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![handle is hein.slavery/ssactsengr0863 and id is 1 raw text is: HAYNES V. HAYNES
Now I do not find in the rules of this society any indication of an intention, that
the society itself should purchase land and constitute that land its stock or fund.
This society was in its origin a benefit building [424] society; it was enrolled as
such ; and is such a society and no other according to its rules.
Now the transactions were these. At an early period the directors commenced
purchasing land, and paid for it by borrowing money secured by mortgage on the land
purchased ; and it is clear that the clause of the rules authorizing investment on the
security of land did not authorize this transaction. The committee might, under that
rule, invest upon mortgage the unemployed funds of the society; but that power was
no authority for borrowing money to buy lots of land. They did so, however, and
if no loss had occurred there would have been, of course, no question. But loss
resulted ; and then the question arises, what are the rights of the persons who, acting:
as trustees for the s6ciety in the matter of the mortgage, covenanted to pay, and
have had to make good the deficiency on the sale by the mortgagee? It was in 1853.
that the committee determined to purchase land; they had not sufficient money, and
they borrowed it and secured the repayment by mortgage of the land. The present
claimants were called upon to attend a meeting of the committee for the completion
of the transaction. It does not appear that they were the general trustees of the
society; but they were appointed or acted as trustees for that transaction. The result
of the whole was a mortgage of the land for .£1000, and the present claimants.
covenanted to pay. Then the mortgagees sold, and the property did not value the
full amount; and the mortgagees brought their action and recovered the deficiency
against these trustees under their covenant.
Now, can they say in the winding up of the society [425] that in this transaction
the committee and the trustees were so far agents of the society that, having so.
expended money for it, they are entitled to call upon every shareholder to contribute 1'
The real question is, was the transaction authorized by the rules of the society ? I
am of opinion that it was not. If the claimants could shew that each individual
member concurred, it might be different; but that is not shewn. And the claimants-
cannot establish their claim against the society as a body, if they cannot against
each individual member. The reasonableness and fairness of the transaction cannot
uphold it if it was ultra tires; that is the point decided in Morgan's case; nor will its
having been disclosed to a general meeting (assuming that it was so) uphold it;
whatever effect that disclosure might have as against any of the persons attending.
that general meeting, it could have no effect as against any individual member not
present.
The claim must be dismissed.
Costs of the official manager out of the estate.
[426] HAYNES v. HAYNES. Jan. 17, 18, 19, 21, 22, March 23, 1861.
[S. C. 30 L. J. Ch. 578; 4 L. T. 199; 7 Jur. (N. S.) 595; 9 W. R. 497. See Hard-
ing v. Metropolitan Railway Company, 1872, L. R. 7 Ch. 158. Distinguished, Watts-
v. Watts, 1873, L. R. 17 Eq. 217. See Edwards v. West, 1878, 7 Ch. D. 862 ; Mercer
v. Liverpool, St. Helens and South Lancashire Railway Company [1903], 1 K. B. 661.]
Conversion. Notice to Treat. Railway Company.
Where a notice to treat for the purchase of certain property was served by a railway
company on the owner of such property, and nothing further was done until after
the death of the owner, who by his will had specifically devised the property com-
prised in the notice to treat: Held, 1st, that the mere notice to treat served by
the company did not constitute a contract by the owner for the sale of the property;
and, 2dly, that if it did, a bill for specific performance would not lie against the
owner; and therefore that the notice to treat did not effect conversion of the
property comprised in the notice.
This cause, which was for the administration .of the trusts of the will of John,
Haynes, now came on upon further consideration.
I DR. & SM. 42L](ViewImageLocal?handle=hein.slavery/ssactsengr0863&div=1&collection=&method=preview&ext=.png&size=3)