interest in the capital stock of the company; but every such transfer shall be by deed duly stamped, in which the consideration shall be duly stated; and such deed may be according to the form stated below, or to the like effect. It is remarkable, as illustrating the absence of uniformity in our efforts at legislation, that the transfer of shares, whether under the Joint-Stock Companies Act, 1856, or under the Companies Act, 1862,3 is not required to be by deed. 2 § 987. Section 97 of the Companies Clauses Consolidation Act* § 903 is also remarkable, as it rejects the common law rule which requires corporations to contract by deed, and expressly enacts, with respect to such companies as are subject to that statute, that "the powers which may be granted to any committee [of directors] to make contracts, as well as the power of the directors to make contracts on behalf of the company, may lawfully be exercised as follows;that is to say, With respect to any contract, which, if made between private persons, would be by law required to be in writing and under seal, such committee, or the directors, may make such contracts on behalf of the company in writing and under the common seal of the company, and in the same manner may vary or discharge the same: With respect to any contract, which, if made by private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, then such committee, or the directors, may make such contract on behalf of the company in writing, signed by such committee, or any two of them, or any two of the directors, and in the of 1 “I —, of —, in consideration of the sum of paid to me by hereby transfer to the said —, share [or shares] numbered in the undertaking called 'The Company,' [or pounds consolidated stock in the undertaking called The Company,' standing (or part of the stock standing) in my name in the books of the Company], to hold unto the said —, his executors, administrators, and assigns [or successors and assigns], subject to the several conditions on which I held the same at the time of the execution hereof; and I the said - hereby agree to take the said share [or shares] [or stock], subject to the same conditions. As witness our hands and seals the day of-." 2 19 & 20 V., c. 47, § 20, & Sch. (F). 3 25 & 26 V., c. 89, 1st Sch. Table A, No. 9. 4 8 & 9 V., c. 16. With respect same manner may vary or discharge the same : § 988. Under this section it has been held, that the fact of § 904 sleepers having been furnished to a railway company, and actually received and used by them, in pursuance of a contract made with an agent of the company upon certain terms, afforded reasonable evidence whence a jury might infer that the directors had agreed on behalf of the company to accept the goods on those terms.1 § 989. The contracts also of such joint-stock companies as are § 905 registered under the "Companies Acts, 1862, and 1867,' are 1 Pauling r. Lond. & N. West. Ry. Co., 8 Ex. R. 867. "2 * 25 & 26 V., c. 89, and 30 & 31 V., c. 131, § 37, which last section (adopting the language of the repealed Act, 19 & 20 V., c. 47, § 41), enacts, that " contracts on behalf of any company registered under the Act of 25 & 26 V., c. 89, may be made as follows; (that is to say), "(1.) Any contract which if made between private persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company, and such contract may be in the same manner varied or discharged: "(2.) Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged: "(3.) Any contract which if made between private persons would by law be not subject to the common law rule just discussed, but may be made in nearly the same manner as contracts under the Companies Clauses Consolidation Act. A special law, too, prevails with respect to the making, accepting, or indorsing of promissory notes or bills of exchange on account of such companies,1 and also with respect to the execution abroad of deeds made on their behalf. The memoranda of association, by which joint-stock companies are now incorporated, and the articles of association, by which the affairs of such companies may be regulated, are not required to be executed under seal; but after registration they become, by virtue of the Companies' Act, 1862, as binding as deeds on every shareholder, who has signed them in the presence of a single attesting witness.3 § 990. Under the "Public Health Act, 1875," all contracts § 906 "whereof the value or amount exceeds 501.," which shall be made by an urban sanitary authority, must be in writing, and be scaled with the common seal of such authority. § 991. The statute law relating to some large classes of debentures is in an unsatisfactory state, for while all such instruments issued under the Mortgage Debenture Acts of 1865 and 1870 must be deeds, debentures, stock certificates to bearers, or annuity certificates issued in pursuance of "The Local Loans Act, 1875," may, as it seems, be valid, if duly signed, without the impression 5 valid, although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company, and such contract may in the same way be varied or discharged: "And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs, executors, or administrators, as the case may be." See Eley v. The Positive Governm. &c. Co., 45 L. J., Ex. 58 ; Law Rep., 1 Ex. D. 20, S. C. 1 25 & 26 V., c. 89, § 47. See Peruvian Ry. Co. v. Thames & Mersey Mar. Ins. Co., 2 Law Rep., Ch. Ap. 617. 2 Id. § 55; 27 & 28 V., c. 19. 3 25 & 26 V., c. 89, §§ 11, 16. 4 38 & 39 V., c. 55, § 174, subs, 1. 28 & 29 V., c. 78 ; 33 & 34 V., c. 20, § 15. of any seal.1 § 992. Debts and other choses in action may now, by virtue of a recent Act, be assigned "by writing under the hand of the assignor;" and if express notice in writing be given to the debtor, trustee, or other person liable, such assignment will, from the date of the notice, transfer the legal right to the assignee.5 § 993. Again, the assignment of a copyright under the Act of 5 & 6 V., c. 45, is not valid unless it be in writing. 994. The next transaction which requires notice is the sale § 909 of a ship, or of any share therein. The Act which regulates these sales is the Merchant Shipping Act of 1854,7 which in § 55 enacts, that "a registered ship or a share therein, when disposed of to persons qualified to be owners of British ships, shall be transferred by bill of sale; and such bill of sale shall contain such description of the ship as is contained in the certificate of the surveyor, or such other description as may be sufficient to identify the ship to the satisfaction of the registrar, and shall be according to the Form marked E. in the Schedule hereto, or as near thereto as circumstances permit, and shall be executed by the transferrer 1 38 & 39 V., c. 83, § 22. 338 & 39 V., c. 83, §§ 5, 6, 7. 4 Crouch v. Credit Foncier of 183, S. C. 2 38 & 39 V., c. 83, §§ 5, 6, 7. Engl., 8 Law Rep., Q. B. 374; 42 L. J., Q. B. * Layland v. Stewart, 46 L. J., Ch. 103; S. C. nom. Leyland v. Stewart, in the presence of and be attested by one or more witnesses."1 This enactment,-like that contained in the repealed Act of 8 & 9 V., c. 89,2-applies as well to an executory contract for the sale, as to the absolute sale, of a ship. The present law, however, differs in several material respects from that which was formerly in force. In the first place it appears to render an actual bill of sale necessary, though under the old law any instrument in writing, which recited the certificate of registry, was sufficient.1 Next, the bill of sale must now be executed by the transferrer himself, except under very special circumstances, when he is allowed to appoint an attorney by deed;5 but formerly a ship might have been transferred by an agent acting under a parol authority. Lastly, it is at least doubtful whether, since the 1st of May, 1855,7 any description of vessel used in navigation, not propelled by oars, can be sold without a bill of sale, though boats under fifteen tons burthen might, prior to that date, have been transferred by parol," and though such vessels do not now require to be registered, if solely employed in river or coast navigation.1 6 8 10 § 995. Under The Policies of Marine Assurance Act, 1868," § 909 A an assignment of a policy of insurance, even after a loss by the perils insured against,11 may be made by indorsement on the policy,12 and the assignee of such policy may sue thereon in his own name; 13 but oddly enough the statute, while furnishing a short form of 1 The bill of sale does not require a stamp, 33 & 34 V., c. 97, Sched. ad fin. tit. "General Exemptions." 2 § 34. See Duncan v. Tindal, 13 Com. B. 258; Hughes v. Morris, 21 L. J., Ch. 761; 2 De Gex, M. & G. 349, S. C.; M'Calmont v. Rankin, 2 De Gex, M. & G. 403. 3 Liverpool Borough Bk. v. Turner, 1 Johns. & Hem. 159; 2 De Gex, F. & J. 502, S. C. See Chapman v. Callis, 9 Com. B., N. S. 769; Stapleton e. Haymen, 33 L. J., Ex. 170; 2 H. & C. 918, S. C. Hunter v. Parker, 7 M. & W. 343, 344, per Parke, B. See 17 & 18 V., c. 104, § 76, et seq., and Form N. in Sch. to Act. 6 Hunter v. Parker, 7 M. & W. 322. 7 When the Merchant Shipping Act of 1854 came into operation. 8 See § 2 of 17 & 18 V., c. 104, tit. Ship; and § 55. 9 Benyon v. Cresswell, 12 Q. B. 899. 10 1 Lloyd v. Fleming, W. N. of 1872, p. 6, per Q. B. 12 31 & 32 V., c. 86, § 2. § 19 of 17 & 18 V., c. 104. 13 Id. § 1. |