The Sheffield, Ashton-under-Lyne, and Manchester Railway Company v Woodcock
| Jurisdiction | England & Wales |
| Judgment Date | 15 January 1841 |
| Date | 15 January 1841 |
| Court | Exchequer |
English Reports Citation: 151 E.R. 894
EXCH. OF PLEAS.
S. C. 2 Railw. Cas. 522; 10 L. J. Ex. 492. Referred to, New Brunswick and Canada Railway Company v. Muggeridge, 1859, 4 H. & N. 583; Hull Flax Company v. Wellesley, 1860, 6 H. & N. 48; In re Barned's Banking Company, 1867, L. R. 3 Ch. Ap. 112.
[674] the sheffield, ashton - under - lyne, and manchester eaelway COMPANY v. WOODCOCK. Exch. of Pleas. Jan. 15, 184 L.-The Sheffield and Manchester Railway Act, (7 Will. 4, c. xxi.), by s. 115, empowered the directors from time to time to make such calls from the proprietors, on their respective shares, as they from time to time should find necessary, so that no call should exceed 10 on each share, and that there should be an interval of three calendar months between each successive call, and twenty-one clays' notice should be given of every such call by advertisement in the local newspapers ; and the proprietors were thereby required to pay the calls on their shares to such person, at such 7JJ. &W. 374. SHEFFIELD AND MANCHESTEll RLY. CO. V. WOODCOCK 895 time, at such place, and in such manner, as the directors should from time to time direct or appoint. The directors made a resolution for a call, specifying therein the amount of the call, and the day of payment, but not the place where, or the person to whom, the payment was to be made ; but a notice of that call, subsequently inserted in the local newspapers, according to the directions of the act, specified all those matters. In an action for the amount of such call against a party who was a proprietor at the date of the resolution, of the notice, and of the day appointed for payment, it not appearing also that there was any change in the directory during that interval:-Held, that the call was properly made.- By another resolution, made on the 13th of March, the directors resolved that a call of 5 should be made on the 30th of March instant, to be paid on the 1st of May:-Held, that the call was not invalid because the resolution was prospective.-Some of the directors by whom the resolutions for the calls were made, were members of a banking company, who were the bankers and treasurers of the Railway Company, and as such received arid gave receipts for calls, and paid cheques drawn by the directors, &c. A clause of the act of Parliament (s. 150) enacted, that no person'concerned or interested in any contract with the Company should be capable of being chosen a director, and that if any director should directly or indirectly be concerned in any contract with the Company, he should thereupon be immediately, arid wag thereby, discharged from the direction :- Held, that this clause applied only to contracts made with the Company in prosecution of its enterprise, and did not disqualify the directors above mentioned.- Another clause (s. 159) directed that the orders and proceedings of the directors should be entered in a book, and signed by the chairman of the meeting, and enacted, that when so entered and signed, they should be deemed originals, and be read in evidence without proof of the persons making or entering them being directors, or of the signature of the chairman :-Held, that a book of proceedings, purporting to be signed " W. S,, deputy chairman," was evidence per so, without proof that W. S. was in fact deputy chairman, or as such presided at the meeting.-A transfer of railway shares from an original subscriber to the undertaking, made before the formation of a register of proprietors pursuant to the act, but after the passing of the act of Parliament, is good, although the transferror be never registered as a proprietor.-Where the act required such transfer to be by deed, arid a transfer of shares was executed by the seller with a blank for the purchaser's name, and stating the consideration untruly, but the purchaser afterwards signed and transmitted to the Company, in pursuance of the act, a proxy paper describing him as the proprietor of the shares :-Held, iu an action by the Company against him for calls on such shares, that he was precluded from disputing the validity of the transfer. [S. C. 2 Eailw. Gas. 522 ; 10 L. ,1. Ex. 492. Referred to, New Hnmswick and Canada Railway Company v. Muijgnridtje, 1859, 4 H. & N. 583; Hull Flax Company v. Wellesley, 1860, 6 H. & N. 48; In re Barned'a Banklwj Company, 1807, L. R. 3 Ch. Ap. 112.} Debt for calls on shares in the above railway. The declaration was in the form given by the act of Parliament, 7 Will. 4, c. xxi., s. 118,() stating the defendant to (a) The following sections of the act (which received the royal assent 5th May, 1837) were referred to in the course of the argument, and are material to the case :- Sect. 110. The said Company shall and they are hereby required from time to time, as occasion may require, to cause the names of the several corporations and the names and additions of the several persons who shall then be or who shall from time to time thereafter become entitled to shares in the capital stock of the said Company, with the number of shares they are respectively entitled to, and the amount of the subscriptions paid thereon, and also the proper number by which every share shall be distinguished as aforesaid, to be fairly and distinctly entered in a book to be kept by the clerk ol the said Company, and after such entry made, to cause their common seal to be affixed thereto; and the said Company shall from time to time cause a certificate or ticket, with their common seal affixed thereto, to be delivered to every such proprietor, on demand, specifying the share or shares to which such proprietor is entitled, such proprietor paying to the clerk of the said Company the sum of two shillings and 896 SHEFFIELD AND MANCHESTER ULY. CO. V. WOODCOCK 7M. &W. 575. be, at the [575] several times of the making of the several calls thereinafter mentioned, and from thence continually to the commencement of this suit, a proprietor of twenty shares in the said undertaking, and to be indebted to the Company in the [576] sum of 450 for four calls of 21. 10s., 5, 5, and 10 respectively. The defendant pleaded, sixpence, and no more, for every such certificate or ticket; and such certificate or ticket shall be admitted in all courts whatsoever, as prima facie evidence of the title of such respective proprietors, their successors, executors, administrators, or assigns, to the share or shares therein specified; and such certificate or ticket may be in the words or to the effect following; that is to say, "Sheffield, Ashton-under-Lyne, and Manchester Eailway Company. " Number "These are to certify that A. B., of [or the name of the corporation] is the proprietor of the share [or shares], number of the Sheffield, Ashton- under-Lyne, and Manchester Railway Company, subject to the rules, regulations, and orders of the said Company. Given under the common seal of the suicl Company the day of in the year of our Lord ." Sect. 113. The several persons who have subscribed, or who shall hereafter subscribe or agree to advance or pay any money for or towards the said undertaking, shall and they are hereby required to pay the respective sums of money by them respectively subscribed or agreed to be paid, or such parts or proportions thereof as shall from time to time ba called for by the directors of the said Company, under or by virtue of the powers of this act, at such times atid places and to such persons as shall from time to time be directed by the said Directors; and in case any party shall refuse or neglect to pay as aforesaid the money by him so subscribed for, or the part thereof so called for, at the time or respective times and in the manner required for that purpose, it shall be lawful for the said Company to sue for and recover the same, with full costs of suit, in any court of law or equity, together with interest on every such unpaid sum of money at the rate of 51. per centum from the time when...
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