CONTENTS.

PART II.

LIABILITIES EX CONTRACTU AND THE PARTIES TO BE

MADE DEFENDANTS IN ACTIONS UPON CONTRACTS

GENERALLY.

Liability of a covenantor who has not been made a party to a deed, but who seals and delivers it,

369-Covenants and obligations by one person on behalf of another, 370-Liability of a cove-

nantor acting on behalf of the crown, 371-Ascertainment and identification of the covenantor

or obligor, 372-Covenants in assumed and adopted names, 373-Covenants by partners in the

trading name of their firm., 374.

Ascertainment of the party to be charged upon simple contracts, 374-Admissibility of oral evidence

to shift the liability from an agent to his principal, 375-380-Of the liability upon bills of ex-

change, promissory notes, and money orders signed by one person on behalf of another, 381—

Agreements entered into by agents in their own names, 376-Agreements and undertakings ex-

pressed to be made by one person on behalf of another, 377-Contracts by persons describing

themselves as commissioners of public works, trustees, executors, &c., 383-Liabilities er contractu

of managing committees of clubs, eleemosynary and charitable institutions, &c., 385-Contracts by

parish officers, churchwardens, overseers, and vestrymen, 387.

a

Of the respective liabilities of the principal and agent upon contracts under seal, 393-Of the autho-

rity of the agent to bind the principal by deed, 394-Of the requisite form of covenant to bind

the principal and not the agent, 394.

SECTION II.

LIABILITY OF THE PRINCIPAL UPON SIMPLE CONTRACTS.

394-414.

Of the agent's authority to contract for the principal, 396-404-Subsequent ratification, 397-Of

the liability of an undisclosed principal, 404-Of the extent and duration of the liability of the

principal, 405-Principal how discharged, 406-Liability of the principal in respect of deception

and fraud on the part of his agent, 407-Mistatements and misrepresentations by the agent bind-

ing on the principal, 409, 410-Fraudulent concealment and deceit on the part of the principal and

not of the agent, 410-414.

SECTION III.

414-428.

LIABILITY OF THE AGENT UPON SIMPLE CONTRACTS.

Agreements and undertakings in writing by an agent whose representative character is not dis-

closed on the face thereof, 415-Bills of exchange and promissory notes signed by an agent with-

out qualification of his liability, 415-Effect of a declaration of the agency upon the face of the

contract, 416-429-Liability of an agent who contracts without due authority from his princi-

pal, or who exceeds his authority, 420-422-Liability of the agent upon implied contracts-

Government officers and agents, 422, 423-Money received by the agent for the use of the

principal, 423-427-Of the duty of the agent to the principal, 428.

CHAPTER XVII.

OF THE CONTRACT OF PRINCIPAL AND SURETY.

CONTRACTS OF SURETYSHIP

(Pages 429-448.)

SECTION I.

AND THEIR ATTENDANT LIABILITIES, QUOAD

THIRD PARTIES. 429-445.

Of the nature of the contract, and its authentication in law, 430-Extent and duration of the
liability of the surety, 431-Bonds to secure the faithful services of clerks, collectors, &c., in
annual and permanent offices and employments, 432-435-Bonds to secure the fidelity of clerks

to firms in partnership, and the repayment of advances, 435-Effect of changes in the firm, 436—
438-Continuing liabilities on bonds, 439-Continuing guarantees, 440, 441-Avoidance of the
contract by reason of fraud or concealment between the creditor and the principal, 442--Discharge
of the surety by the extinguishment of the primary obligation, or by giving time to the principal,
443-445.

SECTION II.

LIABILITY OF THE PRINCIPAL TO THE SURETY AND OF CO-SURETIES

INTER SE. 446-448.

Indemnification of the surety by the principal, 447-Contribution between co-sureties to the

common liability, 448.

CHAPTER XVIII.

CONTRACTS OF PARTNERSHIP-LIABILITIES RESULTING

FROM ACTUAL AND REPUTED PARTNERSHIPS.

(Pages 449-501.)

SECTION I.

CONTRACTS OF PARTNERSHIP AS BETWEEN THE PARTIES TO SUCH CON-

TRACTS. 449-458.

Of the nature and creation of a partnership, 450-Participations in profit and loss creating a Part-

nership, 451-453-Participations in profits not making the participator a partner, 454-Joint

purchasers of goods not being partners, 455-Conditional agreements to contribute capital and

divide profits not constituting present partnerships, 455, 456-Of a partnership in profits but not

in the joint stock, 457-Inability of one of the partners to introduce a stranger into the firm

without the consent of all the rest, 458.

SECTION II.

LIABILITIES OF PARTNERS INTER SE.

459-477.

Of the common law maxim that one partner cannot maintain an action against the firm upon partner-

ship contracts, 459-Liabilities of partners inter se upon contracts made by them individually,

460, 461-Covenants and agreements between partners to contribute capital or labour to the

joint stock, and not to trade on their own account, 462-464-Contracts for the payment of

services rendered, or goods supplied, or for the repayment of money advanced by one partner to the

co-partnership, 465—Of the inability of one or more of several partners to compel a distribution

of the profits during the continuance of the co-partnership, 466-Distinction between continuing

trading partnerships and partnerships in particular adventures, 469-Of the right of action of

one partner for the admitted balance of a partnership account, 467-472-Contribution be-

tween partners, 473-Of the dissolution of a partnership, 476-Partnerships at will, 476-Partner-

ships for terms of years,
477.

SECTION III.

PARTNERSHIPS as regards tHE PUBLIC AND THIRD PARTIES. 477-501.

Of the inability of one partner to bind his co-partners by deed except by virtue of a special autho-

rity under seal, 478-Liabilities of actual and nominal partners upon simple contracts, 479-Of

the nature and extent of the implied power of one partner to bind his co-partners by simple

contract, 480-Agreements, bills of exchange, and promissory notes, and guarantees made by one

partner on behalf of the co-partnership, 480-488-Liability of the co-partnership in respect of

goods sold, or money advanced to one of the partners on account of the firm, 488-492-Liabili-

ties of dormant and secret partners, 492-495—Of the distinction between a sub-contractor and

sub-purchaser and a secret partner, 495, 496-Liabilities of nominal partners, 497-500-Disso-

lution of the partnership, 500-Notification of such dissolution to the public, and third parties, 501.

CHAPTER XIX.

JOINT STOCK COMPANIES.

(Pages 502-558.)

SECTION I.

PROJECTED AND PROVISIONALLY REGISTERED JOINT STOCK COMPANIES.

502-520.

Distinction between a joint stock company and an ordinary partnership, 502-Joint stock com-

panies and associations excepted from the operation of the Joint Stock Companies' Act, 503-Of

the formation and establishment of joint stock companies, 504-Effect of provisional registration,

505-Penalties on transfers of shares after provisional and before complete registration, 506-Lia-

bilities of the members of the committee of management inter se, 507-Contribution between

them, 508-Liabilities as between the committee of management on the one hand, and the

subscribers and shareholders on the other, 509-Payment of subscriptions and deposits, 510-Of

the right to a return thereof on the abandonment of the undertaking, 511-515-Liabilities of the

members of the committee of management, provisional committeemen, and subscribers and share-

holders, to third parties, 515-520.

SECTION II.

COMPLETELY REGISTERED JOINT STOCK COMPANIES.

521-534.

Effect of complete registration, 522-Bye-laws, accounts, and of the division of profits, 523-Sales

and transfers of shares, 524-527-Liabilities of individual shareholders to the company, and of

the company to the shareholders individually, 527-Liability of the shareholders on calls, 528—

And for the debts and engagements of the company, 529, 530-Power of the directors to bind the

company, 531-Contracts under seal, bills of exchange and promissory notes, 532, 533-Execution

against the present and former shareholders of judgments recovered against the company, 533-

Contribution between present and former shareholders inter se, 534.

SECTION III.

OF THE ANNUAL AND GENERAL RETURNS, ANNUAL REGISTRATION AND

DISSOLUTION OF JOINT STOCK COMPANIES. 535-538

Returns of changes and alterations in the deed of settlement, and of changes amongst the share-

holders-Of the winding up of the affairs, and of the dissolution of joint stock companies, 537, 538.

CHAPTER XX.

RAILWAY AND PARLIAMENTARY WORKS COMPANIES-COR-

PORATIONS AT COMMON LAW-PARTNERSHIPS UNDER

LETTERS PATENT, AND JOINT STOCK BANKING COM-

PANIES.

(Pages 540-567.)

SECTION I.

RAILWAY AND PARLIAMENTARY WORKS COMPANIES.

540-551.

Liabilities of the promoters during provisional registration, 541-Sales of letters of allotment and

scrip, 541-543-Of the bankruptcy and dissolution of provisionally-registered railway companies,

544, 545-Incorporated railway companies, 545-Registration of the subscribers and scrip-

holders, 546-Transfers of shares and stock after incorporation, 547-Transmission of the interest

therein by bankruptcy or insolvency, marriage or death, ib.-Of the liability ex contractu of the

directors and shareholders, 548-Of the liability for calls, mandamus to make calls, 548, 549-Of

the power of the directors and committees to bind the company, 550-Execution against the

shareholders, 551.

Liability ex contractu of the body corporate, 553—The common seal the hand and mouth of the cor

poration, 554-Of corporate meetings, and the concurrence requisite in corporate acts, 553-Ex-

ceptions to the general rule that a corporation can contract only under its common seal, 554-558

-Of the dissolution of corporations, 558.

SECTION III.

PARTNERSHIPS UNDER LETTERS PATENT.

558-561.

Of the grant by the crown of certain corporate privileges to partnerships without incorporation, 559

-Of the privilege of suing and being sued in the name of a public officer, 560-Limitation of the

liability of the partners by the letters patent, ib.-Of the form of the partnership deed, and of

the conditions to be complied with before letters patent can be obtained, 561.

Incorporation of the company, 562-Transfers of shares, 563-Liabilities of the shareholders to the

company, and of the company to the shareholders individually, ib.-Payment of calls, 564-Lia-

bility of the company and shareholders to third parties, 565—Contribution between the share-

holders, 565, 566-Of the dissolution of the company, 567.