Groux's Improved Soap Company Ltd, v Cooper, Administratrix, &

JurisdictionEngland & Wales
CourtCourt of Common Pleas
Judgment Date23 June 1860
Date23 June 1860

English Reports Citation: 141 E.R. 1380

IN THE COURT OF COMMON PLEAS AND THE EXCHEQUER CHAMBER

Groux's Improved Soap Company Limited
and
Cooper, Administratrix
&c.

[800J groux's improved soap company, limited, v. cooper, Administratrix, &c. June 23rd, 1860. The 12th section of the Limited Liability Act, 18 & 19 Viet. c. 133, enacts that no alteration made by virtue of this act in the name of any company shall prejudice or affect any right which previously to such alteration has accrued to such company, &c,, but every: such company shall be entitled to all such remedies as they would have been entitled to if no such alteration had been made :-Held, that the rights of a company which had obtained a certificate of complete registration with limited liability under the above act, against a surety on a bond entered into with them for the faithful service of a clerk or agent, in respect of defalcations since the date of such certificate, remained unaffected by their change of name. The declaration stated that the defendant and one Henry Hayward and other persons, to wit, John Flower Jackson, John Day, and John Williams Watson, to wit, (a) The question there was whether an indenture of apprenticeship where 6d. was mentioned to be the sum given with the apprentice was or was not void for want of being stamped according to the statute 8 Ann. c. 9, s. 32. And it was resolved by the wholfr court "th'at the statute intended that, where above 501. was paid with an apprentice, a twentieth part thereof should be paid for the duty, and one fortieth part where less than 501. was paid : and this is a ease wherein it is well known there is no coin small enough can be paid: and it seems by the two stamps of Is. and 6d. in the pound, that no sum less than 20s. paid with an apprentice should pay any duty; and this c4.se falls under the saying of De minimis non curat lex, and there was no occasion to have the indenture stamped according to the statute. 80. B. (N. S.)OI. GROUX'S IMPROVED SOAP COMPANY, LTD. V. COOPER 1381 on the 31st of March, 1856, by their bond, sealed with their seals respectively, severally acknowledged themselves to he held arid firmly bound to the plaintiffs, then being a joint-stock company completely registered according to the 7 $t 8 Viet. c. 110, for the registration, incorporation, and regulation of joint-stock companies, and which said company became and was afterwards, whilst so registered, and after the making of the said bond, completely registered under and according to the Limited Liability Act, 1855 (18 & 19 Viet. c. 133), and then became arid was and Is named Uroux's Improved Soap Company, Limited, and became arid was afterwards completely registered and incorporated under and according to the Joint Stock Company's Act, 1850 (19 & 20 Viet. c. 47), in the sum of 10001. to be paid to the said company ; and the said bond was and is subject to a certain condition thereunder written, which was and is to the tenor following, that is to say, " Whereas, the above-bounden Henry flay ward has been appointed the sole agent for the said company for the sale of the soaps manufactured by the said company, and for the collection of the company's credits, and the said company having agreed to pay the said Henry Hayward certain commissions on the amount of his sales which shall be accepted by the company, and on the collection of the said credits, as by an agreement niarle between him and the said company bearing or intended to bear even date here-[80l]-with will appear, by which agreement it is provided that the said Henry Hayward should give security to the said company for the due and regular payment of all moneys, bills, cheques, notes, and securities for money received by the said Henry Hayward for the said company, and the said Thomas Cooper, John Flower Jackson, John Day, and John Williams Watson, have, as his sureties, therefore entered into the above-written bond, subject to the condition heraunder written : Now the condition of the above-written obligation is, that, if the above-named Henry Hayward shall at all times hereafter honestly and faithfully pay over and apply all moneys, bill, cheques, notes, and other securities which he shall receive, or which shall come into his hands, possession, or power, for arid on behalf of the said company, by virtue or reason of his said appointment, then the above written obligation to be void, otherwise to be and remain in full forco and virtue: Provided, nevertheless, and it is hereby declared and agreed, that no greater sum than 2501. shall be recoverable under the above-written obligation from any one of them the said Thomas Cooper, John Flower- Jackson, .John Day, and John Williams Watson, or their respective heirs, executors, or administrators; and, further, that all, any, or either of them the said Thomas Cooper, John Flower Jackson, John Day, and John Williams Watson, their or any or either of their heirs, executors, or administrators, may at any time determine their or any or either of their or his suretyship, and continuing liability under the above-written obligation, by previously giving to the said company six calendar months' notice in writing of his or their, or any or either of their, intention so to do : Provided further', that the withdrawal of any one or more of them the said Thomas Cooper, John Flower Jackson, John Day, arid .John Williams Watson, shall not in [802J any way affect the responsibility of, or be construed to affect, relieve, or release the continuing surety or sureties (if any), nor shall the giving of such notice as aforesaid discharge the party or parties giving the same from their responsibility, unless or until the said Henry Hayward shall have honestly and faithfully paid orer and applied all moneys, bills, cheques, notes, and other securities which he shall have received, or which shall have come into his hands, possession, or power1, for and on the behalf of the said company, by virtue or by reason of his said appointment, down to thfi expiration of the said notice :" Averment, that the said Henry Hayward did not nor would, after the making of the said bond, honestly and faithfully pay over and apply divers moneys amounting, to wit, to 16141. 12s. 5d., and divers bills, cheques, notes, and other securities, which he...

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1 cases
  • Mok Swee Kok v Public Prosecutor
    • Singapore
    • Court of Appeal (Singapore)
    • 29 Julio 1994
    ...AC 168 (refd) Chota bin Abdul Razak v PP [1991] 1 SLR (R) 501; [1991] SLR 675 (folld) Groux's Improved Soap Company, Limited v Cooper (1861) 8 CB NS 800; 141 ER 1380 (refd) John Carter Colquhoun v Henry Brooks (1889) 14 App Cas 493 (refd) PP v Munusamy [1979] 2 MLJ 286 (refd) Queen-Empress ......

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