sale traders, and foreign traders, or merchants of the first class, must keep the following books:-a journal, a cash-book, a ledger, a copy letter-book, a book of merchandise to enter in it all goods received or sold, an account-book to open an account with each debtor and creditor, a book to enter accounts for merchandises sold, and an invoice book. Merchants of the second class must keep the following books:-a merchandise book, a cash-book, an account-book where the merchant enters in detail all the money due to him and by him, specifying when due and the payments he has made and received, a document-book to register all bills of exchange, shares, contracts, and other agreements. Merchants of the third class-viz., retailers-must keep three books, a cash-book, a merchandise-book, and a balancesheet-book, for the purpose of showing what they owe to others and what is due to them. The book ought to be kept regularly and in the order required by law, without corrections, erasures, interlineations, or blanks between the different items. Every merchant is bound every year, or every eighteen months at least, to verify the state of his accounts, and make a balancesheet, showing all that is due to him and all that he owes to others. Bad debts cannot disappear from the books without showing what has been received against them. The balancesheet must be duly registered, and the new books must commence with the sum of capital and property left over from the expired year. Books of trade cannot be taken from a merchant nor examined, unless in case of bankruptcy. The books must be kept in the Russian, Polish, or German languages; they cannot be kept in Hebrew unless accompanied with a translation in any of these languages. Every merchant is bound to preserve his rough note-book, in which he writes his transactions before they are entered in the regular books. The books must be preserved, and in case of bankruptcy the merchant may be required to produce books ten years old. Commercial books, regularly kept, are evidence in a court of law between merchants, when they are comparable; if there be a difference they Books of trade cease to be of value. Books of trade are only a commencement of proof as against a non-trader for deposit of goods or loan of money, when the merchant shows, or it is otherwise proved, that the goods have in reality been deposited or the money received; and when doubt or dispute exists only as to the Must be in the Russian, Polish, or German languages. valid as com mencement of proof. time of delivery, the quality or quantity or the price of merchandises, or on the term of payment. In support of this commencement of proof the merchant must take his oath. The proof resulting from books of commerce ceases to be valid after ten years, or if the merchant is dead, after five years from the day of his death, when used against a merchant. As regards non-traders this kind of proof can only be used for one year from the date of the entry, or it may be extended to five years by means of a protest, or in case the non-trader is absent or gone abroad. The books of commerce are no evidence in a court of justice if they are irregularly kept, if there be fraud, or if the merchant was a fraudulent bankrupt. In all cases such books may be produced against himself (a). merchants to Spain.-Every merchant must register his business in three Obligation on books-the journal, the ledger, and the book of inventories. keep books. These books are examined every year by the judge of the tribunal of commerce. Retail merchants are bound to make their inventories once every three years. Books irregularly kept are not received in evidence in court; the merchant who kept them thus incurs a penalty of 1,000 to 1,200 reals. A fine of 1,000 to 6,000 reals is incurred by keeping the books in any other language than the Spanish. Those so kept must be translated in the national language. Merchants are responsible for the preservation of books and papers connected with their trading until all their operations are concluded (b). Switzerland.-The canton of Lucerne has the same regulations as the French code; but the books need not be examined by the judge, and the balance-sheet must only be made every two The merchant who does not keep his books is deemed a bankrupt. In the canton of Bâle the same law prevails. years. SECTION X. REGISTRATION OF MARRIAGE CONTRACT. FOREIGN LAWS. France. Where either of the parties being a trader marries, an extract of the marriage contract must be sent to the civil and commercial tribunal, to be set up for one year; the extract (a) Russ. Code, book iv. t. 2, chap. 9, §§ 1, 2, 3. showing if the parties are married with a community of goods or with separate property. Where during marriage one of the parties enters into business, the same contract must be registered within a month, provided it contains clauses in the ignorance of which third parties might be led to grant to either of them a false credit. The civil officer and the notary are respectively required to make known whether there exists a marriage contract (a). Spain.-A contract of dower entered into between a merchant and his wife would confer no right or privilege unless enrolled in the register of the province (b). Austria. The civil Code provides that the tribunal must take cognizance of the marriage contract (c). What is a commercial firm. Right to a firm. Use and existence necessary to give a right. What is a firm. SECTION XI. COMMERCIAL FIRM. BRITISH LAW. The firm is the name, style, or designation by which the trader carries on his commercial operations. It may consist of his own name alone, or of his name joined with that of one or more other persons; or of his name, with the addition of the words " & Co.;" or of two or more names with such addition; or of the name of the undertaking in which the parties are engaged. Although every man has a right to adopt any name, style, or designation by which to carry on his business, no one can fraudulently use the name of another so as to pass himself for the firm whose name he makes use of. No man has a right to adopt and bear symbols to which he has no peculiar or exclusive right, and thereby personate another person, for the purpose of inducing the public to suppose that he is that other person (d). In order, however, to prevent another to use the name of any firm or undertaking, it must be proved that the same had been in use and existence (e). FOREIGN LAWS. Germany.-The firm is the name under which the merchant (a) French Code of Commerce, §§ 67-69. (b) Spanish Code, § 19. (c) Austrian Civil Code, $$ 1230 and (d) Welch v. Knott, 4 K. & J. 747; Knott v. Morgan, 2 Keene, 213. (e) Lawson v. The Bank of London, 18 C. B. 84. a commercial carries on his business. A merchant who carries on business by himself, or with a dormant partner, is allowed to use his family name or surname, with or without his Christian name, as the name of his firm. He is not allowed to add anything in the firm which might indicate that he has a partner. But he may add anything which may serve to mark clearly the person or the business. Every new firm must be different from any one Distinction of already in existence; and must also be entered in the register firm. of commerce. When a merchant happens to have the same Christian and family name as another merchant already entered in the register, he must, if he wishes to use his own name for his firm, add something to it by which it may be distinguished from the one already registered. If the firm establishes a branch in another place, the same must be entered in the register of trade of that place. And if in that place there is already a firm entered by that name, he must add something to it by which it may be distinguished from the one already entered. The entry of the branch can only take place after the parent establishment has been duly entered. An existing business, acquired by purchase or succession, may be continued under the same name, with or without any addition denoting the time of the succession, provided the former partner, or his heir, expressly consents that the firm shall continue as it was. A firm cannot be sold independently of the business which it represents. In case any other person enters into or withdraws from the partnership the firm may be continued notwithstanding the change, with the express consent of the retiring partner. When the firm is changed or becomes extinct, or when the partners change, then the Board of Trade will make it known in the usual manner. When the change or extinction of the firm has Changes in the not been duly entered in the register of trade, and publicly announced, the party whose name still appears in the firm continues liable for its debts unless he has given special notice to the claimant of his withdrawal. But where the change has been entered and the notice sent, third persons are held to have received such notice. The Commercial Court is to keep a list of the shareholders by order of date. Whoever is injured in his rights by the illegal use of his own firm may sue the party for the discontinuation of the same, and claim damages for the injury suffered. firm. CHAPTER III. INTRODUC TORY OBSER- Partnership Romans, Ita lians, and Hanse Towns. Progress of partnerships and companies in this country. PARTNERSHIP. THE want of co-operation of capital and labour in carrying on extensive commercial intercourse, and the necessity of large resources to invest in difficult and hazardous undertakings, early suggested the formation of associations for mercantile purposes. The Romans were in the habit of forming associations for all their operations of trade. The business of banking was carried on by companies, and such companies were managed by one or more persons called Magistri, who had the right to bind the partners towards third persons. The Italian merchants recognised in partnerships the only means to preserve and extend their commercial position. The Hanseatic league was itself a great commercial association. In this country, also, the foreign trade was carried on almost entirely by companies. As early as 1313 a company was formed of the merchants of the staple, and in the sixteenth and seventeenth centuries those great companies were established which carried on the commerce of Britain to the most distant regions of the earth. But though associated together for their mutual help and mutual protection, these companies had no joint stock, and no capital divided by shares. Each member traded upon his own stock and at his own risk, and the conditions of such associations consisted merely in the payment of a certain fine, and in the agreement to submit to certain regulations. It was only in progress of time, and when for the purpose of undertakings of a permanent character demanding a continuous supply of funds, it became necessary to allow persons to invest and to withdraw their capital, that the modern principle of joint-stock companies was introduced. And it was to provide for the necessities which have arisen from such new associations, and to supply |