COURT OF KING'S BENCH, WEST MINSTER, FEB. 4.

Joseph v. Pebrer.

THIS was an action for money paid by the plaintiff for the defendant's use, which was tried before Mr. Justice Littledale, at Guildhall. It appeared that the plaintiff had purchased for the defendant ten shares in the Equitable Loan Bank Company, at a premium of 51. 10s. per share, making a deposit of 17. on each. Of the precise object of the society there was no evidence; but Mr. Marryat, the counsel for the plaintiff, in his opening, described it "as a very benevolent institution, proposing to lend small sums to the poor at 8 per cent., and thus to protect them from the exorbitant charges of pawnbrokers." It appeared, from a printed prospectus, that the capital was to be two millions; that the stock was to be divided into 40,000 transferable shares of 50l. each; and that the shareholders were to be subject to the orders and regulations made by the vice-presidents and committec, and to participate in all the benefits of an act of parliament, to be applied for in furtherance of the designs of the projectors. The plaintiff had delivered to the defendant a note, stating, that he had purchased ten shares for him "for the coming-out," at 5l. 10s. premium, and 17. deposit. The defendant refused to accept the shares, on the ground that the VOL. LXVII.

certificates were not in fact tendered to him at "the coming-out," but several days afterwards, when they had fallen in value. It was also objected, on his behalf, that the plaintiff had no right to recover, because the whole transaction was illegal, as relating to the purchase of shares in an illegal company, within the 6th Geo. 1st, c. 18, commonly called "the Bubble Act." The learned judge, reserving this point, left the jury to say, whether the plaintiff had used due diligence in obtaining and delivering the certificates: and they, on this direction, found for the plaintiff. In a former term a rule nisi was obtained for a nonsuit, on the ground of illegality, or for a new trial, on the ground of the plaintiff's neglect to deliver the certificates in time, according to the bargain.

Mr. Marryat and Mr. Andrews now showed cause against the rule. They contended that no evidence was adduced at the trial, from which the court could infer that the society was within the words or the purview of the statute of George 1st. Here was money actually advanced at the defendant's request; that advance must be taken to be made for something admitted to be of value by the party who authorized and requested it; and the object must be considered legal, until the contrary was shown. If the defendant, after employing the plaintiff to make this purchase, wished to inA*

sist that the thing to be bought was so illegal as to afford no ground of action, surely he was bound to establish the fact, and could not leave it to mere suspicion. There was no proof what ever that this company was of the description of those against which the act of George 1st pointed; the court, therefore, could not say, that the whole subject matter of the contract was unlawful; and the plaintiff was entitled to retain his verdict for the money which he had actually paid.

Mr. Gurney spoke in support of the rule.

The Lord Chief Justice, after consulting with the other judges, delivered his opinion as follows: I think that enough appears in this case to enable us to say, that the contract, on which the plaintiff seeks to recover, is void in law. Whether other evidence might have been adduced to change the aspect of the case, and to give to the bargain a legal character, I cannot say; I found my judgment solely on the evidence which was given. It appeared in that evidence, that certain persons had associated themselves to form a society or company to be called "The Equitable Loan Bank Company," which, at the time when the shares were purchased, had not received the sanction of an act of parliament, or of a royal charter. What the precise object of the association was, did not appear in evidence: but the very name implied that it was to lend money; and the learned counsel for the plaintiff, whose statement must be taken as correct against his own client, stated in his opening that its purpose was, to lend money at a higher rate of interest than that allowed by law, except to persons

are

who subject themselves to the regulations affecting pawnbrokers. Now it may not be illegal for persons to associate in order to obtain an act of parliament or a royal charter to sanction such a design, intending to carry their project into effect or not, as such sanction should be given or withheld; but if they go further, if, before they so authorized, they create transferable shares, and require their subscribers to submit themselves to the orders of a committee, I am of opinion that they are doing that which the law will not warrant, and that all contracts made for the transfer of their shares are void. The language of 6 Geo. 1st, c. 18, is not very explicit; but in the 18th and 19th sections two marks and symbols are pointed out, as characterising the societies which the legislature intended to prohibit-the dividing stock into transferable shares, and the assumption of the powers of a corporate body; and, upon the evidence, both of these symbols belong to the company before us. The certificates produced purport to give to "the holder," whoever he may be, the right to certain shares; so that they are transferable without limit and without control. The prospectus, without which it would not appear whether any thing and what was the subject of contract, requires the subscribers to submit to the orders of the committee; and thus the society assume to act as a corporation, delegating to a select body the power to make by-laws to bind the others. Thus, then, the company is within the words of the statute; and is it not clearly within the mischiefs which it was intended to remedy? These very shares of 50l. each were sold at a

premium of 51. 10s. each; and the society, professing to have a capital of 2,000,000l., really had a capital advanced of only 40,000l. We cannot shut our eyes to what is passing in the world around us; and unless we do, we must observe, that not only this, but many other societies, have sprung up, promising prospective and contingent benefits, sanctioned by no charter and unprotected by act of parliament; and that a dealing and traffic in their shares has arisen, never exceeded at any period, except, possibly, at that time when the legislature were obliged to interpose by the statute to which reference has been made. The effect of these companies is, to give opportunity and scope to gaming and rash speculation, which necessarily lead to misery and ruin; for in gaming and rash speculation, if one man gains, another must lose in proportion; whereas in commerce, fairly and honourably conducted, both the buyer and seller receive benefit. Taking this view of the tendency of this society, and thinking it characterized by two of the marks which the legislature has pointed out as distinguishing illegal companies, I feel bound to declare this dealing and traffic in its shares for I need go no further-contrary to law. With this opinion, I think that, in the present state of the times, we should not discharge our duty, if we were to pause and deliberate where no doubt exists.

Mr. Justice Bayley, Mr. Justice Holroyd, and Mr. Justice Littledale concurred, and distinguished the case from those of "The King v. Webb" and "The King v. Bainbridge," in which the shares were only transferable within a limited and select body. After

the learned judges had delivered their opinions,

The Lord Chief Justice saidThere is a point which was not made in the argument, but which I will just mention. I am strongly inclined to think this buying and selling shares illegal at common law, as wagering and bargaining about an act of parliament to be applied for in future.

BUCKINGHAMSHIRE ASSIZES.

Aylesbury-Charles Lynn was indicted for the murder of Abraham Hogg, on the 7th of January, at Whaddon Chase.

The prisoner and the deceased. had for a considerable number of years, worked together in a large Distillery, at Vauxhall in London. They left their employment in London on the 6th of January, and, on the 7th they arrived at Brick Hill, in the County of Bucks, and agreed to sleep at the White Lion; but the prisoner, who was a stranger at Brick Hill, was absent from his lodgings at the White Lion, during that night, though his unfortunate companion slept there. On the following morning the prisoner and the deceased got upon the Eclipse Birmingham coach, with their luggage, and were driven on the road towards Shenley Brook End, which is within the limits of Whaddon Chase.

The circumstances of the murder were proved by George Beecham, a labourer, who stated, that he was at work near Snellswell Copse on the 7th of January last: two men passed, they were going towards Whaddon; witness was ditching up a hedge, and did not notice their faces; one