letter of allotment should be in the name of the parties to whom the application is made, e.g., if to the provisional committee it should be in their name, and probably not in the name of the committee of management. See objections in Woolmer v. Toby. post. The amount of deposit required is stated, which we have seen cannot legally exceed five and a half per cent. before complete registration, i. e., the half per cent. authorized by the Joint Stock Companies' Act, and five per cent. by the standing orders: (after complete registration so much more may be required as may be necessary for obtaining the act)—a form of receipt for the amount of deposit is usually given, to be signed by the bankers of the company on their behalf, on producing which, after signing the subscribers' agreement and Parliamentary contract, the holder will be entitled to a scrip-certificate, The following are specimens of forms of letters of allotment.

Railway Company.

Shares: £25.-Deposit £1 15s. per share. £

Sir, We have inserted your name as a subscriber for shares in this undertaking, pursuant to your application, and request the payment of the deposit to one of the company's bankers, (viz., Messrs.

on or before

the instant. On payment thereof the banker will sign the receipt at foot: after which you must produce this letter and the banker's receipt at the offices of Messrs.

when, on your

executing the Parliamentary contract, and subscribers' agreement, which will be found there, the letter and receipt will be marked, and on your presentment of them at the office of the company, after the act of Parliament shall have been obtained, you will be entitled to be registered in the books of the company in respect the above number of shares.

of

A printed copy of the Parliamentary contract, and the signatures thereto, must be presented to Parliament immediately after its meeting on and we are therefore compelled to state, that if the deposit be not paid, and the Parliamentary contract signed, on or before the instant, the shares will be re-allotted. (a)

(a) See remarks ante.

The solicitors will furnish to any distant subscriber the form of

a power of attorney, authorizing the execution of the Parliamentary

contract.

Provisionally registered pursuant to 7 & 8 Vict. c. 110.

Capital, £

No. of letter,

No. of shares,

Offices,

each. Deposit,

Deposit, £

Sir,

The Provisional Committee of Directors of having, at your request, allotted you

capital stock of the undertaking, I am directed to per share, amounting to

that the deposit of £

must be paid on or before instant, to the

or to

London, 184.

company

shares in the inform you

next, the

day of

(or to one of the

undermentioned bankers) either of whom will give a receipt for the same on account of the company.

The receipt will not be transferable, and must be exchanged for a certificate of scrip, which will be granted upon the due execution of the subscribers' agreement and Parliamentary contract, without which no person will be recognised as a subscriber, or be entitled to any interest in the undertaking.

I am, sir, &c.

Bankers,

Secretary.

N.B. This receipt will not be transferable,* and must be exchanged for a certificate of scrip, which will be granted upon the due execution of the subscribers' agreement and Parliamentary contract, without which no person will be recognised as a subscriber or be entitled to any interest in the undertaking.

Another Form.

Railway.

(Provisionally Registered.)

Shares: £25 each.-Deposit £1. 78. 6d. per share.

Sir,

you

London

Pursuant to your request the committee have allotted shares in this undertaking, and I am directed to request that you will pay the deposit thereon, on or before inst., to one of the company's bankers, named below, who upon payment thereof, will sign the receipt at foot.

After that day you must produce this letter, if resident in London, on or before the

day of

instant, at the office of the company as above; and if, resident in the country, at the office of the country agents within days after the instant, when you must execute the Par

* A caution of this sort seems very desirable for the security of directors, who, having allotted shares to certain parties after due inquiries, &c., cannot wish that others should be substituted, at least before the execution of the deeds.

liamentary contract and subscribers' agreement, which will be found there, and you will receive scrip certificates for the shares. You will please to observe that the shares are allotted on the strict condition of your paying the deposit, and executing the deeds within the time limited for that purpose: and in default thereof, the shares will be immediately re-allotted.

Notice of the time at which the deeds will lie for signature in the country, will appear in the local papers; and any parties living at a distance, will be supplied on request with the form of a power of attorney, authorizing the execution of the deeds. I am, Sir, your obedient servant,

Received of the provisional committee of the railway the sum of

to account for on demand.

Secretary.

Signature of bankers.

The letters of allotment having been issued, it becomes desirable, as soon as possible, to collect and organize the company by means of instruments executed by all the subscribers. Parliamentary companies are usually regulated by two deeds, termed the subscribers' agreement, and Parliamentary contract. With reference to the state of things before the execution of these deeds, it is perhaps scarcely necessary to say that the provisional committee, or directors, or those persons whoever they may be, who hold themselves out as managers of the company, employ servants or give orders, will be liable for all disbursements for goods purchased, salaries of officers, &c. unless the parties contracting with them expressly agree not to look to them but to be paid out of some particular fund. Moneypenny v. Hartland, 1 C. & P. 352. Kerridge v. Hepe, 9 C. & P. 200. Bell v. Francis, 9 C. & P. 66. As to what amount of interference with the affairs of the company may be sufficient to fix a party as a shareholder who has not signed any deed, see Harrison v. Heathorn, 6 Scott's N. R. 735. In that case it appeared that the defendant had attended a special meeting of a company, which had been called by circular at the office of their solicitor. In the minute of the meeting, the names of the several shareholders were inserted, with the number of shares each person held placed opposite his name, and amongst others was the defendant's with one share opposite to it. Important business was transacted at the meeting, that of confirming the sale of one mine, and empowering the directors to sell another, and the providing for the payment of bills, forming the subject of the agreement on which the action was brought. It was proved that the minutes had been read to the assembled shareholders. It was not shewn that the defendant had signed any deed or been

present at a subsequent meeting when the agreement respecting the bills on which the action was brought was entered into by the directors. These circumstances were considered sufficient to fix him as a shareholder. (See also Steigenberger v. Carr. 3 M. & G. 191. Oatey v. Bourne, Hawken v. Bourne, 8 M. & W. 702; 10 Law J., N. S. Exch. 361; Perring v. Hone, 4 Bing. 28. Dickenson v Valpy, 10 B. & C. 128.) The latest cases respecting the liability of railway committee-men are Law v. Wilson, (June 1846,) before Parke, B. 7 Law Times, 245; Banks v. Goode, before Pollock, C. B., 7 Law Times, 286; Lambert v. Knill before Wightman, J. id. 409; Webb v. Watts. before Cresswell, J. id: Parrett v. Blunt, id. 287; Bartlett v. Lambert, 10 Jurist, 416; Wilson v. Stanhope, id. 421; Mc Intosh v. The Midland Counties Railway Company, 5 Law Times, 537; Lewis v. Billing, (July, 1846,) 7 Law Times, 337; Parsons v. Spooner, 4 Railway Cases, 163; 15 L. J., N.S. Canc. 155; Sheridan v. Whitington, 7 Law Times, 433, (Aug. 6, 1846;) and see actions for the recovery of deposits post. See as to a shareholder losing his right of interfering with the management of the Company, Doyle v. Muntz (July, 1846,) Canc. 7 Law Times, 386.

Persons associating together to procure an act of Parliament enabling them to carry on a certain undertaking are deemed partners, and as such cannot sue each other for work or labour done, or goods supplied for the undertaking. A surveyor or engineer, for example, who holds a share, cannot sue for recompense for his time and trouble, unless some special agreement have been entered into. (Holmes v. Higgins, 1 B. & C. 74; 2 D. & R. 196. See Bovile v. Hammond, 6 B. & C. 149; Goddard v. Hodges, 1. C. & M. 33; 3 Tyr. 209, S. C. Harvey v. Kay, 9 B. & C. 356. Parkyn v. Fry, 2 C. & P., 311; and Milburn v. Codd, 7 B. & C. 419. Sadler v. Nixon, 5 B. & Ad. 936; 3 Nev. & M. 258, S. C. Edger v. Knapp, 5 M. & G. 753. Pearson v. Skelton, 1 M. & W. 504. But see Brierly v. Cripps, 7 C. & P. 709; and Wilson v. Cutting, 10 Bing. 436.)

Care should be taken not to allot more shares than will be ultimately registered; for, if this be done, the directors will be liable to an action at the suit of the holder of letters of allotment, receipts, or scrip, as the case may be, for not registering him as a shareholder. (Daly v. Thompson, 10 M. & W. 309, ante.) If the company break up before the execution of the subscribers' agreement or Parliamentary contract, the subscribers may generally recover the amount of deposit paid. (Nockells v. Crosby, 3 B. & C. 814. Kempson v. Saunders, 4 Bing. 5. Watkins v. Huntley, 9 C. & P. note. The late cases on this subject decided in 1846 are Walstab v. Spottiswoode, 15 L. J., N.S. Exc. 193. 10 Jurist 460, 498. Wonter v. Sharp, (June 1846) -7, Law Times. 287. Smith v. Newcomb, Lincoln Ass. coram Patteson, J. 7, Law Times, 370. In these cases, Nockells v. Crosby, and Kempson v. Saunders, were fully recognized and acted upon.