Re The National Insurance and Investment Association Mrs Davies's Case The Marquis of Abercorn's Case
| Jurisdiction | England & Wales |
| Judgment Date | 13 May 1862 |
| Date | 13 May 1862 |
| Court | High Court of Chancery |
English Reports Citation: 45 E.R. 1112
BEFORE THE LORDS JUSTICES.
S. C. 31 L. J. Ch. 828; 8 Jur. (N. S.), 951; 10 W. R. 548; 6 L. T. 118, 235; 7 L. T. 225. As to the point of Director's Liability in Abercorn's case, followed, Chapman's Case, 1866, L. R. 2 Eq. 569. Distinguished, Levita's case, 1867, L. R. 3 Ch. 38. See Henderson v. Lacon, 1867, L. R. 5 Eq. 258. Distinguished, Harward's case, 1871, L. R. 13 Eq. 34. Considered, Brown's case, 1873, L. R. 9 Ch. 103. See Green's case, 1874, L. R. 18 Eq. 433; De Ruvigne's case, 1877, 5 Ch. D. 317; In re Colombia Phosphate Works, 1883, 25 Ch. D. 287; Arnison v. Smith, 1889, 41 Ch. D. 356.
START [78] In re the national insurance and investment association. mrs. davies's case. the marquis of abercorn's case. Before the Lords Justices. May 13, 1862. [S..C. 31 L. J. Ch. 828; 8 Jur. (N. S.), 951; 10 W. R. 548; 6 L. T. 118, 235; 7 L. T. 225. As to the point of Director's Liability in Abercorn's case, followed, Chapman's case, 1866, L. R. 2 Eq. 569. Distinguished, Levita's case, 1867, L. R. 3 Ch. 38. See Henderson v. Lucon, 1867, L. R. 5 Eq. 258. Distinguished, Harwanl's ease, 1871, L. R. 13 Eq. 34. Considered, Brown's cane, 1873, L. R. 9 Ch. 103. Sue Green's case, 1874, L. R. 18 Eq. 433; De Rumyntt's case, 1877, 5 Ch. D. 317 ;\ In re Colombia, Phosphate Works, 1883, 25 Ch. D. 287 ; Arnism v. Smith, 1889, 41 Ch. D. 356.] The deed of settlement of a company formed in 1844 for insurance and investment provided that all persons holding any stock in the association should (among other persons) be members. The deed defined two classes of stock-mutual stock and the capital stock, the former arising from that part of the money received for investment, which was not to be liable to the liabilities of the insurance department. The mutual stock was to be of nnlimited amount, and to be issued in shares of such amount and upon such terms as to price and otherwise, and subject to such stipulations as to the return or cancellation thereof, as were thereinafter mentioned or as should be provided by any bye-laws; and was to bear such interest, payable only out of profits and not exceeding 5 per cent., as should be determined by the board of management, with a power to the board to give the holders a larger amount out of the profits when more than sufficient to answer certain other claims. After some time the company assumed the title of bank of deposit, and issued a prospectus inviting deposits, and stating that stock vouchers would be given for 4 BE G. P,& J. 79. IN BE NATIONAL INSURANCE, ETC., ASSOCIATION 1113 all auma depoaited, but not stating anything from which it could fairly be inferred that depositors would become shareholders or share in profits. Mrs. D. deposited a sum with the association and received a certificate that she was entitled to a corresponding amount of " investment stock." Held, on the winding up of the company, that Mrs. D. was not the holder of any such stock as was contemplated by the deed, was not entitled to share in profits, and was not a contributory. A. consented to become a director of the company, and was appointed a director, but never took any active part in the affairs of the company, and after about fourteen months he resigned his office. By the terms of the deed of settlement no one could be a director who did not hold 100 capital stock. A., however, never was and never agreed to be the holder of any stock in the company. Held, reversing the order appealed from, that A. could not be placed on the list of contributories on the ground of his having, by accepting the office of director, come under an obligation to take the stock requisite to qualify him for the office. The first of these cases came before the Court upon a motion by Mrs. Louisa Theodosia Davies to discharge so much of an order of the Master of the liolls as declared that she was a contributory, and directed that she should be included in and settled upon the list of eontriijutories of the above-named company, and also so much of the same order as directed that all further proceedings in an action commenced by her against the association should be stayed, and as further directed that she should not be allowed the costs...
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