The Companies Acts, 1862 & 1867; and The Ballina and Belmullet Light Railway and Tramway Company Ltd

• Jurisdiction: Ireland
• Judgment Date: 27 November 1888
• Date: 27 November 1888
• Court: Chancery Division (Ireland)

Chancery Division.

IN THE MATTER OF THE COMPANIES ACTS, 1862 & 1867; AND IN THE MATTER OF THE BALLINA AND BELMULLET LIGHT RAILWAY AND TRAMWAY CO.(LIMITED)

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

In Currie'sUNK 3 D. J. & S. 367.

Hewitt's Case 25 Ch. Div. 283.

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

Wheal Buller Consols 38 Ch. Div. 42.

Miller's Case 3 Ch. Div. 661.

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

Company Winding-up Subscriber of Memorandum of Association Duty to appoint Directors Failure to appoint Qualification of Director Contributory.

VoL. XXI.] CHANCERY DIVISION. 497 IN THE MATTER OF THE COMPANIES ACTS, 1862 & 1867; AND IN THE MATTER OF THE BALLINA AND BELÂÂMULLET LIGHT RAILWAY AND TRAMWAY CO. (LIMITED) . Company-Winding-up-Subscriber of Memorandum of Association-Duty to appoint Directors-Failure to appoint-Qualification of Director-ConÂÂtributory. By the Articles of Association of a limited Company it was provided that the qualification of a Director should be the holding of 200 in shares or stock of the Company ; that the first Directors of the Company should be appointed by writing, under the hands of not less than four of the subscribers to the Memorandum of Association; and that, until Directors were so appointed, the subscribers to the Memorandum of Association should have the powers of, and might act as, Directors. C. subscribed the Memorandum of Association for ten shares, which were 5 shares. The Company made an application to the grand jury of the county of Mayo, under the Tramways (Ireland) Acts, and the Tramways and Public Companies (Ireland) Act, 1883, for the purpose of obtaining powers to carry out their undertaking, and a baronial guarantee. The application was rejected by the grand jury, and the Company took no further proceedings, and transÂÂacted no other business. No meeting of the Company was ever called ; no Directors were appointed; and no shares were allotted to C., nor did he ever agree to take any, save the ten shares already mentioned, and he never acted as a Director. An order having been made for winding-up the Company, the liquidator contended that the signatories to the Memorandum, having neglected to appoint Directors, must be deemed to have constituted themselves Directors, and that C. should be on the list of contributories for forty shares: Held, following Cuorie's Case (3 D. J. & S. 367), that the subscribers to the Memorandum, having made default in holding an election of Directors,. ,were chargeable in equity as if they had duly appointed themselves ; but, applying the decision in Be Wheal Buller Consols (38 Ch. Div. 42)-held, that the acts of C. did not amount to a contract by him to take the additional shares requisite for his qualification as Director, and that he should be on the list of contributories for ten shares only. APPLICATION by the Right Rev. Hugh Conway, that the list of 498 LAW REPORTS (IRELAND). [L. R. I. V.- C. contributories might be varied by excluding his name therefrom 1888. _ in respect of any...