Bryon v Metropolitan Saloon Omnibus Company

JurisdictionEngland & Wales
Judgment Date21 April 1859
Date21 April 1859
CourtHigh Court of Chancery

English Reports Citation: 44 E.R. 1215

BEFORE THE LORDS JUSTICES.

Bryon
and
The Metropolitan Saloon Omnibus Company
Limited.

S. C. 27 L. J. Ch. 685; 4 Jur. (N. S.), 1262; 6 W. R. 817. See General Auction Estate and Monetary Company v. Smith [1891], 3 Ch. 432.

[123] bryon v. the metropolitan saloon omnibus company, limited. Before the Lords Justices. July 29, 1858. [S. C. 27 L. J. Ch. 685 ; 4 Jur. (N. S.), 1262 ; 6 W. R. 817. See General Auctiim Estate and Monetary Company v. Smith [1891], 3 Ch. 432.] The M. company was incorporated under "The Joint Stock Companies Act, 1856," as a limited company, for the purpose of conveying passengers and luggage in patent omnibuses. There were no special articles of association. A majority of more than three-fourths in number and value of the shareholders present at a general meeting passed a special resolution, empowering the directors to borrow on debentures of the company any sums not exceeding in the whole a certain amount. Some dissentient shareholders filed a bill on behalf of themselves and the other shareholders, except the directors, to prevent such borrowing, as being ultra vires. Held, by the Lord Justice Turner, affirming the decision of Vice-Chancellor Kindersley, the Lord Justice Knight Bruce doubting, that such borrowing was an act for which a special resolution was a sufficient authority, and that the injunction ought to bo refused. The bill in this suit was filed by two of the shareholders in the Metropolitan Saloon Omnibus Company, to restrain the directors from borrowing money on debentures. 1216 BRYON V. METROPOLITAN SALOON OMNIBUS CO. 3DBO.&J.1M. The company was formed as a limited company in September 1856. The memorandum of association, which was registered on the 26th of that month, stated the objects of the company to be " the conveyance of passengers and luggage by the patent saloon omnibus between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object." A certificate of incorporation dated the same day was granted to the company. There were no articles of association. The nominal capital was 20,000 divided into 20,000 shares of 1 each. The company shortly after its establishment commenced operations. On the 9th of March 1858 an extraordinary general meeting of the company was held, at which the following resolution was passed by the votes of more than three-fourths in number and value of the shareholders present at the meeting:- " As a special resolution within the meaning of the [124] 33d and 34th clauses of ' The Joint Stock Companies Act, 1850,' that, in addition to the regulations of the company contained in the articles of association and the table marked (B.) in the schedule of the said Act, it be agreed as follows :-That the directors may raise loans of money to the company under its common seal for such sums, for such times and at such rates of interest as the directors shall think fit, and renew the same from time to time, but so that the aggregate amount of such loans existing at any time shall not exceed the sum of .5000." On the 22d of April 1858 another special general meeting was held, at which the above resolution was confirmed by a majority of more than three-fourths in number and value of the shareholders who were present at such meeting. At the time when these resolutions were passed, about 13,000 out of the 20,000 shares had been taken, and upwards of 11,000 had been paid up in respect of them, leaving about 1000 unpaid. The Plaintiffs, who had opposed the above resolutions, filed their bill on behalf of themselves and all other the shareholders except the directors, against the company -and the directors, praying that the directors might be restrained from issuing debentures under the above resolutions and might be decreed to indemnify the company against those already issued. On the 21st of July 1858 a motion for an injunction was refused...

To continue reading

Request your trial
8 cases
  • Burt v The British Nation Life Assurance Association
    • United Kingdom
    • High Court of Chancery
    • 9 May 1859
    ...Alston (1 Phil. 790) ; Australian Steam Clipper Company v. Mounsey (4 K. & J. 733) ; flri/m v. The Metropolitan Saloon Omnibus Company (3 De G. & J. 123) ; Bennett's cast- (5 'De G. M. & G. 248); Ex parte Bagge (13 Beav. 162); 4 BE Of. *J.lM. BUBT V. BRITISH LIFE ASSURANCE ASSOCIATION 65 Go......
  • Macdougall v Jersey Imperial Hotel Company Ltd
    • United Kingdom
    • High Court of Chancery
    • 23 July 1864
    ...G. 648). He also referred to Lindley on Partnership (Bk. iii. ch. x. s. 3, sect. 2); Bryon [532] v. Metropolitan Saloon Omnibus Company (3 De G. & J. 123); Simpson v. Westminster Palace Hotel Company (2 De G. F. & J. 141; S. C. in Dom. Proc. 8 H. L. Cas. 712); Re Cardiff Preserved Coke and ......
  • Re Railways Act, 1921; Re Settlement of The Schedules of Standard Charges
    • United Kingdom
    • Court of Appeal
    • Invalid date
  • Hutton v The Scarborough Cliff Hotel Company Ltd
    • United Kingdom
    • High Court of Chancery
    • 25 April 1865
    ...[676] The Westminster Palace Hotel Company (Limited) (2 De Gr. F. & J. 141); Bryan v. The Metropolitan Saloon Omnibus Company, Limited (3 De G. & J. 123); Lord v.' The Governor and Company of Copper Miners (2~Ph. 740). The scope of their arguments appears from the Lord Chancellor's judgment......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT