Re The Northumberland and Durham District Banking Company Luard's Case

[633] In re the northumberland and durham district banking company. luard's case. Before the Lords Justices. Jan. 25, 26, 27, March 5, 1860. The Joint Stock Companies Act, 1856, has not taken away the liability of the husband of a female shareholder to be placed on the list of coritributories in her right in respect of shares belonging to her, but in respect of which he has done no act to make himself a member of the company. Mrs. L. was, before her marriage, the registered owner of shares in a banking company. Upon her marriage a settlement was executed, by which the shares were assigned to trustees upon trusts excluding the husband, but the trustees did not accept the trusts, and the shares continued registered in the lady's former name. It was not proved that the company had notice of the marriage or of the settlement. The company was afterwards registered under the Joint Stock Banking Companies Act, 1857, and wound up under the Joint Stock Companies Acts of 1856 and 1857. Held, that the name of the husband in right of his wife must be placed on the list of contributories as well as that of the wife. Semble, notice to the company of the marriage and of the settlement would not have altered the case. This was a motion on the part of the official liquidator of the company to discharge an order of Vice-Chancellor Kindersley, by which His Honour ordered that the name of Lewis Marianne Luard, the wife of Robert Luard, in respect of her separate estate, be included in the list of contributories, but that the name of Robert Luard be excluded from such list. Charles John Bigge, the first husband of Mrs. Luard, was at the time of hia death possessed oi 805 shares in this company. He died on the 16th of March 1846. Mrs. Luard, then Mrs. Bigge, administered to him. 440 of the shares were sold by her, the remaining 365 were transferred into her name in the books of the company, but she did not execute the company's deed of settlement or any deed of accession to it. She received the dividends upon these 365 shares, and paid in respect of them a call which was made by the company. On the [534] 17th of October 1850 she married Mr. Luard. By a settlement which was made upon this marriage these shares, with other property to which Mrs. Luarcl was entitled, were assigned to trustees, in trust for the separate use of Mrs. Luard during her life, and after her decease in trust for her children by her first marriage; but the trustees of the settlement did not accept the trusts, and the shares were not transferred into their names. Mr. Matthew Robert Bigge, the brother-in-law of Mrs. Luard, was one of the acting directors of the bank, and he was applied to for the numbers of the shares with a view to their being included in the settlement, but beyond that there was no communication to the bank either of the marriage or of the settlement. The shares were permitted to continue standing in the name of Mrs. Luard by the description of Lewis Marianne Bigge, and in the returns to the register office she continued to be entered by that name as the proprietor of the shares. The dividends upon the shares were paid to Mr. Luard by Mrs. Luard's order after the marriage up to the time when the bank stopped payment. The bank, which had existed for many years before the passing of the Joint Stock Banking Companies Act, 1857, was duly registered under that Act. Under these circumstances Vice-Chancellor Kindersley made the above-mentioned order. Various clauses of the company's deed of settlement were referred to and commented upon during the argument, but it does not appear necessary to set them out 1DECLF.&J.5W. DISTRICT BANKING COMPANY 469 in extenso. The llth clause was to the effect that the company should not be bound to regard equitable titles to shares, but that the person on the register should be deemed the owner. The 26th contained provisions as to assignees of bankrupt and insolvent shareholders, husbands of female shareholders, and executors, adminis-[635]-trators and legatees proving their title. The 27th provided that husbands, executors, administrators, legatees and assignees in bankruptcy or insolvency should not be deemed shareholders, but might either sell the shares or become shareholders in respect of them under the subsequent provisions. The 28th provided for a person who thus desired to become a shareholder giving notice and becoming a shareholder upon executing a proper deed binding him to observe the provisions of the deed of settlement, upon which he was to have the share transferred into his name, and be personally liable to the obligations connected with them. The 29th was to the effect-that persons claiming under any of the above derivative titles should not be entitled to receive any dividends becoming due after the accruer of such title until some person had become a shareholder in respect of the shares in question. The 31st was to the effect that a person thus coming in under a derivative title should as regarded liability be deemed a shareholder from the time his title accrued, but not be entitled to participate in profits till he had executed the proper deed. There was also a power to declare any shares forfeited which should become vested by derivative title in a person who refused or neglected for a certain period to become a shareholder in respect of them. Sir H. M. Cairns and Mr. Leonard Field, for the official liquidator, in support of the appeal motion. When a female shareholder marries, her husband may require his name to be inserted as shareholder instead of that of his wife; the company then would have nothing more to do with the wife's title. If there is an agreement between the husband and wife which takes away the husband's right to make himself owner of the shares, the shares may be transferred into the names of trustees, and then [536] the husband escapes all liability in respect of...