Walker v Bartlett
| Jurisdiction | England & Wales |
| Judgment Date | 24 June 1856 |
| Date | 24 June 1856 |
| Court | Court of Common Pleas |
English Reports Citation: 139 E.R. 1148
IN THE COURT OF COMMON PLEAS AND IN THE EXCHEQUER CHAMBER
S. C. 25 L. J. C. P. 156; 2 Jur. N. S. 261. Reversed in Exchequer Chamber, 18 C. B. 845.
; ' [446] walker v. baetlett. Jan. 29, 1856. [S. C. 25 L. J. C. P. 156; 2 Jur. N. S. 261. Eeversed in Exchequer Chamber, 18 C. B. 845.] A. agreed to sell to B. 500 shares in a lead-mine, and a transfer paper in the usual form was made out in blank, signed by A., and sent to B., who kept it, but never signed his acceptance of the shares on the transfer paper, nor ever took it to the purser of the mine to get the transfer registered; and so the shares remained on the books of the company in A.'s name.-Calls having been afterwards made in respect of the shares, which A. was obliged to pay,-field (upon the authority of Humble v. Langston, 1 M. & W. 517), that no contract was to be implied on the part of the buyer either to register the shares in his own name or to indemnify , the seller against any calls'which he might be required to pay by reason of nonregistration. This was an action to recover the amount of certain calls on mining shares. The first count of the declaration stated that the plaintiff, before and at the time of the sale of the shares and of the delivery of the transfer thereof thereinafter mentioned, was possessed of five hundred shares in a certain mine, called the Cefn Gwyn mine, of which shares he was registered owner; and thereupon, in consideration that the plaintiff would sell the said shares to the defendant, and execute and deliver to the defendant a transfer of the said .shares, the defendant promised the plaintiff to buy and accept the same, and to pay to the plaintiff 3001. for the same, and to indemnify and save harmless the plaintiff from all subsequent payments and liabilities for or in respect of the said shares, or for or in respect of any calls which should or might thereafter be made upon or in respect thereof; and, although the plaintiff did sell the said shares to the defendant, and execute and deliver to the defendant a transfer of the said shares pursuant to the said agreement, and the defendant accepted and received the same from the plaintiff, and paid him for the same according to the said agreement; and although the plaintiff had performed and been ready and willing to perform all things on his part to be performed; and although subsequently to the said sale of the said shares, and the delivery of the said transfer, the plaintiff, as such registered owner as aforesaid, became and was liable to divers calls made subsequently to the said sale and delivery of the said transfer, for and in respect of the said shares respectively, and was obliged to pay the same,-of all which the defendant, [447] within a reasonable time in that behalf, had notice, and was requested to indemnify and save harmless the plaintiff from the said payments and liabilities; yet the defendant did not nor would indemnify or save harmless the plaintiff from the said payments, or any of them, although a reasonable time in that behalf had elapsed before the commencement of the suit. The second count stated that the plaintiff was possessed of the said shares, and registered as the owner thereof as in "the first count mentioned, and the said mine was worked by a company, and, according to the rules and regulations of the said company, the person registered as the owner of shares therein remained and continued liable to calls made in respect of the said shares while he continued and was registered as such owner ; and thereupon, in consideration that the plaintiff would sell to the defendant the said shares, and that the plaintiff would deliver to the defendant a transfer of the said shares signed by the plaintiff, he the defendant promised the plaintiff that he the 17 C. B.448. WALKER V. BARTLETT 1149 defendant would accept and pay for the same, and cause the said shares to be registered in his the defendant's name as owner thereof, according to the rules and regulations of the said company,'within a reasonable time in that behalf, so that the plaintiff might be relieved from further liability, in respect, of the said shares; and that, although the plaintiff performed all things on his behalf, and such reasonable time had elapsed before the commencement of this suit, yet the defendant did not, within such reasonable time, or at any other time, cause the said shares to be registered in his the defendant's name as owner thereof, or otherwise, but left and continued the same registered in the plaintiffs name, whereby he became liable to and was compelled to pay a large sum of money for calls subsequently made on the said shares. [448] The third count stated that the plaintiff was possessed of, and registered as the owner of, the said shares as aforesaid, according to the rules and regulations of the said company, and the defendant bought the said shares, and the plaintiff delivered to the defendant the said transfer thereof as aforesaid; that the said mine was worked by the said company, and, according to the rules and regulations of the said company, the person registered as the owner of shares therein remained and continued liable to pay calls made in respect thereof so long as he continued and was so registered, but such liability ceased upon his selling the said shares and the vendee thereof being registered as the holder of the said shares, according to the rules and regulations of the said company, in the place and stead of the former person so registered as owner as aforesaid,-of all which the defendant, at the time of the said sale, and delivery of the said transfer, had notice; and, by reason of the premises, it then became the duty of the defendant to cause to be registered the said shares in his the defendant's name as owner thereof, within a reasonable time in that behalf, according to the rules and regulations of the said company, but he did not register, nor had he at any time registered the said shares in his the defendant's name as owner thereof, according to the said rules and regulations, although a reasonable time in that behalf had elapsed before the commencement of the suit; whereby the plaintiff was obliged to pay calls subsequently made upon the said shares, and was otherwise damnified. There was also a count for money paid by the plaintiff to and for the use of the defendant at his request. And the plaintiff claimed 10001. The following particular of the plaintiff's demand under the indebitatus count was delivered under a judge's order:- [449] " 1852, May 3. Paid by plaintiff for defendant, being calls on s. d. 500 Cefn G-wyn lead-mine shares, at Is. 6d. per share . . . . 37 10 0 Sept. 25. Do. do. do. . 37 10 0 1853, Mar. 26. Do. do. do. . 37 10 0 July 21. Do. do. do. . 37 10 0 Sept. 20. Do. do. do. . 37 10 0 Dec. 10. Do. do. do. . 37 10 0 1854, Jan. 31. Do. do. do. . 37 10 0 April 12. Do. do. at 2s. per share . 50 0 0 June 7. Do. do. at Is. per share . 25 0 0 Aug. 12. Do. do. at Is. 6d. per share . 37 10 0 375 0 0 " And interest thereon from the date of the respective calls, at 51. per cent, per annum, until payment." Pleas, first (to the first and second counts), non assumpsit,-secondly (to the third count), not guilty,-thirdly (to the first count), that the plaintiff was not possessed of the said shares of the said mine, nor any of them, nor was he the registered owner of such shares, or of any of them, in manner and form as alleged,-fourthly (to the first count), that the plaintiff did not sell the said shares, or any of them, to the defendant, nor did he execute or deliver to the defendant any transfer of the said shares, or any of them pursuant to the supposed agreement in the declaration mentioned, nor did the defendant accept or receive the same, or any of them, from the plaintiff, in manner and form as alleged,-fifthly (to the first count), that the plaintiff, 1150 WALKER V. BARTLETT 17C.B.450. as such registered owner as aforesaid, did not become, nor was he, liable to any calls made subsequently to the said supposed sale and delivery of the said transfer, for and in respect of the said shares respectively, nor was he obliged to pay the same, or any of them, as alleged,-sixthly (to the second count), that the plaintiff was not possessed of the said shares in the said mine, nor any of them, nor was he registered as the owner thereof, as alleged,-seventhly (to the second count), that, accord-[450]-ing to the rules and regulations of the said company, the person registered as the owner of shares therein did not remain and continue liable to calls made in respect of the said shares while he continued and was registered as such owner, in manner and form as alleged,-eighthly (to the second count), that the plaintiff did not become, nor was he, liable to, nor was he compelled to pay any sum of money for any calls made on the said shares, or any of them, subsequently to such sale, as alleged,-ninthly (to the third count), that the plaintiff was not possessed of, or registered as the owner of, the said shares, or any of them, according to the rules and regulations of the said company, as alleged in the said count,-tenthly (to the third count), that the defendant did not buy the said shares, or any of them, nor did the plaintiff deliver to the defendant the said transfer thereof, as alleged,-eleventhly (to the third count), that the person registered as the owner of shares in the said company did not by the rules and regulations thereof remain or continue liable to pay calls made in respect thereof so long as he was so registered, in manner and form as alleged,-twelfthly (to the third count), that it did not become the duty of the defendant to cause to be registered the said shares in his the defendant's name as owner thereof, according to the rules and regulations of the said company, as alleged,-thirteenthly (to the third count), that the plaintiff was not obliged to pay any...
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