faith of such statements and representations, he is responsible, although they are untrue, and he is not in point of fact a partner. A man may be fixed with the liabilities and responsibilities of a partner through the medium of his own express admissions or representations, or by acts and dealings calculated to induce customers and others contracting with the firm to believe him to be a partner.(p) "If it can be proved that the defendant had held himself out to be a partner not to the world,' for that is a loose expression, but to the plaintiff himself, or under such circumstances of publicity as to satisfy a jury that the plaintiff knew of it, and believed him to be a partner, he will be liable to the plaintiff in all transactions in which he engaged, and gave credit to the defendant or to the partnership, upon the faith of his being such a partner."(q) "Though in point of fact parties are not partners in trade, yet if one so represents himself, and by that means gets credit for goods for the other, both shall be liable."(r)

But in order to fix a defendant with the liability of a partner upon the strength of his own private statements and admissions, (s) not known or made notorious to the world at large, the plaintiff must, if the defendant shows that such statements and representations were untrue, and that he was not in fact a partner, and had no interest in the concern, (t) prove that he knew of, and acted upon such statements and representations, and dealt with, and credited the firm, under the belief that they were true;() for if the plaintiff was, at the time, ignorant of them, and did not know that the defendant had represented himself to be a partner, he cannot pretend to say that he gave credit to the partnership upon the faith of the defendant's name and responsibility as a member of the firm.(u) In order to charge a man for the contracts, debts, and liabilities of a copartnership, on the ground of his being a reputed member of the firm, "it is necessary that he should have been known as a member of the firm to the plaintiffs, either by direct transactions or public notoriety."(x) No mistaken supposition of a party as to his being a partner, will make him liable as such, unless it were communicated to the plaintiff so as to mislead him.(y) It has been thought, indeed, that even where the defendant has publicly holden himself out to the world as a partner, he is not liable, if the party

(p) Ld. Kenyon, 1 Esp. 31. Spencer v. Billing, 3 Camp. 310. Parker v. Barker, 3 Moore, 228; 1 B. & B. 9, s. c. Ridgway v. Broadhurst, 5 Tyr. 133.

(1) Parke, J., Dickenson v. Valpy, 10 B. & C. 140.

(r) Ld. Kenyon, 1 Esp. 30, 31; Ld. Tenterden, 10 B. & C. 21.

(s) Ralph v. Harvey, 1 Ad. & E. N. s. 845. (t) Glossop v. Coleman, 1 Stark. 25. Ridg way v. Philip, 1 C. M. & R. 417.

(u) Holcroft v. Hoggins, 15 Law, J., N. s. (C. P.) 129.

(x) Carter v. Whalley, 1 B. & Ad. 13, 14. (y) Ld. Tenterden, C. J., Vice v. Lady Anson, 1 M. & M. 99; 7 B. & C. 411, 413, s. c.

seeking to charge him did not know at the time when he gave credit to the firm that he has so holden himself out, as it cannot be said (it is contended) that the contract was made with the firm upon the credit of his name, and upon the strength of his apparent responsibility, if the person dealing with the firm, and seeking to charge him, had never heard of him as a component part of it. (2) It may be observed, however, that if a man of wealth and substance allows himself to appear publicly as a partner, he thereby adds to the credit and stability, and the general character and reputation of the copartnership in the commercial world. And all who rely upon the credit of the firm, and its reputed stability, do in fact rely upon the individual credit of each of the reputed and ostensible partners, although they may have no personal knowledge of any one of them. (a)

Of the extent and duration of the liability of partners-Dissolution of the partnership as regards the public or third parties.—“ If once a person holds himself out as being a partner, till he gives notice that he has ceased to be so, those who deal with the firm upon the faith of the supposed partnership, may consider him as such, and he is bound by that representation."(b)

66

The retirement of an ostensible partner ought to be made as notorious as the fact of his connexion with the firm. A notice in the London Gazette is insufficient, (c) unless there is a reasonable presumption that the paper has been seen and read by the parties dealing with the firm. (d) Many people there are in this kingdom who never see a gazette to the day of their deaths, and very mischievous would be the consequences if they were bound by a notice inserted in it."(e) And even if the advertisement is inserted in a paper which a plaintiff who is suing a retired partner is in the habit of reading, the insertion, unless it has been frequently repeated, is of itself very meagre evidence of the plaintiff's knowledge of the fact.(f)

The only certain and secure way of putting an end to the continuing liability, is to insert frequent advertisements of the retirement of the partner in all the papers having the greatest circulation in the immediate neighbourhood of the place where the business of the copartnership is carried on, and to send express notice to every person residing at a dis

(z) Smith's lead. cas. 507, in notis.

(a) Young v. Axtell, cited 2 H. Bl. 242; 1 Smith, 498, 499.

(b) Abbott, C. J., Goode v. Harrison, 5 B. & Ald. 157. Doubleday v. Muskett, 7 Bing. 116. (c) Leeson v. Holt, 1 Stark. 186. Godfrey v.

Macauley, Peake, 209, n.

(d) Lord Galway v. Matthew, 1 Campb. 403. (e) Ld. Kenyon, Graham v. Hope, Peake,

208.

(ƒ) Jenkins v. Blizard, 1 Stark. 420.

tance who has been in the habit of dealing with the partnership during the time that the retiring partner was a member of the firm. (g)

DORMANT and SECRET PARTNERS may release themselves from all further liability by a simple relinquishment of their share in the profit and loss of the business. They continue responsible upon all executory contracts and transactions in actual operation at the time of their withdrawal, but they are not liable upon the subsequent contracts of the firm, and the debts and liabilities incurred after their retirement. (h) But if they are not strictly secret as well as dormant partners, notice of the termination of their connexion with the copartnership must be given. In a recent case, where an action had been brought against a dormant partner upon certain partnership contracts entered into long after he had withdrawn from the partnership, the law upon the subject was thus laid down by Cresswell, J.: "The defendant was once in the partnership, but he has not been so since the year 1837. The plaintiff dealt with the firm during the partnership, and he continued to do so afterwards; and the question is, whether the defendant is liable in respect of such subsequent dealings, now that the partnership is dissolved. The law stands thus: if there had been a notorious partnership, but no notice had been given of the dissolution thereof, the defendant would have been liable. If there had been a general notice, that would have been sufficient for all but actual customers; these, however, must have had some kind of actual notice. If the partnership had remained profoundly secret, the defendant could not have been affected by transactions which took place after he had retired; but if the partnership had become known to any person or persons, he would be in the same situation as to all such persons, as if the existence of the partnership had been notorious. The question, therefore, is, was this partnership actually known to the plaintiff either by general report or direct communication? Because, if it were, and he did not know either from notice of the fact or from surmise, that the dissolution had taken place, you must infer that he still dealt on the faith of the partnership, and the defendant will therefore be liable.(i)

(g) M'Iver v. Humble, 16 East, 169. Newsome v. Coles, 2 Campb. 617. Hart v. Alexander, 2 M. & W. 490. Barfoot v. Goodall, 3 Campb. 148. Lacy v. Woolcott, 2 D. & R.

460.

(h) Evans v. Drummond, 4 Esp. 88. Carter v. Whalley, 1 B. & Ad. 11.

(i) Farrar v. Deflinne, 1 C. & K. 580.

502

CHAPTER XIX.

JOINT STOCK COMPANIES.

SECTION I.-Projected and Provisionally-registered Joint Stock Companies.-Distinction between a joint stock company and an ordinary partnership-Joint stock companies and associations excepted from the operation of the Joint Stock Companies' Act-Of the formation and establishment of joint stock companies-Penalties for non-registration-Penalties for advertising companies and receiving money on allotments and promises of shares before provisional registration-Effect of provisional registration-Penalties on transfers of shares after provisional and before complete registration Transfers of shares in railway and parliamentary works' companies not within this section-Liabilities of the members of the committee of management inter se-Contribution between them-Liabilities as between the committee of management on the one hand, and the subscribers and shareholders on the other-Payment of subscriptions and deposits-Of the right to a return thereof on the abandonment of the undertaking-Liabilities of the members of the committee of management, provisional committeemen, and subscribers and shareholders, to third parties.

SECTION II.-Completely registered joint stock companies-Preliminaries to complete registration— Effect of complete registration-Formation and establishment of bye-laws-Of the keeping of accounts, and of the division of profits-Sales and transfers of shares-Liabilities of individual shareholders to the company, and of the company to the shareholders individually—Liability of the shareholders on calls-Pecuniary qualification of directors-Power of the directors to bind the company-Contracts under seal-Bills of exchange and promissory notes-Execution against the present and former shareholders of judgments recovered against the company-Contribution between present and former shareholders inter se.

SECTION III. Of the annual and general returns, annual registration and dissolution of joint stock companies.-Returns of changes and alterations in the deed of settlement, and of changes amongst the shareholders-Acts of bankruptcy by joint stock companies-Of the winding up of the affairs, and of the dissolution of joint stock companies.

SECTION I.

PROJECTED AND PROVISIONALLY REGISTERED JOINT STOCK COMPANIES.

Of the distinction between a JOINT STOCK COMPANY and an ordinary PARTNERSHIP.-By 7 and 8 Vict. c. 110, s. 2, it is enacted, "that the term joint stock company shall comprehend every partnership whereof the

capital is divided, or agreed to be divided, into SHARES, and so as to be transferable without the express consent of all the copartners," or " which at its formation, or by subsequent admission, (except any admission subsequent on devolution or other act in law,) shall consist of more than SEVENTY-FIVE MEMBERS; and also every assurance company, or association for the purpose of assurance or insurance on lives, or against any contingency involving the duration of human life, or against the risk of loss or damage by fire, or by storm, or other casualty, or against the risk of loss or damage to ships at sea or on voyage, or to their cargoes; or for granting or purchasing annuities on lives; and also every institution enrolled under any of the acts of Parliament relating to friendly societies; which institution shall make assurances on lives, or against any contingency involving the duration of human life to an extent upon one life, or for any one person, to an amount exceeding 2007., whether such companies, societies, or institutions, shall be joint stock companies, or mutual assurance societies, or both. And it is enacted, that the act shall apply to every joint stock company as therein defined, established in any part of Great Britain or Ireland, excepting Scotland, or established in Scotland, and having an office or place of business in any other part of the united kingdom, for commercial purposes or purposes of profit, or for the purpose of assurance or insurance, with the following exceptions:

Joint stock companies and associations excepted from the operation of the Joint Stock Companies Act.-Banking companies, schools, scientific and literary institutions, friendly societies, loan societies, and benefit building societies, duly certified and enrolled under the statutes in force respecting such societies, (other than such friendly societies as grant assurances on lives to the extent of 2007. on any one life, or against any contingency involving the duration of human life, as previously mentioned,) are expressly excepted (s. 2) from the operation of the Joint Stock Companies Act. Also (s. 63) all partnerships formed for the working of mines, minerals, or quarries, on the principle commonly called the cost book principle; and (s. 64) certain partnerships in Ireland, commonly called "anonymous partnerships," formed under the Irish stat. 21 and 22 Geo. 3, c. 46; and also all partnerships formed after the first day of November, 1844, except where the provisions of the act are expressly applied to partnerships existing before that date; and all companies for executing any bridge, road, cut, canal, reservoir, aqueduct, waterwork, navigation tunnel, archway, railway, pier, port, harbour, ferry, or dock, which cannot be carried into execution without the authority of parliament, except as in the act is specially provided concerning the