Stock Companies, that a brief notice of the organization required by the recent Acts of Parliament seems all that need be inserted in this treatise. By the 19 & 20 Vict. cap. 47, seven or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of the Act in respect of registration, form themselves into an Incorporated Company, with or without "limited liability."

By Sect. 4, if more than twenty persons carry on business in partnership, having gain for its object, they shall be severally liable for the payment of the whole debts of the partnership, unless they are registered as a company under the Act, or are authorized so to carry on business by some private Act of Parliament, or by Royal Charter, or Letters Patent, or are engaged in working mines within and subject to the jurisdiction of the Stannaries.

By Sect. 5, this memorandum shall contain :— 1st. The name of the proposed company. 2nd. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is to be established. 3rd. The objects. for which the proposed company is to be established. 4th. The liability of the shareholders, whether to be limited or unlimited. 5th. The amount of the nominal capital of the proposed company. 6th. The number of shares into which such capital is to be divided, and the amount of each share, subject to the following restriction, viz.: that in the case of a company formed

with limited liability, the word "Limited" shall be the last word in the name of the company.

By Sect. 7, the Memorandum of Association shall be in the form marked A. in the schedule of the Act, and shall, when registered, bind the company and the shareholders therein to the same extent as if each shareholder had subscribed his name and affixed his seal thereto.

By Sect. 9, if no special regulations accompany the Memorandum of Association, the regulations contained in the table marked B. shall be deemed to be the regulations for the management of the affairs of the company relating to shares, transmission of shares, forfeiture of shares, increase of capital, general meetings, directors, powers of directors, disqualification, rotation and proceedings of directors, dividends, accounts, audit, notices, and form of balance sheet.

By Sect. 10, the Articles of Association shall be in the form marked C. in the schedule, or as near thereto as circumstances will permit.

By Sect. 12, the Memorandum of Association and the Articles shall be delivered to the Registrar of Joint Stock Companies, who shall retain and register the same.

But the incorporation, regulation, and winding-up of trading companies, whether with limited or unlimited liability, are now within the provisions of a new law, viz., "The Companies Act, 1862."

CHAP. IX.

ON THE CONTRACT BETWEEN MASTERS AND COLLIERS.

It is very important to the employer of labour, and also to the labourer himself, that they should have a clear comprehension of their mutual rights and duties. To this end it will be useful to state in the outset that a contract or agreement is where a promise is made on one side, and assented to on the other, or where two or more persons enter into an engagement with each other by a promise on either side. This contract, when not made by deed, is not binding in law, unless it is founded upon a consideration, by which is meant some compensation or return to be reciprocally given by the person to whom the promise is made. But any kind of reciprocity, whether benefit bestowed or disadvantage sustained, by the person to whom the promise is made, will prevent the contract from being invalid. For instance, if A. promises to bail a man, and does not fulfil his promise, he breaks his word, but is not held responsible in law. But if he promises to bail B. in consideration that B.'s master will indemnify him against the risk, and afterwards refuses to do what he undertook, he is liable to be sued for damages for a breach of such a contract.

In general a simple contract-that is, one that is not set forth in a deed-may be either written or verbal. But the Statute of Frauds (29 Car. II. iii. sect. 4) enacts that in the following cases some note or memorandum of the agreement shall be made in writing, and signed by the party to be charged therewith, or by some person thereunto by him lawfully authorised; namely, 1st, Where a man undertakes to answer for the debt, default, or miscarriage of another; 2nd, Where any contract is made of lands, tenements, hereditaments, or any interest therein; or 3rd, Where there is any agreement that is not to be performed within a year from the making thereof. There are other contracts comprised in the same clause, but as they cannot have any relation to collieries they are not referred to now.

It is important to notice the distinction between express and implied contracts. Express contracts are those which are openly uttered or written at the time of the making of them. But there is a large class of contracts which are implied, that is, depend for their terms and their force upon a mere construction of law. The general rule is, that the law will imply that a man actually promises to fulfil that which he ought to fulfil. For example, if A. employs a person to do any work for him, but nothing is said about payment, the law steps in and supplies the want of an express promise by implying that A. will pay the workman so much as his labour deserved. So any person who undertakes to execute any special work, impliedly undertakes to do it in a workmanlike manner; and he who takes upon himself any office, employment, or

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duty, is supposed by the law to undertake that he will perform it with integrity. On the other hand, if a person is employed to perform any work which it is not his ordinary and usual business or art to do, the law implies no such general undertaking, and leaves it to be made the subject of a special arrangement between the parties.

Another general rule relates to the competency of persons to bind themselves by their contracts. Insane and drunken persons, married women, persons under the influence of terror, and persons under age are either not liable at all, or, at most, are only liable on contracts for necessaries suitable to their station in life. Infants are also allowed by law to make contracts which are beneficial to their personal interests, such as contracts of apprenticeship, and of hiring and service. Such a contract would subject an infant to all the legal regulations applicable to masters and servants, although he might plead his infancy, if an action were brought against him upon the contract. But the Legislature has of late years interposed its authority with reference to the hiring and service both of women and children in mines and collieries. The statutes which enact these limitations are the 5 & 6 Vict. cap. xcix., and the 23 & 24 Vict. cap. cli., the provisions of which will be found in another part of this work.

CONTRACTS BY AGENTS.

In speaking of contracts it has been hitherto assumed that they are made between the principal parties themselves; but a contract of any kind may