to be evidence, Certificate to be re courts as prima facie evidence of the title of such shareholder, his executors, administrators, successors, or assigns, to the share therein specified; nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. XIII. If any such certificate be worn out or newed when damaged, then, upon the same being produced at destroyed. some meeting of the directors, such directors may order the same to be cancelled, and thereupon another similar certificate shall be given to the party in whom the property of such certificate, and of the share therein mentioned, shall be at the time vested; or if such certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the directors, a similar certificate shall be given to the party entitled to the certificate so lost or destroyed; and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders; and for every such certificate so given or exchanged the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. Transfer And with respect to the transfer or transmission of Shares. of shares, be it enacted as follows: Transfer of stamped. or XIV. Subject to the regulations herein or in the special act contained, every shareholder may sell and transfer all or any of his shares in the undertaking, all or any part of his interest in the capital stock of the company, in case such shares shall, under the provision hereinafter contained, be consolidated into capital stock; and every such transfer shall be by deed duly stamped (a), in which the consideration shall be truly stated; and such deed may be according to the Form in the Schedule (B.) to this act annexed, or to the like effect. (a) By deed duly stamped, &c.] A deed of transfer was ex ecuted by A. the seller, with the name of B. inserted as the purchaser. Before any execution of the deed by B. it was arranged that C. instead of B. should be the purchaser; whereupon the name of B. being struck out and that of C. substituted, A. re-executed the altered deed. It was held, that the deed was so far complete between A. and B. that it could not operate as a conveyance to C. without a new stamp. The London and Brighton Railway Company v. Fairclough, 2 M. & Gr. 674. As to the effect of the wording of a deed of this kind on the amount of stamp duty, see Wolseley v. Cox. 2 Q. B. 321. See also Hebblewhite v. M'Morine, 6 M. & W. 200. A transfer of shares from an original subscriber after the passing of the act is good, although made before the sealing of the register of proprietors (see section 9,) and although the original subscriber be never registered a proprietor. Sheffield Ashton-under-Lyne and Manchester Railway Company v. Woodcock, 2 Railway Cases, 522. An instrument of transfer executed by the owner of the shares, with a blank for the name of the purchaser, and delivered to A. by whom on the sale of them the name of the purchaser was to have been inserted, was held void. Hebblewhite V. M'Morine, 2 Railway Cases, 51. With reference to contracts for the sale and purchase of railway shares many cases have been decided, to most of which it will be sufficient to refer to by name, as they relate rather to the general law of contracts than to railway law. It may be sufficient to state generally that a contract for the sale of shares may be by parol; (Humble v. Mitchell, 11 A. & E. 205. Bradley v. Holdsworth, 3 M. & W. 422. Duncuft v. Albrecht, 12 Sim. 189;) and shares in a Joint Stock Company are not joint stock within the Stock Jobbing Act; (7 G. 2, c. 8;) Hewitt v. Price, 4 M. & Gr. 355; L. J. 1842, C. P. 292. That it is the duty of the vendor to make out a good title before he can call upon the purchaser to complete his part of the contract; and on the purchaser then failing to do so may maintain an action against him, alleging as special damage (for example), calls that he may have been compelled to pay. On the vendor shewing title and intimating his readiness to execute a conveyance, it lies on the purchaser to tender the statutory form of conveyance; if the vendor refuse to execute this, the purchaser is entitled to maintain an action against him. Humble v. Langston, 2 Railway Cases, 533. As to indemnity by the vendor against loss on the part of the vendee, see Jackson v. Cocker, 4 Beav. 59. See, however, analogous cases in equity of sales of leaseholds and estates subject to mortgage; and see remarks in 9 Jurist, 462. In Phene v. Gillon, 15 L. J., N. S. Canc. 65, it appeared that in 1841 the plaintiff had advanced money to defendant on an undertaking to transfer shares, and to indemnify plaintiff against calls and payments in respect thereof. In 1842 Transfers of shares to be registered, &c. they were regularly transferred. In 1843 the debt was pai and plaintiff at defendant's request applied to the Company t re-transfer the shares into the name of defendant. During th negotiation the Company became insolvent, and a creditor of proceeded to enforce a judgment against the plaintiff being registered shareholder. Held that defendant was the equitab owner of the shares, and plaintiff trustee, and as such entitle from his cestui que trust to indemnity against claims in respe of the trust property. f The non-payment of calls due would be (inter alia) a go defence to an action for not accepting shares. Hebblewhite M'Morine, 2 Railway Cases, 51. A reasonable time is to allowed the vendor within which to complete his contra by delivery, and in one case seven days was not thought an w reasonable time, being allowed by the custom of the Liverpo Stock Exchange; it was also held, that it was necessary the vendee, in order to support an action for not transferrin to shew that he was ready and willing to pay for the shar during the whole of that time. Stewart v. Cauty, 2 Railw Cases, 616. See Hare v. Waring, 3 M. & W. 362. Stephe v. De Medina, 21 L. J., ; Q. B. 120; 4 Q. B. 422; 3 Railw Cases, 454. Barnard v. Hamilton, 2 Railway Cases, 624. reasonable time is allowed the vendee for the completion of contract, after the expiration of which the proper course the vendor is to sell the shares, and sue him for the amount their deterioration in value, should there be any, from the ti when the vendee finally repudiated the bargain. Stewart Cauty, supra. XV. The said deed of transfer (when duly ex cuted) shall be delivered to the secretary, and kept by him; and the secretary shall enter a m morial thereof in a book to be called the "Registe of Transfers," and shall endorse such entry on t deed of transfer, and shall, on demand, deliver new certificate to the purchaser; and for every su entry, together with such endorsement and certi cate, the company may demand any sum not e ceeding the prescribed amount, or if no amount prescribed, then a sum not exceeding two shillin and sixpence; and on the request of the purchas of any share an endorsement of such transfer sh be made on the certificate of such share, instead a new certificate being granted; and such endors ment, being signed by the secretary, shall be co sidered in every respect the same as a new certificat and until such transfer has been so delivered to the secretary as aforesaid the vendor of the share shall continue liable to the company for any calls that may be made upon such share, and the purchaser of the share shall not be entitled to receive any share of the profits of the undertaking, or to vote in respect of such share (a). (a) Where a Railway Act made shares transferable by deed, and directed that on every sale, the deed, being executed by the seller and purchaser, should be kept by the company, or by the secretary or clerk of the company, who should enter in some book to be kept for that purpose a memorial of such transfer and sale, and indorse the entry of such memorial on the deed of sale or transfer; and that until such memorial should have been made and entered, the seller should remain liable for all future calls, and the purchaser should have no part or share in the profits; it was held, that in order to shew a party sued for calls to be a proprietor under such deed of transfer, it was not necessary to prove that a memorial of the transfer had been entered. London and Brighton Railway Company v. Fairclough, 2 Railway Cases, 674. It seems this section must be treated as one intended only for the security of the company. According to the judgment of Chief Justice Tindal in this case, if any call were made after the transfer of a share by deed, and before the delivery of such deed to the secretary for the purpose of being entered in the register of transfers, it would be in the power of the company to come upon either the transferor or transferee -on the transferee by the terms of the deed, on the transferor by virtue of his being the registered shareholder, who it would could recover the calls from the transferee, whose duty it was to deliver the deed of transfer to the secretary. seem, The projectors of a dock company executed the usual subscriber's agreement and Parliamentary contract, binding themselves (inter alia) to pay the sums subscribed by each of them as the directors should appoint, and generally to all measures which the directors should think necessary or expedient for obtaining their act. After their bill had passed the Commons, in order to comply with a then standing order of the House of Lords, which required four-fifths of the probable expense to have been subscribed for, nine of the directors subscribed for one thousand additional shares each, making up the necessary capital. The act prescribed a form of conveyance of shares and memorial (similar to sections 14 & 15.) None of these nine thousand shares were registered; at the time of entering into Transfer not to be made until additional subscriptions, the directors subscribed and signed a memorandum, declaring that the additional shares were held by them, in trust for the company at a meeting of the directors a resolution was passed "that the additional shares should be held in trust for the company:" at a special general meeting of the company, a resolution was passed, that the trust entered into for the company should be annulled, and that the additional shares should be transferred to the secretary; and at a meeting of directors such resolution was subsequently confirmed. It was held, that the transfer of the additional shares to the secretary of the company, without the specified form of convey. ance and memorial was void. Preston v. The Grand Collier Dock Company, 2 Railway Cases, 335. fer XVI. No shareholder shall be entitled to transany share, after any call shall have been made calls paid. in respect thereof, until he shall have paid such call, nor until he shall have paid all calls for the time being due on every share held by him (a). Closing of transfer books. (a) This clause sets at rest a question which has been raised on the construction of acts-whether, if a share be transferred after the making of a call, and before its becoming payable, the transferor or transferee is liable to calls. In one case, the Court of Queen's Bench decided that the transferee was not liable, and the Common Pleas that the transferor was not, Aylesbury Railway Company v. Thompson, 2 Railway Cases, 668. The Same v. Mount, 2 Railway Cases, 679; same case in error, 3 Railway Cases, 469; where the judgment below was reversed, but merely on a point of pleading. There is one question left, however, viz., when a call may be considered "to be made," whether at the date of the original resolution, or at the time of fixing the mode of payment, giving notice in the newspapers, or of the call becoming due. It may be that the resolution of the directors is only an incorporate act, and that the call is not complete until the mode of payment is appointed, and notice given, so that no one is liable, unless he be a proprietor when the whole of these circumstances occur; and until all these have occurred, a proprietor is not deprived of the right of a free transfer. XVII. It shall be lawful for the directors to close the register of transfers for the prescribed period, or if no period be prescribed, then for a period not exceeding fourteen days previous to each ordinary meeting, and they may fix a day for the closing of |