Companies and their Members mutual right to sue Act 1848 No 17a (NSW)

No. LVI.

An Act to enable any Joint Stock Company to sue any of its own Members and to enable any Member of any such Joint Stock Company to sue any such Company and for other purposes. [17th June, 1848.]

WH E R E A S Ac t s have been passed by t h e Governor and Legislat ive Counci l of t h e Colony of N e w South Wales to enable t he

propr ie tors of jo in t stock b a n k i n g and other companies car ry ing on business in t he said Colony to sue and be sued in t he n a m e of t he Presi­ dent Cha i rman M a n a g e r M a n a g i n g Direc tor Inspec tor Local Director Treasurer Secretary Clerk or o ther officer in such Acts respectively named or appointed for t ha t purpose A n d whereas it is expedient to extend t h e provisions of t h e said Acts Be it enacted by H i s Excel­ lency the Governor of N e w South Wales w i th the advice and consent of t h e Legislat ive Council thereof Tha t any person now be ing or hav ing been or who m a y hereafter be a member shareholder or propr ie tor of shares in any jo in t stock company now established and car ry ing on business or which m a y hereafter be establ ished and car ry on business in t he said Colony m a y at any t ime hereafter in respect of any claim or demand which such person m a y have e i ther solely or jo int ly wi th any other person against such company or t he funds or p roper ty thereof commence or prosecute ei ther solely or jo in t ly w i th any other person (as t h e case m a y requi re) any act ion suit or o ther proceeding at Law or in E q u i t y or in Insolvency against t h e officer appointed or to be appoin ted unde r t h e provisions of the Ac t which enables such company to sue and be sued in t h e n a m e of an officer of t he said company and t h a t such officer m a y in his own n a m e commence and prosecute any suit or o ther act ion proceeding a t L a w or in E q u i t y or in Insolvency in t he Supreme Cour t of N e w South Wales in any of its jur isdict ions or in any other Cour t of t he said Colony against any person be ing or hav ing been a member of such company e i ther alone or jo in t ly wi th any other person against w h o m such company has or m a y have any demand whatsoever and t h a t every person be ing or hav ing been a member shareholder or propr ie tor of shares in such company shall ei ther solely or jo in t ly wi th any o ther person (as t h e case m a y require) be capable of proceeding agains t such company in the n a m e of t he appointed officer thereof and be liable to be proceeded against by or for t he benefit of the, said company by such officer as aforesaid by such proceedings and with t he same legal consequences as if such person had not been a member shareholder or propr ie tor of the

t h e said company and t h a t no action or suit shall in anywise he affected or defeated by reason of t h e plaintiffs or defendants or any of t h e m respect ively or any o ther person in w h o m any in teres t may be averred or who m a y be in anywise in teres ted or concerned in any such act ion being or hav ing been a member shareholder or propr ie tor of such company and tha t all such act ions suits and proceedings shall be conducted a n d have effect as if t h e same had been between s t rangers .

2. A n d be it enacted Tha t no claim or demand which any member shareholder or propr ie tor of shares in such company may have in respect of his share of t he capi tal or jo in t stock thereof or of any dividends in teres t profits or bonus payable or appor t ionable in respect of such share shal l be capable of be ing set off c i ther at Law or in E q u i t y or in Insolvency against any demand which such company may have agains t such m e m b e r shareholder or propr ie tor on account of any o ther m a t t e r or t h i n g whatsoever b u t all proceedings in respect of such o ther m a t t e r or t h i n g may be carr ied on as if no claim or demand existed in respect of such capital or j o in t stock or of any dividends in teres ts profits or bonus payable or appor t ionable in respect thereof.

3 . A n d be i t enacted Tha t if any person or persons be ing a member or members of any such company or of any corporat ion shall steal or embezzle any money goods effects bil ls notes securities or o ther p rope r ty of or be longing to such company or corporat ion or shal l commit any la rceny embezzlement fraud forgery cr ime or offence agains t or wi th in t en t to injure or defraud such company or corpora­ t ion such member or member s shal l be l iable to ind ic tment informat ion prosecut ion or o ther necessary proceedings for any s teal ing embezzle­ m e n t fraud forgery cr ime or offence a n d in all such ind ic tmen t s informat ions prosecut ions or o ther proceedings it shall be lawful to s ta te t he money and goods effects bil ls notes securit ies or o ther p roper ly of such company or corporat ion to be t h e money goods effects bil ls notes securit ies or o ther p roper ty of t h e officer of such company appointed to sue and be sued on i ts behalf or in t he n a m e of such corporat ion as t he case m a y be and any such person or persons m a y the reupon be lawfully convicted as if such person or persons had not been or was or were no t a m e m b e r or m e m b e r s shareholder or share­ holders propr ie tor or propr ie tors of any such company or corporat ion

any law usage or cus tom to the cont ra ry no twi ths t and ing .

4.. A n d be it enacted T h a t in case t h e mer i t s of any demand by or aga ins t any such company shal l have been determined in any act ion or suit by or aga ins t t he officer of t h e said company appointed as

aforesaid t h e proceedings in such act ion or sui t may be pleaded in

ba r of any o ther act ion or suit by or agains t t he said officer for t h e
same demand.

5. A n d be i t enacted Tha t all t he provisions of any Ac t enabl ing any such company as aforesaid to sue and be sued in the n a m e of an officer thereof re la t ive to act ions sui ts and proceedings commenced or prosecuted unde r t h e au tho r i t y thereof shal l be applicable to act ions sui ts and proceedings to be commenced or prosecuted u n d e r t h e

au thor i ty of t h i s Act .

6. Prov ided always and be i t enacted Tha t in all act ions suits pet i t ions or o ther proceedings in t he Supreme Cour t of N e w South W a l e s in any of i ts jur i sd ic t ions or in any o ther Cour t of t h e said Colony in which such officer shall be on behalf of any such company and under and by v i r tue of t he said Acts and of th i s A c t or e i ther of t h e m plaintiff or compla inan t pet i t ioner or defendant it shall and may be lawful for any Pres ident C h a i r m a n M a n a g e r M a n a g i n g Director Inspec tor Local Director Director Aud i to r Treasurer Secretary Clerk or any o ther officer engaged in t he execut ive duties of such company

or

or for any m e m b e r shareholder or propr ie tor of such company to give evidence in such act ion suit pe t i t ion or o ther proceeding no twi th ­ s t and ing t h e n a m e of any such officer shall be used as plaintiff compla inan t pe t i t ioner or defendant and no twi ths t and ing t h a t any such

Pres iden t C h a i r m a n M a n a g e r M a n a g i n g Director Inspec tor Local

Di rec to r Director Aud i to r Treasurer Secretary Clerk or other officer member propr ie tor or shareholder as aforesaid shal l or m a y be in teres ted in t he resu l t of such act ion sui t pe t i t ion or o ther proceeding as a shareholder or copar tner of any such company.

7. A n d be i t enacted Tha t every memor ia l of t h e n a m e of t he

Pres iden t C h a i r m a n Manage r M a n a g i n g Director Inspec to r Local Di rec to r Treasure r Secretary Clerk or o ther officer requ i red by any of t h e Acts hereinbefore ment ioned or referred to to be recorded or regis tered in t h e Supreme Cour t of N e w South Wales shal l from and after t h e pass ing of th i s Ac t be recorded or regis tered in t h e office of t h e Reg i s t r a r Genera l of t he Colony of N e w South W a l e s and t h a t such memor ia l so registered in pu r suance of t h e provisions of any of t h e said Acts or of this Ac t upon proof m a d e t h a t such memor ia l has been signed wi th t h e h a n d w r i t i n g of t he person or persons whose s ignatures appear there to shal l in all proceedings civil or c r iminal and in all cases wha tever be received in evidence as proof of t h e a p p o i n t m e n t and au thor i ty of such P res iden t Cha i rman Manage r

M a n a g i n g Direc tor In spec to r Local Direc tor Treasurer Secretary Clerk

or o ther officer in such memoria l n a m e d and t h a t in any act ion to be

b rough t by any such Pres iden t Cha i rman M a n a g e r M a n a g i n g Direc tor Inspec to r Local Di rec tor Treasurer Secretary Clerk or other officer by v i r t ue of t h e Acts hereinbefore men t ioned or referred to t he plaintiff t he re in shall no t be nonsui ted nor shall a verdict be given aga ins t t h e plaintiff for wan t of proof of t he record or regis t ra t ion of such memoria l or memor ia l s as hereinbefore is ment ioned b u t in case t h e defendant in any such action shall m a k e it appear on such t r ia l t h a t no such memor ia l or memoria ls h a t h or have been recorded t h e n a nonsu i t shall be entered in such act ion.