The Sun.
London, England, 1832-12-13 00:00:00

WALBURN V. INGLEBY.

The rarties in this case are shareholders in the
Potosi Milling Company. The plaintiff had prayed
that the defendants, as Directors, be compelled to
account for 40,0001., which, he alleged they had im-
properly applied to their own use. To this bill the
defendants put in two demurrers, which were argued
before his Lordship at Westminster.
The LORD CHANCELLOR, in giving judgment,
said, that in his opinion the demurrers must now be
allowed. If they had rested on the objection raised,
that the company was illegal at common law, he
should have been of a very different opinion, be-
cause, to say that upon such grounds the company
was illegal, would be equivalent to deciding that all
joint stock compapies were contrary to the policy of
the law--a conclusion to which he could not arrive,
and which was opposed to the principle of the re-
cent Statute by which the Bubble Act had been re-
pealed. He was of opinion, too, that the clause re-
lating to the notice was not enough to support the
demurrer; that being merely a regulation which
was binding on the original shareholders, and
not intended by the company to be operative be-
tween them and the persons to whom the shares
might be transferred. He did not think either
that the demurrer could be sustained because
the bill was to be considered defective in not praying
a dissolution of the partnership. The bill did not
pray for a general account, but sought relief with
respect to particular transactions. The non-joinders
of certain defendants, and the omission of parties as
defendants, were not objections of weight enough in
themselves to support the demurrer, and particu-
larly when the same class of cases in which parties
had been nnmerous were referred to. There was,
however, one objection raised by the demurrer,
which he could not get rid of, notwithstanding the
desire he felt to permit the case to go on if it could
properly be allowed to do so. That objection was
founded on the plaintiff's title. He alleged in his
bill that he was a shareholder by purchase,and that,
for a valuable consideration, he had become the
possessor of a large number of shares, on which the
deposit of N. was regularly paid. Now the rules of
the company provided, that no transfer of shares
was to be valid, unless the person to whom
they were to be transferred should first exe-
cute an instrument binding him to conform to
the regulations of the company. This the plaintiff
did not allege he had done, and therefore it was con-
tended on the part of the defendant, that he was
not, in fact, a shareholder; on the other hand, it
was insisted that the demurrer, in terms, and by its
nature, admitted the facts alleged in the bill, and
that one of these facts being that the plaintiff was
a shareholder, the defendants could not now di,pute
his title, or say that he had not conformed to the
rules prescribed by the Company, and by which its
members were bound. He (the Lord Chancellor)
could not bring himself to admit the consequences
which the plaintiff sought to draw from this admis-
sion. The term, shareholder, was so vague and so
little known in law, that he could not say the ad-
mission that the plaintiff was a shareholder in the
manner the demurrer admitted him to be could be
construed into recognising the right on which the
bill in that case could be sustained. The share 4,
too, were not of such a nature as to supply the deft•
ciency. Shares might be of many kinds, and the
modes of transferring them as various. Bills of ex-
change, for example, were by the custom of mer-
chants transferrable, although choses in action, but
the manner in which they were transferred must be
stated in pleading. Even, however, if the demurrer
could be overruled on this point, the weight of the
objection would not be removed, because the de-
fendants might avail themselves of it with equal
force in the event of the proceedings going on to
other stages of the cause. His Lordship concluded
by ordering that the demurrers be allowed, but
without costs.

LANDON V. MORRIS.

In this case his Lordship affirmed the decision of
the Court below, and ordered the sums in dispute
to be paid into Court. The costs of the appeal to
be paid by the appellant.