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although made by parol only, and not reduced into writing, such committee or the directors may make such contract on behalf of the company, by parol only, without writing, and in the same manner may vary or discharge the
"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.
"And on any default in the execution of any such contract, either by the company, or any other party thereto, such action or suit may be brought, either by or against the company, as might be brought had the same contracts been made between private persons only."
On this section it has been held, that where a company has had the benefit of a contract made by an agent, there will be evidence for a jury of such a contract.1
By the 98th section, the directors are to cause minutes to be made of all contracts entered into by them, which minutes are to be signed by the chairman of the meeting, and in this form they are to be primâ facie evidence that the meeting has been duly convened, and that the persons attending were directors, &c., as the entry describes them.2
The above act applies to contracts made by companies which are incorporated by special acts, and placed under its provisions, and therefore does not apply to contracts made by ordinary joint-stock companies after complete registration. These are regulated by several acts, of which the principal is
Pauling v. London and North-Western Railway, 8 Exch. 867. 2 Cf. ss. 1, 21-28, 98.
19 & 20 Vict. c. 47.
Under this act, by
Sect. 40, "The company shall cause minutes of all resolutions and proceedings of general meetings of the company to be duly entered in books to be from time to time provided for the purpose, and any such minute as aforesaid, if signed by any person purporting to be the chairman of such meeting, shall be receivable in evidence in all legal proceedings, and until the contrary is proved, every general meeting in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened."
41. "Contracts on behalf of any company registered under this act may be made as follows (that is to say):
"1. Any contract which if made between private
"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 other parties thereto, their heirs, executors, or administrators, as the case may be."
42. "Any company registered under this act may, by instrument or writing under their common seal, empower any person, either generally, or in respect of any specified matters, as their attorney, to execute deeds on their behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the company, and under his seal, shall be binding on the company to the same extent as if it were under the common seal of the company."
43. "A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company registered under this act, if made, accepted, or indorsed in the name of the company by any person acting under the express or implied authority of the company."
21. "A certificate under the common seal of the company, specifying any share or shares held by any shareholder, shall be primâ facie evidence of the title of the shareholder to the share or shares therein specified."
26. "The register of shareholders shall be evidence of any matters by this act directed or authorised to be inserted therein."
52. "A copy of the report of any inspectors appointed under this act, authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible as evidence in any legal proceeding."
TRANSFERENCE OF SHARES.
The 8 & 9 Vict. c. 16, s. 14 (Companies Clauses, &c., Act) enacts that every transfer of shares under this act "shall be by deed duly stamped, in which the consideration shall be truly stated;" and a form of transfer is given in the schedule B. to the act. Before the transferee can be held liable for calls, his name must appear to have been placed in the sealed register of the company.1
SALE OF SHIPS.
The 17 & 18 Vict. c. 104, s. 55, enacts that :
"A registered ship, or any 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 E. marked in the schedule hereto, or as near thereto as circumstances permit, and shall be executed by the transferer in the presence of and be attested by one or more witnesses."
It appears that this provision extends to all vessels not propelled by oars.2
The preceding cases are the more important practical instances in which recent legislation has interfered to substitute exclusively written evidence, generally under seal, for merely oral evidence. But the basis of
1 Sect. 15; Mewry v. Inniskillen Railway Company, 2 Exch. 118. 2 Tayl. 794.
that department of English law which requires written evidence, and excludes oral evidence in numerous cases, is found in the
STATUTE OF FRAUDS.
(29 CAR. 2, c. 3.)
The chief object of this statute was to lessen the temptations to perjury which exist when a person is permitted to give oral evidence of an agreement in dispute between himself and another person; it therefore designates a number of cases in which none but written evidence of such a disputed agreement shall be received. Such agreements, when not proved by writings which embody their terms, and unless rendered void by the statute, still exist in contemplation of law, but are yet, virtually, null and non-existent, because they cannot be substantiated and established by the only species of evidence, viz., written evidence, which the Legislature has declared to be admissible proof of their existence. The contract may still be good, and the relative legal rights of the parties may be constituted abstractedly by word of mouth; but the statutory inadmissibility of oral evidence to prove the contract leaves the legal right unsupported by a legal remedy.
There is no branch of practical evidence of more constant and immediate importance than that which treats of contracts which fall within this statute, and which, therefore, can generally be proved only by written evidence. The cases are endless on the subject; but the limits of this work permit only a careful selection of such as bear prominently on the principal provisions of the act.