The Sun.
London, England, 1860-07-20 00:00:00

L.ITV IIVTELLIGENCE.-.Tuly 19.

VICE CHANCELLOR'S COURT.
(Before Vice-Chancellor Sir R. T. Kindersley.)
FAWCETT V. LAURIE AND OTHERS.--THE UNION

BANK.

Mr. Glasse and Mr. Bates moved, on the part of
he plantiff, who with Mrs. Ann Fawcett is co-
;rustee of 110 shares, Mrs. Ann Fawcett's name
standing first in the place of her late husband in
the list of shareholders for 110 shares, to restrain
the defendants, P. N. Laurie, James Farquhar, and
others, directors of the Union Bank of London,
from making, declaring, or paying any dividend to
the shareholders of the bank, except out of the
profits or surplus fund of the said bank, and from
paying a dividend on the 20th of July, and from
debiting, charging, or encumbering the capital with
£720,000, or any other sum otherwise than the same
was liable to the debts of the hank. The bill al-
leged that in April, 1860, it was discovered that
owing to the wilful neglect and default of the direc-
tors, George Pullinger had been enabled to commit
a fraud on the company by abstracting a portion of
the funds of the company in the Bank of England
to his own use, whereby the balance standing in
the Bank of England in the names of the directors
was £306,636 7s. 4d. instead of £569,706 10s. 2d.,
being £263,125 Gs. 10d. less than there ought to
have been ; and as only £11,116 14s. 10d. had been
recovered from Pullinger, the result was that there
was a clear loss of £252,008 12s. Plaintiff sub-
mitted that the directors were personally liable to
make good the loss sustained, and prayed the in-
junction upon the payment of dividends, or that the
company might be wound up if necessary.
The Vice-Chancellor said he need not now enter
into the question as to whether the plaintiff had a
locus standi, or whether the directors had a right
to re-transfer from the capital account the sum of
£120,000, or whether it was competent for the
general meeting of shareholders to give their autho-
rity to do so. Upon neither of these grounds should
he decide this motion, but he should decide it on
the grounds given by Lord Cottenham in dissolving
the injunction granted by the Master of the Rolls
in Carlisle's case. In that case an Act of Parlia-
ment had been passed transferring to the South-
Eastern Railway Company the power to make cer-
tain braneh railways, and there was a provision
that if they did not make the railway within three
years they should not be competent to declare any
dividends on the general shares of the company.
The railways were not finished within time fixed,
but notwithstanding that the company declared
dividends in two separate half-years after the
expiration of the time. Mr. Carlisle moved for an
injunction, professedly on behalf of himself and the
other shareholders, to restrain payment of the divi-
dend. Lord Cottenham said he had no hesitation
in giving an injunction to restrain future declara-
tions of dividends, but as the dividend had been
declared the position of the parties was this—that
a right had been conferred on the shareholders to
demand payment of the dividend, and each indi-
vidual shareholder could bring his action against
the directors to enforce payment of his dividend.
And he said that he could not, in the absence of the
other shareholders, stop payment of the dividend
declared, though he would grant an injunction to
stop the declaration of future dividends. It appeared
to him that he could not grant the injunction asked
in this case so far as related to the payment of the
dividend which had been declared. With regard
to that part of the prayer which asked that no
future dividends should be paid except out of the
surplus profits, it was not necessary for the protec-
tion of the plaintiff that he should determine that
question now. The real substance of the applica-
tion was to restrain the payment of the dividend
which had been declared. He had given his deci-
sion as to that, but he could not express an opinion
on the other part of the motion without going into
the merits of the ease generally, which it was not
now necessary to do. He therefore refused the ap-
plication so far as it sought to restrain the payment
of the dividend which had been declared, and the
costs of the motion and the rest of the question
would stand over till the hearing of the cause.
(Before Sir J. Stuart.)
KELLY V. BAILEY.

This was a motion for an injunction to restrain
the defendant from printing, publishing, and sell-
ing a work called " The History, Topography, and
Directory of Worcestershire." The plaintiff was
proprietor of the "Post-office Directory of Bir-
mingham, with Warwickshire, Worcestershire, and
Staffordshire, and he alleged that the work of
which he now sought to restrain the sale and pub-
lication was a copy and piracy of his own. For
the defendant it was said that he did not know
where the proprietor of " The History, Topography,
and Directory of Worcestershire" lived; that he
(the defendant) had no copies of that work in his
possession, having sent all that he had printed to
the bookbinder, and that he had no intention of
again printing the work.
Mr. Bacon and Mr. Tripp for the plaintiff; Mr.
Malins and Mr. Charles Hall for defendant.
The Vice-Chancellor made an order for an in-
junction st. F.., asked.