Wallworth v Holt
| Jurisdiction | England & Wales |
| Judgment Date | 01 January 1841 |
| Date | 01 January 1841 |
| Court | High Court of Chancery |
English Reports Citation: 41 E.R. 238
HIGH COURT OF CHANCERY
S. C. 4 Jur. 814. See Foss v. Harbottle, 1843, 2 Hare, 492; Fairthorne v. Weston, 1844, 3 Hare, 392; Deeks v. Stanhope, 1844, 14 Sim. 67; Sheppard v. Oxenford, 1855, 1 K. & J. 495; In re Anglesea Colliery Company, 1866, L. R. 2 Eq. 388; Turquand v. Marshall, 1868, L. R. 6 Eq. 134; Russell v. Wakefield Water Works Company, 1875,. L. R. 20 Eq. 480.
[619] Between james wallworth the elder, and john johnston, on behalf of themselves and all other the Shareholders and Partners of the Banking Company, called " The Imperial Bank of England," hereinafter mentioned, except such of the said Shareholders and Partners as are hereinafter named as Defendants. hereto, Plaintiffs; and john holt, samuel Fox, william maeston, william nicholson, william nuttall, samuel waller, nicholas price wood, john haywakd, thomas waller, richard law, george aspinall, john briddon, john mellok, richard wilding bateson, john woodhead, thomas labery, john swallow, john abrahams, thomas barge, john-jackson, samuel buckley, john mac farlane, william rawson, christopher webster, james backhouse, joseph leese, henry bridgeman, henry pehshouse, isaac braham, joseph gillham, robert fawkner, james lord, charles axon, henry hough, james ogden, henry hollingdrake, john wych, robert whittaker, john kenworthy, george kenworthy,. welliam swift, james oldham, john cheetham, joseph middleton, william gammon, henry H. gracklow, edwin pemberton, john holung-worth, james smith, rcchard shepherd, and thomas beard holy, Defendants. Aucfiixt 7, 8, 1840 ; Jan. 15, 1841. [S. C. 4 Jur. 814. See Foss v. Harbottle, 1843, 2 Hare, 492 ; Fairthorne v. 1844, 3 Hare, 392 ; Deeksv. Stanhope, 144, 14 Sim. 67 ; Sheppardv. Oxenford, 185.% 1 K. & .1. 495; In re Anglesey Colliery Company, 1866, L. R. 2 Eq. 388; Turyuandv. Marshall, 1868, L. R. 6 Eq. 134 ; Russell v. JkakefieM miter Works Company, 1875,. L. R. 20 Eq. 480.] Bill by some of the shareholders of an insolvent joint stock bank, established under the Acts 7 G. 4, c. 46, and 3 & 4 W. 4, c. 83, on behalf of themselves and all other shareholders except the Defendants, against the directors, some of whom had become bankrupt, and the trustees and public officer of the company, and certain shareholders, who were alleged to have not paid up their calls, praying that an account might be taken of all the partnership assets, and that such part as was. outstanding might be got in by a receiver, and that the whole might be converted into money, and applied towards satisfaction of the partnership debts. Demurrer, for want of equity, want of parties, and multifariousness, overruled. This was an appeal from an order of the Vice-Chancellor, allowing a demurrer to a bill, the allegations of which were, in substance, as follows, viz. : - [620] That in or about the month of July 1836 a number of persons, exceeding six in number, entered into partnership together, for the purpose of carrying on th& 4 MY. & CR. 621. WALL WORTH V. HOLT business of bankers at Manchester and elsewhere, pursuant to the provisions of the statutes 7 G-. 4, c. 46, and 3 & 4 W. 4, c. 83. That the terms of the partnership were embodied in a deed of settlement, purporting to bear date the 4th of September 1837, and to be made between John Holt, Samuel Waller, William Marston, William Nuttall, Samuel Fox, John Hilton Bayley, William Nicholson and Joseph Leese, being the first general board of directors of the partnership, of the first part; the said Joseph Leese and John Nuttall and Kicharcl Law, the registered public officers of the partnership, of the second part; John Hayward and Thomas Waller, the trustees of the partnership, of the third part; and the several other persons whose names were or should be thereunto subscribed, and who had sealed and delivered, and should from time to time seal and deliver the same, of the fourth part; by which it was witnessed that the parties thereto did mutually declare and decree, to and with one another, that they would respectively observe, fulfil, and perform the several articles, regulations, clauses, and stipulations, thereinafter stated and contained, and numbered from 1 to 84, both inclusive. [The bill set forth, at great length, the substance of very many of the articles or clauses of the deed of settlement; and then proceeded with the following statements, from which the nature of those articles or clauses will, it is conceived, sufficiently appear.] That in the month of December 1836 the company commenced the business of bankers, at Manchester, [621] under the firm of the Imperial Bank of England, and subsequently established branch banks at various places. That the business and affairs of the company were managed by the directors ; and that all conveyances of property in favour of the partnership, and all securities for its. benefit, were made and taken in the names of the trustees. That the names of the public officers of the partnership were, from time to time, duly returned to and registered at the Stamp Office in London, according to the requisitions of the Act 7 G. 4, c. 46. That the names and places of residence of the shareholders in the company were duly entered in a book provided for that purpose by the directors, called "The Shareholders' Register," and were, from time to time, duly returned to the Stamp Office in London, to be entered there in pursuance of the Act of the 7 G. 4, and that such returns were duly entered there accordingly. That previous to the month of April 1839 the directors had duly called upon the registered shareholders to pay five several sums of '2 per share, being altogether a moiety of the sum of 20 per share, proposed to be subscribed as the entire capital of the company. That such five several calls of 2 per share had, before the month of April 1839, been duly paid to or to the order of the directors by the Plaintiff's, on the several shares held by them, and that the calls had also, in like manner, been paid by the great majority of the registered shareholders on the several shares held by them respectively. [622] That before the 30th of April 1839 the company had sustained very considerable losses in the course of their business as bankers, and were unable to meet their payments, and that on the 30th of April 1839 it was resolved by the directors, at a board meeting duly convened and held, that the company should suspend its payments, and that the branch banks should be written to to suspend their payments until further orders, and that a meeting of shareholders should be called for Wednesday the 8th of May then ensuing, to consider the propriety of resuming payment or winding up the affairs of the bank. That the company, accordingly, on the 30th of April 1839, suspended their payments, as well at the several branch banks as at the head bank at Manchester; and that the whole business of the bank had since that time been entirely discontinued. That a...
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