Transfer of hares in ompanies nder 7 & Vict. 110. efore reistration. shareholder may transfer all his interest in the capital stock and his "shares" to the transferee, who thereupon de facto becomes the "shareholder." The 15th section, as we have seen, enacts that until a transfer has been so delivered as required by the act, the vendor is liable. The conclusion is, therefore, that after it he ceases to be liable for calls; and section 23. makes the shareholder liable to pay the calls, and against shareholders sect. 25. limits the remedy in default of payment. If, at the time appointed by the company for the payment of any call, any shareholder fail to pay the amount of such call, it shall be lawful for the company to sue such shareholder for the amount thereof." The 26th section of the Joint Stock Companies Act, prevents any doubt as to the liabilities of sale of scrip in such companies, for it enacts that "with regard to subscribers, and every person entitled, or claiming to be entitled, to any share in any joint stock company, the formation of which shall be commenced after the 1st day of November, 1844, that until such joint stock company shall have obtained a certifi cate of complete registration, and until any such subscriber or person shall have been duly registered as a shareholder in the said registry office, it shall not be lawful for such person to dispose, by sale or mortgage, of such share, or of any interest therein, and that every contract for, or sale or disposal of such share or interest shall be void, and that every person entering into such contract shall forfeit a sum not exceeding 101." The transfer of shares after complete registration, is thus provided for by section 54. "It shall be lawful for every shareholder of such company, and he is hereby entitled, to sell and transfer his shares therein by deed duly stamped, in which the full amount of the pecuniary consideration for such sale shall be truly expressed, and which instrument of transfer must be according to the form in the schedule (K) to this act annexed, or to the like effect; and that the directors of the company shall cause a memorial of such instrument of transfer, when produced at the office of the company, to be entered in a book to be called The Register of Transfers,' and the entry Transfer after complete registration of jointstock companies. Dissolution of railway companies. Liability of transferrors to creditors and third parties. All thereof to be endorsed on the instrument of transfer." calls are to be paid previous to transfer, and subsequently the transferee is alone liable. The 9 & 10 Vict. c. 28. facilitates the dissolution of railway companies, but dissolution is not to affect the rights of creditors (s. 25.), or the settlement of liabilities. The original liability of the shareholder to creditors and third parties, for all contracts made up to the time of the registered transfer of his interest, clearly remains. It is governed entirely by the same law as that of retiring partners, which has been already fully explained. Wherever any original shareholder has reason to believe that any credit has been given to the company on his account, or by parties who have a particular knowledge of his connexion with the company, it will be prudent to give such parties express notice of its termination. This brief outline of the law of public companies, as far as it affects contracts by and with them, will be found to embrace the general principles of the law applied to cases most likely to arise, and of which the solution promises to be of practical or frequent use. Where the principal is PURSUING the consideration of the points arising upon contracts made through the medium of agents, and having disposed of those which relate to the liability of the principal upon them, the known. next in order is that which regards his power to take advantage of them. Now, where the agent, when he makes the contracts, states who his principal is, and states that he is contracting on the behalf of that principal; or where (though there may be no express statement to that effect) the circumstances of the transaction can be shewn to have been so completely within the knowledge of the parties to it that there can be no doubt that it was understood at the time that the person who actually made the contract made it as an agent, and intended to make it on behalf of his principal; in such cases there can of course be no doubt of the principal's right to take advantage of it, and enforce it to the fullest extent. It is, in truth, as if he had put his own hand to it. In such cases, therefore, there can Where the agent contracts be no difficulty. But the cases in which difficulties arise, are those in which the agent, being really only the substitute for another, nevertheless contracts in his own name as if he were himself the principal. Now, in such a case, the principal may adopt quà principal. and enforce the contract, but his right to do so is subject to a qualification which has been dictated by common sense and public convenience, namely, that, on declaring himself, he stands in the place of the agent who made it, so that the other contracting party enjoys the same rights against him which he would have enjoyed against the agent who made it, had that agent really been the principal. For instance, if I buy a parcel of goods from A., who sells them to me in his own name though he is really only the factor of B., whose property the goods really are; B. may, if he think proper, declare himself the principal, and require me to pay the price to him, but if the factor owed me money which I could have set off against the price had the factor sued me for it, I have the right of setting it off against B. in like manner, as I might have done against the factor. And the good sense and justice of this is obvious; for it may be exceedingly inconvenient, indeed ruinous to me, to pay in hard cash; and my knowledge that I should have this set off may have been my only inducement to buy, and if I were deprived of it, I should be led into a trap, induced to purchase upon one ground, and forced to pay upon a different one. The general rule that a principal may declare himself, and take advantage of his agent's contract made without naming him, and this qualification of it (to prevent the injustice of which it might otherwise be made the instrument), are both very clearly laid down in the judgment in Sims v. Bond, 5 B. & Adol. 393. "It is a wellestablished rule of law," said the L. C. Justice, delivering the judgment of the court in that case, "that where a contract not under seal is made by an agent in his own name for an undisclosed principal, either the agent or the principal may sue upon it, the defendant, in the latter case, being entitled to be placed in the same situation at the time of the disclosure as if the agent had been the contracting party." See further George v. Clagett, 7 T. R. 359., Carr v. Hinchcliffe, 4 B. & C. 551., and Warner v. M'Kay, 1 Mee & Welsb. 595. whether to Before leaving this subject, I will say one Right of option word with regard to the situation of an agent charge prinwho contracts in the manner I have just men- cipal or agent. tioned, without naming his principal. It is settled that, in such a case, the other contracting party may, when he discovers the true state of facts, elect to charge either him or his principal, whichever he may think most for his advantage; and that he may do the same where the agent, at the time of making the contract, says that he |