TOM BOEVEY BARRETT v. AFRICAN PRODUCTS, LIMITED SAME v. SAME

[Delivered by LORD Buckmaster.]

Five judgments are challenged by these consolidated appeals.

1. A judgment of the Divisional Court of the Eastern Province of the Gold Coast Colony, dated the rst April, I922, ordering the appellant to pay fro,062 ros. to a company known as the African Products, Limited, who are respondents to the main appeal.

2. A judgment of the Full Court dated the 3rd November, 1923, dismissing the appellant's appeal from (1) ;

3. A judgment of the Divisional Court of the 27th January, I925, refusing to set aside the dissolution of the said Company which had been ordered on the and June, I922.

4. A judgment of the 30th January, I925, refusing leave to appeal against the order of the 27th January, 1925;

5. A decision of the Full Court refusing leave to appeal from (4).

As leave to appeal has been given against all these judgments, it follows that the judgments of the 1st April, 1922, and the 27th January, 1925, are the only ones material, for the others are consequential upon these. The foundation of the whole dispute lies in the facts underlying the judgment of 1st April, 1922, and they need careful examination.

In July, 1918, the appellant, who was at that time in the Gold Coast, promoted and caused to be incorporated the company known as African Products, Limited, with a capital of £100,000

divided into £100, 000 shares; the date of incorporation was the 17th July, 1918, and its business was that of general merchants. The laws applicable to this company are certain ordinances of the Gold Coast Colony, which in the material respects reproduce the English Companies Act of 1862. It appears that limited companies were not commonly known in the Colony--this one was only the 23rd that had been registered-and it may well be that subsequent events were affected by this ignorance. The seven signatories of the memorandum were the appellant and six of his nominees, who each signed for one share.

The company began business in August, 1918, and immediately entered into successful contracts for the purchase and resale of cocoa, which produced a profit after paying all expenses for the period ending 31st December, 1918, when the accounts were made up, of a sum alleged to be £20,998. None of the share capital had by this date been paid up and no shares had been issued or allotted, but the accounts represented a sum of £1,007 as having been received under the following head "Shares a/c £1,007" and there is a corresponding entry on the