162 



THE FARMER'S MAGAZINE. 



the other (Hear, hear). I perfectly well remember your 

 saying, IMr. Dorman, that the agreement would be legally 

 binding — 



Mr. Uoeman: Not as against the Club, but as against 

 the Company. 



Sir Joux Shelley : Well, I object to an agreement that 

 is said to bind one side and not the other. As a man of 

 business, I cannot conceive anyone in the inoney market 

 being willing to take shares, unless it can be shown that the 

 agreement is binding on the Club ; and you would certainly 

 be just as likely to get your shares taken if the matter is 

 postponed till December as you are now, when it is declared, 

 on behalf of the Company, that the agreement is not binding 

 in any way. With all due submission to the legal knowledge 

 of other gentlemen, T must say that I never before heard 

 that an agreement could be so worded that it would be prac- 

 tically a case of — "Hciids, Twin; tails, you lose" (Hear, 

 hear). I must not say any more, having another place — 1 

 will not say a better one — to attend very shortly. In con- 

 clusion, I would earnestly entreat the meeting calmly to con- 

 sider what is likely to be best in this case for the real in- 

 terest of the Club. For my own part, I certainly entertain 

 very great doubts as to tlie desirableness of removing the 

 show to such a distant part of London. I think that if we 

 are to go out of London — (I call Islington out of London) — 

 looking at various cu'cumstances connected with this ques- 

 tion, if we are to remove from the centre of the metropolis, 

 it might be worth our while to consider whether we could 

 not make an arrangement with the Crystal Palace Company 

 which would suit our purpose. I am not prejudiced in any 

 shape or way. but I have the greatest dislike to the removal 

 of the show from the centre of Loudon ; and, above all, to 

 our entering into a tacit understanding that would bind us for 

 tv/enty-one years to a building which is not yet erected 

 (cheers). I beg, then, to move that the whole subject be 

 postponed till the meeting in December nest (cheers). 



The CHAimiAN : Did I understand you to state, Mr. Dor- 

 man, in reply to Sir J. Shelley, that you considered that the 

 agreement, supposing it to ba signed by two members of the 

 Club, would be binding on the Agricultural Hall Company, 

 and not binding on the Club ? 



Mr. DoiniAN : The agreement was, my lord, prepared by 

 the solicitor of the Club, and not by myself; but there can, 

 I apprehend, be no doubt of the fact that it is binding on 

 the Company. 



The Chairrl\n: And not on the Club? 



Mr. DoKM.vN : The agreement is here, my lord ; and can 

 be read. 



Sir .J. Shelley : ^Ye should not be a bit the wiser if we 

 heard it read. 



The Chairman : The agreement appears to me to be an 

 agreement without a consideration. 



Mr. DoEMAx : The Agricultural Hall Company agrees to 

 pay the Club ;£l,000 a year so long as the show is held in 

 tlie building. There is a distinct consideration in the show 

 being held there. I do not think there can be any difBculty 

 in the case. I had a clause inserted, to prevent any personal 

 responsibility. The agreement, with reference to the lease 

 of the Smithfield Club Cattle Show, is made between the 

 Company of the one part, and two members of the Legal 

 Arrangements Committee appointed by the Club of the other 

 part. It recites the constitution of the Company and the 

 Club, and the various meetings and proceedings of the Club 

 and its committees, with a view to obtaining a proper place 

 of exhibition for the Cattle Show, and their decision in favour 

 of the proposal of the Company. It then recites that " it is 

 distinctly understood that the parties signing are not, by en- 

 tering into and executing the agreement, to incur any lia- 

 bility, either at law or in equity, to the Company in respect 

 cf the provisions thereinafter contained; but it is also un- 

 derstood that the Club will be bound in honour by the exe- 

 cution of the agreement by the members of the Club who are 

 parlies thereto." The agreement goes on to embody the 

 various stipulations with regard to the accommodation to be 

 given by the Company, and the management of the annual 

 exhibitions of the Club. And it concludes by stating that, 

 " in consideration of the aforesaid agreements on the part of 

 the Company, tlie parties signing did thereby — to the intent 

 to bitjd themselves in honour as members of the Club, and 

 also to bind in honour the other members for the time being 

 of the Club, but not further or otherwise, or so as iti any wdy 



to render tliemselves liable either at law or equity for any 

 breach or default, on the part of the Club, of the arrange- 

 ment — agree and declare with and to the Company that in 

 case the Company should perform all the covenants on their 

 part, then the annual exhibition of the CluD shall be held in 

 the building to be erected by the Company at Dixon's Layers, 

 Islington, in the month of December, 18G2, and in the 

 month of December in each of the next twenty ygars." 

 Those, my Lord, are the simple terms of the agreement, and 

 I apprehend that if the Company did not carry out that 

 agi-eement they wonl d be liable upon their covenant to pay 

 £'1,000 c-year. There is an express agreement on their 

 part to provide a place for holding the show, and I 

 apprehend that in the event of the place not being ready 

 an action would lie for £'1,000 ? 



The Chairman : That you state to be your opinion as a 

 professional man ? 



Mr. DoEHAN : Yes. 



Mr. Ade : I am disposed to agi-ee to that, as regards the 

 liability of the Company ; but it would be incumbent on the 

 Club to take the animals and the implements to that 

 particular spot, and if the Company were to refuse, or were 

 not able to carry out their undertaking, the damage would 

 immediately arise. But it would only be from year to year 

 that it would arise. For the present there would be no 

 consideration, and you could not file a bill in Chancery to 

 compel the Company to erect the bnildiiig. In 186'2 you 

 might take your show to Islington, and if they could not 

 then afford you the accommodation promised in the agree- 

 ment, what would bo your remedy ? You would then have 

 established a consideration: for what? For a building to 

 put your show in, and an action at law would lie against 

 the Company. But, then, you would be subject to that 

 from year to year, and the Club would be dealing with a 

 limited liability company. Mr. Jonas Webb and the re- 

 spectable gentlemen who are associated with him might 

 not be able to carry out the agreement. That is the ditfi- 

 culty. I do not see how any difficulty could arise so long 

 as you were able to take your show there. 



Mr. DoRMAN observed, that as regarded the necessity of 

 taking the animals to the place, the difficulty might be got 

 over by the insertion of the words " without any necessity 

 for the animals being tendered." 



Lord Tredegar thought that one of the principal rea- 

 sons for postponing the question wad the difference of 

 opinion between the two professional men. He seconded 

 the amendment of Sir John Shelley. 



Mr. Dorman said he was not aware that there was any 

 difference of opinion. 



Mr. Daeby said he admitted that the Club was under 

 great obligations to gentlemen who had formed a company 

 with the view of carrying out what they believed to be the 

 wishes of the members; but he hoped that that would not 

 prevent the meeting from carefully considering the whole 

 subject and endeavouring to adopt the wisest course, having 

 regard to all these circumstances. Now, how did the matter 

 stand that day ? There was a limited liability company, the 

 members of which were, of course, not liable beyond Iei 

 certain amount, and who, if they had shares to-day, might 

 be gone to-morrow. If the whole company consisted of 

 such men as Mr. Jonas Webb, he, for one, should in that 

 respect be satisfied. But what was the amount subscribed 

 for among the promoters? Was it anything like an ap- 

 proach towards i'30,000 ? Why, it was under £'2,000, 

 leaving £28,000 still to be signed for. Among whom was 

 the great bulk of this money to be raised? He confessed, 

 that as a member of the Club, be felt uiider gi-eat 

 obligations to Mr. Jonas Webb and other gentlemen 

 who had endeavoured to the best of their ability to 

 promote the interests of that Club, clearly without 

 having in view any personal interest of their ovra (cheers.) 

 As reg&rded the agreement, there muSt be two patties to it. 

 He hoped that agriculturists would always attach due weight 

 to honour ; but in this case there must be two patties to what 

 was proposed — on the one tide the Company, and on the othet 

 twd {jfersdhs, who were to have a sort of power of attorney to 

 siga for the Club. He had lately been iato Sussex, aud had 

 met with a great many members of the Club there, as well as 

 in London, and whether it were on account of the period of 

 the lease, or the Coknpany'a limited liabiUty, or some other 

 cause, all eatertaioed some objection to this scheme. He ad- 



