In England the statute of 7 & 8 Victoria, oh. 110, has the effect of making joint-stock companies, formed and registered in a certain way, quasi-corporations.1 In this country, wherever there are no similar statutory provisions, joint-stock companies are rather to be regarded as partnerships. The English statute above referred to defines a joint-stock company as "a partnership whereof the capital is divided or agreed to be divided into shares, and so as to be transferable without the express consent of all the copartners,"(a) And this definition may be considered as applicable to such companies in this country. Although a joint-stock company is certainly not a corporation, yet it differs in some respects from a common partnership. A member of a partnership may assign his interest in the property of the firm; but the assignee does not become a partner unless the other copartners choose to admit him; and the interest so assigned being subject to all the debts of the partnership, it may be withheld by the partners for the purpose of settling the affairs of the firm, and until it is certain that there is a balance belonging to the partners, and until the share belonging to the assigning partner may, in whole or in part, be paid over to his assignee without injury to the creditors of the firm. (b) But in a joint-stock company provision is made beforehand for such transfer, * and this is a principal object and effect of the division into shares.

(a) 7 & 8 Vict. c. 110, § 2. The same section proceeds to include also within the term Joint-Stock Company, all Life, Fire and Marine Insurance Companies, and every partnership consisting of more than twenty-five members.

(b) See Pratt v. Hutchinson, 15 East, 511; Rex v. Webb, 14 East, 406; Josephs v. Pebrer, 3 B. & C. 639; Fox v. Clifton, 9 Bing. 115; s. c. 6 id. 776. The Bubble

Act (6 Geo. I. c. 18), made during the excitement produced by the South Sea Company, having been repealed by the statute 6 Geo. IV. c. 91, it was held in Garrard v. Hardey, 5 Man. & G. 471, that the formation of a company, the stock in which should be transferable, was not an offence at common law. And the doctrine was reaffirmed in Harrison v. Heathorn, 6 Man. & G. 81.

1 The statutes of 25 & 26 Vict. c. 89; 40 & 41 Vict. c. 26; 42 & 43 Vict. c. 76; 43 Vict. c. 19, commonly called the Companies Acts, with minor additions and amendments, now express the English law as to Joint Stock Companies.

In other respects the differences between the law of joint-stock companies and that of partnership (which is our next topic), are not very many nor very important. (c)

Some question has arisen as to the power of a managing committee to pledge the credit of the members of a society; and it is held that this must depend upon the rules and by-laws of the society. (d) Such a case is not likened to that of a partnership, but is governed by the law of principal and agent.(e) Nor has a member of a joint-stock company any implied authority to accept bills in the name of the directors or of the company. (/) The effect of becoming a subscriber to an intended company, in regard to the creation of a partnership between the members as well among themselves as in reference to the public, has been before the courts; and it has been held that an application for shares and payment of the first deposit did not suffice to constitute one a partner, where he had not otherwise interfered in the concern; (g) and that the insertion of his name by the secretary of the company in a book containing a list of the members was not a holding of himself out to the public as a partner. (h) And this on the ground that such person does not thereby acquire a right to share in the profits.

But though there be some want of the necessary formalities or acts of a party to make himself legally a member, yet if he interpose and act as a member or director, (i) attend meetings, accept office, or otherwise give himself out to the public as such, either expressly or by sufficient implication, then he will make himself liable as a partner. (j) And this even if the company * originated in fraud, to which he is not a party, nor privy; (A) or if a deed expressly required by the printed prospectus to make him a partner has not been signed by him; (I) or even if the company has never been regularly and finally formed; (m) or has been abandoned; (n) or is insolvent. (o)

(c) See the remaks of Lord Campbell, in Burnes v. Pennell, 2 H. L. Cas. 497.

(d) Flemyng v. Hector, 2 M. & W. 172. And see Reynell v. Lewis, 15 M. & W. 517.

(e) Id.

(f) Bramah v. Roberts, 3 Bing N. C. 963; Dickinson v. Valpy, 10 B. & C. 128; Steele v. Harmer, 14 M. & W. 831.

(g) Pitchford v. Davis, 5 M. & W. 2; Fox v. Clifton, 4 Mo. & P. 676, 6 Bing. 776. Same case sent down for a third trial, 9 Bing. 115. And see Bourne v. Freeth, 9 B. & C. 632.

(h) Fox v. Clifton, 4 Mo & P. 676.

(i) Lord Denman, Bell v. Francis, 9 C. & P. 66.

(j) Douhleday v. Muskett, 7 Bing. 110; Tredwen v. Bourne, 6 M. & W. 461; Maudslay v. Le Blanc, 2 C. & P. 409, Dote; Braithwaite v. Skofield, 9 B. &C. 401; Peel v. Thomas, 15 C. B. 714. And see Harrison v. Heathorn, 6 Scott, N. R. 735.

(k) Ellis v. Schmoeck, 5 Bing. 521; s. c. 3 Mo. & P. 220.

(l) Maudslay v. Le Blanc, 2 C. & P. 409, n. And see Ellis v. Schmoeck, 5 Binig. 521.

(m ) Abbott, C J., Keasley v. Codd, 2 C. & P. 408, n.

(n) Donbleday v. Muskett, 7 Bing. 110.

(o) Keasley v. Codd, 2 C. & P. 408.

It seems that a member of such a company may sue the company for work and labor done, and money expended by him in their behalf. (p)

(p) Carden v. General Cemetery Co. 5 Bing. N. C. 253. But it is to be observed that this was so held with reference to an incorporated joint-stock company; and some stress was laid in the decision upon the particular provisions of the act of incorporation. And see Peering v. Hone, 4 Bing. 28. - A member of a joint-stock company, like a member of an ordinary partnership, may recover compensation for service rendered to the company previous to his having become a member of it. Lucas v. Beach, 1 Man. & G. 417. In general, however, an action cannot be maintained by a member against the company, or by the company against a member, on a contract between him and the company. Neale v. Turton, 4 Bing. 149; Wilson v. Curzon, 15 M. & W. 532; Holmes v. Higgins, 1 B. & C. 74.