investment of their money. The general conduct of the trade falls upon the directors, while the more particular transactions are usually managed by paid agents who are not shareholders. The funds and other property of the company are vested in the trustees. The deed of settlement is a covenant made between a few of the shareholders chosen as trustees for that purpose, and the others; by which each of the latter covenants with the trustees, and each of the trustees covenants with the rest of the shareholders, for the due performance of a series of articles which are specifically set forth, and which point out the duties of the trustees, directors, and auditors; define their powers, and all other necessary matters. In all matters which might have been provided by the deed, but are not, the law of partnership prevails.

The private property, to its full extent, of every member of an unincorporated trading company is liable for the whole debts of the company. The most important object to be gained by an act of parliament for a joint-stock company, is by the clause which enables it to sue and be sued through the medium of one of its officers; without which advantage the difficulties attendant upon suits by or against such companies are beyond calculation.

A partnership in the working of a mine is considered by courts of equity as a partnership in a trade, and therefore subject to the usual rules as to partnership.

The chief rules of Roman law as to partnership may be collected from Gaius, iii. 148-154; Dig., xvii. tit. 2; Cicero, Pro Publio Quintio.

The constitution and regulation of jointstock companies have been more particularly defined by several recent statutes.

The act 7 & 8 Vict. c. 110, applies to companies formed subsequent to 1st Nov. 1844, which consist of more than twenty-five members, provided they are not constituted by charter or by act of parliament. The most important feature of the act consists of provisions for subjecting joint-stock companies to certain regulations while in their provisionary state, and before operations have been commenced. It is required that before any public advertisement of an intended

joint-stock company be issued, the promoters are to effect a "provisional registration" at an office established for the purpose, which registration must set forth the name and nature of the proposed company, the names, occupations, and places of abode of the promoters and officers, the names of subscribers, with various other particulars; and copies of each prospectus must be deposited before being issued. There is a penalty for issuing advertisements which falsely pretend that any joint-stock project is patronized, directed, or managed by eminent or opulent persons.

When the company is formed a "complete registration is to be made, and until this is effected, all their proceedings are of a provisionary character. The "complete registration" is accom. plished by sending in schedules which give full particulars respecting the constitution of the company. Every shareholder must enter into a covenant to pay up instalments; the deed is to be registered; accounts are to be audited, and balance-sheets made and produced to the shareholders, yearly, and the right of the shareholders to examine the books for a certain time must be granted. The balance-sheet and auditors' reports are also to be annually registered. The act imposes other conditions on joint-stock companies, amongst which are the following: shareholders whose instalments are all paid, have a right to be present at all general meetings, and to take part in the discussions; to vote on any question, either in person or by proxy, unless the deed of settlement precludes proxies; and they have a vote in the choice of electors and auditors. Patrons and directors must hold shares in the company under a penalty of 20l. A "register of shareholders" is to be kept which must show the number and amount of shares held by each shareholder: each shareholder has a right to inspect this register on demand; and he is entitled to a certificate of the number of shares which he holds, and the amount paid thereon, which certificate may be evidence in a court of law. When completely registered, shares may be transferred, but all the instalments due must first be paid up, and the

transfer must be registered before the holder is entitled to share in the profits or to vote. The act contains a number of other regulations. The registrar of joint-stock companies is required to make an annual report, which is to be presented to parliament. This act does not apply to joint-stock banks, nor to schools or scientific and literary institutions; nor to loan or benefit building societies duly enrolled, nor to friendly societies or similar institutions, unless they assure to the amount of 200l. on any one life. The act does not extend to companies in Scotland, except they have branch establishments in England or Ireland.

In the same session another act was passed (7 & 8 Vict. c. 111) which is entitled 'An Act for facilitating the winding up the affairs of joint-stock companies unable to meet their pecuniary engagements. By this act a fiat in bankruptcy may be issued in the same way as in the case of single traders against incorporated commercial or trading companies or any other body of persons associated together for commercial or trading purposes; but the bankruptcy of a company does not involve the bankruptcy of any member individually. A copy of the balance sheet must be sent to the Board of Trade, accompanied by the written opinion of the Court of Bankruptcy as to the cause of failure of the company; and the Queen, upon the recommendation of the Board of Trade, may then revoke any privileges granted to the company, and determine the same, notwithstanding any charter, letters-patent, or act of parliament; but until the determination of the company by the crown, it shall be considered as subsisting for the original purposes. This act applies to all banking companies which have more than six partners.

Another act (7 & 8 Vict. c. 113) was passed during the session of 1844, under which joint-stock banks are now regulated. Every new joint-stock bank before it can commence business is required to present a petition to her majesty in council, signed by at least 7 shareholders, praying for a grant of letters-patent. This petition must set forth-1, The names and abodes of all the partners of the proposed company. 2, The proposed

name of the Bank. 3, The place and street, &c., where the business of the bank is to be carried on. 4, The proposed amount of the capital stock, not being in any case less than 100,000l. and the means by which it is to be raised. 5, The amount of capital stock then paid up, and where and how invested. 6, The proposed number of shares. 7, The amount of each share not being less than 100l. each. The petition of the proposed company, in which these particulars are set forth, will be referred to the Board of Trade, which will report as to the provisions of the act having been complied with; and her majesty may then, if she so think fit, grant the letters-patent prayed for. The deed of partnership must be drawn up in accordance with a form approved of by the Board of Trade, and, in addition to any other provisions which may be introduced, must contain specific provisions for the following purposes. 1, For holding ordinary general meetings at least once a year, at an appointed time and place. 2, For holding extraordinary general meetings, on the requisitions of nine or more shareholders who have at least 21 shares. 3, For the qualification and election of directors, and for general management. 4, For the retirement of at least onefourth of the directors annually, and for preventing their re-election for at least 12 calendar months. 5, For preventing the company from purchasing any shares or making advances of money or securities for money to any person on a security of a share or shares in the bank. 6, For the publication of the assets and liabilities of the bank once at least in every month. 7, For the yearly audit of the accounts of the bank by auditors chosen at a general meeting of the shareholders and not being directors at the time. 8, For the yearly communication of the auditors' report, and of a balance sheet, and profit and loss account to every shareholder. This deed must be executed by the holders of at least one-half the shares on which not less than 107. on each share or 1007. has been paid up; but the banking business cannot be commenced until the deed has been executed by all the shareholders, nor until one-half at least of each

share has been paid up, no portion of | which can be repaid without the sanction of the Board of Trade. Under let ters-patent for a term of years not exceeding twenty the shareholders of a joint-stock bank may become one body politic and corporate with perpetual succession, a common seal, and power to purchase and hold lands, of such annual value as shall be expressed in each letterspatent.

This act contains some other provisions which are deserving of notice as improvements. Every year, between the 28th of February and 25th of March, a memorial is required to be transmitted to the Commissioners of Stamps, setting forth, amongst other particulars, the name, style, and firm of the banking company, the names and places of abode of the several members thereof, and of the directors, managers, and other officers; and this document may be inspected at the Stamp-office on payment of a fee of one shilling. A list of the registered names and places of abode of all the members of the company for the time being must also be printed and conspicuously placed for the use of the public in the bank. The manager or one of the directors is required to transmit from time to time to the Commissioners of Stamps an account of changes which have taken place in the list of directors, managers, officers, and shareholders. The Commissioners of Stamps are to give a certified copy of these memorials on payment of a fee of 10s. Persons whose names are in the memorial last delivered, are themselves or their representatives liable to legal proceedings, as existing shareholders.

When joint-stock banks were first established, each shareholder was answerable to the extent of his own property. By 1 Vict. c. 73, they were rendered liable only to the extent of their shares, but the liability did not extend to the shareholders as a body. By 7 & 8 Vict. c. 113, the liability of any shareholder extends equally to the whole body of shareholders as a company; but if execution of any judgment against the company shall be ineffectual to obtain satisfaction, then any shareholder may be proceeded

against. The acts of an individual partner were formerly binding on all the other shareholders, but it is only the acts of an individual director or other officer properly appointed which are now binding on the co-partnership. [PARTNERSHIP.]

At one time a great part of the foreign commerce of England was engrossed by chartered companies. An account of two of these companies has been already given. [HUDSON'S BAY COMPANY; EAST INDIA COMPANY.] There were several others, which have ceased to exist, whose operations constitute an important feature in our commercial history. The Russia Company, which was chartered in 1555, succeeded in establishing a trade with the Czar of Muscovy, and a year or two afterwards Jenkinson, a very active servant of the company, struck out a new line of commercial intercourse through Russia into Persia. One of the main objects of the association was the discovery of new trades. Before the close of the sixteenth century the company embarked in the whale fishery at Spitzbergen, in which, as well as in their operations elsewhere, private traders, termed "interlopers," were not allowed to engage. In 1669, when the Czar had greatly reduced the privileges of the company or placed the Dutch on the same commercial footing, the association ceased to be a joint-stock concern, but became what was called a regulated company, in which each person traded with his own capital, subject to the general regulations of the association. The Russia Company was at the cost of maintaining embassies. The Russia Company still exists, that is, officers are elected, and a dinner is annually given, which is generally attended by the Russian ambassador. The expenses of the company are paid out of trifling dues levied on imports from Russia.

In 1581 Queen Elizabeth granted to a company the exclusive right of trading to Turkey. This was the origin of the Turkey or Levant Company. Its exclusive privileges of trade extended to the dominions of the Grand Seignor, whether in Europe, Asia, or Africa. Factories were established, and the company was at the cost of supporting an English ambassador at Constantinople, and consuls at Aleppo,

confined. These duties were to form a guarantee fund, and were to cease when the fund had reached a certain amount.

Smyrna, and other places. Adam Smith speaks of the Turkey Company in his time, seventy or eighty years ago, as "a strict and oppressive monopoly." The Turkey Company surrendered its char

ter in 1825.

Several companies for trading to Africa were successively established in the seventeenth century, but from various causes they all failed. The company established in 1662 was bound by its charter to supply the West India plantations with three thousand negroes annually. This was the third African company established during the century; but it was broken up, as its predecessors had been, and a fourth company was established, at the head of which were King Charles II. and the Duke of York. After the Revolution companies for exclusive trading were declared illegal unless they obtained the sanction of an act of parliament, and the African trade was thrown open. The different African Companies had, however, been at considerable cost in erecting forts and factories, and maintaining officers; and to indemnify the existing association, an act was passed in 1698 for levying a duty upon private traders to Africa, who were no longer to be deemed interlopers. In 1730 parliament granted 10,000l. for the purpose of keeping up establishments in Africa. The trade was now entirely thrown open, and the powers of the African Company confined to the government of forts and factories. In 1821 the charter of the African Company was surrendered and the company ceased to exist. The South Sea Company, so famous for its association with a gigantic commercial Dubble, was vested with the exclusive privilege of trading to the Pacific Ocean and along the east coast of South America from the Orinoco to Cape Horn. The company engaged to supply negroes to the Spanish dominions in South America under the Assiento treaty. [ASSIENTO TREATY.] The privilege of exclusive trade to the south-east and elsewhere was taken away by 47 Geo. III. c. 23, and by a subsequent act duties called South Sea Duties were imposed on goods imported from the limits (with some exceptions) to which the privilege had been

Besides these companies there were the Eastland, the Hamburg, and the Greenland companies, with some others, but none of them were of so much importance as those we have just noticed.

JOURNALS OF THE LORDS AND COMMONS. [PARLIAMENT.]

JUDEX, JUDICIUM. It is of some importance to form a correct notion of the terms judex and judicium in the Roman writers. The judicia privata were those in which one party claimed something of or against another party, and must be distinguished from the judicia publica. The former had relation to actiones, and may be generally described as Civil actions; the latter were of the nature of Criminal prosecutions.

In the Judicia Privata the party complainant (actor) came before the prætor or other magistrate who had jurisdiction (jurisdictio), and made his claim or complaint, to which the defendant (reus) might put in a plea (exceptio). The prætor then made an order by which he referred the matter to Judices, or Recuperatores, or Arbitri, whose chief office was to ascertain the facts in dispute. The formula, or order of the prætor, was of the nature of a provisional decree: it stated the matter at issue between the parties and the judgment that was to follow upon the determination of the facts. The plaintiff had to prove his case, or the defendant to prove his plea, before the judices. Sometimes there was only one judex. The speech of Cicero 'Pro Publio Quintio' was made before a single judex, aided by assessors (consilium).

The patroni or orators appeared before the judices to support the cause of their clients. The judices were sworn to act impartially. Witnesses were produced on each side and examined orally; and it is clear from the remarks of Cicero (Pro Cacina, c. 10), where he is commenting on the evidence in the case of Cæcina, that he had cross-examined and put to confusion an impudent witness on the other side (see also the Oration Pro Flacco, c. 10). It is clear also from the oration Pro Cæcina,' that the inquiry

before the judices was public. Written documents, such as letters and books of accounts, were produced before the judices by way of evidence. (Cicero, Pro Q. Roscio.) When the orators had

finished their speeches, the judices decided by a majority. The sentence was, if necessary, perhaps in some cases carried into effect by the lictors of the magistrate who appointed the judices. The form in which the judices pronounced their decision was that of a judgment or decree.

The difference between the judicium and arbitrium was this: in the judicium the claim, demand, or damages was a sum fixed; in the arbitrium it was a sum uncertain; and this difference was attended with certain variations in the procedure. This is very clearly expressed by Cicero (Pro Q. Roscio, c. 4).

The judices must to some extent have settled questions of law, inasmuch as the determination of the facts sometimes involved the interpretation of the law. They were accordingly allowed to have assessors (consilium) learned in the law (jurisconsulti), but the jurisconsulti merely advised the judices, who alone delivered the decision. In case of doubt as to the law, the judices might consult the magistrate under whom they were acting; but as to the matters of fact, the judices were the sole judges, and could take no advice from the magistrate (Dig., v. 1. 79). Gellius (xiv. 2) gives an amusing account of the difficulty which he felt on being appointed a judex, and how he got rid of the business by declaring on oath, as the judex always might do, that he could not come to any decision. The difficulty which he experienced was exactly one of those which a person not practically acquainted with legal proceedings would experience.

We may presume that the judices were generally persons qualified by a sufficient education, though they were not necessarily lawyers; but it does not appear that they were named out of any determinate class, and there is good reason for thinking that both parties generally agreed upon the judices, or at least had the power of rejecting them. It would seem as if every Roman citizen was con

sidered competent to discharge the func tions of a judex in civil actions, at least under the emperors: but this part of the subject is not free from difficulty.

Appeals from the decisions of the judices were not uncommon. (Ulpian, Dig., xlix. 1. 1; Scaevola, Dig., xlix. 1. 28.)

So far seems pretty well ascertained. Such being the qualifications of the judices, and the magistrates who had" jurisdictio" being only annual functionaries, it appears that there was no class of men among the Romans, like our judges, who were the living interpreters of law for a series of years in succession. The jurisconsulti seem to have kept the Roman law together as a coherent body, and it is from their writings alone that the Digest is compiled. [JUSTINIAN'S LEGISLATION.]

The Judicia Publica were in the nature of criminal prosecutions, in which any person, not disqualified, might be the prosecutor, and in which the verdict was followed by a legal punishment. Judices were employed here also, and were a kind of assessors to the magistrate who presided. The judices were the judges of the facts laid to the charge of the accused. Both the accuser and the accused might challenge a certain number of the judices. Witnesses were examined before them; slaves by torture, freemen orally. The judices, at least in the more important matters, voted by ballot: each judex put into the urn the tablet of Acquittal, of Condemnation, or the tablet N. L. (non liquet, "it is not clear"), according to his pleasure. The magistrate pronounced the verdict according to the tablets which made a majority. A lively picture of the intrigues and bribery which were not unusual on such trials is given by Cicero in speaking of the affair of Clodius and the Bona Dea (Ad Attic., i. 13, 16). The various changes made at Rome as to the body from which the judices were chosen refer only to the judicia publica.

This subject is not free from difficulty. What is above stated must be taken only as correct in the main features. Further inquiry is still wanted on several matters connected with the functions of the judiEnough has been said to enable the reader to compare the Roman Judices

ces.