Moore and Others v Rawlins
| Jurisdiction | England & Wales |
| Judgment Date | 05 May 1859 |
| Date | 05 May 1859 |
| Court | Court of Common Pleas |
English Reports Citation: 141 E.R. 467
IN THE COURT OF COMMON PLEAS AND IN THE EXCHEQUER CHAMBER
S. C. 28 L. J. C. P. 247. On point as to forfeiture, see Bigg's case, 1865, L. R. 1 Eq. 314. On Point as to registration, see Crowther v. Thorley, 1883, 48 L. T. 647; In re Russell Institution, [1898] 2 Ch. 76; In re Jones, [1898] 2 Ch. 91.
[289] moore and others v. rawlins. May 5th, 1859. [S. C. 28 L. J. C. P. 247. On point as to forfeiture, see Bigg's case, 18C5, L. R 1 Eq. 314. On point as to registration, see Orowther v. Ttiorley, 1883, 48 L. T. 647; In re Kuasell Institution, [1898] 2 Ch. 76 ; In re Jones, [1898] 2 Ch. 91.] A company consisting of more than twenty-five members, was formed under a deed of settlement which contained, inter alia, the following provisions,-2. That the object and puipose of the company shall be to enable each member to become the possessor of a freehold, copyhold, or leasehold house, of the estimated value of 1501. in respect of every share, &c. 4. That the sum of money necessary for carrying the object of the company into effect shall be raised by moans of the monthly subscriptions of the members, and of rent, &c., and by the sale of superfluous houses and land, and of houses and land which may not be immediately wanted for the purposes of the company, and by such other ways and means us are hereinafter provided. 5, That the business of the company shall be, to take on lease or to purchase, either for years or in fee, land or ground within the distance of twenty miles from St. Paul's, of freehold, copyhold or customary, and leasehold tenure, and to erect houses thereon, and to finish and complete any houses which may have been begun to be erected on the land so taken or purchased, and to take down and rqbaild, or to repair, any existing houses or buildings on the land or ground so taken or purchased; and to make and sell bricks, and to purchase and sell all kinds of building-materials, and to contract for and perform all kinds of work in the building business, and in relation thereto. 32. That the directors may employ as many servants and workmen as the business of the company may require 34. That the directors may authorize the trustees to make and buy bricks and tilea, and purchase all kinds of building materials, and erect, finish, and repair houses and other buildings, and generally to do all such acts, matters, and things as are usually done by builders. 36. That the directors may authorize the trustees to enter into and make contracts for erecting, completing, or carrying on all or any erections and buildings and other works, or for the supply of any articles or materials necessary for the purpose of carrying the object of the company into effect, as they may think expedient. 50, 51. The erection of houses, and the number, size, and description thereof, to be in the discretion of the directors. 63. That the company should be finally wound up when all the members have received allotments of houses :-'Held, that, notwithstanding the general words of the 5th and 34th clauses, it being apparent on the whole deed that the powers thereby given to the directors and 468 MOORE V. RAWLINS 6 C. B. (N. B.) 290. trustees were only ancillary to the main object and purpose of the association, viz. the enabling each member to become the possessor of a freehold, copyhold, or leasehold house, and not the carrying on the building business " for any purpose of profit,"-the company was not one which required registration under the 7 & 8 Viet. c. 110.-The 45th clause provided, that, if any member shall from any cause whatever permit any monthly subscription on any share or shares held by him or her to be in arrear for six months, such share or shares, and all moneys paid in respect thereof, shall, at the expiration of such six months, become absolutely forfeited to liie company :-Held, that the neglect of a member to pay his subscriptions and fines for six months, operated a forfeiture of his share or shares, at the option of the directors. The following case was stated for the opinion of this court, by consent, without pleadings:- The plaintiffs seek to recover from the defendant upon his covenant with them, as the trustees of a certain company called the Third Equitable Union Building Company, the sums of 51. and 14s., making together the sum of 51. 14s., the said sum of 51. being the amount of ten months' subscription alleged by the plaintiff's to be due from the defendant in respect of two shares by the plaintiffs alleged to be held by the [290] defendant in the said company, and the said sum of 14s. being the amount of fines alleged to be due in respect of the non-payment of the said subscriptions. The company, at the time of its formation, and at all times subsequently, was intended to consist, and has always consisted, of more than twenty-five members; and the capital of the company to be raised in the modes provided by the deed of settlement was the sum of 18,0001. The company was and is constituted and regulated by a deed of settlement made and executed by the parties thereto, and bearing date the 1st of December, 1851, The following are some of the clauses :- " That the abject and purpose of the company shall be to enable each member to become the possessor of a freehold, copyhold, or leasehold house (with or without a shop) of the estimated value of 1501. or thereabouts iu respect of every share, and so in proportion in respect of every additional half-share which he or she may subscribe) for or take up, to be held by such member in the first instance as tenant to the company at an annual rent payable monthly, until its dissolution, and afterwards as absolute owner and proprietor. "That each person executing these presents, and subscribing 5s. per month to the funds of the company, shall, so long as he or she shall continue to pay the same, be deemed a member, and the holder of one share in the company; and every additional 2s. 6d. per month subscribed and paid by such member shall entitle him or her to an additional half-share : Provided always, that no member shall subscribe for less than one share, or for more than thirty shares, and that the whole number of shares in the company shall not exceed five hundred at any one time. "That the sum of money necessary for carrying the object of the company into effect shall be raised by [291] means of the monthly subscriptions of the members, and of the rents to be paid by the members for the houses which shall be allotted to them, and by the sale of superfluous houses and land, and of houses and laud which may not be immediately wanted for the purposes of the company, and by such other ways and means as are hereinafter provided. "That the business of the company shall be to take on lease or to purchase either for yeara or in fee, laud or ground within the distance of twenty miles from St. Paul's Cathedral, London, of freehold, copyhold or customary, and leasehold tenure, and to erect houses thereon, and to finish and complete any houses which may have been begun to be erected on the land so taken or purchased, and to take down and re-build, or to repair any existing houses or buildings on the land or ground so taken or purchased, and to make and sell bricks, and to purchase and sell all kinds of building-materials, and to contract for and perform all kinds of work in the building business, and m relation thereto. "That two special meetings called for the purpose, and held at a distance of not less than fourteen days nor more than thirty-five days from each other, may by the resolution of a majority at each meeting consisting of two thirds of the number of votes given at such meeting, amend, alter, or repeal, either wholly or in part, all or 6 C. B. (tr. 9.) m MOORE V. BAWLINS 469 any of the clauses or provisions of this deed; and in lieu thereof, or in addition thereto, may make any other regulations or provisions of any nature or kind soever, whether altering, enlarging, or abridging, or otherwise affecting the original constitution of the company, or the purpose for which the same was established, and may increase or diminish the number of shares in such manner and to auch extent as they may think proper; arid three such special meetings may in like manner dissolve the company. [292] " That the directors may appoint such persons as they may think proper to fill the several offices of secretary and solicitor to the company, and may revoke such appointments at their pleasure, and may employ as many servants and workmen as the business of the company may require, and may remove or suspend auch servants and workmen, and may appoint others in their place, and may take security from any officer or servant of the company; and such officers, servants, and workmen shall receive such salaries, allowances, wages, or compensation for their respective services aa the directors shall think fit. "That the directors may authorize the trustees to make and buy bricks and tiles, and purchase all kinds of building-materials, and erect, finish, and repair houses and other buildings, and generally to do all such acts, matters, and things as are usually done by builders; subject, nevertheless, to such restrictions as may from time to time be imposed upon them by the resolutions of any general meeting. " That the directors may from time to time authorize the trustees to enter into any contract or agreement with any person or persons for the purchase or taking on lease of any freehold, copyhold, or leasehold lauds, or other hereditaments, which in the judgment of the directors it may be desirable to purchase or take for the purposes of the company, upon such terms and conditions as to the directors shall seem fit; and to complete or otherwise carry into effect such contract or agreement, or (if they shall consider it expedient so to do) to rescind such contract or agreement, or to vary the terms thereof; it being the true...
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