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pany is also relinquished. Where, however, a transfer has been made in respect of which all the calls have not been paid, the transferee is not liable for the amount still remaining due, nor Purser cannot would he forfeit the share for the non-payment of calls. The purser being a manager for the time being only, has no right to sue the shareholders for calls (a).

sue for calls.

Authority of co-adventurers.

Co-adventurers in a mine have no implied authority, as such, to borrow money on the credit of the company, for the purpose of carrying on the mines, or for any other purpose, however useful or necessary to the objects for which the company is formed (b). Nor would the fact that the party had the general management of the mine make any difference in the absence of circumstances from which an implied authority for that purpose can be inferred (c).

Mining companies on the cost-book principle may be registered under the Joint Stock Companies Act with a limited or unlimited liability.

Sources of law.

SECTION XI.

ON RAILWAY AND OTHER COMPANIES REQUIRING THE

AUTHORITY OF PARLIAMENT.

The regulations for such companies are laid down partly in the Joint Stock Companies Acts and partly in the Companies Clauses Consolidation Act passed in 1855 (d). The object of the latter statute was to comprise in one general Act sundry provisions relating to the constitution and management of jointstock companies, usually introduced into Acts of Parliament authorising the execution of undertakings of a public nature by such companies. It was also framed in order to provide means for avoiding the necessity of repeating such provisions in each of the several Acts relating to such undertakings, and for ensuring greater uniformity in the provisions themselves.

(a) Fenn's case, 4 De G. M. & G. 285; Bodmin United Mines Company, 23 Beav. 376; Hybart v. Parker, 4 C. B. N. S. 209.

(b) Burmester v. Norris, 6 Exch. 796.

(c) Ricketts v. Bennett, 4 C. B. 686;
Dickinson v. Valpy, 10 B. & C. 128;
Tredwen v. Bourne, 6 M. & W. 461;
Hawtayne v. Bourne, 7 M. & W. 595;
Hawken v. Bourne, 8 M. & W. 703.
(d) 8 Vict. c. 16.

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The capital of such companies is divided into shares bearing a numerical progression, the shares being personal estate, and transferable as such; and every person becoming entitled to a share, and whose name has been entered in the register of shareholders, is deemed a shareholder of the company. A register of shareholders with their addresses must be kept, and certificates of shares are to be issued to the shareholders, which certificates are evidence in court, and may be renewed when destroyed. The transfer of shares must be by deed duly stamped and registered, but no shareholder can transfer his share till he has paid all calls for the time (a).

Capital di

vided into

shares.

The company may make such calls as they may require, and Calls. they have a right to sue any shareholder who fails to pay the amount of such call. If any shareholder fail to pay any call, the directors, after the expiration of two months from the day appointed for payment, may declare the shares forfeited, provided they transmit notice of such intention to the party, and the forfeiture be confirmed at a general meeting of the company.

If authorised by special Act to borrow money on mortgage or Borrowing bond, the company may do so. The company may convert the money. sum borrowed into capital, and may consolidate shares into stock, but all the money raised by the company, whether by subscriptions of the shareholders or by loan, must be applied, first, in paying the costs and expenses incurred in obtaining the special Act, and secondly, in carrying the purposes of the company into execution (b).

Ordinary meetings of the shareholders must be held half- Shareholder's yearly, and extraordinary meetings may be called by the directors title to vote. as required by the shareholders, giving fourteen days' notice of all such meetings, by advertisement specifying the purpose for which the meeting is called. Every shareholder is entitled to vote according to the prescribed scale, and where no scale is prescribed, every shareholder has one vote for every share up to ten, and an additional vote for every five shares beyond the first ten shares up to one hundred, and one additional share for every ten shares held by him beyond the first one hundred shares (c).

(a) 8 Vict. c. 16, ss. 6 to 19.

(b) 8 Vict. c. 16, ss. 21 to 36.

(c) 8 Vict. c. 16, ss. 66 to 80.

Number and powers of di

rectors.

Dividends.

Arbitration.

The number of directors must be the prescribed number. No person is capable of being a director unless he be a shareholder; and no person holding an office or place of trust or profit under the company or interested in any contract with the company is capable of being a director. The directors have the management and exercise of all the powers of the company. The manner in which such powers may be exercised is as follows:Any contract which, if made between private persons, would by law be required to be in writing and under seal, must also be entered into, if on behalf of the company, in writing and under seal. Any contract which, if made between private parties, would be by law required to be in writing and signed by the parties to be charged therewith, the same must also be entered into by the directors in writing, signed by any two of them. And any contract which, if made between private persons, would by law be valid, although made by parol only, and not reduced into writing, may also be made by the directors by parol only. No director, by being party to or executing in the capacity of director any contract or instrument on behalf of the company, or executing any of the powers given to the directors, acquires any personal liability on the same (a).

Auditors must be appointed, and proper accounts kept of all matters. Previously to the declaration of dividends a scheme should be prepared showing the profits, if any, of the company, but no dividend can be made whereby the capital stock will be in any degree reduced. The company may from time to time make bye-laws (b).

When any dispute arises which must be settled by arbitration, each party must nominate and appoint an arbitrator, and if one of the parties fails to appoint an arbitrator, the other party may appoint his arbitrator to act for both parties, and when more than one arbitrator has been appointed, they may nominate and appoint an umpire to decide on any matters on which they may differ (c). In all cases where damages, costs, or expenses are directed to be paid, and the method of enforcing the same is not provided for, such amount is to be ascertained and determined by two justices; and if no sufficient goods can be found to levy such damages, the same may be levied by

(a) 8 Vict. c. 16, ss. 81 to 100.

(b) 8 Vict. c. 16, ss. 101 to 127.

(c) 8 Vict. c. 16, ss. 128 to 134.

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distress of the goods of the treasurer of the company. Other clauses refer to penalties, appeal, &c.

lands.

The Act for consolidating in one Act certain provisions usually Power to take inserted in Acts authorising the taking of lands for undertakings of a public nature (a), provides, first, for the purchase of land by agreement, and otherwise than by agreement. In the latter case the whole capital must be subscribed before compulsory powers of purchase can be put in force. In case of disputes as to compensation, where the amount claimed does not exceed 507., it must be settled by two justices. Where it exceeds 50l., it must be settled by arbitration or jury, at the option of the party claiming compensation (b). The other clauses of the Act apply to conveyances, entry on lands, copyhold, common lands, &c.

(a) 8 Vict. c. 18.

(b) 8 Vict. c. 18, ss. 16 to 23.

CHAPTER VI.

Agency how constituted.

May be special or general,

limited.

PRINCIPAL AND AGENT.

SECTION I.

CREATION OF AGENCY.

BRITISH LAW.

any act, authorises another The person employing is person employed is called

THE relationship of principal and agent is constituted whenever one person, having power to do person to do it for him in his name. called the principal or employer; the the agent or attorney; the relation between the parties is one of agency; and the power thus delegated is the authority. When the agency is created by a formal instrument or by deed under seal, it is called a letter of attorney.

The agency may be special or general. A special agency exists when a person authorises another to do a single act; a general agency exists where the party is empowered to do all acts connected with a particular business or employment. The limited or un- authority may be limited or unlimited. It is limited when accompanied by instructions as to the course to pursue. It is unlimited when such course is left to the agent's own discretion. The authority may be created by deed, by writing, or by verbal instructions (a). It may also be inferred from the conduct or relation of the parties; and it may be either antecedently given or subsequently adopted by an act of recognition or by acquiescence (b). An authority to execute a deed on behalf of his principal must, however, be by deed (c).

Authority by deed or by

parol.

Every person may be principal or agent.

Every person capable of contracting, and not personally disqualified by law, may be a principal. Infants, married women, idiots, lunatics, and other persons having no capacity to contract

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(a) Coles v. Trecothick, 9 Ves. jun.

(b) Maclean v. Dunn, 4 Bing. 722; Jones v. Bright, 5 Bing. 533.

(c) Harrison v. Jackson, 7 T. R. 209; Coomb's case, 9 Coke R. 766; Horsley v. Rush, 7 T. R. 207.

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