Subject_1 SOLIDUM ET PRO RATA. Subject_2 SECT. IX.
Socii liable in solidum or pro rata. - Partner of a Company paying the Debts. - Whether Partners are bound to contribute beyond their Stock.
Douglas Heron and Company, v. Hair
Date: 24 July 1778 Case No. No. 44.
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At a meeting of the partners of Douglas Heron and Company, in August, 1773, it was resolved to give over the business of banking from that date, and a committee was appointed with ample powers for winding up their affairs. At a meeting of this committee, in August, 1776, it was shown that the Company's losses amounted to £.70,000 beyond their subscribed capital; and it was then resolved, that every partner should be required to pay up his whole capital, and to advance a further sum of £.200 on each share of £.500; those who did not comply to be prosecuted. Action being brought against a partner for this effect, it was urged, that the meeting had no power to compel a contribution of this kind; that the Company was at an end, by the resolution of August, 1773; that even supposing it still existing, it is declared by a special clause in their contract, “That nothing therein contained shall import a power in any general meeting to compel any partner to pay any thing more to the Company stock than the precise sum by him subscribed.” Answered, The Company was not dissolved by the resolution 1773, which extended only to their giving up their banking business on account of their insolvency; they appointed a committee, with the powers of a general meeting, to take all expedient measures for winding up the Company's affairs, and the powers of the Company remain still with this committee; that the present case does not fall under the above-recited clause of their contract; for there is no call made for an addition to the Company's stock, which is at an end, but for money to answer debts beyond what the stock can pay. The Court repelled the defences, and decerned for what remained unpaid of the capital, together with the additional sum required of £.200 towards payment of the Company's debts.
