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![handle is hein.slavery/ssactsengr0778 and id is 1 raw text is: 1 DE G. P. & J.17. RE LONDON AND EASTERN BANKING CORPORATION 265
[17] In the Matter of THE LONDON AND EASTERN BANKING CORPORATION, and
In the Matter of THE JOINT STOCK COMPANIES' WINDING-UP ACTS, 1848 and
1849. LONGwORTu'S EXECUTORS' CASE. Before the Lord Chancellor Lord
Campbell and the Lord Justices. Nov. 9, 10, 1859.
[S. C. Johns. 465; 29 L. J. Ch. 55; 1 L. T. 504; 6 Jur. (N. S.), 1. See In re South
Wales Atlantic Steamship Company, 1876, 2 Ch. D. 771.]
A banking company, established by charter, under the 7 & 8 Viet. c. 113, which
prohibits such companies from commencing business until half their capital is paid
up, carried on business in contravention of the prohibition, and was afterwards wound
up under the Winding-up Acts. Held, that a call might be properly made in
respect of the liabilities incurred in the course of such illegal dealing.
This was an appeal of contributories from the decision of Vice-Chancellor Wood,
refusing to discharge an order for a call made in the course of winding up the above
company.
The company was incorporated by Royal Charter dated January 20, 1855, under
the provisions of 7 & 8 Viet. c. 113, the 5th section of which provides, That it
shall not be lawful for any such company to commence business until all the shares
have been subscribed for, and until the deed of partnership shall have been executed
personally, or by some person duly authorized by warrant of attorney to execute
the same on behalf of such holder or holders, by the holders of all the shares in the
said business, and until a sum of not less than one-half of the amount of each share
shall have been paid up in respect of each such share, and it'shall not be lawful
for the company to repay any part of the sum so paid up without leave of the lords
of the said committee.
The charter proceeded on the footing of a deed of incorporation recited in it and
dated the 1st of September 1854. This deed contained the following clauses:-
7. The capital of the company shall consist of or be taken to amount to the sum
of £500,000, and shall be divided into 5000 shares of £100 each, with power to [18]
increase the said capital and number of shares as after mentioned.
90. From and at all times after the company shall have commenced business the
directors shall cause a correct balance-sheet and statement of the assets and liabilities
of the company, made up to the last day of the then preceding month, to be published
in the London Gazette, once at least in every month.
99. The directors shall cause full and true accounts to be kept of all sums of
money received or expended on account of the company by the directors, and all
persons employed by or under them, and of all the matters and things for which
such sums of money shall have been received or disbursed and paid, and one uniform
system of making out and keeping such accounts shall be adopted and practised at
all the places where the business of the company or any part thereof shall be
carried on.
100. No shareholder not being a director nor any mortgage or bond creditor
shall have the right to interfere with the affairs or concerns of the company, or to
inspect any books of accounts or minutes containing the banking transactions of the
company with its customers, nor shall the directors be at any time compelled to
disclose to the general meetings or otherwise anything beyond the general results
of business of the company, or to shew the name of any of its customers, or the
state of any particular account. But each of the present trustees of the company,
and any future trustee who shall be specifically authorized by resolutions of a
general meeting for that purpose, shall have the same right of inspecting the books,
minutes, documents [19] and writings of the company as the directors for the time
being.
101. The books relating to the general affairs of the company shall be balanced
thirty days at least before such ordinary general meeting, and forthwith on the
books being so balanced an exact report and balance-sheet shall be made up, which
shall exhibit a true statement of the capital, stock, credits and property of every
description belonging to the company, and the debts due by the company at the
C. xxv.-9*](ViewImageLocal?handle=hein.slavery/ssactsengr0778&div=1&collection=&method=preview&ext=.png&size=3)