Company, 11 Exch. 863.+ Speaking of the 3d section of the Prescription Act, that learned Judge said: "That section seems to me to simplify and almost new-found the mode of acquiring the right to access of light. It founds it on actual enjoyment for the full period of twenty years without interruption, unless that enjoyment is shown to have been by consent or agreement expressly made by deed or writing, thus putting the right on a simple foundation, and with the simplest exception." And Cresswell, J., said: "In the course of legislation then and since, parliament has been actuated by a desire to settle titles and rights. One object of the Prescription Act was, to shorten the time by which persons who had the access and use of light could acquire an absolute right to it. The 3d section does not say, when the access and use of light shall have been enjoyed as of right; because every person has a right to so much light as can come in at his windows. It is true that his neighbour has a right thus far, that, within twenty years, he may build upon his own land and obstruct the access of light: he does *no wrong, for, within the [*455 period of limitation, the other party has no right to have his windows unobstructed. The Prescription Act brought this to a simple question. It says, that, after twenty years' enjoyment without interruption, the right shall be deemed absolute and indefeasible. But it is not so, if another person has a right to obstruct the light: it is interruptable." Although that is not precisely the case now before the Court, yet it recognises the intention of the legislature to adopt a simple and short period for the acquisition of the right to light, and that the enjoyment need not be as of right. It may be, that, if a man opens a light towards his neighbour's land, the reversioner may have no means of preventing a right thereto from being acquired by a twenty years' enjoyment, unless he can prevail upon his tenant to raise an obstruction, or is able to procure from the other party an acknowledgment that the light is enjoyed only by consent. For the reasons above stated, however, we think the direction of the Lord • Chief Justice was right, although difficulties may be suggested if it be followed out in some possible cases.

Judgment affirmed.

*The WOLVERHAMPTON NEW WATERWORKS COM

PANY v. HAWKSFORD. Nov. 29.

[*456

The time within which by the 9th section of the Companies Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 16), a register of shareholders is to be made and sealed, is merely directory; and a register containing the several particulars required by the Act, and bona fide intended to be a register, may be valid, though sealed at a subsequent period.

Therefore a party may be liable as a shareholder for calls, under s. 27, although the register may not have been made and sealed within the time prescribed by s. 9.

THIS was an action brought by the Wolverhampton New Waterworks Company to recover from the defendant the sum of 3757., the amount of six several calls of 12s. 6d. each upon 100 shares of which

the defendant was alleged to be the holder, and which calls were respectively made on the 2d of September, 1856, the 1st of February, 1857, the 1st of May, 1857, the 1st of September, 1857, the 5th of January, 1858, and the 11th of May, 1858,-with interest on each call at the rate of 51. per cent. per annum from the date of each call until judgment.

The first count of the declaration stated that the defendant was the holder of 100 shares in the Wolverhampton New Waterworks Company, and was indebted to the said Company in 3757., in respect of six calls of 12s. 6d. each upon each of the said shares, whereby an action had accrued to the said Company, by virtue of the Companies Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 16), and the Wolverhampton New Waterworks Act, 1855 (18 & 19 Vict. c. cli.), to demand and have of and from the defendant the sum of 3757.: yet the defendant had not yet paid the said sum of 375l., or any part thereof.(a) Pleas, never indebted, and that the defendant was not the holder of the said shares, or any of them, as alleged. Issue thereon.

The cause was tried before Erle, C. J., at the sittings at Westminster after last Trinity Term, when the *following evidence was

*457] given, that the plaintiffs were a joint stock Company incorporated by an Act of parliament passed on the 16th of July, 1855 (18 & 19 Vict. c. cli.), in which was incorporated the Companies Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 16); that, by the 14th section of the first-mentioned Act it was enacted that the first general meeting of the Company should be held within two months after the passing of that Act, and a general meeting of the Company shoul be held in the month of January in every year, or at such other times as should be from time to time appointed by any general meeting; that no other time than the month of January was ever so appointed; that the shares in the plaintiffs' Company were divided into twenty thousand of 51. each; that one hundred shares were appropriated by the Company for the defendant; that, before the Act was obtained, the defendant executed the subscription contract of the Company for 6007; that the defendant, when he executed the subscription contract, gave to the promoters of the Company a check for 6007, but that, after the Act was obtained, this check was returned to him; that the defendant had voted as a proprietor at a meeting of the Company: and that he was the person mentioned in the 7th and 19th sections of the Act.

There was conflicting evidence as to whether the defendant had assented to become a shareholder in the said Company; but the jury found that he had previously to the 1st of January, 1857, assented to become the holder of one hundred shares; and on that point there was no attempt to disturb the verdict.

It was proved that the first general ordinary meeting of the Company was held on the 1st of January, 1857; at which meeting a loose half-sheet of paper was sealed with the seal of the Company, and which was in the following form:—

(a) There was a second count, to which there was a demurrer, upon which judgment was given for the defendant below: 6 C. B. N. S. 336 (E. C. L. R. vol. 95).

*At this time the shares of the Company had not been numbered, nor had any specific shares been appropriated to the defendant.

[*459

On the 15th of July, 1857, there was held a general half-yearly meeting of the shareholders of the Company, at which a book was produced by the secretary as and for a register of the shareholders therein; and the following is a copy of the only entry in such book which relates to the defendant:

The seal of the Company was at this meeting affixed to this book as the register of shareholders of the Company.

On the 27th of January, 1858, there was held a general meeting of the shareholders of the Company, at which a book was sealed as the register of shareholders, which, as far as respects the defendant, was in the following form:

The following calls of 12s. 6d. per share each were made by the directors of the Company upon the defendant,-six calls of 12s. 6d. per share on one hundred shares in the said Company, due respectively the *2d of September, 1856, 1st of February, 1857, 1st of May, *460] 1857, 1st of September, 1857, 5th of January, 1858, and 11th of May, 1858.

The plaintiffs abandoned the first call at the trial: and it was proved that due notice of all the calls was given to the defendant, and that the time fixed for payment of the several calls had elapsed before the suit.

On the part of the defendant it was submitted that he was upon this evidence entitled to a verdict, on the ground that there was no sealed register within the time required by the Company's Act: that the paper sealed as a register on the 1st of January, 1857, was not sealed within the time mentioned in the 14th section of the Company's Act, or the 9th section of the Companies Clauses Consolidation Act, 1845: that the paper sealed as a register on the 15th of July, 1857, was invalid, as not being sealed at any meeting at which it properly could be sealed: and that there was no consent by the defendant to take shares in the Company after either of those papers was sealed.

The defendant's counsel further submitted, that, at all events, the defendant was only liable to the call made on the 14th of April, 1858, as the alleged registers of the 1st of January, 1857, and the 15th of July, 1857, were not either of them sealed registers within the Companies Clauses Consolidation Act, 1845, and the Company's Act, the provisions of these Acts not having been complied with either in respect of the time of sealing or the contents of the papers so sealed; or, if the last-mentioned register of the 15th of July, 1857, were not invalid, then that the defendant was only liable to the calls made subsequently to the 15th of July, 1857, as the first register, of the 1st of January, 1857, was invalid on the grounds above stated.

The Lord Chief Justice reserved these points for the *opi*461] nion of the Court, and the jury found a verdict for the plaintiffs for 3407. 11s. 6d., being the amount of all the calls, with interest, except the first.

In the following Michaelmas Term a rule nisi was obtained on behalf of the defendant, calling upon the plaintiffs to show cause why that verdict should not be set aside and a verdict entered for the defendant, on the ground that the paper first sealed as a register was

not sealed within the time limited by the 8 & 9 Vict. c. 16 and the 18 and 19 Vict. c. cli. (the Company's Act), and on the ground that the paper secondly sealed as a register was not sealed at a meeting at which it could be properly sealed under those Acts, and that there was no consent by the defendant to take shares after either of those papers was sealed; or why the damages should not be reduced to the amount of the calls, with interest, made after the date of the 27th of January, 1858, or to the amount of the calls, with interest, made after the date of the 15th of July, 1857, on the ground that the paper sealed on the 1st of January, 1857, and the paper sealed on the 15th of July, 1857, were not either of them sealed registers within the 8 & 9 Vict. c. 16, and the 18 & 19 Vict. c. cli. (the Company's Act), the provisions of these Acts not having been complied with either in respect of the time of sealing or the contents of the papers so sealed.

The rule was argued in the course of the same term, when the Court, after time taken to consider, ordered that the damages be reduced by the amount of the calls made prior to the 15th of July, 1857.

Against this decision the defendant appealed; and the case now came on for argument in the Exchequer Chamber, before Wightman, J., Crompton, J., Bramwell, B., Channell, B., Blackburn, J., and Wilde, B.

Shee, Serjt. (with whom was Milward), for the *defendant. The statements in the case which affect the defendant are sub- [*462 stantially these, that 100 shares were appropriated for him, that he executed the subscription contract for 6007., that he voted as a proprietor at a meeting of the Company, and that he was the person mentioned in ss. 7 and 19 of the special Act. The dates are important. The special Act received the Royal assent on the 16th of July, 1855. There was no meeting of the Company until the 1st of January, 1857, more than a year and a half after the Act passed into a law. At that meeting the sheet of paper set out in the case was sealed. The second document called a register was sealed at a general meeting on the 15th of July, 1857, and the third at a meeting on the 27th of January, 1858. By the 21st section of the 8 & 9 Vict. c. 16, it is enacted that "the several persons who have subscribed any money towards the undertaking, or their legal representatives, respectively, shall pay the sums respectively so subscribed, or such portions thereof as shall from time to time be called for by the Company, at such times and places as shall be appointed by the Company." The 22d section empowers the Company from time to time to make calls upon the respective shareholders "in respect of the amount of capital respectively subscribed or owing by them." The 26th section gives the form of declaration in an action for calls; the 27th provides, that, "on the trial or hearing of such action or suit, it shall be sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the undertaking, and that such call was in fact made and such notice thereof given as is directed by this or the special act:" and the 28th section enacts that "the production of the register of shareholders shall be primâ facie evidence of such defendant being a shareholder, and of the number and amount of his shares."