Edinburgh Oil Gas Light Company v Clyne's Trustees

Subject_ Society — Title to Pursue.— Headnote: Circumstances in which held that an action for payment of past due calls had been competently raised by the directors in name of a company incorporated by Act of Parliament, although the company had ceased to carry on the trade for the purpose of which they had been incorporated, and the directors had apparently become disqualified by the statute from acting as such by holding shares in a rival company.

At a meeting of the proprietors of the Oil Gas Company on 27th March, 1828, called by advertisement in the newspapers, at which Clyne was not present, it was unanimously resolved to confirm the above agreement, and to remit to the directors with full powers to take all measures and sign all deeds necessary for carrying the same into execution. The agreement having accordingly been formally concluded, at Whitsunday 1828 the Coal Gas Company commenced supplying the customers of the Oil Gas Company with coal gas.

At a general committee meeting of the Oil Gas Company directors on 4th November, 1835, proceedings were directed to be taken against the trustees of Mr Clyne, who had in the interim died, to obtain payment of the sum unpaid on the two last calls upon the proprietors.

The Oil Gas Company accordingly, designating themselves as “The Edinburgh Oil Gas Light Company, incorporated by Act of Parliament 5 Geo. IV. c. 76,” raised action against the trustees, setting forth that the seventh and eighth calls above-mentioned had been made “in terms of the statute,” but had never been paid by Clyne, and concluding for payment of the amount thereof.

At the date of raising this action, a process at the instance of the trustees against the company for repayment of the amount of instalments formerly paid up by Clyne was in dependence in the First Division of the Court, having been remitted from the House of Lords.