3 New Jersey Midland R'y Co. v. Strait, 35 N. J. 322.

4 Hughes v. Antietam Manuf. Co. 34 Md. 316; and cases cited infra, § 165.

5 Vide infra, §§ 164 and 165.

6 Shackelford v. Dangerfield, Law R. 3 Com. P. 407.

7 Braddock v. Philadelphia etc. R. R Co. 45 N. J. 363.

8 Smith v. Tallahassee Plank Road Co. 30 Ala. 650, 666. Vide infra, § 164.

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10 Mississippi etc. R. R. Co. v. Gastner, 20 Ark. 455.

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§ 164. Notice of calls by publication.-In the absence of provisions in the charter or by-laws, r in some general statute, regulating the manner of giving notice of calls, it may be given by advertisement in the public prints. "There is no proportionate object attained by the great inconvenience, labor and expense incident to personal notice. The substitution of such newspaper publication in lieu of personal notice, has so long been an universal usage, and of a notoriety equal to that of publication of newspapers themselves, that the custom of doing so has become a part of the law of the land." 1 But when notice is given by publication in a journal, it must be proven that the item was actually read by the stockholder.2 It has been said by an eminent authority, although not with reference to notifications of calls on subscriptions to the stock of a corporation, that when notice is sought to be given to a party by publication in a journal," it must be proved that he read it, otherwise it is no stronger than proof that the fact was orally and publicly uttered at a place where he was not present;" and further that "where the law requires notice to be given to a party before liability can be fixed upon him, and the mode of giving such notice is left undetermined, it should be given

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personally and in fact, and so proved." When provision is made by statute, charter or by-laws for notice of calls by publication in a gazette or journal, the formalities prescribed must be strictly followed. Thus a requirement that sixty days' notice be given, is not complied with by publication fortynine days before. A provision, however, for notice by publication "at least sixty days," is complied with by one publication sixty days before." But, although there be provisions for notice by publication, personal notice will be sufficient, the mode of giving notice being directory and not of the essence of the provision.

1 Hall v. United States Insurance Co. 4 Gill (Md.) 484. Cf. Louisville etc. Turnpike Co. v. Merriweather, 5 Mon. B. 13; Danbury etc. R. R. Co. v. Wilson, 22 Conn. 435.

2 Alabama etc. R. R. Co. v. Rawley, 9 Fla, 608. See obiter, Lake Ontario etc. R. R. Co. v. Mason, 16 N. Y. 451. See also Cook on Stock & Stockh. § 119.

3 Jeremiah Black, J., in Lincoln v. Wright, 23 Pa. St. 76; 62 Am. Dec. 316.

4 Macon etc. R. R. Co. v. Vason, 57 Ga. 314.

5 Muskingum Valley Turnpike Co. v. Ward, 13 Ohio, 120; 42 Am. Dec. 191; Marsh v. Burroughs, 1 Woods, 463.

6 Mississippi etc. R. R. Co. v. Gaster, 20 Ark. 455. Cf. Tomlin v. Tonica etc. R. R. Co. 23 Ill. 429.

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§ 165. Notice of calls-How proven.- -When notice of a call has been given by publication, it cannot be proven by a certificate of the company's secretary. The printed notice should be placed in evidence. A copy of the first publication, and the testimony of the publisher that the others were made, is sufficient evidence of several publications.3 When notice is sent by mail, only the person actually posting it can testify to the fact of mailing But proof of the fact of mailing is not sufficient; it must be proved to have been received

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also. Whether it was ever received is a question. of fact for the jury. In England, however, a list. drawn up by a proper officer of the company, naming the shareholders to whom notices of a call have been posted, is evidence of notice." An express promise by the subscriber to pay a call which has been already made is presumptive evidence that he had notice of the call; but if the notice be shown to be insufficient, it is not cured by the: promise to pay.9

1 Tomlin v. Tonica etc. R. R. Co. 23 III. 429.

2 Rutland etc. R. R. Co. v. Thrall, 35 Vt. 536.

3 Unthank v. Henry County Turnpike Co. 16 Ind. 125.

4 Jones v. Sisson, 72 Mass. 288.

5 Hughes v. Antietam Manuf. Co. 34 Md. 316.

6 Braddock v. Philadelphia etc. R. R. Co. 45 N. J. 363.

7 Eastern Union R'y Co. v. Symonds, 6 Rail. C. 578. See also Trotter v. Maclean, 13 Ch. Div. 574; Reid v. Harvey, 5 Q. B. Div. 184.

8 Miles v. Bough, 3 Q. B. 845; Fairfield County Turnpike Co. v. Thorp, 13 Conn. 173; Cook on Stock & Stockh. § 119.

9 Miles v. Bough, 3 Q. B. 845.

§ 166. How calls may be proven.-Calls may be proven by the books of the company, which are competent evidence both of the call and of the amount of the installments. An entry by the secretary in the minutes of the meeting of the board of directors, stating simply that the directors held a meeting at a certain time and place, "when it was ordered that a call be made for the full amount of subscription of said company," has been admitted as sufficient evidence of the making of the call. And a call, otherwise sufficiently proven, may be valid, notwithstanding a failure to enter the resolution upon the minutes of the meeting.3 An authorized call for a subsequent installment is

evidence that the former had been made by authority.*

1 Barrington v. Pittsburgh etc. R. R. Co. 34 Pa. St. 358, 364; Comfort v. Leland, 3 Whart. 81, 88.

2 Fox v. Allensville etc. Turnpike Co. 45 Ind. 31, 37, 38,

3 Hays v. Pittsburgh etc. R. R. Co. 33 Pa. St. 81, 91.

4 Barrington v. Pittsburgh etc. R. R. Co. 34 Pa. St. 358, 364.

§ 167. Liability to pay calls-how proven.The fact that a person's name appears upon the stock-book of the company raises a presumption that he is the regular and lawful owner of the stock, and that he was a regular subscriber, in the absence of evidence that the stock was acquired by transfer.1 Thus in a late case, it was held that where a shareholder is sued for an assessment upon a subscript on for corporate stock, the fact of his being a shareholder, and the state of his account with respect to his shares, may be proved by corporate books which give a list of the shareholders, the number of shares owned by each, the amount paid, and the balance due on account of stock. In England it is provided by statute that the production of the register of shareholders shall be prima facie evidence of the defendant being a shareholder. Errors in the register not relating to the matter in dispute are immaterial. A mere informal document, not appearing to have been intended as a register, cannot be received as the register. The English Companies' Clauses Act of 1845 provides that every person who shall have subscribed the prescribed sum or upwards to the capital of the company, or shall otherwise have become entitled to a share in the company, and whose name shall have been entered on the register

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of shareholders, shall be deemed a shareholder of the company; 6 and the word "shareholder" extends to and includes the legal personal representatives. It is no answer to an action for calls that the shareholder was an infant at the time of regis tration, where nothing more is alleged. It must also be shown that while he was an infant, he repudiated the hares, or that he repudiated the contract within a reasonable time after coming of age." For, allowing shares to remain in his name after majority is a ratification of his liability to the company. An equitable mortgagee of shares not standing in his name cannot be held liable for calls." 12 When shares are held by several trustees, and are entered in the books of the company in the name of one of the trustees "and others," the entry is not prima facie evidence against the others, their names not appearing therein."

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1 Turnbull v. Payson, 95 U. S. 418; Pittsburgh etc. R. R. Co. v. Applegate, 21 W. Va. 172.

2 Glenn v. Ore, 96 N. C. 413.

3 The Companies' Clauses Act, 1845, 8 Vict. ch. 16, § 28; Birkenhead etc. R'y Co. v. Brownrigg, 4 Ex. 426; Bain v. Whitehaven R'y Ce. 3 H. L. Cas. 1; London etc. Ry Co. v. McMichael, 5 Ex. 855; S. C. 2) Law J. Ex. 6; Inglis v. Great Northern R'y Co. 16 Jur. 8.5; S. C. 1 Macq. 112.

4 Southampton Docks Co. v. Richards, 1 Man. & G. 448, 461; London etc. R'y Co v. Freeman, 2 Man, & G. 6v6.

5 Wolverhampton etc. Co. v. Hawkesford, 7 Com. B. N. S. 795.

6 8 Vict. ch. 16, § 8.

7 8 Vict. ch. 16, § 21.

8 Cork etc. P'y Co. v. Cazenove, 10 Q. B. 935; Leeds etc. R'y Co. v. Fearnley, 4 Ex. 26; London etc. R'y Co. v. McMichael, 20 Law J. Ex. 97; 5 Ex. 114.

9 Newry etc. R'y Co. v. Coombe, 3 Wels. H. & G. 565. Cf. § 80, supra. 10 Dublin etc. R'y Co. v. Black, 22 Law J. Ex. 94; S. C. 8 Ex. 181. 11 Cork etc. R'y Co. v. Cazenove, 10 Q. B. 935.

12 Newry etc. R'y Co. v. Moss, 14 Beav. 64.

13 Birkenhead etc. R'y Co. v. Brownrigg, 4 Ex. 426.

§ 168. Of interest on calls.-Interest on sub