21 Vict. c. 14, s. 28. then, from and after the day upon which such company is tering. power for registered office. Upon the application of the directors of any company regis- Temporary tered under the Joint Stock Companies Acts as herein before companies defined, or any of them, made within one year after the date of to change the commencement of this Act, sanctioned by a resolution passed at an extraordinary general meeting, but subject to the restrictions hereinafter mentioned, the Board of Trade shall have authority by their certificate in writing to change the registered office of any such company from any one part of the United Kingdom of Great Britain and Ireland to any other part thereof, and the registrar of joint-stock companies with whom the memorandum of registration of such company has been registered shall, upon receipt of such certificate, note in writing upon the margin or at the foot of the said memorandum the name of the place to which such registered office is to be transferred, and the day upon which such transfer is pursuant to such certificate to take place, and shall attach the certificate to the memorandum, and the said registrar shall thereupon transmit to the registrar of joint stock-companies for that part of the United Kingdom to which the registered office is to be so transferred copies of the said certificate and of the said memorandum Restrictions on issue of certificate. of registration so noted certified by him; and the said registrar for the said last-mentioned part of the United Kingdom shall, upon receipt of such copies of certificate and memorandum, retain and register the same in like manner, and on payment of the like fees to him, as provided in the case of the registration of an original memorandum of registration, and thereupon the place of the registered office shall, from the said last-mentioned registration and the said day mentioned in the said certificate, be the place mentioned as such on the said certificate. Provided, however, that such change shall in nowise alter or affect anything theretofore done by the said company, or any of their rights or liabilities in respect thereof. The Board of Trade shall not issue their certificate in pursuance of the foregoing section until they are satisfied that an advertisement of the intention of the company to apply to the Board of Trade for a certificate, with a declaration that all parties objecting thereto are forthwith to apply to the Board of Trade, has been published once at the least in each of four successive weeks in the newspapers following; that is to say, in some newspaper circulating in the district where the registered office of the company is situate, and also if the company is registered in England in the "London Gazette," if in Ireland in the "Dublin Gazette," if in Scotland in the "Edinburgh Gazette," nor until the said Board are satisfied that the objections, if any, that may be urged against the issue of such certificate are groundless (a). The schedules appended to this Act will be found at the end of the work. (a) 25 & 26 Vict. c. 89, ss. 205 to 212. CHAPTER IX. ON CONTRACTS. SECTION I. CONTRACTS BY DEED. BRITISH LAW. contract. A CONTRACT is an agreement by which two parties mutually What is a promise and engage, or one of them only promises and engages to the other, to give some particular thing, or to do or abstain from doing some particular act. A contract is bilateral when the obligation is mutual. It is unilateral when it binds one without producing a corresponding engagement in the other (a). A contract may be express or implied. An express contract May be exmay be by matter of record, by deed, or by simple contract. press or Contracts by matter of record are those acknowledged in open court before an officer of the court, and in the presence of the party making the acknowledgment. Contracts by deed are contracts in writing, signed, sealed, and delivered by the parties to them. Simple contracts are either made by parol or implied from the conduct or dealings of the parties, or put into writing, but not sealed and delivered (b). When it is express, it may be by deed or by simple contract. A deed ought to be written, sealed, and delivered; but its Requisites of essentials are the sealing and delivery. A deed may, however, deeds. be delivered by words, without any formal act of delivery. So it may be printed or written on paper, or on parchment, and is valid, although it should mention, no time or date, or place of making (c). The difference between a deed and a simple contract is as follows:-A simple contract does not create an immediate obligation, but exhibits simply a mode of evidence, and cannot be enforced, unless it results from some valuable consideration (d). But a deed is good, even if voluntarily $ 3. (a) Pothier's Traité des Obligations, (b) Addison on Contracts, p. 2. (c) Ibid, p. 5, Co. Litt. 36 A. (d) Chitty on Contracts, p. 5, Iron v. Smallpiece, 2 B. & Ald. 551. granted, when it is not obtained by fraud (a). A deed is supposed by law to express fully and absolutely the intention of the party, and he is bound to fulfil it, even in a Court of Equity, whether he received any consideration or not. A covenant founded on a deed cannot be varied, released, or discharged, except by an instrument of equal importance (b). Statute of frauds. Requisites of a simple contract. Parties to a contract. The assent. SECTION II. SIMPLE CONTRACTS. A simple contract may be either verbal or in writing. But no contract, sale of lands, tenements, or hereditaments, or any interest in or concerning them, and no agreement not to be performed within the space of one year from the making thereof, can be enforced, according to the provision of the Statute of Frauds, unless the agreement upon which the action is brought, or some memorandum or note thereof, be in writing, and signed by the party to be charged therewith, or some other person thereunto by him lawfully authorised (c). The requisites of an agreement are the capacity of the contracting parties, their mutual consent, and a valid and valuable consideration. The agreement must, moreover, be legal in itself, and founded on good faith. The parties to a contract must possess physical and moral power to deliberate upon a matter, and weigh its consequences. Persons of insane mind, drunkards, infants, married women, and persons under duress, are therefore incapable of contracting (d). The assent must be complete on both sides. Until the terms of the contract are mutually and finally agreed upon, either party may retract. So a proposal to sell goods, giving time to the purchaser to determine, does not render the seller liable in an action for non-delivery, for at the time of coming into the contract the engagement was all on the one side. Where however the offer is made, "receiving an answer by return of post," the contract is binding from the moment the offer is accepted (e). (a) Shears v. Rogers, 3 B. & Ad. (b) Littler v. Holland, 3 T. R. 590; (d) Gore v. Gibson, 13 M. & W. 623. (e) Adams v. Lindsell, 1 B. & Ald. 684. As to the consideration, it is enough if there be a considera- Consideration. tion for the bargain, and that such a consideration be a legal consideration and of some value. If there be any consideration, the Court will not weigh the extent of it. Inadequacy of consideration cannot impeach a contract even in equity (a). The sufficiency of the consideration may arise either by reason of a benefit resulting to the party promising, or to a third person by the act of the promisee, or by reason of the latter sustaining any loss or inconvenience, or subjecting himself to any charge or obligation, however small the benefit, charge, or inconvenience may be, provided such act be performed, or such inconvenience or charge incurred, with the consent, express or implied, of the promisee, or at his special instance and request (b). Forbearance of a debt for a given time is a good consideration. So the giving up of a suit instituted to try a question respecting which the law is doubtful (c). A mere moral consideration is not sufficient to support a contract. contracts. A contract is illegal where it is against public policy and Illegal contrary to public morals, or in contravention of special statutes, or where it interferes with the administration of justice. Amongst contracts against public policy are contracts creating monopolies (d). Contracts in general restraint of industry and trade (e), and contracts with foreign enemies (f). Amongst those contrary to public morals are gaming contracts, wagers, lotteries, &c., &c. (g). And amongst contracts in contravention of special statutes are contracts by illegal weights and measures (h), contracts entered into on Sundays (), and contracts made upon the truck system. In either case the contract is void, and it cannot be enforced in a Court of Law or (a) Smith v. Smith, 3 Leon. 88; Coles v. Trecothick, 9 Ves. 246; Low v. Barchard, 8 Ves. 133. (b) Semple v. Pink, 1 Exch. 74. (c) Longridge v. Dorville, 5 B. & Ald. 117; Jennings v. Brown, 9 M. & W. 501. (d) 3 Inst. 181, 21 Jac. 1, c. 3; East India Comp. v. Sandy, Skin. 169; The Case of Monopolies, 11 Co. 86; 6 Com. Dig. Trade, D. 4. (e) Thompson v. Harvey, 1 Show. ; 2 Com. Dig. Trade, 3; Gunmakers' Co. v. Fell, Willes, 389. (f) Potts v. Bell, 8 T. R. 548; (g) 8 & 9 Vict. c. 109; 10 & 11 (h) 5 Geo. 4, c. 74; 6 Geo. 4, c. 12; (i) 29 Car. 2, c. 71, s. 1, for Sunday Trading. |