The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1838-08-24 00:00:00

BROWN V. FLAKES.

This was an undefended action brought to recover the
amount of a bill of exchange. Verdict for the plaintiff,
damages, £llO.

EVANS V. HOLMES.

This was an action brought by the plasntiff to recover a
balance of account, amounting to £2O, from the defendant.
The plaintiff is a painter and plasterer, residing at Salford,
and the defendant is a builder. Sometime in 1836, the de-
fendant had contracted with a person named Stubbs to build
him four houses, at Broughton, near Manchester, and Stubbs
engaged Holmes to perform the painting and plastering
work. His bill for this amounted to £579 lls. 4d. But it
was stated on the defendant's side that the specification was
inadequately performed, and that the work, on admeasure-
ment, only amounted to £547. It was agreed to refer the
measurement to a third party, who gave in favour of the
plaintiff; but afterwards this measurement was dissented
from, and the action was brought. The Jury found a verdict
for the defendant.
SELLARS AND ANOTHER V, BURFORD AND ANOTHER..

The plaintiffs in this case are manufacturers at Burnley,
and the defendants are calico printers at Manchester. The
action was brought to recover damages on account of the de-
fendant refusing to accept a contract for two thousand pieces
of calico. A Mr. Bollard, of the firm of Bullcock and Co.,
of Manchester, made a contract for two thousand pieces of
calico, which the defendants saw at Bullcock's works. The
name of the plaintiff was not then mentioned. The defen-
dants made a contract for two thousand pieces, at Os. 6d.,
with Bullcock and Co., as agents for the plaintiffs. The de-
fendants said they should not want the whole immediately,
as the manufacturer was not employed on them. The con-
nect was made in December, 18.36, and on the 3d day of
January a part of the goods were delivered. Other pieces
were afterwards manufactured, and, on the whole, nine
hundred pieces were delivered. At that time the market was
falling greatly, and the defendants then refused to receive the
remainder, and one thousand and ninety-nine pieces were not
delivered. The plaintiffs manufactured the whole of the
contract, and caused the remainder to be tendered, which
were refused. It was then agreed to subject the difference to
an award. The defendants, after the award, refused to act on
it—denied every thing—that he made no contract respecting
thise goods and made no agreement to refer, and denied also
that the arbitrator made any award. It was endeavoured to
be proved for the defence that the contract had been violated
by the plaintiffs ; that they had engaged, through Messrs.
Bullcock and Co., that they were to deliver two hundred and
fifty pieces per week till the whole number were delivered,
which-agreement had not been (Whiled. This was denied by
the plaintiffs. A part of the calicoes refused by the defen-
dants were sold at 7s. the piece, another part were sold at
6s. 3d. per piece. The award was proved, and the amount
of loss on the contract to the plaintiffs was £l5l 6s. lld.
His LORDSHIP said' the award was final, there was no
getting over it.
The Jury found for the plaintiffs, damages £l5l 6s. lld.

CONNELL V. SAWYER AND OTHERS.

Mr. CI esswell and Mr. Wightman, appeared for the plain-

tiff, and Mr. Alexander and Mr. thigg-itis for the defeiadant
Price, and Mr. Starkie for the defendants Sawyer, Smith,
and others.

Mr. CRESSWELL, in opening the case, said, the plaintiff in
his case sought to recover a balance of £350. from the

defendants, being partly for money advanced, and partly due
on several promissory notes. The plaintiff sued as the pub-
lic officer of the Northern and Central Bank of England;
the defendants are shareholders in a joint stock company,
established in Birmingham, in the year 1833, which described
itself as the Birmingham Drapery Company. That com-
pany had opened a banking account with the Northern and
Central Banking Company. The account went on for some
time, till the Birmingham Drapery Company became defunct,
and a balance was owing to the bank of £350. Among other
securities held by the bank were several promissory notes
drawn on the Banking Company, and endorsed by Samuel
Warden, Howard Fletcher, Edward P. Turner, D. B. Smith,
John Barnett, jun., Edward Sawyer, William Seatan, J.
Price, and others, shareholders in the Birmingham Drapery.
To these notes, the defendants pleaded, that they did not
endorse, and that the parties endorsing had no authority
from them. The directors of the company being share-
holders in the joint stock adventure, of course, had authority
to endorse, and negociate instruments for the partnership.
Mr. William Good, late manager of the Northern and
Central Banking Company, was examined. He-deposed to
the bank having a branch in Birmingham, and to the
Drapery Company carrying on business with them. He
deposed to knowing the different defendants, as directors
and shareholders of the Drapery Company, and as doing
business at the bank on account of that company.
Mr. Joseph Share, one of the directors of the Drapery
Company, was next examined. He deposed to the different
defendants being shareholders of the company.
On his cross-examination, he stated, that in the-first in-
stance he did not much engage in the affairs of the Drapery
Company till they went wrong. The first years' dividend
that was declared was 10 per cent., and was paid out of the
capital, and the next annual meeting found the company in
debt to the extent of several thousand pounds. He then be-
came a director and attended the meetings more regularly,
and was sonittimes chairman. He admitted that the osten-
sible plaintiffs were indemnified in the_ptesent action by the
directors of the Drapery Company. When the latter com-
pany got into difficulties, for want of capital, they made a
call of £2 10s. Od. per share, which the large body of share-
holders refused to pay. The directors then found- that they
became responsible for the debts of the concern and drew the
bills, put in evidence,•and endorsed them on behalf of the
company, and wished the Banking Company to bring this
action against the shareholders of the Drapery Company
who refused to pay the call, to obtain from them the amount
of the dishonoured bills and save the-directors from a suit in
Chancery to compel the shareholders who would not pay to
pay their share of the losses.
The Learned Counsel, in addressing the jury for the de-
fence, both designated this as a trick. The directors by
their mismanagement and neglect had got the company into
debt, and then finding themselves likely to suffer from their
own acts, resorted to this trick of drawing bills on the re-
sponsibility of the company to cover the amount of their
debt to shift the burden from themselves upon the bulk of
the shareholders. . _

Mr. STARK IS, in noticing the trick of paying 10 per cent.
of the capital to catch shareholders, said the company had its
beginning in fraud, was continued by fraud, and was likely
to end in fraud. _ _

His LORDSHIP in summing up said, the winding up of tran-
sactions of this sort, let the people of England know what
manner of stuff they were made of. When people entered
upon speculations of this sort, they never contemplated un-
doubtedly that they were about to be brought into any loss
of any sort or kind; but it was in their wild imaginations, for
he could call it none other, some golden prospect of he knew
not what benefit about to await them. They thought nothing
of the chances that might arise; they thought nothing of the
responsibilities of a large partnership, nor of the directors that
were, may be, neither prudent nor wise. Within this last
year or two there had fallen upon this—what a powerful wri-
ter called—" A thinking country," with keen satire, the ap-
petite for entering into companies of this sort and the other,
and no madman in his dreams ever exceeded either in ridicule
or absurdity. In was only when they came to the end that
people were taught upon what foolish, what absurd, what ri-
diculous enterprises, they may have been, without thought, en-
tering. The question was whether or not these defendants
were liable or not upon the promissory notes here drawn.
This was a partnership, whatever name they called it. They
were dealing with the Bank, and though they consisted of a
variety of persons, they were not the less partners. It was
proved that the directors were in the habit of managing the
affairs, and endorsing bills and papers for the company. If
there were a number of partners so joined, they all could notact,
bnt somebody must act for them; and accord ingto the evidence,
the defendants were members of the company,and the directors
were in the habit of endorsing bills for them. Therefore, when
one of these endorsements was dishonoured, the partners,
like every other partnership, were all liable in point of law.
These people becoming shareholders, not knowing what the
directors were about, did not make them the less liable. It
was said that the action was set on foot by the directors
themselves. That did not vary the legal liability, if the
plaintiffs had a right to maintain the action, whether others
set them on or not; so that that suggestion seemed to him to
be besides the question. The question was, whether or not
the defendants were members of the co-partnership, and whe-
ther or not the defendants were entrusted with the money
accounts of the company, and were in the habit of endorsing
bills on its account? •
The jury found a verdict for the plaintiff, damages £370,
being the £350 balance owing, with interest.
Mr. ALEXANDER said, a proceeding in equity would get
rid of that.
His Lo it osHIP said, that only showed another benefit from
this transaction.. He was glad the case had come into court.