Partners. Attorneys Partners are mutual agents of each other in all things which belong to the partnership business. Attorneys at law and solicitors are public officers, who and solicitors. conduct legal proceedings on behalf of others called their clients, by whom they are retained, and who are entrusted with the management of suits and controversies in the courts of Common Law, Chancery, and Bankruptcy. No person can act as an attorney or solicitor without having previously obtained stamped certificate (a), Commis, brokers, and commission agents. Commission agents. FOREIGN LAWS. a France.-A factor is one who receives from a merchant or manufacturer authority to act on his behalf. The name of commis or agent is given to one who has more limited power, and who acts in a mercantile house, where the master himself directs the business. The name of servant is applied to persons paid by wages. Brokerage is different from commission. The commission agent binds himself to execute what he has promised to his principal. The broker is not personally bound to execute the business which he has negotiated, or to see that it be completed. The commission agent always deals in his own name, and third persons dealing with him acquire no direct action against the principal. He is not bound to discover the name of his principal, whether he acts as a commission agent or not. But whether he discovers the name of his principal, or the principal makes himself known, the commission agent is still liable, unless the third party has accepted the principal for his debtor. A commission agent in his own capacity is not bound to guarantee the result of his negotiation, but he may undertake such guarantee by charging an extra commission, called Del credere. The commission agent charged to sell is bound to take care of the goods and to execute his authority with diligence and good faith. He cannot sell at a less price than that prescribed to him by his principal, and if he does, he must account to the principal at the prices fixed to him. A commission agent cannot sell on credit, except where he has received authority for it, or there is an established usage to that effect. If he is authorised to sell on credit, he must be careful in the (a) 6 & 7 Viet. c. 73, s. 26. choice of the purchaser. The commission agent charged to purchase must use the same care in the choice of goods as he would if he bought them on his own account. He must in all respects fulfil his instructions. If he departs from them as regards the quality, the principal may refuse to receive any other goods than what he has ordered. If he has only exceeded the price, he may compel the principal to receive the goods by paying himself the difference. Where the agent receives the goods which he has purchased for his principal, they remain in his hands at the risk of the principal. And where the commission agent has made advances to his principal, and has not received sufficient instructions to sell the goods at the current prices, he may obtain from the Tribunal of Commerce authority for the purpose. Brokers.-The functions of brokers and stockbrokers are Nomination of brokers. distinct, though the same individual may exercise them both. The number of brokers and stockbrokers in any one place is fixed by the Government; but they are permitted to nominate their successors, subject to the right of the Government to refuse the party nominated. Aliens not naturalised, minors not emancipated, or uncertificated bankrupts, cannot be nominated. The law requires that the Tribunal of Commerce of the town shall nominate, at a general meeting, ten bankers and merchants, and for Paris eight bankers and merchants, who will prepare a double list of the brokers and stockbrokers to be nominated, and address the same to the prefects of the departments, and these may add the names of other candidates without exceeding the fourth of the whole. The minister may also add names equal to a fourth of the number in the first list, and present afterwards the whole list to the chief of the Government, who will then make the appointments. The decrees which appoint the stockbrokers or brokers are presented and registered at the Tribunal of Commerce, before whom such parties will take the oath. Such officers cannot be admitted to the oath, or enter on their functions, till they have given their security for any fine, which may be pronounced against them. The brokers and stockbrokers form together two distinct corporations. They have the right to deliberate for their internal government, and they may choose their syndics, each corporation having one syndic, and six assistants. The syndics are elected annually, and their functions consist in preventing other persons VOL. I. L Duties of brokers. to act as brokers, as well as in giving their opinions on the parties nominated and upon any disputes which might occur between the brokers and third persons. The brokers and stockbrokers are bound to prove the course of prices in the forms prescribed by law, and their certificates are evidence in court. The value of such certificates results from the publicity given to the different operations. Those which concern the public funds are loudly pronounced when the negotiation takes place. The prices of bills, shares, and other effects are gathered after the exchange hours, by the syndics, and appended to the bulletin, and the prices of merchandises are ascertained by the syndics of brokers united together and set upon each bulletin. The stockbrokers and brokers duly authorised have alone the right to act in the towns where they are established. Those who usurp those functions, or who employ other persons, are punished by a fine, equal to the sixth of the security furnished by the authorised agent. Brokers and stockbrokers cannot exceed their authority. As soon as they have accepted an order, they are bound to execute it, and they are responsible for the non-execution or delay. They must take note of the affairs they have concluded, and write daily in a book, kept in the same manner as the books of merchants, and by order of date, without erasures or abbreviations, all the conditions of the sales, purchases, &c., and deliver to every interested party, at the latest the day after the conclusion. of the business, an extract of their journal relative to the negotiation. The broker is not bound to answer for the parties for whom he acts, but where he has contracted with a party whom he knew to be a minor, or a married woman, he would be responsible for it. The compensation which the broker has mined by law. a right to receive is determined by a decree of the Minister of Commerce. Unless modified by law or usage, each contracting party should pay the half of the commission. Brokers and stockbrokers cannot engage in trade; and in case they should become insolvent, they would be declared fraudulent bankrupts. A stockbroker must know exactly all kinds of money having course in trade, and the laws which affect their negotiation. As an evidence that he does possess such knowledge, a person who wishes to be nominated stockbroker must show that he was engaged for four years in a banking house, or with a notary in Paris. The merchandise brokers must know the prices of different merchan Broker's commission deter dises, their qualities and dimensions, the adulterations to which they are subjected, the marks of different manufacturers, and the laws relating to them. not trade. Germany.-Brokers are officially appointed, and must take Brokers canan oath on their appointment. They contract purchases and sales of goods, ships, bills of exchange, home and foreign stock, shares, and business of insurance, bottomry, charterparty, &c. They are appointed either as general brokers, for all kinds of business, or for some special branches. They cannot engage in business on their own account, and are not responsible for the fulfilment of the business which they negotiate. They must transact the business themselves, and cannot entrust their authority to other parties. A broker must keep a day-book and a ledger, in which he must enter all his transactions every day. The day-book must be numbered and paged, and authenticated by competent authorities. The entries in the day-book must contain the names of the contractors, the date of the contract, the conditions, prices, time of delivery, &c. The entries must be made in the German language, or in the language of the place, and they must be inserted according to date, and without erasures or empty spaces. After the conclusion Broker's note. of the transaction, the broker must, without delay, deliver to each party a note, signed by himself, containing the particulars of the transaction. For transactions to be settled in future, the broker must lay the contract note before each party, to be signed by them, and cause the same to be exchanged among them. Should either party refuse to sign, the broker must notify the same to the other party. The broker is bound to give to either party, at any time, authenticated extracts from the day-book, with all the particulars of the transaction. Where a broker dies, or abandons his business, the book must be deposited with the authorities. The day-book properly kept, and the broker's note, furnish in general the proof of the conclusion of the transaction, and of the conditions of the same. If the broker has made a sale of goods according to sample, he must keep the sample, after marking it in such a way that it can be recognised, until the goods have been accepted or the business has been settled, unless the parties have exonerated him from such duty or it is not required by the custom of the place. A person suffering loss through the fault of the broker has a right to demand Broker's right damages from him. The broker has a right to his commission to the com mission. Duties of brokers. as soon as he has concluded the business, and if it be subject to any conditions, as soon as such conditions have been fulfilled. If the business has not been concluded, or the conditions have not been carried out, the broker is not entitled to any commission. The amount of the commission is regulated by the customs of the place, or by the custom of the trade. Unless there be a special agreement, each party must pay the half of the commission (a). Holland.-Brokers are nominated by the local government for each class of business, and before entering upon their functions they must take the oath. They are forbidden to deal on their own account, and to become responsible for the operations which they conclude. They are required to give an extract from their books, containing the conditions of the operations. When there is any dispute in the agreement, the entries made by the broker in his books are vouchers between the parties of the date the business was concluded, the prices, the quality, and time of delivery, &c., &c. The broker must keep samples of all the merchandises he has sold duly labelled. The broker who has negotiated the transfer of a bill of exchange is responsible for the identity of the last signature to this document. Where brokers do not conform to the rules, their authority may be suspended or their licence withdrawn. The broker becoming insolvent is suspended from his functions, and his licence may be altogether withdrawn (b). Italy. The Sardinian code prescribes the same law for brokers as the French Code, with some slight additions. Stockbrokers and brokers cannot refuse their ministry to those who demand it for commercial affairs in the towns where they are established. No other individual is allowed to act as broker besides those duly authorised (c). Portugal. The business of brokers consists in buying and selling, on account of their employers, merchandise, ships, public funds, bills of exchange, &c., and in negotiating charterparties, insurances, bottomry bonds, &c. The law is the same as the Spanish, with trifling amendments (d). Russia.-Brokers are appointed in all seaports and towns (a) German Code, §§ 66-81. (b) Dutch Code, §§ 62–73. (c) Sardinian Code, §§ 75-96. |