Star.
London, England, 1825-11-23 00:00:00

CASE.

Some time in the spring of the present year an Asso-
ciation was stated to have been formed for the purpose of
purchasing and working certain Nimes in Cornwall and
Devon, to be called " The Royal Stannary and British
Mining Association," the capital to be 500,0001. in
10,000 shares, of 501. each.

Tne Dire, tors were self-elected, and consequently
had the exclusive distribution of the shares. By the
accompanying prospectus, as al•o by advertisements in
the l imei, and other Daily Papers, applications for
shams were to be made to the Bankers or the Solicitors
of the Association. In consequence of such advertise-
ments, not less than 26,000 shares were applies,' for; the

Directors, h wever, either with a view to their own
personal advantage, or fur reasons which they do not
think proper to make known, kept back 4000 shares,
issuing to the Public only 6000, upon which a deposit
has been paid of 51. per share. By this course of pro-
ceeding, only 50,0001. has been paid, instead of 50,0001.
the amount of the deposits upon 10,000 shares, the
number originally contemplated.
In this situation the Directors have expended nearly
the it hole of the 50,0001. in the purchase of mines, and
by other huge payments, and notwithstanding the
whole of the 500,0001. named in the prospectus has not
yet been subscribed for, or any Deed of Association
executed, or even prepared, the Directors have made a
further call of 21. per Share, not upon the 10,000'
Shares, as originally announced by the Prospectus, but
upon those only held by the Public, and on which the
deposit of 51. per Share has been made. This circum-
stance, with many others unnecessary to mention, have
led the Shareholders to call for the accounts of the
Company, and from which, when produced by the Di-
rectors, it appears that they, in addition to the first pur-
chase of the mines, and other incidental expense s, have
paid a sum of 2,5001 to some person as the projector
of the Association; and not satisfied with having kept
back four thousand Shares, the Directors went into the
market and actually purchased one thousand Shares, at
a small discount, for the cost of which Shares they
take credit as a payment made on account of the As-
sociation ot no less a sum than 4,7001. The present
Shareholders, therefore, who have paid their deposits
upon the faith of the Company, having ten thousand
Shares of fifty pounds each, as stated in the prospectus,
will have their risk increased just double the amount
they contemplated, and that at the arbitrary discretion
of a few individuals who have elected themselves the
Directors of this Association, and who never called a
Meeting to authotise any one of their acts.
On the part of those who have paid the deposit of 51.
per share upon the faith of the original prospectus, it is
contended that the Directors have no power to alter the
terms of the sad prospectus, or to make any payments
xcept those necessary for the establishment of the
Ass.rciaiio.9, until the whie amount of the capital of
500,0001. named in the prospectus has been subscribed
for, and the deposits paid upon the 10,000 shares—much
less had they authority to make so large a payment as
2,5001. to the Projtctor of an Association not even now
f armed ; and 4,7001. for the purchase of 1,000 shares,
which having been done previously to the repeal of the
Act, commonly called the 11u;sble Act, was altogether
illegal. Uader these circumstances, your opinion is
requested.
I rst—Whether the subscribers who have paid their
deposit ot 54 upon their respective shares, in confor-
mity to the terms of the original ospectus, can be held
lwble for the payment of the further sum 0121. per share,
until the whole capital of 500,000/. has bean subscribed
for, and the deposits of 51. per share paid upon the
10,0(10 shares originally stipulated for?
Secondly—Wh ther the Directors were authorised to
make any payment., for the purchase of mines, or the
25001. to the alleged projector, and 4,7v0/. for the
purchase of the 1000 Shares, uitt.l the whole capital
had been subscribed for, and the Deed regulating the
Association, according to the terms of the Prospectus,
had been executed ?

Thirdly--Whether, as only 6000 S:iales have been
paid upon, instead of 10,000, t e number originally
named in the Prospectus, and 1000 of these Shares since
purchased by the Directors, thereby increasing the risk
of the present Shareholders to double what was contem-
plated by the Prospectus, such shareholders can s►ith.
draw themselves from the concern altogether, and main-
tain au action against the Directors (ur such of them in
whose names the deposits of 51. Ira Share have been
received) to recover back such deposit, as for money
had and received; and whether the purchaser of an
original suOscriber's interest stands in any different or
worse situation than the original subsci fiber hin;srll ?

Lastly—And, failing web IVA of action, can the
Subscribers compel the Pr -jectors or Directors to refund
the monies so expended, and pay up the deposits on the
4,000 issued shares, so as to go on with the Association
on its original basis ? •
THE ATTORNEY•GENERAL'S OPINION.

Ist. It does not appear from the above statement,
or the Prospectus, that the Directors possessed any
authority to alter either the am .unt of the capital, or
the number of shares—or, in fact, to do anything until
the whole number of shares were purchased, and the
capital subscribed. I think the Subscribers are not
liable for the payment of the further sum of 21. per
share, in the present state of the Association. Indeed,
it does not appear that the Directors have any authority
to make a call for further payment; their authority in
this respect would depend upon the terms of the Asso-
ciation, which do not appear to hay.e been settled.
2d. I think," upon the above statement, the Directors
had no authority to make any of these payments.
Sd. I think any shareholder may withdraw from the
Association if he thinks' proper ; but he cannot maintain
an action for money had and received against the Di-
rectors who received the deposit. I think this money
c+ll only be recovered (if at all) in a Court. of Eqiiity.—
If the party vf ishing for the return knew that the Direc-
tors were laying out the subscriptions in the purchase of
Mines, &c. and did not in any way interfere to.prevent
it, either by remonstrance or otherwise, they will Iva, I
"think, be entitled to insist upon the return.
4th. Fur any misapplication of the funds, those indi-
viduals who have authorized such misapplicatio I will
be responsible: hut they can be called to account
only in a Coon of Equ.ty. If they have improperly
withheld the 4,000 shares, they would be liats:e in
respect to any injury the Association may have thereby
sustained. I think, if they continue Directors, they
may be compelled to carry on the establishment upon
its original footing. But there would be _very great
difficulties in the way of any proceeding in a Court of
Justice, arising nut of any Association of this nature.
Serjeants Inn, Nov. 21, 1825. J. S. COPLEY.

THE SOLICIIOR•GENERAL'S (PINION.

Ist. • I ant of opinion that the Subscribers who have
paid their depo•it of .5 per cent. could not he compelled
to pay the additional inbtalment of 2/. per Aare,
2d. I see no grounds upon which the Directors could
assume a power to divert and apply the money in their
hands, paid in by the Subscribers, to either of these
purposes; and I conceive that neither of these sums
could be allowed as matter of discharge, being pay-
ments made with, ut authority. _ _

3J. I apprehend that the Subscribers would not he
able, by any action, to 'recover back their deposits. Bat
I think that the Subscribers, by a Bill in Chancery, by
or in the names of all, might require the Directors to
account for and pay back their deposits, on the ground
that the Association, under all circumstances, must be
con.idered as virtually at an end, and incapable of
being proceeded with. I further think that the Court
of Chancery would not, by any decree, enforce or
compel the establishment of the Association. Upon
the whole, the relief which the Subscribers have, is to
meet the case (as in substance is) as one in which pro-
bably the project cannot be carried into effect, and con-
sequently that the Directors must account and pay
back the deposits. C. WETHERELL.
_ _

Lincoln's Inn, Nut. 22, 1825.
Considerable applause attended the reading of the opinions.—And
Mr. Rousarsox havi..g declared that they had better
do all they could to get back what remained of their
money, proposed the following resolutions :
Resolved—That it is the opinion of this Meeting,
that the sum held forth to the public in the original
Prospectus as the intended capital of the Company, ro
be called the Royal Srannary and British Mining Asso-
ciation, not having been subscribed for, by payment of
a deposit in the stipulated number of them, such a
Company never had any existence.
Secondly—That such a Company as the Royal Stan-
nary and British Mining Association, never having
existed, the Subscribers thereto are entitled to their re.
specive deposits, and do accordingly demand re-pay-
ment thereof.

Tnirdly—That a Committee of nine Gentlemen be
now appointed to apply to the Projectors or Directors
on behalf of the Subscribes, for re-payment of their
deposit, and in default thereof, to organize measures to
enforce the same.

Fourthly—The Committee will be empowered to call
upon the Shareholders for a deposit of 2s. 6d. per share,
but not to proceed to legal measures beyond the sum
subscribed without the authmity of the Shareholders
being first obtained at a General Meeting called for
that purpose.
After a few observations of some Shareholders the Resolutions
were unanimously agreed to.
Thanks having been voted to the Chairman, the Meeting dispersed.

M:.Birch, an eminent coachmaker, some days ago gave
a dinner to his very numerous establishment in his
workshops, and he invited Mr. DUNN, of Drury-lane
Theatre, and Mr. SMITH, the bass singer, and some
other Gentlemen, to he of the party. Nearly 100 sat
down to dinner, and after some of the usual glees and
songs were sung, suddenly a voice of surpassing sweet-
ness was heard IN the room, but from whence it issued
was no: discoverable. The company stared at each
ocher in astonishment. Every one declared that he
never heard such tones, except from the throat of CA•
TALANI. The applause at the conclusion of the song
was such as might be expected, and after every one had
expressed his admiration, there arose a discussion about
the sex of the melodist: The almost universal opinion
was, that such t^nes could c,:me from nobody but a
woman. GEORGE SMITII was of a different opinion :
he said he believed the voice to be that of a young man,
and soon afterwards the body of a coach, which lay at
the upper end of the worksl!op, was opened, and out
stepped a male dwarf, about 2'2 or 23 years of age.—
The qualifications of this little person were at once
m• de known to the Managers of Drury-lane Theatre,
who, immediately upon the recommendation of the
profersional men who heard him sing, engaged him.
His voice is in all the upper tones precisely like CA TA-
LANTS; and in the lower, it bears a close resemblance
to Mrs. Btarar's. Mr: Bti:czt had accidentally heard
him joining in a glee w ith two other poor ragged creel•
lures in the street, and buir.anely determined to give
him a chance o! bettering his condition.
Saturday ueek another accident from a sprint-gun'
happened in Northfield wood, the ptoperty of Roger
Pettiward, Esq. Thomas lisrnard, a night-watch or
under-keeper, trod upon the wire of n. e of these ma•
causes, a:AI was to ribly lacerated, receiving the wl ole
charge in the cait of his !ag, at about six 3 art's' distanc.-
from ti.e gun.
In the course of one fortnight, seven children were
brought to Bristol Infirniary, to dreadfully burnt, tha
four of aeon tiled.

POLICE INTELLIGENCE.
A'IANSION-HOl7Sir
Edward lbws was charged with stealing some China images.—
Mr. Bryant, of St. Paul's Church-yard, stated that a •few days
since, the prisoner and another man came to his shop and selected
a pair of China jars, value £6, which he ordered to be sent to Mr.
Johnson, 13, Ely-place. Shortly after he was gone, the images were
missed; and on sending the jars to Ely-place, he found Mr. John-
son did not reside there. On meeting him yesterday, in Cheapside,
he gave him in charge to an officer.—He was remanded.
Commix EVIDENCI Sociesv.—Mr. Barham, the proprietor of
the Belle Sauvage inn, Ludgate-hill, requested the Loma MAYOR'S
advice under the following circumstances: Mr. Barham stated,
that he had recently taken possession of the Inn, and that a few
days since, a person whom be had since ascertained to be the Rev.
Dr. Taylor, hired a room for a Public Meeting, to be held on that
(yesterday) evening. Ile did not state the object of the Meeting,
nor did the applicant at the time know that there was such a So-
ciety as the above in existence ; he accordingly agreed to let him
have the room for ten shillings; but having seen the statement in
the Newspapers of yesterday, respecting the improper nature of
the discussions which took place at such Meetings, he was anxious
to prevent it from taking place in his room if possible, as it might
seriously injure the character of his house.
The Loan Mayon. said he had no power to interfere. He
thought the less notice that was taken of the Society's proceedings
the better; as if left to itself it would soon die a natural death.—,
The applicant he was determined it should be the first and
last Meeting of the sort held in his house.
A .poor old sailor, who appeared to be exceedingly infirm, and
who, besides other afflictions, was tortured by distractitb, head-
aches, was brought before the Loan hlwvoa,• an officer having
found him in a very deplorable state in the streets. He said he had
travelled to town ,roan Bristol, to get into the Hospital ; but his
condition was incapable of being relieved there, and he had not a
halfpenny.
The I.n.D MAYO& was very anxious that the poor fellow should
get home as comfortable as passible, and desired the Turnkey
of the Compter to take cure of him until a conveyance should
be procured.
The sailor immediately shed tears, wrung his hands in agony, and
begged, for Goo's sake, to be allowed rather to perish in the streets
than to go to prison.. He had never been in so dreadful a place,
and he now never could think of going there. "My Lord, said
he, most earnestly, and with tears rolling down his cheeks, " I
never did a dishonest thing in my life, and !don't deserve to be put
in prison."
It was quite useless to say a- word in recommendation of the
comforts of the Compter; the old sailor would not have entered it,
we really believe, if £lOO were given to him ; he held it in the
most honourable abhorrence.
The Loan Mayon asked him for what sum he could get home?
Ile said, he believed be could procure a passage home for ss.
The Loan MATOIL gave him 15s. and ordered that he should be
supplied with necessaries.
The sailor, upon looking at the money, said, that the ss. would
do, and seemed desirous to return the remai-der of • the money ;
hut be was desired to put it in-his pocket.
GUILDHALL.
Toe CONVICT ADAMS.—Anotber affidavit in behalf of this unfor-
tunate man, woo was convicted at the last Old Bailey Sessions of
stealing a horse, was tendered before Mr. Alderman Anster, for his
permission to have it sworn before him. The deponent was a very
decent looking female, who keeps a shop opposite the house of the
exciseman where the convict lodged.
The Jurymen who tried Adams seem to be taking great pains to
sift the case to the bottom, for by the statement of the Gentleman
who now attended with the deponent, it appeared that the present
link of evidence had been discovered by the Jurymen themselves,
while making a personal inquiry into the character of the numerous
witnesses who were not examined on the trial, but whose testimony
bad since been laid before them, to induce them to join in the appli-
cation to the Crown for mercy.
Mr. Beresford, the Chief Clerk, asked the Gentleman to state
who and what he was, and why he interfered in this business?
The Gentleman replied that his name was Edward Burchell, that
he resided in Gloucester-street, Hoxton, and that by profession he
was an appraiser.
Mr. Beresford—Have you not been seen about the Old Bailey
Courts ? Yes.
Mr. Beresford —Are you not to be paid for your services in this
business ? I am to be paid for my time.
Mr. Beresford—Then I would seriously warn you that there may
be some danger in acting u a solicitor, drawing up affidavits and
petitions.
Mr. Burchell- I have interfered myself in this case because I
have known the brother-in-law of the convict, who was supposed
to have perjured himself, for upwards of two years. Ido not pro-
fess to be a solicitor. I have prepared this affidavit and attended
with this witness at the special request of the Jurymen.
While this colloquy was going forward, the worthy Alderman was
conning over the contents of the document, which he now said he
could not suffer to be sworn, because it merely stated that early in
September a man rode up on horseback to Adams's door, and en-
tered into conversation with him, &c. without stating any particu-
lar day, so as to identify it with the transaction in question.
Mr. Burchell replied, that the day when the man rode up was
clearly shewn in the other affidavits, especially that of the landlord.
Mr. Alderman Amste—Well, 1 have not those affidavits before
ass; I know nothing of them. To suffer such a loosely-worded
affidavit as this to be sworn, might he to countenance a delusion.
The application was therefore refused.
Dr. Lushington, whose pocket was picked a few days since of a
silk handkerchief, in Doctors' Commons appeared here, to neer-
tain the result of some inquiries that were directed to be made re-
specting the character of the young man who was detected in the
act, and the report of the officer having been very much in his fa-
vour, he was, after a severe admonition from the Alderman, dis-
charged; Dr. Lushington having, under these circumstances, de-
dined proceeding against him.
Ou the young man's being removed from the bar, Dr. Lushing-
ton directed that he might see him in private for a few minutes,
and there is no doubt but that the interview was much to the advan-
tage of the young fellow. as the Doctor appeared to interest himself
very much in his behalf.

BOW-STREET.
COVIENT-OARIIIN MAZIGET.—The accumulation of waggons and
carts, not only bringing vegetables into this part of the metropolis,
but remaining in the carriage way until the whole of their cargoes
are disposed of, is so great, that the parish of St. Paul, Covent..
garden, has determined to endeavour to put a stop to the nuisance,
for which purpose a number of persons, owners of the carts, &c.
have been served with summonses to attend at this office, to answer
the complaint of the parish.
The proprietors of several of the taverns and coffee-houses, under
the Piazzas, have had occasion repeatedly to complain, but hitherto
such complaints have proved fruitless, and the nuisance still re-
mains unabated. Several meetings of the parishioners have been
held, and it was eventually resolved to summon the offending parties.
It appears that round the market is a " denter stone," and aU
persons selling without that atone, or detaining their waggons, Ste.
longer than is actually necessary for unloading, are liable to a penalty
of 40s. under Mr. M. A. Taylor's Act. Under this Act the parties
in question were summoned by the parish.
Yesterday being the day appointed for the different cases to be
heard, the office was crowded to excess with market-gardeners,
some of whom bad been summoned, and others to ascertain the re-
sult of the proceedings.
Mr. Munn+ us appeared for the parish.
The first defendant called on was John Hines, a market-gar-
dener,
at Acton, in Middlesex.
John Stephens, Surveyor to the Committee of Pavements,
proved, that on the 17th inst. a waggon belonging to the defendant
was standing in the carriage-way outside of the "stone," from about
seven o'clock in the morliing until nine ; the interim was occupied
by the driver selling part ut the load to various customers ; and he
was confident that the nuisance to the inhabitants was very great.
Sir R. Bums—You may go further than that, for I was obliged
the other day to turn back in consequence of the obstruction.
The defendant said, helad paid the customary toll to the clerk
of the lessees of the market.
Mr. Anoiesses—They have no tight to demand toll of you, when
out.,ide of their " stone, as that part does not belong to them.
De:endant—lf I was.not to pay them they would take my wag.
goo to the green y.tid.
Mr. Anmenus —They have no right to take any money from
you, and if they seize your waggon, you have your remedy by an
action at law.
The defendant was then fined in the penalty of 401. and costs.
The other caws stand over by cousent,till a tut ure day, for hearing,
WO RS 111 P. nitHET.
RESURRECTION MEN.—John Gerald and Robert King were placed
at the bar under the following circumstances
;
John Upton, one of the day patrol, stated, that on going through
iluxtoti, be observed the two prisoners with a bundle, and other
things under their arms. They eyed him very cautiously, and in
such a manner r.s to excite his suspicions. He accordingly made
r.p to them, and asked what they had got ? wbeu they refusli.g