Harrison v Brown

[728] harrison v. brown. July 5, 9, 1852. A joint stock banking company, subsisting under the 7 Geo. 4, c. 46, having become insolvent, and ceased to carry on business, the public officer instituted a suit, charging certain of the directors, as Defendants, with losses during the time when the business was carried on, by reason of unauthorised speculations in shipping and collieries, and of a fraudulent transaction by a deed of arrangement with a debtor to the company, who was also made a Defendant; and praying relief in respect of all these matters, and particularly to have the deed set aside. On the demurrer of one of the directors: Held, that the suit was properly instituted by the public officer, although the company had ceased to carry on business; that it was not necessary to make the directors and trustees, who were not charged with the 5DEG.&SM.729. HARBISON V. BROWN 1319 improper transactions and fraud, parties; but, it appearing that the manager was mixed up in the transactions that it was necessary to make him a party. Held; also, that, although there were several distinct transactions, as to which the liabilities might be several, yet that it would lead to a mischievous multiplicity of suits if the demands were divided; and a demurrer for multifariousness was disallowed. This was a bill filed by the Plaintiff, as the public officer of the Sunderland Joint Stock Banking Company, against Messrs. Robert Brown, Hill, Parker, Clay and Watson, being some of the directors of the company, and against Mr. Thomas Brown. The bill stated several undertakings of the directors in the purchase of ships and collieries, by means of which the banking company had become insolvent; and transactions with the Defendant, Thomas Brown, the brother of the Defendant, Robert Brown, in the course of which Thomas Brown became largely indebted to the company; and that Thomas Brown became bankrupt. The bill alleged that, upon the bankruptcy of the Defendant, Thomas Brown, the Defendants, Bobert Brown, Hill, Parker, Clay and Watson, foresaw that the investigation of the affairs of the Defendant, Thomas Brown, under the bankruptcy, would necessarily lead to a public disclosure of the true state of the affairs of the bank, and the improper dealings and transactions of the directors in connection therewith; and that the Defendants, accordingly, with a view to obviate such a result, devised and entered into a scheme that the creditors of the Defendant, Thomas Brown, other than the said banking company and the Defendant, Eobert Brown, whose debts amounted to about 4851, 15s. 7d., should be paid a composition, which they were willing to accept, of 10s. in the pound upon the amount of their debts; and that thereupon the bankruptcy of Thomas Brown should be annulled; that Eobert Brown should advance the [729J amount of such composition, and be repaid as to half thereof by the banking company; that Eobert Brown and Thomas Brown should relinquish in favour of the company certain portions of the property which had been conveyed and assigned to him, Eobert Brown, by the Defendant, Thomas Brown; that Thomas Brown and Eobert Brown should be released from all debts and liabilities to the banking company ; and that the whole of the debt of 30,561, Os. 6d., due to the banking company, should be treated as the sole debt of the Defendant, Thomas...