The proceedings in the suit brought by the respondents wenforce the above liability are sufficiently detailed in the judgment [140] of their Lordships; and may also be read in N. S. L. R. 19 Eq. 177. The decree made therein on October 27, 1898, which was not appealed from, declared the basis of the liability to be enforced; namely, that those members who had assented to and ratified the taking of the lease were liable to indemnify the trustees. It then referred it to the master to report as to the amount necessary to be raised to meet it, and what persons were liable to contribute thereto. The appellant was thereupon served with a notice that, unless he objected by affidavit, his name would be settled on the list of contributories.

The master found that the appellant joined the club in July, 1886, and remained a member to the last, and after reviewing the evidence he came to the conclusion that his acts, taken in connection with the fact that he continued to remain a member, amounted to a ratification of the action of the trustees in taking the lease.

The Chief Judge affirmed the finding. He found that the appellant knew of the liabilities of the club, including the liability of the trustees under the lease, and encouraged members to carry on the club, in the hope that it would tide over its temporary difficulties, and that by the club carrying on till February, 1891, the trustees were encouraged to retain an onerous asset which otherwise they might have got rid of; and he was of opinion that that fact, coupled with the fact of the appellant remaining a member of the club and taking no steps to show that he in any way disapproved of the new premises being taken for the club, was sufficient to render the appellant liable to indemnify the trustees.

The full court affirmed this order. The Chief Justice and Cohen, J., found that the appellant must be taken to have known the premises he enjoyed as a club to be leasehold, and was put upon inquiry, and could have ascertained the terms of the lease and the extent of the liability of the trustees, and must be taken to know that so long as he remained a member he was bound in common with all other members to indemnify the trustees; that after the decree of October 27, 1898, the question as to whether membership alone was sufficient to impose liability on persons who were members at the date of [141] the meeting of

January 13, 1888, was still open for consideration; that by the rules of the club the property of the club was made the property of the members, so that the lease, which might be a valuable asset, belonged to them, and they knew it was by the rules vested in the trustees upon trust for them; and that every circumstance in the case was such as to put the appellant upon inquiry as to the extent of their interest in the property of the club, and what the property was which the trustees held on their behalf; and they decided that the fact of membership on July 12, 1888, taken alone, and still more in connection with his subsequent conduct, was sufficient to impose liability upon all persons who were members of the club at the date of the winding up, and who had not been exonerated by the said decree.

Owen, J., who differed, did so on the ground that the appellant could not be held to have ratified the lease, and was not present at the meeting when the transaction of lease was decided on.

Scott Fox, K.C., and Shearman, for the appellant, contended that the certificate declaring him liable to indemnify the respondents should have been set aside. The appellant had always been willing to share with all the other members of the club the liabilities under the lease. But he objected to take upon himself an individual liability not shared by most of the members. The form of the suit and the declarations in the decree rendered only four or five persons liable to make good a sum which, with costs, amounted to over 5,000l. He contended that the evidence given of his acts did not amount, in law or in equity, to a ratification by him of the action of the trustees in taking the lease of the premises. Whatever he had done, he did in the belief that the statements contained in the circulars of June 9 and June 21, 1890, were true, whereas they contained misstatements of fact. Upon the general law as to the liability of members of clubs, and also of cestuis que trust for the acts of their trustees, see Perpetual Trustee Co. v. A'Beckett (1899) 19 New South Wales L. R. 176, 186 and cases there cited; Ex parte Chippendale (1854) 4 De G. M. & G. 19, 18 Jur. 710; In re St. [142] James' Club (1852) 2 De G. M. & G. 383, 16 Jur. 1075; Minnitt v. Lord Talbot (1876) Ir. L. R. 1 Eq. 143; S. C. Ir. L. R. 7 Eq. 407;

Phosphate of Lime Co. v. Green (1871) L. R. 7 C. P. 43, 25 L. T. N. S. 636.

Haldane, K.C., and C. James, for the respondents, contended that the judgments of the courts below were right. The taking of a lease for club purposes was a necessary or reasonable act within the scope of the trust reposed in trustees of a club. Further than that, the meeting of January 13, 1888, by which the proceedings of the meeting of December 9, 1887, were confirmed, authorized the taking of the lease, and made it within the scope of the trust. The true inference to be drawn from the evidence is that the appellant assented to and ratified the action of the trustees in taking the lease, so far as any ratification was necessary. [Lord Macnaghten. Can members of a club be held liable to indemnify trustees in any action they may enter into, when there is no rule of the club to that effect? It is a liability not contemplated by them.] Reference was made to the circular of June 21, 1890. In the circumstances of this case the taking of the lease by the trustees, even without any specific authority from a general meeting, was within the scope of their trust. And the adoption or confirmation of the minutes of an invalid meeting ratified them. In re Portuguese Consolidated Copper Mines, Limited (1890) 45 Ch. D. 16, 63 L. T. N. S. 423, 39 Week. Rep. 25, 2 Meg. 249. Reference was made to the rules of the club to show that they contemplated the liability sought to be enforced. The appellant's counsel were not heard in reply.

The judgment of their Lordships was delivered by

Lord Lindley: This appeal raises the extremely important question whether the members of an ordinary club are personally liable to indemnify the trustees of the club against liabilities incurred by them as such trustees, and where there is no rule imposing such liability.

The undisputed facts are shortly as follows:

In the year 1886 certain persons, including a Mr. Paling, now deceased, formed a club in Sydney, New South Wales, [143] which was known as the Cercle Français. The appellant became a member of the club in July, 1886, and remained a member of the club until its dissolution. In January, 1887, the club adopted certain rules, the 12th and 17th of which were as follows:

"(12) The administration of the affairs of the club is intrusted to a committee elected at the first general meeting in each year. The duties of the members of the committee are purely honorary."

"(17) The committee disposes of the funds of the society, and has full power to take all measures for the internal management which it may deem necessary."

Between July and December, 1887, it was considered by some members of the club that the premises then occupied by the club at No. 50 Wynyard square were too small, and steps were taken to provide increased accommodation. A general meeting was called to consider the subject, and a meeting was held on December 9, 1887. Too few members attended to bind the club; but the subject of obtaining a lease of new premises of the club was discussed, and the members present resolved that the matter be left in the hands of M. Lachaume, the president of the club, to make the best arrangements in the interests of the club, and the said Lachaume and the said W. H. Paling and Messrs. Doublet and Van de Velde were appointed trustees of the club.

A general meeting of the club was held on January 13, 1888, at which the minutes of the meeting of December 9, 1887, were read and confirmed.

On July 12, 1888, the above-mentioned Messrs. Paling, Lachaume, Doublet, and Van de Velde became lessees of certain premises known as 50 Wynyard square and 9 Wynyard lane for a term of ten years from July 9, 1888, at a rental of 5551. per annum, and subject also to certain onerous covenants set out in the said lease. After the execution of this lease the above-mentioned premises were used for the purposes of the club, and the club remained in possession thereof until it was dissolved.

In July, 1888, after the execution of the lease, the old rules [144] of the club were repealed and new rules were adopted. The 3d, 4th, 14th, and 15th were as follows:

"(3) The property of the club, subject to the liabilities thereof, shall belong to the members for the time being.

"(4) No member shall, by reason of his membership, have any transmissible or assignable interest, by operation of law or otherwise, in any of the property of the club. On any member ceasing, by death, resignation, or otherwise, to be such, all his in

terest shall survive, accrue, and belong to the other members for the time being."

"(14) The affairs of the club shall be under the management of the following office bearers; namely, a president, vice president, four trustees, a committee, and a treasurer.

"(15) All purchases, investments, leases, conveyances, securities, or contracts by, to, or on behalf of the club, shall be made, taken, or entered into in the names of the trustees. All the real and personal property of the club shall be vested in, and shall be held by them upon trust for, the members for the time being, and shall (except as to the real property) be subject to the disposition of the committee, whose order, certified in writing under the hand of the chairman of the day and attested by the secretary, shall be obligatory upon and a justification to the trustees as to making, taking, or entering into any such purchase, investment, lease, conveyance, security, or contract, or any disposal of any personal property vested in them as such trustees. And the orders of the committee, certified in like manner as to any purchases necessary for carrying on the internal management of the club, shall also be obligatory upon and a justification to the trustees for making the same. The real property of the club shall not be dealt with, except by the resolution of a general or special general meeting of the members of the club.”

The rules prescribed the entrance fees and subscriptions, but there was no rule imposing any liability on any of the members to pay more.

The club continued to exist until February, 1891, when it was dissolved. It had eighty members when the lease was obtained, and ninety more joined afterwards.

[145] In April, 1891, the above-mentioned lessees sublet the premises comprised in the lease of July 12, 1888, to the Cosmopolitan Club Company for the unexpired portion of the ten years' term less one day, the underlessees covenanting to pay the same rent and perform the lessees' covenants. The Cosmopolitan Club Company remained in possession until January, 1894, and paid the rent up to that date, when they went into liquidation. The lessees then re-entered into possession of the premises, and from time to time relet them, giving the club the benefit of all rentals received. Finally all the trustees except the said William Henry