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Proposed Executor aud Trustee Company.-Joint-Stock Companies' Bill.
postponed last Session, and they have not the outside of every office or place in which come forward again. the business of the company is carried on, in a Two other gentlemen, a banker and a conspicuous position, in letters easily legible, barrister, have, however, entered on the and shall have its name engraven in legible Books of the Registrar of Joint-Stock Com-characters on its seal, and shall have its name panies, the following description of their proposed company :
advertisements, and other official publications mentioned in legible characters in all notices, of such company, and in all bills of exchange, promissory notes, cheques, orders for money, bills of parcels, invoices, receipts, letters, and other writings used in the transaction of the business of the company; s. 31.
"Executor and Trustee Company. "To undertake executorships and the management of trusts and other property on com- If such company does not paint or affix, and mission, or for other remuneration, as may be keep painted or affixed, its name, in manner agreed upon with parties interested therein, aforesaid, they shall be liable to a penalty not and for that purpose to hold as executors or exceeding 51. for not so painting or affixing its trustees such property as a joint-stock com-name, and for every day during which such pany may lawfully hold.
"The promoters of the company. "Charles Twigg, Banker, 27, Great St. Helens, and 105, Great Titchfield Street, Portland Place.
"Thomas Norton, Barrister, 1, Mitre Court Buildings, Temple, and 23, Abingdon Street, Westminster."
We are informed that the Registrar at first declined to make this extraordinary entry, and an application was made last Term to the Court of Queen's Bench, who, considering that the duty of the Registrar was merely ministerial, directed the entry to be made. We are not aware whether the Court was informed that this magnificent company consisted of two persons only.
name is not so kept painted or affixed; and if any officer of the company, or any person on its behalf, uses any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of such company, or of any bill of exchange, promissory note, cheque, order for money, bill of parcels, invoice, reaction of the business of the company, wherein ceipt, letter, or other writing used in the transits name is not mentioned in manner aforesaid, he shall be liable to a penalty of 50%., and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, order for money, for the amount thereof, unless the same is duly paid by the com
pany; s. 32.
General Meetings.-A general meeting of the company shall be held once at the least in every year; s. 33.
In the Bill now before the House of Commons, joint-stock companies must consist of not less than seven persons for cerAny company registered under this Act, and tain purposes, and not less than 20 for not carrying on a trade or business having others. We may assume, however, that gain for its object, may, and any company these two projectors will be able to obtain carrying on a trade or business having gain five other associates; but when they have done so, they cannot effect the objects contemplated by the former companies, who applied to Parliament for important altera
tions in the Law.
JOINT-STOCK COMPANIES' BILL.
MANAGEMENT AND ADMINISTRATION.
Office of Company.-The company shall have a principal office, to which all communications and notices may be addressed: If any such company carries on business without having such an office, they shall incur a penalty not exceeding 51. for every day during which business is so carried on; s. 29.
Notice of the situation of such office, and of any change therein, shall be given to the registrar of companies, and recorded by him: If such notice is not given the company shall forfeit 21. for every day during which any violation of this section continues; s. 30.
Every limited company shall paint or affix, and shall keep painted or affixed, its name on
for its object, may, unless prohibited by the articles of association, in general meeting, from
time to time, by such special resolution as is hereinafter-mentioned, repeal or alter, and make new provisions in lieu of any regulations of the company, whether contained in the memorandum of association, articles of associa tion, or in the table marked B. in the schedule, or repeal or alter any special resolution already passed; s. 34.
A resolution shall be deemed to be a special resolution of the company whenever the same has been passed by three-fourths in number and value of such shareholders of the company as may be present in person or by proxy at any meeting, of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such shareholders as may be present in person or by proxy at a subsequent meeting, of which due notice has been given, and held at an interval of not less than one month, nor more then three months, from the date of the meeting, at which such special resolution was first passed. Unless a poll is demanded by at least five shareholders a decla
Joint-Stock Companies' Bill-Management and Administration.
ration of the chairman of any such meeting as aforesaid, that a special resolution has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against the same. Notice of any meeting shall, for the purposes of this section, be deemed to be duly given whenever it is given in manner prescribed by the bye-laws of the company;
A copy of any special resolution that is passed by any company shall be forwarded to the registrar of companies, and recorded by him: If such copy is not so forwarded within 15 days from the date of the passing of the resolution, the company shall incur a penalty not exceeding 21. for every day after the expiration of such 15 days during which such copy is omitted to be forwarded; s. 36.
A copy of any special resolution shall be given to any shareholder on payment of 1s., or of such less sum as the company may direct; s. 37.
Increase of Capital.-Notice of any increase in the capital of a company shall be given to the registrar and recorded by him; if such notice is not given the company shall incur a penalty not exceeding 61. for every day during which such neglect to give notice continues;
to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company, in writing, signed by any person acting under the express or implied authority of the company; and such contract may in the same manner be varied or discharged:
(3.) Any contract which if made between private persons would by law be valid, although made by parol only, and not reduced into writing, may be made on behalf of the company by any person acting under the express or implied authority of the company; and such contract may in the same way be varied or discharged;
An instrument shall be deemed to be duly sealed with the company's seal although the impression is made on the paper or other substance of which the instrument is composed, and not on wax or other like substance; s. 42.
Execution of Deeds.
The company may by instrument under their common seal empower any person, either generally or in respect of any specified matters, as their attorney to execute deeds on their behalf in any place not situate in the United Kingdom, and every deed signed by such attorney, and under his seal, shall be binding on the company to the same extent as if it were under the common seal of the company; s. 43.
A promissory note or bill of exchange shall be deemed to have been made, accepted, or endorsed on behalf of the company, if made, accepted, or endorsed in the name of the company by any person acting under the express or implied authority of the company; s. 44.
Holding land. No company that is not for the time being carrying on a trade or business having gain for its object shall be entitled, without the sanction of the Lords of the Committee of Privy Council appointed for the consideration of matters relating to trade and foreign plantations, hereinafter called the Board of Trade, to hold more than two acres of land, but the Board of Trade may empower In any mortgage made by the company there any such company to hold lands in such shall be implied the following covenants (unquantity and subject to such conditions as less words expressly negativing such implicathey think fit, and may for that purpose grant tion are contained therein); that is to say, a a licence in the Form marked F. in the Sche-covenant on the part of the company to pay the dule hereto; s. 39.
Minutes of proceedings.-The company shall cause minutes of all resolutions and of all proceedings of general meetings of the company to be duly entered in books to be from time to time provided for the purpose, and any entry so made shall be receivable in evidence in all legal proceedings without further proof, and until the contrary is proved, every general meeting in respect of the proceedings of which entries are so made shall be deemed to have been duly held and convened; s. 40.
money thereby secured, and interest thereon, at the time and rate therein mentioned; a covenant that they have power to convey or assure the property declared to be conveyed or assured to the mortgagee free from incumbrances; and a covenant for further assurance of such property, at the expense of the company, to the mortgagee or any person claiming through, under, or in trust for him; and if a power of sale is thereby given, such power shall imply an authority to sell by public auction or private contract, altogether or in parcels, and Legal Instruments of Company. to make, rescind, or vary contracts for sale or resale without being liable for loss, and also an Contracts on behalf of the company may be authority to give effectual receipts for purchasemade as follows; (that is to say,) moneys, and such mortgage may be in the (1.) Any contract which if made between form marked G. in the schedule hereto, or as private persons would be by law required near thereto as circumstances admit; s. 45. to be in writing and under seal may be In any conveyance or assurance made by the made on behalf of the company, in writ-company there shall be implied (unless words ing, under the common seal of the com- expressly negativing such implication are conpany, and such contract may be in the tained therein) the following covenants on the same manner varied or discharged: part of the company; (that is to say,) (2.) Any contract which if made between private persons would be by law required
A covenant that, notwithstanding any act or default done by the company. they were
Joint-Stock Companies' Bill-Management and Administration.
at the time of the execution of such con- if any officer or agent commits any breach of veyance or assurance seised or possessed the duty hereby imposed on him, he shall inof the lands or premises thereby conveyed cur a penalty not exceeding 57. in respect of or assured for an indefeasible estate of in- each such breach; s. 51. heritance in fee simple, free from incumbrances occasioned by them, or otherwise for such estate or interest as therein expressed to be assured free from incumbrances occasioned by them: A covenant that the person to whom such lands or premises are conveyed or assured, his heirs, successors, executors, administrators, and assigns, (as the case may be,) shall quietly enjoy the same against the company and their successors, and all other persons claiming under them, and be indemnified and saved harmless by the company and their successors from all incumbrances occasioned by the company: A covenant for further assurances of such lands, at the expense of the person to whom such lands are conveyed, his heirs, successors, executors, administrators, or assigns, (as the case may be,) by the company or their successors, and all other persons claiming under them; s. 46.
Upon the conclusion of the examination the inspectors shall report their opinion to the Board of Trade. Such report shall be written or printed, as the Board of Trade directs. A copy shall be forwarded by the Board of Trade to the principal office of the company, and a further copy shall, at their request, be delivered to the shareholders upon whose application the inspection was made, or to any one or more of them. All expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders upon whose application the inspectors were appointed; s. 52.
In the case of every company that carries on a trade or business having gain for its object a balance sheet shall be made out in every year, and laid before a general meeting of the company, and such balance sheet shall contain a summary of the property and liabilities of the company, arranged under the heads appearing in the form marked H. in the schedule hereto or as near thereto as circumstances admit; s. 47.
The company in general meeting may appoint inspectors for the purpose of examining into the affairs of the company: the inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting direct; s. 53.
A copy of the report of any inspectors appointed under this Act, authenticated by the have made inspection, shall be admissible as seal of the company into whose affairs they evidence in any legal proceeding; s. 54.
Any summons, notice, writ, or proceeding requiring to be served upon the company may be served by leaving the same, or sending it through the post addressed to the company, at their principal office, or by giving it to any director, secretary, or other principal officer of the company; s. 55.
At any time within one month from the holding of a general meeting, before which any balance sheet has been laid, any shareholder may require a copy thereof to be given to him Notices by letter shall be posted in such by the company, on payment of such sum, not time as to admit of the letter being delivered exceeding 6d. for every hundred words and in the due course of delivery within the period figures, as the company may prescribe; s. 48. (if any) prescribed for the giving of such noA copy of such balance sheet, authenticated tice; and in proving such service it shall be by the seal of the company, shall, within one sufficient to prove that such notice was promonth after the preparation thereof, be for-perly directed, and that it was put into the post warded to the registrar of companies, and re-office; s. 56. gistered by him; if it is not so forwarded, the Any summons, notice, or writ, or proceedcompany shall incur a penalty not exceeding 57. a day for every day during which such violation of this section continues; s. 49.
Examination of Affairs of Company. Upon the application of one-fifth in number and value of the shareholders of any company, the Board of Trade may appoint one or more competent inspectors to examine into the affairs of the company, and to report thereon in such manner as the Board of Trade directs; s. 50. It shall be the duty of all officers and agents of the company to produce their books for the examination of the inspectors, and to facilitate such examination to the extent of their power: any inspector may examine the officers and agents of the company in relation to its business, and it shall be their duty to answer any questions proposed to them by the inspectors:
ing requiring authentication by the company may be signed by any director, secretary, or other authorised officer of the company, and Inced not be under the common seal of the
company, and the same may be in writing or in print, or partly in writing and partly in print; s. 57.
All offences under this Act made punishable by any penalty may be prosecuted summarily before two or more Justices, as to England in manner directed by an Act passed in the Session holden in the 11 & 12 Vict. c. 43, intituled "An Act to facilitate the performance of the duties of Justices of the Peace out of Sessions within England and Wales with respect to summary convictions and orders," and as to Ireland in the manner directed by the Act
Joint-Stock Companies' Bill.—Trial of Offences Bill.-Review.
passed in the Session holden in the 14 & 15 bind the prosecutor and witnesses to appear on Vict., intituled "An Act to consolidate and the trial; s. 9. amend the Acts regulating the proceedings of Petty Sessions, and the duties of Justices of Process may be issued against any defendant the Peace out of Quarter Sessions in Ireland;" at large, and witnesses may be compelled to attend the trial; s. 10.
The Justices imposing any penalty under this Act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of her Majesty's exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the consolidated fund of the United Kingdom; s. 59.
Alteration of Forms.
The Board of Trade may from time to time make such alterations in the forms and tables contained in the schedule hereto as they deem requisite, but they shall, before issuing any altered form or letter, give such public notice as may be necessary for the purpose of preventing inconvenience; s. 60.
TRIAL OF OFFENCES BILL.
THE proposed enactments in this Bill are as follow :
The Court of Queen's Bench may order any indictment which has been removed into that Court to be tried at the Central Criminal Court; s. 1.
When any such order has been made, the indictment shall be transmitted to the Central Criminal Court; s. 2.
When any such order has been made, the depositions, &c., shall be returned to the Central Criminal Court; s. 3.
When any such order has been made, the prisoner shall be removed to Newgate; s. 4. When the indictment has been transmitted, the Central Criminal Court shall have the same authority as if the offence had been committed within its jurisdiction; s. 5.
Any person convicted may be sentenced to be punished, either in the county where the offence was committed or within the jurisdiction of the Central Criminal Court; s. 6.
Any prisoner removed or committed to Newgate under this Act may be taken to and from
the Central Criminal Court as often as need be; s. 7.
Every prisoner whilst being removed or detained under this Act shall be deemed to be in lawful custody (14 & 15 Vict. c. 55, s. 22); s. 8. When a certiorari is delivered to any Court to remove any indictment, such Court may
may be ordered to be paid; s. 11. Expenses of the prosecution and rewards
Her Majesty in council may make rules to effect the purposes of this Act; s. 12.
No objection to be taken to any writ of certiorari, order, or other proceeding for removing any indictment, &c.; s. 13.
It shall not be necessary to prove that any indictment has been properly removed or transmitted; s. 14.
Verdicts and judgments to be valid; s. 15. Any defendant on bail may be bailed again or committed to Newgate; s. 16.
Prosecutor and witnesses may be bound by recognizance to appear again at the Central Criminal Court; s. 17.
The Court of Queen's Bench may impose any terms which seem reasonable on any defendant applying to be tried at the Central Criminal Court; s. 18.
The treasurer of the county where the offence was committed shall pay the expenses of the prisoner's maintenance, &c., in Newgate; s. 19.
An account of the expenses of any prisoner shall be delivered to the treasurer of any county where the offence was committed (5 & 6 Vict. c. 98, s. 21); s. 20.
Any dispute shall be settled by arbitration (5 Geo. 4, c. 85, s. 2); s. 21.
In case the barrister die, &c., another may be appointed (7 & 8 Vict. c. 93, s. 2); s. 22.
Act not to affect any peer or peeress; s. 23. [Some amendments in this Bill have been made in Committee.]
NOTICES OF NEW BOOKS.
A Selection of Leading Cases on Real Property, Conveyancing, and the Construction of Wills and Deeds. By OWEN DAVIES TUDOR, Esq. Butterworths.
MR. TUDOR'S Selection of Leading Cases in Equity is well known, and has acquired a deserved reputation. The idea of taking a single prominent case to serve as the text and theme for a dissertation upon a legal principle, first adopted by the late lamented J. W. Smith, and admirably applied by him in his Selection of Leading Cases bearing upon the Common Law, has been successfully pursued by Mr. Tudor, and the work
Review: Tudor's Selection of Leading Cases.-The Law Magazine.
before us is another specimen of this pecu- ritance, rule in Shelley's case, bequest wheliar method of treatment. The advantage ther vested or contingent, easements, recoof studying the law through the medium of very, use upon use, gifts to children as a cases has long been recognised, indeed the class, rule in Wild's case. It will be seen principle is as old as the law itself. The that this list is very miscellaneous and emold dom-bocs of the Anglo-Saxons appear braces some of the most prominent questo be little more than records of actual tions concerning the disposal and devoludecisions, and from the time of Edward the tion of land and the peculiarities of real Second, when the Year Books commenced, estate. we have a continued series of reports, which The work has not, of course, the compreare the repertory and storehouse of law. hensive and exhaustive character of one exText-writers may analyse, refine, and extract pressly devoted to a single subject,-as to principles, but, after all, the reported cases conveyancing alone, for instance, to powers, remain the real pabulum of the lawyer. A or the law of wills. The advantage it afprinciple presented in its concrete form, fords is to present to the lawyer, in a readthrough the medium of an example, is more able and accessible form, a mass of cases of easily retained, and more suggestive than the most frequent reference, accompanied when it is offered in its abstract form. The by an appendix of illustrative matter, giving method of cases has also been found very a complete view of the present condition of convenient as affording an easy nomencla- the law as to the points involved. ture and mode of reference,-Shelley's case, As to the way in which Mr. Tudor has for instance, at once suggests a certain doc- executed his task, within the limits which trine of law which could hardly be so shortly he has marked out for himself in the preor conveniently referred to in any other sent volume, we are able to speak of it in way. It is true that some of the older terms of the highest commendation. His cases are quaint and crabbed,-they are like expositions, where he has occasion to speak old dried anatomical preparations handed in his own language, are clear and well condown from former practitioners, which have sidered, and his industry is attested by the formed the subject of lectures and demon- fact that considerably more than 3,000 strations to many a successive series of cases are cited or referred to in the notes. students. In the fact, however, that they The work will doubtless be a valuable addihave been over and over again anatomised, tion to the library of the working lawyer, and repeatedly referred to by way of illus- as well as to that of the student.
tration or authority, lies their peculiar value, and some of the old Elizabethan decisions seem likely to remain as legal landmarks as long as the English Law lasts.
THE LAW MAGAZINE.
[FROM A CORRESPONDENT.]
WHEN this Review was edited by Mr. Heyward, it was distinguished by vigorous writing, and by large and liberal ideas of all the ques
tions which came under its examination. Mr.
The field which Mr. Tudor has chosen for the present selection is a tolerably wide one, embracing real property, conveyancing, and the construction of wills and deeds. In illustration of these subjects the number of leading cases given is but 35, but these, to- Heyward was succeeded by Mr. Symons. gether with the illustrative commentaries, During his reign some subjects were discussed form a bulky volume of above 800 pages. in a manner, which the Legal Observer felt We may as well give a list of the topics itself called upon to condemn, and certainly touched upon; they are as follows:-Exces- an occasional want of good taste, if not disresive execution of powers, escheat and for- gard of facts, was displayed, in the shape of feiture, devise vested on contingent, tenancy attacks upon the Incorporated Law Society, for life, condition repugnant to estate void, the groundless nature of which were successperpetuities, uses and trusts, apportionment fully exposed. During Mr. Symons' tenure of rents, commons, mortmain, extrinsic evithe Law Magazine was, in other redence in wills, powers, lapse, merger, failure of issue, simony, estates by implication, ac- spects, conducted with considerable ability, cumulation, executory or substituted gift in with perfect honesty, and with marked indewills, what words confer an estate tail, joint pendence. It has now been committed to the tenancy and tenancy in common, gift of sum hands of a new Editor, and an attempt is to be to be raised out of real estate, whether vested made by "strenuous efforts," to "render the or contingent, tenancy at will or from year to periodical more worthy than heretofore of conyear, tenancy at sufferance, estates of inhe-fidence and support." For such a purpose