Barry v The Navan and Kingscourt Railway Company

• Jurisdiction: Ireland
• Judgment Date: 11 February 1878
• Date: 11 February 1878
• Court: Chancery Division (Ireland)

Appeal.

Before MORRIS, C. J. and CHRISTIAN and DEASY, L.JJ.

BARRY

and

THE NAVAN AND KINGSCOURT RAILWAY COMPANY.

Registered shareholder in Railway Company Scire facias Surrender Shares forfeited.

LAW REPORTS (IRELAND). [L. R. I. Appeal. BARRY v. THE NAVAN AND KINGSCO WIT RA TLWAY 1878. COMPANY (1). Feb. 11. .Registered shareholder in Railway Company-Seine facias-Surrender-Shares forfeited. H., the registered shareholder of several unpaid-up shares in a Railway Company, proposed by letter, addressed to the Chairman, to surrender them, and on the next day the directors passed a resolution that the surrender was thereby accepted, but a few months afterwards, at a general meeting of the shareholders, the shares specified in the resolution were, with others, declared forfeited. No further step to effectuate the surrender or transfer of H.'s shares having been taken by him or by the directors, and a scire facias by a creditor of the Company having been brought against him :- Held (affirming the decision of the Court of Queen's Bench), that H. conÂÂtinued liable as a shareholder in the Company. APPEAL by Henry Charles Hanson from an order of the Court of Queen's Bench, dated the 26th May, 1877, allowing, with costs, the cause shown against a conditional order of the 13th January, 1877, that the verdict had for the Plaintiff during the sittings after the then last Michaelmas Term, before Mr. Justice Barry and. a special jury, be turned into a verdict for the said Henry C. Hanson, pursuant to leave reserved. The hearing below is reÂÂported I. R. 11 C. L. 403. A scire fades had been issued on the 8th June, 1875, by the Plaintiff Frederick Barry against Henry Charles Hanson, alleged to be a shareholder in the Defendants' Company. Hanson apÂÂpeared and took defence, denying that he was a shareholder at the time alleged. Barry was a creditor of the Defendants, the Navan and Kingscourt Railway Company, on foot of a judgment for 1500, which he had recovered against them in November, 1873, and on which judgment there was a balance of 237 16s. 3d. remaining due to him. On the 13th and 27th January, 1875, he issued writs of fieri fades against the Defendants, respectively directed to the sheriffs of Meath and Cavan ; and to these writs (1) Before MORRIS, C. J. and CHRISTIAN and DEASY, L.J.T. Vol.. IV.) Q. B., C. P., & EX. DIVISIONS. 69 on the 26th January and 5th February, 1875, respectively, returns Appeal. of nulla bona were made. The register of shareholders was, on the 1878' 17th February, 1875, examined on behalf of the Plaintiff, and BARRY Hanson appeared thereon as the holder of two hundred and fifty N _AVIN AND shares, numbered from 301 to 500, and from 7951 to 8000. TheN GwS OyUcRoT books of the Defendants showed that only 500 had been paid on foot of these two hundred and fifty shares, and that one hundred of them, numbered from 301 to 400, had, on the 4th June, 1873, been transferred by Hanson to David 31'Birney, the Chairman of the Company. On the 2nd and 13th October, 1874, other writs of fieri faci as had been issued by the Plaintiff against the Defendants. On the 9th October, 1874, Hanson wrote the following letter .to the Chairman of the Defendants' Company :- " To the Chairman of the Navan and Kingscourt Railway Company. " DEAR SIR-I am desirous of getting rid of the shares in your Company still standing in my name, and. I shall be glad if you will accept from me at once a surrender, which I am ready to make in any form which you may require. " Your obedient Servant, " H. C. licasox." On the next day, the 10th October, the letter was read at a meeting of the directors of the Company, who, thereupon, passed a resolution " that a surrender of one hundred and fifty shares numbered from 401 to 500, and 951 to 1000, both inclusive, be and is hereby accepted." On the 28th of January, 1875 (1), the directors passed a resolution that the secretary should send out immediately, upon consulting with the solicitor as to the necessary forms to be gone through, notices of the intention of the Board of Directors to forfeit all shares in arrear, and also to call a special meeting of shareholders to confirm the same. Pursuant to this resolution, a general meeting of the Company was held on the 27th of February, 1875 (1) ; and a resolution was passed "that the following ordinary shares of the Company to the number of 1010, viz.-shares numÂÂbered 6933 to 7792, 401 to 500, 951 to 1000, all inclusive, be (1) This date is erroneously given 11 C. L. at p. 406. .as " 1874," in the report below, I. R. Von. IP. 70 LAW REPORTS (IRELAND). [L. R. I. Appeal. and are hereby forfeited, and that the directors be empowered to 1878. re-issue the same." It was contended for Hanson that his letter BARRY of the 9th of October, 1874, and the directors' resolution of MAYAN AND the 10th of October, 1874, effectuated a surrender of all his shares, KINGSCOURT whereas the Plaintiff contended that the letter and resolution could RAILWAY Co. not have any such effect, and that there never was any surrender of his shares ; and further, that as to the shares numbered 7951 to 8000 no surrender could have taken place, as the directors' resolution of the 10th of October, 1874, did not refer to them. The jury, in answer to a question left them by the Judge, found that the resolution was intended to refer to Henry Charles Hanson's shares numbered 7951 to 8000, and that the numbers 951 to 1000 were inserted by mistake. The Judge directed the verdict to be entered for the Plaintiff, reserving liberty for Hanson to move to have the verdict entered for him if the Court should think him so entitled. S. Walker, Q. C., and Cleary, for the Appellant. Heron, Q. C., and J. A. Byrne, Q. C. (with them Molloy), for the Respondent. The arguments were the same as in the Court below. MORRIS, C. J. :- We do not think it necessary to allow this case to stand over for further consideration, as we are of opinion that the judgment of the late Court of Queen's Bench should be affirmed, and upon this ground :-The defendant, or virtual defendant, Henry Charles Hanson, was admittedly a shareholder up to October, 1874. He appears, at the time of the return to the writ of ft. fa. (issued, as...