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the company by its servants, wrongfully, vexa- | gate :-Held (per Kelly, C.B., and Cleasby, B.). tiously and maliciously did certain acts (describ- that the nonsuit was wrong; and per Braming them) with a view to, and which in the result did, obstruct and annoy the plaintiff in the conduct of a similar trade :-Held, that, as the acts complained of were connected with the object and purpose for which the company was incorporated, the company was responsible. Ib.

For fraudulently Trading in Name of Another.]-Quære, if an action will lie against a trading corporation for fraudulently carrying on a business under the same name as that under which another traded, in order to induce persons to believe that the business of both was the same. Lawson v. Bank of London, 18 C. B. 84; 25 L. J., C. P. 188; 2 Jur. (N.S.) 716; 4 W. R. 481.

For Acts of Agents-Scienter.]-With respect to questions of scienter, there is no difference between a corporation and an individual; and whatever is notice to a person competent to receive it is notice to the corporation. Stiles v. Cardiff Steam Navigation Co., 33 L. J., Q. B. 310; 10 Jur. (N.s.) 1199; 10 L. T. 844; 12 W. R. 1080.

A person, innocently and without negligence, went on to the premises belonging to a corporation, where he was bitten by a dog which was chained in a place in which it could not be seen; the dog had previously bitten a person, as was known to some of the servants of the corporation, but those servants had no control over its affairs, or over the dog-Held, that, assuming the corporation knew the dog was a mischievous one, and accustomed to bite, the corporation would be liable in an action brought by the person bitten; but that there was no evidence to show that the corporation had such knowledge, and that, in the absence of such evidence, the action was not maintainable. Ib.

well, B., that the nonsuit was right; and that no action for malicious prosecution would lie against the railway company, for a corporation aggregate is in law incapable of acting maliciously. Henderson v. Midland Ry., 24 L. T. 881; 20 W. R. 23.

An action for malicious prosecution does not lie against a corporation aggregate, a corporation aggregate being incapable of malice or motive. Abrath v. North-Eastern Ry., 55 L. J., Q. B. 457 ; 11 App. Cas. 247; 55 L. T. 63; 50 J. P. 659-Per Bramwell, Lord.

An action for a malicious prosecution will lie against a corporation. Sterens v. Midland Counties Ry. (supra) not followed. Edwards v. Midland Ry., 50 L. J., Q. B. 281; 6 Q. B. D. 287; 43 L. T. 694; 29 W. R. 609; 45 J. P. 374. S. P., Kent v. Courage & Co., 55 J. P. 264, per Pollock, B.

For Breach of Trust.]-A municipal corporation was trustee of a charity. It permitted its town clerk to receive and retain the trust moneys, instead of applying them to the purposes of the trust-Held, that the corporation and the town clerk were liable for the breach of trust. Att.-Gen. v. Leicester Corporation, 7 Beav. 176.

be guilty of fraud, but where it can only accomFor Frauds.]-A corporation of itself cannot plish the object for which it was formed through the agency of individuals who act fraudulently, the corporation stands in the same situation with respect to the conduct of its agents as a private person would have stood, had his agent so misconducted himself. Ranger v. G. W. Ry., 5 H. L. Cas. 72.

An action for deceit will lie against a corporation for the fraud of its agent, acting within the scope of his authority, where the corporation takes any benefit from such fraud. Mackay v. ComFor False Imprisonment.]-A railway commercial Bank of New Brunswick, 43 L. J., P. C. pany, though a corporation, is liable in an action 31; L. R. 5 P. C. 394; 30 L. T. 180; 22 W. R. for false imprisonment, if that imprisonment is 473. committed by its authority; such authority need not be under seal, but it lies upon the plaintiff to give evidence justifying the jury in finding that the persons actually imprisoning him, or some of them, had authority from the company to do so. Goff v. G. N. Ry., 3 El. & El. 672; 30 L. J., Q. B. 148; 7 Jur. (N.s.) 286; 3 L. T. 850. See Eastern Counties Ry. v. Broom infra.

For Malicious Prosecution.]-An action for a

malicious prosecution cannot be brought against a corporation, as such an action requires the existence of malice, and a corporation cannot have malice. Per Alderson, B.: Stevens v. Midland Counties Ry. 10 Ex. 352; 2 C. L. R. 1300; 23 L. J., Ex. 328; 18 Jur. 932. But see, as to this case, Bank of New South Wales v. Owston, 48 L. J., P. C. 25; 4 App. Cas. 270; 40 L. T. 500; and Edwards v. Midland Ry., infra.

A man was arrested on a warrant issued on the sworn information of an officer employed by an incorporated railway company on a charge of theft; he was taken before a magistrate and remanded for a week at the request of an attorney employed by the company; he was ultimately discharged. At the trial of an action for malicious prosecution, the plaintiff denied that he was guilty of the theft; and the judge nonsuited. The company was a corporation aggre

For Distress.]-A corporation is liable in tort for the tortious act of its agent, though not appointed by seal, if such act is an ordinary service, such as a distress, professedly made under a statute for a debt due to the corporation; and a jury may infer the agency from an adoption of the act by the corporation, as from having received the proceeds of the seizure. Smith v. Birmingham Gas Co., 1 A. & E. 526; 3 N. & M. 771; 3 L. J., K. B. 165.

For Trespass.]-An action of trespass lies against a corporation aggregate for an act done by its agent within the scope of his authority; and it is not necessary to show the appointment or authority of the agent under the seal of the corporation. Maund v. Monmouthshire Canal Co., 4 Man. & G. 452; 3 Railw. Cas. 159; Car. & M. 606; 2 D. (N.S.) 113; 5 Scott (N.R.) 457; 11 L. J., C. P. 317; 6 Jur. 932.

For Assault.]-If a servant of a corporation aggregate commits an assault by the authority of the corporation, an action of trespass for assault and battery may be maintained against the corporation. Eastern Counties Ry. v. Broom, 6 Ex. 314; 20 L. J., Ex. 196; 15 Jur. 297-Ex. Ch.

If an assault is committed on behalf and for

the benefit of a corporation aggregate, the corporation may ratify the act of the agent; and if they do so they render themselves liable to an action of trespass for the assault. Ib.

For Maintenance.]-A corporation in liquidation, as distinct from the liquidator thereof, is incapable of maintenance. Metropolitan Bank v. Pooley, 54 L. J., Q. B. 449; 10 App. Cas. 210; 53 L. T. 163; 33 W. R. 709; 49 Ĵ. P. 756

If a servant of a railway company, acting on behalf of the company, assaults and imprisons a-H. L. (E.) passenger to compel him to pay his fare for riding in a carriage of the company, the act of the servant is one which may be for the benefit of the company, and may be ratified by them. Ib.

For Conversion.]-Trover lies against a corporation; and if it is essential to their conversion of the property, as the detainer of bank-notes by the Bank of England, that they should have authorised it under their seal, such authority will be presumed after verdict. Yarborough v. Bank of England, 16 East, 6; 14 R. R. 272.

Trover for quicks and plants against a railway company. On the trial the judge ruled that there was sufficient evidence of a conversion by the company. To this ruling the company excepted. Verdict for the plaintiff. A bill of exceptions set forth the whole evidence. By this it appeared that the plaintiff was a contractor, planting hedges for the company at one of their stations, and was owner of live thorns which had been by leave of F., who was the general superintendent of the company, placed in a piece of ground belonging to the company, and close to the station. The plaintiff demanded these thorns from the stationmaster, and was referred to F., who, professing to act for the company, refused to let the plaintiff remove them. It did not appear when or under what circumstances the thorns were brought to the station-Held, that it is the duty of a company carrying on trade to have on the spot an officer with authority to do for the company all that, in the ordinary exigencies of their business, might require to be done promptly; that in this respect there is no difference between an ordinary partnership and a corporation; that there was sufficient evidence that F. had authority to this extent from the company; and that it was not necessary to show any authority under seal. Giles v. Taff Vule Ry, 2 El. & Bl. 822

Ex. Ch.

Held, also, that to give up, or refuse to give up, on demand, goods left with the company, in the course of their trade as carriers, was an act within the scope of such authority; and that these thorns were so left, and therefore there was evidence of a conversiou by the company. Ib.

For Money Wrongfully Received.]-An action lies against an aggregate corporation to recover money which has been wrongfully received by the corporation. Hall v. Swansea Corporation, 5 Q. B. 526; D. & M. 475; 13 L. J., Q. B. 107; 8 Jur. 213.

Penalties-Merchant Seamen Society.]— The 7 & 8 Vict. c. 112, relating to merchant seamen, is an act relating to trade or navigation, therefore all penalties recovered under it are by virtue thereof payable to the Merchant Seamen Society, and are within the proviso of 5 & 6 Will. 4, c. 76, s. 126, which disentitles certain boroughs to penalties recovered under any act relating to trade or navigation. Seamen's Hospital Society v. Liverpool Corporation, 4 Ex. 180; 18 L. J., Ex. 371.

For Negligence.]-The Trinity House was incorporated by charter in the reign of Henry 8, for the purpose, inter alia, of ordering and erecting lighthouses, beacons, and buoys. Its powers were extended by several charters and statutes, until it became the general lighthouse authority for England and Wales. By the Merchant Shipping Act, 1854, s. 389, the superintendence and management of all lighthouses, buoys, and beacons in England and Wales, and certain other places, were, with certain objections, vested in the Trinity House :-Held, that the Trinity House was not a department of State, so as to be exempt from liability for negligence of its servants. Gilbert v. Trinity House Corporation, 56 L. J., Q. B. 85; 17 Q. B. D. 795; 35 W. R. 30.

A beacon erected by and vested in the Trinity House, having been nearly destroyed, a stranger applied to the Trinity House, and obtained leave to remove the remains of it. He removed part of the remains, but left an iron stump standing up above a rock under the water. struck against the iron stump and was lost :— Held, that the Trinity House was liable.

A vessel

Ib.

The R., which was anchored in F. outer-harbour, having to be beached in the inner harbour, S., the harbour-master, directed the master of the R. where to beach her. Before the R. left the outer harbour, S. came on board, although a Trinity House pilot was in the vessel, and when she had arrived near the place where she was to be beached gave directions as to the lowering of her anchor. The R. overran her anchor and grounded on it, sustaining damage. In an action against the harbour commissioners and S., the court found as a fact that there was negligence on the part of S., and that the place where the R. grounded was outside the jurisdiction of the harbour commissioners :-Held, that the duties of the harbourmaster comprised directions as to the mooring and beaching of vessels: that by giving directions when he went on board, S. had resumed his functions as harbour-master, and that he and the commissioners were therefore liable for the damage done to the R. The Rhosina, or Edwards v. Falmouth Harbour Commissioners, 54 L. J., P. 72; 10 P. D. 131; 53 L. T. 30; 33 W. R. 794; 5 Asp. M. C. 460—C. A.

By act of parliament, 26 & 27 Vict. c. 89, the harbour of B. was vested in the defendants, the limits were defined, and the defendants had jurisdiction over the harbour of P. and the channel of P. beyond those limits, for the purpose of, inter alia, buoying "the said harbour and channel," but they were not to levy dues or rates beyond the harbour of B. By 42 & 43 Vict. c. 146, a moiety of the residue of light duties to which ships entering or leaving the harbour of P. contributed, was to be paid to the defendants, and to be applied by them in, inter alia, buoying and lighting the harbour and channel of P. A vessel was wrecked in the channel of P., which under the Wrecks Removal Act, 1877 (40 & 41 Vict. c. 16), s. 4, the defendants had power to, and did partially remove. wreck not removed was not buoyed, and the plaintiff's vessel was in consequence wrecked :-Held, that the statutes imposed upon the defen

The

dants an obligation to remove the wreck from the channel, or to mark its position by buoys, and that, not having done so, they were liable in damages to the plaintiff. Dormont v. Furness Ry., 52 L. J., Q. B. 331; 11 Q. B. D. 496; 49 L. T. 134; 5 Asp. M. C. 127; 47 J. P. 711. See also Reg. v. Williams, 53 L. J., P. C. 61; 9 App. Cas. 418; 51 L. T. 546.

A municipal corporation employing workmen to lay down gas pipes in the borough is responsible for the negligence of the persons employed. Scott v. Manchester Corporation, 1 H. & N. 59; 26 L. J., Ex. 132. Affirmed on appeal, 2 H. & N. 204; 26 L. J., Ex. 406; 3 Jur. (N.S.) 590; 5 W. R. 598-Ex. Ch.

A corporation of a town caused a washhouse to be erected, with a wringing machine, under the Baths and Washhouses Act (9 & 10 Vict. c. 74), which vests such houses in the corporation, the actual management being in the council, the members of which are not to be personally liable. The wringing machine was originally intended to be worked by hand, and being worked by steam, a projecting handle was needlessly retained, which went round with great rapidity, and had no protection. Those who used the washhouse paid for the use of it, and a female using the machine, without negligence on her part, was caught by the handle when thus revolving, and was injured-Held, that the corporation was liable to an action for the injury. Cowley v. Sunderland Corporation, 6 H. & N. 565; 30 L. J., Ex. 127; 4 L. T. 720 ; 9 W. R. 668.

The principle on which a private person or a company is liable for damages occasioned by the neglect of servants, applies to a corporation which has been intrusted by statute to perform certain works, and to receive tolls for the use of those works, although those tolls, unlike the tolls received by the private person or the company, are not applicable to the use of the individual corporators or to that of the corporation; but are devoted to the maintenance of the works, and, in case of any surplus existing, the tolls themselves are to be proportionably diminished. Mersey Docks v. Gibbs, 11 H. L. Cas. 686; 35 L. J., Ex. 225; L. R. 1 H. L. 93; 12 Jur. (N.S.) 571; 14 L. T. 677; 14 W. R. 872.

if the defective state in which the drain was, arose from the operation of the weather, or wear and tear, it having been properly constructed originally, they were not liable. Verdict for defendants:-Held, on the motion for a new trial. that as regards (b) there was misdirection. The barrel drain was not only made by the defendants, but the sole control and management of it were by the statute vested in them. By reason of their construction of that drain and their neglect to repair it, whereby, as an indirect but natural consequence, the dangerous hole was formed, which was left open and unfenced, they caused a nuisance in the highway for which, whatever their statutory obligation to repair may have been, they were liable to an indictment, and also to an action by the plaintiff, who had sustained direct and particular damage from their breach of duty. Bathurst Borough v. Ma pherson, 48 L. J., P. C. 61; 4 App. Cas. 256; 41 L. T. 778-P. C.

In the case of Boards of Health.]-See LOCAL GOVERNMENT.

In the Metropolis.]-See METROPOLIS.

Power of Commissioners, incorporated under Drainage Act, to levy a Rate for Construction of New Works-Damages for Negligently constructing included in Power.]--See Reg. v. Selby Dam Commissioners, col. 633.

Judgment against Drainage Board in Action by Contractor for extra Works-No Power to levy Rate to satisfy Judgment.]-See Reg. v. Tramore Drainage Board, col. 633.

For Non-Repair.]-If a party sustain damage from the overflowing of the sea, in consequence of the non-repair of sea-walls which, by the terms of their charter, a corporation is bound to repair, he may maintain an action against the corporation for compensation. Henly v. Lyme Regis Corporation, 5 Bing. 91; 6 L. J. (o.s.) C. P. 222; 30 R. R. 542.

An action lies against a corporation for not repairing a creek into which the tide of the sea flowed and reflowed (but not saying it was a navigable river), as from time immemorial they had been used; and saying "as from time immemorial they had been used," is well enough, without alleging that they were bound, ratione tenure, or other special cause. Lynn v. Turner, Cowp. 86.

Prescription.]-A corporation may be liable to repair the banks of a river by prescription. Anon., Lofft, 556.

Statute of Limitation.]-A corporation shall have the benefit of the Statute of Limitation as well as any private person. Wych v. East India Co., 3 P. W. 310.

For Nuisance on Highway.]-The municipality of B., incorporated under New South Wales Acts, No. 13 of 1858 and No. 12 of 1867, and having thereunder the care, construction, and management of the roads and streets within their municipality, constructed therein a barrel drain into which ran an open drain, the brickwork of which having broken away, and not having been repaired, a hole was caused, into which the plaintiff's horse fell. In an action claiming damages against the municipality (a) for negligence in constructing the street; (b) for negligence in keeping and maintaining the street, and not repairing the drain, gutter, or sewer in the said street (plea the general issue), Foreign Attachment.]-A corporation carrythe chief justice directed the jury that the de-ing on business within the city of London is not fendants, under their act of incorporation, were liable to the process of foreign attachment issunot liable for the result of any mere non-ing out of the mayor's court. London Joint feasance; that if they thought fit to construct Stock Bank v. London Corporation, 1 C. P. D. a sewer, and did the work in so negligent a 1; 45 L. J., C. P. 213; 33 L. T. 781. Affirmed manner as to bring about the accident, they on other grounds, 5 C. P. D. 494; 42 L. T. 747; were liable for that misfeasance; but if they 28 W. R. 696-C. A. constructed the sewer properly in the first instance and it became defective afterwards they

Attachment.]-An attachment does not lie

were not bound to repair it; and further, that | against a corporation for non-performance of an

VOL. IV.

21

award.

Mackenzie v. Sligo and Shannon Ry., | In 1740, by reason of judgment of ouster against

9 C. B. 250.

Where a company was authorised by statute to sue and be sued by their treasurer, who was to incur no personal liability, and two actions against and by the treasurer had been referred to arbitration, a motion for attachment against the treasurer for non-payment of the damages and costs awarded was refused, but a mandamus to him to pay was granted. Corpe v. Glyn, 1 L. J., K. B. 272.

In Name of Treasurer for time being.]-Where a former treasurer of guardians of the poor had been compelled to pay money which the then guardians ought to have paid, it was held that the private act under which the guardians acted constituted them a corporation for some purposes, and that such former treasurer could sue the guardians who had succeeded to office in the name of their present treasurer for money paid. Jefferys v. Gurr, 2 B. & Ad. 833; 1 L. J., K. B. 23,

In Name of Governing Body for time being.] -If a corporation cannot be made a party to a record in consequence of the non-appointment of officers, the governing body for the time being will sufficiently represent the existing interest. Daugars v. Rivaz, 29 L. J., Ch. 685; 6 Jur. (N.S.) 854; 8 W. R. 225.

Corporation Books and Records.]—See EVIDENCE DOCUMENTARY; AND DISCOVERY — INSPECTION OF PUBLIC DOCUMENTS.

all the existing members of the corporation, it became incapable of continuing itself, and there was no mayor or alderman till 1763, when a new charter of incorporation was granted to the borough, by which all the former rights, liberties, and fisheries were ratified, confirmed, and restored to the new corporation :-Held, that there had been no entire dissolution of the corporation, and that, by virtue of the new charter of incorporation, the revived one became owner of all the former franchises, and were entitled to the fishery. Colchester Corporation v. Brooke, 7 Q. B. 339; 15 L. J., Q. B. 173; 10 Jur. 610. Land Reverts to Donor on.]-See Att.-Gen. v. Gower, col. 632.

IX. BY-LAWS.

And see ante, A. X. col. 619.

a. POWER OF MAKING.

Inconsistent with Charter.]-A corporation by charter cannot make by-laws inconsistent with the intention, or counteracting the directions of the charter. Rex v. Cutbush, 4 Burr. 2204.

A company without any power by its charter may of course make by-laws; but if it has a particular power to make by-laws for the management of its trade, it cannot make by-laws for carrying on projects foreign to the affairs of the company. Child v. Hudson's Bay Co., 2 P. W. 207.

All by-laws made by corporations must be consistent with, and subordinate to, their conAs to Liability on Contracts.]-Sec cases, stitution by charter. Hoblyn v. Rex (in error), post, B. X. col. 653. 2 Bro. P. C. 329.

As to Liability to Criminal Proceedings.]-v. See CRIMINAL LAW, A. I. l'ersons capable of Committing Offences. 4. Corporations.

VIII. DISSOLUTION.

The King may, at his discretion, seize the franchise of a corporation guilty of an offence amounting to a forfeiture. Rex v. Ponsonby, 1 Ves. J. 85 Bro. P. C. 287. And see Bagg's case, 11 Cob. 93.

The King cannot by his prerogative destroy a corporation. Rex v. Amery, 2 Term Rep. 515; 1 Term Rep. 575; 2 Bro. P. C. 336; 1 Anstr. 178; 1 R. R. 306, 533. But see S. C., 4 Term Rep. 122.

What Amounts to.]-When an integral part of a corporation is gone, and the corporation has no power of restoring it, or of doing any corporate act, the corporation is so far dissolved that the crown may grant a new charter. Rex v. Pasmore, 3 Term Rep. 199; 1 R. R. 688.

The major part of an integral part of a corporation whose attendance is required at the election of officers being gone, it operates as a dissolution of the whole corporation, which has thereby lost the power of holding corporate assemblies for the purpose of filling up vacancies, and continuing itself. Rex v. Morris, 3 East, 213; 4 East, 17.

A right of free fishery was granted to a borough, by a charter of Richard I., which recited a previous enjoyment of the franchise by the borough.

See also Rex v. Tucker, col. 628; and Reg. Darlington School, col. 647.

To incur a Forfeiture.]—A corporation created by letters-patent, with a power of making bylaws, cannot make any laws to incur a forfeiture. Kirk v. Nowill, 1 Term Rep. 118; 1 R. R. 160.

Neither can a corporation created by an act of parliament, unless such a power is expressly given. Ib.

Incident to whole Body.]-The power to make by-laws is incident to the whole body of every corporation; and, therefore, if a charter gives to a select body a power to make by-laws touching certain matters therein specified, that does not take away from the body at large their incidental power to make by-laws touching other matters not specified in the charter. Rex v. Westwood, 2 Dow & Cl. 21; 4 Bligh (N.S.) 213; 7 Bing. 1; 7 D. & R. 267; 4 B. & C. 781.

Repeal.]-Every by-law may be repealed by the same body which made it. Rex v. Ashwell, 12 East, 22.

The rule is that a corporation has power to make by-laws; it is strange, therefore, to go into equity, to execute the private statutes of a foundation under a charter. Where such statutes do not appear to have been observed in any one instance, a court of law will presume a subsequent by-law to repeal and alter them. Att.-Gen. v. Myddleton, 3 Ves. 330.

Effect of a general Power.]-Where a com

mission had issued under the great seal to inspect the management of the governors of a free grammar school, and power was given to the commissioners to make by-laws, it was held that such power must be taken to be to make by-laws for the better regulating and preserving the charity; and that, if the commission gave any larger power, it would be void only pro tanto. Eden v. Foster, 2 P, W. 325.

Where two Governing Bodies Regulation making an absolute Privilege Conditional— Notice.]-When in any trading corporation by prescription there is one governing body which has been used to make general orders, and another which has been used to regulate the business of the corporation, but which does not appear to have exercised the power of making general orders, it is questionable whether the latter body has power to make a general order imposing on their members conditions under which they are to hold advantages secured to them by general orders made by the other governing body. Semble, that the one has rather a legislative and the other an executive province; the latter having only power to regulate in particular cases, not to make a general regulation. Hills v. Hunt, 2 C. L. R. 1781; 15 C. B. 1.

If by such a general order a regulation is made, laying down a condition on which the members are to enjoy an advantage they possess under general rules of the corporation, and on breach of which they are no longer to enjoy it, although it may be doubtful whether such a case is governed by all the principles of law which apply to by-laws imposing penalties or forfeiture, the order or rule will be invalid, because unreasonable and unjust, unless distinct notice of its terms is given by the governing body which issues it, to all the members of the corporation who are affected by it. Ib.

b. VALIDITY.

Providing Dinners.] In a company constituted by letters patent, with power to make reasonable by-laws, a by-law for the steward to provide a dinner for certain members of the company on Lord Mayor's day, with an allowance for so doing, or to pay a fine of 201., or excuse himself by swearing he is not worth 3007., is a bad by-law. Carter v. Sanderson, 5 Bing. 79; 2 M. & P. 164; 6 L. J. (0.s.) C. P. 232.

So a by-law made by a prescriptive company of the city of London (with power under letters patent to make by-laws and fine for breach of them), that on the day of the election of the master and wardens of the company, in which the freemen had no voice, two of the freemen should provide a dinner for all the members of the company, and pay out of their own pockets such expenses as should be incurred beyond a sum allowed for the purpose, or be fined in default, is a bad by-law. Scriveners Co. v. Brooking, 2 G. & D. 419; 3 Q. B. 95; 11 L. J., Q. B. 169; 6 Jur. 835.

Imposing Fines.]-Where the master, wardens and assistants of a corporation were authorised by their charter to make by-laws with penalties to the use of the corporation, a by-law imposing a fine on anyone of the livery refusing to take npon himself a certain office, and reserving the penalty to the master and wardens only for the time being, for the use of the corporation, is valid. Graves v. Colby, 1 P. & D. 235; 9 A. & E. 356; 1 W., W. & H. 705; 8 L. J., Q. B. 57.

A by-law of a company incorporated by royal charter may be enforced by a penalty of "51. to the use of the company, or less, at the pleasure and discretion of the company, so it be not under 40s." Piper v. Chappell, 14 M. & W. 624; 9 Jur. 601.

A by-law imposing a fine must be clear and unambiguous. Foster v. Moore, 4 L. R., Ir. 670. A by-law of a corporation founded on a custom to exclude foreigners, and authorising a distress for a penalty in case of a breach of the by-law, without a previous demand or refusal of such penalty, was bad. Davies v. Morgan, 1 C. & J. 587; 1 Tyr. 457; 9 L. J. (0.s.) Ex. 153.

make restrictions upon its stock, viz. that such stock shall first be liable to pay the debts due to the company from its own members, or answer calls upon the stock. Child v. Hudson's Bay Co., 2 P. W. 207.

Under Seal.]-A gas-light company was incorporated by an act of parliament, which provided that eighteen shareholders should be directors, and, as such, should use the common seal, manage the affairs of the company, lay out money, purchase lands, and make contracts for lighting, and for the sale of materials. The company was empowered to make by-laws under seal for its For Forfeiture on Non-Payment of Calls.] government, and for regulating the proceedings-Hudson's Bay Company might by its by-laws of the directors, officers, servants, &c. At a meeting of the company, a resolution was passed, not under seal, that a remuneration should be allowed to every director for his attendance on courts:-Held, that a director who had attended courts could not maintain an action for payments according to the resolution; for that it was not a by-law within the statute, nor a contract (if uch could have been available) to pay the directors, or any of them, for their attendances, and the directors could not be considered as servants to the company, and, as such, entitled to remuneration for their labour according to its value. Dunston v. Imperial Gas Co.,3 B. & Ad. 125; 1 L. J., K. B. 49.

How to be Exercised.]-By-laws made under statutory powers held not to be binding until made, confirmed, and published as by-laws in the manner prescribed by the statute. London Association of Shipowners v. London and India Docks, 62 L. J., Ch. 294; [1892], 3 Ch. 242; 67 L. T. 238-C. A.

So a by-law of the company to seize a member's stock for a debt due from a member to the company, is good; but if the debt be not due to the company, but to its trustees, then the by-law will not extend to it. Ib.

A by-law of an incorporated company for water works provided that the members, after notice of default in paying a call, should pay in ten days from a service of such notice, or incur a forfeiture. Plaintiff made default, alleging his ignorance of the call and absence from town when the notice was sent :-Held, that he shall not be relieved against this forfeiture. Sparks v. Liverpool Waterworks Co., 13 Ves. 428.

Limiting Discretion given by Charter to remove Master of School.]-Queen Elizabeth,

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