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received all the assets and taken the business of the selling compa and both companies having since been wound-up: it was held that purchasing company was not entitled to prove against the selling comp an excess of debts paid over assets received, it being impossible to res both companies to their original situation. Ib.

Page 445, at end of second paragraph.

Although alternative cases may be embodied in one bill and alte tive relief prayed by it, it is necessary that the plaintiff should have and the same character, and therefore where a bill was filed by a sh holder suing on behalf of himself and all the other shareholders mining company, and prayed alternative relief, one branch of which antagonistic to the interests of the shareholders, whom the plainti part professed to represent: it was held that the bill could not be m tained. Where a case is brought forward by an individual shareholde behalf of a company or partnership, it must be by a bill directed clusively and bonâ fide to the maintenance of the common interest benefit of the company. Thomas v. Hobler, 8 Jur. N. S. 125.

Page 448, at end of first paragraph.

The directors of a projected banking company, not being able to out the project to its full extent, determined upon winding-up the a and returning to the applicants for shares the deposits made by t Deposits amounting in the whole to two-thirds of the amount depo had been returned to the depositors, and the remainder was in cour payment. On a bill filed by purchasers of shares or intended sh who were dissatisfied with the termination of the affairs of the prop company: it was held that the directors were justified in the course had taken, it being morally impossible that the project could have carried out in its integrity from the events which had happened. of Switzerland v. Bank of Turkey, 5 L. T., N. S. 549.

Page 459, at end of third paragraph.

A judgment by a foreign tribunal of competent jurisdiction is co sive, inter partes, on the merits of the matter in controversy, bu being one in rem may be reviewed by the courts of this country, i error appears on the face of the proceedings. Where a foreign tri refuses to recognize either the lex loci contractus or the lex domic the acquisition of a title according to the laws of this country, and ceeds in defiance of the comity of nations, its judgment will be garded by the courts here. The law properly applicable to the d bution of assets is the lex fori. Simpson v. Fogo, The New Rep. 11 W. R. 418-V. C. W.; see Castrique v. Imrie, 8 C. B., N. 405; Cammell v. Sewall, 3 H. & N. 617, post, p. 457; Hope v. H Jur. N. S. 454; Story's Confl. of Laws, ss. 323, 324; Richardo v. cias, 12 Cl. & Fin. 368; De Cosse Brissac v. Rathbone, 6 H. & N. 3

THE LAW

OF

JOINT STOCK COMPANIES.

25 & 26 VICT. c. 89.

An Act for the Incorporation, Regulation and
Winding-up of Trading Companies and other
Associations.
[7th August, 1862.]

WHEREAS it is expedient that the laws relating to
the incorporation, regulation and winding-up of
trading companies and other associations should be
consolidated and amended: be it therefore enacted,
&c. as follows:

Preliminary.

1. This act may be cited for all purposes as "The short title. Companies Act, 1862."

ment of act.

2. This act, with the exception of such tempo- Commencerary enactment as is hereinafter declared to come into operation immediately (a), shall not come into operation until the second day of November, one thousand eight hundred and sixty-two, and the time at which it so comes into operation is hereinafter referred to as the commencement of this act.

(a) See post, sects. 209, 210.

3. For the purposes of this act a company that Definition of carries on the business of insurance in common with insurance any other business or businesses shall be deemed to

be an insurance company (b).

(b) The 20 & 21 Vict. c. 14, s. 27, which required every company registered under the 7 & 8 Vict. c. 110, but excluding

B

company.

Prohibition

of partner

ships exceeding certain

number (a).

any company formed for the purpose of insurance, to register under the Joint Stock Companies Acts, 1856 and 1857, on or before the 2nd Nov. 1857, only exempted from such registration companies formed for the purpose of insurance only. Therefore, where a company completely registered under the former act, formed for the purpose of and carrying on the business of insurance, and also the lending of money, and not registering under the latter acts, was, by 20 & 21 Vict. c. 14, s. 28, incapable of suing at law or in equity. It seems that the fact of an insurance company lending its funds did not necessarily take it out of the exception, such a loan not being a purpose for which the company was formed. London Monetary Advance and Assurance Company v. Smith, 3 H. & N. 543; 27 L. J., Exch. 479.

It has since been decided that a company completely regis. tered under 7 & 8 Vict. c. 110, which was formed not only for the purpose of insurance but also for the granting of endowments, annuities, assistance during sickness, and loans, is a company formed for the purpose of insurance within the 20 & 21 Vict. c. 14, s. 27, and may sue at law or in equity under the Joint Stock Companies Acts, 1856, 1857. London and Provincial Provident Society v. Ashton, 11 W. R. 152.

Every insurance company completely registered under the 7 & 8 Vict. c. 110, was required, by the 209th sect. of this act, to register on or before the 2nd November, 1862.

4. No company, association or partnership consisting of more than ten persons shall be formed, after the commencement of this act, for the purpose of carrying on the business of banking, unless it is registered as a company under this act (b), or is formed in pursuance of some other act of parliament (c), or of letters-patent (d); and no company, association or partnership consisting of more than twenty persons shall be formed, after the commencement of this act, for the purpose of carrying on any other business that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this act, or is formed in pursuance of some other act of parliament, or of letters-patent, or is a company engaged in working mines within and subject to the jurisdiction of the stannaries (e).

(a) This section differs from 19 & 20 Vict. c. 47, s. 4.

(b) See the definition of an existing joint stock company, so far as relates to the description of companies em powered to register, as companies limited by shares; post,

sect. 181.

(c) Many companies have been formed under special acts of parliament. See Index to Local and Personal Acts from 1801 to 1859, pp. 635-654. See 7 Geo. 4, c. 46, as to banking companies, which is not repealed. 7 & 8 Vict. c. 32.

(d) See 7 Will. 4 & 1 Vict. c. 73, which empowers the crown by letters-patent to confer powers on trading and other companies.

(e) See 20 & 21 Vict. c. 14, s. 3.

Each one of the persons carrying on business in partnership contrary to the 3rd section of 20 & 21 Vict. were severally liable for the payment of the whole debts of the partnership, and might be sued for the same without the joindure in the action or suit of any other member of the partnership. 20 & 21 Vict. c. 14, s. 3.

naries.

The Stannary Courts in Cornwall and Devonshire were The stanestablished by custom. These courts are now regulated by the statute 6 & 7 Will. 4, c. 106, amended by 2 & 3 Vict. c 58; 11 & 12 Vict. c. 83, s. 7 ; and 18 & 19 Vict. c. 32, for the better and more expeditious administration of justice in the Stannaries, and for enlarging the jurisdiction and improving the practice and proceedings of the Stannaries Court.

The jurisdiction of the vice-warden of the Stannaries is enlarged by the 68th section of this act; and see sections 81, 83, 108, 116, 120, 124, 125 and 172, post.

The statutes 4 & 5 Will. 4, c. 42; 2 & 3 Vict. c. 58; 11 & 12 Vict. c. 83, and 18 & 19 Vict. c. 32, contain provisions for facilitating the taking of affidavits and affirmations in the court of the vice-warden of the Stannaries of Cornwall.

Under the 12th section of stat. 6 & 7 Will. 4, c. 106, the 12th, 17th and 22nd sections of the act 1 & 2 Vict. c. 110, have become applicable in case any rule of the court of the vice-warden cannot be enforced, by reason of the non-residence of any parties within the jurisdiction of the Stannaries.

In Nichols v. Rosewarm, 7 W. R. 612, it was questioned, without any decision being made, whether shares in cost-book mines can be charged under the 13th section of 1 & 2 Vict. c. 110. The question being whether mining companies are public companies within that section.

It is stated to have been the practice, in the case of a judgment against a shareholder in a Cornish mining company, for the sheriff of Cornwall to seize and sell upon a fi.fa. the inte. rest of the judgment debtor, as in the case of an ordinary partnership. 1 Lindley on Partnership, pp. 592, 593.

The 57th, 59th, 64th and 67th sections of the 7 & 8 Vict. c. 96, for amending the law as to insolvency, bankruptcy and

Division of act.

execution, apply to these courts.
ruptcy, pp. 53, 66, 68 and 70, 3rd ed.

See Shelford on Bank

See Proceedings in the Stannary Courts of Cornwall and Devon, published by authority. 12mo. 1856; Bainbridge on Mines, pp. 571-573, 2nd ed.; Wordsworth on Joint Stock Companies, pp. 220-230, 6th ed.; Lindley on Partnership, p. 111. As to cost-book mining companies, Collier on Mines, 12mo. 1855; The Readwin Prize Essay on the Cost-book, by Tapping, 2nd ed. 1854.

5. This act is divided into nine parts, relating to the following subject matters.

The First Part-to the Constitution and Incorporation of Companies and Associations under this Act (g):

The Second Part-to the Distribution of the
Capital and Liability of Members of Com-
panies and Associations under this Act (h):
The Third part-to the Management and Admi-
nistration of Companies and Associations un-
der this Act (i):

The Fourth Part-to the Winding up of Com-
panies and Associations under this Act (k):
The Fifth Part-to the Registration Office (1):
The Sixth Part-to Application of this Act to
Companies registered under the Joint Stock
Companies Act (m):

The Seventh Part-to Companies authorized to
register under this Act (n):

The Eighth Part-to Application of this Act to unregistered Companies (o):

The Ninth Part-to Repeal of Acts, and temporary Provisions (p).

(g) Sects. 6-21.
(i) Sects. 39-73.
(1) Sect. 174.

(n) Sects. 179-198.
(p) Sects. 205-212.

(h) Sects. 22-38.
(k) Sects. 74-173.
(m) Sects. 175-178.
(o) Sects. 199-204.

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