The prospectus of a company about to be formed under "The Companies Statute 1864" (No. 190), stated that the company was to consist of 100,000 shares of 1l. each, that 10,000 fully paid-up shares were to go to the vendor of certain patent rights in part payment of the purchase-money therefor, that the company were to give her a bill at four months for 20,000l. for the balance of such purchase-money—that 65,000 shares were to be offered to the public, 5s. to be paid on application, 5s. on allotment, 5s. at the end of three months, and 5s. at the end of six months. Out of the 65,000l. so received, the 20,000l. bill was to be paid; and the prospectus also provided that "the sum of 45,000l., less the brokerage and the incidental expenses in connection with the floating of the company down to the allotment of shares, will be appropriated out of present issue for working capital, which, it is considered, will meet the requirements of the company’s operations at the outset. The remaining 25,000 shares will be available should further capital be required.” Instead of giving the 20,000l. bill to the vendor, the vendor agreed to take and was given 20,000 fully paid-up shares in the company. When 47,131 shares, including the 20,000 paid-up shares issued to the vendor, were subscribed for, the company was registered and commenced operations. In an action to have his name removed from the register by a shareholder who alleged that he had taken shares relying upon the truth of the statement in the prospectus that 45,000l. would be appropriated for working capital, and that business would not be commenced till that was done, and that the company was unable through insufficiency of capital to successfully carry on:—