Wood v The Duke of Argyll and Sir James Cookburn, Bart
| Jurisdiction | England & Wales |
| Date | 1844 |
| Court | Court of Common Pleas |
English Reports Citation: 134 E.R. 1168
IN THE COURT OF COMMON PLEAS
S. C. 7 Scott, N. R. 885; 13 L. J. C. P. 96.
[928] wood v. the duke of argyll and sir james cockburn, bart. Jan. 16, 1844. [S. C. 7 Scott, N. K. 885; 13 L. J. C. P. 96.] A preliminary association was formed for the purpose of establishing a joint-stock company, of which A. was named president, and B. vice-president. They both signed an agreement to subscribe for a certain number of shares, and to pay a deposit of 51. per share when shares to the amount of 50,0001. should have been subscribed for; and they attended two meetings of the association. The company was never in fact formed. C. did certain work at the request of the secretary to the proposed company.-In an action by C. against A. and B.: held, that the jury were properly told to consider-first, whether there had been a direct contract by A. and B. with C.; secondly, whether A. and B. .were members of a partnership; and, thirdly, whether they had held themselves out as such to C. Assumpsit, for work and labour in copying certain maps; for journeys; and for goods sold and delivered. Plea, non assumpserunt. At the trial, before Tindal C. J., at the sittings for Middlesex, after that term, the following facts appeared :- In the early part of the year 1842 an association or joint-stock company was projected, to be called "The British American Association for Emigration and Colonization." Some of the projectors of the association, including the two defendants, met on the 22d of April and the 8th of June, the duke presiding and signing the minutes as chairman. The following are the minutes of the former of these meetings :- " The constitution or regulations of the association laid on the table, with a statement of certain clauses contained therein; viz. (inter alia) provisions respecting the conduct of the association by a president, vice-presidents, trustees, consulting council and executive commissioners; that the capital necessary to carry on the operations of the association shall be raised by the sale of shares, and that the vice-presidents and council shall not be liable for expenses or engagements. "Stated-that the constitution had been ordered to be engrossed for signature, and that arrangements [929] had been entered into for the purchase of extensive seigniories. " Prospectus laid before the meeting, preparatory to its being published. " Eesolved-first, that the objects of the association be immediately proceeded with, as...
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