NOTES OF SOME EDITIONS CITED, AND

ABBREVIATIONS.

Buckley on the Law and Practice under the Companies Acts, 4th Ed., is cited as "Buckley."

Dart's Vendors and Purchasers, 5th Ed., 1876, is cited as "Dart, V. P."

Law Reports. The Chancery Appeal cases and the Equity cases are cited as "Ch." and "Eq." simply.

Law Reports: New Series. In citing these reports the notation Div. (e.g., 1 C. Div.) denotes a decision of the Court of Appeal, while the decisions of the Courts of first instance are referred to as 1 C. D., 2 Q. B. D. and the like.

The 4th Ed. of Mr. Justice Lindley's work on Partnership and Companies.

The 2nd Ed. of Mr. Pollock's work on Partnership.

Seton on Decrees, 4th Ed., 1877–1880.

The Companies Act, 1862 (25 & 26 Vict. c. 89) is sometimes cited as "the Act of 1862" and "the Act."

The Companies Act, 1867 (30 & 31 Vict. c. 131) is sometimes cited as "the Act of 1867."

The Companies Acts, 1862 and 1867, are sometimes cited as "the Acts of 1862 and 1867."

The Joint Stock Companies Arrangement Act, 1870 (33 & 34 Vict. c. 104) is sometimes cited as "the Act of 1870.”

The Companies Act, 1877, is sometimes cited as "the Act of 1877."

The Rules of the Supreme Court, 1883, are sometimes referred to as the Rules of 1883," and sometimes thus, "Order

r.—."

In citing orders reference is made to the books kept by the Registrars of the High Court, as in Seton.

ADDENDA AND ERRATA.

Page 66.-See London Financial Association v. Kelk, W. N. 1884, 67, as to construction of objects.

83.-In Form 44 omit the word "other."

96.-Line 20 from bottom, read "generation" for "generative."

125.-France v. Clark, now reported in 32 W. R. 466; 5 L. T. 1.

134.-Isle of Wight Ry. Co. v. Tahourdin, now reported in 25 C. Div. ; 50 L. T. 131.

141.-Clause 84: Add reference to York Tramways Co. v. Willows, 8 Q. B. D. 685.

142.-Brett's Case, now reported in 25 C. Div. 283.

172.-C. Denham & Co. is reported in 32 W. R. 487.

234 et seq.-Smith v. Chadwick, affirmed by House of Lords, W. N. 1884, 49.

262.-Brocklehurst v. Railway Printing Co., W. N. 1884, 70; 28 S. J. 358; 76 L. T. 353, as to operation of Bills of Sale Act, 1882, on debenture trust deed.

372.-Last line, read "the" for “this.”

409.—Elkins v. Capital Guarantee Soc. was before the Ct. of Appeal,

11 Jan., 1884. In line 23 from top, insert "order" after supervision.

508.-Re Milan Tramways Co., now reported in 25 C. Div. 587.

COMPANY

PRECEDENTS.

AGREEMENTS.

INTRODUCTORY NOTES.

contract usual

BEFORE commencing business, a company, in most cases, adopts, or Preliminary enters into a "preliminary contract" for the purchase of a specific property, e.g., a mine, a patent, a business, a concession, or an estate, and several of the following forms of agreement are precedents of such contracts. Where there is to be a preliminary contract, one or other of the following plans is usually adopted :

PLAN 1.-Before the incorporation of the company, the promoters Plan 1. procure the owner of the property to enter into an agreement with some person, on behalf of the intended company, for the sale of the property to the company upon certain terms and conditions. The memorandum and articles of association of the company are settled, with the concurrence of the vendor and of the promoters, contemporaneously with this agreement. In the articles is inserted a clause referring to the agreement [see infra, Form 117, cl. 3], and authorising the directors to adopt and carry it into effect. The memorandum and articles are then registered, and the registrar issues his certificate, whereupon the company becomes incorporated. Shortly after the incorporation the directors hold a meeting at which the preliminary agreement is taken into consideration, and a resolution passed for its adoption. Notice of the adoption is Supplemental subsequently given to the vendor, and in due course the adoption is agreement effected by means of a brief supplemental agreement, to which the executed. vendor, the agent, or trustee, and the company are parties, whereby the original agreement is rendered binding on the company. [See form of such agreement, infra, p. 30.] The adopting agreement is necessary, because it has been held that a company cannot ratify a contract made on its behalf before its incorporation. Empress Engineering Co., 16 C. Div. 125, and see note to Clause 3 of Form 117 and Form 139.

sometimes

PLAN 2. Before the incorporation of the company an agreement, Plan 2. expressed to be made between the vendor and the company, for the sale of the property to the company, is, with the privity of the vendor and the promoters, prepared. The memorandum and articles are at the same