References: [1850] EngR 623, (1850) 15 QB 521, (1850) 117 ER 556
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Debt for calls on railway shares : plea, that defendant was not shareholder : issue thereon. A special verdict found that, by agreement of 21st July 1847, between the directors of the railway company and defendant, he agreed to take all the unappropriated shares in the compariy, being 4935, and to pay 4l. per share on 15th August then next, and, meanwhile, to deposit securities to the amount of 20,000l. ; and the company agreed that, ‘so soon as 15l. per share shall have been paid on the 4935 shares, and that the company is in a position legally to do so, they shall deliver’ to defendant mortgage debentures of the company payable three years after date, and bearing 5 per cent. interest, for 24,675l, being at the rate of 5l. per share. At a meeting of the shareholders, on 10th August 1847, convened for the purpose, the agreement was confirmed by the shareholders, and the shares were registered to defendant with his consent. The call, on which the action was brought, was made in December 1847. Held, that the production of the register made a prima facie case that defendant was a shareholder, which case was not rebutted by any thing in the other evidence; that, even if the stipulation to deliver mortgage debentures in consideration of the shares taken were illegal, this would be no defence, as the action was not on the agreement, and the agreement had been, in part, executed by the transfer of the shares, which transfer took effect in praesenti. But that the stipulation to deliver such debentures, as soon as the company should be in a position legally to do so, was not illegal.