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Settled Estates Bill.-Law of Partnership.-Joint-Stock Companies Bill. 283 39. Provided always, That nothing in this Act 5. Prohibition on trading association exshall authorise any sale or lease beyond the ceeding a certain number. term of 21 years of any settled estates in which, 6. Matters required to be prescribed by under the Act of the 34 & 35 Hen. 8, c. 20, memorandum of association. “to embar feigned recovery of lands wherein 7. Probibition as to name of companies. the king is in reversion," or under any other 8. Form of memorandum of association. Act of Parliament, the tenants in tail are re- 9. Shares to be taken by subscribers of mestrained from barring or defeating their estates morandum of association. tail ; but the timber on any such last-mentioned 10. Articles of association may prescribe estates may be sold under this Act.
bye-laws. 40. Nothing in this Act shall authorise the 11. Form and effect of articles of association. granting of a lease of any copyhold or cus. 12. Stamp on memorandum of association tomary hereditaments not warranted by the and articles of association and use of printed custom of the manor without the consent of the copies. lord, nor otherwise prejudice or affect the 13. Registration of memorandum of associarights of any lord of a manor.
tion and articles of association. 41. The provisions of this Act shall extend 14. Effect of registration. to all settlements, whether made before or after 15. Power of subscribers to issue shares. it shall come into force, except those as to demises to be made without application to the
Register of Shareholders. Court, which shall extend only to settlements
16. Manner of keeping register of sharemade after this Act shall come in force.
holders. 42. This Act shall not extend to Scotland.
17. Annual lists to be made of shareholders. 43. This Act shall come in force on the 1st
18. Penalty on company not keeping a proJanuary, 1857.
19. Definition of a shareholder.
20. Transfer of shares. BILL TO AMEND THE LAW OF 21. Transfer on presentation to be entered. PARTNERSHIP.
22. Certificate of shares.
24. Inspection of register of shareholders. WHEREAS it is expedient to amend the Law 25. Power to close register of shareholders. relating to Partnership : Be it therefore en- 26. Remedy for improper entry or omission acted as follows:
of entry in register. 1. The advance of capital or money to be 27. Register to be evidence. used in any trade or undertaking not being the 28. Copy of memorandum of association trade of a banker, upon a contract with the and articles of association to be given to person carrying on such trade or undertaking shareholders. that the person making such advance shall re- Part II.- MANAGEMENT AND ADMINISTRAceive a share of the profits or shall bear a share
TION OF COMPANIES. of the loss of the trade or undertaking, shall
General. pot, of itself, render the person making such advance liable to third parties as a partner in
29. Principal office of company. such trade or undertaking.
30. Notice of situation of office to be given. 2. No contract for the remuneration of a 31. Regulations to be observed by a limited servant or agent of any person engaged in any company. trade or undertaking by a share of the profits
32. Penalties to be inflicted for non-obseryof such trade or undertaking shall, of itself, ance. render such servant or agent responsible as a
33. General meeting of the company. partner therein.
34. Power of shareholders to alter memo3. In the construction of this Act the word randum of association and articles of associa“person” shall include a partnership, firm, a
tion. joint-stock company, and a corporation. 35. Definition of special resolution.
36. Special resolutions to be registered.
37. Copy of special resolution to be given to JOINT-STOCK COMPANIES BILL.
38. Notice to registrar of increase of capital.
39. Prohibition on holding land. Preamble.
40. Evidence of proceedings of meetings. 1. Short title of Act. 2. Act not to apply to Scotland.
Legal Instruments of Company.
41. Rules as to contracts. Part I.-CONSTITUTION AND INCORPORA
42. Impression of Seal.
Execution of Deeds.
43. Power of attorney to execute deeds 3. Exemption of banking and insurance abroad. companies.
44. Promissory notes and bills of exchange. 4. Company formed by memorandum of 45. Mortgages by company. association and registration.
46. Conveyances of company.
TION OF COMPANIES AND ASSOCIATIONS.
Joint-Stock Companies Bill.
Official Liquidators. 47. Balance sheet to be made out.
85. Appointment of official liquidators. 48. Shareholders entitled to copy of balance- 86. Style and duties of official liquidators. sheet.
87. Powers of official liquidators. 49. Balance-sheet to be registered.
88. Appointment of solicitor by official liqui
dators. Examination of Affairs of Company.
89. Remuneration of official liquidators. 50. Circumstances under which Board of
90. Dissolution of company. Trade may order examination of affairs of
91. Registrar to make minute of dissolution company.
of company 51. Inspection of books.
92. Lord Chancellor, with the advice and 52. Result of examination how dealt with.
consent of Master of Rolls and Vice-Chancel53. Company may appoint inspectors.
lor, to make General Rules and Orders. 54. Copy of report of inspectors to be evi- 93. Power of Lord Chancellor of Ireland to dence.
make rules. Notices.
94. General practice of Courts to be follow55. Notice on company how served. ed where not varied under this Act. 56. Rule as to notices by letter.
95. District Commissioners of Bankruptcy 57. Authentication of notices on company. and County Court Judges in England, and Legal Proceedings.
Commissioners of Bankrupt and Assistant
Barristers in Ireland, and in certain cases 58. Recovery of penalties.
Vice-Warden or Registrar of Stannaries Court, 59. Application of penalties.
to be Commissioners for receiving evidence, Alteration of Forms.
96. Court may order the examination of 60. Board of Trade may alter forms in persons in Scotland, whether contributories to Schedule.
the company or not, as to the estate, dealings,
&c., of or with such company.
Voluntary Winding-up of Company. 61. Application of Part III. of Act.
97. Cases in which company may be wound 62. Definition of " the Court."
up voluntarily. 63. Liability of present shareholders
98. General consequences of voluntary wind64. Liability of former shareholders in a
ing-up. company other than a limited company.
PART IV.-REGISTRATION OFFICE. 65. Liability of former shareholders in a li
99. Constitution of Registration Office. mited company:
66. When winding-up of company to begin. PART V.-REPEAL OF FORMER ACTS AND
67. Definition of “ Contributory," and nature of his liability.
Repeal. 68. Rights of contributories between them
100. Repeal of Limited Liability Act and selves.
partial repeal of 7 & 8 Vict. c. 110. 69. Expenses of winding-up to be deemed
101. Existing companies to keep register of debt of company
shareholders. Winding-up by Court.
102. Existing companies, how far subject to 70. Circumstances under which company
this Act. may he wound up by Court.
103. Repeal of 7 & 8 Vict. c. 110 and 10 &
11 Vict. c. 78. 71. Company when deemed unable to pay its debts.
104. Repeal of Winding-up Acts. 72. Winding-up, when deemed beneficial to
105. Saving clause as tu Repeal. the shareholders.
Temporary Provisions. 73. Application for winding-up to be by 106. Power for existing registered companies petition.
to register under this Act with Limited Lia. 74. Course to be pursued by Court on the bility. hearing of the petition of a creditor.
107. Existing companies may change name 75. Court may make an order absolute on in order to register anew. creditor's petition.
108. Saving of rights of Creditors. 76. Course to be pursued by Court on petition of contributory.
CONTENTS OF SCHEDULE. 77. Effect of the order absolute.
Form A. Memorandum of association. 78. Court to cause assets to be collected and
Table B. Regulations for management of applied in due course.
company. 79. Books of company, &c., to be Evidence. Arrangement of Clauses in Table B. 80. Power of Court to make calls.
Shares-general. 81. Payment of money into the bank.
Transmission of shares. 82. Court may grant injunction.
Forfeiture of shares. 83. Power of Court to stay proceedings. Increase in capital. 84. Distribution of surplus.
Joint-Stock Companies Bill.-Law of Attorneys and Solicitors.
285 Votes of shareholders.
Mr. Weatherill desired him not to make Directors.
ang alteration in his will, so far as he was Powers of directors.
to benefit thereby, but the testator insisted Qualification of directors. Rotation of directors.
on the alteration, which Mr. Weatherill Proceedings of directors.
ultimately consented to make, on condition Dividends.
that a third person was present to hear his Accounts.
wishes before the will was executed. An Audit.
old friend of the testator accordingly atNotices.
tended, who, after the will as altered was Table C. Memorandum of association, with read over to the testator, asked him whearticles of association annexed.
ther the disposition of the property was as Table D. Table of fees.
he wished it to be, when the testator reForm E. Summary of capital and list of shareholders.
plied that it was, and that he would bave Form F. Form of licence.
done more for Mr. Weatherill if he would Form G. Form of mortgage.
have let him. The testator, hy his will and Form H. Form of Balance sheet.
a subsequent codicil, gave his residuary per
sonal estate among certain relatives. LAW OF ATTORNEYS AND
The plaintiff, as the heir-at-law, filed this SOLICITORS.
bill upon the testator's death, praying for an account of the personal estate, and for
declarations that the 1,0001. promissory VALIDITY OF DEVISE TO SOLICITOR BY CLIENT'S WILL PREPARED BY HIM.
note formed part of the estate, and that
Mr. Weatherill was trustee for himself of The testator, a farm labourer, employed the Tolsby property. Mr. Weatherill in 1844 as his attorney in The Lord Justice Knight Bruce said :two actions of ejectment to try the validity of the will of a Mr. Richard Hindson, testator's will, the conduct of Mr. Weatherill
“The question, whether, in the matter of this whose heir-at-law he was, and to recover was prudent, was delicate, was such as should certain lands at Tolsby. It appeared that be recommended to other solicitors for exact the solicitor supplied the requisite funds imitation, is not within our cognizance, and for these proceedings, pending which the does not require to be answered on the pretestator applied unsuccessfully to some of sent occasion. The question to be resolved is his relatives for assistance. Árs. Hindson, whether, on the assumption which must be the widow of the testator's brother, how- made, that the will and codicil were duly, proever, wrote a letter to him saying that she they were to probate, and on the assumption
perly, and upon sufficient grounds admitted as had little money to spare, but wished to do also that, upon an issue devisavit vel non, if diall she could that justice might be done to rected, the heir would have no case as to the every branch of the family. To this letter entire will and codicil, or as to any part of either the testator sent an answer, written at his instrument, Mr. Weatherill ought upon the direction by Mr. Weatherill and signed by facts in evidence to be deprived in equity of all himself, in which he said, “If I succeed in beneficial title to the real estate, and the note setting the will aside, substantial justice for 1,0001., or either of them.
“ How the matter would have stood if undne shall be done to all parties to whom I am influence, or if misrepresentation, or if suppresrelated.”
sion or any unfair dealing, had been establishThe action was afterwards compromised ed against him, or if it had been shown that he by the payment to the testator of 4,2001. had omitted to perform any duty incumbent on and the costs.
him as the testator's solicitor or agent, it is upIn July, 1850, the testator sent for Mr. necessary for me to say, for in my opinion no Weatherill and instructed him to prepare
such thing has been done.: Mr. Weatherill his will, stating his wish to confirm thereby prepared bis client's will
, containing disposia gift he had previously made to him of a there ends the case, as I view it. But a case promissory note of 1,0001. The will was to beginning and so ending does not take away accordingly prepared and read over to the the right either legally or equitably of a solicitestator, who said he had changed his mind sor to be for his own benefit a devisee or leas to certain property at Tolsby, that he did gatee. not know his London relatives even by name, “It is, in my opinion, not shown that this and had never seen them, that they had testator made his will under any mistake or rendered him no assistance in procuring the misapprehension, or, if he did so, that the misproperty, which he had to dispose of, and existence or continuance was caused or induced that he would alter in Mr. Weatherill's by the solicitor, or is ascribable to the solicitor, favour the devise of the Tolsby property. or was one to the existence or continuance of
286 Law of Attorneys.-Law of Costs.--Spring Circuits of the Judges, 1856. which the solicitor contributed. It appears to leasehold premises and of the fixtures thereto me that upon the evidence the testator must belonging, and on the debtor becoming bankbe taken to have made his will as a free agent rupt, they presented a petition to the Commisin every sense, not only as that term is understood in Courts of Law, but as it is understood sioner in bankruptcy for a sale, and now in Courts of Equity also. He meant to do appealed from .so much of bis decision as what he did, and there is, I think, a total ab- directed the proceeds of the fixtures to be paid sence of evidence to shew that his intention in
over to the assignees. that respect was unfairly caused, unduly procured, or improperly induced. It has been
On the question of the costs of the appeal, argued, but in my opinion not proved, that (which was allowed,) and of the petition for sale, the testator gave the instructions for his will, Mr. Malins stated that the general practice of and made it, without a knowledge or without a the Comınissioners was to make an equitable recollection of Mrs. Hindson's letter to bim, and that therefore Mr. Weatherill ought, be mortgagee pay the costs of his petition for sale, fore the will was signed, to have mentioned the whether he was an equitable mortgagee by letter to him. It appears to me that the evi- mere deposit of deeds, or by a deposit accomdence before us is well consistent with the panied by a memorandum. notion that the testator had received the letter
The Lords Justices, after referring to the in due course, had read it as soon as it was received, had instructed Mr. Weatherill to an- distinction which formerly existed, that an swer it as it was answered, and gave the in- equitable mortgagee by a mere deposit paid the structions for the will, in their original as well costs of the petition, but that a memorandum as in their final state, with a perfect recollec- entitled him to his costs out of the proceeds of tion of both letters; nor do I perceive any ground for inferring that Mr. Easton's assist the sale of the mortgage, said, that in their ance (if any) or interference in the matter of opinion the present practice, as stated to them, the claim which had been the subject of the was not correct; and in reference to the case compromised ejectment was not contempo- before the Court, ordered the petitioners' costs raneously known to the testator, or had been forgotten by him. The testator's feelings to- of the appeal to be paid out of the estate, and wards his relatives, or some of them, may very all other costs to be added to their security. possibly not have been those of a moral phi. Exparte Barclay and others, in re Gavan, 5 De losopher or an accomplished Christian, but I G., M‘N. & G. 417. see no reason for believing that he had received from any of his family any service or benefit whatever, or at least any deserving gratitude SPRING CIRCUITS OF THE on the testator's part.
JUDGES, 1856. “As to the authorities cited, they seem to me all consistent with a conclusion in Mr.
Crompton, J., will remain in Town. Weatherill's favour—it being impossible that a testamentary gift by a client to a solicitor can against the latter be liable to all the same con
Lord Campbell, C. J. and Pollock, L. C. B. siderations as a gift to him inter vivos would Thursday, February 28, Northampton. have been, though it may be open to some of Monday, March 3, Leicester and Borough. them.
Friday, March 7, Oakham. “ And with regard, in the present instance, Saturday, March 8, Lincoln and City. to the gift of the note, whether it could have Thursday, March 13, Nottingham & Town. been maintained independently of the will I do Monday, March 17, Derby. not say or suggest. However that may be, I Thursday, March 20, Warwick. think that, circumstanced as this case is, the will cured the defect (if any), the infirmity (if any), in that transaction, and was equally ef- Jervis, L. C. J. and Wightman, J. fectual with respect to the real estate, as to which, however, if the plaintiff shall desire an
Monday, March 10, Aylesbury. issue devisavit vel non, or an opportunity to
Thursday, March 13, Bedford. bring an ejectment, possibly he ought to have
Monday, March 17, Huntingdon. it.” Hindson v. Weatherill, 5 De G., M'N. &
Wednesday, March 19, Cambridge. G. 301.
Monday, March 24, Bury St. Edmunds.
Saturday, March 29, Norwich and City. LAW OF COSTS. OF EQUITABLE MORTGAGEE'S PETITION
Alderson, B. and Coleridge, J.
Wednesday, February 27, Hertford. A LEASE was deposited with the petitioners
Monday, March 3, Chelmsford. accompanied by a memorandum expressly
Thursday, March 6, Lewes.
Monday, March 10, Maidstone. constituting them equitable mortgagees of the Monday, March 17, Kingston.
COURT OF RECORD.
Circuits of the Judges.- Common Law Procedure Act.-Candidates Passed. 287
Tuesday, March 4, Durham.
Saturday, March 8, York and City.
Saturday, March 22, Liverpool. Monday, March 3. Reading. Wednesday, March 5, Oxford. Saturday, March 8, Worcester and City. COMMON LAW PROCEDURE ACT, Wednesday, March 12, Stafford.
1854. Wednesday, March 19, Shrewsbury. Monday, March 24, Hereford.
EXTENSION OF ACT TO 'MANCHESTER CITY Wednesday, March 26, Monmouth. Saturday, March 29, Gloucester and City.
It is ordered by her Majesty in Council
that within one month after such order shall NORTH WALES,
have been published in the London Gazette Erle, J.
all the provisions of the “Common Law ProMonday, March 10, Welchpool.
cedure Act, 1854” (except such as are contained Thursday, March 13, Bala.
in the sections of the said Act, numbered reSaturday, March 15, Carnarvon.
spectively 2, 17, 75, 76, 77, 95, 97, and 98, and Wednesday, March 19, Beaumaris. the whole of the 99th section, except so much Saturday, March 22, Ruthin.
thereof as explains the meaning of the word Thursday, March 27, Mold.
action,” and also except sections 100, 101, Saturday, March 29, Chester and City. 102, 104, 105, and 107, in the copy of the said
Act printed by her Majesty's Printer), shall SOUTH WALES.
extend and apply to the Court of Record Williams, J.
within the city of Manchester, as to matters
and proceedings in the said Court. Monday, March 3, Haverfordwest & Town. And it was further ordered, that all the auThursday, March 6, Cardigan.
thorities, powers or duties exercisable by the Monday, March 10, Carmarthen.
Court or a Judge, or any number of Judges, Friday, March 14, Swansea.
under any of the sections of the said “ Common Saturday, March 22, Brecon.
Law Procedure Act, 1854,” hereby extended Wednesday, March 26, Presteign.
and applied to the said Court of Record within Saturday, March 29, Chester and City. the city of Manchester shall, as regards matters
and proceedings in the said Court of Record,
be exercisable and exercised by such Court, or Platt, B., and Crowder, J.
the Recorder thereof; and that all the authoMonday, March 3, Winchester.
rities, powers or duties exercisable by a Master, Saturday, March 8, Salisbury.
or any number of Masters, under any of the Wednesday, March 12, Dorchester.
sections of the said Act as aforesaid, shall, as Saturday, March 15, Exeter and City.
regards matters and proceedings in the said Saturday, March 22, Bodmin.
Court of Record, be exercisable and exercised Thursday, March 27, Taunton.
by the Registrar of the said Court of Record or his deputy; and that all the authorities, powers and duties, exercisable by a Sheriff
under any of the sections of the said Act as Martin, B. and Willes, J.
aforesaid, shall, as regards matters and proMonday, February 18, Lancaster.
ceedings in the said Court of Record, be exerThursday, February 21, Appleby.
cisable and exercised by the Serjeant-at-Mace Saturday, February 23, Carlisle.
of the said city of Manchester.-From the Wednesday, Feb. 27, Newcastle and Town. London Gazette of February 1.
CANDIDATES WHO PASSED THE EXAMINATION.
Hilary Term, 1856.
Names of Candidates.
To whom Articled, Assigned, 8c.