Inchbald v The Western Neilgherry Coffee Tea, and Cinchona Plantation company Ltd
| Jurisdiction | England & Wales |
| Judgment Date | 10 November 1864 |
| Date | 10 November 1864 |
| Court | Court of Common Pleas |
English Reports Citation: 144 E.R. 293
IN THE COURT OF COMMON PLEAS AND IN THE EXCHEQUER CHAMBER
S. C. 24. L. J. C. P. 15; 11 L. T. 345; 10 N. S. 1128; 13 W. R. 95. Referred to, Ogdens, Limited v. Nelson, [1903] 2 K. B. 296; [1904] 2 K. B. 410; [1905] A. C. 109. Adopted, Burchell v. Gowrie and Blockhouse Collieries Company, Limited, [1910] A. C. 626.
[733] inchbau) ò( . the western NEiuiHEHity coffee, tea, axd cinchona plantation company (limited). Nov. 10th, 1864. [S. C. 24 L. J. C. P. 15 ; 11 L. T. 345 ; 10 Jur. N. S. 1128 ; 13 W. It. 95. Eeferred to, Ogdens, Limited v. Nelson, [1903] 2 K. B. 296 ; [L904] 2 K. B. 410; [1905] A. C. 109. Adopted, Burchell v. Cfuwie and Blockhouse Collieries Uompiniy, Limited, [1910] A. C. 626.] The plaintiff was retained, by resolution of the directors of a public company, as broker, to dispose of the shares therein, upon the terms that he was to receive (a) See Doria & Macrae's Law of Bankruptcy, vol. 1, 741, and Shelford's Law of Bankruptcy, 3rd edit. 478, 543. 294 INCHBALD V. WESTERN NEILGHEHRY COFFEE CO. 17 C. B. (N. 8.) 734. 1001. down, and 4001. more when all the sliares should haw, been allotted. By the act of the directors, without any default on the part of the plaintiff, the company was wound up before the whole of the shares had been disposed of:-Held, that the plaintiff was entitled to recover, as damages for the breach of contract, such sum as a jury (or the court substituted for a jury) should think reasonable. This was an action, for the breach of a contract by the company to employ the plaintiff as their broker to dispose of shares. The special count of the declaration stated that it was agreed between the plaintiff and the defendants that the plaintiff should become stock-broker to the defendants in and about the selling and disposing of shares in the said company, for reward to the plaintiff in that behalf to be paid by the defendants, that is to say, 1001. to be paid down, and 4001. in addition on the allotment of the whole of the shares of the said company; that thereupon, in consideration of the premises, and that the plaintiff then promised the defendants to fulfil the said agreement on his part, the defendants then promised the plaintiff to permit and suffer him to act as such broker, and to sell and dispose of the said shares for the defendants as aforesaid : (irenoral averment of performance of all conditions precedent, &c. : Breach, that the defendants, without any reasonable cause or pretence, wrongfully refused to permit the plaintiff to act as such broker, or to sell and dispose of the said shares for the defendants as aforesaid, whereby the plaintiff was prevented from earning the said sum of 4001. so to he paid to him in addition as aforesaid. There was also a count for work and labour and commission as a broker. The defendants pleaded to the special count, a denial of the promise, and a traverse of the breach as alleged, and, to the commoti count, never indebted, and payment. Issue thereon. The cause was tried before Williams, J., at the sit-[734]-tings in London after Easter Term last, when the following facts appeared in evidence:-The Western Nailgherry Coffee, Tea, and Cinchona Plantation Company (Limited), was alleged by the prospectus to be incorporated under the Companies Act, 1862 (2f & 20 Viet. c. 89), whose capital was to consist of 50,0001., in 10,000 shares of 51. each : and it was stated that the company was formed for the purpose of purchasing and cultivating coB'ee, tea, and cinchona upon certain freehold and leasehold estates in the Madras presidency,-the purchase-money for which was to be 30,0001., one third of which wsjs to be taken in shares by the vendor. The prospectus further stated that " the directors had'entered into an arrangement with the vendor (a gentleman for the last twenty years a resident on the Neilgherry Hillsj during which time he had made the cultivation of coffee his chief occupation), whereby he agreed to accept the superintendence of the property, and to guarantee an average minimum profit of 8 per cejit. per annum on all paid-up capital for five years, and to double the present crop within the same period ; and, as security for the fulfilment of this guarantee, he was to leave 50001. and the 2000 shares, parts of the purchase-money, and the interests and dividends thereof respectively, in the...
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