SUPREME COURT. LINDSAY V. WALKER AND LORD. COMMON LAW. applicable to fences erected by lessees of the Crown for pastoral purposes. It was conceded upon the argument, in fact there could be no doubt, that the original Fencing Act would not apply to those lands held by lessees of the Crown for pastoral purposes, and the second Act is obviously in pari materie, it appears to me, and intended to produce the same benefits and to cure the same evils which were intended to be accomplished, prevented, or cured by the original Act. And looking to the peculiar position of lessees of the Crown, the uncertainty of their tenure, the right possessed by the Crown to resume lands for hundreds and other purposes, and the rights reserved to the natives and to the public, which undoubtedly to a certain extent interfere with the use and value of fences, we are of opinion that the second Act also must be held to apply only to land that has been purchased from the Crown, and not to land held by lessees of the Crown for pastoral purposes. We think, therefore, in this case the rule must be made absolute. Rule absolute for nonsuit. HANSON, C.J., GWYNNE, J., WEARING, J.] 3 AUGUST AND 1 SEPTEMBER. LINDSAY V. WALKER AND LORD. [COMMON LAW. THE COMPANIES ACT, 1864.-Bill of Exchange-Company- L, a creditor of a Company of limited liability, constituted under the SUPREME COURT. LINDSAY V. WALKER AND LORD. COMMON LAW tioning in it the name of the Company as required by the 39th Section of the Companies Act, 1864. Held-1. That the name of the Company was mentioned in the bill. 2. That the acceptance was by the Company, and not by the defendants. The declaration contained two counts. The first count charged, that the defendants, being Directors of the Guichen Bay Boiling Down and Meat Curing Company, Limited, the plaintiff by his bill of exchange directed to the said Company by the name of "To the Directors of the G. B. B. D. & M. C. Company, Limited," required the said Company to pay, &c., and that the defendants as such Directors accepted the said Bill without mentioning therein the name of the Company, and that the bill had not been paid by the Company. The second count charged the defendants as acceptors of a bill of exchange. Pleas―That the name of the Company was mentioned, and denial of the acceptance. The first count of the declaration was founded on s. 40 of the Companies Act, 1864, which provides "If any limited conpany under this Act does not paint or affix, and keep painted or affixed, its name in manner directed by this Act, it shall be liable to a penalty not exceeding Five Pounds, for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed; and every director and manager of the company who knowingly and wilfully authorizes and permits such default, shall be liable to the like penalty; and if any director, manager, or officer of such company, or any person on its behalf, uses or authorizes the use of any seal, purporting to be a seal of the company, whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice or advertisement, or other official publication of such company, or signs or authorizes to be signed on behalf of such company, any bill of exchange, promissory note or endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt, or letter of credit of the company wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of Fifty Pounds, and shall be further personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or good for the amount thereof, unless the same is duly paid by the company." The case was tried at the March Civil Sittings, when a verdict was entered by consent for the plaintiff, leave being reserved for the defendants to move for a nonsuit or to vary verdict, and the Court on such motion to be in the position of a jury and to find the facts. The bill put in at the trial was directed to the "Directors of the G. B. SUPREME COURT. LINDSAY V. WALKER AND LORD. COMMON LAW. B. D. and M. C. Company, Limited," and was accepted in this form 66 Accepted for the G. B. B. D. and M. C. Company, Limited, Against the initial letters in the direction, the Directors, before accepting the bill, impressed the name of the Company in legible characters by means of an embossed circular stamp. The other clauses of the Act material to the argument and decision were the 39th, which provides "Every limited company under this Act, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted and affixed, its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company." And the 46th clause, which enacts— "A promissory note or bill of exchange shall be deemed to have been made, accepted, or endorsed on behalf of any company under this Act, if made, accepted, or endorsed in the name of the company by any person acting under the authority of the company, or if made, accepted, or endorsed by or on behalf or on account of the company by any person acting under the authority of the company." A rule to show cause why the verdict should not be entered for the defendants having been granted, Stow, Q.C., and Ingleby showed cause.-The bill was drawn upon the defendants themselves, and accepted by them, which would entitle the plaintiff to judgment on the second count; but if it should be held to be a bill drawn upon the Company, then, being accepted in the name of the Company by two Directors, and failing to comply with the requisites of the Companies Act in not having the full name of the Company inserted in it, the plaintiff would be entitled to a verdict on the first count. A bill of exchange must SUPREME COURT. LINDSAY V. WALKER and Lord. COMMON LAW. be accepted by the person or persons to whom it is addressed. The bill was directed to the Directors of the Company, and, according to the latest decisions upon the subject, they and not the Company are the acceptors— Bult v. Morrell, 12 A. & E., 745 Thomas v. Bishop, 2 Strange, 955 The cases cited in moving for the rule Halford v. Cameron, Coalbrook Railway Company, 16 Q. B., 442 Aggs v. Nicholson, 1 H. & N., 165 Lindus v. Melrose, 2 H. & N., 293, 3 H. & N., 177 were actions on promissory notes, and the questions arising here were not involved. If it is not a bill drawn upon the defendants personally, but upon the Company, the Directors, assuming to accept it on behalf of the Company, have not complied with the requisites of the Statute, and are therefore personally liable. The 39th clause of the Act No. 13 of 1864 requires that the Company "shall have its name mentioned in legible characters in all bills of exchange, promissory notes, endorsements," &c. The embossed stamp forms no part of the bill of exchange; and therefore the bill has not the name of the Company on it Serrel v. Salford Railway Company, 19 L.J., N.S., Lindus v. Bradwell, C.B., 590 The Company was an incorporated Company, and as such could only act by means of its name and by virtue of the powers given to it by the Act. The bill in this case was not accepted in accordance with s. 46 in the name of the Company, or by any person on behalf of the Company. It was addressed to the Directors of SUPREME COURT. LINDSAY V. WALKER AND LORD. COMMON LAW. the Company, and according to the authority of Mayer v. Charles and Bult v. Morrell the Directors became personally liable Price v. Taylor, H. & N., 540, and Alexander v. Sizon, 20 L.T., N.S., 38 The 39th and 40th clauses show that a Company shall not be liable upon a document which is addressed to Directors and not to the Company. (HANSON, C.J.-The 46th clause seems to me to be conclusive, that, supposing the Company to be named, if it is accepted on behalf of the Company by a person acting on behalf of the Company, it shall be deemed to have been accepted by the Company.) Then that brings us into conflict with the rules of law that a bill of exchange to be valid must be accepted by the person to whom it is addressed. (GWYNNE, J.-That, it seems to me, was the intention of the 46th clause, to do away with the little quibbling about by whom the bills were drawn and by whom accepted. Suppose it was originally only addressed to Ker, and accepted by the defendants, it appears to me that would be an acceptance which the Company would be liable for.) That appears to conflict with the law of merchants. It might be declared upon as a promissory note. (GWYNNE, J.-I only suggested that this Companies Act, which is a copy of an English Act, seems to me to provide that if a bill of exchange is produced in a Court of Law, accepted by a person having authority under the Company to accept it, that shall be considered as the acceptance of the Company.) But the name must be mentioned. The initials do not constitute the name of the Company, and the stamp cannot be said to be a mentioning of the name in legible characters. THE COURT called on the defendants to reply to the first count only. Way and J. Downer in reply.-The name does appear. The bill is directed by the plaintiff to the Company by its initial letters. The name of the Company is impressed on the initial letters in the drawing of the bill, as if to explain what was meant by those letters. The Statute requires the name to be legible, and here all agree that the stamp was quite legible when the bill was given. |