shares were allotted to "Brownrigg and Taylor," who were trustees for another person, and were described on the register as "Brownrigg and others," this entry was held to be no evidence whatever against Taylor. (m)

ter.

The leading case on the requisites of a register of shareholders in companies governed by the Companies clauses con- Form of Regissolidation act, is Wolverhampton New Water Works Company v. Hawkesford. (n) It was there held that a sheet of paper on which were written the names of some shareholders, and the total number of shares held by them, and which paper was sealed with the seal of the company, was not a register at all. In this case the shares were not identified by numbers, and in this respect the register was substantially informal; and the *Court relied much *158 on this circumstance. But it would, perhaps, be going too far to hold that if a company issues unnumbered shares, and keeps a proper register of such shares, this register is altogether useless and inadmissible in evidence. (o) And if the shares are numbered the register is admissible, although it does not contain the numbers of the shares. (p)

A rough share book has been held inadmissible in evidence as a register under the act now in question. (9)

If the register is in several volumes, they are all admissible in evidence, although the company's seal is to be found in the last of them only (r); and the register sealed with the seal of the company is admissible in evidence without proof of the time or place, or authority at or by which the seal was affixed. (s) Moreover, the register is, if sealed and kept substantially as required, primâ facie evidence against any one whose name is on it, although he may prove that it has been kept irregularly, and is in many respects inaccurate and imperfect; (t) but the sealed register is no evidence

(m) Birkenhead, Lancashire, &c. Rail. Co. v. Brownrigg, 4 Ex. 426.

(n) 6 C. B. N. S. 336, 7 ib. 795, and 11 ib. 546. Compare Portal v. Emmens, 1 C. P. D. 201 & 664.

(0) See the last case, and Irish Peat Co. v. Phillips, 1 B. & Sm. 638.

(p) East Gloucestershire Rail Co. v. Bartholomew, L. R. 3 Ex. 15.

(q) Birkenhead, &c. Rail. Co. v. Brownrigg, 4 Ex. 426; Cheltenham, &c.

Rail. Co. v. Price, 9 C. & P. 55.

(r) Inglis v. The Great Northern Rail. Co. 1 Macqueen, 122.

(s) North-Western Rail. Co. v. M'Michael, 5 Ex. 855.

(t) See East Gloucestershire Rail Co. v. Bartholomew, L. R. 3 Ex. 15; Bain v. Whitehaven Co. 3 H. L. C. 1; Southhampton Dock Co. v. Richards, 1 Man. & Gr. 448; London and Grand Junc. Rail Co. v. Freeman, 2 ib. 606; London

Register not conclusive.

*159

that a person whose name is on it was a shareholder at any given time anterior to the day on which the seal was affixed. (u) 3. The register is not conclusive evidence that a person whose name is on it is a shareholder. It is competent for him to rebut the primâ facie case made against him by the register, by showing that the company inserted his name in it without any authority. An express authority from him is not, however, requisite; for if he has entered into a contract with the *promoters of the company to take shares in it, and if that contract is binding upon both parties, he may without more be properly registered as a shareholder, and the contract and the register will together be conclusive against him. But if he can show that no such contract was ever entered into, or that such a contract, if ever entered into, had terminated before his name was inserted in the register, then the prima facie case raised against him by it will be at an end. The following cases illustrate these propositions:

pany to regis

ter.

1. As to the right of the company to register those who are enRight of com- titled to shares. That a person who is bound to accept shares may be properly registered as a shareholder, was decided in The Midland Great Western Railway Company v. Gordon. (a) In that case a railway company was projected; the defendant agreed to take shares in it; he executed the subscribers' agreement; and he received scrip certificates. He sold the scrip before the company was incorporated. After it was incorporated the company placed his name on the register of its shareholders, and he was held to be a shareholder, although he had never authorized the insertion of his name in the register, except so far as his contract conferred an implied authority for such insertion. (y) But a person who has never agreed to take shares, and who is only

and Brighton Rail. Co. v. Fairclough, ib. 674; Birmingham, Bristol and Thames Junc. Rail. Co. v. Locke, 1 Q. B. 256; London and Grand Junc. Rail. Co. v. Graham, ib. 271.

(u) Cheltenham and Great Western Union Rail. Co. v. Price, 9 C. & P. 55.

(x) 16 M. & W. 804; see, too, Burke v. Lechmere, L. R. 6 Q. B. 297; Nixon v. Brownlow, 2 H. & N. 455, and 3 ib.

686; Cork and Youghal Rail. Co. v. Paterson, 18 C. B. 414.

(y) In Kidwelly Canal Co. v. Raby, 2 Price, 93, an act of Parliament, incorporating the subscribers to a company, was held to have made the defendant a shareholder, he having been a subscriber, although, before the act had passed, he retired from his contract so far as he lawfully could.

the holder of scrip transferable to bearer, ought not to be registered as a shareholder against his will. (2)

2. As to the inconclusiveness of the register. A person whose name is on the register is not a shareholder unless he Improper is also entitled to a share in the company; and in order registry. to entitle a person to a share, he must have acquired such title by the company's special act (a), or he must have been an original subscriber for the share, or have obtained a title to it *from or through an original member or subscriber. An *160 original subscriber does not become a shareholder by being placed on the register unless he has acquired a right to be registered; and therefore if he has entered into a contract which gives him no right against the company to be considered a member thereof until he has performed certain conditions e. g., executed a deed, he does not become a shareholder by being registered as one before he has complied with those conditions; for as the registry would not be equivalent to a compliance with the conditions for one purpose, e. g., as against the company if a dividend were claimed, so it is not equivalent to a compliance with them for another purpose, e. g., against him who is registered, in an action for calls. (b)

A person who is not yet entitled to share dividends is not a shareholder in the company, and does not become one by simply being put on the register, unless indeed the insertion of his name. there is the only one thing remaining to be done to perfect his title. (c)

It follows from the above that the company is not estopped by its own register. (d) But when a person is put on the Company not register, the company has no right to strike him off register. unless it can show proper grounds for so doing. (e)

estopped by its

The Companies clauses consolidation act contains no provision for the rectification of the register; but it may never- Correcting

(2) Eustace v. Dublin Trunk, &c. Rail Co. 6 Eq. 182.

(a) As in Portal v. Emmens, 1 C. P. D. 201 and 664.

(b) Waterford, Rexford, &c. Rail. Co. v. Pidcock, 8 Ex. 279; Carmarthen Rail Co. v. Wright, 1 Fos. & Fin. 282. See, also, Irish Peat Co. v. Phillips,1 B. & Sm. 598, noticed ante, p. 131, and Edwards v. Kilkenny Rail Co. 14 C. B.

N. S. 526.

register.

(c) See Shropshire Union Co. v. Anderson, 3 Ex. 401.

(d) See the last case, and Waterford, Wexford, &c. Rail Co. v. Pidcock, 8 Ex. 279. See, also, ante, p. 141.

(e) Ward v. S.-Eastern Rail Co. 2 E. & E. 812. Compare Hare v. Lond. and N.-W. Rail. Co. Johns. 722.

*161

BANKING COMPANIES FORMED UNDER 7 GEO. 4, c. 46. [BOOK I. theless be rectified both by mandamus and injunction, as already pointed out. (f)

Estoppel by!

The doctrine by which individuals and companies are estopped by their own conduct from taking advantage of conduct. the non-performance of conditions precedent, and the non-observance of prescribed formalities, is applicable to compa

nies of the class now in question, and to shareholders in *161 *them, as is shown by the cases of Sheffield & Manchester Railway Co. v. Woodcock (g), and Cheltenham and Great Western Railway Co. v. Daniel (h), which have been already noticed. (2)

Shares in companies governed by the Companies clauses consoli

Transfers of shares.

dation act are transferable by deed; a form of transfer is given by the act (k); and in order that a company may be compelled to register an instrument of transfer, it must be in a simple form, not differing substantially from the form prescribed. (7)

CLASS IV.-COMPANIES INCORPORATED OR PRIVILEGED BY A GENERAL

ACT OF PARLIAMENT.

1. Banking companies formed under 7 Geo. 4, c. 46.

Banking companies, 7 Geo. 4, c. 46.

Banking companies governed by 7 Geo. 4, c. 46, and formed before May, 1844, still exist, but no company can now be formed under that act. (m) These companies are not mere partnerships, for they possess many privileges which ordinary partnerships do not. (n) A company of this kind was formed by agreement, and the privileges alluded to were acquired by sending returns to the stamp office, of (inter alia) the names and residences of the members; and the names, residences, and titles of office of two or more members resident in England, who had been appointed public officers of the company, and by any one of whom the company might sue and be sued. (o) The returns thus made are

evidence that all persons named therein as members were members at the dates of the returns in which their names appear. (p)

The act contains no definition of the terin shareholder or member; but it has been decided that no person is

Who are shareholders.

a member *within the meaning of the act unless *162 he has complied with all the conditions necessary to constitute a person a member according to the company's deed of settlement. Thus it has been held that the husband of a married woman who, with his consent had become a shareholder, was not himself liable to creditors as a member, he not being a member according to the company's deed. (q)

The act requires that the returns to the stamp office shall be made out and be verified by the oath of one of the Returns to the registered public officers, and shall be sent in once a stamp office. year, between the 28th of February and the 25th of March. (~) But it has been held that a certified copy of the return is admissible in evidence, although it may have been made out by a person calling himself "cashier," and there may be nothing to show that he was a public officer. (s) It has also been held unnecessary to prove that the return was verified by the oath of a public officer, as required by the act (t); or that the return was made at the proper time. (u) On the other hend, it has been held that returns proved not to have been made in compliance with the act are inadmissible; e. g., when it is proved that they were not made until after the 25th of March. (x)

A person returned as a member will, until the contrary is shown, be presumed to have been a member at the time the return was made and subsequently (y); and if two successive returns contain the name of the same person, the presump

regularity in the returns does not deprive the company of the privileges conerred by the act; Bonar v. Mitchell, 5 Ex. 415.

(p) 7 Geo. 4, c. 46, § 6.

(9) Ness v. Angas, 3 Ex. 805; see, too, Dodgson v. Bell, 5 Ex. 967; Ness v. Armstrong, 4 Ex. 21; Bosanquet v. Shortridge, 4 Ex. 699. These cases will be adverted to hereafter.

(r) 7 Geo. 4, c. 46, § 5.

(8) Harvey v. Scott, 11 Q. B. 92; Field

v. Mackenzie, 4 C. B. 717.

Effect of
return.

(t) Steward v. Dunn, 12 M. &. W. 655. (u) Bosanquet v. Woodford, 5 Q. B. 310.

(x) Prescott v. Buffery, 1 C. B. 41; compare this with the last case, where it was held that the act was directory only in this respect.

(y) Steward v. Dunn, 12 M. & W. 655; Ex parte Prescott, Mon. & Ch. 611; Harvey v. Scott, 11 Q. B. 106.