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Difficulties of proving coercion.

number of hours daily, and they are quite free to do so, provided they do not coerce any one to join their combination, or do not interfere with those who are content to work on lower terms.

It is difficult, however, to discover coercion. When there is an actual assault, or the threat of violence, the matter is clear; but a formidable combination spreads terror without actually inflicting or threatening violence, by a tacit understanding that it will be inflicted if needful. It was proved, for instance, during the great strike by the London Building Workmen in 1859-1860, that a workman coming from the country to fulfil an engagement was met at the station where he arrived by a deputation of the Unionists, who accompanied him to a tavern, and never lost sight of him until they made him one of their body. There was no doubt that such a person was intimidated, yet no conviction could be obtained, because it might have been difficult to prove that he did not yield to moral persuasion. The law is founded on the clear and intelligible basis of allowing the fullest liberty of association, provided no coercion be used towards others to induce them to join the number.

A hire must be for a limited, and

not an unlimited time.

Combination laws.

FOREIGN LAWS,

France.-A hire of services can only be made for a time, or for a specific enterprise. The master is believed on his own affirmation for the amount of wages, for the payment of wages for the year before, and for the accounts given for the current year (a). These are the only provisions in the Civil Code on this subject. But many other regulations of a local nature and of police are in force relating to workmen. Thus an old edict proIvides that if a workman leaves the manufacture where he was working, without express leave and in writing, he is liable to a fine of 100 frs., and the master who receives him to a fine of 300 frs. The Penal Code provides against combination of workmen as follows:-Every combination between employers of workmen for the purpose of unjustly lowering the wages, followed by an attempt to carry out the engagement, shall be punished by imprisonment of from six days to one month, and by a fine of from 200 frs. to 3000 frs. Every combination on the part of the workmen for the purpose of causing the simultaneous cessation

(a) French Civil Code, §§ 1780, 1781,

of labour, or the prevention of labour in a factory, or to hinder workmen from going to their work, and to remain there before or after certain hours, and in general to suspend or hinder labour or increase the value of it, will be punished by imprisonment of not less than one month and not exceeding three months. The chiefs or leaders will be punished by imprisonment of from two to five years. The same penalties are also awarded to workmen who shall have pronounced any fines, prohibition, &c., whether against the managers of workshops or heads of factories. In such cases the chiefs or leaders of the crime may, after the expiration of this penalty, be put under the inspection of the police for not less than two years and not exceeding five years (a). Disputes between masters and workmen are settled by special courts called "Councils of Prudhommes," which are instituted in the places where such are necessary. Such councils are also charged to give evidence upon complaints made before them, concerning the contraventions of the laws and regulations upon trade marks, robberies committed by labourers, &c. Each council of prudhommes keeps consequently an exact register of the number of factories in existence, and of the number of workmen employed in the manufactories of the district. The mode of election and jurisdiction of the Councils de Prudhommes will be considered in connection with the courts for the administration of commercial law.

(a) Penal Code of France, § 414.

CHAPTER VIII.

INTRODUC-
TORY OBSER-
VATIONS.

STATUTORY LAW ON JOINT STOCK COMPANIES.

As anticipated in the former portion of this work the law on Joint Stock Companies was amended and consolidated by an Act passed in the session of 1862, for the incorporation, regulation, and winding up of trading companies and other associations (a). No substantial innovations are introduced in it. The permission to form companies with limited or unlimited liability is now extended to companies for all purposes, including insurance, and the liability may be limited by guarantee as well as by shares. This Act repealed the following acts in force on Joint Stock Companies: An Act passed by the Parliament of Ireland to promote trade and manufactures by regulating and encouraging partnerships which allowed the formation of companies with limited liability (b); three Acts passed in 1844, for the registration and winding up of Joint Stock Companies, and to regulate Joint Stock Banks in England (c); the Act passed in 1845, for the winding up of insolvent Joint Stock Companies in Ireland; the two Acts passed in 1846 for the dissolution of Railway Companies, and for the regulation of Joint Stock Banks (d); the Act of 1847, authorising Joint Stock Companies to obtain licences for the holding of land (e); the Winding-up Acts of 1848 and 1849 (ƒ); the whole of the Joint Stock Companies Acts of 1856 and 1857 (g); and the Acts of 1858, which incorporated the Law on Banking Companies with that of other Joint Stock Companies, and allowed banking companies

(a) 25 & 26 Vict. c. 89.

(b) 21 & 22 Geo. 3, c. 46.

(c) 7 & 8 Vict. c. 110; 7 & 8 Vict.

c. 111; and 7 & 8 Vict. c. 113.

(d) 9 & 10 Vict. c. 28; and 9 & 10 Vict. c. 75.

(e) 10 & 11 Vict. c. 78.

(f) 11 & 12 Vict. c. 45; 12 & 13 Vict. c. 108.

(g) 19 & 20 Vict. c. 47; 20 & 21 Vict. c. 14; 20 & 21 Vict. c. 49; 20 & 21 Vict. c. 78; 20 & 21 Vict. c. 80.

to be formed on the principle of limited liability. By the repeal of these Acts the law on Joint Stock Companies is almost exclusively governed by the present law, which is divided into nine parts. The first part relates to the constitution and incorporation of companies and associations, which is entirely taken from the Act of 1856, giving also a schedule of regulations for the management of a company limited by shares; the second part relates to the distribution of capital and liability of members of companies and associations, also taken from the same Act; the third part refers to management and administration, giving power to companies to refer matters to arbitration in conformity with the Railway Companies Arbitration Act; the fourth part provides for the winding up of companies and associations, derived principally from the Act of 1856 and 1857, and partly from the Winding up Acts of 1848 and 1849; the fifth part gives the constitution of the registration office; the sixth part provides for the application of the Act of Companies registered under former Joint Stock Companies Acts; the seventh part describes the companies authorised to register under the Act; the eighth part provides for the application of the Act to unregistered companies; and the ninth part repeals the Act already described.

of partner

Prohibition ships exceeding certain

No company, association, or partnership consisting of more than ten persons can be formed for the purpose of carrying on the business of banking, unless it is registered as a company number. under this Act, or is formed in pursuance of some other Act of Parliament, or of letters patent; and no company, association, or partnership consisting of more than twenty persons can 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 (a).

(a) 25 & 26 Vict. c. 89, s. 4.

Mode of forming company.

Mode of limiting liability of members.

Memorandum of association

of a company limited by shares.

Memorandumi of association

PART I.

CONSTITUTION AND INCORPORATION OF COMPANIES AND

ASSOCIATIONS UNDER THIS ACT.

SECTION I.

MEMORANDUM OF ASSOCIATION.

Any seven or more persons associated for lawful any purpose may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company, with or without limited liability (a).

The liability of the members of a company formed under this Act may, according to the memorandum of association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up.

Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the memorandum of association must contain the following things:-The name of the proposed company, with the addition of the word "limited" as the last word in such name (b); the part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate; the objects for which the proposed company is to be established; a declaration that the liability of the members is limited; the amount of capital with which the company proposes to be registered divided into shares of a certain fixed amount. Subject to the following regulations :-That no subscriber shall take less than one share; and that each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes.

Where a company is formed on the principle of having the

(a) By the 20 & 21 Vict. c. 49, s. 12, unrepealed, any number of persons not exceeding ten may carry on in partnership, the business of bank

ing.

(b) New Brunswick and Canada Rail. way and Land Company . Boore, 3 H. & N. 249.

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