EDINBURGH OIL GAS COMPANY v SIR W BAILLIE & Ors, (Clyne's Trustees) (Court of Session)

By stat. 5. Geo. IV. c. 76, certain persons are ‘declared to be one body politic and corporate, by the name of ‘The Edinburgh Oil Gas Light Company,’ and by that name shall have perpetual succession and a common seal, and by that name shall and may sue or be sued.’

By the 45th section of the statute it was declared, that no person should be qualified to act as a director, or as a member of the committee of management, ‘who shall be a shareholder or proprietor in any other gas company in Edinburgh, or within ten miles thereof.’ By section 52, ‘That the committee of management shall have full power and authority, from time to time, at any of their meetings aforesaid, to make such call or calls for money from the several subscribers to and proprietors of the said undertaking, in order to defray the expenses of, or of carrying on the same.’

The 75th section regards the calls to be made on proprietors, and provides, that ‘it shall be lawful for the said committee of management to sue for and recover the same, with interest.’

An action was raised in name of the ‘Edinburgh Oil Gas Company, incorporated by Act of Parliament, 5. Geo. IV. c. 76,’ against the defenders, as trustees of Clyne, a partner of said company, for payment of two sums, being the 7th and 8th calls on the partners of the company; the first, being the sum of L.130, made at the meeting of the directors or committee of management, on 23d July 1827,—and the second, for L.109, 4s., made by the directors or committee of management, on 16th June 1829.

Clyne's trustees, besides pleading several defences on the merits, (not here decided,) stated these dilatory defences: 1. That the action was incompetently brought in name of the Oil Gas Company, instead of that of a committee of directors. 2. That the calls sued for, or at least one of them, was incompetently made by directors who were disqualified by holding shares in the Coal Gas Company.