The Sun.
London, England, 1845-08-26 00:00:00

of our contemporary, the Uni!ed Service Gazette, is al-
ready most numerously signed by veteran officers of
all ranks.

THE LAW RELATING TO SHARES
AND SHA RE BROKERS.
(From the Leeds Mercury.)
[We have thought it would be extremely useful to the
numerous classes of persons now interested in shares,
to know what kind of dealings are legal and what il-
legal—what liabilities accompany these transactions—
and what is the exact position occupied by share-
brokers in the immensely numerous operations of
which they are the mediums. We therefore submitted
some questions to one of the most eminent solicitors
in Yorkshire, John Hope Shaw, Esq., of this town,
and have obtained from him a regular professional
opinion upon them, very carefully prepared, and
which he has taken every means to render as accurate
as the present state of the law will permit. Mr.
Shaw's opinion is as follows s]
The right and liabilities resulting from contracts for
shares are subject to uncertainties. S.nne of these un-
certainties arise from unsettled questions of law; others
from the rules or customs of brokers, which may
vary in different places, or in the same place at different
times. The rules of an Exchange. when not in them-
selves illegal, or varied by the terms of a particular con-
tract, bind the bruisers who belong to that Exchange,
and through them their principals. They are considered
as engrafted on the contract, and becoming part of it.
When the contracting parties are not members of any
Exchange, or not both members of the same, the rues
of any particular Exchange are not binding upon
them, unless adopted either by express agreement
or by their course of dealing with teach other ; but
local customs, if known to them, and general customs,
whether known to them or not, are conside.r, d as en-
grafted on their contracts, provided the customs are
legal in themselves, and are not inconsistent with the
terms of the particular contract.
For these reasons it is impossible to frame directions
specifically adapted to every case that may occur. All
that can be done is to state the general law so far as it
has been settled. It must be left to each individual to
ascertain for himself how far the application of that
general law to his own case may be modified by the rules
or customs of the particular Exchange or district where
his contract was made.
The general law applies to three distinct stages in the
progress of a railway share from its inspection to its
completion. The first of these stages is the formation
of the project, usually announced to the public by a
prospectus—the second is the allotment of scrip—and
the third is the passing of the Railway Act.
In the first stage (i. e. prior to the allotment of scrip),
no valid sale can be made. Even with respect to any
joint-stock company commenced before Ist November,
1844, the validity of such a sale was extremely doubt-
ful ; sled the Joint-Stock Companies Registration Act
(7 and 8 Victoria, chap. 110, sect. 26) provides, " 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 Ist November, 1844, that until such joint-stock
company shall have obtained a certificate 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 any
interest therein ; and that every contract for 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 10/." Registration must therefore
precede sale ; and, as it is required by the 7th section of
the Act that the registered deed shall state in a
schedule, " the number of the shares which each sub-
scriber holds, and the distinctive numbers thereof," the
allotment of shares must precede registration.
In the second stage (that of scrip) the 26th section of
the Registration Act continues to operate until the regis-
tration both of the company and of the individual share-
holder lets been completed. Whether contracts for scrip,
after registration, but prior to the passing of the Railway
Act, are valiel or not, does not appear to he yet settled
by any expreo decision. In the case of Jackson v.
Cocker, decided hje Lord Langdale in 1841, and reported
in 4 Beaver' 59, hie Lordship said of scrip that it was
" commonly, but very aeroneously, called shares," and
that " the Act alone, whee passed. constitutes shares,
and makes them transferah:e." He added, that the
legality of sales of scrip was "s question worthy of the
most serious consideration," and that he was "by no
means disposed to treat lightly the "suggestions of
Lord Tenderden in Josephs v. Tebrer" (3 B. and
C. 644). Lord Langdale, however, did not decide
the question of legality in Jackson v. Cocker, as it
was unnecessary to do so ; and the decision in Josephs
v. Pebrer was founded on the 18th section of the 6th
Geo. 1, chap. 18, which was soon afterwards repented by
the Ist section of Geo. 4, chap. 91. But one of Lord
Tenterden's suggestions in Josephs v. Pebrer (and it
was probably to this suggestion that Lord Langdale
meant chiefly to refer) is, that " trafficking in these
shares may very possibly have been illegal at common
law, as it was a bargaining and wagering about all Act
of Parliament to be obtained in future." The ques-
tion at common law remains still open. 'I he 6th
Geo. 4, only repeals the statutory prohibitions of
6 Geo. 1 ; and it does so on the express ground
(stated in its preamble) that "it is expedient"
that such matters "should be adjudged and dealt
with in like manner as the same might have been
adjudged and dealt with at common law, notwithstanding
the said Act." But the common law objection appears
at present to rest chiefly upon Lord Tenterden's sug•
gestions in Josephs v. Pebrer ; and his Lordship's ge •
neral doctrines on this class of cases have beets con-
sidered unsound by very eminent judges. The Joint-
stock Companies' Registration Act, which passed in 1844,
may also strengthen the argument in favour of sales of
scrip after registration, as it expressly provides that the
contract shall be void when made before registration,
which provision would have been unnecessary if it were
void already. The question, however, cannot be con-
sidered finally settled till it has been judicially decided.
It was expected to be raised in a case at the last York
assizes, but the case was compromised.
In the third and last stage (1. e. after the Act has
passed) a contract for shares is clearly valid.
A contract for the delivery of shares at a future day
is not in itself illegal, nor does it become so merely be-
cause the seller does not actually possess the shares at
the time of the contract. The contrary doctrine was
once laid down at nisi prius by Lord Tenterden, with re-
ference to a sale of goods (Bryan v. Lewis, Ryan and
Moody, 386) ; but the case went off on a different point;
and in the case of Ilibblewhite v. M'Morine, 5 Meeson
and Welsby, 462, (which was upon a contract for the
delivery of railway shares at a future day,) Barons Parke,
Alderson, and Maule overruled Lord Tenterden's dictum
and held the contract legal.
The buyer and seller of shares have various remedies
against each other. The usual one is, that the party
who was ready and offered to perform his part of the
contract in due time recovers from the other the diffe-
ren.T between the contract price and the market price at
the time when the shares ought to have been delivered
or accepted.—Gainsford v. Carroll, 2 B. and C. 624.
Boorman v. Nash, 9 B. and C. 145.—Startup v. Cortazzi,
2 Crompton, Meeson, and Roscoe 165. An actual sale
or purchase in the market of the shares contracted for,
if made within a reasonable time (see Stewart v. Cauty,
8 Meeson and Welsby, 160), and after notice to the de-
faulter, Is the most satisfactory test of this difference.
But (except where required by the terms of the con-
tract, or by some special rule or custom binding on the
parties), it does not appear to be indispensably neces-
sary for the purpose of supporting an action.—Leigh v.
Paterson, 8 Taunton, 540.
In all Railway Companies formed since Ist November,
1844, and in any other companies to which the Registra-
tion Act may apply, the liability of a registered share-
holder to the debts and engagements of the company,
continues after he has sold his share, until the transfer
of it to the purchaser has been registered. See 7 and 8
Victoria, chap. 110, section 13. In companies to which
the Registration Act does not apply, the liability de-
pends upon the particular Acts by which each company
is regulated.
A broker is personally liable for the fulfilment of his
contracts, unless his principal be named or known to the
other party at the time the contract is made. The mere
fact of his being a broker does not exempt him from per-
sonal liability, if the contract be made in his own name, and
without disclosing his principal ; nor can he relieve him-
self from liability, when once incurred, by disclosing his
principal afterwards—Magee v. Atkinson, 2 Meeson and
Welsby, 440. In such a case, however, the other con-
tracting party has the option of proceeding against
either the broker, or the subsequently disclosed principal,
though he may have originally debited the broker—
Paterson v. Gandasequi, 15 East, 62. And this option
is not lost, though he knew at the time of the contract
that the broker was acting for a principal, unless he also
knew who the principal was—Thompson v. Davenport,
9, B. and C., 78. But if he knew at the time of the con-
tract who the principal was, and with a full knowledge
of that fact chose to debit the agent, he cannot after-
wards resort to the principal ; or if in such a case he has
debited the principal, he cannot afterwards charge the
agent (per Littledale J. in Thompson v. Davenport, 9,
B. and C. 90).

NEW METHOD OF PROTECTING ‘VOOD FROM SEA-
WATER INSECTS.—Captain Sir Samuel Brown, R.N., in a
letter to Admiral Sir Byam Martin, states that from numerous
experiments and observations, he is satisfied " that at present
there is really no specific remedy against the attacks of the in-
sect called by entomologists teredo navalis, or sea-worm, ex-
cept iron nails." He proposes to encase the pile with broad_
headed iron nails, resembling scupper nails, but considerably
larger, and says that in the course of a few months corrosion
takes place and spreads into the interstices. He further sug-
gests the adoption of square-headed nails, which leave the
smallest possible extent of th. e surface of the pile exposed. Ea,
periments tried at the Trinity Pier, Newhaven, and Brigh,on
Pier, have folly established the effectiveness of Sir S. Brown's
method.— The 11,,ilder._

FULFILMENT OF PROPHECY.—It is very remark-
able that Monsieur Arago, the French astronomer, whose
prediction that the Seine would be frozen over, this year, on
the Bth of March, was so singularly realised, has been equally
right in his anticipations as to the very day when the wet
summer (which he also predicted) would end. He foretold that
the weather would change on the 20th of August, and so it
did, after a storm, which has left behind it fearful traces
in France. If the brilliant September, which Monsienr Arago
now announces, come true, there will be nothing to retard the
development of British industry in the dearth, or dearness. of
fu d, for never was the ground so loaded with produce,--the
green crops, vegetables, and fruit, being even more abundant
than the grain.— Weekly Chronicle.
THE RED ECCAITE CON VIC rs.—Active measiares
are now in progress in the town of Neath, for the purpose of
petitioning her Majesty praying for a remission, or at least an
amelioration of the punishment now being undergone by the
unfortunate and misguide,' ind,vidualr who were engaged in
the Rebeecaite disturbances. A committee is forming of
many influential parties in the neighbourhood to forward the
object of the memorialists, and we cannot refrain from wishing
success to their endeavours, since In many eases the violators
of the laws were no doubt led to the commission of the crimes
for which they suffered by the excitement which prevailed at
the Feldman.

[ADVERTISEMENT.]
TO THE MANCHESTER PUBLIC.
LONDON AND MANCHESTER RAILWAYS.
GENTLEMEN—I am one as much interested as any of
you in this important matter ; have patience with me
while I say a few words which may tend to the common
advantage of all parties, except the lawyers ; and I sup-
pose that neither you nor I ogre much about them, as
they generally know pretty well how to take care of
themselves ! We all want a direct line to London, and
we want it for our own business, not for other people's,
nor to fill other people's pockets ; therefore it must be
independent. Well ; we have got such a line before iv,
and it has been before us long enough to understand it :
it seems to be so good a one, that there is a general
scramble for it among engineers, attorneys, and direc-
tors, all anxious for the honour, and some, perhaps, for
the profit of carrying it out. It must therefore be a
good one, and just what we want—if we can get it !
This is the only point to which I wish to draw your at•
tention, for whet is it to us who does the work, or who
gets the pay for it, so long as the work is done, and well
done ? Now my opinion is, that if we remain neuter on
the question much longer, we incur some risk of not
having the work done at all ; " between two stools," but
I need not finish the proverb ; only if we want to secure
a firm seat, we had beet look out in time, befere we sit
down, to make sure of the stool with the firmest legs !
I, for one, have no mind for an awkward fall.
I have read Ashurst's letter, and I have reed Reming-
ton's ; and, as an indifferent person to the dispute, ex•
cepting as one of the public, I think I see pretty clearly
where the merits lie. Ashurst says, " the line is public
property, and therefore it is my line as much as your's,
or any body else's." " No," says Remington, " I planted,
surveyed, and spent time, labour, and money on it years
ago, and now you want to fi ch it from me, because I re-
ject your aid in carrying it oat !" And, in truth, Re-
mington seems to have the best end of the stick, and the
strongest arm to use it ; " but," rejoins Ashurst, " you
shall not go on without me, for I have the Manchester
houses under my thumb, and right or wrong they'll back
me !" "We will see about that," retorts Remington,
"for it was my line and my project to which they gave
their names, and you have dishonestly transferred them
to yours; when they really know how the matter stands,
the Manchester men are too honourable to countenance
your conduct." I believe Remington is quite right ; we
have still certain bull-headed notions among us, of
what is right or wrong, in regard to property,
though such notions are getting a little old •
fashioned in these railway days ; but we are not likely
to be bamboozled by lawyers, even though true-bred
London lawyers ; we know the value of new patterns,
and what it is to pirate them. But this is stray-
ing from my point. Ashurst only states the truth, when
he says that he is backed by the trade (though he much
exaggerates his trade strength, for I am sure there are
not here a dozen first-rate houses in his list, while all
along the line, every man, woman, and child, is against
him), and Remington states the truth when he says that
the trade don't know what they are about in backing
Ashurst, and this is what I want to impress upon you.
We want the thing done, and no mistake ; if matters go
on as at present, we shall snake a great mistake, and a
fatal mistake, and a mistake for which everybody but
the lawyers will be cursing his own stupidity six
months hence. I have been inquiring carefully about it,
and I find, as anybody else may find, if they will only
take the same trouble, that Ashurst's line, or Rastrick's,
or whosoever line they choose to call it, is all bubble
and moonshine.: It is now the end of August ; plans, and
sections, and books of reference, and all that, must be
deposited in some hundred places by the 30th of No
vember ; engineers, surveyors, levellers, and assistants,
must be employed by the score, and then followed by
scores of attornies, clerks, and other beasts of prey ; and
to this hour, neither Ashurst nor Rastrick has a single
soul at work between London and Manchester, while
Remington and Rennie have nearly finished the job !
and Messrs. Stephen, Hutchinson, Rogers, Owens,
Cobbett, and nobody knows how many dozens of
country attorneys besides, are eternally on the road from
one end of the week to the other, speechifying, agitating,
O'Connellizing the whole country, and cramming all the
newspapers with puffs, notices, and advertisements.
Now, this looks like serious business at all events, and
there must be money forthcoming somewhere, to pay the
piper ! but better than all, I find that Remington is
actually employine. Rastrick's men, because Rastrick had
no funds to take them on, and now there is not a sur-
veyor, leveller, or working engineer in the market, to be
had for love or money ! ! !
i Let Ashurst deny this if he can ; if he cannot gainsay
t, then we have a right to ask him what he means ? and
we have a right to ask his backers too, what they mean
by all this chaffing ? it is clear what they do not mean :
they do not mean to do business, unless for themselves- ;
they may mean to kick up a dust, for Remington to
water down again ; they very likely intend to shew
fight., so as to make it worth while to buy a cross ; they
may create such an alarm among the shareholders as to
keep back the deposits, and prevent Remington's shares
coming out at a high premium ; and if they do this their,
turn is answered, for they must be bought off; but who
will have to pay the cost ? Why we shall ; if we buy
off Ashurst for ten or twenty thousand pounds, this is
an addition of ten or twenty thousand pounds to the ex-
pense of our independent line, and we have to thank
Mr. Ashurst and his Manchester friends for it, for it is
only by their aid that he ever can be worth the purchase;
if he is not bought off, and goes to Parliament to fight it
out with Remington. ;then it will cost some fifty or a
hundred thousand, as with the London and York people,
and we shall have to pay it to the lawyers ! If he is
not playing his cards either for a fight in Parliament, or
a cross, then I should like to know why he shuffles them
at all, when there is no good to be got by it, either for
himself or any body else ? It mast be merely to re-
venge himself for being discarded by Remington's com-
mittee, and therefore, we forsooth are to hazard losing
our line altogether, that we may gratify Ashurst with
a triumph over his former allies and present op-
ponents ! I defy Ashurst to escape out of one of these
three alternatives ; he means to be bought off at our
expense ; or to fight a Parliamentary battle at our
expense ; or to defeat the line altogether, careless at
whose expense, so long as he obtains his revenge ; let
him take his ehoice of the three ; either is equally
disgraceful to him and to his friends, and equally vexa-
tious and injurious to the Manchester trade.
But Ashurst's friends will certainly come in for their
full share both of the loss and the abuse : if no business
is intended, they are helping him 1) gull the public for
his own selfish purposes: if they really mean to go on,
where is the money to come from, except from their own
pockets ? If they succeed in checking payment for
Remington's line, can they hope that they will get
their own deposits paid, when they have nothing in the
way of progress to show for it ? or can they expect to
be in time for the next session, when as yet they have
done nothing but talk ? and if not in time, can they
doubt but their shares will fall to a low discount ?
Thus the Provisional Committee of Ashurst will have to
" pay for all," like Nuncle in the play, out of their own
purses,
and all Manchester will abuse them for the dis-
appointment to the trade. Whether they are indemni-
fied or not, by Ashurst, I cannot pretend to say ; if
they are, then it shows that it is Ashurst's personal
interest, after all, which we are fighting for, and I fancy
that the trade will hardly consent to this when they
know it : but if his backers are not indemnified, and by
good waterproof, air-tight bonds too, they had better
look to it in time ; it is not very pleasant to cash up
one's quota of some tens of thousands for useless sur-
veys, and profitless sections, and acrimonious adver-
tisements in the papers.
The gist of the whole question is this ; we want a
line, and two people want to make it ; and they want to
fight their battle with our money, and some of our own
people are fools enough to lend their names to get up
and promote this costly sham fight, at the imminent
hazard of depriving us of the object on which we have
set our hearts, by impoverishing those who alone seem
able to accomplish it ; the question is, whether you
will submit to be made tools of for such petty, private,
and selfish purposes ? If you will, then my time is
thrown away, and in common with yourselves, I must
submit to the disastrous consequences ; but if you will
not, then you have no time to lose, but come forward at
once, like men of business, and tell Ashurst and his
friends that you are men of business and common sense,
and have no notion of having your best interest sacri-
ficed .to gratify personal cupidity or spleen.—l am,
Gentlemen, yours obediently,
A MANCHESTER MAN.
P.S. While writing this letter, I have heard that
Ashurst and Rastrick have had a meeting of their
friends at the Royal Hotel, this morning ; this royal
game of humbug must be checked ; it would be more to
the purpose if Ashurst would call a public meeting,
as invited by Remington, and give a broad contra-
diction to Remington's charges of vindictiveness and
dishonesty ; these hole and corner meetings only
prove that there is nothing substantial in the mat-
ter ; fair play is always open play ; but however
that may be, I aver, and I challenge contradiction, that
having regard to the progress made by Remington's
people, and the less than nothing done by Ashurst, our
only chance of getting the line at all, is to give ail our
help to Remington, and carry him through on our
shoulders; if we trust to Ashurst, and to people who
will lend their names without knowing why or where-
fore, only to make difficulties where all ought to do their
best to smooth them, we shall spend a deal of money for
nothing, and may wait till doom's-day for our railway.
How does it happen that out of such a host of pretended
patrons and supporters, Ashurst can get no stronger
acting Committee ? This looks very queer ! Some six
or eight names, out of more than a hendred influential
patrons ! ! ! and this petty list to manage such a magni-
ficent undertaking as a line from Manchester to Lon-
don ! ! Methinks this fact alone speaks volurues---tut
insist that Ashurst and his Manchester fripud4 shall give
a plain answer to two plain questions—they have been
answered already by Ikeinington's Committee, and an-
swered publicly and satisfactorily, and in person, and at
Manchester.

Will you pledge yourselves to go before Parliament
next session ?

Are youiti a state to do so ?
Answer this, Messrs. Ashurst, Rastrick, Dillon, Cal-
decot, and Co., and we shall know what to make of
you

22d August, 184!,

GENERAL NOTT.-A meeting of the Committee
appointed to superintend the erection of an appropriate testi-
monial to the memory of the gallant General Nutt, took place,
on Wednesday se'nnight, at Carmarthen. There were present
—the Mayor (who presided), Col. Love, C. 8., D. Prytherch,
H. Lawrence, M.D.,E. H. Stacey, Lewis Morris, Esr.,
Major Bowen, and . Longmore, Esq., the Secretary. file
minutes of the last meeting having been read, the amount of
subscriptions was stated to be 1,1701. Anangements were
made for more extensively advertising the project, and r< sub •
committee veal appointed to canvass the town of Carmtrthen,
and receive subscriptions.— Cambrian.
A fl-w days ago a fire took place in the lillage of
Cournois (Puy de Dome), by which 30 buildings were de-
stroyed. It is supposed to have been the work of an incen,
diary.—French Paper.