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![handle is hein.slavery/ssactsengr0828 and id is 1 raw text is: rid of all responsibility by paying the money into Court, or by filing a bill of inter-
pleader against all the claimants. But if a Plaintiff files a bill for the administration
of the estate of a testator or of an intestate, and he mixes it up with a question
whether he has conveyed his share to another, or whether the conveyance ought to
be set aside, the case is very different, and the trustee cannot dispose of the estate.
The accounts are shut up until it is ascertained who is entitled to it, and the costs
and all other payments are delayed. You might have questions between six or seven
cestuis que trust and their incumbrancers, and these questions would then have to be
determined before the right to have the accounts taken had been made out, for
otherwise, after they had been taken, a person might come in and dispute them and
raise a question whether any particular item ought or not to be allowed. I think the
Plaintiff is not entitled to oblige the legal personal representative to take the
evi-[646]-dence as to the validity of the deed or to be mixed up with that question
at the hearing. I think that the authorities cited are quite sufficient to compel me
to allow this demurrer. I think that the legal personal representative is not a proper
party here for the discussion of the question between the Plaintiff and the parties
claiming under his deed, and that I must allow the demurrer with liberty to amend.
[646] Re THE ENGLISH, &C., ROLLING STOCK COMPANY. LYON'S CASE.
April 24, May 2, 1866.
Alteration of the articles of association of a company between an application for
shares and their allotment, held not to invalidate the allotment, such alteration
being made under the authority of the Companies Act, 1862, and the objects of
the company not being thereby altered.
The prospectus of a company stated that the capital consisted of 15,000 shares of
£10 each; first issue 10,000 shares. A. B. applied for shares, which were allotted
to him. Held, that A. B. could not resist being put on the list of contributories,
on the ground that less than 900 shares had ever been taken.
Shares were allotted to A. B. at a meeting of three directors, and before the number
necessary to form a quorum had been determined. Held, that A. B. could not,
upon the company being wound up, insist that the allotment to him was invalid.
This was an application, made by Captain Lyons, to strike off his name from the
list of contributories.
The company was formed in January 1864, and the provisions of Table A in the
first schedule of The Companies Act, 1862 (25 & 26 Vict. c. 89), were adopted as
the articles of the association, but with some variations.
On the 7th of March 1864 Captain Lyons applied for fifty shares in the company;
but before they had been allotted, and on the 28th of March, a change was [647]
made in the articles of association, the effect of which is stated post in the judgment
of the Court.
The shares were afterwards allotted to Captain Lyons, three directors being present
at the time of the allotment ; at that time, no regulation as to the quorum of directors
had been made; but it was afterwards fixed at three. In December 1864 Captain
Lyons paid a call on his shares.
The grounds on which the applicant relied in support of his application were as
follows :-First, that there had been a misrepresentation in the prospectus, in statin,
that the capital consisted of 15,000 shares of £10 each, first issue 10,000 shares,
whereas no more than 866 had ever been subscribed for, and also in stating that the
directors had received promises of a contract. Secondly, that the articles of association
had been varied after Captain Lyons's application for the shares. Thirdly, that the
shares had been allotted at a meeting of directors at which there was not a sufficient
quorum present.
Mr. Selwyn and Mr. Kekewich, in support of the application. Captain Lyons is
not a contributory. First, he is released by reason of the false representations con-
tained in the prospectus, that 10,000 shares had been issued, whereas no more than
866 have ever been subscribed for. Captain Lyons agreed to become a shareholder
1048
LYON'S CARE
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