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Records and Recollections of Alexander Boyd & Co. Ltd.

Boyd's - a Limited Company

Although the Musgrave property was acquired by the partnership its initial ten year term was nearing an end and steps were being taken to form the business into a limited company. This had a number of advantages, made possible by the Companies Acts of 1862 and 1867. In a partnership a partner commits to risk all he has but in a limited company a member's liability is limited to his stake in that company. With such a large undertaking as Castle Buildings on their hands this protection was of prime importance to the partners. In addition in a limited company it is possible to give a minority share in the business to other people and advantage was to be taken of this provision in the formation of the new company. In any event in order to obtain the protection afforded by limited liability it was necessary to have at least seven members.x

So, on 30th August, 1890 Alexander Boyd and Company, Limited was born. There were eight members. The Reverend Samuel Rea McNeilly, Minister of Bailiesmills Reformed Presbyterian Church, was the first chairman and the other members were James Alister and his wife, Jane, James Andrew Hanna and his wife, Isabella, John Kain and William Blakely, both employees, and James Robinson, employed as the Pharmaceutical chemist.

The first general meeting of the company was held in Castle Buildings on 30th January, 1891 when the transfer of the partnership property was effected and the allocation of 1000 shares to the members confirmed. Of the shares, 448 went to James Alister, 546 to James A. Hanna and one to each of the other six members. These were £10 shares of which £7 was called up, making the capital of the company £7,000 and leaving a liability of £3 on each of the shares in the event of a future call for more capital.

Facsimile of first page of the original Minute Book

It is interesting to note how during the ten years of the partnership James A. Hanna's share of the business gradually increased. His original capital was £54.10.0. As the partners shared the profits equally and as James Hanna's drawings were, apart from the year in which he bought Castleview, consistently lower than James Alister's, by 1890 James Hanna had the larger share. The final capital accounts in the partnership were:- James Alister £3,790.16.71/2 and James A. Hanna £4,037.8.1 1/2 All this in spite of the fact that James Alister commenced in 1880 with Alexander Boyd's capital of almost £1,000.

The shares were allocated to the partners in proportion to their respective capital accounts but there was an error in the distribution, James Alister receiving 448 shares instead of 479. In due course this error came to light and occasioned the following rather stiff note from James Alister:

              March 3 1892

Dear Mr. Hanna,

Regarding the £217 which has been found by Mr. Martin Shaw, C.A. to be due to me by you of the time of the sale of the Estate of Alexander Boyd & Co. to the company and which was wrongly credited to you’re a/c I hereby request you to transfer 31 shares of the nos. now standing in your name to my wife, Jane  Alister, which will be in full satisfaction of all claim in respect of said sum.

Yours truly,
         James Alister

Martin Shaw was the Company's auditor and this association was to continue until 1976 when the firm of Martin Shaw, Leslie and Shaw was merged with Price, Waterhouse & Co., the present auditors.

On 10th March 1892 at the third general meeting of the Company James Hanna referred to this mistake and undertook to transfer the shares as requested. Obviously relations between the two men could hardly be termed over-friendly. Possibly the reason may have been that through the formation of the Company James Hanna had obtained overall control in place of the half share in the partnership. It was prudent to have the Rev. S. R. McNeilly as chairman and the two Jameses were both appointed managing directors. James Alister was manager of the outside department at £50 per annum and James Hanna manager of the inside department at £100 per annum. Was there any significance in the fact that James Alister's appointment was proposed by himself and seconded by James Hanna; James Hanna's appointment in turn being proposed by himself and seconded by James Alister? At that meeting a dividend of 8% was declared for the year ended 12th August, 1891.

James A. Hanna now decided that there was not room for himself and James Alister in the company. So he made arrangements to take over premises on the other side of Railway Street, if required, and presented James Alister with an ultimatum:- either Alister bought Hanna's shares in the company or vice versa at the same price - and taking himself off with his family to Donaghadee for a holiday, he left James Alister to wrestle with the problem.

To James Alister there appeared to be only one answer as he had not the expertise to run the business on his own and, in any event, had other business interests. At the next general meeting of the Company held on 9th December, 1892, the bulk of the Alister holding was transferred to James A. Hanna.

This left the proprietors of the Company holding the following shares:

Rev. S. R. McNeilly 2 shares
Alfred C. Scott 1 share
Mrs. Isabella Hanna    1 share
James Robinson 1 share
James Alister 1 share
James Boyd Alister 1 share
James A. Hanna 993 shares

The purchase price was probably £7 per share payable over a number of years. Three cancelled promissory notes exist payable to James Alister and falling due on 1st November in each of the three years 1893, 4 and 5.

James Boyd Alister was a son of James Alister. He was a Pharmaceutical Chemist, probably with the prospect of a career in Boyd's in mind. Indeed he served his apprenticeship in Boyd's but was employed in Hamilton Longs of Dublin. The sudden end of the Alister connection with the business must have been a blow and, putting it mildly, something of a surprise. Certainly it had not been forgotten by at least one of the descendants in the 1970's. The eldest of the Hanna children, Hector Boyd Hanna also marked in the same way the connection with the founder of the firm.

James Alister's changed circumstances are indicated by the share certificate counterfoils; his occupation being given as `merchant' on the original allocation and ‘gentleman' on the transfer. The last two Alister shares were transferred on 1st March, 1899 to Robert Andrews and his wife. Alfred C. Scott's share was transferred to him after the death of John Kain. He was a chemist and druggist in Portrush and was married to Isabella Hanna's sister.
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One other matter of contention arose between James Hanna and James Alister. This concerned the ownership of the three houses in Castle Street, included in the original purchase from Dr. Musgrave. Joseph Allen, a solicitor of Bow Street, Lisburn was a partner in the firm that had been involved in the setting up of the limited company. On 8th July, 1901 he wrote to James Alister suggesting that the three houses were not transferred with the rest of the property to the Company in 1890 when the Company was being formed. He understood, he wrote, that James Alister had for some time received the rent of these houses and furthermore he was of the opinion that the three houses still remained vested in James Alister and Hanna. The letter was obviously prompted by James Alister who considered it for some time and on 29th July wrote to James Hanna ostensibly reminding him that the matter of the houses had been overlooked and proposing to call in Castle Buildings that evening. However James A. Hanna would have none of it. He took Joseph Allen's letter and in terse unequivocal terms and red ink wrote across the letter disposing of the various suggestions, "not so, even in thought", "Most certainly not", "A pure invention" and so on. In a statement to James Alister that day he said that they had both been satisfied with the settlement until Mr. Alister expressed a desire to open up the question about two months previously. If Mr. Alister was not satisfied then he was prepared to re-instate him or, alternatively, put the whole thing as it was in 1892 on the market and take his share. Nothing of course came of this and so ended on a sad and somewhat acrimonious note, the Alister connection with Boyd's. James Alister died on 18th April, 1904.

One consequence of the shift of ownership is shown in the Minute Book of the Company. As James Hanna owned the bulk of the shares he considered that there was no point in holding general meetings. The fourth ordinary general meeting was held on 8th December, 1892 but the fifth was not held until 1 st March 1899 when the Profit and Loss account for five years and 57 days to 11th October, 1898 was submitted showing a profit of £1,765.18.11. At this meeting a dividend of 30% was declared.

However, to conclude this chapter, it should be said that, as far as can be ascertained, James Hanna acted firmly but fairly in all his relations with James Alister. After all the ownership of the capital assumes less importance when one considers that it was less than the annual profits. Also, James Alister has ample opportunities to gain or retain control of the company but did not take them and, therefore, one is forced to the conclusion that the continued success of the business depended on the involvement of James A. Hanna, which goes a long way towards explaining his actions.

The Pharmaceutical Society's Law Case

However, in the meantime, an event was to occur which threatened the very existence of the Medical Hall, as the Pharmacy was called. On 16th April, 1895 Andrew Downey of Sandy Row, Belfast presented a prescription over the counter in the Medical Hall to be dispensed. The prescription, written by Dr. O'Connell of College Square, East, Belfast, appeared to be in order and was duly dispensed. Whereupon Andrew Downey revealed himself to he an inspector of the Pharmaceutical Society of Ireland and disputed the right of the firm as a limited company to dispense or compound medical prescriptions.

The situation was that from 1791 to 1875 no person, as the act of 1791 put it, "shall act in the art and mystery of an apothecary within the Kingdom of Ireland unless such person has been examined as to his qualifications", meaning, in effect, licentiates of the Apothecaries Hall. However, in 1875, the Pharmacy Act was passed. Under this act the Irish Pharmaceutical Society was established and it became unlawful for any person to keep open shop for compounding medical prescriptions unless being duly qualified to do so by being registered as a Pharmaceutical Chemist under the Act.

It is a bit difficult to understand why the Irish Pharmaceutical Society acted as it did but act it did and on 12th September, 1895 in the Lisburn Petty Sessions the Society brought proceedings against Boyd's.

It was an important case, not only for Boyd's, but also for other bigger companies engaged in retail pharmacy, Grattan & Co., Ltd., of Belfast, Hamilton & Long Ltd., of Dublin, the Army and Navy Stores also in Dublin and a number of others scattered over the country. The Society was jealous of the monopoly created in favour of its members by the 1875 Act and felt that Company Chemists as they came to be called were a threat to the profession even though dispensing by the company chemists had to be carried out by properly qualified pharmaceutical chemists. The Society waited twenty years before bringing this prosecution for two reasons. First, the Courts in England had upheld the right of companies to keep open shop and, in consequence, there were many company chemists in England. Indeed, as a judge was later to remark, it would be as easy to get an Act passed disestablishing the Church of England as to get an Act to prevent the company chemists carrying on their business.

However an Interpretation Act passed in 1889 strengthened the Society's case, its officers believed, and the Society commenced a somewhat surreptitious campaign, picking off the smaller companies first. They brought one case to court and advised the defendant to plead guilty and the threat of proceedings appears to have been enough to deter other companies. Boyd's was made of sterner stuff.

The case was heard by the Resident Magistrate, Mr. T. D. Gibson accompanied on the Bench by a number of the local gentry; Edward J. Charley, Dr. Rowantree, George H. Clarke, J. Theodore Richardson and N. W. Grimshaw. The Case for the Society was presented by Mr. Harrison, barrister at-law, and Mr. Charley of Charley & Allen, Solicitors, Lisburn appeared for the defence. The intricacies of the various arguments put forward are of little interest to the layman. Suffice it to say that the Magistrates unanimously dismissed the case and Mr. Harrison indicated that the Pharmaceutical Society were prepared to go to a higher court.

This they did and the appeal was heard in the Queen's Bench Division of the High Court, Dublin in February, 1896, when substantially the same arguments were advanced and countered as in the previous hearing but this time before four judges:- Mr. Justice O'Brien, Mr. Justice Johnson, Mr. Justice Holmes and Mr. Justice Gibson. The Society's case was received with little sympathy by the Court. When Mr. Gibson, Q.C. sought to establish that, in one Act, it was laid down that 'person' should include corporations in all criminal matters Mr. Justice O'Brien retorted, "Not in all cases, for a corporation could not commit bigamy". The upshot of the hearing was that the decision of the Magistrates was confirmed and Boyd's could breathe again.

The action of the Society in bringing this case was the subject of some criticism. 'The British and Colonial Druggist', a trade journal, commenting on the case had this to say: "The only result of this abortive proceeding will be to call into existence in opposition to the legitimate pharmacist a further number of limited companies and so we are afraid that the licentiates of the Society will have very little to thank their Council for in this matter . . . . . We have always deprecated holding out to the chemists of England the prospect of putting an immediate end to company trading".

There is no evidence that Boyd's received any financial backing in fighting this case but, in July, 1898, the Drug Companies Association Ltd. was formed to protect the interests of companies carrying on the business of Chemists and Druggists. Jesse Boots, founder of the famous Boots Company, was chairman and Boyd's were allotted ten £1 shares (2/- per share paid). However the assistance of the Association was never called on by Boyd's nor did Boyd's play any part in its affairs. Indeed the next mention of it was almost seventy years later, in November, 1966, when the Association now called the Company Chemists Association Ltd., wrote proposing to make a call of 2/- per share and pointing out that for many years there had only been three active members:- Boots, Timothy Whites & Taylors, Ltd. and Hodders, Ltd. Subsequently the Association discovered, in January, 1967, that Boyd's had not responded to a previous call of 2/- per share made in May, 1904. There seemed no point in continued membership so a chapter begun in 1895 was finally closed in January, 1967

There is no indication from either hearing as to who the pharmaceutical chemist in Boyd's was at the time. However, James Robinson, a pharmaceutical chemist, held one share in the company from its formation until his death. This share was transferred by his representative on 8th October, 1907 to Hector B. Hanna. He may well have been the person concerned. The date of the share transfer is irrelevant as it was part of a tidying-up process.