Harris v The North Devon Railway Company
| Jurisdiction | England & Wales |
| Judgment Date | 23 April 1855 |
| Date | 23 April 1855 |
| Court | High Court of Chancery |
English Reports Citation: 52 E.R. 651
ROLLS COURT
20BE1V.3M. HAEEIS V. NORTH DEVON RAILWAY CO. 651 [384] harris v. the north devon railway company. April 23, 1855. Directors had power, on non-payment of calls, to sue for them or forfeit and sell the shares. They proposed to a shareholder to relieve him from further liability, on his consenting to an absolute forfeiture. He assented, but the directors, having afterwards discovered that he was in good circumstances, refused to complete. The Court declined to compel the directors specifically to perform the contract. The discretion of directors to forfeit shares for non-payment of calls is a trust, to be exercised for the benefit of all the shareholders. The Defendants, The North Devon Railway and Dock Company, were incorporated by Acts of Parliament, and, by the 68th section of the first of those Acts, the directors of the company were empowered to make calls on shares, and it was thereby enacted that if any owner of shares should neglect or refuse to pay the calls thereon, it should be lawful for the company to sue for and recover the same, or to declare the shares forfeited, and to order them to be sold; provided that no advantage should be taken of any forfeiture without giving notice to the shareholder in writing, and observing the other formalities therein mentioned. In another of the Acts, passed in 1847, the Companies Clauses Consolidation Act was incorporated. The Plaintiff was at first a registered proprietor of 150 shares, but these were subsequently reduced to 50, on which there being arrears of calls, amounting to j400, unpaid, a correspondence relative thereto took place between the Plaintiff and the solicitors of the company, which resulted in a letter from the solicitors to the Plaintiff, dated 8th November 1854, and written by the verbal order of the board of directors, stating that the directors had come to the determination of allowing the Plaintiff, if he pleased, to forfeit his shares; that, in default of their receiving the arrears, they could of course forfeit the shares without his consent; but in that case he would be entitled, at any time before the shares were actually sold, to redeem them on payment of arrears, &c. ; that the directors meant, if he wished a forfeiture, to require him to renounce the right of redemption, [385] and to consent to final and complete forfeiture and surrender; that he would then be relieved from further...
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Re The National Patent Steam Fuel Comapany Barton's Case
...vires, and that cannot relieve Mr. Barton from his original liability in respect of his shares: Harris v. North Devon Eailway Company (20 Beav. 384); Clarke v. Hart (6 H. L. C. 633); Exparte Foote (32 L. T. 69); Beresfffrd's case (2 Mac. & G. 197); Exparte Baily (20 L. J. 145). The fact of ......
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...Britain) Limited [1916] 2 AC 307 (refd) East v Bennet Brothers Limited [1911] 1 Ch 163 (distd) Harris v The North Devon Railway Company (1855) 20 Beav 384; 52 ER 651 (refd) John Shaw & Sons (Salford) Limited v Peter Shaw and John Shaw [1935] 2 KB 113 (refd) Sanitary Carbon Co, Re [1877] WN ......
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