The necessity to unequivocally allege and prove fraud in cases seeking to overthrow a judgment on the ground of fraud.

Lord Buckmaster.-

Five judgments are challenged by these consolidated appeals.

1. A judgment of the Divisional Court of the Eastern Province of the Gold Coast Colony, dated the 1st April 1922, ordering the appellant to pay £10,062 10s 0d to a company known as the African Products, Limited, who are respondents to the main appeal.

2. A judgment of the Full Court dated 3rd November 1923, dismissing the appellant's appeal from (1).

3. A judgment of the Divisional Court of 27th January 1925, refusing to set aside the dissolution of the said Company which had been ordered on the 2nd June 1922.

4. A judgment of 30th January 1925, refusing leave to appeal against the order of 27th January 1925.

5. A decision of the Full Court refusing leave to appeal from (4).

As leave to appeal has been given against all these judgments, it follows that the judgments of 1st April 1922 and 27th January 1925, are the only ones material, for the others are consequential upon these. The foundation of the whole dispute lies in the facts underlying the judgment of 1st April 1922 and; they need careful examination.

In July 1918 the appellant, who was at that time in the Gold Coast, promoted and caused to be incorporated the Company known as African Products, Limited, with a capital of £100,000 divided into 100,000 £1 shares ; the date of incorporation was 17th July 1918, and its business was that of general merchants. The laws applicable to this Company are certain ordinances of the Gold Coast Colony, which in the material respects reproduce the English Companies Act of 1862. It appears that limited companies were not commonly known in the colony - this one was only the 23rd that had been registered - and it may well be that subsequent events were affected by this ignorance. The seven signatories of the memorandum were the appellant and six of his nominees, who each signed for one share.

The Company began business in August 1918, and immediately entered into successful contracts for the purchase and regale of cocoa, which produced a profit, after paying all expenses for the period ending 31st December 1918, when the accounts were made up, of a sum alleged to be £20,998. None of the share capital had by this date been paid up and no shares had been issued or allotted, but the accounts represented a sum of £1,007 as having been received under the following head : "Shares a/c £1,007" and there is a corresponding entry on the other side under this head : "We to debit Bank w. cheq. per T. B. Barrett, 1007." No such sum had been paid, but on 4th January 1919 the appellant did in fact pay this sum to the Company and the private cash book of the Company contains the two following relevant entries :

1918, Cash received for shares £1,007, and on the other side :

1919, Cash to general account £1,007.

On the 14th February 1919, a general meeting of the Company was held and it was resolved that a dividend of 15 per cent., be paid for the period ending 31st December 1918, and a bonus at the rate of £10 per share. Pursuant to this resolution £10,000 was paid to the appellant as a bonus on his 1,000 shares and £62-11 - 3, as a dividend for the five months. A large number of further shares were subsequently issued with which it is unnecessary to deal and the Company having fallen from prosperity into difficulties a winding-up order was made by the Court on 13th November 1920.

The appellant was subsequently prosecuted for having obtained the £10,010 by fraudulently and falsely representing himself as a shareholder for 1,000 shares and was sentenced to three years' hard labour. (The £10,010 was a mistake for £10,000. There was no doubt that he was entitled to the £10 as holder of one share). Into the merits of that conviction their Lordships cannot enquire ; for the purposes of this appeal the fact is not material and it would not have been alluded to by them but for circumstances hereinafter stated.

On the 29th April 1921 proceedings were taken by the Company against the appellant to reco