The Great Northern and Midland Coal Company Ltd Currie's Case
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1863 |
| Date | 01 January 1863 |
| Court | High Court of Chancery |
English Reports Citation: 46 E.R. 677
BEFORE THE LORDS JUSTICES.
S. C. 32 L. J. Ch. 421; 8 L. T. 472; 11 W. R. 675. See Karuth's case, 1875, L. R. 20 Eq. 510.
[367] In the Matter of the great northern and midland coal company (limited). cubrie's case. Before the Lords Justices. Nw. 1, 8, 13, 22, 1862 ; April 24, May 1, 8, 22, 1863. [S. C. 32 L. J. Ch. 421; 8 L. T. 472; 11 W. E. 675. See Karuth's case, 1875, 'L. R. 20 Eq. 510.] Directors of a company registered in 1860 took a transfer of paid-up shares from an allottee who had had them allotted to him by the company iu part payment of purchase-money in respect of property purchased by the company. The same directors were holders of other paid-up shares taken by them for attendance fees. The validity of the purchase in the one case and the allowance of attendance fees in the other were impugned. Held, that the transactions could not be affirmed in part and repudiated in part, and that consequently the directors, if treated as shareholders at aH, must be treated as paid-np shareholders, and not placed on the list of contri-butories in either case. Prior to the formation of the company the directors in question had agreed each to take 100 shares in the company and to execute the articles and memorandum of association when ready and to act as directors of the company, and the articles provided that the subscribers of the memorandum should be deemed to be directors until others were appointed, and that each director should hold at least 100 shares Hdd,- (1.) That their obligation to take the qualification shares could not be satisfied by their taking the unpaid-for shares. (2.) That the case was distinguishable from Lord Abercorn!s case, In re The National Insurance and Investment Association, 4 De G. F. & J. 78. (3.) That the directors were liable to be put on the list as contributories for their respective qualification shares. (4.) That they were also held liable to be put on the list as contributories in respect of the shares for which they had respectively subscribed the memorandum of association, but that these were to be taken as part of the qualification shares. This was an appeal by Captain Mark John Currie and Messrs. Henry Jeffreys Longcluse, Walter Fitzpatrick, George Cyprian Hacker and William Ricketts Parker from an order of Mr. Commissioner Goulburn settling the Appellants on the list of contributories in the winding up of the above-mentioned company, and making under a general call order a call upon them in respect of shares held by them respectively undei each of the following categories, viz.:- (a) One hundred shares transferred to each of them by one George Butcher out of a largei number of shares [368] originally allotted to him under the authority given, by the articles of association of the company as paid-up shares, in part of the consideration of a purchase made by the directors from him. (6) Shares taken by each of them in respect of attendance fees which they, with others, as de facto directors of the company, bub without any authority under the articles- of association or resolution of general meeting of the shareholders, voted to themselves by a resolution dated the 15th of January 1861, and paid practically, in default of money, by appropriating paid-up shares in the company to the required amount, the form of the transaction being that cheques were drawn upon the company's bankers for the amounts of the fees, which the recipients paid again to the company's bankers to its credit, taking in exchange for so doing an allotment made by themselves and their colleagues of a proportionate number of paid-up shares in the company, (e) Shares for which the Appellants who were five out of the seven subscribers of the memorandum and articles of association of the company had signed the memorandum. 678 cureie's case 3DBo.j.ftB.sM. The company was registered on the Slat of August 1860. The winding up petition was presented in December 1861. The validity of the purchase from Butcher was in dispute, as was also the legality of the payment of directors' attendance fees, without the sanction of a general meeting of the company, which had never been obtained. The 3d clause of the articles of association authorized [369] the company to purchase a business from Butcher, and to pay him in part of his purchase-money a. certain number of fully paid-up shares in the company. The 21st...
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