Lord Buckmaster:-

The appellant in this case is the plaintiff in a suit brought against the respondents, under circumstances to which full reference is necessary; his rights depend entirely upon the fact that he is, and has throughout the whole history of these proceedings been, a shareholder in the Toronto Construction Company, Limited, one of the defendants in the suit. Between himself and the defendants G. S. Deeks, G. M. Deeks and T. R. Hinds there have been at sundry times various business arrangements and relationships outside their association in the Toronto Construction Company, Ltd.; but, except for the purpose of explaining what may have caused the conduct to which these proceedings are due, it is unnecessary to refer at length to these relationships.

The respondent, the Toronto Construction Company was formed some time in 1905; the date of its incorporation is nowhere exactly stated, nor is it material. It appears that at the date of its incorporation all the parties were in business in various parts of the Dominion of Canada and the United States of America as contractors. The two defendants — G. S. Deeks and G. M. Deeks — were in partnership, and had just completed for the Canadian Pacific Railway Company a subway under the track of the Canadian Pacific Railway at Winnipeg. In 1905 the Canadian Pacific Railway were asking for tenders for the construction of a line from Bolton to Parry Sound known as the Toronto Sudbury line, and the tenders of G. S. Deeks, made, as it would appear, on behalf of the firm of Deeks and Deeks, were accepted by the company. Before tendering arrangements had been made by Messrs. Deeks with a firm of Winters, Parsons and Boomer that they should take an interest in the contract to the extent of one-half if G. S. Deeks were successful in obtaining it. Mr. Winters, however, had assumed certain obligations which rendered him unwilling to accept his full share of responsibility, and the plaintiff and the defendant Hinds were accordingly introduced by him to Mr. Deeks in order to supplement his obligation, with the result that all the parties agreed to share in the contract in the following proportions : G. S. Deeks and G. M. Deeks to take three-eighths, the plaintiff and the defendant Hinds to take three-eighths, and Winters, Parsons and Boomer one-quarter. In order to place these relationships upon a fixed foundation, and the better to define their interest, the Toronto Construction Company was formed and its share capital distributed in the proportions mentioned, the company taking over and carrying out the work under the contract.

In 1906 Messrs. Winters, Parsons and Boomer withdrew from the company, and the stock that they held was divided equally among the remaining parties, so that the plaintiff and each of the three defendants G. S. Deeks, G. M. Deeks and T. R. Hinds held one-fourth of the entire capital of the company, with the exception of four shares held by Mrs. Deeks (the wife of G. S. Deeks), whose introduction as a shareholder was necessary in order to provide the total number of five. These interests have remained unchanged down to the present time.

The board of directors was comprised of Messrs. Deeks, Hinds, and the plaintiff, and, in addition, G. S. Deeks was appointed president of the company, the plaintiff was general manager, and Hinds was secretary and treasurer, though their Lordships do not think that the description of these offices affords an accurate description of the duties assumed and discharged by the various parties. The company appears to have carried out the work of laying the Toronto Sudbury line to the entire satisfaction of the Canadian Pacific Railway, and they continued to tender and were fortunate in obtaining a considerable number of other contracts of great value from the Canadian Pacific Railway. Apart, however, from this work they undertook no other contracts. As has been already stated, during part of the time of the operations of the company the plai