The prospectus for a proposed company, Overend and Gurney (defendant), included information intended to induce the purchase of shares, which later proved misleading. The prospectus was issued in July, and all shares were allotted before July was over. Peek (plaintiff) purchased large numbers of shares in Overend and Gurney on the stock exchange in October and December. After the company’s dissolution, Peek sought indemnity. The master of the rolls rejected Peek’s claim because Peek was not among the original allottees of shares. Peek appealed. The House of Lords granted certiorari.