(d) Smith's Mercantile Law, 6th ed., by Dowdeswell, p. 59; and see p. 56, 9th ed.
(e) Holmes v. Higgins, I B. & C. (8 E. C. L. R.) 74; Wilson v. Curzon, 15 M. & W. 532.
(f) 4 Exch. 699; 22 L. J. (Ch.) 49; Kirk v. Bell, 16 Q. B. (71 E. C. L. R.) 290; Watson v. Eales, 26 L. J. (Ch.) 361. 406 member; and certainly no universal consent can be taken to have existed here." The defendant was held to be still a member.
The above case of Bosanquet v. Shortridge, illustrates a great inconvenience felt by a joint stock company established by deed, viz., that no member can transfer his share without the consent of the rest; for such a company being, in most particulars, an ordinary partnership, the consent of each partner is necessary to the introduction of a new one; although it has been considered, that where the nature of the company was such that the members could not have intended that there should be no change in their body without their consent, such a consent was not necessary (g). Thus, great *doubts and difficulties and disputes have unavoidably arisen in endeavouring to act without such consent. And in all ordinary cases the members have no peculiar rights or liabilities, but, as in ordinary partnership, are parties to all the contracts of the company, entitled to the benefit of them, and responsible for their non-performance. One of the objects, however, of the general enactments referred to (h), or at all events of most of them, is to prescribe the modes in which, under the operation of those statutes, such shares may be granted by the company, and transferred from holder to holder; and various modes for attaining these purposes are prescribed in the particular Acts regulating many of the companies which were established before those enactments.
It may be worth while to mention here that shares in a joint stock company, although it be seised of land and possessed of goods as well as of the property in which it commonly deals, do not fall within the 4th section of the Statute of Frauds as an interest in land, or within the 17th section as goods, wares, or merchandise (i);1 but in the absence of any enactment making them the one or the other, are personal property, and mere choses in action, and consequently are transferable by parol (k).
(g) Fox v. Clifton, 9 Bing. (23 E. C. L. R) 119; Waterford & Dublin Ry Co. v. Pidcock, 22 L. J. (Ex.) 146; 8 Ex. 279. (h) Ante, p. *382.
*If the approbation of the directors be required as a preliminary to the transfer, it must of course be procured (l), and that by the vendor, who must do everything necessary to vest the property in the purchaser.(m), although it is generally for the purchaser to prepare and tender the conveyance (n). And., therefore, when the shares are by the provisions of an Act of Parliament transferable by deed only, the purchaser must tender a deed to the seller for execution before he can sue for not transferring them; and a sealed instrument of transfer, having the name of the vendee in blank at the time when it is sealed and delivered, is invalid, not being a legal deed (o).2
When a person has become a member of a joint stock company formed under a deed of settlement, he is, in all ordinary cases, unless exempted by the private or general statute, entitled to the benefits of all its contracts, and responsible for the engagements of the company made by the agents of the concern in order to carry out its purposes (p). But in order to charge the company or any member upon a contract, it must be proved to have been made by persons having authority from all the *shareholders to bind them by such a contract; and this may be done by proving that it was sanctioned by the persons authorized by the deed of the company to conduct its affairs (q). But the claimant is not confined to the deed for proof of authority. He may show in any way that the whole of the shareholders have directly or indirectly given authority to those making the contract to bind them; but to show merely that some of the directors have ordered or approved of the contract is not sufficient without also showing, that, by the deed or otherwise, they were authorized so to do. Therefore, where the deed appointed eleven directors, and declared five to be a quorum, the company was held not bound by a contract made at a board where three only were present: and this, although the company was completely registered under 7 & 8 Vict., c. 110 (q). And, on the other hand, where a manufacturing company had appointed a manager to superintend and transact its manufacturing business, but the general business was to be transacted by a board of directors, who had power to appoint officers and delegate their authority, and goods for the manufacture had been ordered by the manager, the chairman, the deputy-chairman, and the secretary, and were *used for the company's purposes; the Court of Common Pleas considered, that, although, with the exception of the manager, none of these officers had authority to give such orders, and although the directors did not expressly adopt them, yet, as they knew the goods so ordered had been received upon the premises of the company, and used for the purposes of its trade, the company was liable (r).
(i) Humble v. Mitchell, 11 A. & E. (39 E. C. L. R.) 205; Tempest v. Kilner, 3 C. B. (54 E. C. L. E.) 249; Bowlby v. Bell, lb. 284; ante, p. *142. (k) Hibblewhite v. M'Morine, 6 M. & W. 214. (l) Bosanquet v. Shortridge, 20 L. J. (Ex.) 57; 4 Exch. 699, & C. (m) lb.; Wilkinson v. Lloyd, 7 Q. B. (53 E. C. L.R.) 27. (n) Stephens v. De Medina, 4Q. B. (45 E.C. L. R.) 422 (o) Hibblewhite v. M'Morine, 6M.&W. 200
1 In some American cases, however, a contrary opinion has been maintained: Tisdale v. Harris, 20 Pick. 13; Boardman v. Cutter, 128 Mass. 390; Brownson v. Chapman, 63 N. Y. 625 (the New York statute, however, covers "things in action" and is therefore broader than the English: Tomlinson v. Miller, 7 Abb. Pr. N. S. 368); Pray v. Mitchell, 60 Me. 434; Mayer v. Child, 47 Cal. 144; Fine v. Hornby, 2 Mo. App. 64; Kauffman v. Harstock, 31 Iowa, 473. Southern Ins. Co. v. Cole, 4 Fla. 378; Vawter v. Griffin, 40 Ind. 601.