Proposed Executor aud Trustee Company.―Joint-Stock Companies' Bill.

Two other gentlemen, a banker and a barrister, have, however, entered on the Books of the Registrar of Joint-Stock Companies, the following description of their proposed company :-"No. 5063.

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 conspicuous position, in letters easily legible, and shall have its name engraven in legible mentioned in legible characters in all notices, characters on its seal, and shall have its name advertisements, and other official publications of such company, and in all bills of exchange, promissory notes, cheques, orders for money, bills of parcels, invoices, receipts, letters, and other writings used in the transaction of the business of the company; s. 31.

"Executor and Trustee Company.

If such company does not paint or affix, and keep painted or affixed, its name, in manner aforesaid, they shall be liable to a penalty not exceeding 51. for not so painting or affixing its

"To undertake executorships and the management of trusts and other property on commission, or for other remuneration, as may be agreed upon with parties interested therein, and for that purpose to hold as executors or trustees such property as a joint-stock com-name, and for every day during which such pany may lawfully hold.

"The promoters of the company. "Charles Twigg, Banker, 27, Great St. Helens, and 105, Great Titchfield Street, Portland Place.

"Thomas Norton, Barrister, 1, Mitre Court Buildings, Temple, and 23, Abingdon Street, Westminster."

We are informed that the Registrar at first declined to make this extraordinary entry, and an application was made last Term to the Court of Queen's Bench, who, considering that the duty of the Registrar was merely ministerial, directed the entry to be made. We are not aware whether the Court was informed that this magnificent company consisted of two persons only.

name is not so kept painted or affixed; and if any officer of the company, or any person on its behalf, uses any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of such company, or of any bill of exchange, promissory note, cheque, order for money, bill of parcels, invoice, reaction of the business of the company, wherein ceipt, letter, or other writing used in the transits name is not mentioned in manner aforesaid, he shall be liable to a penalty of 50l., and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, order for money, for the amount thereof, unless the same is duly paid by the com

pany; s. 32.

General Meetings.-A general meeting of the company shall be held once at the least in every

year; s. 33.

In the Bill now before the House of Commons, joint-stock companies must consist of not less than seven persons for cerAny 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 of the company, whether contained in the memorandum of association, articles of association, or in the table marked B. in the schedule, or repeal or alter any special resolution already passed; s. 34.

tions in the Law.

JOINT-STOCK COMPANIES' BILL.

MANAGEMENT AND ADMINISTRATION.

Office of Company.-The company shall have a principal office, to which all communications and notices may be addressed: If any such company carries on business without having such an office, they shall incur a penalty not exceeding 51. for every day during which business is so carried on; s. 29.

Notice of the situation of such office, and of any change therein, shall be given to the registrar of companies, and recorded by him: If such notice is not given the company shall forfeit 21. for every day during which any violation of this section continues; s. 30.

Every limited company shall paint or affix, and shall keep painted or affixed, its name on

A resolution shall be deemed to be a special resolution of the company whenever the same has been passed by three-fourths in number and value of such shareholders of the company as may be present in person or by proxy at any meeting, of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such shareholders as may be present in person or by proxy at a subsequent meeting, of which due notice has been given, and held at an interval of not less than one month, nor more then three months, from the date of the meeting, at which such special resolution was first passed. Unless a poll is demanded by at least five shareholders a decla

Joint-Stock Companies' Bill-Management and Administration.

ration of the chairman of any such meeting as aforesaid, that a special resolution has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against the same. Notice of any meeting shall, for the purposes of this section, be deemed to be duly given whenever it is given in manner prescribed by the bye-laws of the company;

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 57. in respect of or assured for an indefeasible estate of in- each such breach; s. 51. heritance in fee simple, free from incumbrances occasioned by them, or otherwise for such estate or interest as therein expressed to be assured free from incumbrances occasioned by them:

A covenant that the person to whom such lands or premises are conveyed or assured, his heirs, successors, executors, administrators, and assigns, (as the case may be,) shall quietly enjoy the same against the company and their successors, and all other persons claiming under them, and be indemnified and saved harmless by the company and their successors from all incumbrances occasioned by the company: A covenant for further assurances of such lands, at the expense of the person to whom such lands are conveyed, his heirs, successors, executors, administrators, or assigns, (as the case may be,) by the company or their successors, and all other persons claiming under them; s. 46.

Accounts.

In the case of every company that carries on a trade or business having gain for its object a balance sheet shall be made out in every year, and laid before a general meeting of the company, and such balance sheet shall contain a summary of the property and liabilities of the company, arranged under the heads appearing in the form marked H. in the schedule hereto or as near thereto as circumstances admit; s.

47.

Upon the conclusion of the examination the inspectors shall report their opinion to the Board of Trade. Such report shall be written or printed, as the Board of Trade directs. A copy shall be forwarded by the Board of Trade to the principal office of the company, and a further copy shall, at their request, be delivered to the shareholders upon whose application the inspection was made, or to any one or more of them. All expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders upon whose application the inspectors were appointed; s. 52.

The company in general meeting may appoint inspectors for the purpose of examining into the affairs of the company: the inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting direct; s. 53.

A copy of the report of any inspectors appointed under this Act, authenticated by the have made inspection, shall be admissible as seal of the company into whose affairs they evidence in any legal proceeding; s. 54.

Notices.

Any summons, notice, writ, or proceeding requiring to be served upon the company may be served by leaving the same, or sending it through the post addressed to the company, at their principal office, or by giving it to any di rector, secretary, or other principal officer of the company; s. 55.

At any time within one month from the holding of a general meeting, before which any balance sheet has been laid, any shareholder 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 noA 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 57. a day for every day during which such violation of this section continues; s. 49.

Examination of Affairs of Company. Upon the application of one-fifth in number and value of the shareholders of any company, the Board of Trade may appoint one or more competent inspectors to examine into the affairs of the company, and to report thereon in such manner as the Board of Trade directs; s. 50. It shall be the duty of all officers and agents of the company to produce their books for the examination of the inspectors, and to facilitate such examination to the extent of their power: any inspector may examine the officers and agents of the company in relation to its business, and it shall be their duty to answer any questions proposed to them by the inspectors:

ing requiring authentication by the company may be signed by any director, secretary, or other authorised officer of the company, and nced not be under the common seal of the

company, and the same may be in writing or in print, or partly in writing and partly in print; s. 57.

Legal Proceedings.

All offences under this Act made punishable by any penalty may be prosecuted summarily before two or more Justices, as to England in manner directed by an Act passed in the Session holden in the 11 & 12 Vict. c. 43, intituled

An Act to facilitate the performance of the duties of Justices of the Peace out of Sessions within England and Wales with respect to summary convictions and orders," and as to Ireland in the manner directed by the Act

318

Joint-Stock Companies' Bill.—Trial of Offences Bill.—Review.

passed in the Session holden in the 14 & 15 bind the prosecutor and witnesses to appear on Vict., intituled "An Act to consolidate and the trial; s. 9. amend the Acts regulating the proceedings of Petty Sessions, and the duties of Justices of the Peace out of Quarter Sessions in Ireland;"

s. 58.

The Justices imposing any penalty under this Act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of her Majesty's exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the consolidated fund of the United Kingdom; s. 59.

Alteration of Forms.

The Board of Trade may from time to time make such alterations in the forms and tables

contained in the schedule hereto as they deem requisite, but they shall, before issuing any altered form or letter, give such public notice as may be necessary for the purpose of preventing inconvenience; s. 60.

TRIAL OF OFFENCES BILL.

THE proposed enactments in this Bill are as follow :

The Court of Queen's Bench may order any indictment which has been removed into that Court to be tried at the Central Criminal Court; s. 1.

When any such order has been made, the indictment shall be transmitted to the Central Criminal Court; s. 2.

When any such order has been made, the depositions, &c., shall be returned to the Central Criminal Court; s. 3.

When any such order has been made, the prisoner shall be removed to Newgate; s. 4. When the indictment has been transmitted, the Central Criminal Court shall have the same authority as if the offence had been committed within its jurisdiction; s. 5.

Any person convicted may be sentenced to be punished, either in the county where the offence was committed or within the jurisdiction of the Central Criminal Court; s. 6.

Any prisoner removed or committed to Newgate under this Act may be taken to and from

the Central Criminal Court as often as need be; s. 7.

Every prisoner whilst being removed or detained under this Act shall be deemed to be in lawful custody (14 & 15 Vict. c. 55, s. 22); s. 8. When a certiorari is delivered to any Court to remove any indictment, such Court may

Process may be issued against any

defendant

at large, and witnesses may be compelled to attend the trial; s. 10.

Expenses of the prosecution and rewards may be ordered to be paid; s. 11.

Her Majesty in council may make rules to effect the purposes of this Act; s. 12.

No objection to be taken to any writ of certiorari, order, or other proceeding for removing any indictment, &c.; s. 13.

It shall not be necessary to prove that any indictment has been properly removed or transmitted; s. 14.

Verdicts and judgments to be valid; s. 15. Any defendant on bail may be bailed again or committed to Newgate; s. 16.

Prosecutor and witnesses may be bound by recognizance to appear again at the Central Criminal Court; s. 17.

The Court of Queen's Bench may impose any terms which seem reasonable on any defendant applying to be tried at the Central Criminal Court; s. 18.

The treasurer of the county where the offence was committed shall pay the expenses of the prisoner's maintenance, &c., in Newgate; s. 19. An account of the expenses of any prisoner shall be delivered to the treasurer of any county where the offence was committed (5 & 6 Vict. c. 98, s. 21); s. 20.

Any dispute shall be settled by arbitration (5 Geo. 4, c. 85, s. 2); s. 21.

In case the barrister die, &c., another may be appointed (7 & 8 Vict. c. 93, s. 2); s. 22.

Act not to affect any peer or peeress; s. 23. [Some amendments in this Bill have been made in Committee.]

NOTICES OF NEW BOOKS.

4 Selection of Leading Cases on Real Property, Conveyancing, and the Construction of Wills and Deeds. By OWEN DAVIES TUDOR, Esq. Butterworths.

MR. TUDOR'S Selection of Leading Cases in Equity is well known, and has acquired a deserved reputation. The idea of taking a single prominent case to serve as the text and theme for a dissertation upon a legal principle, first adopted by the late lamented J. W. Smith, and admirably applied by him in his Selection of Leading Cases bearing upon the Common Law, has been successfully pursued by Mr. Tudor, and the work

Review: Tudor's Selection of Leading Cases.—The Law Magazine.

319

before us is another specimen of this pecu- ritance, rule in Shelley's case, bequest wheliar method of treatment. The advantage ther vested or contingent, easements, recoof studying the law through the medium of very, use upon use, gifts to children as a cases has long been recognised, indeed the class, rule in Wild's case. principle is as old as the law itself. The that this list is very miscellaneous and emIt will be seen old dom-bocs of the Anglo-Saxons appear braces some of the most prominent questo be little more than records of actual tions concerning the disposal and devoludecisions, and from the time of Edward the tion of land and the peculiarities of real Second, when the Year Books commenced, estate. we have a continued series of reports, which The work has not, of course, the are the repertory and storehouse of law. hensive and exhaustive character of one excompreText-writers may analyse, refine, and extract pressly devoted to a single subject,-as to principles, but, after all, the reported cases conveyancing alone, for instance, to powers, remain the real pabulum of the lawyer. A or the law of wills. The advantage it afprinciple presented in its concrete form, fords is to present to the lawyer, in a readthrough the medium of an example, is more able and accessible form, a mass of cases of easily retained, and more suggestive than the most frequent reference, accompanied when it is offered in its abstract form. The by an appendix of illustrative matter, giving method of cases has also been found very a complete view of the present condition of convenient as affording an easy nomencla- the law as to the points involved. ture and mode of reference,-Shelley's case, As to the way in which Mr. Tudor has for instance, at once suggests a certain doc- executed his task, within the limits which trine of law which could hardly be so shortly he has marked out for himself in the preor conveniently referred to in any other sent volume, we are able to speak of it in way. It is true that some of the older terms of the highest commendation. His cases are quaint and crabbed,-they are like expositions, where he has occasion to speak old dried anatomical preparations handed in his own language, are clear and well condown from former practitioners, which have sidered, and his industry is attested by the formed the subject of lectures and demon- fact that considerably more than 3,000 strations to many a successive series of cases are cited or referred to in the notes. students. In the fact, however, that they The work will doubtless be a valuable addihave been over and over again anatomised, tion to the library of the working lawyer, and repeatedly referred to by way of illus- as well as to that of the student.

tration or authority, lies their peculiar value, and some of the old Elizabethan decisions seem likely to remain as legal landmarks as long as the English Law lasts.

THE LAW MAGAZINE.

[FROM A CORRESPONDENT.] The field which Mr. Tudor has chosen for the present selection is a tolerably wide ward, it was distinguished by vigorous writing, WHEN this Review was edited by Mr. Heyone, embracing real property, conveyancing, and by large and liberal ideas of all the ques

and the construction of wills and deeds. In

illustration of these subjects the number of tions which came under its examination. Mr. leading cases given is but 35, but these, to- Heyward was succeeded by Mr. Symons. gether with the illustrative commentaries, During his reign some subjects were discussed form a bulky volume of above 800 pages. in a manner, which the Legal Observer felt We may as well give a list of the topics itself called upon to condemn, and certainly touched upon; they are as follows:-Exces- an occasional want of good taste, if not disresive execution of powers, escheat and for- gard of facts, was displayed, in the shape of feiture, devise vested on contingent, tenancy attacks upon the Incorporated Law Society, for life, condition repugnant to estate void, the groundless nature of which were successperpetuities, uses and trusts, apportionment fully exposed. During Mr. Symons' tenure of rents, commons, mortmain, extrinsic evidence in wills, powers, lapse, merger, failure of power the Law Magazine was, in other reof issue, simony, estates by implication, ac- spects, conducted with considerable ability, cumulation, executory or substituted gift in with perfect honesty, and with marked indewills, what words confer an estate tail, joint pendence. It has now been committed to the tenancy and tenancy in common, gift of sum hands of a new Editor, and an attempt is to be to be raised out of real estate, whether vested made by "strenuous efforts," to "render the or contingent, tenancy at will or from year to periodical more worthy than heretofore of conyear, tenancy at sufferance, estates of inhe-fidence and support." For such a purpose