whether the Legislature had or had not approved of the former regulations, or whether they thought the East India Company wanted authority to enforce those regulations, we cannot tell; but for some reason or other the Legislature thought fit not to leave the regulations respecting the article of tea to the East India Company, but to make regulations themselves and give the sanction of the Legislature to them; and therefore it is enacted in these words, and they are well worthy consideration: "Whereas, many persons do frequently at sales for tea by the said United Company bid for and are declared best bidders for large quantities of tea without intending or being able to pay for the same, unless such teas should after such sales rise in price, by means whereof the prices of tea are frequently raised and the running of tea will be encouraged, for remedy thereof be it enacted, that every person who shall at any public sale of tea made by the said United Company be declared to be the best bidder shall within three days after being so declared the best bidder for the same deposit with the said United Company or their clerk or officer, appointed for that purpose, forty shillings for every tub and for every chest of tea, and in case any such person shall refuse or neglect to make such deposit within the time before limited, he shall forfeit and lose six times the value of such deposit directed to be made as aforesaid, and the sale of all teas for which such deposit shall be neglected to be made as aforesaid, is hereby declared to be null and void, and all such teas shall again be put up by the United Company to public sale within fourteen days after the end of the sale of teas at which such teas were sold, and every buyer who shall have neglected to make such deposit as aforesaid shall be and is hereby rendered incapable of bidding for or buying any teas at any future public sale of the said United Company." Now if I had not been told by the case that there were already existing regulations which affected tea as well as all other articles, and which regulations had put it into the power of the East India Company to have effectually prevented any mischief as the Legislature recites, I should have supposed that mischief to have been altogether without remedy. But it appears that the Company had before the 18 Geo. 2. a right to ask what deposit they pleased, and if they did not like the party to make him pay a further deposit. However the Legislature did not think fit to trust the Company with respect to this article of tea; and a very great question arises, whether the 18 Geo. 2. such has 1802. EAGLETON v. The EAST INDIA COMPANY. 1802. EAGLETON The EAST INDIA has not put an end to any regulation respecting tea whatsoever; -and whether as the Legislature has taken that entirely to itself, the East India Company are at liberty with respect to the subject of tea to make any further regulations? It is an COMPANY. extraordinary thing that the Legislature seeing the mischief and being anxious to prevent it should stop so short. I do not mean to give it as my opinion that the 18 Geo. 2. does take away the power of the East India Company to make regulations after a deposit has been made; but I think the best way would be to have recourse to the Legislature to sanction all their regu lations as well with respect to tea as other articles of sale, and to put them upon such a footing that there can be no mistakes or misapprehensions in future. This being the case, and the regulations being made with respect to the excepted article of tea, I think a very great doubt may arise whether the latter part of the regulations relates to tea. Now this is an action for not being permitted to become a bidder for tea. If we look over the regulations, we shall find that when they come to speak of the deposit they say, " in case any buyer or buyers of any goods (tea excepted, which is provided for by act of Parlia ment) shall make default in payment of his or their deposit, the goods shall be as soon after as convenient resold, and the difference in price, if any, and expences be made good by the first purchaser, who shall be rendered incapable of buying again at the Company's candle;" and then they go on with these words, "and in case any buyer." It is contended, that the word "buyer" there relates as well to the buyer of tea as other arti cles, notwithstanding the exception. On that point I have great doubts, especially when I come to read the third clause, which cannot possibly apply to tea, because the Legislature have told the East India Company what deposit they are to have for tea; and the third regulation is "That such person or persons as cannot make themselves known to the Court of Di rectors satisfaction, or to the major part of the Directors present at the sale, shall forthwith make a further deposit." Now there is no pretence to say that with respect to tea the East India Company have a right to require any further deposit than that which the act requires; and therefore it appears to me it might fairly be contended, that a purchaser at that sale might say, I consider these regulations as having nothing to do with tea; and therefore the Company could not when they speak of" buyers” in the latter part of. their regu . lations lations means the buyers of tea, but, only the buyers of other goods. Taking it for granted however that these regulations did relate to tea (except with respect to the deposit, which it is clear must rest upon the act), it is remarkable that the Legislature did not choose to trust the East India Company with the sole power upon that point, for they have given the action as to the forfeiture of six times the value to any informer; and they have gone on to declare that which the East India Company thought they had a right to add as a penalty to their own regulations respecting other goods, that the person making default shall be excluded for ever from bidding at the Company's sales. I will not enter into the question whether the exclusion from any future sale be or be not a reasonable regulation? We are all clearly of opinion, that in matters where the Company is not restrained by Parliament they have a right to make reasonable regulations; but it will always be a question whether their regulations are reasonable or not. Undoubtedly the Company is not at liberty to direct that any individual shall be for ever excluded, merely if they think fit so to direct; they may annex such conditions to their sales as are consistent with the obligation they are under to make them public sales, indifferent and open to all bidders; whatever regulations, therefore they make, must be regulations not depending upon their sole will and pleasure, nor to be enforced or relaxed by that rule only; for if such regulations be allowed, they will thereby be enabled to make that which is required to be a public sale something totally different from a public sale. But we shall decide this case on a much narrower ground; for supposing all the regulations subsequent to the rule of deposit to apply as well to tea as to other commodities, and that the purchaser of tea is liable to all the penalties that the East India Company have thought fit to annex, we are still of opinion, that upon these words it is impossible for us to understand the term " satisfaction" in any other sense than a pecuniary satisfaction. It is true that the defaulter is to give satisfaction to the Court of Directors. But the word "satisfaction" as we understand it in a court of law must mean compensation for default occasioned by the breach of á condition. It is impossible for us, unless it were so clearly expressed as that there could be no doubt, to suppose that the word "satisfaction" means until the defaulter shall obtain the good will and pleasure of the Court of Directors. It was said at the F 2 bar 1802. EAGLETON v. The EAST INDI COMPANY [68] 1802. EAGLETON บ. The EAST INDIA bar that the meaning was, until the defaulter should give them satisfaction with respect to the reasons why he did not perform the conditions. If that was meant, it had better have been as I stated before, till he shall do it with our leave and licence, leaving it open to themselves arbitrarily to grant or refuse that leave and licence. If it had meant pecuniary satisfaction, it may be argued it would not have been to the Court of Directors, but to the East India Company. And indeed I have no doubt that they did not understand the term “satisfaction" according to the construction which we in a court of law shall put upon it. But we are to consider whether the buyer had not a right to understand it so if he thought fit, and whether we shall exclude him for ever from a public sale, because he has become a public bidder under conditions the legality of which may be doubted, and the words of which import, that unless he should do certain things, he should be excluded until he should have made satisfaction? Whether he had not a right to say (and I think he had) "I understood that I was not to bid again till I had made satisfaction for my default by making good all the payments with interest; those payments the Company have accepted, not in such a manner I admit as to evade the forfeiture, but in such a manner as to make that satisfaction, the not making of which would subject me to this heavy penalty of being for ever excluded from that sale, which all the subjects of the country are entitled to bid at; if I had not done this the Company might have brought an action against me for the breach, and recovered such damages as a jury. would give?" Upon this ground therefore, independent of other considerations, we are of opinion, that the East India Company had no right to exclude this man from bidding till he had given what they might think a satisfaction; but only till he should make sufficient reparation for the injury they had sustained by the breach of his agreement with them to pay certain sums of money on certain given days. If they had thought fit to impose this penalty they should have brought an action against him for not fulfilling his contract; and if he did not pay those. damages which a jury might give, I should think they would * have authority to exclude him, because that would not be a partial regulation, but would affect all mankind alike, and every man who did not comply would be excluded. Therefore we are of [ 69 ] opinion, that under the circumstances of this case, this action well lies, and that the Plaintiff is entitled to recover. I heartily recommend recommend to the East India Company, as well worth their consideration, to reflect whether it would not be better that they should obtain the sanction of the Legislature as to the regulation of their sales, not only with respect to tea, but with respect to all other commodities. Judgment for the Plaintiff. INDEBI WILLIAMS v. BROWN. Feb. 10th. Plaintiff agreed to serve as a a and from the seaman during there he was that upon pay. ment of a sum ́NDEBITATUS assumpsit for service performed by the Plaintiff as a sailor on board the Holderness, of which the Defendant was master. The cause was tried before Lord Alvanley Ch. J. at the Guildhall Sittings after last Michaelmas Term, when a verdict was found for the Plaintiff under his Lordship's direction, with liberty to the Defendant to apply to the Court to have that verdict set aside and a nonsuit entered. The circumstances of the case were as follow. The Plaintiff, who was a negro, in November 1797, entered at London on board the Holderness, bound for Grenada, as an ordinary seaman out and home: on the arrival of the Holderness at Grenada the Plaintiff was claimed as a runaway slave by Mr. Hardman his former the captain, master, and delivered to him; and thereupon the Plaintiff, the Defendant, and Mr. Hardman, met and agreed, that on payment of 30 joes by the Defendant to Mr. Hardman, the latter should manumit the Plaintiff, which was accordingly done by a regular instrument of manumission; and the Plaintiff on the same day entered into an indenture, in which, describing himself as "a free black man of the island of Grenada," he covenanted with the Defendant, his executors, administrators, and assigns, "to at certain stipulated wages. repair and go on board such ship or vessel as the Defendant The Plaintiff should appoint, to parts beyond the seas, and continue on board was according ly manumitted such ship or vessel at such place or places as the Defendant and having might have occasion for his services, and during the term of served the captain upon the three years faithfully serve in the capacity of a sailor or such other homeward voyservice as he should be capable to do and perform as a covenant age, comservant, according to the order and direction of the Defendant tion against of money by the captain to the master the latter should Plaintiff, he covenanting to serve the cap manumit the tain three years menced an ne him to recover wages for that voyage upon a quantum meruit, Held that he was estopped by his covenant from claiming more than the sum stipulated. and |