MAGISTRATES' COURTS.

Globe, Volume III, Issue 230, 5 March 1875, Page 2

MAGISTRATES' COURTS.

CHRISTCHTJRCH. Thursday, March 4. (Before G. L. Mellish, Esq., E.M., and His Worship the Mayor.) Civil Case. "lyttelton times" against john macFARLANE. In this case, plaintiff sought to recover the sum of £ls 13s id, amount due for advertising and printing incurred in connection with the Northern Brewery Company, Kaiapoi. Mr T. S. DuDcan appeared for the defendant. Evidence was given for the plaintiffs that this work had been done under instruction received from Mr Hutchinson, who was secretary at the time the company was being floated. A written authority from that gentleman for a portion of the work done was handed in, and it was stated that re peated applications had been made to him for payment, without success. When application for payment had been made to Mr Hutchinson, he admitted his liability by saying that there were funds in the bank to the credit of the company, and he would see Mr Cowlishaw and get him jointly to sign a cheque for the amount. There had been no communication with the defendant when the liability was incurred, but as his name was first on the list of provisional directors it was sought to try his responsibility. Mr Duncan said that as this was perhaps the first of many cases that might be brought against the provisional directors, it would be necessary for him to address the Bench on a point of law to show whether they were liable where they had not personally incurred the responsibility. The learned counsel cited " Roscoe's Nisi Prius evidence on delivery to members of an inchoate company," showing that " when the defendants consented to be directors of a water company, and attended meetings, and were privy to an order given to the plaintiff (an engineer), though not actually present when the order was given, they were held liable, notwithstanding the subsequent failure of the project. But the mere consent of the defendant to become a member of the provisional committee of an intended company, and the insertion with his authority of his name in a prospectus accordingly, will not per se, and without further piivity make him liable on orders given by other membersof thecommittee,orby the secretary,or the solicitor of the company." Again, in " Addison on Contracts," " every person also who holds himself out or permits himself to be published to the world as one of the acting committeemen or managers of a projected company may become chargeable to parties who, subsequently to such announcement, have dealt with the managing committee, and all the actual and publiclyreputed managers may become responsible on orders given, or contracts entered into, b. themanaging committee; and all the actual and publicly-reputed managers may become responsible on orders given, or contracts entered into, by the managing committee at meetings at which they have not been present, but not for things done pursuant to orders given before they became acting members or managers;" and " the mere fact, therefore, of a person's having agreed to become a member of a provisional committet of a projected undertaking will not render him responsible upon the contracts, and foi debts and engagements of such committee, and the mere announcement of the fact in printed papers and prospectuses issued by his authority will not make him lii/ble." Mr George Hutchinson called, stated that he was hon secretary for the Northern

Brewery Company. The concern was got, up at his instigation. He had consulted Messrs Garrick and Cowlishaw in the matter, and they agreed to be solicitors for the company, he to act as honorary secretary. A prospectus was drawn up between them, and he took it to the Lyttclton Times office to be inserted in that paper. This had been done, and a claim had been frequently made against him as hon secretary. In cross-examination by Mr Duncan, Mr Hutchinson said that Mr Macfarlane had not been privy to the arrangements stated by him. There was a considerable amount of money belonging to the shareholders lying in the Bank of New Zealand, deposited to the credit of Mr Cowlishaw and himself. He had always been ready and willing to sign a cheque, jointly witb Mr Cowlishaw, for the liquidation of this liability, but that gentleman refused or delayed doing so. There had never been a meeting held of the provisional directors or shareholders in the company.

Mr Duncan submitted that it would be seen by the authorities cited by him that wherejan inchoate company—having persons appointed provisional directors whose assent had been obtained as such —were not liable in special contracts such as the present one without their being proof to them. In ReynelPs case, quoted by him from Addison, it was shown that even a provisional director's knowledge of liabilities incurred by the secretary does not per se create a liability on the part of the provisional directors. In the present case the defendant was wholly ignorant of the special contract made by the secretary with the Lytzelton Times, and although he might have seen the advertisements published, and knew of the liability incurred, he personally was not liable. He (Mr Duncan) thought the action should have been raised against the secretary, who was thr only person recognised as having given instructions for the demand then claimed. Under those circumstances, and relying upon the point of law raised by him, he would ask that the plaintiff be nonsuited with costs.

His Worship said that fron. the cases cited by counsel, and which he had perused, he felt satisfied that the point of law taken was unanswerable by the plaintiffs. It had been shown that there had been no meeting of the provisional directors or shareholders, and the secretary and solicitor had thus been appointed by themselves. He could not therefore, under the authorities quoted, hold the defendant liable, and plaintiffs must be non-suited with costs. Friday, March 5. [Before G. L. Mellish, Esq., E.M.] USING THREATENING LANGUAGE. John Shortcliff, who had failed to appear the previous day on the charge of using threatening language towards his wife, was brought up on warrant. Mrs Shortcliff stated that her husband had threatened to assault hev frequently, and was an habitual drunkard. The accused denied being a drunkard, and was ordered to find one surety in £25, and himself in £SO, to keep the peace for six months. DRUNK AND DISORDERLY. Murdock McPherson was fined ss; Archibald McNichol, ss; and John E. Ramsay, who expressed his sincere regret that his legs had given way on this occasion, was also fined ss.