Charles Miller Aldridge, - Appellant; George Christopher Cato, - Respondent
| Jurisdiction | UK Non-devolved |
| Judgment Date | 28 June 1872 |
| Date | 28 June 1872 |
| Court | Privy Council |
English Reports Citation: 17 E.R. 440
ON APPEAL FROM THE SUPREME COURT OF THE COLONY OF NATAL.
Mews' Dig. tit. Colony, II. Particular Colonies, 17. Natal; III. Appeals to Privy Council, 1. When an Appeal lies generally, 2. Appealable Value, 6. Practice, h. What points may be raised. S.C. L.R. 4 P.C. 313; 20 W.R. 977.
ON APPEAL FROM THE SUPREME COURT OF THE COLONY OF NATAL. CHARLES MILLER ALDRIDGE-Appellant; GEORGE CHRISTOPHER CATO,-Respondent * [June 28, 1872]. In a suit brought by the Official Manager of a partnership and Joint-stock Company, appointed under the Natal Winding-up Ordinance, No. 19 of 1866, against a registered Shareholder, for an instalment on a call made by Order of the Supreme Court, the Defendant pleaded, Ordinance No. 4 of 1849, of the Colony, under the provisions of which he alleged the Company was incorporated, and that having paid his shares in full, he was not liable for any debts due or incurred by the Company. The Supreme Court of Natal held, upon the construction of the Deed of agreement constituting the Company, and the Ordinance, No. 4 of 1849, enabling the Company to carry the same into effect, that such Ordinance did not incorporate the Company so as to exempt the Shareholders from individual liability in respect of the debts of the Company, but only conferred on them facilities for carrying on the business of the Company, and the objects of the original Deed whereby it was constituted. Such construction and decision confirmed, on appeal, by the Judicial Committee. It is too late for the Respondent at the hearing to take an objection to the competency of the appeal, on the ground that the subject-matter of the suit did not involve the prescribed appealable value; such objection not having been taken in the Respondent's case. The proper course would have been for the Respondent to move, in the first instance, to dismiss the appeal on that ground [9 Moo. P.C. (N.S.), 78]. This suit was brought by the Respondent, in his capacity of Official Manager of the Natal Fire Assurance and Trust Company, under the Natal Winding-[71]-up Ordinance, No. 19 of 1866, against the Appellant, a Shareholder in the Company, for the payment of an instalment of calls due by the Appellant upon forty-eight shares in that Company, of which he was the registered Owner. The case was a representative one as between the fully paid-up Shareholders and the Creditors of the Company, then being wound up in the Colony of Natal, * Present: Sir James William Colvile, the Lord Justice James, Sir Barnes Peacock, Sir Montague Edward Smith, and Sir Robert Porrett Collier. 440 ALDRIDGE 1 . CATO [1872] IX MOORE N.S., 72 under the provisions of the Ordinance, No. 19 of 1866, "to facilitate the winding-up of Joint-stock Companies." According to the Official Manager's Report, the Company's assets were estimated at 43,731 13s. Id., and the Creditors' debts amounted to 47,700 17s. 3d., leaving a deficiency of assets as compared with liabilities to Creditors of about 4000, exclusive of costs incurred in the winding-up. The assets were not capable of immediate realization. The call was made with a view to provide for the liabilities of the Company, and the result of the appeal was to determine, whether or not the fully paid-up Shareholders were liable to make good the deficiency df assets as compared with the liabilities of the Company, whatever that deficiency might be. The facts of the case were as follows: - [72] The Natal Fire Assurance and Trust Company was constituted by a Deed of agreement, dated the 1st of May, 1849, as a Joint-stock Company or copartnership, having a capital stock, consisting of the sum of 10,000, divided into 500 shares of 20 each, with, a provision for an increase of the capital. The Deed of agreement contained provisions for the transfer of shares and vesting the management of the Company in Directors, and declared the purposes of the Company to be the insurance of moveable and immoveable property of every description (save as thereinafter mentioned) against loss or damage by fire, the administration and management of such estates and other property as the Company should be duly appointed to administer and manage as Executors, Tutors,Guardians, Curators, Administrators, Trustees, Assignees, or Agents, either under and by virtue of a decree of any competent Court of the Colony, or by the last Will and Testament, or valid writing, act, or Deed of any person or persons, or by virtue of any Marriage settlement, Power of Attorney, or otherwise. By the 29th article of the Deed it was provided, that every Policy of Assurance entered into or granted by the Directors under any of the provisions of that Deed should clearly express, by way of condition, that the capital stock and funds of the Company should alone be liable to answer and satisfy any claim or demand which might be made upon the Company under and by virtue of such policy, and that no Shareholder of the Company, his Heirs, Executors, Administrators, or Assigns should be in any wise chargeable or liable in respect of any such claim or demand as aforesaid, beyond the amount of his [73] share or shares in the capital stock of the Company. Article 33 of the Deed provided, that every claim duly made upon the Company was to be adjusted, and (if found correct) paid and satisfied or otherwise settled by the Directors, within a period of four calendar months from the day on which such claim should have been notified to them. By article 39 of the Deed, the Directors were authorized and empowered, at any time when they should see fit so to do, to apply to the Governor and the Legislative Council of the Colony, and to obtain from them at the costs and charges of the Company, an Ordinance for the incorporation thereof, and for enabling the Company to sue and be sued in the name of their...
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