list of shareholders to any registered shareholder during business hours, from ten of the clock to four of the clock.

The act does not extend to shares or stock in the Bank of England or the Bank of Ireland.

LIABILITY OF BANK DIRECTORS. -The case of Scott v. Dixon, arising out of the failure of the Liverpool Borough Bank, and the decision of Baron Martin in August, 1858, in favour of the plaintiff, shows the onerous liabilities of directors who lend themselves to fraudulent representations of the affairs of a bank, with a view to raise the market price of shares and tempt purchasers. The action was brought to recover the value of certain shares which the plaintiff had purchased on the faith of a report issued by the directors, and which represented the bank to be in a solvent condition, when they actually knew it was involved in hopeless debt, and irretrievably ruined. The verdict of the jury was in favour of the amount claimed, and the judge expressed a hope that it "would be a warning to the whole country." That men are bound by their representations, is conformable to the dictum of Lord Mansfield, when, on a business transaction, he said, "it shall be as represented to be."

It may be well to mention here that in 1871 an act (34 & 35 V. c. 17) was passed which provides that the several days in the schedule mentioned shall be kept as close holidays in all banks in England and Ireland and Scotland respectively, and all bills of exchange and promissory notes which are due and payable on any such bank holiday shall be payable, and in case of non-payment may be noted and protested, on the next following day, and not on such bank holiday; and any such noting or protest shall be as valid as if made on the day on which the bill or note was made due and payable; and for all the purposes of the act the day next following a bank holiday shall mean the next following day on which a bill of exchange may be lawfully noted or protested.

When the day on which any notice of dishonour of an unpaid bill of exchange or promissory note should be given, or when the day on which a bill of exchange or promissory note should be presented or received for acceptance, or accepted or forwarded to any referee or referees, is a bank holiday, such notice of dishonour shall be given and such bill of exchange or promissory note shall be presented or forwarded on the day next following such bank holiday.

This act also provides for the appointment of special bank holidays by royal proclamation, and that the day appointed for any bank holiday may be altered by order in council.

The schedule to this act is as follows:

Bank Holidays in England and Ireland.-Easter Monday; the Monday in Whitsun week; the first Monday in August; and the 26th day of December, if a week-day.

Bank Holidays in Scotland.-New Year's day; Christmas day

(if either of these days falls on a Sunday, the next following Monday shall be a bank holiday); Good Friday; the first Monday of May; and the first Monday of August.

III. THE COMPANIES ACTS OF 1862 & 1867.

The Companies Act, 1862 (25 & 26 V. c. 89) is divided into nine parts, relating to the constitution and incorporation of companies and associations-to the distribution of the capital and lability of members of companies-to the management and administration of companies and associations and the winding-up of the same to the Registration Office-to the application of the act to companies registered under former joint companies acts-to companies authorized to be registered under the new act, and the application of the act to unregistered companies. The act com. menced November 2, 1862, from which date, with exceptions, former acts are repealed. But by s. 206, no repeal enacted is to affect anything duly done under the acts repealed-the incorporation of any company registered-any right or privilege acquired or liability incurred or any penalty, forfeiture, or other punishment incurred under repealed acts. By ss. 207 and 208, there is a saving for proceedings under winding-up acts, and of any conveyance, mortgage, or other deed made in pursuance of repealed acts.

Under this statute insurance and all other companies are ineluded. Petitions to wind-up companies must be presented to the court of Chancery, and may by that court be referred to the court of Bankruptcy. And seven or more persons associated for any lawful purpose, may, by subscribing their names to a memorandum of association, form an incorporated company, with or without limited liability. An annual list of members of a company is to be forwarded to the registrar of joint-stock companies, and the same is to be open to inspection. Power given as to the apprehension and examination of persons suspected of having property in their possession belonging to a company. Provisions framed to protect the public from adventurers getting up companies, and to reach delinquent directors, and prevent their flight. The court may at any time, before or after it has made an order for winding-up a company, upon proof that there is probable cause for believing that any contributor is about to quit the United Kingdom, or otherwise to abscond, or to remove or conceal his goods, for the purpose of evading payment of calls, or for avoiding examination in respect of the affairs of the company, cause such contributor to be arrested, and his books, papers, moneys, securities for moneys, goods and chattels, to be seized, and him and them to be safely kept until such time as the court may order. The court has likewise power to assess damages against delinquent directors and other officers for any breach of trust, or misapplication of the funds; and, not

withstanding the offence is one for which the offender is criminally liable, he may be ordered to pay a sum towards the assets of the company by way of compensation for his misconduct. For a falsification of books or of accounts, an imprisonment of two years with hard labour is provided.

This elaborate statute, with its schedules of fees payable on registration, and the getting up and management of companies, occupies twenty-five pages of the statutes at large, and constitutes a complete legal guide to this division of commercial law.

The 27 V. c. 19, enables joint-stock companies carrying on business in foreign countries to have an official seal to be used in such countries. Any company under the Companies Act may have an official seal, such seal being a fac-simile as nearly as possible of the common seal of the company, except that on the face must be inscribed the name of every place for which it is to be used. Agents may be empowered to affix the seal abroad to any deed or contract. Person affixing seal to document to certify the date when so affixed. Companies not to exercise powers under this act, unless authorized by their articles of association.

These acts were amended by 30 & 31 V. c. 131, and the act of 1867 is to be construed as one with the principal act of 1862. By s. 5 of that act, the following modifications are to be made in the 38th section of the principal act, with respect to the contributions to be required in the event of the winding-up of a limited company under the principal act, from any director or manager whose liability is, in pursuance of this act, unlimited:

1. Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company;

2. No contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company;

3. No contribution required from any past director or manager in respect to any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company;

4. Subject to the provisions contained in the regulations of the company, no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and the expenses of winding-up.

By s. 6, in the event of the winding-up of any limited company, the court, if it think fit, may make to any director or manager of sach company whose liability is unlimited the same allowance by way of set-off as under the 101st section of the principal act it may make to a contributory where the company is not limited.

S. 9. Any company limited by shares may, by special resolution, so far modify the conditions contained in its memorandum of association, if authorized so to do by its regulations as originally framed er as altered by special resolution, as to reduce its capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered by the registrar of joint-stock companies.

CHAPTER VIII.

Partners.

PARTNERSHIPS are mercantile associations, in which two or more persons agree to share equally, or in other proportion, the profit and loss in any trade, bargain, or speculation. The object of the partnership agreement may be anything that is lawful; since any agreement for an unlawful object is void. To constitute a valid partnership, and to make a person liable as a partner, there must be an agreement between him and his colleagues to share in all risk of profit and loss; or he must have permitted them to use his credit, and to hold him out as jointly liable with themselves. In general all the partners appear ostensibly to the world, constitutng what is called the house or firm; but moneyed men sometimes etbark considerable sums in trade without taking any part in the management of the business or suffering their names to appear :

persons are called dormant or sleeping partners. No partner, without the consent of the firm, can transfer his share to another per, or introduce a new member into the partnership. Each member, however, may, upon proper warning, withdraw from the fra, and demand payment from them of his common stock. Though an agreement to share profit and loss is essential to contitate partnership, yet, if one take a moiety of the profits without it, he shall, by operation of the law, be made liable to losses, 2H. B. 247.

A number of persons agreeing to subscribe sums of money for purpose of obtaining a bill in parliament to make a canal or milway are partners in the undertaking; and, therefore, a subscriber who acted as their surveyor could not maintain an action for work de by him in that character, on account of the partnership, inst all or any of the other subscribers, 1 B. & C. 74.

If there is no express stipulation as to the management of part

nership property, the majority must decide as to the disposition and management of partnership concerns.

Each partner is not only entitled to his proportion of the partnership estate, according to express agreement, or what he originally contributed, but he has a lien upon it for any sum of money advanced by him to, or owing to him from, the partnership.

A written agreement is not necessary to constitute a partnership. The acts of the parties, where there is no partnership contract in writing, may be the evidence of the contract.

II. LIABILITIES OF PARTNERS.

In partnerships, the individual partners are liable for the debts of the joint trade without limitation, unless when incorporated; and then the members are liable for their respective shares; or, according to 1 V. c. 73, in such other degree as the charter of incorporation may prescribe.

In general, it may be stated that the acts of one partner, in the way of sale, purchase. promise, or agreement, when performed without collusion and in violation of no public law, and in course of the partnership business, are binding on the whole firm. And this responsibility of partners for the acts of each other in the course of trade cannot be limited by any agreement, covenant, or promise in the articles by which the partnership is constituted. This principle is, however, subject to some qualification. If one partner can show a disclaimer, he will be relieved from responsibility. Or, if there be any particular speculation which he disapproves of, by giving distinct notice to those with whom his partners are about to contract, that he will not, in any manner, be concerned in it, they cannot have any claim upon him, as proof of the notice would rebut his prima facie liability. Neither is there any joint liability for the debt of one partner, unless contracted in the course of the partnership business. So, if the partnership effects are taken and sold on an execution against one partner only, the sheriff is to pay over to the other partners a share of the produce proportioned to their shares in the partnership effects.

Though a small share in the business renders the shareholder a general partner, and subjects him to the same responsibility as if he held a more considerable share, yet a share in a ship, the copyright of a book, or other specific object, does not constitute a general partnership; and, therefore, the responsibility is limited to that particular object.

But the mercantile principle that any share of profit in a firm makes individual partners liable for all the debts of a joint trade, unless when incorporated, has been qualified by an act of 1865, the 28 & 29 V. c. 86. By s. 1, "the advance of money by way of loan to a person engaged or about to engage in any