The Companies Act, 1862 and 1867; and The Bilton Hotel Company, (in Liquidation). Slacke, Byrne, and Owen's Case

• Jurisdiction: Ireland
• Judgment Date: 09 December 1881
• Date: 09 December 1881
• Court: Chancery Division (Ireland)

M. R.

IN THE MATTER OF THE COMPANIES ACT, 1862 AND 1867; AND IN THE MATTER OF THE BILTON HOTEL COMPANY, IN LIQUIDATION.

SLACKE, BYRNE, AND OWEN'S CASE.

Kincaid's CaseELR L. R. 11 Eq. 192.

Dublin & Metropolitan Railway Company, Knox's Case Ir. R. 11 Eq. 294.

Dublin & Rathcoole Railway Company, Sir Patrick O'Brien's Case Id. 423.

Portal v. Emmens 1 C. P. Div. 201.

Harward's CaseELR L. R. 13 Eq. 30, 35.

Leeke's CaseELR L. R. 6 Ch. 469.

Fowler's CaseELR L. R. 14 Eq. 316.

Karuth's CaseELR L. R. 20 Eq. 506.

Brown's CaseELR L. R. 9 Ch. 102.

Currie's CaseUNK 3 D. J. & S. 367, 378.

Forbes's CaseELR L. R. 19 Eq. 353.

In Tothill's CaseELR L. R. 1 Ch. 85.

In The Marquis of Abercorn's CaseUNK 4 D. F. & J. 78.

In Chapman's CaseELR L. R. 2 Eq. 567.

Chapman's CaseELR L. R. 2 Eq. 567.

Abercorn's CaseUNK 4 D. F. & J. 78.

In Tothill's CaseELR L. R.1 Ch. 85.

Stock's CaseUNK 4 D. J. & S. 426.

M'Ilwraith v. Dublin Trunk Connecting RailwayELR L. R. 7. Ch. 136.

Barber's Case 5 Ch. Div. 963.

Brown's CaseELR L. R. 9 Ch. 109.

Jenner's Case 7 Ch. Div. 132.

Currie's CaseUNK 3 D. J. & S. 367.

Tothill's CaseELR L. R. 1 Ch. 85.

Marquis of Abercorn's CaseUNK 4 D. F. & J. 78.

Karuth's CaseELR L. R. 20 Eq. 508.

Forbes's CaseELR L. R. 19. Eq. 353.

Miller's Case 3 Ch. Div. 661.

Brown's CaseELR L. R. 9 Ch. 102.

Forbes's CaseELR L. R. 8 Ch. 768.

Company — Winding up — Contributory — Qualification of director — Articles of association.

338 LAW REPORTS (IRELAND). [L. R. by the codicil are to be included in the charge in the will upon the rents of the testator's real estate of the "legacies hereinafter beÂqueathed." It seems to me clear, on the authority of Bonner v. Bonner (1), and several other cases, to which I need not particularly refer, that the word " hereinafter " confines this charge to the legaÂcies given by the will. Solicitor for the Plaintiffs : Mr. John O'Hagan. Solicitors for the Defendant H. C. Plunkett : Messrs. R. Macnamara 8i. Son. Solicitor for the Attorney-General : Mr. O'Conor. IN THE MATTER OF THE COMPANIES ACT, 1862 AND 1867; AND IN THE MATTER OF THE BILTON HOTEL COMÂPANY, IN LIQUIDATION. SLACKE, BYRNE, AND OWEN'S CASE. Company-Winding up-Contributory-Qualification of director-Articles of association. S., B., and 0. signed the memorandum of association of a projected ComÂpany, by which they agreed to take one share each. They also signed the articles of association, which provided that they and certain others should be the first directors of the Company ; that the qualification of a director should be the holding of twenty-five shares ; and that the office of director should be vacated, if at any time an existing director should cease to hold twenty-five shares. They were described as directors in the published prospectus ; took part in carrying on the business and trading of the concern ; acted as directors; and attended the meetings of the Board, until the Company was wound up : Held, that the qualification clause was not limited to future directors, that it applied to S., B., and 0., and that they were liable to be put on the list of contributories for twenty-five shares each. THE official liquidator, in the winding up of the Bilton Hotel Company, Limited, applied in Chamber on the 18th of June, 1881, (1) 13 Yes. 379. CHANCERY DIVISION. Vet. IX.] 339 to settle the list of contributories ; and the question whether, M. R. upon the articles of association of said Company, which Messrs. 1881. Byrne, Owen, and Slacke signed, and the statements therein con- In re BILTON tained as to the qualification of directors, each of them was not Holm.. liable to have his name entered in the list of contributories of said Company for twenty-five shares, was adjourned into Court for deÂcision. The memorandum and articles of association, and the material facts, are stated in HIS HONOR'S judgment. Mr. Piers F. White, Q. C., and Mr. Shannon, for the official liquidator, contended that Messrs. Byrne, Owen, and Slacke, having accepted the office of director by signing the articles of associaÂtion, which provided as a qualification that a director should be the holder of twenty-five shares of the Company, and having acted as such directors, had entered into an agreement to take the requisite number of shares to qualify them, and were estopped from denying that they were shareholders : Kincaid's Case (1) ; Dublin 8r Metro politan Railway Company, Knox's Case (2) ; Dublin si Rathcoole RailÂway Company, Sir Patrick O'Brien's Case (3) ; Portal v. Emmens (4) ; Railcard's Case (5) ; Leeke's Case (6) ; Foicler's Case (7) ; Karuth's Case (8) ; Brown's Case (9) ; Currie's Case (10) ; Forbes's Case (11). In Tothill's Case (12) Tothill had applied for shares and had been refused, and he had only attended one meeting. In The Marquis of Abercorn's Case (13), the Marquis, though he had conÂsented to become, and had been elected, a director, had never acted. But that case is stated in Harward's Case (5) not to be in harmony with the other authorities. In Chapman's Case (14) the director had signed the articles of association, had applied for shares, and attended several meetings of the Board, but retired beÂfore the allotment took place, and the directors afterwards refused to allot him any shares, and returned his deposit. (1) L. It. 11 Eq. 192...