ERRATA. Page 432, note (a), Hall v. Hall, 20 Beav. 139. Page 798, note (c), for 252, read 512. Page 860, note (c), for Crown, read Crum. Page 188, note (c), før Pro read No. Page 212, note (a), for Monach's Trs., read Monach's Creds. v. The Trustee. Page 252, note (a), for Morrin read Morison v. Boswell. Page 252, note (a), for Shirra, etc., read King v. Shirra, 1827, 5 S. 215. Page 501, for Tushey read Tuohey. Page 688, note (b), Struthers is reported as Barr v. Spiers. Page 323, for a charge has been given to,' read a decree has been obtained against. Page 281, note (a), Brown v. Edgley, 1014, read Broom v. Edgley, 1087. OMISSA. Page 272, note (), Ker v. M'Kechnie, 1845, 7 D. 494. Note (c), Buchanan and Co. v. Adam, 1833, N. S. 762; Nisbet v. Taylor's Exrs., 1840, 3 D. 332. At top of page 648 add, but not for attaching such as are declared moveable by statute,' Sinclair v. Staples, 1860, 22 D. 600. ADDEND A. Partnership Articles. Construction of provisions creating a right of pre-emption.-Homfray v. Fothergill, 1866, 1 Law Rep. (Equity) 567. Adoption of Liabilities of an Old Firm by a New. Rolfe and the Bank of Australasia v. Flower and Co., 1866, 1 Law Rep. (Judicial Committee Appeals) 27. Powers of Majorities. To lease company property.-Featherstonhaugh v. Lee Moor Porcelain Co., 1865, 1 Law Rep. (Equity) 318. When a company is formed for working a patent, it is not ultra vires to purchase the patent.-British and Foreign Cork Co. (Leifchild's case), 1865, 1 Law Rep. (Equity) 231. Quasi Partnership. Application of the doctrine that agency is a test of the partnership relation. -Bullen v. Sharp, 1866, 1 Law Rep. (Common Pleas) 86. This case is valuable for the opinions of the judges. Allotment of Shares. Allotment of shares must be made within a reasonable time, otherwise it does not bind the applicant.-Ramsgate Victoria Hotel Co. (Limited) v. Montefiore, 1866, 1 Law Rep. (Exch.) 109. Repudiation of Contract to become a Shareholder. A person who had been induced to take shares in a company on the faith of representations which he afterwards discovered to be false, but who, subsequently to this discovery, instructed his broker to sell the shares, was found not entitled to avoid the contract, and so escape from the liabilities of a contributory in the winding up.-Hop and Malt Exchange and Warehouse Co. (ex parte Briggs), 1 Law Reports (Equity) 483. Who are Contributories. A party who had signed articles of association for twenty-five shares, but had applied for fifty shares and no allotment was made, was found to be a contributory for twenty-five shares only.—Llanharry Hæmatite Iron Co. (Tothill's case), 1865, 1 Law Rep. (Chancery Appeals) 85. A party was found to have become a shareholder by offer and acceptance to take shares, and therefore liable to be made a contributory, but not as to four shares for which he had also made an offer, but in the acceptance relative to which a condition of forfeiture was added, which formed a variance of the contract, and which variance was not agreed to by payment within the prescribed time.-Leeds Banking Co. (Addinell's case), 1865, 1 Law Rep. (Equity) 225. Executors who accept shares must be put on the list in their own and not in their representative character.-Fearnside and Dean's case, 1865, 35 Law Jour. (Chancery) 75. All agreements with directors whereby a shareholder may by payments or otherwise be relieved from liability to become a contributory are invalid.—Agriculturalist Cattle Insurance Co. (Stanhope's case), 1 Law Rep. (Chancery Appeals) 161. Winding up. The 165th section of the Companies Act of 1862, which empowers the Court to compel payment by directors and officers of companies in respect of misfeasance or breach of trust relating to the affairs of the company, does not apply as against the executors of a deceased director.-Re East of England Bank (Feltom's Exrs. case), 1865, 1 Law Rep. (Equity) 219. The Court will not at the instance of contributories interfere with a voluntary winding up under supervision, except where the resolution for winding up voluntarily has been obtained by fraud, or by an inequitable overbearing of the rights of a dissentient minority by improper influence.-Re London and Mercantile Discount Co., 1865, 1 Law Rep. (Equity) 277. Remuneration of Officials. A proposal to give large sums to the chairman and other officials of a railway company which had been dissolved by amalgamation was held to be beyond the powers of the company, which still subsisted for the purposes of winding up, and question whether railway companies have power to apply their revenue in giving their servants compensation for loss of office in consideration of past services.Clouston, etc. v. Edinburgh and Glasgow Ra. Co., 1865, 4 Macph. 207. Meetings of Shareholders. A proposal to vote large sums to officials for long and faithful services held to be business of a nature which could not be entered upon at a half-yearly statutory meeting without special notice.-Clouston, etc. v. Edinburgh and Glasgow Ra. Co., 1865, 4 Macph. 207. Lands Clauses Act. To what extent adjacent lands can be regarded as part of a house. The general principle is, that such only are to be so regarded as would pass under a devise or conveyance of the 'house' without further specification.-Steele v. The Midland Ra. Co., 1866, 1 Law Rep. (Equity Appeals) 275. Compensation for injury to lands by railway vibration. Brand v. Hammersmith and City Ra. Co., 1865, 1 Law Rep. (Queen's Bench) 130. Railway Clauses Act. Level crossings-negligence in respect to. See Stapley v. London, Brighton, and South Coast Ra. Co., 1865, 1 Law Rep. (Exch.) 21; Stubley v. London and North-Western Ra. Co., 1865, 1 Law Rep. (Exch.) 13. Arbitration. In an action against a railway company upon an award of an arbitrator appointed to determine a claim under the Lands Clauses Act, it was pleaded in defence that the award was void by reason of its giving compensation for what was not injuriously affected. It was held on demurrer that the plea was good; in other words, the relevancy of the defence was sustained.-Beckett v. Midland Ra. Co., 1866, 1 Law Rep. Common Pleas, 241. Private Act. Previous agreement allowed to be equitably pleaded in derogation of.—Savin v. Hoylake Ra. Co., 1865, 1 Law Rep. (Exch.) 9. Bye-laws. Bye-laws will be so interpreted as not to bear oppressively on the public, and will only be capable of enforcement in so far as their provisions are reasonable. -Jennings v. Great Northern Ra. Co., 1865, 1 Law Rep. (Queen's Bench) 7; Dearden v. Townsend, 1865, 1 Law Rep. (Q. B.) 10. Inequality of Charges. See Baxendale v. London and South-Western Ra. Co., 1866, 1 Law Rep. (Exch.) 137; Sutton v. South-Eastern Ra. Co., 1 Law Rep. (Exch.) 32; Napier v. Glasgow and South-Western Ra. Co., 1865, 4 Macph. 87. Public Burdens. Amount of deduction to which, in relation to poor-rates, a railway company is entitled in respect of repairs made on the line, etc.-Edinburgh and Glasgow Ra. Co. v. Hall, 1866, 4 Macph. 301. Construction of 5 and 6 Vict. c. 79, in relation to railway passenger trains duty in the case of cheap trains.-Great Western Ra. Co. and Others v. Attorney-General, 1866, 1 Law Rep. (English Appeals) 1. Costs in Winding up. After advertisement, any party entitled to appear and oppose, who does so successfully, is entitled to costs, though he had not been served with the petition. -Re Marlborough Club Co., 1865, 1 Law Rep. (Equity) 216. An order for winding up of a company is notice of discharge to the servants. -Chapman's case, 1865, 1 Law Rep. (Equity) 346. The claim of a lessor, who had leased a quarry to the company for twentyseven years and a half, was ordered to be entered for the value of the future rent, -the order to be without prejudice to any application to dissolve the company; but no order for dissolution to be made without notice to the lessor.-Haytor Granite Co., 1865, 1 Law Rep. (Chancery Appeals) 77. Amalgamation. Amalgamation by special act does not affect clauses of arbitration in previous contracts, or give a new meaning to their provisions.-Re Wansbeck Ra. Co. v. Townsend, 1866, 1 Law Rep. (Common Pleas) 269. Rights of Executors. A husband by the settlement of his deceased wife acquired right to certain shares in a joint-stock company, from which, and the profits of which, his jus mariti had been excluded. These shares he sold to the company. After his death, the executor of the predeceasing wife sued the company for the undivided profits which had accrued during her life, alleging that the company, instead of dividing, had fraudulently concealed them. Averments by the pursuer, which were held sufficient to cover a case in which undivided profits, fraudulently withheld, might be held not to have been incorporated with the shares or transferred with them, and inquiry allowed.-Hunter and Others v. Carron Co. and Others, 1865, 4 Macph. 216. A TREATISE ON THE LAW OF PARTNERSHIP AND JOINT STOCK COMPANIES. INTRODUCTION, CONTAINING AN HISTORICAL SKETCH OF THE LAW OF PARTNER- UNTIL a comparatively recent period, Scotland could not be called a mercantile country. The long continued wars with England, the prevalence of internal dissensions, the pressure of feudalism in its most rigorous form, were causes that combined to check the rising spirit of commercial adventure, and to neutralize the advantages of that insular situation which Scotland as well as England enjoys. Towards the close of the sixteenth century a brighter era began Early traces to dawn over Scotland: her commercial relations with the continent partnerships. of private of Europe began to multiply; and we soon find her carrying on a regular and increasing trade with the Low Countries, but more especially with France. It is at this period that the partnership relation emerges into notice; and soon after, the earliest decided cases, though few and meagre, begin to appear in our judicial records. and character. There is great reason to believe that the laws of England and Foreign origin Scotland were, at a remote period, very similar, if not identical. But however this may have been, it is certain that, prior to the sixteenth century, a wide divergence had taken place, due partly to the long wars between the two countries, and partly to the close relations which during all that period subsisted between Scotland and the A |