Hide Article Text (OCR)
AN “UNLIMITED” COMPANY. A meeting for the proof of debts in the case of the London Unadulterated Food Company (limited) was held in the Court of Bankruptcy, before Mr. Commis sioner Evans. Some questions as to whether certain persons should be placed on the list of contributories of the company were also settled. Mr. Roxburgh’s statement for the shareholders gave some startling disclosures. Mr. Roxburgh said the facts were these; that in March, 1856, Mr. Henesge was solicited to become a director of the company, which he consented to do upon having five free shares given to him, which shared he was informed the directors were empowered to issue as paid-up shares. He then read the articles of asociation, and proceeded to state that Mr. Heneage accordingly became a director upon having five free shares, and signed the articles of association in respect to those five shares. He contended that it having been stated that the shares granted to Mr. Heneage were paid-up shares, Mr. Heneage quest not to be called upon to pay anything more; and not being liable to pay anything more, he ought not to be placed on the list of contributories. The course adopted was evidently for the purpose of getting Seeekers and to give countenance to the manage ment— . The Commissioner: And to get shares for nothing. Mr. Roxburgh: Yes, and that its directors should be qualified by holding shares. It was quite clear Mr. Heneage, having executed the articles of associa tion in respect of the class of paid-up shares, could only be put on the list in respect of shares which he agreed to take; and those were the free shares which were given to him in consideration of his services. The learned counsel proceeded to state that about a week after Mr. Heneage joined the company he dis covered in the minute book that, at a meeting of the subscribers of the memorandum of association of the company, held at 3, Royal Exchange buildings, on the 22nd of September, 1858, present Mr. W. Cribb, Mr. H. A. Horneman, Mr. A. C. Howett, Mr. R. 8. Groom, and Mr. D. Smith, the following reso lutions were passed: — That in consideration of Messrs. Henry Sutton, Henry Salter, William Cribb, William Lucy Howard, and Alexander Copeland Howett, having originated the plan of the company, of their having promoted and formed the company, and paid the preliminary expenses attending its for mation, fifty fully paid-up shares of 202, each in the capital stock of the company be presented to each of those gentlemen. That, in consideration of Mr. Sut ton agreeing to use his best endeavours to raise the capital of the company he be paid a commission of 15s. per share upon the first five thousand shares subscribed for (whether by his exertions or otherwise), the same to include all travelling ex penses, c. That Mr. Henry Sutton be appointed financial manager of the company, and that he be paid a salary commencing at 5007, per annum, to be increased to 1,000, per annum when 100,0002. capital should have been raised by the issue of shares in the company, and to be further increased at the rate of 2002, per annum for every 1 per cent, of dividend beyond 5 per cent, paid upon the capital stock of the company. That when Mr. Sutton should have con tinued in the office of financial manager for the space of ten years, he should be at liberty to retire upon a yearly pension equal to one-half of his salary at the time of such retirement. That if Mr. Sutton should be removed from his office, he should become entitled to receive an annuity equal in amount to one-half of the salary he was then receiving, and in addition thereto the sum of 1,000/. as compensation. That Mr. Sutton should in addition be entitled to a seat at the board of directors, and to a vote on any questions in which he should be per sonally interested.. That Mr. William Cribb be ap pointed general manager at a yearly salary of 5002, to be increased to 1,000/. a year when 100,0002. capi tal should have been actually raised, with a further increase of 2002, a year for every one per cent, of dividend beyond five per cent, paid upon the capital stock of the company, with the same provisions as to retirement, pension, dismissal, and snnuity as were specified with regard to Mr. Sutton. That Mr. H. Slater be appointed secretary to the company upon the same terms as those upon which Mr. William Cribb was appointed general manager. The learned counsel re minded the court that these resolutions were carried by a company which had not a shilling in its coffers, and stated that neither Mr. Heneage, Mr. Cropp, nor Mr. Hutchins were aware of such resolu tions. He contended that it was a perfect fraud, upon all persons who had become share holders after the passing of the resolutions sand in ignorance of their existence. The first thing done by the directors appeared to be the passing of a series of resolutions, whereby 15s. 8 share was voted to one person upon fifty thousand shares, in addition to a salary of 5001. a year, with a prospective in crease added to a reversionary interest for the term of the individual’s natural life. That was the course of proceeding adopted by persons under the Limited Liability Act ; it was worse, he thought, than before the act came into operation. Persons who had 5, with which to pay for printing and registration ex penses could form a company and make all sorts of resolutions, giving themselves most handsome assa ries, which other parties were bound to pay. He contended that the directors had been guilty of a gross fraud, and that all persons who signed the ar ticles of association after the passing of the resolu tions complained of were not liable as shareholders. The commissioner decided that Mr. Heneage, Mr. Salter, and Mr. Cropp were all liable. Mr. Cribb’s claim of 5002, for services, c., 38 a di rector was then placed before his honour.—Mr. Crack nell objected to allow anything to Mr. Cribb, who had already had 400, out of the funds of the company. A portion of the account was obviously erroneous. The Commissioner (astonished): Do you mean to say that Cribb has already had 400/.?—Mr. Crack~ nell: Yes. Mr. Johnson (official liquidator) said the account was incorrect. Two sums of 134/. each, entered as having been paid to Salter and Sutton, had not been go applied.—The solicitor said the account was per fectly fictitious. The Commissioner: Cribb was the originator and promoter of the company ?—Mr. Cracknell: Yes, at the time the resolutions complained of were passed there were seven directors holding amongst them eleven shares. The Commissioner: If I were the shareholders, I do not think I should allow him one farthing—con cocting this scheme, and then say he is to get all this money—for what ?—Mr. Cracknell did not like to have the claim dispused of in the absence of Mr. Cribb (who had just left the court) and his advocate. The Commissioner: I expunge the claim, I do not think he is entitled to anything. That is my view, but he can bring an action, of course. The solicitors to the directors then applied for the allowance of certain coats incurred at the wish of the directors, including the opposing the petition to this court. The solicitors said they had been instructed to oppose the petition until the eleventh hour, and then to consent The commissioner was not at all inclined to favour solicitors who had anything to do with a company of this sort. They ought to have looked into it before having anything to do with it.—The solicitors ad mitted that they ought——The commissioner said he should decline to allow anything after the presenta tion of the petition in bankruptcy. It would be sharee holders paying for proceedings against themselves,— Adjourned accordingly, at TWENWARE Stairs.—A Hint to Porters,—Mr. Sydney Smirke has suggested an earthenware water cistern; permit me, by your aid, to ask manufacturers to supply us with earthenware stairs. I would pro pose the riser and tread to be formed in one piece, and of such dimensions as to be generally applicable to cottages and tenements, say about nine inches tread and seven and a half inches rise. They might be built into the wall at one end, and rested on a four- inch wall at the other, so as to form a closet beneath; or in cases where the space below is required to be open, they might perhaps be made so that the bearing at one end would be sufficient. The beneficial results of a staircase of this material are so obvious as hardly to require notice, incombustibility, cleanliness, and comparative absence of noise in the occupation, are desiderata of the highest importance ; and, as regards cost, I should imagine there would be no excess over the present inflammable, dirt-harbouring, and creak ing mode of construction.—Correspondent of Builder.
Newspaper Details
Lloyds Weekly Newspaper
London, Middlesex, GB
Sun, Mar 14, 1858
Page 5
Full Page
Clipped by
Allan D.
ZA 15 Jun 2026
Other Publications Near London, Middlesex
Bingleys Journal
Arminian Magazine
London Daily Mail
London Stars and Stripes
London Daily Universal Register
