will be published on SATURDAY next, August 9, contsuning En-
gravings of the Principal Scenes of the Grand Entertainment of Eng-
lish Visitors at Paris during the week. Special arrangements are
made for an Original Report of the proceedings, published on a se-
parate Half-sheet, gratis. The account is by the most eminent
writers of the day, sent especially for the occasion. Price of the
Illustrated London News, with Exhitiition Supplement, and Half-
sheet gratis, One Shilling. One Hundred and Four Columns, with
Sixty Engravings!
Orders received by all Booksellers and Newsmen.
Office, 198, Strand.

ALL S 0 PP'S EAST INDIA PALE and
other BURTON ALES.
The public is respectfully informed that these favourite Ales may
be had Genuine, in Casks of lg Gallons and tr,wards, at their respec-
tive Stores as under, where also a List of the Bottlers may be ob-
tained:—

The Brewery, Burton-on-Trent.
Stores, 61, King William-street, City, London.
Cook-street, Liverpool.
Higt street, Birmingham.
The Exchange, Manchester.
33, Virginia-street, Gla.cgow.

R. 1". Cll PLAYS. ST. JAM-'.S'S
THEATRE.
The Last Week of the Season, and of Monar. Bouffe's attrac-
tive Performances.
Mr. MITCHELL respectfully announces that the present Season
of French Plays will terminate by M. BOUFF E'S Engagement.
FINAL ARRANGEMENTS.
MONDAY, August 11.— MICHEL PERRIN*. Michel Perrin,
M. Bouffe.
WEDNESDAY, August 13.—LA FILLE DE L'AVARE.. Gran-
det, M. Bouffe.
FRIDAY, August 15.— LE GAMIN DE PARIS. Joseph, M.
Bouffe; Le General, M. Lafont.
Boxes, 55.: Pit, 38. ; Amphitheatre, 2s.

ROBIN'S 275th, 276th, 277th, 278th, 279th,
280th, and 281st appearance.
Unprecedented and triumphant success, nightly before delighted
and overdowing audiences, at his elegant Salle, 232, Piccadilly,
opposite the Haymarket.
At Eight o'clock, every Evening, Mons. and Madame ROBIN
will repeat, by unanimous desire, their inimitable SOIREES
PARISIENNES and FANTASTEQUES, with an entirety New
Programme, which contains all the delusions performed by com-
mand before her most Gracious Majesty the Queen on the Throne,
at Windsor Castle on the 25th of April.
Every WEDNESDAY, at Hall-past Two o'clock, a MORNING
PERFORMANCE.
Box Office open from Eleven till Five.

The GREAT EXHIBITION and the ROYAL POLYTE CLINIC

INSTITUTION.
All the most interesting Deposits at the Great Exhibition will, in

turn, be lectured on at the
ROYAL POLYTECHNIC INSTITU'TION
The present Lectures are on the Chemistry of the Minerals
at the Great Exhibition, including the precious Gems, C,ustalisa-
bons, &c., by J. 11. Pepper, Esq. - Popular Lecture by Dr Bac,hhoffner
on the recent Total Eclipse of the Run, with splendid Diagranas, show-
ing, the appearances which actually occurred on the line of 'Totality.
—The Rotation of the Earth, exhibited by Foucault's Experiments.
—The great economy of Cooking by Gas explained.—A Lecture on
the History of the Harp, by Frederick Chatterton, Esc., with Vocal
Illustrations.—Two Series of splendid Dissolving Views.—lttver and
Living Bell, &c.
Admission, ls. ; Schools, Half-price.
Open daily from Half-past Ten to Five, and every Everilig front
Seven till Half-past Ten.

LAURENT'S GRAND CASINO,
Licensed by Act of Parliament.
GYLL ROOMS, GREAT WINDMILL-
3TREET, ST. JAMES'S.
~vie Leskee, Charles Emile Laurent, jun., 57, Brompton-il quare.)
OPEN EVERY EVENING,
With LAURENT'S UNRIVALLED BAND.
Principal Cornet-a-Pistons, M. Boulcourt.
D( ors open at Half-past Eight o'clock—Dancing to cornea "inch at
Nine and terminate at Half-past Eleven o'clock precisely.
Admission, One Shilling.

'. ATTY'S GRAND NATIONAL
a' HIPPODROME, Kensington.
OPEN DAILY.
Great and overflowing success of the present grand entertriinments
which continually command brilliant and crowded audiences ,o wit-
ness the most novel and exciting anausemeirs over presented to the
public, by the Male and Female Equestrians.
Doors open at Five. Performance to commence precisely at Six.
Private Boxes - --- . .£1 Is. 0.1..
Admission to the Reserved Seats - - 3s. 01.
First-class do.
Second do.
Third do.

CRE 11 R N E.—Admission, One Shilling
Children, Half-price.
Re-engagement of Franconi's Equestrian Troupe.
The Four o'clock Performance is free from any charge..

THIS DAY— The Feast of Roses.
At Four o'clock in the Afternoon, and half-past Eight
Franconi's celebrated Equstrian Troupe, from Le Cirque N ational
de France, no charge made for the Four o'clock performance.
13osisto, the cerebrated composer of da,:cing music, c(.O-
- the great Cremorne Band, and will execute :all the
music which he composed and conducted at her 3f., ajesty's
Ball at Buckingham Palace. Exhaustless entertainments as tily, in-
cluding the Bosjesmans or Bush People, Deulin's Ballet the; Star of
Ilsauty, the Ethiopian Sertnaders, the double-sighted Youth,
Cantello's Egg-hatching, the Bowling Saloon, &c. Doors open at
half-Past Two, admission Is., Children half-price. The Hot el affords
every accommodation for private and public dinner and sump er par-
ties. Steam-boats and omnibuses nightly after the enterta it iments,
the transit being superintended by Directors. Fare, 4d. b:y Boat,
and 6d. by Omnibus.
On Sunday the Gardens are open in the afternoon for refr et hmet?t,
admission by refreshment card 6d. Table d'Hote at Four :and all
o'clock, 2s. 6d.

O fSfFIRafTTL CS Y
DiEDICAL ADVIYCOGrOTN):I TANI MBEACTREIIRT EITY.
With Plain Directions ibr their Prevention and Cull
FIFTY COLOURED ENGRAVINGS ON STEEL.
Just published, in French, English, German, Dutch, Spent and
Italian, in a healed EnVolope, 25. 6d., or post-free,
1t
em
the
Author, for forty-tWO StatcPs,
SELF-PRESERVATIOIz;
Medical Treatise on the Physiology of Marriage, and ,on
the Secret Infirmities and Disorders of Youth and Maturity
usually acquired at an early parted of life, which . destroy
the physical and mental powers, diminish and enfeeble this netuira
feelings, and exhaust the vital energies of Manhood ;
with ractical
Observations en the certain Prevention and successfid Treats nent of
sNiefirvetouusre,Deenbd all illty,DLizcaalsesanadadCDoonsrangtitnetiraoennalts Wreseulaktninegssfr, e, n Innis.
cootie% as adopted by Lallemand, Ricord, and other ernim 1 mem-
bers of the faculty in France. With Fifty coloured En 1
ravings,
he.
illustrating the Anatomy, Physiology, and DtleaSeS of he
productive Organs, explaining their structures, uses, and lb neighs,
and the various injuries that are produced in them 109' solitary
habits, excesses, and infection.
BY SAMUEL LA'MERT,
37, BEDFORD-SQUARE, LONDON.
Doctor of Medicine. Matriculated Member of the Universit? Edin-
burgh, Honorary Member of the London Hospital Medical Society,
Licentiate of Apothecaries' Hall, London, Member of the a anterian
Medical Society of Edinburgh, &c., f4c.
This work contains a plain and complete description of the ana-
tomy and physiology of the reproductive organs, and of their relative
conditions in health and disease. Dr. La'Mert, who has taken the
highest medical honours, as evidenced by the diplomas and testimo-
nials inserted in the work, is the only legally qualified medical man
who has exclusively, and for many years, devoted his studies to
the treatment of these complaints. He may be consulted with ad-
vantage by all those whose constitutions may have becons a debili-
tated through secret practices acquired in youth, or by the excesses
of later years, whereby the pleasures of life are marred, the objects
of marriage frustrated, and existence itself rendered a term of un-
ceasing misery and regret.
Published by the Author, and may he had of J. Gilbert, 49, Pater-
noster-row • Hannay, 63, Oxford-street; Stacie, Titchborno-street,
Haymarket; Gorden, 146, Leadenhall-street ; Mann, 23, Cornhill,
or free by post for forty-two stamps, from the author's residence, who
may be consulted .on these disorders personally, or by letter, daily,
fr49.te4 tul two' mai OM OE till light.

TIIE NEW NAUTICAL RONIANCE.
Now ready, at all the Libraries, in 3 vols..
RALPH RUTHERFORD.
By the Author of " The Petrel."
" Admiral Fisher's Ralph Rutherford is an admirable romance
an interesting addition to our stock of national literature." —Post.
"Admiral Fisher's interesting nauLLal tale of I:alph Rutherford is
a worthy memter of the Marryat eass, full of animztted scenes, se-
rious and droll, with the halo of a love story thrown around It.
Titre are passages and incidents which Tom Cringle might have been
proud to have described."—United Service Gazette.
Colburn and Co., Publishers, 13, Great Marlborough-street.

MR. RUSKIN'S NEW PAMPHLET ON ART.
Now ready in Bvo., price 23.
pRE-RAPHAELITISM. By the author of
" Modern Painters."
London: Smith, Elder, and Cot 6',, Condilll.
*,,* A New Edition (the Fifth) of 'Modern Painters."
Volume the First is just ready.

CULVERWELL'S NEW WORKS.
To be had of Sherwood, 23, Paternostor-row ; Carvalho;
;47, fleet-street; Mann, 39, Cornhill; or direct from the author,
gigs Ono Shilling each ; by post, Is. fid.
ENJOYMENT OF LITE.

"Health, Recreation, and rational Use of Time."
Courmi-Ts:—Early Rising—Sprimg and Summer Mornings—Ex-
:anions about the Environs of Loudon—The Parks, Lanes, Rills,
Forests, Fields, High-roads, and other pleasant places—Country
Clips and Ramifies—The Sea—London at Night—Evening. at Home
—Music—The Drama—On Eating, Drinking, Sleeping, Bathing, Air,
zest, Easo, Occupation, &c., AD°.
11.
fIiAGMENTS rnom TRE MOUNTAINS. Two Vols.
Vol 1.

M VISIT TO THE LAKES; vgiCETCH OF EDINBURGH, &c.

Vol. 11.

LAKES 07 KILLARNEY; REMINISCENCES C 7
DUBLIN, &o.
111.
WIIAT TO EAT, DRINK, AND AVOID.
"That three seoro years and ten our course may run."

A. popular review of almost every form (cause and cure) of ner-
;onsly-debilltated health and enfeebled constitution, that harasses
ha young, besets tho man of pleasure, business, or study, and em-
)itters old age, with tables and rules for the diet and physical rep-
ttion of every-day life.

THE PASSIONS.
What passions hurt the body—what improTC,
Truths as refined as Athens ever heard."
. _

Ruis.nan : -Lite's pilgrimage, from infancy to old age. The advent
of t`le pensions. Chastity and its infringements. The casualties of
lic mtiousness and dissipation, with illustrations, graphic, narrative,
aid reiLediative. Advocacy of early marriages.:
V.

TILE MARRIAGE STATE.
" To be or not to be, that is the question."

soG:tasock :—Laws and obligations of nature, society, and re-
li,tion regarding marriage, to be observed by either sem. Time and
.hoice, on both sides, as to age, temperament, complexion, and
igure, to secure healthy offspring, with the art of rearing them.
Physical defectiveness and its removal. Sterility and its conversion.
Oases, C.
By R. J. CULVERT/ELL, Zd.D. (1841), Id.R.C.S. (18:7), L.S.A.
1824), liventy-fivo years VA.:heal and 'i'orciasie Referee in these
/ado's; Roteption hair/ lsolv till tom. Itveninzs. seven till nine.
In trayll-sleee. Reeens-.tree

LAW INTELLIGENCE.
HOUSE OF LORDS, August 8.
The House assembled this morning shortly after
nine o'clock, for the purpose of delivering judgments
in some of tho appeal cases that have been argued at
the bar of the House during the present session. The
Peers in attendance were the Lord Chancellor, Lord
Cran worth, Lord Beaumont, and some others.
TIIE WINDING-UP Acrs.—namtcr v. EUTTON.-

HUTTON V. URIGIIT.
It will be recollected, from the report of these
cases, which appeared in our columns on Thursday
last, that they were appeals against the decrees of the
Vice-Chancellor Lord Cranworth, The cases were
argued on Wednesday upon the earnest entreaty of
the parties, in order, if it were possible, that they
should obtain the opinion of their Lordships prior to
the prorogation of Parliament.
The LORD CIIANeiLLon now, after entering into a
description of the qUestions at issue, said, that with-
out doubt these were most important cases in refer-
ence to any rules which might be laid down as to the
extent of liability which was undertaken by a
person who became a provisional committeeman
and a shareholder in a railway company, and
falling within the principle which that House
had laid down by its decision in the case of
Norris v. Upfill. The Noble.- and Learned
Lord Cranworth and himself ,had used their
best efforts with the view to dispose, of these im-
portant cases at once, but it had happened that they
had been unable to accomplish tht.f, end with any-
thing like satisfaction to themselves. Therefore, not-
withstanding their unwillingness to arrive at such a
conclusion, the cases must remain undermined until
next session. It bad been the object in hearing the
arguments in these cases to obtain a construction of the
winding-up Acts, but that construction 'it appeared,
their Lordships could not gain without the aid of the
Learned Judges, all of whom were engaged in their
respective circuits. The judgment must therefore
stand over.

Lord CRANWORTH was of the same opinion as that
just expresaed by his Noble and Learned Friend the
Lori Chancellor. The decision of their Lordships in
these cases must be postponed for the present year.
The questions which were involved in these cases
were of the utmost nicety, and not without consider-
able difficulty; and, therefore, as the judgment upon
them to be pronounced by that House was intended
to constitute a guide to the Masters of the Court of
Chancery in disposing of the numerous cases before
them—cases which involved an immense amount of
property—he concurred with his Noble and Learned
Friend in the opinion that the cases demanded further
consideration. _

Judgment postponed accordingly.
NORMS V. COOPER.
HUTTON V. THOMPSON.

These two cases were also appeals arising out of an
order made by Master Brougham under the winding-
up Acts, and had come before the House on appeal
from a decree of Lord Cranworth, which had re-
versed the Master's order. The railway company in
the first case, which was in this instance to be wound
up, was the "Wolverhampton, Chester, and Birken-
head Junction Railway Company."
In the course of the judgment now given by the
House the Lord Chancellor went fully into the cir-
cumstances of both cases, and, as they are o± consider-
able importance to the railway interest, as well as to
the public at large, we give an abridged summary of
the facts in each case. in the first case, in the year
1845 a company was projected for making a railway
communication between Birmingham and Birken-
head, and to effect that object it was proposed to
raise a capital of 1,000,0001. by the creation of 50,000
shares of 201. each. The projected company was
provisionally registered, pursuant to the termsi of the
7th and Bth of Victoria', c. 110, by the name and de-
scription of "the Wolverhampton, Chester, and
Birkenhead Junction Railway Company." Plans and
sections, with books of reference, were prepared, and,
in conformity with the standing orders of Parliament,
were deposited at the offices of the Board of Trade,
and with the clerks of the peace of the several coun-
ties through which the said proposed railway was in-
tended to pass. A Parliamentary contract and sub-
scribere' agreement were prepared and engrossed, but
neither of them was executed by any party, and the
same were afterwards cancelled, in order to obtain a
return of the stamp duty. The expenses of obtaining
the said plans, sections, and books of reference, to-
gether with the charges of the several agents and
others employed upon the business of the company,
amounted to a sum exceeding 12,0001. Samuel
Haines, of Edgbaston, in the county of Warwick, was
called upon to pay, and paid, upwards of 5001. to-
wards the expenses of attempting to carry into effect
the objects of the said company. Thomas Upfill, of
Edgbaston, paid the same sum. Robert Wrightson,
of Wymeswould, in the county of Leicester, also paid
4801. Thomas Harris, of Highfield-house, Edgbat-
ton, paid 4801. ; and Edward Cooper, of Henley-in-
Arden, in the county of 'Warwick, likewise paid up-
wards of 4201. towards tlee same object. The said
Samuel Haines, Thomas Upfill, Robert Wrightson,
Thomas Ilarris, and Edward Cooper, were each also
respectively sued for debts owing by the company,
and an action is yet pending against Edward Cooper,
at the suit of William Stoughton Vardy, one
of the solicitors of the company. The company ceased
to carry on business on the sth of January, 1846, and
on the 26th of October, 1849, the said Samuel Haines,
Thomas Upfill, Robert Wrightson, and Edward
Cooper preferred their petition to the Lord Chancel-
lor, praying that the company might be dissolved and
wound up under the provisions of the Joint-stock
Companin' Winding-up Acts, 1848 and 1849, and
that it might be referred to one of the Masters of the
Court to wind up the affairs of the company under
the said Acts. The petition was heard on the 3d of
November, 1849, before the Vice-Chancellor cf
England, when it was ordered that the said company
should be dissolved and wound up, and that it should
be referred to the Master of the Court to whom it
was referred to wind up the Trent Valley, Chester,
and Holyhead Continuation Railway Company, to
wind up the affairs' of this company. Mr. William
Brougham was the Master to whom the said
matter eras ,referred, and the appellant was ap-
pointed the cfficial manager of the company
under the provisions of the said Acts. Trie
Master, on the 23,1 of June, 1851, made his certificate
in the matter, and in his settlement of the list of
contributories he included tile name of the present
respondent, William Cooper, jun., of Henley-in-Ar-
den, in the character of an allottee, who had applied
for and had had allotted to him 20 shares. The
Master's certificate also admitted that he had thus in-
eluded the respondent's name in the list of contribu-
tories, notwithstanding it bad been proved to him
that the required deposit of 21. 12s. 61 per share had
not been paid, as required by the terms of the letter
of allotment, nor had the respondent signed either
the subscribers' agreement or Parliamentary cohtract,
and that those documents had been regularly pre-
pared; yet they had afterwards been abandoned and
cancelled for the purpose of obtaining the return of
the stamp duty thereon. The respondent having re-
ceived an official intimation that his name had been
placed upon the list of the "allottee contributories,"
on the 24th ult. appealed against the certificate of the
Master. The appeal was heard before Vice-Chancel-
lor Lord Cranworth on that day, when it was or-
dered that the decree of the Master should be re-
versed, and that the name of the said 'William
Cooper, jun., should be expunged from the said list of
contributories of the company as such allottee.,
From this decree the present was the appeal from
the official manager.
In the second case, that of Hutton v. Thompson,
the appeal was made by the official manager of the
Direct Birmingham, Oxford, Reading, and Brighton
Rail way Company, under the Winding-up Acts,
against an order of Vice-Chancellor Lord Cranworth,
which, as in the above case, went to reverse the cer-
tificate and order of Master Brougham, by which the
name of Henry Thomas Thompson had been put on
the list of contributors. The main distinction between
the two cases was this—that while the respondent
Cooper did not pay any deposit, the respondent
Thompson not only accepted the allotment so made
to him, but paid the deposit on his twenty shares,
amounting to 521. 105.
This case presented an additional feature by the
wording of the letter of allotment. The outline of the
case was as follows :—A company was projected in
1845 to construct a railway frem Birmingham to
Oxford, and thence to Reading and Brighton. The
project was provisionally registered under the title
and style of " The Birmingham, Oxford, and Brigh-
ten Railway." A prospectus having been issued in
the accustomed form, the respondent Thompson, on
the 10th of October, 1845, applied for an allotment of
thirty shares. This application was responded to by
an allotment of twenty shares, intimated by the fol-
lowing letter:—
" Letter of Allotment. Not transferrable.

"Direct Birmingham, Oxford, Reading, and Brighton
Railway.
_ _

" Capita, 2,000,0001. in 80,000 shares of 251. each. De-
posit, 2/. 12s. 6d.
46 No. of letter, 8. No. of shares, 100.
" 46,,bluorgate• street, London, 18th October, 1845.
" Sir,—The committee of mansg,,emsnt have allotted
to you twenty shares in this undntaking, and I am di-
rected to request you will pay the deposit of 21. 12s. Gd.
per sha6.amoußting to 521. 10s., into one of the un-

dermentioned banks on or before Friday, the 24th day
of October, 1845, or this allotment will be null and void.
" This letter, with the banker's receipt appended
thereto, will be exchanged for scrip upon your present.
in; it at the offices of the company, and executing the
Parliamentary contract and subscribers' agreement,
veliLli will lie at the above offices en and aftr the 27th
of October, and notice will be given when the deeds
will ba sent into the country.
" I am, S:r, yc er ohedient servant.
J. B. ItAYNEA,

" To Henry Thomas Thompson, Esq."
The respondent duly paid the deposit of 2/. 12s. Gd.
per share on the seid shares to the bankers of the
company. Of the 70,000 shares allotted the deposits
were paid on 4,293 only, and the undertaking was
consequently abandoned. The committee of manage-
ment, collectively and individually, paid large sums
of money on account of debts properly contracted by
them in discharge of their duties in the due prosecu-
tion of the undertaking, and other debts of the company
are still remaining due and unpaid. On the 21st
day of Dec tuber, 1849, an order was made by the
Vice-Chancellor, on the petition of Stopford Thomas
Jones, whereby it was ordered that the said " Direct
Birmingham, Oxford, Reading, and Brighton Rail-
way Company " should be dissolved and wound up.
Master Brougham, the Master in rotation, to whom
the winding-up of the company was referred, on the
28th of January, 1850, appointed the appellant
" official manager " of the company. The appellant
made out and delivered to the master a list of the
contributories of the company, and in such list he
included the name of the respondent, Henry Thomas
Thompson as a contributory, and as in " allottee of
shares," who had paid his deposit in respect of twenty
shares. The Master settled this list, and included
the name of the respondent as a contributory in res-
pect of the twenty shares. The respondent there-
upon appealed from that certificate, and upon that mo-
tion Lord Cranworth reversed the direction of the
Master, and ordered that the name of the respondent
should be excluded from the list of contributories. The
present was an appeal from that order, with a view to
its being discharged, upon the ground that " the said
Henry Thomas Thompson, according to the true con-
struction of the winding-up Acts, 1848 and 1849, is a
contributory of the said company within the true in-
tent and meaning of the said Acts, or one of them."
The LORD CHANCELLOR having now recapitulated
the above facts of both cases, said that in the outset he
would confine his remarks to the. case of Hutton v.
Thompson, for if in that instance the shareholder
proved not to be liable in the character of a contribu-
tor, he could not, a fortiori, be so in the case of Nor-
ris v. Cooper, as in the former case the shareholder
had performed a most important act, namely, that of
paying the deposit upon his allotment, a pro-
ceeding which had not come to pass in Norris
v. Cooper. Now, the question which arose in
this ewe was this,—was Mr. Thompson liable to
have his name inserted in the list of contributories ?
It had been argued, in maintenance of the proposi-
tion that he was so liable that, by his application
for the allotment, and his subsequent payment of the
deposits, he had made himself a member of the com-
pany, and therefore that, as such member of the com-
pany, he had thereby rendered himself liable to the
expense of the concern. But the true facts of the
case clearly went to prove that they failed to establish
any such liability in the party. It was competent in
Mr. Thompson to recover back the deposits which he
had paid upon the allotment, and consequently it was
impossible that he could be held responsible and liable
to pay a sum of money under a proceeding in the
Master's office, which money he had himself the power
of recovering back by a suit at law. Now, as to the
case of Hutton and Upfill, that case was not an
authority which went to establish the liability ; but,
on the contrary, it rather setup the reverse position,
seeing that that case required that there should be two
distinct acts performed iu order; to make out the lia-
bility, whereas in the present case there existed but
one of two acts. Such being the case, then, he was
clearly of opinion that the decree of the Court below
was correct, and that it ought now to be affirmed by
that House.

Lord CRANWORTH was of the same opinion, and
would not have added a word to what had fallen from
his Noble and Learned Friend had it not been that
he wished to have it distinctly understood that, on
the rehearing of these cases in that House, he bad
never doubted the correctness of the opinion and judg-
ment he had pronounced in the court below. He did
not entertain the slightest doubt on the matter. This
was quite clear and distinct, that a person who had
accepted shares in any company was not to be held
responsible or liable for the expenses which were in-
curred in the process of the formation of such com-
pany. Two statutes had been relied on as establish-
ing the liability ; but, in his opinion, those statutes
altogether failed to produce that effect, for they
merely afforded facilities for recovering in those cases
where the liability was already in existence.
The judgment of the Court below was then affirmed
with coats.