The Sun.
London, England, 1867-07-29 00:00:00

11IE LAW OF JOIN7'-S7OCK COMPANIES.

The law relating to joint-stock companies be-
comes more complicated the more numerous the
cases that come before the judges for decision.
Not only do the different courts differ widely in
their judgments from each other, in cases involving
the same principles of equity, but the same judge
often contradicts himself. The Money Market
Review, in an article in last Saturday's number,
comments on the extraordinary remarks of the
Master of the Rolls in Barued's Banking Company.
What Lord Romilly said iu former cases, and what
Lord Romilly holds now, may be in direct contra-
diction, and the Money Market may have little dif-
ficulty in showing this, but it does not help to
elucidate the law, and this we presume to be the
real point aimed at. No one cares a straw what
Lord Romilly thinks except the wretched people
whose hard fate brings them into the Rolls Court.
The decisions may make or mar the suitors, but
they can have little effect in establishing points of
law. To do this it is necessary to obtain the clearly
expressed opinions of judges known to be sound
lawyers. The judges appear to be unable to define
what the true position of a joint-stock company is,
and how a company is affected by the law of con-
tract—what commits the company, and what
remedy shareholders have against fraud. A most
extraordinary judgment was pronounced by Vice-
Chancellor Wood, on Saturday last, in the case of
" Hawkins v. Maltby." Mr. Maltby instructed his
broker to purchase shares of the Imperial Mercan-
tile Association, which he did in the usual manner,
buying from a jobber, and these shares on settling
day were duly made over. The shares the jobber
tendered in fulfilment of his contract were those of
Mr. Hawkins, but as extensive dealings occurred at the
time in that company's shires they had passed through
several hands. Mr. Hawkins executed the transfer
to Mr. Maltby, but in the meantime the shares had
become worthless, and Mr. Maltby refused to com-
plete it. On the grounas of the altered condition of
the property, and because the bargain was not
made between the plaintiff and defendant, but be-
tween the plaintiff and some other person, the
Judge released Mr. Maltby from his obligation.
This decision strikes at the whole system of trans-
acting business on the Stock Exchange. It is pro-
bable that the case of Overend, Gurney, and Co.
(Limited) will be decided before we go to press--a
decision it is to be hoped which will establish some
principle for the guidance of shareholders and judges
in joint-stock undertakings. As the law now stands
an almost unlimited amount of dishonesty and false
statements is permitted to directors of joint-stock
companies. A case was lately decided in the Rolls
Court, in which Lord Romilly stated that no act
of the chairman, directors, secretary, and manager
of a company could commit that company ; that no
false balance-sheets or errors in the accounts could
be urged as nullifying a contract on the part of an
individual against a company; and, while allowing
the case to be a hard one, he considered the law so
clear against the plaintiff that he thought it unne-
cessary even to listen to the defence.

COUNTRY MARKETS.

NORWICII-SATuRDAY.

White wheat (weighiug 631 b), 76s to 783 ; red aitto,
(weighing 631 b), tiGs to 718 per qr. Flour, 45s Od to 50s Od
per sack.

NOTTINGHAM—SATURDAY.
Old white wheat, —s to —s ; old red, s to s ; 0(34
white, 70s to 77s ; new red, GOs to 71s per 36 stone. Oats,
fine, 38s to 408; new, 28s to 36s per 24 stone. Beans. 01'1'
—s to —s ; now, 48s to 52s per 38 stone. Fine flour, 4
to Ms per sack.

LEICESTER —SATURDAY.
New white wheat, 68s to 7ls • now red, 58s to G9s;
white, —s to —s; old red, —s per 36 stone. 1,t%
ley, for malting, —s to —s per qr.; grinding, 308 to an
per 30 stouo. Oats, fine, 37s to ; new, 26s to 35s per
stone. Beans, old, —s to —5 ; new, 48s to 53s per 38 stone'
Fine flour, 53s ; seconds, 47s to 49s per 20 stone.

YORK—SATURDAY.
White wheat, from GGs to 72s ; red, GOs to 66s per 56
stono. Barley, for
Oattin 35s to 39s per qr. grindbigt
34.4 to 38s per 30 stone. s, new 26s to 30s per 24 stood•
Beaus, new, 46s to 48s per 38 new,
Malt, 66s to
Flour, 49s to ols uer sack of 2801bs.