TABLE OF REFERENCES

ΤΟ

THE COMPANIES ACT, 1862 (25 & 26 VICT. c. 89).

COMPANIES ACT, 1867 (30 & 31 VICT. c. 131).

[Where a reference is marked with an asterisk the section is given in full.]

641

155, 301

41

156

Page 24, line 5 from bottom, add "East v. Whitney, W. N. 1877, 80." Page 38, line 19 from bottom, "the decision in Brown & Co. v. Brown has since been reversed by the Court of Appeal. See W. N. 1877, 52.”

Page 141, line 12 from top, "Hope v. International Financial Society," has since been reported in 4 Ch. Div. 327.

Page 157, line 2 from top, al “Johnson v. Lyttles' Iron Co., W. N. 1877, 78."

Page 161, line 11 from top, for "Form 2" read " Form 19, infra, p. 265.” Page 164, line 17 from top, add " In re Compagnie Générale de Bellegarde, Campbell's Case, 4 Ch. Div. 470.”

Page 169, line 12 from bottom, for "Clause 118a, infra” read "Form 32, infra, p. 275."

Page 289, line 16 from top, add "In re Brynmawr Coal and Iron Co., W. N. 1877, 45, as to the conclusive effect of a declaration by the Chairman of a meeting that an extraordinary resolution for winding-up has been carried."

Page 290, line 5 from bottom, "Hope v. International Financial Society has since been reported in 4 Ch. Div. 327.”

Page 375, line 14 from top, add "In re Lowestoft, Yarmouth, and Southarold Tramways Co., W. N. 1877, 62."

Page 481, line 6 from top. "The decision however of Jessel, M. R., in Griffith v. Paget, W. N. 1877, 80, if correct, may, in some cases, seriously affect the practicability of such a scheme of re-construction."

Page 496, line 10 from bottom, "See, however, the case of Griffith v. Paget, ubi supra.”

Page 648, line 12 from top, "See In re Brynmawr Coal and Iron Co., ubi supra."

NOTES OF SOME EDITIONS CITED, AND

ABBREVIATIONS.

Buckley on the Law and Practice under the Companies Acts, 2nd Ed. 1875, is cited as "Buckley."

Dart's Vendors and Purchasers, 5th Ed., 1876, is cited as "Dart, V. P." Law Reports. The Chancery Appeal cases and the Equity cases are cited as "Ch." and "Eq." simply.

Lindley on the Law of Partnership, 3rd Ed., 1873, is generally cited as "Lindley."

Pemberton on Judgments and Decrees, 1st Ed.

Seton on Decrees, 4th Ed., 1877.

Pollock's Principles of Contract at Law and in Equity is cited as " Pollock on Contracts."

Sir Henry Thring's work on the Companies Acts is referred to as "Thring."

The Companies Act, 1862 (25 & 26 Vict. c. 89) is sometimes cited as "the Act of 1862" and "the Act."

The Companies Act, 1867 (30 & 31 Vict. c. 131) is sometimes cited as the Act of 1867.

The Companies Acts, 1862 and 1867 are sometimes cited as "the Acts of 1862 and 1867."

For Errata and Addenda, see supra, p. xxxi.

CONVEYANCING

AND OTHER FORMS AND PRECEDENTS

RELATING TO

COMPANIES

INCORPORATED UNDER THE COMPANIES ACTS, 1862 AND 1867.

AGREEMENTS.

INTRODUCTORY NOTES.

THE primary object of a large proportion of companies Acquisition formed under the Companies Acts, 1862 and 1867, is the of property commonly acquisition of a specific property, e.g. a mine, a patent, a business, primary object a concession, a contract, and so forth. of company.

The memorandum of association frequently states the acquisition of the specific property as one of the objects of the company, thus: "The objects for which the company is established are-To purchase certain coal mines, situate, &c., and known as," &c. But, even where the memorandum only states the objects in general terms-e.g., "To purchase and work coal mines," &c., there is, in most instances, a specific property in the background, which the company is, in fact, formed to acquire.

Hence it is that one of the first acts of so many companies Hence is to adopt, or enter into, an agreement for the acquisition of agreement property.

necessary.

In most cases where the immediate acquisition of property Plans usually by a company is contemplated, one or other of the following adopted. plans is adopted:

PLAN 1. Before the incorporation of the company, the Plan 1.

B

promoters procure the owner of the property to enter into an agreement with some person, on behalf of the intended company, for the sale of the property to the company upon certain terms and conditions. The memorandum and articles of association of the company are settled, with the concurrence of the vendor and of the promoters, contemporaneously with this agreement. In the articles is inserted a clause referring to the agreement [see infra, p. 21], and authorising the directors to adopt and carry it into effect. The memorandum and articles are then registered, and the registrar issues his certificate, whereupon the company becomes incorporated [see infra, p. 75]. Shortly after the incorporation the directors hold a meeting at which the preliminary agreement is taken into consideration, and a resolution passed for its adoption. Notice of the adoption is subsequently given to the vendor, Supplemental and in due course the agreement is carried into effect. Someagreement times the adoption is effected by means of a brief supplemental agreement, to which the vendor, the agent, or trustee, and the company are parties, whereby the original agreement is rendered binding on the company. [See form of such agreement, infra, p. 56.] The reason why the second agreement is executed is that some doubt exists whether a company can ratify an agreement made before its incorporation. Kelner v. Baxter, L. R. 2 C. P. 174, Scott v. Lord Ebury, ibid. 255.

sometimes executed.

Plan 2.

Plan 3.

PLAN 2. Before the incorporation of the company an agreement, expressed to be made between the vendor and the company, for the sale of the property to the company, is, with the privity of the vendor and the promoters, prepared. The memorandum and articles are at the same time prepared and settled with the like privity. In the articles is inserted a clause referring to the agreement and authorising or requiring the directors forthwith to affix the seal of the company thereto, or declaring that the company shall forthwith execute the agreement.

The memorandum and articles are then registered, and the registrar issues his certificate. At the first meeting of the directors the agreement is taken into consideration, and a resolution passed for its adoption. The vendor is informed of the resolution, and a day appointed for completion, when the agreement is executed and in due course carried into effect.

PLAN 3.-This plan only differs from Plan 2 in one respect,