Brotherhood's Case Re The Agriculturists' Insurance Company
| Jurisdiction | England & Wales |
| Judgment Date | 16 June 1862 |
| Date | 16 June 1862 |
| Court | High Court of Chancery |
English Reports Citation: 54 E.R. 1180
ROLLS COURT
Affirmed, 4 De G. F. & J. 566; 45 E. R. 1304; 31 L. J. Ch. 861; 7 L. T. 142; 8 Jur. (N. S.) 926; 10 W. R. 852. See Stanhope's case, 1865, L. R. 1 Ch. 165; Stewart's case, 1866, L. R. 1 Ch. 513; Smallcombe's case, 1867, L. R. 3 Eq. 769; Spackman v. Evans, 1868, L. R. 3 H. L. 197; Phosphate of Lime Company v. Green, 1871, L. R. 7 C. P. 63; Allin's case, 1873, L. R. 16 Eq. 455.
[368] brotherhood's case. In re the agriculturists' insurance company. June 14, 16, 1862. 1871, L. E. 7 C. P. 63 ò'Allin's case, 1873, L. R. 16 Eq. 455.] Dissentient members were allowed to retire by resolutions at a general meeting, and upon terms which were assumed to be ultra vires. Held, that the transaction could not be questioned by the continuing shareholders after twelve years' delay. This company, the object of which was to insure live stock from loss by mortality, was duly registered under the Act (7 & 8 Viet. c. 110) in 1845. Mr. Brotherhood took 200 shares of £20 each, and he executed the deed of settlement in the same year. In 1848 the losses of the company exceeded its assets (irrespective of unpaid capital) by £17,000. A call of £1 per share was made, which was duly paid by Mr. Brotherhood, but was resisted by some of the shareholders, and actions were in consequence brought against them. Some of the shareholders were dissatisfied with the [366] management, and anxious to have its affairs wound up, but the directors and many others were desirous of carrying it on. The opinion of counsel was taken on behalf of the different parties, and a special general meeting was called and held on the 2d of November 1848. At this meeting it was proposed that a caLl of £3 per share should be made by the directors of the company, and that those of the shareholders who were desirous of leaving the company should pay part of such call, and that the shares held by them, respectively, in the capital of the company should be declared forfeited for the non-payment of the residue of the said call. In order that this proposal might be further considered by the shareholders of the company, a resolution was duly passed at the meeting in the words and figures following, that is to say :-"That the meeting be adjourned to be held at the New Hall, Chippenham, on Monday, the 13th day of November instant, at ten o'clock precisely, and that all legal proceedings against shareholders, on the part of the company, be stayed until after that date, and that notice be given to all the shareholders of the proposal made by a considerable body of shareholders present personally or represented, in order that their opinion might be taken thereon." 31 BEAV. 387. BROTHERHOOD'S CASE 1181 In accordance with this regulation the following circular-letter, dated the 4th November 1848, was sent by the secretary to the shareholders :- " Sir,-I am instructed by the directors of this company to inform you that the enclosed propositions were made by a considerable body of shareholders at the special general meeting held yesterday. I request that you will sign the accompany ing form, should you wish to retire from the company upon the proposed terms. gJ67] The special general meeting has been adjourned, to be held at the New Hall, hippenham, on Monday, the 13th instant, at twelve o'clock at noon precisely, and in case you should not attend, or return the accompanying form duly signed, on or before that date, you will be held as declining to concur in the propositions submitted to the meeting.-I am, &c. J. C. window, Secretary." "TERMS proposed by shareholders who wish to withdraw from the above company. " All calls to the present time to be paid up. That a call of £3 per share be made on the capital stock of the company, and the directors be empowered to forfeit shares of retiring shareholders on payment by them, in proportion to the number of their shares, as follows:-Holders of shares under 100 to pay £2, 10s. per share. Holders of 100 shares and under 200 to pay £'2 per share. Holders of 200 shares and under 500 to pay £1, 10s. per share. Holders of 500 shares and upwards to pay £\ per share. That 10s. only of the above call be paid by shareholders remaining in the company, or that a sum equivalent to that amount be provided as a guarantee fund for...
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