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![handle is hein.slavery/ssactsengr0258 and id is 1 raw text is: authority to him to register it. An authority once given cannot be affected by a
subsequent secret revocation. In Montague v. Perkins, 22 Law Journ., C. P. 187, the
defendant, in 1840, gave S., for value, his acceptance in blank, on a 5s. stamp. S., in
1852, and, as the jury found, not within a reasonable time, filled in his own name as
drawer, for 2001., at five months. The defendant, being sued on the bill by an innocent
indorsee for value, pleaded, first, that he did not accept, secondly, the statute of
limitations ; and it was held that the plaintiff was entitled to the verdict on both issues,
notwithstanding the finding of the jury. [Cresswell, J. This is a very different case.
Here, the creditors did not act upon the faith of Clark being registered as a shareholder.]
If any fraud has been practised upon the defendant, the plaintiffs are not responsible
for it: Ellis v. Schrneck, 5 Bing. 521, 3 M. & P. 220.
CRESSWELL, J.(a). I am of opinion that this rule must be discharged. This is
an action against the defendant, charging him as a member or partner in a cost-book
mining company, on a contract made with the company. To entitle them to succeed,
the plaintiffs must make out that the defendant is a member of the company, or has
allowed himself to be held out as a member, so that credit may be said to have been
given to him. Now, every partnership has a right to make its own regulations as to
the mode of transferring shares or interests therein. Here, it was proved expressly
that a formal instrument of transfer, according to the rules which (672] regulate this
company, is not effectual to transfer an interest in the concern to the transferree, until
the transfer has been duly registered by the secretary or purser. Therefore, until
such registration takes place, the transferree takes no benefit and incurs no liability as
a partner. It appears, that contemporaneously with the execution of the transfer, a
letter was addressed by Lutwyche, the transferror, to the defendant, the transferree,
shewing the terms and the purpose for which the transfer was made. And, even
supposing that that gave Lutwyche authority to register, the authority was revoked
long before the registration actually took place. That the transaction was secret
makes no difference: for, if the transfer was secret, the authority to register was
secret also. The registration was unauthorised. If the credit had been given on the
faith of the defendant's being registered as a shareholder, possibly he might have been
liable, on the ground of his having put it in the power of Lutwyche to place him in
that position. But the evidence failed to establish a case of that sort. I therefore
think there is no ground for entering the verdict as prayed.
WILLIAMS, J., and WILLES, J., concurred.
Rule discharged.
[673] ROLT V. COZENS. May 28, 1856.
[S. C. 25 L. J. C. P. 254; 2 Jur. N. S. 1073. Distinguished, Harris v. Venables, 1872,
L. R. 7 Ex. 240.]
The declaration stated, that, by an agreement made between the plaintiff and W. and
D., it was agreed, that, in consideration of the plaintiff agreeing to supply one F.
with timber to the value of 2001., the said W. and D. severally agreed to guarantee
to the plaintiff the due payment of any amount for such timber not exceeding 2001.,
within six months from the date of the:sale of the said timber; that, in pursuance of
such agreement, the plaintiff supplied timber to the amount of 1531. 10s. Id. to F. ;
that afterwards, and whilst the said timber was unpaid for, and before the period
of six months from the date of the sale had elapsed, the plaintiff became dissatisfied
with such guarantee so given by W. & D. ; and thereupon by another agreement
between the plaintiff and the defendant, after reciting the said guarantee, that the
plaintiff had delivered timber to the value of 1531. 10s. Id., and that the plaintiff
was not satisfied with such guarantee, the defendant, at the request of W. and D.,
in consideration of the premises, and of the plaintiff forbearing to take any proceed-
ings against W. and D., guaranteed to the plaintiff payment of the said sum of
1531. 10s. Id. on the 13th of December then next. Breach, that, although the
plaintiff had done all things on his part to entitle him to be paid by the defendant
the said sum of 1531. 10s. ld., the defendant had not 'paid the same, or any part
thereof.-Fourth plea,-that the plaintiff had not done everything on his part to
(a) Jervis, C. J., was absetit.
1534
ROLT V. COZENS
IS C. B. 672.](ViewImageLocal?handle=hein.slavery/ssactsengr0258&div=1&collection=&method=preview&ext=.png&size=3)