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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 manner 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, 8. 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 8. 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 6l. for every day during behalf in any place not situate in the United which such neglect to give notice continues; Kingdom, and every deed signed by such ats. 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 bave 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; 8. 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; s. 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 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; s. 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, execators, 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 apon a trade or business having gain for its ob. pointed under this Act, authenticated by the ject a balance sheet shall be made out in every have made inspection, shall be admissible as

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 51. 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 E.camination of Affairs of Company.

need not be under the common seal of the

and the same may be in writing or Upon the application of one-fifth in number company, and value of the shareholders of any company,

in print, or partly in writing and partly in the Board of Trade may appoint one or more

print; s. 57. 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 manner 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

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; 8. 9. amend the Acts regulating the proceedings of Petty Sessions, and the duties of Justices of

Process may be issued against any defendant the Peace out of Quarter Sessions in Ireland;" at large, and witnesses may be compelled to s. 58.

attend the trial; s. 10. The Justices imposing any penalty under this Act may direct the whole or any part

Expenses of the prosecution and rewards thereof to be applied in or towards payment of may be ordered to be paid ; s. 11. the costs of the proceedings, or in or towards

Her Majesty in council may make rules to the rewarding the person upon whose informa- effect the purposes of this Act; 8. 12. tion or at whose suit such penalty has been re- No objection to be taken to any writ of cercovered; and, subject to such direction, all penalties shall be paid into the receipt of her tiorari, order, or other proceeding for removing Majesty's exchequer, in such manner as the any indictment, &c.; s. 13. Treasury may direct, and shall be carried to It shall not be necessary to prove that any and form part of the consolidated fund of the indictment has been properly removed or transUnited Kingdom; s. 59.

mitted ; s. 14. Alteration of Forms.

Verdicts and judgments to be valid; s. 15. The Board of Trade may from time to time make such alterations in the forms and tables

Any defendant on bail may be bailed again contained in the schedule hereto as they deem or committed to Newgate ; s. 16. requisite, but they shall, before issuing any Prosecutor and witnesses may be bound by altered form or letter, give such public notice recognizance to appear again at the Central as may be necessary for the purpose of prevent- Criminal Court; s. 17. ing inconvenience; s. 60.

The Court of Queen's Bench may impose TRIAL OF OFFENCES BILL.

any terms which seem reasonable on any de

fendant applying to be tried at the Central The proposed enactments in this Bill are as

Criminal Court; s. 18. follow :

The treasurer of the county where the offence The Court of Queen's Bench may order was committed shall pay the expenses of the any indictment which has been removed into prisoner's maintenance, &c., in Newgate; s. 19. that Court to be tried at the Central Criminal

An account of the expenses of any prisoner Court; s. 1.

shall be delivered to the treasurer of any county When any such order has been made, the where the offence was committed (5 & 6 Vict. indictment shall be transmitted to the Central C. 98, s. 21); s. 20. Criminal Court; 8. 2.

Any dispute shall be settled by arbitration When any such order has been made, the (5 Geo. 4, c. 85, 8. 2); s. 21. depositions, &c., shall be returned to the Cen.

In case the barrister die, &c., another may tral Criminal Court; s. 3.

be appointed (7 & 8 Vict. c. 93, s. 2); s. 22. When any such order has been made, the

Act not to affect any peer or peeress; s. 23. prisoner shall be removed to Newgate ; s. 4. [Some amendments in this Bill have been

When the indictment has been transmitted, made in Committee.] the Central Criminal Court shall have the same authority as if the offence had been committed

NOTICES OF NEW BOOKS. within its jurisdiction ; s. 5.

Any person convicted may be sentenced to A Selection of Leading Cases on Real Probe punished, either in the county where the

perty, Conveyancing, and the Construeoffence was committed or within the jurisdic

tion of Wills and Deeds. By OWEN tion of the Central Criminal Court; s. 6.

DAVIES Tudor, Esq. Butterworths. Any prisoner removed or committed to New

Mr. Tudor's Selection of Leading Cases gate under this Act may be taken to and from in Equity is well known, and has acquired the Central Criminal Court as often as need

a deserved reputation. The idea of taking be; s. 7.

a single prominent case to serve as the text

and theme for a dissertation upon a legal Every prisoner whilst being removed or de principle, first adopted by the late lamented tained under this Act shall be deemed to be in J. W. Smith, and admirably applied by him lawful custody (14 & 15 Vict. c. 55, s. 22); s. 8. in his Selection of Leading Cases bearing

When a certiorari is delivered to any Court upon the Common Law, has been success. to remove any indictment, such Court may fully 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. It will be seen principle is as old as the law itself. The that this list is very miscellaneous and emold 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 compreare the repertory and storehouse of law. hensive and exhaustive character of one exText-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

THE LAW MAGAZINE. seem likely to remain as legal landmarks as long as the English Law lasts.

[FROM A CORRESPONDENT.] The field which Mr. Tudor has chosen

When this Review was edited by Mr. Heyfor the present selection is a tolerably wide ward, it was distinguished by vigorous writing, one, embracing real property, conveyancing, and by large and liberal ideas of all the quesand the construction of wills and deeds. In

tions which came under its examination. Mr. illustration of these subjects the number of leading cases given is bút 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 evi

of power the Law Magazine was, in other redence in wills, powers, lapse, merger, failure of 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

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