Beautiful bearer uncancelled stock certificate for five shares from the Electric Telegraph Company of Ireland
issued in 1852. This historic document has the company's name on top center with the words "From Port Patrick, on the coast of Scotland, to Donaghadee, on the coast of Ireland - Distance 21 1/2 Miles".
This item has the signatures of the following Company's Directors: Hon George Massey, Albion Street, Hyde Park, George Griffin, of Griffin Brothers, and Colonel Cooper, Charles Street, St James’s, London.
The Electric Telegraph Company of Ireland was laying lines in Ireland, and proposed to be connected by a submarine line with the Electric Telegraph Company's lines to England.
Investors and management of the company included: the Rt Hon Viscount Barrington; Rt Hon Lord Dufferin and Claneboye; and William Ormsby-Gore, MP; three Trustees, Marquis of Londonderry, GCB, Holdernesse House, Park Lane, London; John Laurie, 1 Hyde Park Place, London; and J Lewis Ricardo, MP, 31 Lowndes Square, London; and nine Directors on the Board, Hon Edward Cecil Curzon, Scarsdale House, Kensington; Rear-Admiral Sir W H Dillon, KCH, Burton Crescent, London; James Sheridan, Sheridan & Son, Dublin; I H Bristow, Stanhope Place, Hyde Park, London; Joshua Mayhew, Fitzroy Square, and Enfield Place, Middlesex; Rear-Admiral Sir R O’Connor, KCH, Stanhope Terrace, Hyde Park, London; Hon George Massey, Albion Street, Hyde Park; George Griffin, of Griffin Brothers, Beal’s Wharf, Southwark; and Colonel Cooper, Charles Street, St James’s, London.
The Law Journal for the Year 1832-1949:
Aug. 3.—Lord Justice Knight Bruce. — A company, called the Electric Telegraph Company of Ireland, was, by an order dated the 7th of May 1856, directed to be wound up. Under this order various proceedings have taken place, including the case of Mr. Cookney, heard here in 1858, reported in Messrs. De Gex and Jones's Reports (1).
(1) Vol.3, page 170; s.c. 28 Law J. Rep.(N.s.) Chanc. 12.
The order now under appeal, made by the Master of the Rolls on the 11th of June last, which is another of those proceedings, placed the name of Mr. Lockington St. Lawrence Bunn on the list of contributories and ordered him to pay the costs, and directed that the costs of the representative of the creditors be paid out of the assets of the company. Mr. Bunn, the present appellant, complains of this order, contending that he is not properly a contributory. The company was provisionally registered in January 1852, and completely registered in December of that year (a date perhaps material to be borne in mind), and regulated by an act of parliament, which received the royal assent on the 4th of August 1853, and is intituled, 'An Act for incorporating and regulating the Electric Telegraph Company of Ireland, and for better enabling the Company to establish and work Telegraphs in Scotland and Ireland and between those Countries, and for other Purposes.' The appellant stands charged as a contributory under a transaction which took place in the month of April 1853, when a number of papers, called, I believe, scrip certificates, purporting to represent shares in the company, were, in the circumstances to which I shall refer, placed in his hands or in the hands of his solicitor or agent for him, but so placed as to part on Mr. Bunn's private and separate account, and as to the rest on the account of Mr. Bunn as a member (which at that time he was) of a partnership, called the "Gutta-Percha Company of Lambeth." Those papers have been produced on the hearing of the appeal. I will read one of them, the form of which sufficiently represents all:—" Electric Telegraph Company of Ireland, provisionally registered. Capital 40,000/., in 40,000 shares of ll. each. Five shares. This is to certify that the bearer hereof, of &c, is the proprietor of five shares, Nos. , in the Capital Stock of the Electric Telegraph Company of Ireland, subject to the regulations of the said company. Dated this day of .
Signed by two directors. Countersigned by the Secretary."
The grounds of Mr. Bunn's defence before the Master of the Rolls and of his appeal here are substantially—first, that it was under an agreement with those who at that time managed and conducted the affairs of the Electric Telegraph Company that he should not, by reason or in respect of the shares or certificates, be liable for any debts or engagements of that company, but, without any such liability, be as the holder of the shares a participator of the profits of any of the undertakings, that he accepted them; and, secondly, that failing the first point, he is, as to a certain number of the shares, improperly charged alone as a contributory, because that portion of the shares was, he insists, taken by him jointly with other persons, who, with him, formed a mercantile establishment, which I have mentioned already, called the "Gutta-Percha Company of Lambeth," and ought, he contends, to be joined with him in the liabilities imposed on him by the order, if he is jointly liable at all.
It appears that in April 1853, Mr. Gilpin, a broker, who was connected with the Electric Telegraph Company, was in prison, not at the suit of the appellant, but for a debt for which the appellant was liable in effect as surety for Mr. Gilpin to the creditor at whose suit Mr. Gilpin's person was detained ; and it seems to have been the wish of those, or some of those, acting at the time in the management of the affairs of the Electric Telegraph Company, that Mr. Gilpin should be released from confinement, and accordingly in that month the two agreements in evidence, marked respectively A. and B, were signed by two directors of the Telegraph Company, namely, Mr. Massey and Mr. Tweedie, on behalf of the directors of that company, and verbally sanctioned and accepted by Mr. Bunn on his part. The two documents have been produced here by Mr. Bunn or on his behalf. They are dated 9th of April 1853, in these terms :—" To the Gutta-Percha Company of Lambeth. Gentlemen, — In consideration of your agreeing to accept shares in the Electric Telegraph Company of Ireland to the amount of 1,500/., in 1/. shares of that company, in part payment of the debt claimed by you for wire, and in consideration of your consenting to the discharge of
Mr. Wm. L. Gilpin from custody, and of the arrangement this day made between us, we have handed-to you 1,500 shares of 1/. each paid up in that company, to be held and disposed of as your own property, and which shares we are authorized by Mr. Gilpin and by the company to hand and transfer to you, and which 1,500 shares we declare to be good and valid shares, transferable by delivery, and entitling the holder to rank in respect thereof as a shareholder in that company. And we also agree and undertake to procure the due execution of such transfer, if any, as may be necessary to give you a valid title to such shares. And if for any reason it should appear that such shares are not valid and cannot be legally transferred to and vested in you without your signing the deed of settlement of the company, we undertake to pay you the full sum of 1,500/. when required. And we also undertake, for the considerations aforesaid, to deliver to you, on or before the 12th day of April instant, valid shares (which may be held or disposed of by you without signing the deed of settlement of the company) in such company to the amount of two hundred and twenty pounds, or to pay you such amount of 220/. on that day. Dated this 9th day of April 1853. Yours &c, Geo. Massey, J. Tweedie."
The other agreement is this: — "To Lockington St. Lawrence Bunn, Esq.— Sir,—In consideration of your agreeing to accept shares in the Electric Telegraph Company of Ireland to the amount of 340/., in shares of that company, in part payment of the debt due to you from Mr. Wit. Lawrence Gilpin and Geo. Featherstone Griffin, and in consideration of your consenting to the discharge of Mr. Wm. Lawrence Gilpin from custody and of the arrangement this day made between us, we undertake for the considerations aforesaid to deliver to you, on or before the 12th day of April instant, valid shares (which may be held or disposed of by you without signing the deed of settlement of the company) in such company to the amount of the said sum of 340/., in 1/. paid-up shares in that company, or to pay you such amount of 340/. on that day. And we also hereby declare that we are authorized by the said Mr. Wm. Lawrence Gilpin and Geo. Featherstone Griffin, and by the Electric Telegraph Company of Ireland, to hand and transfer such snares to you, and that the same shall be good and valid shares, transferable by delivery and entitling the holder to rank in respect thereof as a shareholder in the said company. And we also agree and undertake to procure the due execution of such transfer as may be necessary to give you a valid title to such shares; and if for any reason it should appear that such shares are not valid or cannot be legally transferred to and vested in you without your signing the deed of settlement of the company, we undertake, for the considerations aforesaid, to pay you the full sum of 340/. when required. Dated this 9th day of April 1853. Yours, &c.,J. W. Tweedie, George Massey.'
It was on this occasion and under these agreements that the scrip certificates already mentioned were in April 1853, and therefore during the interval between the complete registration and the private act, placed in the hands of Mr. Bunn or his agent, as I have stated. This was the origin—such the foundation of Mr. Bunn's alleged connexion with the Electric Telegraph Company. Now it is, perhaps, to be reasonably inferred from the mere contents of the two agreements, but is, I think, sufficiently proved by collateral evidence, that they were entered into, and the shares to which they relate accepted or contracted to be accepted, by Mr. Bunn, under a stipulation on his part, to which Mr. Massey and Mr. Tweedie acceded on behalf of themselves and their fellow-directors, that Mr. Bunn should not, in respect of them as a shareholder, be subject or liable to any of the debts or losses of the Electric Telegraph Company, but should only be a shareholder for the purpose of participating in its profits, if any. This stipulation, however, it was, I think, beyond the functions and in excess of the powers as well of Messrs. Massey and Tweedie as of the whole body of the directors of the Electric Telegraph Company to make as against that company, which, as I conceive, was not bound by it; and as this portion of the arrangement of April 1853 was in my opinion material and essential to its existence, it was in my judgment a sine qud non. As far as Mr. Bunn was concerned, the two agreements were, I conceive, substantially good for nothing. Still it was possible for Mr. Bunn so to act as to preclude himself from rejecting the character of a contributory of the Electric Telegraph Company; and if, as for instance in Maguire's case (2), he had received or derived any profit or benefit from that character or from the shares, or had caused damage or prejudice to the Electric Telegraph Company or any person by claiming or representing himself to be a shareholder, he might be so precluded and a contributory. But I do not find anything of the kind to have taken place. He certainly more than once claimed to be a shareholder, and he attended a meeting or meetings in that character, but not with any intention on his part of acknowledging any liability or misleading any person; and I repeat, that, in my judgment, neither the Electric Telegraph Company nor any shareholder is shewn to have sustained any damage by reason of conduct on his part subsequent to the transaction of April 1853.
I do not understand that any instrument of transfer to him of any of the shares has been signed by him, or received or accepted by him, or with his permission, assent or privity made to him, nor has he ever executed the deed of settlement, or any such instrument; and though he has been by the directors returned and registered as a shareholder, that was not, as I understand the matter, under any authority from him, or with his consent or knowledge.
I consider, therefore, that he has not barred himself from insisting on the equitable invalidity of the two agreements or from insisting that he is neither legally nor equitably a shareholder, the agreements having included a very important term that was impracticable and impossible or was absolutely invalid, on which point he must, I think, be taken to have protected himself by stipulation, or acted in error. Whether the money received by him or the Gutta-Percha Company, on the occasion of the two agreements on account
(1) 3 De Gex & Sid. 31 ; s. c. 18 Law J. Rep. (n.s.) Chanc. 30.
of debts not treated as cancelled by the shares, ought to be restored, is a question that we cannot or need not now consider, or need not now, tthink, decide. With respect to the collateral evidence to which I have alluded, its admissibility was questioned and is open to reasonable question; but in the particular position and circumstances of the case, I consider it admissible as it would be on the part of a defendant against a plaintiff seeking in this Court specific performance of a contract. Upon the contested points in the present case, on which I have not expressed, I wish to be considered as not giving any opinion; but it seems to me that Mr. Bunn is not a contributory. I think, however, that he should neither pay nor receive any costs of the proceedings in the chambers of the Master of the Rolls or in the Rolls Court or here.
Lord Justice Turner.—This is an appeal from an order of the Master of the Rolls, by which Mr. Bunn has been put upon the list of contributories of this company for 2,060 shares, and ordered to pay the costs of an application to remove his name from the list of contributories. The objects of this company were the laying down an Electric Telegraph between Ireland and Scotland, and the company was provisionally registered in the month of January 1852. In the month of July 1852 the deed of settlement of the company was executed, some of the provisions of which I shall presently have occasion to refer to. The company was completely registered on the 4th of December 1852. A gentleman of the name of Gilpin was the contractor for the wires of this company, and he purchased the telegraphic wires which were necessary to be laid down for the purpose, of another company, called the Guttapercha Company, in which Mr. Bunn was the junior partner. For those purchases Mr. Gilpin gave bills of exchange, which were accepted by some of the directors of the Electric Telegraph Company, and in the month of March 1853 those bills not being paid, Mr. Gilpin was arrested upon them. Being thrown into prison, he and the other directors of the company appear to have been exceedingly anxious to procure his release; and he was then also separately indebted to Mr. Bunn, and in consequence of the anxiety to obtain his release, negotiations took place for the purpose of coming to a settlement of the claims of the Gutta-Percha Company and of Mr. Bunn upon the Electric Telegraph Company and upon these parties, and two of the directors of the company became parties to this negotiation. The result was that the two agreements of the month of April 1853, which have been read by my learned Brother, were entered into. Those agreements extended, as to one of them, to 1,720 shares, and as to the other of them, to 340 shares, constituting together the 2,060 shares which are in question upon this appeal. Upon, or soon after the dates of those agreements, certificates, which my learned Brother has also read, were delivered to Messrs. Linklater, who were the solicitors both of the Guttapercha Company and of Mr. Bunn. Those certificates having been already read, it is sufficient for me to observe upon them that they purported to be intituled "Electric Telegraph Company of Ireland, provisionally registered." This transaction taking place in April 1853 the company having been completely registered upon the 4th of December 1852, yet the certificates which were delivered on this occasion in April 1853 were entitled "Electric Telegraph Company, provisionally registered," and those certificates purported also to be transferable to bearer; "this is to certify that the bearer hereof is the proprietor of five shares," and so each certificate purported to be transferable to bearer. These certificates having been delivered on the 9th of April 1853, as to the greater bulk of them—some, I believe, were delivered afterwards—on the 12th of April 1853, Mr. Gilpin, the contractor, executed the deed of settlement of this company for 2,065 shares, and in the register of transfers of the company 2,065 were entered as having been transferred to Mr. Bunn on the 9th of April 1853 from the names of Mr. Gilpin, the contractor, of Mr. Griffin, one of the directors, and of another Mr. Griffin, the secretary of the company. These two Mr. Griffins being parties with whom, so far as I can find from the voluminous evidence in this case, Mr. Bunn never had anything whatever to do, there is no proof of any communication having been ever made to Mr. Bunn of these transfers having been made to him; no deeds of transfer are produced, and there is no evidence when the register of transfers in which his name was put was made up; indeed, upon examining the books of this company, which I have taken occasion to do, it seems that these books are in the utmost confusion, and it is scarcely possible to say in what mode they have been dealt with by these parties. Mr. Bunn's name, however, was also put upon the register of shareholders for 2,045 shares, not for 2,060, the number here; not for 2,065, with which he was attempted to be charged, but for 2,045 shares.
On the 4th of August 1853 an act of parliament passed for incorporating this company, by the 8th clause of which the deed of settlement of the company was made void. "But, subject to the provisions of this act, the said deed of settlement shall, from and after the passing of this act be wholly void and of non-effect, and that the several persons who shall have executed the same, or any accessory thereto, and their heirs, executors and administrators, shall immediately from and after the passing of this act stand and be, by virtue thereof, released and discharged from any future obligation to observe, perform, abide by, fulfil or conform to the said deed of settlement, or the covenants or agreements therein contained, or any or either of them. Provided always, that nothing herein contained shall release or discharge any person from any liability or obligation which may have been incurred prior to the date of the passing of this act, but such liability or obligation, and every liability or obligation in respect of any breach of the provisions of the said deed of settlement which may have been committed prior to the passing of this act, shall subsist and continue, and may be enforced accordingly under and according to the provisions of the said deed." Not only was the deed of settlement avoided, but the act contains also a provision in section 17, "That a memorial of the names and descriptions of the several shareholders of the company in the form or to the effect for that purpose given or expressed in the schedule to this act annexed shall, within six months after the passing of this act, he verified by the declaration of some director, secretary or officer for the time being of the company, made before a Master or Master Extraordinary in Chancery, and when so verified, enrolled in the High Court of Chancery in England; and that the like memorial of the name and description of every such shareholder for the time being of the company, in such form as aforesaid, shall in the month of January 1854, and in the month of January in every succeeding year, or within twenty-one days thereafter, be verified by such declaration as aforesaid, and also enrolled in the said High Court of Chancery. And when any person shall cease to be a shareholder, or when any person shall become a shareholder, a memorial of his name and description, verified in manner aforesaid, shall or may be forthwith enrolled in manner aforesaid, in the form or to the effect expressed in the said schedule for that purpose; and if any declaration which shall be so made as aforesaid shall be false or untrue in any material particular, the person wilfully making such false declaration shall be deemed guilty of a misdemeanour; and the enrolment of every such memorial shall be sufficient primd facie evidence that every person named in such memorial was at the date thereof such shareholder as in such memorial mentioned, or had ceased to be such shareholder as in such memorial mentioned." That act passed on the 4th of August 1853. On the 18th of August 1853, notwithstanding the act had been passed, notwithstanding the clause contained in the act for the memorial being registered and enrolled in the Court of Chancery, this company makes a return to the Joint-Stock Companies Registration, in which the company had ceased to have any concern whatever, the deed being then void, and in that return includes Mr. Bunn's name as one of the shareholders of the company, and on the 1st of March 1854 a memorial was also made under the act, according to the provisions of the act, and Mr. Bunn's name is also included as a shareholder in that memorial.
In the year 1856 the order is made for winding up this company.
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