The Oriental Inland Steam Company Ltd v Briggs

JurisdictionEngland & Wales
Judgment Date11 December 1861
Date11 December 1861
CourtHigh Court of Chancery

English Reports Citation: 45 E.R. 1157


The Oriental Inland Steam Company Limited

S. C. 31 L. J. Ch. 241; 8 Jur. (N. S.), 201; 5 L. T. 477; 10 W. R. 125. See Bridger's Case, 1869, L. R. 9 Eq. 80. Distinguished, Harris's Case, L. R. 7 Ch. 590 n.

. F. to J. in. ORIENTAL STEAM NAVIGATION CO. V. BRIGGS 1157 [191] the oriental inland steam company (limited) v. briqus. Before the Lord Chancellor Lord Westbury. Dec. 11, 1861. [S. C. 31 L. J. Ch. 241; 8 Jur. (N. S.), 201; 5 L. T. 477; 10 W. R. 125. See Brulger's Case, 18G9, L. R. 9 Eq. 80. Distinguished, Harris's Case, L. R. 7 Ch. 590 n.] To an application for shares in a company the secretary answered that the shares had been allotted to the applicant, and that he must sign the memorandum and articles of association, or else that the shares and deposit would be forfeited. He did not comply with the condition, but was nevertheless placed upon the register. Held, that this was not a simple acceptance of the offer to take shares, and that therefore a bill by the company to compel the applicant to take the shares and pay the calls on them was demurrable. This was an appeal from the allowance by Vice-Chancellor Wood of a demurrer. The bill stated that the Plaintiffs were a company constituted under "The Joint Stock Companies Act, 1856," and duly registered under that Act on the 18th of December 1856 as a company with limited liability. After setting forth the memorandum of association and articles of association, and stating that they had been duly registered in compliance with the provisions of the Joint Stock Companies Act, 1856, and that a certificate of incorporation had been duly obtained bearing date the 18th day of December 1856, and that the company shortly afterwards commenced and had ever since continued to carry on its business, the bill proceeded to state that in the month of February 1859 Lieutenant-General John Briggs, the Defendant, who was then a shareholder in the company, was desirous to obtain 150 of the said new shares, and that on or about the 12th day of that month he signed and sent to the directors a letter of application which was as follows:-"To the directors of the Oriental Inland Steam Company (Limited); Gentlemen,-I request thtit you will allot to me 150 of the new issue of shares in this company, and I hereby undertake to accept the same or any less number that may be allotted to me, to pay the calls thereon when due and to sign the articles of association when required." That the Defendant at the time when he sent the letter of application also paid to the bankers of the company on behalf of the company the sum of 15 as and for a deposit of 2s. on each of [192] the said 150 shares, for which he had applied and obtained the bankers' receipt for that sum. That the directors of the company in accordance with the application made by the Defendant duly allotted to him 150 of the new shares, and that on or about the 5th day of March 1859 the then secretary of the company on behalf of the company signed and sent to the Defendant a letter of the last-mentioned date, which was duly received by him and was as follows :-"New Issue. Oriental Inland Steam Company (Limited). Your application for 150 shares in the above undertaking having been laid before the directors I am desired to inform you that 150...

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