James Robinson Fayle v The Kingstown Waterworks Company

• Jurisdiction: Ireland
• Judgment Date: 06 November 1862
• Date: 06 November 1862
• Court: Queen's Bench Division (Ireland)

Queen's Bench

JAMES ROBINSON FAYLE

and

THE KINGSTOWN WATERWORKS COMPANY.

Gaskell v. ChambersENR 26 Beav. 252.

The Thames Tunnel Company v. Sheldon 6 B. & Cr. 347.

Nixon v. BrownlowENR 2 H. & N. 455.

The Guardians of Woodbridge Union v. The Guardians of Colneis Union 13 Q. B. 286.

4pendix. M. T. 1862. Queen's Bench JAMES ROBINSON FAYLE v. THE KINGSTOWN WATERWORKS COMPANY.* THIS was a motion on behalf of the plaintiff, to make absolute a conditional order, dated the 1 1 th of June 1862, for the substitution of the service of the writ of summons and plaint on "Richard " Deane Kane, who was the attorney, and also a director, of said " Company, and on Thomas Henry Kane, who was appointed the " secretary of said Company." The action was brought to recover damages, by reason of the Company not having inserted the plaintiff's name in the register of shareholders ; and the writ of summons and plaint in each paraÂÂgraph also claimed a writ of mandamus, to compel the Company to insert the plaintiff's name in the register of shareholders. The conditional order had been obtained on the affirmation of the plaintiff, which was made on the 7th of June 1862, and in which he stated-That he signed the subscription contract ; that, in the year 1861, the Corporation of Dublin agreed to purchase the waterworks of the Company for a sum of 5850; that, towards the close of the year 1861, he applied to be allowed to see if his name had been duly registered as a shareholder, but was refused all information, save that he was not then, nor ever bad been, a shareholder in the Company ; that he thereupon procured from London a copy of the subscription list, wherein his name was duly entered, and he thereÂÂupon, on the 17th of January 1862, wrote a letter, requiring to be allowed to see the shareholders' address-book, but got no answer ; that his solicitors, in May 1862, applied to Mr. R. D. Kane, the Company's solicitor, for an undertaking to appear and defend, but were informed, in reply, that the Company had been dissolved ; that a copy of the plaint was afterwards served on Mr. T. H. Kane, as secretary of the Company, who replied that the Company had been long extinct, and that he had been, but was not then, its secretary ; that this conduct of the Messrs. Kane was only a pretext, to preÂÂvent the plaintiff proceeding with this action ; and that it was in pursuance of a plan entered into between Mr. R. D. Kane and two others of the directors, to secure the entire assets of the Company to themselves and some of their immediate friends, and to retain the sum of 5850, although the Company had never incurred any exÂÂpenses, except in obtaining its Act of incorporation. Before the Full Court. KINGSTOWN suance of the provisions of the 23rd section of the 25 & 26 Vic., WATER. CO. c. 105, Loc. 4. Pers., at the rate of 12s. 6d. per share ; that the plaintiff did sign the subscription contract for the sum of 150, professing to have paid up thereon 15, but that he paid no money, and, before executing the subscription contract, obtained a written indemnity to protect him from liability ; that the plaintiff never applied for or took any shares in the Company, nor paid any money towards the undertaking ; that the Company obtained, in 1861, a second Act, which contained a section enabling them to carry out an agreement to sell the undertaking to the Corporation of Dublin, who, in their Act (25 & 26 Vic., c. 172, Loc. 4. Pers.), inserted a clause enabling them to purchase the Company's undertaking; that, all requisite preliminaries having been complied with, on the 20th of January 1862, a conveyance of the undertaking of the Company was duly executed, under their common seal, to the Corporation of Dublin, pursuant to the 25 & 26 Vic., c. 105, Loc. 4- Pers., s. 20, and the 25 & 26 Vic., c. 172, Loc. 4. Pers., s. 74...