Smith and Others v The Hull Glass Company
| Jurisdiction | England & Wales |
| Judgment Date | 22 January 1852 |
| Date | 22 January 1852 |
| Court | Court of Common Pleas |
English Reports Citation: 138 E.R. 729
IN THE COURT OF COMMON PLEAS
S. C. 7 Rail. Cas. 287; 21 L. J. C. P. 106; 16 Jue. 595. Observed upon, In re Sea, Fire, and Life Compan, 1854, 3 De G. M. & G. 459. Discussed, Ernest v. Nicholls, 1857, 6 H. L. C 420. Principle applied, Cartmell's case, 1874, L. R. 9 Ch. 696; Biggerstaff v. Rowatt's Wharf, [1896] 2 Ch. 104.
[897] smith and others v. the hull glass company. Jan. 22, 1852. [S. C. 7 Eail. Gas. 287; 21 L. J. C. P. 106; 16 Jur. 595. Observed upon, Inn , Fire, and Life, Assurance Company, 1854, 3 De G. M. & G. 459. Discussed, Ernest v. Nicholls, 1857, 6 H. L. 0. 420. Principle applied, Cartmell's case, 1874, L. K. 9 Ch. 696; Biggersta/v. Bowatt's Wharf, [1896] 2 Ch. 104.] A company established for the manufacture of glass, completely registered under the 7 & 8 Viet. c. 110, had power under a clause in their deed of settlement to appoint a manager of their works and factories, to "superintend and transact, under the control of the board of directors, the manufacturing business of the company," and to whom the board of directors were by another clause authorised to delegate " such and so many of the powers thereby given to them, as would enable him to carry on the said works and manufacturing business in an efficient manner:"-Held, that the company were liable for goods supplied to them for the purposes of their manufactures, upon orders given by such manager, although there was no express delegation of authority.-Held also, that the company were liable for goods supplied upon the orders of unauthorised persons,-such as the chairman, deputy-chairman, and secretary,-where the goods were with their knowledge received upon their premises, and used by them for the purposes of their trade This was an action of debt for goods sold and delivered by the plaintiffs to the defendants, a registered joint-stock company. The cause was tried before Cresswell, J., at the sittings in London in Michaelmas Term, 1851 (a), when the jury found a special verdict, which was afterwards, by consent, turned into a special case, upon the argument of which the court were to draw such inferences of fact as the jury might have drawn. The facts so found were as follows :- The plaintiffs during all the time after mentioned were, and are, persons carrying on business in the city of London as merchants and co-partners; and one William Farthing the elder, and one William Farthing the younger, during all the time after mentioned, carried on partnership together, under the firm of William Farthing, Son, & Co., at the town of Kingston-upon-Hull, as general agents, and, during all the time aforesaid, were employed as such general agents by the plaintiffs as such merchants as aforesaid. The defendants, before and during all the time after mentioned, were, and are a joint-stock company within the true intent and meaning of the 7 & 8 Viet. c. 110, for the registration, incorporation, and regulation of joint-[898]-stock companies, and long before and during all the time after mentioned carried on the business or trade of manufacturing and selling glass, as such joint-stock company, at Kingston-upon-Hull; and, before any of the times after mentioned, the defendants had been completely registered under and in pursuance of the provisions of the said statute; and such complete registration had, before any of the said times after mentioned, been duly certified by the registrar of joint-stock companies, and his certificate thereof duly obtained by the said company, under the provisions of the said act. Previously to the said complete registration being certified as aforesaid, the deed of settlement of the said company was in due manner registered, according to the statute in that behalf. [The deed,-which bore date the 26th of March, 1846, and (a) For the argument on a former trial between the parties, vide ante, vol. viii. p. 668. 730 SMITH V. THE HtlLL GLASS COMPANY 11 C. B. 899. professed to be made " between the several persons whose names and seals were thereunto subscribed and affixed (except Thomas Holmes and George Buckton) of the one part, and the said Thomas Holmes and George Buckton of the other part,-was set out: the material parts of it were the following:-] " That, for the purpose of establishing the said company in conformity with and by virtue of the provisions of the said statute for the registration, incorporation, and regulation of joint-stock companies, each and every of the said several persons parties hereto of the one part (so far as relates to the acts and deeds of himself and herself respectively, and his and their respective heirs, executors, and administrators only, and not further or otherwise,) doth hereby for himself and herself respectively, and his and her respective heirs, executors, and administrators, covenant, promise, and agree to and with the others, and every other of them, and their and his executors and administrators, that they the said several persons parties hereto of the one part shall and will, immediately from and after the execution of these presents, [899] become and be a company, by the name, style, and firm of the Hull Glass Company, for the purposes, and upon and under the terms, agreements, rules, and regulations hereinafter expressed and set forth; and that they the said several persons, or such of them as shall be necessary in that behalf, shall and will forthwith do all such acts, and sign and deliver all such statements, certificates, and other documents, as shall be necessary, in order that the said company may be completely registered in the office for the registration of joint-stock companies, under and pursuant to the provisions of the said statute hereinbefore mentioned, and shall and will apply for and endeavour to obtain a certificate of such complete registration, in due form of law: And that, for the same purpose, each and every of them the said several persons parties hereto of the one part (so far as relates to the acts and deeds of himself and herself, and his and her respective heirs, executors, and administrators only, and not further or otherwise,) doth hereby for himself and herself severally and respectively, and his and her several and respective heirs, executors, and administrators, covenant, promise, and agree with and to the said Thomas Holmes and George Buckton (as trustees on the part of the said company), and their executors and administrators, in manner following, that is to say, that they the said several persons parties hereto of the one part, shall and will immediately from and after the execution of these presents become and be a company or co-partnership, by the name and style aforesaid, and shall and will, from time to time after the complete registration of the said company under the provisions of the said statute, well and truly pay or cause to be paid to the said company or co-partnership, or some officer thereof lawfully authorised in that behalf, all calls or further instalments which shall, under or by virtue of or in accordance with the provisions of these presents, be made or become due and payable [900] upon or in respect of the said several shares the numbers whereof are set opposite to the names of the said several covenanting parties respectively in the said schedule hereto, and so taken by them respectively as hereinbefore recited, and every of them, without any deduction or abatement whatsoever, and shall and will pay the same calls or further instalments at the several times when according to the said provisions the same shall respectively from time to time become due and payable; and also shall and will well and truly observe, perform, stand to, abide by, and keep all and singular the rules, regulations, engagements, agreements, clauses, matters, and things hereinafter set forth and contained for or in relation to the managing and conducting the affairs and concerns of the said company, or for or in relation to the regulation of the transfer of shares in the capital of the said company, or otherwise; and also all such rules, regulations, bye-laws, agreements, clauses, matters, and things as under or by virtue of, or in accordance with, the provisions of these presents and the said statute hereinbefore mentioned, or under or by virtue of these presents only, but in accordance with the provisions of the said statute, shall be made, instituted, or entered into for the purposes aforesaid, or either of them, or otherwise in relation to the business or capital of the said company : And, further, for fully carrying the purposes aforesaid into effect, and complying with the provisions of the said statute,- " 1. That the said company shall be called or styled the Hull Glass Company : " 2. That the business or purpose of the said company shall be, the manufacturing and vending of glass and glassware of every description, and, among others, plate-glass, crown-glass, &c.: " 4. That there be five directors of the said company, and that George Buckton, 11C. B. 901. SMITH V. THE HULL GLASS COMPANY 731 William Farthing, Thomas [901] Wilson, Thomas Ward Grleadow, and Robert Wake (who are respectively parties to these presents of the one part), be the first directors of the said company, who at their first meeting after such election shall from their own body select a chairman and a deputy-chairman : " 6. That there be a secretary of the said company, and that the directors shall have power to appoint the secretary of the said company : " 7. That there be a manager of the works, factories, and business of the said company, if the board of directors shall from time to time think fit, who shall be resident upon or in the neighbourhood of the said works : "11. That, upon the commencement of the business of the said company, after complete registration as aforesaid, the affairs and concerns of the said company shall be managed under and subject to the regulations and agreements...
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