(a) Sect. 85 of the now repealed Public Health Act, 1848 (11 & 12 Vict., c. 63), contained a similar provision as to "local boards," where the value or amount exceeded £10.
(b) Young v. Corporation of Leamington, 8 App. Cas. 517; 52 L. J. (Q. B.) 713 (H. L.), affirming S. C. 8 Q. B. D. 579; 51 L. J. (Q. B.) 292, and following Hunt v. Wimbledon Local Board, 3 C. P. D. 208, 47 L. J. (C. P.) 540; 4 C. P. D. 48; 48 L. J. (C. P.) 207.
(c) Eaton v. Basker, 7 Q. B. D. 529 (C. A.); 50 L. J. (Q. B.) 444; reversing on this point S. C. 6 Q. B. D. 201; 50 L. J. (Q. B.) 194. In Att.-Gen. v. Gas-kill, 22 Ch. Div. 537; 52 L. J. (Ch.) 659, Bacon, V.-C, held that an agreement to settle an action brought by a local board to restrain defendant from obstructing a foot-path, on the terms that defendant should pay the costs of the board, was not within the above enactment, and might be enforced, though not under seal, and although the costs amounted to more than £50.
Previously to the passing of the statutes hereafter mentioned, so great a number of joint stock *companies had been established, and so many more were projected, each striving to attain its object by means of its own, none having any regard to the provisions of the law in analogous cases, and many violating them, that the greatest confusion and uncertainty were introduced into their transactions, and lamentable frauds and oppressions were committed. Several Acts of Parliament were passed remedying some of these evils, but being found insufficient, the Legislature passed some general enactments, of which the most important for the present purpose are, the Act for the Registration, Incorporation, and Regulation of Joint Stock Companies, 7 & 8 Vict., c. 110, which came into operation on the 1st of November, 1844; the Companies Clauses Consolidation Act, 1845, 8 Vict, c. 16; the Lands Clauses Consolidation Act, 1845, 8 Vict., c. 18; and the Railway Clauses Consolidation Act, 1845, 8 Vict., c. 20. The statute 7 & 8 Vict., c. 110, was indeed repealed by 19 & 20 Vict., c. 47; but as to insurance companies registered under it, and as to new companies for insurance, it was revived by 20 & 21 Vict., c. 80. The statute 19 & 20 Vict., c. 47, now repealed, applied to companies the principle of limited liability. Existing companies might come under its operation, and joint stock banks established since May 5, 1844, were subjected to it by 20 & 21 Vict., c. 49. There was also a statute regulating joint stock banking companies, *7 Geo. IV., c. 46, by which, and by 7 & 8 Vict., c. 113, that important class of public companies was governed. Finally, there is "The Companies Act, 1862" 25 & 26 Vict., c. 89, which has repealed most of the former Acts, and has established a system which varies much from the ordinary rules of law, and which can be learnt only by a careful study of the statute itself, and of the decisions of the Courts upon the questions which have occurred in applying it to practice. This Act has since been amended by the following Acts, viz.:-30 & 31 Vict., c. 47, c. 131 (the Companies Acts, 1867); 33 & 34 Vict., c. 104 (the Joint Stock Companies Arrangement Act, 1870); 40 & 41 Vict., c. 26 (Companies Act, 1877); 42 & 43 Vict., c. 76 (Companies Act, 1879); 43 Vict., c. 19 (Companies Act, 1880); 46 & 47 Vict., c. 28 (Companies Act, 1883).
It will be necessary to advert to some extent to the principles of the decisions pronounced before "The Companies Act, 1862," for the sake of explaining the law applicable to such companies as do not come within its enactments, though it is evident that for many companies established before the passing of that Act, the law is different from that by which companies since established are regulated.
"A joint stock company is a partnership consisting for the most part of a very large number of members.
Whose rights and liabilities would be *precisely the same as those of any other partners, did not their multitude oblige them to adopt certain peculiar regulations for the government of the concern, which are ordinarily contained in an instrument called a deed of settlement. Such is a joint stock company, the conduct of whose affairs has not been affected by the general enactments, which have been mentioned. Such bodies still exist, but frequently the impossibility or great inconvenience of carrying on their business upon such a footing has induced them to add to the deed of settlement an Act of Parliament passed expressly for their own purposes" (d).
It is common, as you are no doubt aware, to companies generally, that the joint stock or capital is divided into equal parts, called shares, the number of which belonging to any member ascertains the amount which he has contributed to that stock or capital, and his consequent interest in the undertaking. The members or shareholders delegate all the ordinary business of the company to certain of its members, in whom they confide, and who are usually called directors, but reserve to themselves the right to interfere on specified occasions, together with a general control and superintendence.
It is also common to companies generally that, in all cases which are not regulated by the deed of settlement and the private, or as it is called, special *Act, or by one or other of the general statutes we have mentioned, the common law prevails, and the rules apply which would apply to an ordinary partnership (e); and, on the other hand, the parties, having exchanged their mutual rights at common law for those stipulated for in their deed, are bound by the latter, and cannot, as a general rule, act otherwise than in the stipulated manner. These results have been made very-clear by the judgment of the Court of Exchequer, in Bosanquet v. Shortridge (/), in which case the deed of settlement had provided that no person should be registered as a shareholder without the consent of the board of directors; and it was endeavoured to be shown that the defendant had ceased to be a shareholder, having actually sold his shares to another, although the transfer was not with the consent of the board of directors. "It is necessary," said the Court, "that Courts of Justice should act on general rules, without regard to the hardship which in particular cases may result from their application. This is the case of a joint stock company regulated by deed. All persons executing the deed are bound by whatever is done in pursuance of its provisions, but they are bound no further. The original body of shareholders agreed to trade in partnership, and *they further agreed that, by a certain stipulated mode, any one of this body might transfer his share to another to be substituted in his-place. But unless the steps pointed out by the deed for making such transfer have been duly taken, the original body of shareholders remain partners, according to the terms of their deed of settlement. If, indeed, a case could be conceived where all the shareholders, at a particular time, had assented to a mode of transfer different from that stipulated for in the deed, they might be bound by what they had so agreed to. But such a state of things could hardly happen to a joint stock company like that in which the defendant was a