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The Legal Observer,

AND

SOLICITORS' JOURNAL,

“Still attorneyed at your service."-Shakespeare,

SATURDAY, FEBRUARY 23, 1856.

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LAW BILLS IN PROGRESS. Copyhold Land for Charitable Uses, and to

shorten the time as to the enrolment of LAST week we called attention to the Deeds for Charitable Uses from twelve to Bills for the amendment of the Law which six months. There is also a Bill relating appeared to be of prominent importance to to the arrangement of Turnpike Trusts, and the Profession,-namely, the Settled Es- another for the Inclosure of Commons, purtates Bill, the Partnership and Joint-Stock suant to the Report of the Commissioners. Companies Bills, and the Ecclesiastical II. In the department of the Common Courts. The latter Bill, however, has only Law may be classed the two Bills for the just been printed.

amendment of the Law of Partnership and We now proceed to notice several other Joint-Stock Companies, which have been measures, which will be found in our weekly previously noticed ; and to these may be list, and where the several stages at which added Mr. Craufurd's Bill to authorise the all the Bills in any way affecting the Pro- enforcement of English Judgments by Exefession have arrived are from time to time cution in Scotland and Ireland, and of the recorded. Arranging these measures under latter in England. a few general heads, they are as follow :- It is said that a Bill will be brought in

I. Let us in the first place take the Bills to carry the recommendations of the County which relate more or less to the Law of Court Commissioners into effect for the imProperty. Besides the Settled Estates Bill, provement of the practice in those Courts ; already adverted to, Mr. Malins has given but at present we have notice only that notice of a Bill to enable married women to Mr. Roebuck intends to introduce a Bill to dispose of their Reversionary interests, and regulate the salaries of the County Court of another to abolish the distinction be- Judges. tween Specialty and Simple Contract Debts. III. There are two Bills relating to These Bills have not yet been printed. Church Rates. That of Sir William Clay Next there is a Bill brought in by Mr. recites that in many parishes rates have Wilson on the part of the Government, to ceased to be collected, and in others have amend the Acts relating to the advance of given rise to litigation, and he proposes to Public Money to promote the Improvement abolish them and substitute voluntary conof Land by Drainage, -such advances, with tributions. By the Marquis of Blandford's the expense of surveys and investigation, to Bill it is proposed to confine the Church be secured by a rent-charge on the land, Rates to the maintenance of the fabric and whereupon the Treasury may direct the ad- the necessary fittings of Parish Churches. vances to be made, with powers regarding Further, a Bill has been brought in by the apportionment of the land.

the Marquis of Blandford to facilitate the In the Bill to amend the Law relating to formation and endowment of separate and the Conveyance of Lands for Charitable distinct parishes. The objects appear to Uses, introduced by Mr. Atherton, it is be to form new parishes where the extent proposed to remove the doubts which have of population may require them ;-to conarisen as to the validity of an Assurance of vert districts having churches into separate Vol. LI. No. 1,459.

s

314

Law Bills in Progress.- Proposed Executor and Trustee Company. parishes ;—to provide for the patronage bringing forward an amendment in behalf and due endowment of the new parishes ;— of the Attorneys. The principle of the and regulate pew rents, burials, &c. prohibition evidently applies only to those

IV. Several Criminal Law and Police who practise before Justices of the Peace, measures are now before Parliament. One and if Attorneys, whilst holding the office of them appears to have arisen out of an of Magistrate, were precluded from such application in the extraordinary case of a practice, the object of the Legislature would surgeon charged with numerous murders by be satisfied. poison, to remove the trial from the county VI. Two specimens of consolidation of wherein the crimes are alleged to have been the Statutes are proposed by Sir Fitzroy committed, to London. The Bill proposes Kelly :-the one relating to offences against to enable the Court of Queen's Bench to the Person ; the other to the Law of Bills direct trials in certain cases, to take place of Exchange and Promissory Notes. M. at the Central Criminal Court.

Napier, the late Attorney-General for IreA Select Committee has been appointed, land, has another plan for amending our at the instance of Mr. J. G. Phillimore, on Statute Law by appointing a Minister of Justhe often debated appointment of a Public tice and a competent staff. And then there Prosecutor. We presume the next Bill is still in force the Royal Commission for will be more rational than the last, for cer- consolidating and amending the Statute Law. tainly no plan could be so objectionable, We fear, in this multitude of Counsellors, with its assistant prosecutors, its district there is a considerable conflict of wisdom, agents and assistant agents all over the and great danger of verifying the homely kingdom, forming, indeed, an army of cri- adage of “ too many cooks." minal practitioners, appointed by the Government or the magistrates, to the exclu

There is also a Bill for the Incorporation sion, for the most part, of the Attorneys of the Medical Profession, not as a “Unifor the injured parties.

versity” (such as has been proposed for In the department of Police there are the Bar), but for establishing a general two Bills ;-the one relating to the Metro- Council for the regulation and registry of polis,—the chief object of which is to ap- all the members of the several branches of point one Chief Commissioner of Police that Profession, and as it appears without with two assistant Commissioners. The any objectionable interference with the exformer at a salary of 15001., the others at isting Colleges of Physicians, Surgeons, &c. 8001.

The other Bill, relating to the We shall advert to this hereafter. Police in Counties and Boroughs, is designed for the more effectual prevention PROPOSED EXECUTOR AND TRUSTEE and detection of Crime, the suppression of

JOINT-STOCK COMPANY. Vagrancy, and the maintenance of good order. By one of the clauses the Treasury is authorised to pay one-fourth of the es- The Profession has been relieved this pense of the Police where the population is Session from the renewal of the project under 5,000.

which was, during three Sessions before V. Mr. Colvile's Bill to amend the Laws Parliament,—designed not merely for estarelating to the Qualification of Justices of blishing a Joint-Stock Esecutor and Trustee the Peace extends the Property Qualifica- Company, with authority to sue and be tion to Interest in Land amounting to 1001. sued in its corporate name, or the name of a year ; Interest in Land in right of Wife ; its officer; but of altering the Law relating Interest in Personal Property to the amount to Trustees and Executors, and enabling of 3001. a year; Income from Office or them (without any permission from the Pension; Qualification by rank or degree, settlor or testator) to make a profit of their and by holding certain offices.

trust; and to confer other powers on the It repeals the 33rd section of the 6 & 7 particular company, not sanctioned by the Vict. c. 73, and enacts, that no Attorney, general law. The late South Sea Company Solicitor, or Proctor shall be a Justice of abandoned their application after the signal the Peace for any county during such time defeat they sustained in the Select Comas he shall continue in practice. But the mittee of the House of Lords, appointed at Act is not to extend to any City, Town, &c., the instance of the Incorporated Law Sohaving Justices of the Peace by Charter, ciety. And although the other respectable Commission or otherwise.

pri moters of another company introduced These clauses afford an opportunity of their Bill a second time, their measure was

Proposed Executor aud Trustee Company.-Joint-Stock Companies' Bill. 315 postponed last Session, and they have not the outside of every office or place in which come forward again.

the business of the company is carried on, in a Two other gentlemen, a banker and a conspicuous position, in letters easily legible, barrister, have, however, entered on the and shall have its name engraven in legible Books of the Registrar of Joint-Stock Com- characters on its seal

, and shall have its name panies, the following description of their advertisements, and other official publications

mentioned in legible characters in all notices, proposed company :

of such company, and in all bills of exchange, “ No. 5063.

promissory notes, cheques, orders for money, Executor and Trustee Company.

bills of parcels, invoices, receipts, letters, and “To undertake executorships and the ma- business of the company; s. 31.

other writings used in the transaction of the nagement of trusts and other property on com- If such company does not paint or affix, and mission, or for other remuneration, as may be keep painted or affixed, its name, in manner agreed upon with parties interested therein, aforesaid, they shall be liable to a penalty not and for that purpose to hold as executors or exceeding 51. for not so painting or affixing its trustees such property as a joint-stock com- name, and for every day during which such pany may lawfully hold.

name is not so kept painted or affixed; and if * The promoters of the company. any officer of the company, or any person on " Charles I'wigg, Banker, 27, Great St. its behalf, uses any seal purporting to be a seal

Helens, and 105, Great Titchfield Street, of the company whereon its name is not so Portland Place.

engraven as aforesaid, or issues or authorises “Thomas Norton, Barrister, 1, Mitre Court the issue of any notice, advertisement, or other

Buildings, Temple, and 23, Abingdon official publication of such company, or of any Street, Westminster.”

bill of exchange, promissory note, cheque, We are informed that the Registrar at first order for money, bill of parcels, invoice, redeclined to make this extraordinary entry, action of the business of the company, wherein

ceipt, letter, or other writing used in the transand an application was made last serm to its name is not mentioned in manner aforesaid, the Court of Queen's Bench, who, consider- he shall be liable to a penalty of 50l., and shall ing that the duty of the Registrar was further be personally liable to the holder of merely ministerial, directed the entry to be any such bill of exchange, promissory note, made. We are not aware whether the cheque, order for money, for the amount thereCourt was informed that this magnificent of, unless the same is duly paid by the comcompany consisted of two persons only.

pany; 8. 32. In the Bill now before the House of

General Meetings.-A general meeting of the Commons, joint-stock companies must con

company shall be held once at the least in every sist of not less than seven persons for cer

Any company registered under this Act, and tain purposes, and not less than 20 for not carrying on a trade or business having others. We may assume, however, that gain for its object, may, and any company these two projectors will be able to obtain carrying on a trade or business having gain five other associates ; but when they have for its object, may, unless prohibited by the done so, they cannot effect the objects con- articles of association, in general meeting, from templated by the former companies, who time to time, by such special resolution as is applied to Parliament for important altera. make new provisions in lieu of any regulations

hereinafter-mentioned, repeal or alter, and tions in the Law.

of the company, whether contained in the me

morandum of association, articles of associaJOINT-STOCK COMPANIES' BILL.

tion, or in the table marked B. in the schedule, or repeal or alter any special resolution already

passed; s. 34. MAXAGEMENT AND ADMINISTRATION.

A resolution shall be deemed to be a special Office of Company. The company shall have resolution of the company whenever the same a principal office, to which all communications has been passed by three-fourths in number and notices may be addressed : If any such and value of such shareholders of the company company carries on business without having as may be present in person or by proxy at any such an office, they shall incur a penalty not meeting, of which notice specifying the intenexceeding 5l. for every day during which busi- tion to propose such resolution has been duly ness is so carried on; s. 29.

given, and such resolution has been confirmed Notice of the situation of such office, and of by a majority of such shareholders as may be any change therein, shall be given to the regis- present in person or by proxy at a subsequent trar of companies, and recorded by him: If meeting, of which due notice has been given, such notice is not given the company shall and held at an interval of not less than one forfeit 21. for every day during which any vio- month, nor more then three months, from the lation of this section continues; s. 30. date of the meeting, at which such special re

Every limited company shall paint or affis, solution was first passed. Unless a poll is deand shall keep painted or affixed, its name on manded by at least five shareholders a decla

year; 8. 33.

316

Joint-Stock Companies' Bill— Management and Administration. ration of the chairman of any such meeting as to be in writing, and signed by the parties aforesaid, that a special resolution has been to be charged therewith, may be made on carried, shall be deemed conclusive evidence behalf of the company, in writing, signed of the fact, without proof of the number or by any person acting under the express or proportion of the votes recorded in favour or implied authority of the company; and against the same. Notice of any meeting shall, such contract may in the same mander be for the purposes of this section, be deemed to varied or discharged: be duly given whenever it is given in manner (3.) Any contract which if made between prescribed by the bye-laws of the company; private persons would by law be valid, s. 35.

although made by parol only, and not reA copy of any special resolution that is duced into writing, may be made on bepassed by any company shall be forwarded to half of the company by any person acting the registrar of companies, and recorded by under the express or implied authority of him: If such copy is not so forwarded within the company; and such contract may in 15 days from the date of the passing of the re- the same way be varied or discharged; solution, the company shall incur a penalty S. 41. not exceeding 21. for every day after the ex- An instrument shall be deemed to be duly piration of such 15 days during which such sealed with the company's seal although the copy is omitted to be forwarded ; s. 36. impression is made on the paper or other sub

A copy of any special resolution shall be stance of which the instrument is composed, given to any shareholder on payment of 1s., and not on wax or other like substance ; s. 42. or of such less sum as the company may direct; 8. 37.

Execution of Deeds. Increase of Capital.— Notice of any increase The company may by instrument under their in the capital of a company shall be given to common seal empower any person, either gethe registrar and recorded by him ; if such nerally or in respect of any specified matters, notice is not given the company shall incur a as their attorney to execute deeds on their penalty not exceeding 61. for every day during behalf in any place not situate in the United which such neglect to give notice continues; Kingdomn, and every deed signed by such at8. 38.

torney, and under his seal, shall be binding on Holding land.-No company that is not for the company to the same extent as if it were the time being carrying on a trade or business under the common seal of the company; s. 43. having gain for its object shall be entitled, A promissory note or bill of exchange shall without the sanction of the Lords of the Com- be deemed to have been made, accepted, or enmittee of Privy Council appointed for the dorsed on behalf of the company, if made, acconsideration of matters relating to trade cepted, or endorsed in the name of the company and foreign plantations, hereinafter called the by any person acting under the express or imBoard of Trade, to hold more than two acres plied authority of the company; s. 44. of land, but the Board of Trade may empower In any mortgage made by the company there any such company to hold lands in such shall be implied the following covenants (unquantity and subject to such conditions as less words expressly negativing such implicathey think fit, and may for that purpose grant tion are contained therein); that is to say, a a licence in the Form marked F. in the Sche-covenant on the part of the company to pay the dule hereto; s. 39.

money thereby secured, and interest thereon, Minutes of proceedings.- The company shall at the time and rate therein mentioned; a cause minutes of all resolutions and of all pro- covenant that they have power to convey or ceedings of general meetings of the company assure the property declared to be conveyed or to be duly entered in books to be from time to assured to the mortgagee free from incumtime provided for the purpose, and any entry brances; and a covenant for further assurance so made shall be receivable in evidence in all of such property, at the expense of the comlegal proceedings without further proof, and pany, to the mortgagee or any person claiming until the contrary is proved, every general through, under, or in trust for him ; and if a meeting in respect of the proceedings of which power of sale is thereby given, such power shall entries are so made shall be deemed to have imply an authority to sell by public auction or been duly held and convened; s. 40.

private contract, altogether or in parcels, and Legal Instruments of Company.

to make, rescind, or vary contracts for sale or

resale without being liable for loss, and also an Contracts on behalf of the company may be authority to give effectual receipts for purchasemade as follows; (that is to say,)

moneys, and such mortgage may be in the (1.) Any contract which if made between form marked G. in the schedule hereto, or as

private persons would be by law required near thereto as circumstances admit; 8. 45. to be in writing and under seal may be In any conveyance or assurance made by the made on behalf of the company, in writ- company there shall be implied (unless words ing, under the common seal of the com- expressly negativing such implication are conpany, and such contract may be in the tained therein) the following covenants on the

same manner varied or discharged : part of the company; (that is to say,) (2.) Any contract which if made between A covenant that, notwithstanding any act or

private persons would be by law required default done by the company. they were Joint-Stock Companies' Bill-Management and Administration.

317 at the time of the execution of such con- if any officer or agent commits any breach of veyance or assurance seised or possessed the duty hereby imposed on him, he shall inof the lands or premises thereby conveyed cur a penalty not exceeding 5l. in respect of or assured for an indefeasible estate of in- each such breach; 8.51. heritance in fee simple, free from incum- Upon the conclusion of the examination the brances occasioned by them, or otherwise inspectors shall report their opinion to the for such estate or interest as therein ex. Board of Trade. Such report shall be written pressed to be assured free from incum- or printed, as the Board of Trade directs. A brances occasioned by them :

copy shall be forwarded by the Board of Trade A covenant that the person to whom such to the principal office of the company, and a

lands or premises are conveyed or assured, further copy shall, at their request, be delivered his heirs, successors, executors, adminis- to the shareholders upon whose application the trators, and assigns, (as the case may be,) inspection was made, or to any one or more of shall quietly enjoy the same against the them. All expenses of and incidental to any company and their successors, and all such examination as aforesaid shall be defrayed other persons claiming under them, and by the shareholders upon whose application the be indemnified and saved harmless by the inspectors were appointed ; s. 52. company and their successors from all in- The company in general meeting may ap

cumbrances occasioned by the company: point inspectors for the purpose of examining A covenant for further assurances of such into the affairs of the company: the inspectors

lands, at the expense of the person to so appointed shall have the same powers and whom such lands are conveyed, his heirs, perform the same duties as inspectors appointed successors, executors, administrators, or by the Board of Trade, with this exception, assigns, (as the case may be,) by the com- that, instead of making their report to the pany or their successors, and all other Board of Trade, they shall make the same in persons claiming under them ; s. 46. such manner and to such persons as the comAccounts.

pany in general meeting direct; s. 53. In the case of every company that carries

A copy of the report of any inspectors apject a balance sheet shall be made out in every have made inspection, shall be admissible as on a trade or business having gain for its ob- pointed under this Act, authenticated by the

seal of the company into whose affairs they year, and laid before a general meeting of the company, and such balance sheet shall contain evidence in any legal proceeding ; s. 54. a summary of the property and liabilities of the

Notices. company, arranged under the heads appearing Any summons, notice, writ, or proceeding in the form marked H. in the schedule hereto requiring to be served upon the company may or as near thereto as circumstances admit; s. be served by leaving the same, or sending it 47.

through the post addressed to the company, at At any time within one month from the their principal office, or by giving it to any di. holding of a general meeting, before which any rector, secretary, or other principal officer of balance sheet has been laid, any shareholder the company; s. 55. may require a copy thereof to be given to him Notices by letter shall be posted in such by the company, on payment of such sum, not time as to admit of the letter being delivered exceeding 6d. for every hundred words and in the due course of delivery within the period figures, as the company may prescribe; s. 48. (if any) prescribed for the giving of such no

A copy of such balance sheet, authenticated tice; and in proving such service it shall be by the seal of the company, shall, within one sufficient to prove that such notice was promonth after the preparation thereof, be for- perly directed, and that it was put into the post warded to the registrar of companies, and re- Office; s. 56. gistered by him; if it is not so forwarded, the Any summons, notice, or writ, or proceedcompany shall incur a penalty not exceeding ing requiring authentication by the company 5l. a day for every day during which such may be signed by any director, secretary, or violation of this section continues; s. 49. other authorised officer of the company, and Examination of Affairs of Company.

nced not be under the common seal of the and value of the shareholders of any company; print; s. 57. Upon the application of one-fifth in number company, and the same may be in writing or

in print, or partly in writing and partly in the Board of Trade may appoint one or more competent inspectors to examine into the affairs

Legal Proceedings. of the company, and to report thereon in such All offences under this Act made punishable manner as the Board of Trade directs ; s. 50. by any penalty may be prosecuted summarily

It shall be the duty of all officers and agents before two or more Justices, as to England in of the company to produce their books for the mapner directed by an Act passed in the Sesexamination of the inspectors, and to facilitate sion holden in the 11 & 12 Vict. c. 43, intituled such examination to the extent of their power: “An Act to facilitate the performance of the any inspector may examine the officers and duties of Justices of the Peace out of Sessions agents of the company in relation to its busi- within England and Wales with respect to ness, and it shall be their duty to answer any summary convictions and orders,” and as to questions proposed to them by the inspectors : Ireland in the manner directed by the Act

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