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J'K ^KA V?. /:■:'. isii\e.j-.j\K^f-i£fi I ( : '■' >2^>^ , ^ -y" U' i^t- L H ..^C^-W '<-. THE ESSENTIALS COMMERCIAL LAW FORMS OF LEGAL AND BUSINESS DOCUMENTS PREPAHID FOU THB USE OF SCHOOLS AND COLLEGES AND AS A BOOK OF REFERENCE BUSINESS MEN R. E. GALLAGHER. Princip'il of Ctifada BusiHta College, Himilton For iweniy jran. Sp«i>i] Taaeher and . ciurw on Commercial Un In ibe College TORONTO : The Federated Business ColleKea of Ontirio, Limited, Educational Publlahsri ItTfd ULiording to Act of rurlwnwni oi CRnnda, in the ywr •mi! ihousitnd ninr hun<)ml .ind two, Hv The KKUKKAiKr' Hi'Mnksh tin.i.K(;Ks Oh OntAKIh. I.iinitefl, In Ihe t)ttice of the MinisUr of Auriinilture at Uil.iwi*. MoNBTABv TiNBB Pkintin. ToBONIO. PREFACE. This work is a revision of iit-: KssENxrALs of Hi'sinehs Law, issiieU by the same author in I«U7, and of The Kisiness Kiu (.atohs* CoMMKKL-iAL Law, by T. II. LuMvombc. Barrister, of Osf^'iuiJe Hall. It is intendeil as a Vxt-book in Hu>>iness Collcj,'es, Hij;h SchiH^ls, Collegiate hislilulv , and such other educational Inslilutions as may desire to impart to their pupils a knowledge of the principles of Commercial l«iw. No attempt has he-^n made to crmpile a complete compendium of Commercial Law, leai iiijf principles and ^efieral rules only having; been jfiven, but these ave been dealt with in such a wav t'.iat the reader may oblait without difficulty a si'tficiently comprehensive and practical kno\ ,?djfe of the subject for every-day business affairs. As a .ext-book covering the requirements of f ' Kxaminattons prescribed by the Institute of Chartered Accour.: i ;, as well a those of the Business Kducators' Association, and .,..i' Commercial Specialists' certificates, it will be found exceedinffly valuable. All of the best features of both of the above-mentioned works having been retained, the present volume is issued with the confident hope that it will be found helpful to teachers, students and business men alike. Hamilton, September, I'JOi'. ESSENTIALS OF COMMERCIAL LAW. CHAPTER I. INTRODUCTORY. Law in General. — Municipal Law comprises all the rules ot conduct prescribed by the supreme powers of the state for the citizens and inhabitants of the state. It is composed of (a) Statute or Written Law, and (b) Common or Unwritten Law. Statute Law. — Statute Law is the expressed written will of the Leg'islature. Common Law. — Common Law as distinguished from Statute Law is that great body of law partly arising (as has been supposed) from Statutes which have been forgotten owing to the lapse of time or the destruction or loss of the records containing them, but princi- pally arising from the methods of business and the habits and cus- toms of mankind, greatly solidified by time and approved by judicial decision. The Common Law of England (as Sir Matthew Hale says) is not the product of the wisdom of some one man or society of men in one age, but of the wisdom, counsel, experience and observation of many ages of wise and observing men. Divisions of Law. — Municipal law is considered under two great heads, one portion dealing with property and civii rights, and another portion dealing with acts that are criminal. 6 ESSENTIALS OF COMMERCIAL LAW. , - .,';*'' "'.''"'*'•'' "'' <^"'' Right.-The Law of Property and a:".:;t:':,-r" "" ''™ "''-^" ^ -^^ '- - '--" partv^ufftr?' '■''"','" '^"'^ "'"'^ "'''" "^°" '"«» ■" "W'^h -« of lL,h K °"^ '""' ''"""""i"? '" » "'".inal act) a. ,he hand, contract. These wrongs are independent of contract, and do not grow out of contract. Libel, slander, false iniprisonme t, nuisance trespass, and similar matters are torts. "'sance, Statu^TlT^"'"'"",-" '-""■ ""''"■''" "" •"'' P-'i- "f - be withdrawn at any time before an unconditional acceptance of it is given. For instance in the above illustration A might take back his offer at any moment before B gave an unqualified assent, and after such withdrawal B would not be entitled to say, "Well I am willing to take the horse now at what you offered it and I want it." .\ would be justified in replying, 'I had withdrawn the offer before you acceptec. it and vou can't have the horse now at all." And the offer may be so withdrawn at any time before accept- ance, even though the offerer promised to keep it open, unless he has been given something of value for keeping it open. For instance, a farmer offers to sell a drover a number of sheep for S-Ht. Tl.e drover does not accept the offer but asks to be given a week to consider it, and the farmer promises to keep the sheep and leave the offer open for a week accordingly. He may legally sell the sheep the next day to another man and the drover will have no remedy. If, however, the drover were to give the farmer say a dollar to keep the ofler open, and the farmer were then to sell them contrary to his promise, the drover could sue him for damages. An offer will itself lapse after the expiration of a reasonable time without any withdrawal, or if in the circumstances it was not reason- able to suppose it was intended to be lef't open. Both the offer and the acceptance must be communicated to the other party. It is not enough for a person merely to have in mind an intention to make a certain offer or to accept a certain offer- the intention must be communicatL^d to the other party. The parties however need not meet face to face. The offer may be sent by a messenger, or through an agent or by letter, telephone or telegraph, and the answer may be sent back the same way. If, 12 ESSENTIALS OF (.OMMEHCIAL LAW. however, the oflferer has stipulated that the answer is to he returned in any particular way the acceptor must comply with such stipulation if he desires to make a contract. Oiitt »nd Acceptance by Poit— Generally an acceptance of an offer is not complete or hiiiding until it reaches or is communicated to the person making the offer. There is an exception however in the case of an offer sent through the post-office without any special stipulation as to the mode of reply. .\n acceptance of such an offer is complete as soon as the acceptance is posted. .Suppose for instance .\ this mornin); writes from Sarnia to H at Toronto, offerinj,' to sell him a carload of wheat at 6." cents a hushel. Wheat f;oes up in the afternoon, he writes ajfain withdrawinj; the offer. The first letter reaches B to-morrow morniuf; and he at once writes and posts a letter of acceptance. .\f:er doing so the letter of withdrawal (which as a fact was written and posted before the offer was accepted) reaches him. The contract was complete as soon as the acceptance nas posted and the withdrawal was too late to be effective. A's proper course would have been to telegraph B or in some way notify him of withdrawal before he received or before he had time to accept the offer. B could not then bind A by posting an acceptance after he has notice that the offer w.is withdrawn. This special rule that an offer made by post is converted into a contract as soon as an acceptance of it is posted (no matter when th, letter of acceptance reaches the offerer and even though it may never re.ich him at all) is necessary as a matter of business expediency. Without such a rule the acceptor could never be sure he had closed the contract by acceptance. Agreement Implied.--lt often happens in every-day affairs that one person becomes liable to another without the terms of the contract having been expressly ilgreed upon between them. For instance, a person telephones his j,rocer to send him certain ,; .iceries, and the grocer sends them without anything more being said ; or a man is taken sick and sends for a doctor, who comes, without anything being said about pay. In each of these cases there is what is called an implied contract. In the first place the person by ordering the gro- ceries and accepting them when they are sent, impliedly promises that he will pay for them at the ordinary price, or what the\ are reason- ably worth ; in the second the request for the doctor's ser' ices implies a promise to pay the ordinary or reasonable charges for sucti services. CONSinKBATKlN. 13 It is ft (general rule (hat a reque?*t to have anythinjf done implies a promise to pay for it. And even the acceptance of servic* s or acceptance and use or consumption of jfoods without any request it ali will imply a promise to pa_ for what is received, if, in the circum- stances, it is reasonahle to suppose that payment was contemplated. Bu' one person cannot, by performing,' work or sending ^oojs, or doinfj; any other thinj; unknown to another, create liahility for pay- ment. Thus, if a laborer comes to a farmer profferinj^' his help and is alKnved by the farmer to assist, say ii. puttinf,' in a drain, nothing; heinj; said about pay. the laborer can collect wa^es. Hut the laborer could not, by di^K'"*? '^ ^'''^'" ^^" *'i*-' *-'"^ "*^ ^^*^ '"' unknown to the owaer. make the latter liable to pay for It. So if A (even without request) sends j^oods to B expecting: B to pay for them, and B know- ing; this, uses or consumes them, he must pay for them. But if they came under circumstances causing; B reasonably to ! elieve they were a ^ift. or to believe that payment was not -xpected. he would not be liable. One person cannot, however, by sending ^joods to another with a message, for instance, that if they are .lOt returned by a spe.-ified time it will be considered he has aj^reed to purchase and pay for them, make such person liable for payment, or thrust upon him the burden of havinjf either to return or pay for them. All the law requires is that the person to whom (foods are sent shall not use them. Though it mi^ht be desirable to notify the sender that the ;fOods are not wanted, the law will not in such cases presume that silence jnves consent. CHAPTHR V. CONSIDERATION. Gnuidcration is that which induces the parties to bind them- selves by the contract. It is defined as the price of a promise. It mav be expressed or implied. A consideration that is distinctly stated in the contract, whether oral or written, is said to be expressed. In all sealed instruments and in negotiable paper, the consideration is implied. Consideration is commonly called valuable, g^ood, sufficient, 14 KHSKNTIALS OF IdMMKKllAI. ,,AW. letral, insufficient, cti-. The money value of n coiisidenition doesl nol delermine whether il is sufficient or not ; a very sli),'ht considera- tion will support a contract if it is what the law recoitnizes as valu- able. A Valuable Coniidcration is shown by the payment ol money, the delivery ol pioperty, the perlormance of work, or doiii^- some- thing, or promisini; to do it on behalf of the other parly to the contract. A Good Coiuideiation is one foimded upon aflfection, friend- ship, relationship or jfratitud.v This will support a contract that has been performed, and then only between the parties themselves, but will nol answei for an executory contract : th.it is, one to be ] formed in the future. ! per- An Iiuuffident Coiuidcration may he defined as one that is gratuitous, illegal, immoral or impossible. There ure exceptions to the K'ratuitous consideration ; for instance, in cases o.'' salvage, and also in case of labor performed for .-i party «ith his ki owled^e. but not his expressed consent. If you work for n.e, aiul 1, knowing what you are dointr, do not interfere and preient vou, il raises an implied promise, on my part, to pay what your services are reason- ab.. worth, even though you may have commenced work without my order. In every contract there aie two considerations as there are two parties. In the sale of a table there is the buyer who agrees to pay so much for the table, and the seller who ajfrees to sell the table for so much. Kach lakes part in the contract, the one aj,'reein|; to p.iy money and the other .inreeinj,- to deliver the table. The consideration for the prom;.j Immonil ir) KniiiUulent In ri'slr:iiiil of triiili', III rcMlrainI of murriii^'e. In opposition to ptihiic jusliL'i* or K'ovornmcnt. Immoral life or ptihlications. Sabbath doscL-ration. Hct-v or wajfiTs. Fraudulent upon either partv. Kraudulent upon third parties, Conttacti againit PoWie Policy. The poliey of a community is to advance the public (food, hence, whatever contracts are opposed to the general jjood arc said to injuriously affect public policy, and are, therefore, void. \mon(,' such may be mentioned those in restraint of trade, those in restraint of marriajfe. and those in oppo- sition to public Justice or (fovernment. ("J Atlvancnti in Reitratnt of Trade, if i;eneral and unlimited are void. The reasons why iitfreements in unlimited restraint of traue should not be allowed are thai they tend to depriv e the puhlic of the ser- vices of men in the employment and capacities in which they may he most useful to the community as well as to themselves ; they prevent competition and enhance prices, and they expose the public t the evils of monopoly. On the other hand partial restraints , i de, which are usually agreements by the seller of a business not i„ -m. pete with the buyer, or affreements by a partner or retirinjf par -r not to compete with the firm, or aKreenients by a servant or agent not to compete with his master or employer after his term of service or employment is oyer, are distinctly for the benefit of the commun- ity ; and these partial restraints will be allowed if they are founded upon a valuable consideration, and if the restriction does not go in Its extent as to space or otherwise bevond what, in the jud>;ment of the Court, is reasonably necessary for the protection of the other party, regard being had to the nature of the trade or business. While a verbal agreement, if otherwise satisfactory, would be sufficient, yet since agreements of this kind are usually 'to cover an extended period, the provisions rf the i.h section of the Statute of l-rauds as to agreements not to be performed within one year must be remembered. The restraint, if partial, may be partial only as to either time or space and unlimited as to ilie other branches of it, provided always II.I.Ki-AI. lO\ rK.\i ■>•. 17 lh;it it kt'L-p- within t\w iiu-attiri.' ol rc^lrjiint whi^-h the l\>url ma\ niiisidcr iH-c»."»«.jir\ ; tliiis iin ajfrccmvnt h\ ;i lr;i\cllcr iiiiliniitvit in lime but ri'stricU'd t*> ihi.- tlislrict in whit,"h the iriiKclIer \vii> employed, uii<> held ren^ixiahle ; and a eiMitnul h\ a lra\eller iinlimiteU us to ypaee hut limited in time tn two years after the se\eranie of the relation between the parlies was also held reasonable. When the restriction is in poii t til' disijinee, the distanee is to be measured "as the ^tow tlies." that is. on a strai^'hl hne tlier standard of measurement \\hii.'h the parties may have eon- traeted for. (A) Agrecmenti in Restraint of Marriage. Marria^'e is held to be in the public ^ood, heiiee an\ lonlrai-l v\ hieh \\ boll> ri.'strains inarriajfe is \oid. The condition in a bequest in a uilltoachild, that he or she does not marry, is \oid, but, nevertheless, ibe bequest is (rood. A partial restraici of marriaf.'e, where it is reasonable, may be valid, as where a bequest is left lo a ehild on the eiMidition that marria^'e should not he etl'eeted until the ajfe of twenty-one. or say twenty-live years, it would be valid beeause it would merely tix a date when there w\uild be less danf,'"i.'r o\' eontraetin^,' an ill-advised marriajjy. But if the lime fixed would He. .ay titiy years oi nj;*:, it would be void, because that would be iinreasonaMe. A husband's beque-t to his wife on the conditio! hat she does not marrv a^'ain, is Ic^at, because she has oneo been luarried, hence not in restraint of nla^^ia^rL■. A contract to pay an a^'ent for con- tractinj; a desirable niarria^'e is void; and even t!.e money paid upon such a coii'ract may be recovered. ir\ Agreements to Obstruct the Course of Justice are > oid. The aj^reement oi a public otVici.il to do soinethinj^' contrary to his dutv cannot be enforced, and money promised him to use cNlra exertions in the discharj^e o\' his duty in a particular course cannot he recovered- Immoral Contracts. — Such contracts are absolutelv void. .\ contract to lead an imnn>ral life is void. Hut after an immoral course has been bejfun and an oblij^jition has been jj^iven as compensation fo-- damages, the oblijfation can be enforced. Contracts lo publish, sell or forward obscene lileraUite are M-id. Contracts made on Sun- IH KSSKNTIALS OF COMMEKflAl, LAW. day iirt' \oid, because that day has been set apart as a day of rest, and business pursuits prohibited. All btts, wiiy^ers, ganibhiiK' lot- teries, raffles, and promisinj^ to pay for votes are void. Contracts to defraud the (.ioverunient by smuj^jji^lin^, or to jjlvc an incorrect invoice, arc \oid, and monev promised for such service cannot be collected. Fraudulent Contracts are voidable. Statin^^ as facts what the partv making' the Ntatenient knows to be false, or a concealment of facts that are known to one and not readily discernible to the other, and \ei such as should be revealed, are samples of fraudulent con- tracts. The party who has been defrauded may void the contract it he wishes, or he may affirm it and compel the other party to perform it. If he wishes to void it two thinj^s are necessary : hrst. he must not accept any benefit derived tViMn ii, or continue to act under it after ho has disco ered the fraud; v^Londly, he must j^Hve prompt notice of the fraud after he has discovered it. If both parties practice fraud neither one can enforce the contract against the other. A promissorv note obtained throuj^h fraud catuiot be collected by the party who obtained it, but upon cominjj^ into the hands of a third party, who did not know of the fraud, before maturity and for value, it would be valid and ^jood ajfainst the maker. An insolvent person representinj; himself as soKcul in order to obtain j^oods on ere i ^"'hy of a fraudulent act. The seller discovering it may cancel the contract, or recover the j^'oods if they have been shipped. .\n insolvent person need not disclose that lact (o a creditor from whom he is purchasing ^'oods unless he is tjues- tioned as to his fmancial standing. I'nderbidders at auction sales, employed secretly to run up prices hi^'her than the real value of the articles, are fraudulent towards third parties. A purchaser whose bid has been forced up by such fictitious bidding immediately preceding' his last bid, may void his purchase. If iinderhidders arc employed, and that fact publicly announced before the sale, it is not fraudulent. The owner nia_\ also fix a price betow which the j;oods will not be sold, or he may reserve one bid for himself. A person obtaining ^oods, or a promissory note, or any other pri>perty thiouf^'h fraud, and translerrinj,-- them to an iiuiocent third par^^ for \alue. ^'ivcs them a valid title. Impossibilities. A contract to do an impossihiii'y is void because i. cannot be lultilled. If a person were to aj^ree to move afarm from (.I.ASSIHlATJON OV lONTKAlTS. 19 one county to another the conlract could not be enlorced. 'I he thinj,'' to be done, howover. must he impossible from the nature of thinjfs. Suppose A a^^rees to build a house for H. and complete it by a certain d!*t«. A >trike amon|; the mechanics he employs, rendering; him unable to finish his work by specified time, would not invalidate the contract, as the circumstances were exceptional, and ml^ht have been foreseen or prevented. C ajj^rees to build a boat tor I), but is unable from lack of skill ; this would not void the contract, nor would tlie sickness of one o\' the parties be suihcient excuse to \oid the contract. CHAPTKR \'ll. CLASSIFICATION OF CONTRACTS. Contracts are divided into three jicneral classes, viz.: 1. t'ontraets o( Record. 2. Specialties. ;{. Simple or parol contracts. Contracts of Record are such oblij,'ations as are evidenced by judicial records. This i^ a form of contract by which one is bound for the pa\nieiit o( a sum of mone\ or the performance of some work which appears to be rif^-^ht by tbe evidence of a court. This is a con- tract oi the highest nature, beinj,^ established by the decree of a court of justice. Specialties. A contract by specialty is seal, such as a deed, bond, niortf^'-aj^'-c or are looked upon as the next hi^^hest form of a evidenced b\- seal. At itie present day the weij,'ht to a contract. In olden times, when men could not read or write, and they put their names to a contract by impressin}^^ their seal in melted wax, it had some practical use. Seals, however, are required on certain classes of instruments, like deeds and mort^aj,'"es, and wherever required tliL) must be atlixed. In the absence of seals pieces of paper stuck on alter the name, with the word "Seal" written across it, or the initials of the party sijfnin^^ placed upon it, or even a scroll made with a pen, will answer. Contracts under seal any contract under I covenant. These -ontract, as tiiey are ical adds verv little 20 KSSKXrtAl.S Oh lOMMKRlIAl, \„\\\\ niuM ot iK.ccssilv he ill wrilin^'. They do lun require „ .onsideralion to make them v:ilid. The seal impUes eoiisideration. It indieates delihenition hi e-iecthi;,' sueh documents, and. as a person is presumed to enter mto a sealed eonlraet with lull kno«led>;e of its eontents, he is deharred from afterwards pleading insuffleienl consideration. Simple or Parol Contracts include those agreements which are not comprised in the tirst two classes, and thev mav he made either orally or in writing. Or,,/ and fi„m/. Ohserve the dilference hetween these two words. Well-educated people sometimes confound them owmg to the similarity in the deriiation of the two terms. .\ parol or contract is anv asr.-..enient not sealed. It ma> be written or oral. Express and Implied Contracts. .\s regards the mode of their creation, contracts are further distinguished as express or implied. If the conditions of a contract, whether verbal or written, he expressly stated or agreed upon, it is then termed an expressed con- tr,ict. If on the other hand, there are no well deflned and specific agreements, regarding the undertaking, or the consideration to be paid lor Its accomplishment, it is called an implied contract. The conditions of an expressed contract must he strictly com- plied with, and the parties to it tire bound to faithfully observe the same, however onerous may he the burden, while the' conditions of an implied contract not being agreed upon specilicallv, are such as custom may dictate. .\n illustration of this : .V agrees to pay B $2 per da> for labor. This is expressed, so far as the rate of wages is concerned, hut the number of hours that shall be taken to constitute a day's work is not agreed upon, and must be supplied bv impli- cation. .\s a result it would be settled by the custom in such matters iti the place h here the contract w.is made. Executed and Executory Contracts. Contracts eiitly classified in reference to the are still difler- " time ot performatlce and executory. They are said to be executed when therein created have been already carried out : executorv when their fulfilment is yet to be accomplished. Thus, If 1 ask the price of your horse, pa> the mone; and take it away, the contract is executed : but if I agree to buy the horse and pay for it in the future, the con- tract is yet to be fulfilled or conditions called an executory contract. the obligations complied with, and CONTRACTS — KCI.KS AND STATCTF.S. CHAPTKR VIM. CONTRACTS-RULES AND STATUTES. Construction of Contracts.— In the con.struction of contracts no p.'irlicuhir form of words is necessary, tint the intention of the parties should be clearly and definitely stated, and it .should contain .all the elements previously defined. Make your mcaninjf plain, especially if the contract is in writing', as the Courts will presume that the word- ing expresses all the terms of the aijreement. You will not he allowed to say thai there was any understandint; different from that expressed in the written document. In the eyes of the law the jframmatical construction and mechani- cal form of the contract are immaterial ; it is material, however, that the intention of the parlies be clearly expressed. If this were always done, many a lawsuit would be sav.?d. Rules of Interpretation — .-Mthouifh it is supposed that parties enterinjj into a contract fully understand its terms, and will use lan- RuaKC in expressing them that will explicitly give their meaning, yet it often happens that such is not the case ; hence certain rules have been adopted to interpret them where ambiguity occurs. The follow- ing are those of chief importance : 1. Tlie Intention of the parties at the time the contract was made is considered, rather than the literal meaning of the words. -. The Custom a» Jsage of that particular business and place will be regarded where the wording of the contract is doubtful. •"*■ Technical Words and phrases used will be given the mean- ing in which they ;ire employed in that particular business I. Variations Between Writing and Printing. When one part of a contract is written and another printed, if they disagree the written portion will be accepted. •>■ Liberal Construction. — When the wording of a conlr.act is ambiguous, it is a rule of the courts to construe it liberally, so ,as to give efi'ecl to the common sense of the agreement, even sometimes -- ESSENTIALS OF l•OM^^^:Rt■|AL LAW. rejecling objectionable clauses and supplying omissions. But where the Statues fix a definite meaning, they will invariably be construed in that sense. I<- Construction as to Time.— When no time is mentioned in the contract for its execution, the presumption is that it must be done at once, or in a reasonable time, and the courts will so construe it, according to the nature of the work to be done. T. Construction as to Place.— The law of the place where the contract is made governs its validity, and if it is to be performed there also, it will govern its interpretation. If it is to be performed in another Province or country, it must be in accordance with the laws of that Province or country, otherwise it is void. >*■ Place of Suit.— In case of trial for breach of contract the place of contract determines where the suit should be held. Con- tracts made by letter have for their place where the letter of accept- ance was signed, hence there the suit should be. The place of con- tract in regard to real estate is where the real estate is situated. Statute of Frauds and Perjuries.- This Statute was passed in the reign of Charles II, of England, in 1770, and still exists there. It has been adopted in this country and in the United States, with but slight change. It was designed to prevent the frequent commis- sion of frauds and perjuries in regard to the enforcing of old claims, and various kinds of promises to answer for the debts of others, and providing that certain contracts had to be in writing to be binding. The following are the six clauses of the Statute which come within the scope of this work as they have been varied by our Statutes : I. That leases of land for three years or over, mu.st be in -'. Contracts for the sale of lands, or for any interest in lands, must be in writing and under seal. :t. Every agreement that by its terms is not to he performed within one year, must be in writing. t. Every special promise to answer for tlie debt, default or miscarriage of another, mu^t he in writing. IMl'OKTANT ^TAilTES RKlVAKPINl. lOMHAiTS. I'-i "t. Kverv aj,'reemtfnt, promise or iinUerlakin^' niado upon con- sideration of marriaj^e, oxt'ept a mutual promise t.- marry, must be in uritinfj:. I). Contracts made tor the sale o( personal properly, to the value of S4n und upwards, must he in writiiij;, unless part or all of the floods have been delivered, or a part of th>' purchase price paid, or the sale is by auction. What is Sufficient Writing. It is not necessary to have a technicailv prepared leji^al document. The Statute says that the ajrreement or contract, "or some note ov memorandum thereof, " mus. he in wrltinj^- and si^fned bv the p:irt> to be charj,^ed therewith, or his af,'-ent lawfully authorized. Hence, a note or memorandum is sufficient. .\n ordinary business letter is sufficient, provided it ex presses the inider^.tandinj^ oi' the parties. Agreements Not to be Pcfformcd Within Ore Year. This refers to an a^^reement, which by its terms, is not to be performed uithin one jear from the makintr of it. If >ou eni,^ai;e to do some work for a party, and you are not to commence until a > ear hence, then the contract is not to be performed within a year from the time it is made, and it is voidable. There is nothinfi" ille^'al about it, but you cannot compel the other party to accept your services, and he cannot compel you to work for him, unless the aj^^reemeiit is put m writinjf. Promises to Answer for the Debt of Another. It frequently happens that a creditor has a claim aj,'-ainst a person who is not tinancially responsible, and tries to collect it from a third person, perhaps a relative, who is fmancially responsible. This ^ivcs rise to f,'Teat hardships. To prevent this wron^-^ the Statute enacts that a promise to pay the debt c\' another must be in writinii^. If you are selling,' ^-oods to .A. an irresponsible party, and you desire the promise of H to pa\ in the event of A failin^^ lO pay you, it will be neces- sary to j,'et B's promise in writing, or instructions tVom htm to charj^'e the jfoods direct to him (that is to B) ; in either case you will then be able to collect from B. Promises in Consideration of Marriage. Ihis does not efer to enj^'af^emcnls or " mutua! promises to nKirry." Such promises are excepted by the Statute. It refers to sucli aji'reeinent.s as are a4 ESSEN"^ 'S OK COMNrEKllAl. I. VU . sometimes tnatle ref^'ardiiifj ihe disposition of property in contempla- tion of marriaj^c. Marriage settlemL-nts come under this class. They are promises by one o( the parties about to '.ved to ^five the other certain property in consideration of the marria^jc. All such promises are void unless in writiiif^ and sij.'ned. Contracts (or the Sale of Personal Property. This pro\ ision will he referred to siibseqiienll> under the title, "Sales of Personal Prop- Statute ot Limitations. This Statute enacts that after the lapse of a certain period of time no action can be sustained at law for the enforcement of a claim, the period in Ontario and most of the I'lilted Slates beiiij; six years, and in the Province of Quebec live vears. This Statute does not extinj^uisb the debt or release the debtor from the moral obli^'ation, but It releases him from the le^al obli^'ation after the expiration of the time. The time is reckoned tVom the moment the debt falls due. In a promissory note or a bill of exehanjj^e the time be^jins from the last of the three days of ^race, or from the date of the last payment made upon principal or inteiest. The time in which a suit must be bef^f'un on all special contracts, which includes bonds, leases, ajireements imder seal, etc., is ^ener- alh twenty years. Actions on convertible or written contracts not under seal, notes, book debts, etc., must be commenced within the six years after their due date. Contracts under seal are supposed to be entered into with greater deliberation, hence the lonjfer time jfiven for their release by the Statute. .Vfter the debt has run six years or twenty years, accordinj,'' to its nature, it is said to be outlawed. Reasons for this Statute. -Old claims are supposed to be doubt- ful or ill-founded. The presumption is that if the> are j^ood and just they would have been paid or enforced within a reasonable time. The law is said to detest Iitij,^atlon. hence this Statute c|uietinji" old claims. It is thou{,'"lit inexpedient and unjust that a person should be troubled with an old account or old note i.t'ter \ears of silence as to the collection of it. Exemptions. The Statute of Limitations does not extend to bank bills or bank notes, and other evidences of deb' issued by banks. These are never outlawed by lapse ot time. Where there is a dis- ability on the part of a creditor, and he cannot sue the claim when it is due, the time begins to count when the disability ceases For HKMKDIKS ifl ii,stanc>.-,pi-rsonsundcr Jl yours of aj,'f. iind ''">:'"<■■ pi-rsons, ainnot siif, hvil on thf intaiits comint; of im;L>, or tho insane person betoinint; sane, the disabilitv eeases. This uisabilitv must be in existence when the Jeht becomes dne. Further, wlien the debtor lives outside of the Province or Stale at the time - l.en the debt is due. the six or nventv vears. as the case may he. begins to count al the time of his return. ' .\ debtor leavinj; the Province or State after the debt is due does not make an exception, as proceedings for collection could have been taken before he left. Any debt barred by the Statute ^^t' i.imita- rtritin;,' to pay the debt ; Extension of Time. tions may be revived. (a J By a new proniis (ij By a partial payment. .\ new promise in writing to pay ;i debt barred by the Statute of Limitations will revive it for six years from date land in case of nego- tiable paper from due date) of such promise in writing, or twenty years if the writing is under seal. .\s noted in a former section, the Statute does not extinguish the debt, but simply suspends the means of collecting it, hence the old debt is a valuable consideration for the new promise to pay it. i CH.XrTKR IX. REMEDIES. Kinds of Remedies. The fundamental rule of l.aw is that eiriy one iMI do -.i-lml he promises. But all men do not always obey this rule, and the law gives a right to have all contracts with others ful- filled. It also supplies means of enforcing this right. These means are called Remedies .and are classified as Civil and Criminal. Criminal Remedies. When a man does an act that no one is allowed to do. such as murder, stealing, etc., he Ci-mnnts an offence against the State, and the State will punish him by imprisoiunent, fine, or death. 'Ihis is called a criminal remedy. Civil Remedies. .\ civil remedy is the means of enforcing a per- sonal right or redressing a personal wrong. Civil remedies are divided into two classes, Compensatory and Prevcnli\e 26 ESSENTIALS OK fOMMERCIAI. LAW. G)mperuitory Remedy. A compensatory remcLly ironsists ot monov (i:iil!cd iJamaj,'-cs) which the court compels the party at fault to pay to the ujjiired party. Preventive Remedy. A preventixe remedy is the means where- by one is prevented from causing' further injury. Thus, when one has u^^reed nol to carr\ on a certain business in a certain town, in addition to conipeiisatinj,^ one for loss caused by the breach of this contract, th- court may compel ihe promisor to refrain from carryinj^-^ oil said Ijusmcss. This order or remedy is called in law an injunction. Both of these remedies often fail to repair the loss. Liquidated or Exemplary Damages. When the parties to a contract aj,'ree thai in case either fails to perform it he shall pav the other a certain sum, that is called liquidated dama(..'es. The injured party can usually recover in an action no more than the sum which was afifreed upon ; and aj,'';un there are some cases in which a man who has been K^uilty oi' some wronfj--doinff is bound to pay more than the actual damat^es suffered by his opponent. This additional sum is called smart money, or exemplary damages. It is not allowed for a simple breach of contract, but only in cases where there has been some wilful or malicious wronjf done, SPECIMEN FORM OF CONTRACT. Mkmorandcm of AtiRKKMKNT made and entered into this first day of September, A.D. lftO.1, BETWEEN William Foster, of the city of Ham- ilton. County of Wentworth. and Province of Ontario, merchant, of the first part, and John J. Smith, of the town of Welland, County ot Lincoln, Province of Ontario, conlraclor, of the second part. 1 That, etc. {Hare fill in the particnlur iigrtement enttrfd into bftwien thf parties) As witnes*i the hand-s and Heals of the said parties the day and year first above written. Sianaliirc of FosIM. - C=a 1 ■ Slanatiirp of Siiiitli. Signed, sealed and delivered \ in the presence of i FORM OF CONTRACT FOR A BUILDING. Be it known llut on thin first day of Seplember, A. D. 190:). it is K)(reed by and belwi-en A, of Sarnia. and B, of the «me place, in the manner and form folluwinjf, viz. : The sjiid B, for ttif consideration heretnafttT m.-niioned, Uoih fot himself, his executorx and adminstrators, promise :\ I ajfri**^ '" »ntl W'lh the said A, his exei^utors, adminislratort and aNsijfris, that he. the said B, or his assi({n». shall and will, wilhin the space of three months next after the date hereof, in ({"od and workmanlike ninnner, and acii>rtlin([ to the best of his art and skill, at l-oi No. •J<'4 Bond street, Mamillnn. lay and sub<4lantia!ly erect, build, set up, and finish one house, according to the draft or scheme hereunto annexed, of the dimensions followinjf, and to I o'lipose ihe liame of * uch stone, brick, titnber and other materials as the said A or his assigns shall find and provide forthe same, in consider- ation whereof the said A doth for himself, his executors and administra- tors, promise and agree toand with the said B, his executors, administra- tors and assigns, well and truly to pay or cause to be paid unto the said B or his assigns, the sum of SI ,200 in manner following - that is to say, the sum of $4110 when the stone aid brickwork is completed, the sum ot $41)0 when the plastering and c.'rpenteiing work is completed, and the sum of $4tK) thirty-one days after the vork shall be completely finished ; and also that he, the said A, his executors, administrators or assigns, shall and will, a; his and their own proper expense, find and provide alt the stone, brick, tile and timber, and other materials necessary for making and building the said house, and on performance of all the articles and agreements before mentioned. The said A and the said B do hereby bind themselves, their executors, etc.. each to the other, in the penal sum of S.VMt, firmly, by these presents in witness whereof the said parties affix their hands and se.ils. 1 Signed, sealed and delivered 1 in the presence of POINTS WORTH REMEMBEHWG. No one- is bound to tlo \vh;il is iiiipossihlc. No iiiJLirv is dotie bv thinjjs lon^' acquicscod in. Outward acts indicate the inward intent. wi 3N ESsBvriAl.-l OK lOMMKKcl.M. LAW. 1^ ailioii is iiol (.'ivi'ii Ii. OIK' « ho i hi" iift of (iod Jivs wniiif,' > not injtircil. rcspoiisibU in ilamii^a-> to >•■ I i,'""fiinie of Ihv la to im one. (Thai i ac*.-idfnts. ) ijranist mv will is not "• I h ■ proof lies upon him who affirms '■<■ I.ei The purchaser hcivare. I"- That is certain whieh ean be made eet N'o one is punished for his ihouchls. (.'onHrmation supplies all defect., thi le was lu.t valid at the betjiiuiiiiif. not him who deni, II. "Vh llial which has I -I. Uh 1 the disadvantage I 1. Debts foil .'n two p.arties are and till party low the person of the debt .-quallv in fault the claimant is al« possession has the better cai I ■>■ The law helps persons « ho are d III .■i\ed, not those de ^ Kill i t presumed. If. Kquity looks upon that as done which i I!'. He who comes into Ufjht to be don -'". !■;> erv man is ronrt must come with clean h: consequences of his Jl. .\ presumed to intend the 1 xohinta latural and probable rijrht of action cannot contract camiot .aris The h iirisc out oi' fraud, out of an illeifiil act. ■J I. N'o aw does not refjard the fraction of Publli one shall be profiled bv hi. ii dav. i ri^rht c rijfhts are to be prefe ivronjjs cannot arise from a wri>n rred to private li^'hts. .\o I \o >■ promises lessen confide ished :10. Tl man can contradict his o line's invalid from the bt twice for the same fault. ivvn deed. ■f,'inninj,' cannot be made valid bv inj,' void in the beiri lapse oi' time. .'Srinniiif; does not become valid hv Ratilicat ion is equal to conin and. ■14. If; I vvron^ is not done to on ythinj,^ individual mt:mbers -■orptiration owes ■l"'. When the I, le who knows and wills it due to the corporation it is not the of it, nor do the members indivtdnall due to the ly owe what law presumes the affirmative the ie(fali\ t>H KX^M\^^■^. 'J9 I HAI'IKR \. BILLS OF EXCHANGE Bfllfol Exchange which inLluck- Drat'ts. Lhcqiu-s ;inij I'romis. sory N'oU's, arc simply forms ot* contriut fur the pit\ mctil oi moiic\ . They arc ihc most impn-taiit forms ^if ciimmcrcial or ncj,'otiable paper in Use in the conduct of business to-dit\, atui require to he thoroughly understood by the commercial student. The Hill t>f I'^xchanj^'e is the oldest form of nc);'k>tiable paper. It was orif^inally invented amon^j mcrchanls as a seciirit\ fv>r the more easy remittance o( money from oiw cit_\ or ti'untr\ lo am»iher. Indei'd. it is said to ha\e had its orij^^in. like many of the world's corneniences for the transaction of mercantile business, with the Jew; it is. in fact, the offsprint,'' of persecution. Karly in the 1 Ith eentury the Jews were banished from coimtry after couiitrv. The Praft or Hit! of Kxchan^e formed a vOnxenient means of carrxinjf their propertv with them. Jews were also larj^'cty enj^-a^'cd in trading' on the Medi- terranean coasts, where they used drafts for transferring' propert\' from oiw country or place to another. The bill ot e\cl ;iiij.re is to-da\ an important part of the commercial currency of the \\\ rid; it facili- tates the j,'reat operations of commerce ; it increases tiie eirculatiim and enlarges the nominal capital in trade. Negotiable Paper. My iief.roti;ible paper is mear.t business paper that can he transferred from one person to another l\ir a \ ahi- able consideration, either by deli\ ery. or endorsement and deliverv. The words which express ne^otiabilit\ are " or order " or " or hearer." Paper which is transferable by delivery is made payable to a certain person or hearer, .and that whicti is transferable bv endorse- ment and delivery is made payable to a certaiii person or order, and requires to ha\ e the payee's iiame written across the back to be transferable. .\mon},' bu-iness forms classified under the term ne^^ii- tiable paper, in additioi to Bills of Kxchanj^c. arc the I'ollow inj,', which are nej,''otiable by endorsement and deli\er\-; nameh-. Cerlili- cates of Heposit, Letters of (.'redit. Warehouse Receipts. Hilts of Ladinj; C upon Bonds, etc. Requisites of Negotiability. whicti every nej..^otiable bill of There arc cert; in essenti tl Ihin^' exchanii'e must contain. and th ;iii KS«l!\rrAl.» OK tiltlMKKi 111. LAW. Ihcv :.K..|uv „r any .,„.. of then, «ill dostrov its noKo.ii.hililv are tivc III numbiT. as lollows: isl. It mils, W payaW. absoluU'ly aiij without contiiiKund.., -'lul. I he hill must ooiitain a .vrtaii, dircuion and Ih. note a curluiii promisi- in pi,\. ■■trd. A ivrlJiinty its to amount. Ith, For payment oC motu-y onh. ■"•111. It must ho ik-liviTi-d. A bill i. no,..,ia,cd when i, i, iranslcrrcd Ironi on. person ,o another, makiiit; ihe transferee the le^'al holder. Th. BUI. of Exchang. Act. This Aet. known as the Hills of V. ; !"I' I • " ""'^'■""' '■'"'" "'- '•"••"'-'■ Hi"-"n-:xehan,.e AU ol l^x ', and IS to-day the code of law in Canada relatii,.- u, negotiable instruments. * DcftoHion. A Mill of |.:xehai„a. is an iineond ,al order in wrn^ addressed by one pe ,o another, signed by the pel^:! ki»"V t. reHuirnn- the person to whom it is addressed to pav on demand or a. a, ixed or determinable future time, a eertain sum money to or to .he order of a speeded person, or to bearer An instrument whieh does no, comply with these eonditions, or «hieh orders any aet to be done in addition to the pum -.1 ofmon. v i» not, wilhin the Aet. a Hill of Fixehan^-e. ' Draft.. The theory upon which a draft is based, is tha, the Drawee has tunds ,„ his hands belon^-inff ,o the Drawer equal to the amount for which the draft is drawn. Hased upon this theorv the Drawee does not become a party to the paper until he accepts it, and '^ .per IS then called his .Vcceptance. The theory that tl!; 1^;.:: has lunds in his possession belon«-in^- ,o the r)rawer is not alwavs irue, hoveever, for drafts are sontetimes drawn and accepted tor accommodation. ' H-hen the ori^-inal theor, is followed, ,he .unoiin, of the draft drawn would sh,-w so much ictii-.l >• :„ .• i .■ . """■"■"•'"■" ^'ihi'' ni circulation, but when it .s drioen for accommodation a false credit is established, and we arc led to believe the actual wealth of a community .^reater than it reidlv s or t no loiiK-er represents capital or money invested in business' while If the true theory is followed the value of the bills or drafts i,; circulation represent just so much actual value. Hll.l> OY i:\l IIANi.h. 81 Foreign and Inland BilU o( Exchange. A lorvif^n hilt j<. oiu- ilrauti b\ ii pvr-siUi in one liuimIi' lUi a piT'^iui in lUUXhLT k\nn)lr\. '■1 InliinJ hilt is on*.' tlrjiw ii h) n pcrst^n i>l u liXiiilry upon iinothcr tiC thf \nmv iountr\ To illustrate : A hill drawn h_\ a Toronto mcr- L-haiit upon one in New \'ork would he called a Foreij-n Mill < t Kxchanjje ; ^o also would one drawn by the same party upon a nier. chant in l.t>ndon, Kn^^. ; while one drawn hv him upi>n a nierchani in Ottawa or llamiltou would be called an Inland Hill of I-!xchaii}^'c. In the word^ of the Act. an Inland Hill isa hill wliiih is, or on the tace ol' it purports to be, K>th draw n and pa\ able in l 'ana da, v>r draw n within t'anuda upon some persiin resident therein. Any i>ther bill is a Fi>rei),'n Hill. I'nless the contrary appears on the face of' the piiper, the holder may treat it as an Inland hilt. Foreign Bills of Exchange Koreif;n Hills oi Kxchan),'e arc fre- quently drawn in sets ol two or three in v^rdcr to assure sal'er deli\ er\ . This precaution is used only wtien remitting' a loiij; ilisiance. Where a hill is drawn in a set, each part of the set bein^,' numbered and con- taining; a reteretue to the other p.-irls, the whole of the parts eonsti- tute one bill, therel'ore the payment of the one cancels the others. Where a hill is drawn in one country and payable in another, the due date i> determined according; to the law of the pl;ice where pav- ahle, but the \alidity of a bill as rejfards requisites in fiirm is deter- mined by the law of the place i^i' issue. How a Bill may be Made. A hill in.iy he urav\n payable to, or to the order c\\ the drawer ; or it may be drawn paxahle to, or to the order oi\ the drawee. Where the drawer and drawee are the same person, or where the drawee is a tictitious person or a perst^n not hii\ inj.,' i.apiicit\ to contract, the holilcr ma\ treat the instrument at his option, either as a hill of exchange or as a promissory note. The drawee must he named or otherwise indicated in a liill with reasonable certainty. A bill may be addressed to two or more drawees, whether thev are partners or not ; hut an order addressed to two drawees in the alternative, or to two or more drawees in succession is not a bill of exchan^'c. V\here a hill is not payable to bearer, the pavce must be n.inied or otherwise indicated therein with reasonable cert;iiiit\. .A bill may be made payable to two or more payees jointly, or it 33 KSM:\TI.\t.s OK lOMMKKi lAI. LAW. m:iy he niiidk.' payable in the alteniiitive to one or tvo, k.c one or some of several payees. A bill may also be made payable lo the holder of an oHice tor the time beiiif;. Where the payee is a fictitious or lu^n-existin^' person, the bill mav be tn eil as payable to bearer. Negotiability. When a bill eontains word:, prohibiting,' transfer, or indieatin^-' an intention that it should not be transferable, it is \alid as between the parties thereto, but it is not nej^-ntiable. A nejjotiable bill may be payable cither to order or to bearer. A bill is pavable to bearer which is expressed to be so payable, or on which the only or last endorsement is an endorsement in blank. A bill is payable to order which is expressed to be so pavable, or which is expressed to be payable to a particular person, and tloes not contain words prohibitinj^'- transfer or indicatin»j an intention that it should not be traTisferable. Where a bill, either orif^inally or by endorsement, is expressed to be payable to a specified person, and not to him or his order, it is nevertheless payable to him or his order, ;it liis option. Hills and notes are novy negotiable althouijfl le words "or order" or "or bearer " do not fVillow the name of the payee. The mere endorsement of a bill does not transfer the title to it. It must also be delivered to the endorsee or his a^-'ent before the title actuallv passes to him. An endorsement mav, therefore, be with drawn or revoked anv time bettire deliver\. Maturity of a BUI. -Where a hill is not payable on demand the day on which it falls due is determined as follows : Three days, called days of j,'"race, are in every case where the hill itself does not otherwise provide, added to the time of payment as fixed by the bill, and the bill is due and payable on tlie last day of ^-■race, except : 1. When the liist day o( j,nace falls on a lei,'-al holiday in the Province where any such bill is pavable, then the da>' next follow- Injj, not bein^ a lofj^al holiday in such Province, shall be the last da\ of f^'race. '2. The following are observed as le^al holidays in ,ill the Pro- vinces o\' Canada excepting Quebec : Sundays ; Kaster Monday ; New ^'ear's Day ; Christmas Day ; Good Friday ; Labor Day (the first Monday in September) ; K[L1,S OK KXtHAStiE. 33 The birthday (or the day tixed by proelamatlon lor the celebra- tion of the birth'davi of the reipiin^ Sovereign ; and if such hirthJav is on a Sunday, then the foil nvinK day ; the 24th of May (\ictona Dav) ; . ,. , ' The first day of . .,- (I'omii m>,. ! a ), and it that is a Sunday, then the second day of il; '.^ the s; ni. iioliday ; Anv dav appointed ... ...icla-natio. lor a public holiday, or for a general fast, or a (lene.al thank.-i,'- inj; throughout Canada; and the da> next followinK New \'ear's Hay and Christmas when those days respectively fall on Sunday. And in the Pro»in The Kpiphany ; The Annunciation The Ascension ; Corpus Christi ; And also, in any one o( thi of Quebec the said days, and also : St. Peter and St. Paul's Da All Saints' Day ; Conception Pay ; ^„u a.so, n> a Provinces of Canada, any day appointed bv proclamation of the Lieutenanl-C.overnor of such Pro- vince for a public holiday or for a fast or thanks(;ivint; wnhui the same. Piyment ■« a Bill. Where a bill is payable at si^'ht or at a fixed period after si(;ht. after date, or after the happeninK ot a speci- fied event, the time of pavment is determined by exeludniK the day from which the time is to bet;in to run and by including the day of piivmciit. Where a bill is pavable at sif;ht or at a fixed period after sit;ht the titne bes,'ins lo run from the date of the acceptance and trom the date of noting or protest, if the bill is noted or protested lor non- acceptance, or for non-delivery. The term " Month " in a bill means the calendar month. I- verv bill which is made payable at a month or months alter date becomes due on the same numbered day of the month n, which it is made pavable as the dav on which it is dated unless there ,s no such dav in the month in which it is made payable, in which case it become^ due on the last day of that month with the addition, in all cases, of the days of s;race. Acceptance of BiU. The nature and form of a Orafl or Hill of l.;xchant;e calls for its presentation lor acceptance to the person upon whom il is driiwn. .34 E.SSEXTIALS OK lO.MMERCIA]. LAW. r..J le mus, be writ.en on the hill ;,nd he sifrned hv the drawee 1, , r ''*•',:":"■ "'■ '"^ "■''''' "''^-' ^""'■'^-»i --ds i: ,;: . e hi,l thl" •■; .t ;'"'"""""■ "'"^'"^ "f "■^'■■"^^ -■-- 'he race . f m.se h, „y other meHr,s than the p.ymen, of „,„„ev. •A bin may be accepted : ^J:Lr^, " '^'" """ ^''^"•^'' ">■ "- "-"- - >vhi,e er. nre^f,*^ ^^''7 " " "''"'"'' ^"^ ^''''^'^ '' '"- ''"i. dishonored b, a prcnunrs rett.sal to accept, or by .ion-payn,ent. Hed ^v'^i't^""" ■'" "■"■'"""■" '^ ^■■■''"K'cnera, or h> - of the dr . ;""■'' t'1 """"^ "'"""" ^-'lifi-".-' .o the order .hat!r,r''"'T: r r^'"""" '" '<""''«"' «hich is conditional. hat ,. o say, wh.ch make, payment by the acceptor dependent o, e tnlh men, of a condition therein stated ; but an acceptance p! .'t a parttcular speched place is not conditional or .ualihed. ' ' guahhed acceptances ntay he classilied as follows : 1st. I'nd. •■Ird. *th. CondititMial ; Partial (that is, for part ol the amonnt of the bill) • Quahhed as to time ; ^^^ The acceptance of one or more of the drawees, bnt no, of The folloui„K wonid be an example of a qualified acceptance : "Accepted June 1st, 1902. Payable ou, of V. M. C. A. Building Fund, John M. Gji.MotR. Treasurer.' Prottstfor Non-Ac«ptan«. When a bill has been presented for acceptance or payment, and it has been refused, it is said to ha e a It ,',:■',"" H "';'' ""'" '"^ ""' ""^ "'-' "'^h'-nored bv n ! accep a,,,, „ „ ,h, j„, ^„ „^ ,^„j^^ ^^^ .^ have 'notice , .':;;';;:;" f"' "^ '"""• ^■""'■^"'■^•^ """ "" p-'-^ •« «hom imends to look tor payment. BILLS OF KXOIANC.E. ;ir» A protest must tontiiin a copy of the bill, or the orij^nniil hill may be annexed thereto, and the protest must be si^'ned by the notary inakinj; it, and must speeifv : {(/) The person at whose request the bill is protested. (d) The place and date of protest, the cause or reason for pto- testinji^ the bill, the demand made, and the answer j^Iven, if any. or the fact that the drawee or acceptor could not be found. The Rights and Powers of a Holder. -The rij^'-hts and powers of a holder are as follows : 1. Me may sue on the bill in his own name. 1'. Where he is a holder in due course he holds the bill free from any defect of title y^t' prior parties and may enforce paytnent ajfainsl all parties liable on the bill. ■i. Where his title is defective, if he nej,^otiates the bill to a holder in due course, the lat'er obtains a j,^ood and complete title to the bill, and if he obtains payment of the bill, the person who pavs him in due course ^^ets a valid discharj,'-e for the bill. Duties of a. Holder. Where a hill is payable at slj^^ht or after si-rht the duties of a holder are as follows : 1. Presentment for acceptance is necessary in order to tix the maturity of the paper. -'. It must be presented by him or his ajfent. to 'he drawee or some person authorized to accept il. without delav. at a reasoi;- able hour on a business day and before the bill is due. -t. When a hill is duly presented for acceptance and is not accepted on the day of presentment or within two davs thereafter the person presenting' it must treat it as dishonored. If he does not, the holder shall lose his rijfht of recourse a{j:ainst the drawer and endor- sers. Dishonored Bills- .\ bill is dishonored by non-acceptance u hei: it is duly presented for acceptance and such is refused or catuiot be obtained, or wJien presentment for acceptance is excused and the bill is not accepted. The holder has an immediate rij^'ht of recourse aj,'-ainst the drawer and endorsers and no presentment for payment is necessary. The Liabilities of Parties to a Bill- The drawer of a bill by dravMU)-^ il ent;aj;es that on due presentation it shall be accepted and t KSSEXTIA1.S OK lllMMEKciAI. |,A«. paiJ ......rdi,,^. ,o its l.nor, and that if i, i. dishonored he will com- pensate ,he holder or endorser who is compelled to pav it The acceptor of a hill hv accepting it en^^,^a.s Iha't he will pav it .•K-.ordn,K to the tenor of his acceptance. He is preclnded fr'on, denvn,^-. to a holder in due course, the existence of the drawer the Ke.,u,nenessof his signature and his capacity or authority to draw The endorser of a hill by endorsing i, e„»;a^,es that on due pre- se tat.on. ,1 a draft, it shall he accepted, .and that if dishonored he w.ll cotnpensate the holder or any subsequent endorsers who ntav' be eompelled to pay ,t. .Mso in the case of a note he undertakes to'pav ■t. . the maker or makers do not, providing that the requisite pro- ceedinffs on dishonor .ire duly taken. An Accommodation Party. .\n accontntodation partv is , person who has s„.,ed a bill as drawer, acceptor or endorser, vWthou. . ece,v,n,. value therefor, and for the purpose of lending, his name ti- some other person. .An accomntodation parly is liable on the bill to a holder for value : and ,t ,s mmtalerial whether, when such holder took the bill he kne« such partv to be an accommodation party or not. Holder in Doe Coorse. .\ holder in due course is one who has aken a h,ll complete and re^'ular on the face of i, under the followin,. t-onuilKnis ; " («) That he became a holder of it before it „ as overdue uul without It havinsr been dishonored. M That he took the bill in ^r„od faith and for value and ,t the time he took the bill was not aware of any defect in the litle heid i>y the ptTson who iiejfotiatcd it. I" other vvords, a holder in dtie course is a person to vv horn after Its completion by the or^rinal parlies a bill or note has been netrotiated 1 he payee is not a holder in due course. Alteration of a Bill. .Any material alteration luade upon the lace ol a bill after i, is drawn, except by the maker or .acceptor who at the time must initial the alteration, makes the bill void. The followiii): alterations are mat date, the sum payable, the ti and where a bill has been of payment without the ac il, n.imelv, alteration of the me of paviuent, the place of pavnient. lecepted (Tv^nerally, the addition of a place eptor's assent. HIl.l.S OH KXlH.XMlE. M Where ;i bill or iicccptaiice is materially altered utttunit the assent of all parties liable on the bill, the bill is \oideJ, except as ajfainst the party who has himself made, authorized, or asseiiled to the alteration, and subsequent endorsers. Where a bill has been materi.tlly altered, but the alteration is not apparent, and the bill is in the hands ci' :i holder in due course, such holder may avail himself of the bill as if it had not been altered, and may enforce pa\ nient of it accordinj,"- to its ori^-liia! tenor. Endorsement "Per Pro-** A signature "per pro" moan-- a --i^^- nature by an ajii'eut who has power to use his employer's name bv si^nin^ it per procuration. He first si^ns his principal's name and then his own underneath, followed by the words " per pro." This means that he has but limited power to si^n, and the principal is boimd by such sij^'nature only if the aj^rent in so si^'-nin^'- iict> within the limits of his authority. If an a^ent has authority to endorse bills for his principal, his abuse of the authority will not affect a btma /itie holder for value. Cheques endorsed by an ajj^ent without authoritv mav be recovered by the true owner. Lost Instruments- Where a bill has been lost before it I- oxer- due the person who was the holder of it may apply to the drawer to ijive him another bill of the same tenor, the holder li^ixii-.f,-' security to the drawer, if required, to indemnify him a^^ainst Uiss. in case some- one else should obtain he bill and collect it. If the drawer refuses to t^ixe another b"l he mav be compelled to do so. The liiuler of a lost bill does not ^'ct a ^'ood title to it, but if he transfers it into the hands of an innocent holder for \ alue. before due. such person j^els a ^'ood title to it, even if it has been stolen. Possession is /A-Zwrf/mvi? evidence of title, and if the rif,'htful owner is dispossessed of negotiable paper, it is difVicult for him to collect the debt represented by it ; for if the finder sell it to a per- son, and that person have a valid title to it. then it is plain iiiat the loser should not have the title to it, for that would vest the owner- ship of the same paper in two different persons. Provision is made whereby a person who has lost a bill may collect it. In rei,'-urd to this the followiui,'" rules apply : i. It must appear that the party endeavorinj,^ to secure pay- ment was the ri^'htful owner of the instrument, and that it was lost while belont^in^ to him. ;)n ESSKMIAI.s OF lOMMEKlIAI. t..\\\. -■ Hf must ho ;ibli.- in provo its amti-nts. •■■ Ho nutst tfive a bond sufficio„t to coicr the amount of iho lost instrument and additional expenses as an indemnity. Patent Right BUU. All notes, drafts, etc.. Kiven in pa,ment or ,, patent r.^^ht, or an interest in a paten, ri^-ht. must hav'e the ords (Hven tor a patent ri^-ht " printed or written aeross the laee Lereot. otherwise they .are >oid. Without this preeaution everv sueh mstrumen, and any renewal thereof shall he void, except in the h,i„ds of a holder n, due eourse. without notice of sueh consideration The penalty lor every holder who nejjotiatcs a note that he knows ,o have been taken tor a patent ri^ht and not having- the words •■ (Jiven for a patent rijrht " printed or written on it is imprisonntent for anv term not exceedinf; one ve.-.r. or ;, hne not exceedinjr S:'Ou. Negotiation of Overdue BiU.. It has been mentioned in •, previous section th.at when a bill passes into the hands o( •■ \n inno cent holder lor value" it passes with a ^^ood title whether or no, the prev.ous holder had a K'ood title. This applies onlv to bills before hey are due. .X bill negotiated after it is due carries al! its defects ».th It. In other words, the "Innocent holder for value" of u, overdue hill cannot fjet a better title than the previous holder had 11 IS a broken pronnse after it is due and such breach of faith is sup- posed to be a warning to any purchaser of it that something, mav be wronjf with it. '^ tH.U'Ti;R \l. CHEQUES. Definition. .\ cheque is an unconditional order on a bank or banker to pay a specified sun, of money to a person named therein, or to h,s order, on demand. As previously stated the Bills of hxchaus-e Act of IS90 includes cheques within its scope. EiKntiaU of a Cheque. 1. The sitjnature : it must be sijfned. ■■i. It must authorize the payment of a sum definitelv stated •f. It must be addressed to a bank or hanker on whom it is draw n. ■1. It must he diiteJ. ■). It must hf piiyahk- on demand at'tor date. (i. It must be payable to a payee. LUbility of the Parties. The drawer of a cheque is liable to pa.\ it it the bank does not, pro\ided it ha-^ been d-ily presented for pay- ment. The bank is hound to pay it if the dr.- uer has tiinds appli- cable. No one. however, but the drawer can enforce this ohlij^ation rcsli,.^' on the bank. Presentation. It is the duty of the holder of a chetjue to present it within a reasonable time. Kaihire to present it within a reasonable time may discharge the endorsers and drawer from liability provided the bank does not pay it. The bank may have funds of the drawer to pay the cheque if it is promptly presented, but suppose it is held for ati unreasonable len^'-th of time, and before it is presented the bank fails, the loss will not fall upon the drawer, for he had funds on deposit to meet it when it was j^'iven, and he had c\ery reason to suppose that the holder would perform his duty by presentiii),^ it. When pay- ment of a cheque is refused, notice of demand and non-pavment must be ^-iven the drawer and endorsers at once. Cheques ha\ e iti} da\ - of f^'race, .md may be presented immediately unless post-dated. In determining^ what is ;i reasonable time, re^'ard shall be had to the nature of the instrinnent, the usa^^e of trade and of banks, and the facts in the particular case. The duty and authority of a b.ink to pa\ a cheque drawn oil it are terminated by {at \ countermand of payment. \b] Notice of the customer's death. Certification of Cheques* The holder has no rij{;hts aj'i'ainst the bank until the bank has accepted the cheque. It is accepted by cer- tifyinji it. Certification is to a cheque what acceptance is to a bill. By that act the bank itself becomes respon:;ib!e for the attiount. It makes an agreement with the holder, and with anyone to whom he may transfer the cheque, that the drawer has the necessary funds on deposit, and that it will retain in its hands ;i sufficient .sum to pay the cheque whenever presented ; therefore the holder can retain the cheque as loo^ as he pleases before presenting it. He runs no risk except that of the bank's insolvency. I 1 1^ ESSEXTHr.S OF mm,KK,,.u. r..(\V. h^vomcs ,-, voucher of the vorv h,sl kind. "' MU r.K. ol .1 dK-quo IS lo ronder the cheque non-coll , tlhl ■ ^-h : „ „,u., he depoM.ed hv ,he holder to his cred T IS comnu.nh called "crossim-"., .1, ' "'" •■^'-dil. I his process crossed cheque •. ".er h t '''"'•■ ^'""'''' ""^^ ''■■'■■'■^■'- l>-^' " realise up^ ' e u^ T H T" ^ '"''""^'' '' '"' """'^^ '^""''' - cheque i'cash I " h , .T T'"''" ""'" '"'-"'"'' ••' ^^ ''' A cheque may he crossed s;,m'r„//y or .,*,,,;,//,, Wheu -, -I "No. neiro.iahle ■• i ^ '^'""•'- »"l""- „i,hou, , he words ajd:.ion,^r::^o;u;,rHt.r:t''T ""^^^ " ^^^ r I I a nank il is irossed sfienally. and to thai hank . h que u,av be crossed ,-ene , or spec h> the d ,^ r ■ '•>>.;:. ':::^a:^:hr;:^T::-----.;^^^;-.. =.rt::h:;:;:-:--r^~."4^U:^r;: or a cheuue cross . I n "■"""■ " '"^^r--" an uncrossed cheque cross U si *"■■■• '^ '^■'" '" " "'"■'^ '■"■• ^■""'■•c'ion i, ma, ::j^,::^;:herr;.t:,:re:!r;:;s.t:T''"^^ "miahnj. the same, the ,vords ■■ I'av cash " ' "' V ided for above, to add to or alter the crossing. ::tr:h::L=::i :::------- --- for a,','v""th "" '' """""''' """ "■' '■'^4"' '^"^ "«" "slivered or P.i> It. II ,, cheque has been made payable to order ;„id r> lost or y.u^h■n, a duplicilc may he issued allu,- diroelint' the bank uot to pay the ori^'inal. Forged Cheqoo. ir a bank pays a fortfod cheque it is the bank's .^^y» loss, and the u„.„e> eannot be char^'ed to the depositor whose iiumo wiis loffj'cd. Raised Cheques. If a bauk pays a cheque which has been Iraudulently raised that is, the holder h.-is increased the amount lor which the cheque was made it can usually char),'e the drawer with only the ori^'inal amount. Hut there are reasonable exceptions to this rule, ir the drawer carelessly writes the cheque and lea^ es it so that It can be altered easily, he must suHer lor this carelessness. Thus a drawer may till out a blank cheque .as follows ; TV/A- h-RDEKA T/OX /lANK Toronto^ Si-fi/embt't /, igoj Piiy /o thf oriivr of — Wm, llrowtt ■ .^ Kiehl Dol/nis. Notice how easily a dishonest man may place ■■ Hundred " after the word ••Eitrhf and two ciphers after the litrure •• H." and make a cheque for ei!,'ln hundred dollars when it was intended for eijfht dollars. In such a case as this the dr.awer would in all probability lose the seyen hundred and ninety-two dollars. He is considered an accessory to the crime, and is punished by the loss of the amount added to the cheque. The same is true also of all ncKOtiahle paper. Bo not leaye a blank space either before, in the middle, or at the end of an amoinit in neffotiable paper. If there is a discrepancy between the amount in the (i),'ures and in the writini,' on any business form, the writinjf is presumed to be correct, and held as such. .\ny alteration on the face of a negotiable instrument will yitiate it, unless tlie alteration is Initialed hy the maker. lit ■** BSSKNrrn.s OK lOM.MKttinr. I.AU. CHAPTKR Xll. PROMISSORY NOTES. Definition. A promissory nole Ls an unconditional written promise to pay a certain sum of money at a spoci-ied time, or on H. happenm^. ol a certain even,. Observe carefully the three points . h s dehn,.,on. In the first place, there must be no conditions vxp.e sed ,t there be . condition its character as a promissorv note .s destroyed and ,t becomes nothing, but a written a.-reemen,- bind- int: on both parttes. but not ne^'otiable. Secondlv. it is payable in motwy . , ,. ,sm..dep,^able in anything except monev its ne^otia- b,l,t> ,s destroyed, and it is called a chattel not. Thirdlv. it must v.r;' ,;" "'7;P"'"''':'-^^ "■■- '"e happenin,. of some certain went thus: ,1 I promise (o pay a note on mv next birthday it is vala but a note .«ade payable upon the dav I should sail lor l.'n.Mand would not be a lalid promissory note. Pjrtie. to i •:.Ae. The ori^-inal parties to ti note are the Mak.-r P..m..rd3 responsible lor its payntent. The Payee is the person to whom or to whose order it is ntade payable. The subsequent parties to .1 note are the endorsers, if there be any. Distinction in Pa,ti«. |, is very intportant to consider clearly c difference between the parties to a note and the parties to a draft. kno n a ,he promisor or maker, and you are the promisee or payee: but ,t „ IS payable to yo, rder, and you endorse it by ^Mng .;otir name across the back, yoti are then styled " the endorser," and .1 you write .above your signature on the back, •• Pay to John .Smith or order, the .Smith becomes the endotsee, Hu, whet, a draft is dr:ayn no one promises to pay ; it is simply a written order upon a s.-cond person to pay a third. In a draft the Dr:„yer and Payee are fn.Muen ly the same person, l-'or instance, A could make a draft in .nor o himself upon B ; A would in this ease occupy the dual posi- tion ol Ur.iwer and Payee. ' "^ is ^'^»"'»-7" - P'-«"'"'--d that in all nejfotiable paper there .» a valuable cons.deration, He.ween the original parties to a note il"rhet 'T 1'"'"" ""-■ ''■ ''"""• *"" """^ '"^ """^ P'"'^' .nto the hand, of an innocent third holder (-one not having- know- I'KOMrs.SOKi' \t>rKS. 4.1 rniilurily. :(n he collvcted. k'J»,'o ol .iriy lonal d^lciwc oxislini,' .•,Kiiin>l ii "l hulon' anJ is obtained lor \aliic and in (food faith If. howo.r, !, is translWr.d alt.r inaturily, the purchaser do. not, ,M thai case, obtain any better title lo it tiiai, ouner possessed. llie purchawrr of its inliritiities. an i>\erdiie nitte the ori),'inal Prcacntmcnt for Payment, ihe same l.m applies ■-Liil of a note for payment us to that of a dralt lo to Ihe pre- If the holder of an endorsed note ne^'lejl's^o' hav7ir'prope''rK'''pre- senledat n.altnity and. if refused, properly protested, ihe endorser will be diseharfted Irom further liabiliiv. A Forged Note 'id. and caiinol be eolleeled under i^ Kinds of Promiuory Notes, ■ Individual. JtiinI, JninI and The vidual note but i proriii> Serrral, and ^!ank X.t ■ tht pel makes the .and ..I'vtral note . niade jointly b\ two t L'aeh pronnse to pa\ . "'e persons. M>,'ner assumes the h hole responsibilily ; When a note leetion ean be eiiforeed reads • I V eral notes the he chooses, but when promise to pa>." .and is siy-ned bv two a joint and scleral note, and in all joiiit and ^ holder can sue either party alone or noth lOK-cther, the note reads, '■ We promise lo pav," all concerned as makers „,usl be joined in ihe aclion, for il is then a jomt. bul not a joint and several note. An A.ccommodation Note is one lor which no value has been !,mcn by ihe payee to the .naker. In business it is often a matter of convenience or necessity for one man to bor^-ow the name at ol another. I his is done by (,-ivinj; what is called lion note or drafl. Hetwcen the maker and endorser of such there IS no consideratii iind credit .'iL'commodii- ition, and if the endorser pavs the note at matur'iu' he cannot recov er of the maker. • ■ The party w ho accommodates i's never bound to the accommodated parly." Kelween the parties » the Iransaclion the makint; of such a note, or the acceptin,; of such a bill, is a mere loan of credit, desi..„ed to enable the borrower to raise money either in the market, at a bank, or in a particular manner; hut when pven under no restric- tion, but merely lor the accommodation of the drawer or pavee, and 44 f:ssHVriAl.» OK HIMMKH, I 1]. is sen. i,„o ,h.. world, .he holder, if he kuw . bo,,u M. .o„,idcn„ion for It. i« entitled to recover the umo,,,,.. thou^'h he had /ull kno» Ivd.-e Of iho transjii-tiitti. On the other hand, if made lor a spedal purpose, s.uh as ,or diseount at a particular bank, the maker has „o rij-ht to use it in auv other «ay: ,( he does so, it i,s a fraudulent periersion of the paiVr ron, as or,^-inal object and desiK'u, and if the person reeeivi,,^' i, rom hm, knows of , he circumstances and terms of the endorsement he cannot recover on it ajrainst the endorser. LienNotCI. A lien note is one that is ^-iven for some article «h,ch ,s be.ntr purchased, but where the ownership of the article does not pass to the person bnyinj; unril „|| pa>ments have been nii.de. The purchaser, however, has the use of the ,irticle. Receipts or agreements sometimes lake the place of notes Occasionally both ;, lien a^'reement .and a lien note are made This (orm of note is in common use amon,; the a^-ei.ls of manu- tacturersof all kinds of or,^„,s, pianos, sewing- machines, a>,.ricul,„ral implements, machinery, etc. Interen on Nottt. Ihe le^al rate of interest in (.anad.a is .", pc eent, U e h.-ive no usury law. .\ note m.-ule and nothinjj said in it about interest will not draw interest until maluritv, but if not p;,ij at maturity i, will then commence to draw interesl'.it .-. per cent, per annum, .\ note made for a hi^.her rate of interest than .-, per cent It not paid at maturity, will drop to .-. per cent, thereafter. For instance, it a note is drawn bearing, inierest at ,-< per cent., in order 'I'^il It shall continue to draw ,■< per cent, after maturity, the words with interest at « per cent, per annum before and after maturin until paid," must be written in it. .V note drawing' a lower rate than :. per cent., il not paid at maturitv, will draw .•. per cent after •ttaturity, unless otherwise provided in the note. .\nv rate of interest that ,•■ man a^-rees to pay and has written in the note can be collected lompound interest cannot be collected unless it is a^-reed in the contract to pay it. Hook debts dilTer from notes. .\ book debt overdue will not draw terest unless the merchant has it printed on the invoices and bills which he ;.aes with the jfoods that interest will be charfjed after a cerlam date. Then it can be only 5 per cent., unless the debtor is willint; to pay more. Simply haviuK K per cent, or 10 per cent, as the case may be, printed on the invol.e does not make the ch ir-e le^-al, and the debtor may refuse to pav anvthin,; over 5 per cent " iii.M'Ti:k Mil. ENDORSEMENTS. An Endotwmcnt i- ;lll^lhin^' wrilti-n mi tho Kuk ,.| a lu.lf .ir .MhiT a.mim.ru;,! |Mp>.r h;,^ill^- r^.h,eion to llu- p^|vr iK^II. Effects of En. Jisiinii oIK'.is prod, .J b> iho .„d,.,,..iiu.Ml ..f Moj;>.li;,hk. papor. l-irM ,.r prin,:,r> ctlVvt ,s li. InuistiT Iho p^.por from llu' endorser I,, the eiid„rM-,-. The second erteet is lo m,,ke the endorser eondilion.illv liable lor the pav.neni ol the paper. l-.tidorsenient is a eoiilniel hv uhieh the endorser makes hntisell linhle |o the eild..rsee and ever; snbseHuenI holder. Ihe per- son in nhose lav or Ihe endorseme.u is ni.idL is called Hie endorsee Formi of Endoncment. Ihe se\t endi^rsenienl, the most impon.irn oluhieh are I. Mlank [■aidorsenienl -. Full or .Speeial l-.ndorsenient. ■'■ ^iialilied Kndorsenieiit. I. Kestrietive l-.ndorsenient. Ihe proper plaee lo endorse a business p^ about two and a hall' inehes from the enj ivhich slub, or Ihe end nearest ihe left hand %vhen read .1 dillerenl Ion iper I was int; th I'll .. ih. • »i T Mt w It. «ith lit !•■ N. .'■* V W -■>\li 11. A Blank Endoriemtnt is simph the si^fnature ol ihe endorser vvrillenupon the baek of a net;oliable paper. b> vUmh il is made pa.vable. without lurlher endorsement, lo :iny person uho mav sub- seL]uently become its holder. A Full or Special Endorsement is slates, o\er his sii^n.-ttiire. to uhose or wtliLh the endorser ' '^ ' 'vi;-.-;- ;r"v [>aper IS ble. This is the safest form of endotsemenl. and ihe one irener- ' ESSENTIALS OP COMMEm lAL I.AH. ..Nv used in business If „ note havin,- ,. full endorsement were los, no one could collect it hut the endorsee. A Qo»Iificd Endonemait is one in uhich the endorser relieies ....self from responsibilit, for pHvment hv writing over his ,;; t the words •• without recourse to nte." The purpose of a oulied endorsement .s to enable the endorser to transfer Tr sell h s i ' |he_paper w.thout subjecting himself to liabilit, Mr its pavme,;! I^W A Restricfive Endowment is one which restricts the pa,me,„ ol the ncKofable paper to some particular person in such a w-.V th- he could no. transfer it if he wished, and the bill is no lon^e ^oti Hb^. A restr,ct,ve endorsement ma, he made in two wavs The endorser ma, wnte above his signature, '.pav to John VV Smi'h "..l.v or he may restrict it as to plan of payment as well, bv e.'do s z::^.^ '"'" ''■ '■""" -'>■ "• "'^ "«'- """ "- ^'-«^'- o; Specific Eodo««menta. Helow are siven some of the endorse- nents to be wr.tten across the back of a bill for specific purpose rie person endors.n,. a bill may write above his ,,ame the wc'rd: I-or collection onlv." This form is used when sending a bill o Ku,k ,or collecfon. Or he may use the words •• For dil-oun o ^v •• TZ^ ""«■ "' -'- ^^P-i' ""'>••■• i" .he case of dep.:^ln^ Another specific form of endorsement is that intended for iden- .hcat,on. hxample : " /,V//,;™ S„.M isM-r^Sy /„*„/,>rf" writ tn .hove the s.K„a.ure would be an endorsement for Llen.ifica.ion dorr'abl V '"•■ "' '"'"^^ '" the bank without makin,. the tnuorser liable tor payment. iVnr [Vp„sit ) F'lr Deposit oiilv. lo the crcdii af L. I., flAKkls. iKor Identificiitiun) John IlKOHN is \\t're\}y indentrtiud by L. I.. Harris. I h.Tcbv VS,,u,- tl>-iiKind (uiil noticf of protest L. I-. Hahkis. ENDORSEMENTS. ,- no, ,f"'^«-'*» R«^«aWe.-Th. n,er« endorseman, of a bill does no. .ra„»fer .he t.tle ,o „ ; i, „us. . ,, be delivered .o ,he endorsee ^ s H^en. before .he .i.le acually passe, ,o him. An endorsemen may .herelore be wuhdrawn or revoked anv time before deliverv The Endonei'i Contract.^ t\ erv endo . ... w.^.., endorser ai'rees with his en- dorsee. and all subsenuen, holders and endorsees, in ^.ood fai.h' genuine. "'"' "' "'" ""' "" "' "'^"""'"'' ""■"""» '" "'» -". -e -'. That he has a fjood .itie to the bill, •i. Tha. he is competen. to contract. pete,^ to"!!::^:!:."""" """ "'""^"^^ ^^-'"'^ •" ^™-'f -^ -- ■>. That the maker will pay the bill at maturity. 0. That he will pay the bill in case the maker or anv endorser previous to himself fails to pay it. enuorscr VVhere two or more endorsements appear „„ a bill thev are pre- sumed to be made m the order in which they appear, it will be no„ced where two or more endorsements appear on a bill the as «,e endorses on the stren.nh of the .Guarantee of all befo e hi: rhe .,rst endorser takes the entire responsibility of the .Guarantee- he second endorser only ,.,utrantees in ca.se of failure of maker and' th firs endorser, and so on with other endorsers. If .A make a " '/?"V.;' «• » -<<— '"C, and C to .,. and » t^E ,n .ase o A s fadure to pay if E collected it from D, he (D) could collect fr.m, L or B, but if E collected it from B in the firs pace B "ou d not collect from C or anyone who endorsed after him' as „ hen e guaranteed the payment he assumed all responsibilitv, not knowing .' would endorse after him. ' that anvone A Protot. In order to hold the endorsers for pavment on a note or draft tha, has not been paid at maturity, it i.s neces" ,r to have ,t properly protested. A protest is a formal notice us ,1 e t ^■::r:^v:^'' '~"" ' '"'-''"' ^' '->-"- "—dor^itr sutn,g that the note or acceptance was presented for pavment and ha, p,ayment was refused, and .hat the holder looks ,o ,h:. endorse .or paymen, A char»,e of :„> cents for ,he protest and -jr, cen s o each not,ce he sends may be made, ,o,.e.her with the price of pos.a^^c ■*" ' --SENTIALS OF COMMERCIAL LAW, paid on them. This notice is usually sent by a notary public, althou^rh the holder himself may do it, or an oral notice is also leg-al ; but it is always better that it he put in writin(^. If the holder of an endorsed hill, payment of which has been refused at maturity, ncf^lects to have it properly protested and to notify the endorsers, the latter will be discharjjed from liability. Such notice of protest must he made on the day the bill is due, or the day followinj,'. Each endorser is liable to every subsequent endorser, and may look to each preceding? endorser for indemnity, but the security of the holder depends entirely upon havinjf the pro- test made immediately upon dishonor. Many a holder has lost his security by not presenting,' his paper for payment as the law requires. May Waive Protest Kvery endorser of a bill, or drawer of a cheque, has a rij(ht of notice of non-payment or non-acceptance. But a person may jjive up or teaive his ri^ht if he so desires. It must be done in writinjf, and on the back of the paper above his sijfnature, as follows : '* I hereby waive demand, protest and notice ol dishonor." POINTS WORTH REMEMBERING. -'(t). A bill is not invalid by reason that it is not dated. 37. The omission oi the place where a bill is drawn or where it is payable does not invalidate it. ■'iH. Bills and notes bear interest during- currency, only when so stated in them. ."tit. Compound interest cannot be recovered except when an af^'reement to pay it is made. 40. .\n overdue bill or note is outlawed by the Statute of Limi- tations after six years from the last payment made upon principal or interest. 41. In order to render the acceptor of a hill liable it is not necessary to protest it, or that notice of dishonor should be ^'iven him. ^1, In Kscrow means the placing,' of bills or other documents in the hands of a third party in trust, pendinj,' nej^i^otiations, to be deliv- ered afterwards to the proper claimant. 4:1. The Xolinj; of a hill is a le^al proceeding' which, after dis- honor, extends the time for one day lonf^^er before protestinjj. 44. .\ waiver of notice of dishonor may be j;i\en before- the time of (^^ivinjf notice, or afterwards. l-m\T.S WiiKTH KEJrKMBEKlM.. ,,, ,.. i »r»,~, "• ■' ""'" '" "■"-■ "■•■ "■■ -«" ... +". A holder is entitled to knnu- .-,,. tu m H.„.e» due „.,.e,hor U . l^:: ZZl^ "'" '" ''""' ' *"■ Kndorsers are discharired if the h„l,l ., r new debtor i„ ,he place of the maker "' " '"'"^ "''"^■'"^ » *!'• An endorsement written an -m itt.. i, a Hill is deemed to be written on Z ZIh^T """" " '""' "' " accep^anc^' "" """" "^ ^"^"''"'' -^'^ """^ '^ " '» ™ -^U in the ondo^r l^r"'""^"' "^ " """ '^ "---^> '" -"• - -"'-- .i.e •I-. A thinif is deemed to he done in .-.1.1,1 r..;.i u ■ • done honestlv. whether done neK,i,.ent,v or I,' '■"'" "'""= " '^ .u.;:i t:t^t:::::':rt::" "' ■"- ^^ ->■ -— -■■ >..l,.trh::xr:;;r;h::eX'™:-' ™ '-- ^>-'. No person is liable as dr.nver endorser „r hill who has not sifjned it as s„ch '""''"" "' " Heisthi::;:::,:^-:^;^:-;^ --:—"-■-'• ..na;;j;:h:-rrii:^n:::r;ir,::::;--:::-- .■IS partners in that firm. P-^r^ons liable ■-..•*. Where there is a diserepaney between the sum pavible as expressed u, words and also in fi.-ures, the sum denoted bv' h t uld IS the amount payable. • "''rds . prin^ipa^:;:::;::: """ "'''-- '''-'" '^''^ -'-- - ^'^"^-i" .Hos:;yr:,;:^rr'^^ "^'"" '■' " ^'''-- ---p. i^ Jtj,y^,z:::r '■"''■' ^™'^-^'''' '-' ^'''-•'•''-■«'' --^^ «-'. .\ ehattel note is one payable in ^oods or chattels or in anv Ihnts except money. It is not a negotiable instrnment. 50 ESSENTIALS OK I OMMKRt'lAl. LAW. CHAPTKR Xl\'. AGENCY. Agency Defined. A^'lmicv is a lejjal rcljitioiiship founded on !i contract, express or implied, by means of which one party ^jives authority 'o another to do business for him. Me who, heinj; compe- tent to do an act for his own benefit or on his own account, employs another person to do it, is < .d the principal, and he who is thus employed is called the a^ent. The relationship thus created is called an ati'ency. The law of aj,'^'^ncy probably enters into every business enterprise in the world. It is ahiiost impossible to conceive of the idea oi' a person carrying on his business without some assistance. If assistants he employed to represent the principal there is then •stablished the relation of principal and aj,'ent. Agency a Form of Employment. Many of our writers on agency seem unwillin^^ to recoj^ni/e that aj^'ency is a form of employ- ment. Vet in dealinj,^ with the principal's liability for what is done by the ajj-ent they invariably introduce lar^'e selections from the law of master and servant. It is true that " employment '* is a broader term than "ajfency." but in dealinjf with this aspect of the subject we use the term " employment " to mean employment for the purpose . brinjjing- the employer into lejjal relations with a third party. The business of a corporation is entirely conducted by ajjenls. The rules and princi- ples of aj^ency are not numerous nor in themselves complex, but diflficulties often arise in their application which makes the subject quite technical and complicated. Principal Defined.- A principal is one who jfives authority to another to do some act for him. or who adopts the unauthorized acts of another. A employs B as his solicitor. A is a principal and B an ajjcent. Agent Defined.- An Aj^ent is one duly authorized to act on behalf of another, or one whose unauthorized acts have been duly ratified. From this definition it will be observed that whenever one person employs another to represent him, or ratifies the unauthorized act of another, the person so employed, or whose unauthorized acts are ratified, is an agf it. If A. unknown to B, should buy a carload of wheat for B, an- t e latter receive and pay for the same, A would be an ag^ent, because B adopted A's unauthorized act. hv ,«.KMV. -, m,„d m.,. be a pnncpui, unless l.-,horin^- under some lejrai disab A pnne,p,d mus, be able to contn-.c. N,,,,.,. are ,..ner' ,lv ineapa ^ ot appouum^- an a^ent. ;, has, however, been decided ,ha. an Inf-.n, or m,„or may appoin. another ,o do an ac. whieb will be benelieial ,o him, bul not to do an act which will he to his prejudice. Idiots and Lunatics are whollv incapable ol .appoinlin.- ,,n ;,..cm| because they have no capacity to contract. ' ch.ld ol very tender years, may be appointed an a^'enl. . minor may act as an ajrent, because his act is not his ow„ bu, that o. his principal. Therefore if the princip.d have cap.acitv o contract the a^^ent need not have, because the acts perfortned bvthe a^en. are not ,n h,s name or on his account, hut in the name or o„ .icfouiit ot his prmcipjil. How Agent, may be Appointed. .\n a^en, may be appointed cv,.duc., verbally or by a written instrument, sealed or unhealed ,,,., ' "T™ ""■"" ""'-'P'-'' •■'"1 ■•*'-" ori.nna.es in aeon- tract , therefore no one can be n.ade the principal of another without hts eonse,,,. Ne„her can a person beconte the a„ont of anothe without that other's consent, expressed or implied. Appointment by Power of Attorney. When the business .„ he done by the a^ent is of such a nature that he is reqtiired to si.-., notes accept drafts, issue cheques, si,., deeds, mort'-a.^es, eK. o to make any contract for the principal under seal, a formal appo nt- men, under seal, called a power of attorney, is neeessarv. S h power of attorney may be either .General or specific. .\ .^enentl power o. attorney ,.,ves the a,.ent full power to transact all the usual btisi- lu^ss^ the^princpal. A specific power of attorney ,ives autho:. • to do o'.e or more particular acts, and no more. nr,/r*b"5-^°''" "' Attorney. .A power of attornev mav be proved by bein,. executed in presence of a notarv public,' who' will place on the instrument his attestation of the execution. FORM OF POWER OF ATTORNEY. Know all men bv ihkk,! p.kshnts, that 1, DaviJ Hoskins, „r,he cay or Toronto Coumy of York, Province of Ontario, gentlen.^n, do n„n„„,„. cons,,,,,,, ,„d appoint J„. W. Ue.l.rvel,, b,rr,,„er, of ,he KSSHNTIAI.S OV lOMMEHl'IAl. I.A« . same place, my Iruo and lawful altorncy for me, in my name and on my behalf, lo granl. b»r|faln and sell all my real estate situate in said city of Toronto, and in my name lo exectile, acknowledge and deliver good and sufficient deeds of conveyance of the same, with or without covenants of warranty ; also to collect, demand and receive the several amounts as they fall due upon the coupons of my railway stocks and bonds. And for all and every of the said purposes above mentioned, I do hereby give and grant unto the said Jas. W. Westervell full and abso- lute power and authority to do and execute all acts, matters and things necessary to be done for the full and proper carrying out of all said matters entrusted to him, and d6 hereby ratify and confirm and allow all and whatsoever the said Jas. Weslervelt shall lawfully do by virtue thereof. In witness whereof I have set my hand and seal this 3lst day o, December, imi. David Hoskins. I, I Signed, sualed and delivered | in presence of Wm. Br.'OKS, Sub-Agents tire those who iiet under other agents, for ex:tmple .\ appoints B his a);ent to do certain acts, B may appoint C to do some of them for him. The a(,'ent is principal to the stib-a^ent, and is jjoverned by just the same rules of principal iind at;ent as exist between .A and B. If the sub-aKent acts frtiudulently the ajfent .suffers. .\ii a>;eiiey is also often implied from the course of business ; as for instance, a son who sells k^mmI^ in his father's store, or receives paytiient of bills due him « ith his knowledfre and w ithout objection, is the ajtent of the lather, and may bind him in subsequent transac- tions of the same nature. Liability ol Principal. I'nder the contract of auency the prinei pal becomes liable In two w:iys : 1^ la / I'nder the contract. (bl l-'orthe wron);lul acts of th. parties lor me acts oi u,c , afienl (called torts), attenl. Id Bv the subsequent ratilicatioii of an unauthorized act. He is liable to the a|;ent lor the fulfilment of his agreement. AtiKM ^^ ».1 L.»Mfty of P«nclpal to Third Partits. \\hcn u„ „j,ont a.,s w,.h,n the l,m„s or his uulhomy, the prindp.l is li,,h . ,., ,hird per- .s"n«, the same as though he transaeled the business himself If the iMfent violates the instructions ^iven by the prineipal, the person with whom he ,s dealing. bein«: i^atoraty of ,he faet. or if the a^a-nl makes a fraudulent representation, the prineipal will be held liable. The prme.ple o. the law ,s that " when one of two innoeent persons nu,s, suffer, the one sho.dd sustain the loss who has ptit i, in the power of he wroMjr-doer to comn,it the wron^'," but in ease.s of special a^vncv the a^ent could not bind his principal to exceed his special authoritv'. In certain cases the principal is liable for the torts committed by h,s ;4,.ent. Tort is the law term for wronjr doiuf,. or injure, or a tort ,s an act committed wronfffully. and imparling' to anolhe'r some ".Ji.ry e,ther d.reCly or indirectly. ,f an agent is pursuing- the busi. nes, of h,s atrency and by his ne^^li^'ence or unskilfulness injures another, the principal and not the a^ent is liable; for instance, sup- pose you are riding on an express train Iron, .Montreal to Toronto rushing along with a speed that rivals the wind ; a careless engineer ha.s his engine standing upon the track of your train, when it ought to have been somewhere else ; you go crashing ii„o it, there is a wreck, and you are pulled from the debris onlv to find vourself a cripple lor life. What do you do ? Itring action for damages against the engineer, who is the agent of the railroad companv, or do vou sa> to the company itself, •• 1 have been injured through the careless, ness of your agent, and to you I look for damages:-" The companv IS responsiblo. Should the act of the agent he wilful, ,he agent, and not the principal is liable ; to illustrate, 1 am passing along the street in mv carnage and your servant wilfully drives against me, the servant alone is liable. But bad the act been one of carelessness, the principal would be liable. ■ I Rat^ive him, and the principal has also a rijjht to expect that the aj^ent will follow such custom, in cases of extreme necessity the ajfent ma}' be excused for diso- bedience of orders ; neither is he bound to obey when told to do an iUe^'iil or immoral act. An ajfent is bound to use in the affairs of his principal alt the care and skill which a reasonable man would use in his own, and he is also bound to the utmost j^ood faith, for an ajfency implies personal confidence in the a^ent. Liability of Agent to Third Parties* — An a^ent must transact all business in the name of his principal, or he will be personally liable ; but if he should describe himself as aj^ent for some unnamed principal, he is not liable unless he is proved to he the real principal. When a person has authority, as ag^ent. to draw, accept or endorse a bill for another, he should do it in such a manner as to show that it is the act of his principal ; as by si^ninjf it A. B. by C. D., his ajjent. The mere fact that a person acts as clerk to a merchant does not authorize him to sign notes or cheques in the name of his emplover. The custom of business men is to sign the name of the principal first, and then immediately under it add "PerC.D., Aj^ent." In other words he should sign so that it will appear to be the act of his principal. Should the agent sign his own name as endnrser, drawer or acceptor, he will be personally liable unless he use some restrictive or qualifying words. Again, if an agent deposits in his ™:;«:^:;p:;-rz;:\-::;:,-:.::;: s the aianinl to tho prindpal. ir.iiiMir An .-.(.'ciit must kcL'p ;i„ cx;iLt ac.inini ,,)■ .,]| u: , and n„,s, a-nd.. the samo to hi» princi;.! '™--"on.. TlK-atfont must not mix his propcrli will, ih.r „|- fl ■ ■ , 2- ....... it impossihie to uisi^n^ish j"\::: ai:z"'Tt docs so the .nl.rc. properly will belong,, lo ih. prindn, • 1„ I some or our courts have decided lh-,l uhcr. "^ '"''"' ' -''"'""Kh - ■ '"^ -- "ind and ^uam , ^ ',:tia ^ 'iZ:^ ^/ff etc.. each p,..y may la.c the ,uan,i,y helon^ini;;.';;:!: '' "'""' -.^"^:r^t!!:^^';^e;;t;r:::,T"''' ^^ -- '^^" centa,e on the sales, c:,.^::Z:Zr XZ^JT" '"^■ of the ^-oods to he sold; and is hound to 1,^::, i '^T""'"" ere of them, s,,cH a. he would ta.e of his:;w;;p o r^ ^'a ^^ jtture. In ,he sale of ,-oods, the commission mcrch u t o Id "hserve the u.s.ructi-ns of his principal = hut when he ^^i^e ' zz:r;;.r' "'- ''" "'"""• ^^"' "- ^-— ^ -■ ^ It is a common practice for commission merchants to advance .is^ons. .lien on persona, ^r^]::!' Z:T::: ^t^^ - ;::^:::::iz '':j::ir"%r "^- "^^ --^^ '-- • no lien upon them. 56 ESSKN'TIAI.S OV lOMMI Hfl.M. LAW. Model in which the Authority Mat be Terminated.— The- contract of aj^ency. like all other contracts, may be dissolved or terminated by the act of one or by the mutual consent of both of the parties to it. It may also be terminated by the performance of it ; or it may be terminated by operation of law. These causes of termination may be classiHed as follows : fii ) By the orijfinal ajjreement. bv I. Performance of the object of the ajjency. by '2. Kfflux of time, or by •1. The operation of any provisions for terminating' the contract before complete performance. (bi By the parties by act subsequent to the orijjinal af,'reemenl, by 1. The principal by revocation of authority, or by ■J. The a^'ent by renunciation of the ajfency, or bv ■"(. Both parties by mutual consent. (c } By t'peration of law on the 1. Heath, ■_*. Bankruptcy, or ■"f. Insanity Of either principal or ajfent ; or by 4. The destruction. ^t, lllejfality, or <). The takinj; (by paramount authority) Of the subject matter of the ajjencv. Performance of the Object of the Agency. The a^^reement when made is executory. When the a^-ent has done the work or carried out the business committed to him the contract is executed so far as he is concerned, and when after that the principal has paid or compensated the ajjent, nothinf^ more remains to be done on either side and the employment has terminated. Effluxion of Ti.««- — If a salesman is enj^a^ed for one year, the contract is terminated when the year expires. The emplovment may continue, but it will be then under a new contract express or implied. Pfovisiofu for Terminating the Contract. If in the contract of hirinjf it is 'Stipulated that it may be terminated on certain notice, ■ ti or in a certain event, the Riving, of the notice (for the tin, upon), or the happening, of the eve,,., as h Ta e n rK'""""' terminate the ajr'nev ''•' *^' »'" uhere the cont.nuanee of the anthorit, i. „....,„,, .„ .^J:r ; " «''i^ e heen ^^r.orme^ Z X IC rl^^T"" """'"'-'' ^.^^n^te^r^'c:^— ^^^ HEiES:— ^"=^=:^^^ act >^::t:::j:::;^z::::r''' "- ""'—' "' -^ - In.»nity.--lf the insanity is of the principal i, mu t h f .r.at a Ue^ree that the principal couid .a^.e nrcJnrracTa^u'^H:!,: 1 • ' I i M BSSKNTIAI.H OK i'OMMKItilAI. I..\\\ . thi«t point is not settled) it must hiiv*.- corm- to the knowlod^t.' of thv third person. The insanity of an a^'cnt WiXilJ ■neem to eonslilutc a natural as wvll as a necessary revocation of his authority. Destruction of Subject Matter. If the a^^ent is employed to rent H house and the house is destroyed by tire, there is obviously an end of the agency. UlcgalHy*- If the enipliyment i» wl^ich the a^'eril is to eii^jajfe is illeffal, the intended contract o" i^r'ncy is \old. If ille|;ality occurs alter the makinjf of the contract, it operates as a dissolution of the contract. raramount Authority. If the subject matter of the a(,'ency is taken by ; atnoun'. authority out of the power or authority of the principal, there is an end to the authority. Thus a power of attorney from 'he owner of property to collect rents would he of no etTecl if li' ,>roperty was sold under power of sale or foreclo-^ed bv a mort- *;■',;*■*«. or expropriated by authority oi' some Act of Parliament. (.HAITKR XV. PARTNERSHIP. A Partnership is the result of a voluntary contract between two or more competent persons to contribute their money, labor, or skill or all of them in some lawful business, the profits and losses from which are to be divided in certain proportions. .\ partnership may exist for a sin^'le transaction or enterprise as well as for a continuous business, for instance, .\ and B may form a partnership to build a hridfife, or to buy a certain bankrupt stock and sell it, the partnership ceasinjf when the particular work is completed ; or a partnership may be continued for an unlimited tinu-. How CreatCilL The partnership relation is the result of a con- tract which may oe verbal, or written, or written and under seal. Sometimes persons h.- . ■ been made liable as partners who have not agreed to become such, i nt h- -ause they have acted as partners oward ,h,rd persons ,„. la« h,.» implied a partnership r.l.„i>,„ Mk;,, so .r„.,od „ ,s said >o he a p u-rship h, l„,p,i.„i ',, ,.», ' n^.s , ».n K. seen ,„a. .he eo„...e, .,va.,„« ,he ^ , p „ ' l^-.. I. Wrilien : :;. Oral : .i. Implied. en,erIi"T "'"l"" """" """""' '''' '-•-- '"• --"■ '". nl.rprpse be s„„ple or compliealed. or .he time ol" eo,„i„„„„ee be ' "« or short, ,, ,s advisable, and prohablv ,„os, adva„,at,-eous ,o .11 eoneerned tha, ,hc a»rree„,e„. be reduced ,o wri.i,,^. H, ,., Uo,n,- , ere w,ll be less liabili,, of misu„ders,andi„,- and dispu.es When ,he eon.rae, is reduced ,o „ri,in,. ,.rea, eare should e ' ! c.sed to see that all the terms are full, and elearlv expressed The I artiKTship Deed. ' in.- ^'^t ' ''■'"r""''' '""'"' '• ^'""'^•" ''''"'■' '- j-i - f-j- mn as ,f .hose words were reduced i„ writing,. Hu, the diHict.ltv of provm,. what the terms of ,he aKreement are. in case of a dispute .s an entirely different 4uestion, belon^'inK L' the law of e> idencc' which It IS no. our purpose to consider. Implication. Persons often en^-aKe in an enterprise without ."cndin, to.orn, a p .ership, but, nevertheless, are'partners h.ihle to third persons as such, because thev led third person, to believe they were jointly interested in the prosecution of the business and. havinjr secured credit in that maimer, the," will not be permitted .o deny that they are partners. Suppose .A and K a«ree to coiitri hu.e each a sum ol money for the purchase of a lot of ^-oods, which and before the division, they are joint owners thereof, aitl no partners. But if, instead of dividing,, they sell them and divide .h o;";;,:;r" "-' ''-" ''"™-^ ""--- "--- - - p-^^^-'-^™ Tht Trot Tcit. .\n atfreement to share losses as well as prohts IS necessarily a partnership, and a party who has made such an agreement cannot be allowed to ,av that he did not intend a part- .K-rship, with Its ordinary le.-al conseMtiences. .X, havin,- been a sh,,ie ol he prohts and to hear the losses in the proportion of one- fifth to A and lour-hfths to B. .A alleKed tha, the a.-reemen, was one o. p,irtnership, i.i,d claimed u dissolution and an account of assets I] 60 ESSENTIAI-S OK lOMMERllAI. LAW. B denied the partnetship, and allcj^ed that A was only manajjer. It was held that the aj^reement created the partnership relation, because there was an ajfreement to share the losses as well as jfains, and that A had a ri^ht to demand a dissolution and sale of the assets of the partnership. An af^reement to receive as compensation for services a portion of the net profits of a business, or a commission or percent- ajfe thereon in lieu of salary, will not make the recipient a partner. Thus, if A made a contract with B, a dry (,'oods merchant, whereby the former was to take char^'e of the latter's store and to receive one- fourth of the profits as a compensation for his services, it would not constitute A and B partners. Distribution of Profits. It is not essential that the partners should share profits equally or in proportion to investment. Thev may share them in any proportion that they ajfree upon, if no pro- portion has bfcn fixed, the law requires that they shall be divided equally. Other Names. A partnership is sometimes referred to as a house, a co-partnership, but more common./ as a firm. Partnership may be jjeneral or special. When the persons composing; the partnership are referred to individually each one is called a partner. Who may be s. Competent Partner. .Any person capable of maklnp a lej^al contract is competent to become a partner. Kinds of Partners- Accordinjjto the nature of their ajjreement, partners are divided as follows : 1. (.ieneral partners. L'. Special partners. A General Partner is one who is known to the public as a partner. He ^-enerally appears at the place of business, and takes an active interest in the conduct of its affairs. He is represented in the firm name by havinjj his name appear in it, and in everv way advertises himself i's a partner, //e is liable to the crfdi/orx to the amount of his investment^ and to the extent of hi^ private estate as li'i-ll. A Special Partnerr also known as a limited partner, is one who limits his liability to a sum not less than the amount of his invest- ment. He must be k-'^^'vn as a special partner, and the ajjreement PAHTNKKSIIII', «l as U. his limited liability must be written in the articles of eo-purtner- sh,p when the partnership is lormed, and be so reK'is.ered whi .h TT "■'""'""■ ""•■ >""•' "'■ *"'" i"vcs,nu.nt or do anvthintr whieh will depreciate his original capital " *• The facility with which a limited liabilitv compan, mav now be ormed under various Acts has rendered the fornLion Zte^ partnerships to a lar^a- extent obsolete. There are so m,,,, :•'-'' '<^'> P-."- may become liable ."a ^^J^^l" 1 -'I '" he would n.n become liable as a shareholder ^T^^T^^;: .s obvtous that mcorpora.ion is a pref ,ble proceeding. E««n,i,b of a Li^,,j Partncr:>hip. . To constitute a limited partnership the following- essentials must be observed • is unlimii^l;:" ""'" '" " ''""'' "-'"" - P— ^ "hose liability capital in^r'^" ''■'"""'' ■-" ™''^ "'" "'"-iHutions to the the ^..:i";:z. "' "" '""•""''"' "'"'^' ""• --'" "- -- ."■ cier^of ^:':^!:rc^i:::;rr ^.z:'::::^;; ;; '''""- -^ -^^ or badness is situated, and the pa^::::;h; I-H^; rb:dZ: !!t formed, so as to limit the liability, until the lilin,. has lakrplace ■>. The certihcate must contain no false statement «■ The business of the partnership mav be for the Irans-.ction t irT ■■ ""''"'""'''■ '-""■•^--i"^ or the like b^ : r b, ...d, not consist „, banking the workin, of railways, iZ, '■ There must be no alterations in the names of il, .he4i::r;Zr"'"""'''"^""^- — be removed om of "■ The special partners must not .ransacl anv business on ."the absence of the K-eneral partners. ' """^ '"•" P^'^Pose even HI. The partnership must terminil,- at .1, .■ the certihcate unle.s renLd by ..„;:: J Z^--'^ ^ '" KSSE.VTIALS OF COM.MERCIAI. LAW. II. The failiirt? to observe ;in_ 'iie of the forej,'oin^ will make the special partner liable as a jjeneral partner. CERTinCAT? OF SPECIAL OR LIMITED PARTNERSHIP. We, the utidersij^iied, do hereby (Certify that we have entered into co cannot limit their responsibility to outside parlies, except, of course, as limited partners. Admiision of New Partner. No person can be admitted into a firm without the tree and full consent of every member. Partner- ship is a contract, and the principal element of eiery contract is consent. The Finn Name may be just what the partners choose, and all contracts, notes, cheques, drafts, etc., should be made out in the firm name. The firm must sue or be sued by their firm name. The Undertaking. The business of the firm mav be any honest, lawful business; the manner in which it shall be conducted is a matter of ajfreement, and may be retjulated at the pleasure of the parties. Articles of Partnership. A partnership aifreement usually con- tains clauses coverinj,^ the followinjf points : 1. The description of the parties and the firm name. -'. The nature of the business and the place where it is to be carried on. 3. The investment M each partner, and the mode of dividinjj profits. +. The date of commencement and duration of the partnership, •'i. Limitations <•• powers of partners, and their duties to one another, fi. Provisions lor keepini; accounts, and settlement of partner- ship affairs. 7. Provisions for dissolution and final adjustment. H. Provisions for settlement in case of the death or incapacity of a partner. i*. Provisions for si^nin^^ the firm's name. Besides these there are various other provisions which mit.'ht be profitably incorporated info a partnership contract, such as that none of the partners should be a candidate for a municipal office, or an active :>M 64 ESSENTIALS OV COMMERtTAI, 1,A\V. poIitk-;ii piirti/an, without the consent of the firm ; that no partner shiiiild eiitlorse, accept paper, or sijjn notes i'-tr others, or become bail or security for any person without consent of the firm ; or that none of them should en^rajje in any other business that would require investment, and thus possibly incur loss. Partnenhip Bilk and Notes.— A partner in a iradinjf firm has prima facie authority to bind the firm by making', drawinjf, endorsinjr or acceptiiiff commercial paper in the firm name for partnership pur- poses. But if he jfives such paper for his private debt, or in a transaction outside the scope oK the part'iership business without the authoritv of his co-partners, the firm is not S'lmd to any holder with notice. In favor of a bona fide holder to; value, however, the firm is absolutely bound by an a^ iptance in the name of the firm, althoujjh the partner who accepted had no authority to do so, and his doinj^ so was fraudulent. A partner in a non-tradinjj firm has no implied authority to hind the firm by si^minK^ commercial paper, and it rests with I'le holder to show a special luithority express or implied. How far this rule applies to cheques may not be certain, but the question of a partner's authority to draw them can seldom arise where the funds of the firm are deposited with the assent oi all the partners. The person wlio, in ^'ood faith, receives a hill or note by endorse- ment from one of several partners, is not bound to apply to each o\ the others to ascertain if he assented to such endorsement. In the absence of all fraud on the part of the endorsee, the act will bind the firm ; nor is the fact chanj^ed because the partner makinj^ the endorsement overstepped the authority ^iven him in the articles ot co-partnership, unless the endorsee knew that the san e was done in fraud oi the firm. If he knew this he could not hold the other partners. Signing as Surety. The rule is f^eneral that \y\\c member of a partnership cannot bind his co-partners by sijjfninj; notes or acceptinf^ o- .[idorsinj^ bills, in the firm name as surety, or for the accommo- aation of others. The law does not presume the lending; of notes and makinj; accommodation endorsements to be within the scope ot ordinarv partnership. It is the contract of tlie partner, not of the firm. Trading and Non-Trading Firms. A distinction is ^--enerally recojjnized between tradiPLT and non-tradinj^^ partnerships, particularly I'AKTNKKSHII'. f..-) \iith respect to the power of one p:irlner to bind the lirm hv horroM- iiii,' money iiiid issuinj; commercial paper. All firms en(,'at,'ed in buyin;,' and sollint; as a business, whether at wholesale or retail, are tradinj; partnerships. Hut solicitors, physicians, tarmers, .md usually those en>,'aj,'ed in a sini;le enterprise, are non-traders. Hut even in the case of non-traders one partner may be expressly authorized to borrow money, or sifjn notes, or such power m.iy he conferred by implication from a course of dealins,', or there ma.i be a ratification'. Profits PaW as Salary. It is not unusual to jtive a chief clerk or book-keeper a perceula),'e of the profits of .a business as a salary. This is the onl> instance where a person ma> sh.-ire the profits ofa business without beinff liable as a partner, but in order to clearly protect himself from liability for the firm's debts he should have ii ilefinite contract to that effect. Regatration of Parfnersliip. In accordance with the Revised Statutes of Ontario, every partnership must he duly refjistered at the County Retfistrv office in the coiuitv in which the business is con- ducted. The StaliUe provides : I. That a declaration setting,' forth all the names of the part- ners, the firm-name, etc., be re^ristered in the founty Refjistry office, v.'here the firm's business is to be carried on. -. That any individual who wishes to add "& Civ." to his name, or to use any special name other than his own, must rcfjisler a declaration to that effect. .'1. Such re^'istration must be made within six months after the formation of the partnership. ■1. In case of neijlect to re«:ister a declaration of partnership the firm will be subject to a fine of SlOn, half of which ■ Crown and the other half to the informatit. I ^'o to 111 Form of Registration. The followinjf is .1 form of partnership declaration for refiisteriiif; in the County Ref,'istrv offic. ance with the Revised Statutes of Ontariv^ ce ni comph- Province of Ontario, 1 County of Wentworth. i We, John H. Brown, \Vm. Henderson and Henrv Smilh, of the Cily of Hamilton, in 'he County of Wentworth, Province of Ontario, do her.'hy certify : KSSKNTrALS OK lOMMKKCIAL LAW. 1. Tlmt we liHve carried on and intend to carry on a jfeneral wholesale and retail drug buainesH, under ine name a* ' *'i-m of Brown, Henderson, A Co. 2. Thai llie partnership has subsisted since the 1st day of Septem- ber, mn. •t. That we are and have been sin< of the said jiartnership. Witness our hands this 1st day of October, A. P. IfHVi. c the said date the only members (John H. Brown, -jWii.i.iAM Hknderson, (henrv Smith. Authority of each Partner. -The authority that the law jrixcs to viuh nioiiiher of a firm is very jjreat. Each member is a f^cneral aj,'ciit of the entire tirm and he may bind the tirm in any transaction that he makes witliin the scope of the Hrm's business. He may borrow, loan, make promissory notes, endorse, make an assif^imient and may sell the whole stock of the business. He cannot, however, bind the firm to a ^'uarantee, or cannot bind it by jjivinj,' the firm's note in payment of his own persona! debts unless he he ^'iven authority to do so, or tnilcss the act is afterwards ratified by the firm. Partners cannot sue the tirm or one another tor an adjustment of tiicir partnership afTairs. Such an act on the part of a partner would in reality be siiinj; himself, as the firm does not exist without him. It would also have the efTect of dissoK in^ the partnership. .A partner, however, can sue his co-partner for money advanced before the part- nership was formed, althoui,'^h the money was loaned for the purpose of forminj;^ the partnership. Liability in Case of Insolvency.— In case a partnership becomes insolvent, the entire partnership property would be taken first to satisfy the firm's debts. If a portion of the debts remained unsatis- fied, the private property of the partners would (subject to the priority of pri\ate creditors) be taken until the debts were fully satisfied, if enough could be found to satisfy them; if not it would appl> upon them. The exception to this is in the case of a limited or special partner whose liability would be no ^'reater than the capital he invested. Dissolution. A partnership may be dissolved in any one of the tollowiii)^ ways : 1. .\t any time by the mutual consent of the partners. ■2. By expiration of the time for which the partnership was formed. IMHTNERSHII*. -i. Ry completion ot" the business for which it was tornied. t. By sale of a partner's interest. •^. By death or incapacity of a partner unless provided t'ov b\ the articles of co-partnership. It. The bankruptcy of a partner. 7. Bv decree of court. Disiolution by Mutual Consent. Of .■ourse the parin by mutual afrreemenl dissolve the partnership at any time, even thou(;h they may have made a contract for a definite period. It must be with the consent of all the partners and if the partnership contract Is under seal, the a>;reement for dissolution should also be under se.il. By Expiration of Time. When the partnership has been lornied for a definite period (such as one year, two years, live years, etc.), and that time has elapsed, the partnership stands dissolved. By Completion of the Work. If a partnership h.is been formed for a certain purpose and that end is realized, the partnership ceases, so far as the partners are concerned. Thus where .A and B form a partnership to build a bridf,'e, the partnership is completed as soon as the bridjfe is completed. Sale of a Partner's Interest. When one partner assi^rns or sells his interest, it dissolves the partnership, and the purchaser cannot hecoine a member of the partnership. The ride seems to be that a .partner may sell his interest in the business at any time. But if he has entered into the partnership for a certain period and that period has not elapsed, he may be held liable to the other partners for sellinff his interest, which really amounts to a breach of his contract with the partners. Death of a Partner. The death of any partJier of a firm at once dissolves the partnership, and the heirs of the deceased do not become partners. It is competent, however, for the parties to \ary this ffeneral result of law by an express aureemenl thai the death of one shall not operate as a dissolution. The same is true in case of insanity, etc., of a partiier. Bankruptcy. .\s soon as one of the partners of a firm has been declared a bankrupt, the partnership is dissolved. This is true because all the property of the bankrupt fjoes .at once into the hands of the assignee. fi8 HSMINTIAl.s t>K HniMKKir,\[. LAW. Decree of Court.- There arc coiiJitions or L'irL'umstaiU'L-s which, within IhcinscUcs, do not dissolve a partnership, but may he siilVi- cient cause for a court lo decree or dechire it dissoKed when the coinphiint is made by one or more of the partners who desire it dissoKed. This may he done for the benefit of one member and ajjainst the desire of the rest. Thus, the insanity of a parttier does not In itself dissolve the partnership, but is sufficient j^Tound for dis- solution by a court. It may also be dissoKed by judicial decree when it appears that the business is impracticable, or that it is founded upon wronj; principles ; as, where a partnership was for manufacturing steel by a new invention and it was found after trial to be impracticable. If there be j,''ross misconduct of a partner, or abuse of i^ood taith between them, the partnership max' be declared dissoKed. Rights and Powers of Partners after Dissolution. In case of dissolution, occasioned by death, bankruptcy or by law, the power of one partner to bind the firm ceases ; he could not now renew a partnership note, nor accept a draft drawn on the firm so as to bind it ; he can impose no new obli^'ation ; the partnership ha> ended. But he can collect and receive payments due the firm, and adjust and liquidate accounts. The ordinary rule is that upon the disst>lution of a parnership by death, the surviving; partners are entitled lo close up the affairs ol the firm. Winding up Business. In settlin},-- up the affairs of a fim each partner, unless there is some ajjreement to the contrary, has the rijfht to collect and receive moneys due the firm, lo f^ive receipts for the same and to adjust unsettled accoimts. But no partner has a rif^ht to any share in the parUiership propert> , until the debts of the business are first settled. Then he can claim his share oi' the remain- ing; partnership funds. i Notice of Dissolution.— I'pon the dissolution of a partnership or the withdrawal of an\ i" the partners, public notice must be ^iven. This notice is necessary to protect the retiring partner or partners from continued responsibility ; it should be (jfiven to all persons deal- inj^ rejfularly with the firm, either verbally, or by letter or circular sent by mail. Notice should also be ^iven in the newspapers of the locality in which the business has been carried on, as well as in the jt>r\r sTiHK n>Mi'.\\ri>. l\'.t Oti/iirio Giiavftv vvht'ii tho business lias be'cii Ihc t.tMi(iiii.-d to Ontjirio ; in he ease of lirms whoso business has exteiiJeJ to the other I'roi inees notlee should he (,'i\en in the Citiiiila Cintll,-. LUbniticj of a Retiring Partner. W hen a panner retires Iron, a hrm his liability to outside parties does not neeessarilv eease. He is still liable lor all debts eontraeled by the llrm while he «a, a member of it. He should therefore see that all the debts are fully paid, unless the ereditor agrees to aeeepl the new linn for the debt and thus release him. Regi.ttation ol Notice of Disiolotion. .\ relirin^ partner in order to protect himself from the future liabilities of a firm must in addition to the i.otiecs and advertisements already mentioned repster a declaration of the dissolution at the County Re(;istr> Office. DECL^RATION OF DISSOLUTION OF PARTNERSHIP. Province of Ontario, County of Middlesex. I. Charles R. .McCiIIoukI.. formerly a memlier of the firm carrym,? on hnsines, as Publishers at London, In the Counlv of Middlesov, nndcr the style of Weslervell i.MeCullouKh. do herebv certify ihal the said p.rlnership was on the Thirty-lirsfday of IVcember, IWf), dissolved. Witness my hand, at London, the Fifth .lay of January, ll«(3. Cn,\Ri.Ks R. .\hCit.i.ocriition of a joint stock i-ompiuij mm be utTcttcd ftthiT miller Dominion or Provinciiil k>t;isIjition. I'lidcr Dvininion Icffislation it may be either by special Act of Pailiament i>r by Letters Patent under "The fompanies Act." Hanking,', rail\va\ , lelej,'raph, telcphotic and insurance companies must be incorporated by special act, as the p^iwcrs they -eek are sn extensive that special le(,nslation is necessary to delerrninc their limit. I'nder Oni.irio Ic^'islation incorporation is secured under " The Ontario Companies Act " or by special act. Those desirous of obtaining' a thoroujih and complete exposition of either or both ^^t' these Acts, toj;ether with forms for orjjaniziii^" companies and keep- ing; their accounts, should obtain a copy of " Hook-keepinj,' for JiMnt Stock Ci-mpanies," by I)a\ id Hoskins, Chartered .Accountani . Toronto. How Created. —Ji'int stock companies are the creation of a let,'islative body, and the body that j;ives them power to do buslnes> likewise makes laws for their jfowrnment. The followinj^- is a short summary of such laws as they affect Joint Stock Companies in Canada : There must be at least fi\ e members before they can become incorporated. The officers at the hejfinninj;- are called provisional directors. When the orj^anization is complete rej^jular officers are appointed. Officers should be elected onciii a year at a jjeneral meetirif,' of shareholders. .\ ^'eneral statement of the company's aftairs should be sub- mitted to the shareliolders once a year at least. The company must report to the Ciovemment that iticorjr.^'-ated it at least once a year, and oftener if required. The Advantages of Incorporation are many, the following; oi which are chief : 1. The business can he conducted on a much more extensive scale, as manv more people can he interested in it than could in an ordinary partnership. 1*. The liability of shareholders is limited to the amount of stock thev hold, an advanta^je of threat consideration when compared with the dangers of partnership. JOtXr SUHK lOMI'AMIs. 71 ■t. ^•^ ownership in the busiiK's-. is norc easily trjitistcrreil than in a partnership. Paid up sttu'k may bi >>i>IJ at am time. 1. A business under torporaie powers pi»sses es an elenieiil of permanency not Unind in an iiidixidual or partnership husiiiess. The death ol' any of the slockhoU ,s docs not eall tor a dissolution, as it would in a partnership, hut the heirs sueeeed to the shares and the business is unehanj^'ed. "i. Kmployecs can he more reuiiily interested in the business, and their services thus rendered more valuable and permanent. How to Form 4 G>mpany.— The first thin^,' to be done is to open the Stock Hook, in which the subscribers enter their names lor the number ot shares they wish to take. It' the proposed company is of such a nature as to require coit- stderable advertising^ in order to create interest enough U> sell the stoik. then a prospectus would be issued first of all, setlinj,' forth tile name of the conipanv . where it is to b^. located, amount oi' capital, the number of shares into which it is to be ili\ided, etc. I'nder the Dominii-n .\ct. when one-half of the propt>sed amount of stock has been subscribed, and ten per cent, thereof paid in, appli- cation may be made fi>r Letters Patent to the Honorable the Secretarv of Slate, Ottawa. If under Provincial lej^islation no fixed amoinit has nccessarilv to be subscribed or paid in, althou(,'h ten per cent, of the subscribed capital is expected to be paid in. Application for an Ontario charter shoidd be made to tht Honorable the Provincial Secretary, Toronto. The Petition. About the first thinj; done, either by the solicitor or any person who may be doinj; the official correspondence, is to write to the Pro\ iiicial or Hominion Secretary concerninj; the formaliiMi of the company, who will forward the necessary instruc- tions ani..' also a blank petition for the si^'natiires of the applicants. This petition is duly filled out according' to the instructions and for warded to the ''roxincial or Domiiiion Secretarv, as the case m. he, accompanied by the necessary fees, affidavits, etc. Notice will be j;iven in the official Guseffe of the issue oi Letters Patent, when the parties named tljcrein and their successors become a body corporate and politic by the name mentioned in the same. Name* -The n.-ime of the company must not be the same, or even similar to that of any other company, whether incorporated or BoArd ol Dirccton. I'lu- Jiruttor-* arc jippointcJ by vote of tlu- sUH-khoKlcrs cath xvar. aiul tho Jircitors ha\c the whole maiia^v nicnt ot the businc» during' iht-ir tL-rm. Boolci to be Kept. The law requires L-crtain books to be kepi, ^'iviii)^ the name-* ot the stoekhoUler-* and the shaf-e- owned by eaeh. the amounts paid in o\^ stock, the names and addresses of the dire<.- It'rs. The bt>oks are always lo be open t\»r inspeetion by creditors or shareholders. Unpaid Stock Stock that has been subserihed tor but not paid up stands as a eontin^'ent resource, and is a security to the public. as it may be called in ai any time lo meet the liitbllities of the com- pany. Liinftcd Liability- In stock companies a shareholder is on1> liable to creditors to the anuumt of stock he has subscribed for. If this has been paid up he is not liable to creditors fi^r anything' in case of bankruptcy k>\' the i.ompaiiy. Double Liability applies only to chartered banks, A stockholder hi a chartered bank is liable to creditors for ilouble the amount of slock he subscribes for. If his subscribed stock has alt heen paid up. and the bank fails, he is liable to be called upon for just that much more. If it has not all been paid up, he will ha\e to pay the balance owlnjT, and then another sum of sjmie amoimt as the par \aliie of stock subscribed for. Transfer of Stock. Shares in a stock company are personal property, and may f,'enerally be sold or transferred if they have been fully paid up ; if not fully paid up, the consent of the directors is necessary. Occasionally, however, stock is subseribed for on the distinct undorstandinf,' that it cannot be transferred without the con- sent of a maiority of the directors. Dividends can c*nly be paid out of the profits. If there has not been a profit over the riinnin); expenses, no dividend can be declared, for if the ollicers were to declare a dividend out of the capital, they woidd make themselves personally liable in case the company went int'.i liquidation. lAMMOkri \\i> rKN.wr. 73 The Word "Limited** nui«.l W artixcJ to tin- compmiv ■.iyn on the •rout i't llii- huikliiiK, aiiJ hIu'ik-vct ihc iiiinu' of the ^'oiiipaiiy appcitrs III iiU\».'rlist,'mLMit>*, i-otitriitls. letter hciij-t, aciMunts, olf. It' this \h not Jonc the t\'inpiuiy l-* liable to a pi-nalt) oC S'J't per Ja\ It^r every day il i** ilcj^'lected. Thi?. word " Limited" is intended to indieate to the puhlie thai ihey are dealin^' wirh a company \vlit>se members are linnled in their pk'r-.onal tiabilit\ t ' )u .\ienl prii\ided tor in the .Vt. LANDLORD AND I ENANT Contract of Tenancy- — The ownu > iii.isi.-s .md I. lnd^i^ called the Landlord, and the person to whom he tyrants the use of them, for a specified time for a consideration called Rent, is the Tenatil. In law the landlord is known as the Lessor and the tenant as the Lessee. Any person who can make a valid contract, can make a valid Lease, which is the name (ifiven to the contract between the landlord and the tenant. Tenants- — There are three classes. 1st. Kor life. I'nd, For a definite time. 3rd. At will. A Lease may be either oral or written, or under seal. An oral lease will only answer when the period is less than three years. A lease for three years or over must be in writhijf and under seal, sijjned by the parties themselves, or their duly authorized ajjents, who also hiive been appointed by writing under seal. A lease for over seven years must be re^jistered, otherwise a person buyinj^ the property without notice of this lease, could, by jfiving six months lejjal notice, eject the tenant. The lease should state clearly all the conditions, as verbal pro- mises and agreements do not avail in law when there is a written instrument. 74 KSSKNTIAI.S OK lOMMEKtr.VL t.AW . l>iipIic:iU' copies should always he made of a lease, and each party should retain one. 'I'enants have the exclusive use of the pro- perty while in their possession, and may even eject ihe landlord should he trespass. A tenant cannot sub-let the premises without permission from the landlord. If he does the landlord may eject ; it also renders his lease voidahle. Short Forms. -^In the short forms of lease, now in ^ft-neral use throughout the country, the ter.-n " and to repair " has a verv broad meaning ; so much so. in fact, that unless modified a tenant may be compelled to rebuild in case of fire. Also the clause "to leave the premises in jjood repair" must be modified in the same manner. This is best done in the followinjj, or similar !.tci}juaj;e : " Ordinarv wear and tear, and accidents hy fire and tempest excepted." Landlord's Covenant- — I'he only covenant the landlord makes is to ijive the tenant quiet enjoyment. If evicted by another person, who has a prior or better claim to the property, the tenant may recover from the landlord any damages that he may sustain. Landlord's Ri^fhts- — If the tenant makes . 'neral assignment for the benefit of creditors, the lien of the laudk-.u for rent shall be restricted to the arr^'ars of rent for one year previous to the assign- ment and the amount for three months followiuf^ the assij^nment, and aft^r this for so lonjj as the assignee retains f issession, whicli he may do by f^ivinji: the landlord notice in writing of his election to remain tenant. I'or arrears in excess of one year's rent the landlord ranks only as an ordinary creditor ; and in any event his rijjhl to preferential payment depends upon the existence of distrainable effects. As far as distres-, is concerned, where mere are no otiier credi- tors, he may distrain foi* six years' rent. After that he has a further remedy by way of action (or suit), and this action may be broujjhi any time within twenty years on a lease inider seal. Rent cannot be sued or distrained for until it is duo, even though the tenant may be leavinjf the premises. If the tenant were leavini,' the country, with the intent to defraud, the (foods could be attached. If a tenant removes s'^iods fraudulently and clandestinely the landlord may follow for thirty days a:id distrain ; otherwise he must distrain on the premises. L.\NI>1.0K1> AM* TKNANT. T"i Taxes* — In all ordinary written or oral leases the landlori^ must pay the taxes, unless some express provision is made lo the contrary. The fact of a landlord ajjreein^ to pay the taxes does not relieve the goods on the premises, though they helont; to the tenant. If a lease is given prior to a mortgaije, the mortgajjee takes it subject to the lessee, and vice ii'tsa if the mortgage is given prior to the lease. Notice to Vacate.— In case of an overholding yearly tenancy, six clear months" notice must be given to quit, terminating with the end of the year. These must be calendar months, as in all other cases where months are used in contracts. In a yearly lease commencing July luth, the notice to quit must be given ou or before January llfth, so as to leave six clear calendar months before the expiration of the year. In case of a quarterly lease three months' notice must be given ; if the tenancy is monthly, then one clear month's notice must be given ; if by the week, then a week's notice. There is no half-yearly lease. A person renting, say, for six months, it would simply be six consecutive months, and if he held over that time, one month's notice only need be given to quit. A notice to quit, given either by the landlord or tenant, should be in writing, to be binding. An oral notice is sullicient. hut it is better to giv - the notice in writing, as it is more easily proved. .\n ordinary letter containing the facts, handed to ihe other party, or sent by mail, will answer as well as a formal notlre. Expiration of Lease* — Where property is leased for a deiinite time, the lease expires at that date, and neither party need give the other notice to terminate it. The tenant may go out, or the landlord niav lease the property to another party. Mut where tills first period has been passed and the tenant still remains iri possession, he then becomes a " Tenant at Will," AtwX then, after that, when he wishes to vacate, or the landlord desires him to vacate, due notice must be given. Doubling the Rent. If the tenant does not vacate the premises after his lease expires, and den^and for rent and notice to quit has been given, the landlord nuu doubK- the rent by giving ihe tenant notice in writing lo that effect ; or the Tenant may be evicted by obtaining an order from the county judge. h>SliMI.\I.S OK COMMiiKi lAI. i.AW Distraining for Rent. It a tenant does not pay his rent, the landlord may distrain. In this bailifl". any person may act as Rent may he payahle in any way agreed upon, either in advance or at the end of the term. It mijjht he a monthly tenancy and yet the rent payahle weekly ; or a yearly tenancy, with the rent payable monthly or quarterly. Whatever the ajfreement may he for pay- mejit, the tenant has the whole day on which the rent falls due in which to pay it, and no expense can he incurred until the day after the rem is due. The landlord may distrain for rent the dav after it is duo. It must he done after sunri.se and before sunset. The person dislrainin^,' cannot break outside doors in order to seize, but after he once jjains admission to the building he may then break open any inside doors that are not opened lor him. Distress maybe made any lime within six months after the expiration of the lease if the landlord still holds possession of the premises. If he has sold the properly he cannot distrain; neither can the new owner, but it may be recovered b> suit. Distress may be for six years' rent if no other creditors are interested. The Exemptions from a landlord's warrant are now quite num- erous, and are the same as those from executions. i'he ^oods belontjin^ to third parlies, as visitors, boarders or lodgers, are also exempt. .Also any s;oods that may be on the premises for repairs or for any other purpose, if they are not in use by the tenant. Furniture, sewing machines, musical instruments, etc., purchased on a lien agreement or not, are liable to seizure for rent if there is not enou^'h other ^roods to satisfy the claim, .\fier the sale of his >;oods for rent, if the tenant should still remain in possession, the exempt ffoods alsi> become liable for seizure if there 's 'ent still due. i RamUnct .\ teniint may resist the entr:ince ot .1 bailifl or other person who mny uome with a landlord'- u arrant. .\nv time betorf -he bailiff makes ;i Ust of the j^oods the tenant ii-iv retake them from him. \fter the bailiff makes a list of the trocnW seized and dehvers it to the tenant, then the j;oods are said to be impounded and resistance nutst cease .\ tenant's floods cannot he seii^ed if they are removed from the premises unless the bailiff saw them bein^ tiiken uvvay, or unless tliey h;id been removed fraudutenlly and clandestinely to prevent seizure Tor rent, that is, taken away in the niji'ht or in :iny other secret way. Giving up Possession. —The tenant who L-laims the benefit of the exemptions in case of a landlord distraining' tor rent, imist j;ive up possession of the premises forthwith or be ready and offer to do so. The offer must be made to tfie landlord or his a^ent, and the person making the seizure is considered his atjent for lliis purpose. The surrender of the possession in pursuance oi' the landlord's notice is a termination of the teiiaiicv. landlord desire-- I^i seiz must j^ive the tenant Seizing the Exempt Goods. If the the exempt floods as well as the others he written notice which will infi>nii him of the amount claimed tor rent in arrears, and if he neither pays the rent nor ji'ives up possession, his ^'oods and chattels may he sold to pay rent in arrears and costs. Goods Seized for Other Debts. — if a tenant's floods liave been seized for other debts the landlortl cannot s^ize them a^,'. 'n, nor sell iheiii. but he ma\' hold them until his claim is paid. Penalty for Illegal Seizures. — If a landlord distrains for more than the amount due, the tenant can enter an action and recover trelie the amount of over-seizure ; and in case of distraininjf before rent is due the tenant may recover double the amount o( i^-oods distrained. Fixtures must be sometliinff of a personal cliaracler, Anythinj,' that is affixed to the freehold so that it cannot be separated without doinf,' serious damajjc to the freehold becomes a part of it- Anylhin^ that is sunk into the ground, as a well, trees, buildings of stone and brick, are the same as the soil itself, and therefo-e, a part of the freehold. Hut buildings placed on stone boulders, or posts, or plate, are fixtures and may be removed without iniur\' to the soil. The machinery of a manufactory is also a fixture and mav be removed. Where there is doubt as to whether a certain fixture sho^id he regarded as a fixture or be held as part of the freefiold, the presump- tion is alwavs in favor of the freehold. lu ' K,»SK\ri.\I..S HE l-DMMKHl lAI. I.VW. A tenant claiminj: aiiylhint; as a fixture must remove the artkle promptly and make it known that l,e claims it, otherwise he waives his riglit to it. A creditor can seize and sell immediatelv anvlhintr that has not become treehold, but any lixlures that have become freehold are governed by the same laws as real estate, and theret,.re cannot be sold until the execution has been in the hands of the sheriff at least one year. Repairs necessitated U „alur.-,l decay must be made bv the landlord, but all breakages are to be made ^ood by the tena.it.' Bo»rd«l and Lodgers.- Lod^-ers are temporary lessees and are subject to the same laws a.,d have similar privilejres'in respect to the rooms they occupy as a regular tenant. Their t;oods are not liable to seizure for their landlord's rent. In case a boarder's or lodger's f;oods are distrained for rent due by his landlord, he must serve the superior landlord, or bailirt' or other person levying the distress, with ., written declaration that the tenant has no n^bt of property or beneficial interest i„ the ^oods or chattels distrained or threatened to he distrained, and that Ihev are the property or in the lawlul possession of such boarder or lod«r and if he shoidd owe the tenant for hoard or otherwise, he mav state this amount and pay it over to the superior landl.»d, or the baihff, or enough of it to discharge the landlord's claim, if the boarder should owe more than that. With this declaration must be jriven ,n inventory of the articles referred to. Any such payment made by a boarder to the superi..r landlord i. a valid payment on account due from him to the tenant. Kvery person who serves .a distress shall f;ive a copy „f all , .-sis and charges of the distress to the person on whose t:oods"„„d ch..iiels the distress is levied. >. ^'32' l\SOI.\KMV AM) \>sHiNMKM>,. CH.APTKK will. uptcy INSOLVENCY AND ASSIGNMENTS Insolvency. Insolvono and bankrupts are syiioiumous terms, usetl in stalutcs and Ic-f,';*! prnueedii! .^ lo cxpre>s the inability i'l a person lo pay his debts as they mature in the ordinary course of business. Hence, one's debts may jjreatly exceed his assets, and yet if his credit enables him to retire or renew his oblig-ations as they fall due. he may not become liable lo insolvency or bankrup proceedinj^s. On the other hand, a person's assets may be considerably larf,'er than his liabilities and still he may be in insolvent circumstances and liable lo proceeding's which may cause him to assijjn for the benefit ot his creditors. It will therefore be seen that an insolvent is not always one who cannot pay a hundred cents on the dollar. "In insolvent circumstances " and " unable lo pa\ his debts" are co-extensive expressions, and what has lo be shown is not a state of insolvency, in the strict lejfal or commercial acceptation of the term, but the debtor's inability to pay his way and meet the demands of his creditors, and his want oi means to pay them in lull out of his assets realized upon a sale for cash or its equiva- lent. No Insolvent Laws.— l-'nder the Hritish \-trth .\merica Act, the Dominion Parliament has exclusive jurisdiction in respect to the re^'ulation of trade and conitverce and in respect to bankruptcy and insolvency, while each Provincial I.ej^islature has exclusive jurisdic- tion in respect to property and civil rijjhts in the Province, but there is at present no Dominion Insolvency Act in force, and in the absence of such the present t,)ntario Act respecting .Assiy;nments and Prefer- ences by Insolvent IV-rsons governs. Making; an Assignment. -Any debtor ma) ihe provisions of the act above referred to. mak the general bciielit of his creditor' to a sheriff or ;i in the Province. The party making: the assijrning debtor, and the person to whom he assij,'-ns is called Ihe assii,'-nee. The assij^nment must be advertised at least for two insertions in a country or city paper circulating^ in the loca''tv where the insolvi-nt did business, and it must be inserted at least once in n iccordance u ith in assij.,'nment for iiny person residinj.; i^nment is called an " KSSEXTIAI.S OK i O.MMtHl i.\]. I..\K. the 0„Mr„. C,„,.//.. An as^i^nnion. under ,he ac. is voluntary in the sen« that ,t ,s optional on the part of the assi^-nor whether to make ,t or not, but on.-e made its effect cannot be controlled. „i,h'*'?""J"'''"r °' A«i8:nmc„t.-A copy of the assignment shall, »,h,nhve days from the execution thereof, be registered, together w,.h an an,dav,t of a witness, in the office of the clerk of the C ountv Lour, of the county ,n which the assignor has property. Neglect to regtster and pubhsh an assignment as se, forth, within tive davs from the execu„„„ thereof, renders the assignor liable to a fine 'of !; r.r ' "u '^'""' ""'"' ■"'" ""^ '-"^ °f 'h^ p«p- in «h.ch the no„ce .should have appeared, and the assignee shall be not be hable for any of the penalties unle.ss he has been paid or pav- .nent has been tendered him for this purpose. In case the assign- ment be not reg.stered or published, an application may be made to the County Judge, or a Judge of the High Court to compel it The omissum, however, shall not invalidate the assignment. If the assigning debtor owns lands or anv interest in lands, the assignment should at once be registered ; if not, the debtor may notw,thstand,ng the assignment, convey the lands or his interest to a bona hde purchaser, who thus may gain priority over the assignee. Form of A«ienmcnt.-Kvery assignment made under the Act or the general benefit of creditors shall be valid, if it is in the words o lowmg that ,s to say-" All my personal property, which mav be seized and .„td under execution and all my real estate, credit. 'and effects, o, u, words to like effect; and an assignment so exp.ossed sh.dl vest u, t_he assignee all the real and personal estate, rights, propertv, credit and effects belonging at the time to the assignor except such as by law are exempt from sale and seizure, or sale under execution. .An assignment for the general benefit of the creditors shall take precedence oyer all attachments, all judgmenis and all executions no, completely executed by payment, subject to the lien of the execution credilor for his costs. Exemptions.— The exemptions under the Act are stated iherciii as lollows : " The following chattels are hereby declared exempt from seizure IXSOIAENCV AXn ASSIUXMEXTS. ^| under any writ in respect of which this Province ha.s legisiat.ve authont,, ,s»uedou. of any Court whatever in thi. Province namely I. The bed bedding and bedsteads (including a cradle) in ordinary use by the debtor and his family. ' andhisflmnr""" ""' "^''"'^^ -«""« -PPa-l of the debtor .■!. One cooking stove with pipes and furnishings, one other heatmg sto.. w.th pipes, one crane and its appendage.s ine pai o .ongs and shovel, one coal scuttle, one lamp, one table six ch. r one washstandwth furnishings, six towels, one looKing.glass Tn^ ha,r brush, one comb, one bureau, one clothes press, ont clock one carpet, one cupboard, one broom, twelve knive' twelvefork , twel plates, twelve teacups, twelve saucers, one su.^ar basin, one milk Zj one teapot, twelve spoons, two pails, one washtub, one scrubb t: brush, one blacking brush, one washboard, three smoothi^ir!- u^ spnuung wheels and weaving looms in domestic t,se, one sewing -..ch„,e and attachments in domestic use, thirtv volumes of books one axe, one saw, one gun, six traps, and such fishing nets and z^:::r :■"""'"": "^" "" ""'*- '■■ '^'^ ^"''"^•^^" — - .ited not exceeding ,„ value the sum of Sl.->(l. 4. .All necessary fuel, meat, fish, flour and vegetables, actuallv provided for familv use. not more than sufficient for the ordinar ,, sumption o. the debtor and his family for thirty days, and not exc . ing in value the sum of S40. •1. One cow, six ,heep, four hogs, and twelve hens, in all not exceeding the value of ST.",, and food therefor for thirty days, and one I-: Tools and implemonts of or chattels ordinarilv used in the debtor s occupation to the value of SlOd. T. Bees reared and kept in hives to the extent of fifteen hives H. The debtor may in lieu of tools and implements of or chattels ordinarily used in his occupation referred to in this .Vet, elect to r " the proceeds of the sale thereof up to SI 00. in which case the officer executing the writ shall pay the net proceeds of such sale if the .am. shall not exceed SlOO, or, if the same shall exceed SIOU .h.ll no that sum to the debtor in satisfaction of the debtor., right ,0 exemption and the sum to which a debtor shall be entitled here- under shall be exempt from attachment or seizure at the instance HJ i:sM£NriAt,S OK lOMMKKllAI. LAW. Dutlet of the Assignee. It shall ho the duty of the fissif^iuv to imnK(!iateIy inform himself as to the dehtor, and his records i}f aecoiiits, the names and residences of his creditors, and within li\e days tVoni the date of the assijjnment to convene a meeting'' of the creditors for the appniniment of inspectors, and the ^f'^i'iK" ''• direc- tions with reference to the disposal of the estate. This meeting' is called hy mailiiij,"-, prepaid and rej,'istered, to every creditor known to him a circular, calling a meetinf^'- of creditors to be held in his office or other convenient place, not later than twelve days after the mail- ing' of such notice. Ai' I.' ill the case of a request in writing" signed by a majority o( iht .-.dilors havinj,' claims duly pr.-ved of $I'>0 and upwards, it shall . . ilie duty of the assij^nee within two days after receivtuf,' such reqiv^-t, to call a meeting' of crediMi-s at a time not later than tweUe days after the assijjnee receives the request. In case of default the assij^nee shall be liable to a penalty o( S'2't for every day after tht two days, imtil the meetin^' is called. In case a sutticient number of creditors \.\o not attend the meet- ing and fail to gi\e directions with reference to the disposal of the estate, the Judge of the County Court may give all necessary direc- tions. Notice to Ocditors. -If an assignee know a claim, he caruiot ignore it because it is not ciuirse is to calt upon the creditor to prove it. The form of notice given below should be .\ssignee for that purpose : that a creditor lias proved ; the proper ent out bv the NOTICE TO CREDITORS. In the matter of NotUf iti hereby (fiven that of thf of in the county of , I'arryinjf on business as at the s^tid of , has made an assi^'nment under K.S.O.. 1H97.C. 147, and amendinx Acts, of all hi;, fstiite, rrcdits and effeils to , of the of , for the general benefit of his creditors. A meeting of his creditorN will be held at the otKcc of , in the of on dav, the l!M) , at the hour of o'clock in the noon, to receive a staleiiieot ofjtfTairH, to appoint )n>«peclors and fix their remuneration, and for the ordering of the affairs of the est^ttc Kenerally. Creditor<« are requested to file their claims with the aH>iignee, with the proofs and particuUrs thereof required by the siiid Acts, on or before the day of mucIi meeting. 1Ml\ INSOI.VKM V .»M> ASSIIINMENTS. And noli.e i» further Ki.en, lha( after the d.v ol If),, ,h ci-in, h.. ,ha„ „„, ,^.„ Hat ht; :„,:::.■'"' ■*""" "' "••"■'"" "f »•'"- As«iijfnee, Om.e.t.tion of CUim. The following. r„rm mav h. us.d h, ,lu •-itrnco for the purpose of ilisputiii^r daim> : CONTESTATION OF CLAIM To In th- matter i)f the esta state of tnis e»l„t, that I d„p„te )o„r riRltt to rank on the estate pf the above named insolvent for S th. ,„,, „. r . with „,., „r for any part thereof ' °'^ """■ ''''"" "''-•'' after'^h'' >■""''' '""^'•y'""!"-' notified that unless uithin thirty day, IS brouKht agatnsl me to establish said claitn and »ithi„ .1. . . copy of the writ or „roee., is served up,,:' ::■!: ^ ' i^ ^^^ named, your daim to ranh up„„ the estate shall be forever barrld Dated a," "" ""• '^ '""''« "I"" "''^ -"-'"• A. B., ofl^ -. uatea at . ,1,^ j,.,^ ^,. Assi,.-, .e. „,tl 7'"'.v*'' **,"*' '^'«'««- ^'^ P"->'" »lhor lltnt, t, pertitttttett. u r r '" i'^-'*-'"""''"' "i'l"" 'l'^- provisiotts of the Au, „or >h n ttnv^sttch ttsst^ttee have power ,o ,tppoi,„ a dep.ttv or to de^^ •I', -t.tte, attd ,( theassi^rttee has it,tere»ls tliverse to ,ho-e of the ere , tors, a ttew ttssi,r„ee „,„ He .tppoit.fe.l. The properly ..s etsot atty sueh estate shall not be retnoved o,„ of the provittce »..ho.t, the order of the eottt.t, j„d,-e of the e ty i„ Ih^^ a.sM,.t,n,e,t, ts re,-is,erod, at„J .he proeeeds of the saleattd all ,„o„eys . the winding' up of the estate. Any assi^^nee, or other person aetinjf in his stead, who violates the provisions of this section shall he liable in a fine of S'tOO. One-half of the said tine shall ^'o to the person suinj; therefor, the other half shall beloii^^ to the estate of the assij^Miir. Amgncc's Remuneration. The assignee shall receive such remuneration as shall be \oled to him hy the creditors at any mci-iin^,- called for the purpose, after the first dividend issued has been pre- pared, or hv the inspector, in case of the creditors failing' to pro\ide therefor subject to the review of the county court, or the Judjfe thereof. Incase the remuneration of the assipiee has not been fixed under the previous sub-secti\>n before the final dividends, the assij^nee may insert in the final dividend sheet and retain as his remuneration H sum not exceeding; 5 per cent, of the cash receipts. Accountl. It i's the duty of an assignee to at alt times have his accmints ready, to .ifford all reasi-nable facilities lor iheir inspection and examination and to ^'ive full inlormation when required, and if the creditor lives at a distance he should jfive this information by letter and should also, at the creditor s expense, furnish copies of any accounts that ma> be asked lor. Creditor's Proof of Qaim. Kver> creditor who holds security \oT his claim shall h. required to valuL- it. If it is in the form of nej^'otiable paper, v hich i-^ not due, the present value of the paper will represent his claim. A creditor should, immedialely upon reeeivinjf notice of the assif^nimeiif, furnish satisfactory proofs of his claim. If he fails to do so within a reasonable time, he may be barred from rankinjf as a creditor on the estate. How Creditors May Vote. At any meetinjf of creditors, the cr^-ditors may vote in person or by proxy, authorized in writing-, but no creditor whose vote iy disputed shall be entitled to vote until he has filed with the assignee an aHidavit in proof of his claim, slating; the amount and nature of it. This iiffidavit may be made belore any iudf^'e, justice of the peace or notary public. INHOLVKNiV AM) ASSUAMKXTM. H5 Tht votes of credttorN Hhull hv c'akiilatcU us IoIIowh : For every claim of over 8l(M) and not cxct-cdin); S i»(M)- 1 vole. -<■» *' " -VMI- -J votes. oOU " " I. (UK) .( votes. K\cry additional SI,(X)<(, or fraction thereof, I vote. In case of a tie, the a?tsi^niec appointed hy the creditors, or if none hiis been appt>inled, the jiidjfc. shall have a castinjf \o!e. Priority ol OjiiRitt As soon as a perst>n is declared itisolvent, the first thinjr to be paid is taxes ; second, rent ; third, chattel niort- jfaj^-es ; fourth, wa^a's and salaries ; fifth, the claims of the creditors. As to the priority of creditors to the effects of a partnership firm, the partnership creditors come fir^t for all partnership effects and individual creditors for alt individual property ; after this, the remain- der is ratably divided. Rent. The preferential claim for retit is restricted to the arrears ot rent due durinj; the period of one year previous to the assi^'nincnt and for three months folUnvint; the execution of such assij,'!uiiciil and as much loiif^er as the assif,'nee shall retain possession of the premises. The landlord's rij^ht to preferential payment depends upon the existence of distrainable effects. If there is nothing' upon which a distress can be levied, the landlord ranks onlv as an ordinary creditor. Wages. — Preference is ^iven to wa^je earners for three months' back waj^'es ; in excess of that, they have to take the same ajfc as other creditors. percent- Fra'jdulcnt Preference*,— A preference of any kind over the other creditors of an insolvent debtor, pven within sixty davs prc- \ious to the time he makes an asNij^'ument, the creditors can set aside as an unjust preference, whether the same be made voluntari!v or inider pressure. A chattel mortj^'a^'e ^^'tveti within sixty days of insolvency is con- sidered a fraudulent preference and is therefore rendered null and void. Payments of Dividends. As soon as a dividend sheet is pre- pared, notice shall be sent to the creditors showinj; all nionevs received and disbursed, with balance on hand ; and after the expir- MOOCOTY RISOIUTION TBT CHART (ANSI ond ISO TEST CHART No. 2) 1.0 ^^^ u 1.25 1.6 A APPLIED IM/IGE In. (716) *fl2 -0300 - (716) 388- 5989 - «fi ESSENTIALS OK COMMEKlIAL I..\\V. atioii ot^'iKht d:iys after Ihe mailinff of such iiolico. Uividonds on all claims not objected to within that period shall he paid. As larife a dividend as can with safety he paid shall he paid within t« elve nionllis from date of assijfnment and earlier if required bv the inspectors, and thereafter a further dividend shall be paid every six months and more frequently if required by the inspectors until the estate is wound up and disposed of. In the absence of special dilFiculties the estate should be wound up within a year. When the dividends do not p.iv the claim in full, the creditor may sue the debtor for the balance. Compoiition Agreements. .\n insolvent may, with the consent of his creditors, make a composition deed with them at a percentatre upon the dollar and (fc't a release of the balance of the claims, or an eKtensi,^n of time for payment. In arrantjin- a composition the most important point to be borne in mind is that all creditors must be dealt with on an equalitv and that any ad\antaire or bonus to any creditor to induce him to assent to the at;reement will make it \ old. This doctrine is very far-reachint;. .\ny promise made bv the debtor or any person on his behalf to pay a creditor more than' each of the others cannot be enforced. CH.VPTIiR XIX. COLLECTION OF DEBTS Juriidiction of Different Courts. In Ontario proceedinjjs for the recovery of debts can be conducted with jjreat facility. In all cases in the Hi^'h Court and County Court, ,,. Mons can be commenced ajid carried on there, and execution can thereupon issue to any SherifT in the Province. There are three courts havin^r jurisdiction in such cases, the Hi(fh Court, the County Court and the Division Court. The jurisdiction of the Division Court is limited to cases where the debt is not over SlOU, except where it is ascertained bv the signature of the defendant, as hi the case of an accepted draft 'or a promissory note, in which case the jurisdiction would be increased to S->00i the jurisdiction of the County Court is similarlv limited to $1'IW and $400, and actions for larger demands must be brought in lOt.LKlTlON OK l>KEtTS s- the U\^h Court. It will he found much moro satisfactory to take procceUinj^^s in the Hij,'h Court where thiit can he done, as in that case the phiiiititV is enabled to recover from his debtor the amount of his solicitor's charK^os as well as the mere disbursements. In the Division Court the jurisdiction is to -^om-.' extent limited to the resi- dence o( the defendant, but if the clami be over Sl'Hi and pavable bv the contract of the parties at a particular place, action mav be brouj,'ht in the court held for the Hivision in which the place oi payment is situated, and the defendant cannot then have it removed to his place of residence or to any other Court without K'^i'^^' notice of his inten- tion to object to the jurisdiction, and showinfjf a A/mw A'tfe defence to the action, within eif^ht days. It should be noted that in ca>e an assijjnee disputes a creditor's claim to be entitled to recover on an estate, the action for a declaration of the ri^'ht to rank must be brou),^ht in the Hijfh Court, as it is an action for equitable relief. In \ery few cases where the claim is a mere money demand ts it found necessary to ^o down to trial, provided the writ of summons issued be properly endorsed, as the practice f^nves ^--reat facility for obtaining' speedy judf^ment in case of dispute, on servinj^- notice of a motion for that purpose and provinj,^ the claim by affidavits; and in case the defendant files an atTidavit contradlctinj,'- that o( the plaintiff, the motion may be enlar^'ed for the purpose of cross-exaniininj,' him upon his affidavit, and the plaintiff may then subsequentiv move for judj^^- ment upon the admissions obtained on such cross-examination. Enforcing; Judgment. -When judj^^ment is obtained, it m;iy be enforced by issuing; execution aj^Minst the floods and lands oi the jud^fment debtor, and, if thou^^ht advisable, the creditor may examine the judjjment debtor upon oath as to the means which he had at the time of contracting? the debt, as to his subsequent disposition of them, and as to what means he now has to enable him to pay the same. Since the recent Statute relating to executions, by which it is pro- vided that they shall remain in force for three years without the expense of renewing,' them, it is often satisfactory, in view of the small expense of obtainin^-^ judj^ment, to take judjjment for the pur- pose of issuing,' the execution, and keep it in the Sheritrs hands, so that in case it is at any subsequent time discovered that the defendant is possessed of property which mij^ht not have been known to the judy;ment creditor at the time he obtained his judj^ment, it may be seized without delay. It often happens that within a few vears after a judj,'-ment has been obtained the judgment debtor will be found to SH ESSEX! JA1.S OF COMMEHllAL LAW. hiiVL' troiK' into busiiioss, thiiikhi^r that his creditors h.-ive ahandoiicd all intention of procoodin;; further a(,'ainst him. and the creditor who then has an execution can collect hi^ dehi. In case the creditor's claim amounts to SIOII or more, and the debtor can be shown to be about to leave the Province with intent to uefraiid his creditors, he may be arrested as an abscondinjr debtor. Appropriation of Payments —.Appropriation of payments may be defined as the application by a debtor or creditor to one of several debts of a sum of money paid by the debtor on account of his indebt- edness. The general rule of law is that the party who pays money has a rifjht to apply that payment as he thinks fit. .\ debtor may owe a creditor various sums of money for ilebts contracted at different dates and which may be represented eithiT bv mort(fat,'e, bond, bill of exchan^re or open debt. The debtor has the rif;ht in making a payment to direct that the payment he makes shall be applied in payment o- in part payment, as the case may be, of any of such debts, and his direction or application of the pavment pre- \ents the creditor from applying; it on any debt other than the one specified by the debtor. This direction or application must be made either before or at the time of payment and may be either or.il or in writinj,', as by letter enclosinjf the payment. If the debtor does not specify the debt on which he wishes the payment to be credited, the creditor may then exercise his rifrht of applyinj; the payment .as he desires to anv of the different debts owinj; to him. The creditor's ri^fht may be eiercised by him at any time, but once havint; credited it to a certain debt and the debtor having been notified of such credit having been made, the creditor cannot afterwards apply it to a different account. The creditor may exercise his riffht in applyinff the payment to a debt that has been barred by the Statute of Limitations. In case neither the debtor nor the creditor apply the pavment to a particular debt the law will apply the payment to the dischar{;e of the debt of earliest date standing unpaid at the date of the payment. SALES OK i'KkSONAL I'ROl'EKTV. CHAPTKR XX. SALES OF PERSONAL PROPERTY. Property is the prodiK-c of labor ; it is .inythinj,' of i allie which is susL-eptible of o« nership. The word property, however, is used in two different senses ; to indie;ite 1. The thinj^ itself whieh a person owns, and ■2. The ri)fht or interest whieh a person has in a thin); to the exclusion of others ; as for example, a farm is said to be property, and the r!j,'ht one has mi the farm is said to be his property in [t. The latter is the lejjal technical definitio , of the term, vjhile the former is the popular lu.derstandins; of it Property is di\ ided into two (general classes, personal and real. Personal and Real Property. To tji\e a perfectly loj,'ical defini- tion of personal property so as to exactly distinguish between it anil real property seems to be difficult. Personal property is ^'enerally said to consist of such things as are inovahle from place to place, as merchandise, live stock, furniture, etc., whereas real propertv con- sists of those things that are fixed and immovable, such as lands, houses, etc. Houses, however, are frequently movable, but are nevertheless f,'enerall> real property. .\ house may be built merelv as a temporary buildinf; with the i- lion of movinj; it, or any house may be sold by itself and taken ol. .• land on which it is built. In either of these cases it is personal property, fnder the common law all \ egetable jfrowths such as trees, j;rass and growing; crops, while attached to the soil were -onsidered real property , hut the moment they are severed from the soil they become personal propertv. Crops fjrowini,' from seed sown or planted may be bouj,'ht and sold or niort^'-aj^ed as personal property. SaleJ. -V sale of personal property may be rejjarded in t«o It may be rejfarded as the transfer of the title in the thi "tr sold for a price in money , -'. It may be considered as a contract or a);reemenl for the transfer of the title to the thinjf sold for a price in money. The con- sideration on which the agreement is made must be money, since if it is somethnijf else than money the transfer is a barter and not a ESSENTIALS OV (.'OMMEKi'lAI. LAW. ak's ;ir^' divitL-d into two j^vnoral classes, exeirutory a-id t-xe Cllttd. Executory Sales are thosi- in whiirh the title to the property has not been translerred from the seller to tlie buyer; there \'< siinplv an aj^^rcenient to make a transfer of it at some future time. It is because ol the importance of this division into executory and executed sa!es that we define a sale as an aj,'reenient to transfer the title rather than the transfer itself. If a sale is the transfer ^.^\' the title, then there can be no such thinjf as an executory sale. ICxecutory sales are usually conditional, and consist mainl\' of (d) Sales on trial. (i>l Sales by sample or description. ic) Sales of ^'oods in transit. In a conditional sale the title of the property does not pass to the purchaser until the conditions are fulfilled. Executed Sales. - In executed sales there must be a delivery ot the property to tlie purchaser, which may be : I. An Actual nelivory, where the property is portable and can be easily handled ; '1. A Constructiye Delivery, where the article cannot be handled and somethinj,' is handed to the p irchaser that takes the place of the g"t>ods such as : (a) X Bill of Ladinj,^ to repres-nt ^'Mds in the hands oi a rail- way or shipping' companv ; (b) .\ Wareliouse Receipt representinj^- j,'-oods stored ; (c) The Key of the Storehouse where the jj"oods are kept. In case oi delivery by bill of ladinjj or warehouse receipt an assignment should he endorsed on it. Necessary G)ndttions.- The necessary conditions or elements of a sale of personal property are as follows : 1. There must be parties competent to contract. 2. These parties must mutually assent to the contract in the same sense. ."{. There must be a consideration or price. 4. There must be subject matter or thinj,^ sold. ■"». The sale must conform to the Statute o\' Krauds, NAI.K^ UK I'I:KnO\.\I. fkltfKKTV. jl ] Particl. The parties to :i i-oiitriut of siili; arc the buyer uml the seller, or as they are rreqiienlly eallej, the vendor and the vendee. These parties must be competent to make a biiidiii); contract. The rule as to the competency ot parties is the same in sales of personal property as in any other contract. Mutual Assent. This condition is the same its the corresponding condition in an ordinary contract. The parties must assen! to the terms ol the sale with the same understandin(,'of them. I'lii; assent mil), of course, be ),'iien orally or In writing,-, and may be either express or implied. In order to make a contract of sale, however, there must be a definite ofler to sell on the p.irl ol one party, and a delinite acceptance of the oiler on the part of another. .Mere net,'Otiations which do not constitute a distinct offer and acceptance will not be considered a sale. Price and Payment. This corresponds to the consideration in an ordinary contract, and diliers from it onl.v in that it must be monev. It may either be paid at the lime of the sale or promised to he paid at some future lime. The price ma;- be either express or implied. II the parlies distinctly afjree upon the amount to be paid, there is an express price. \'ery frequently, howeier, it happens that no price is fixed upon at the time of the sale and no express pr-mise to pay is mentioned. Where this is the case. If there is anythinf; from which the pric-; intended can be determined, the law will iinply a promise lo pay it ; lor example where the subject matter ol the sale consists of articles of merchandise, the law will imply the price to be the reason- able market value of the articles on the day of sale. If there is nothing' from which the price intended can he determined tlvre will be no sale. Subject Matter.— The thins; sold, or the subject matter must be lesjal and in actual or potential existence al the time of sale. There cannot be a valid contract of sale where the subject matter has ceased to exist, either at the time the co.itract is made or at the time when it is to be executed. If a horse sold be dead, .-r merchandise sold be destroyed by fire or otherwise when -he contract is made, or when it is to be executed, there is no sale, even IhouKh the price be paid. Hut where a thinj; is in potential existence, that is, mav come into existence in the future, as, for exainple, the wool to jfrow on a flock of sheep, or a growinff crop, a sale may be made of it. '*- ESSENTIALS OV C OMMEKLlAL LAW. Legality.— The MiKjcct miitter of the contract must be le^jal in orJer to make a binding,' contract of sale. The lej^'ality of the sub- ject matter depends on the same rules here as in any other contract ; it is le^'al uiiles". the law declares it to be ille^'ul. and a sale is always presumed to he kj^'al until its illej,'ality is shown. At common law the sale of articles ha\inj; an immoral eflect. or w he used for an immoral purpose, such as obscene publications, f,Mmblinf,^ etc., are illej^al. Effect of Illegalhy. -An illcKitl sale is absolutely void, hence there can he no ratification of it. If ;■ sale is made of several articles for one price, and part of them lej^'al and the others illcf^'-al, the whole contract is tainted with illcf^ality, and no money can be recovered for any of the articles. If an illej^'al sale has been executed by either or both parties, the law will not relieve either party from its effect. If the subject matter of the sale has not been delivered, the selU may refuse to deliver. This is because of the ^^eneral rule that m all illej,'al transactions the law leaves the parties just where It finds them. Statute of Frauds* Without a statLtory provision to that effect a contract of sale of personal property need not be in writing,', in order to he valid ; but, as we have seen, the Statute of Frauds pro- vides that no contract for the s.de of ^'oods. wares or merchandise tor the price of $40 or upwards is bindinj,', unless I. The buyer shall accept part of the ^'oods so sold and actually i^eceive the same, or -'. Pay part of the price at the time the aj,'reement is made, or ■"t. The aj^reement he made in writinj,-- and si},''ned bv the par- ties to be charj,'ed. \\'here\ er this statute has been adopted a sale of personal property amouii:in^' to more than StU. which does not contorm to one of these conditions, is not binding. Bill of Sak. ■Sellinj,'^ personal property, which is still retained in possession, is binding; as between the parties themselves, but is not bindinj^ against creditors or subsequent purchasers, unless a Bill of Sale is recorded. In important sales it is customary to ex cute a formal bill of sale like the following, in order that the bu\t may have something- showing his title to the property, and containing; a written jfuarantce from the seller that he has a j,'ood title : BILL OF SALE. Know all Mkn hv thksk Prkskms: That I, Hk: k\ Sum., of ihe tiiy of Ottawa fiiiil C'ouniy of Carleion, J'roviiiiu- n( l>nt;irii). [larty of llu? first pan, in consideration of iht' sum of One ilumlred (>o!l:ir*. to me in hand pai.l l>y Thus. Bows, of the city of Ottawa and County ol Carleton, parly of ibc second part, the rcL-eipt of which is hereby acknowledged, have barj^ained and moM, and by these nresents ){rani and convey unio ihe said party of the necond pi-rt, all of the folKiwiiiK described personal pro[ierty, to wit : {ThtnfoHowt to Hold (he same unto the Maid narlv of ihe second pari and his legal representatives forever. The said party of the first part hereby coven.ini'* and afjrees lu atid with the said party of the second part thai lie is possessed of the full riifhl and title to the properly hereby conve>ed and that he will warrant and defend the same in the quiet and [>eaceful possession of the said party of the second part against the lawful claims of all persons whom- soever. In Witness Whe-reof, I have hereunto set my hand this first dav of July, A.n. xmi. HENRV STI I.1-. Stoppage in Transitu — CJoods or any personal propcrtv may he stopped in transit by the scllt-r before there has been a deli\er\ to the buyer. The former has the ri^ht to rejfaiti possession oi j,'-oods that ha\e been forwarded to the buyer on credit, and to hold possession <^{ them until the debt has been paid. This rij^ht mav be exercised by the seller provided the followini; conditions exist : la) The price for which the ifoo^!-* were sold must be wholly or partly unpaid. I bi They must be in the hands of a third person in tr:insit. (c) The buyer must be insolvent. Indebtedness. The sole use of the rij^ht of stoppaj^^e in transit is to enforce payment, consequently pjiyment for jfoods necessarilv pre- vents its exercise ; hut the mere takinj^' oi a note in payment does not .ffect the rij^'ht, unless, by agreement between the parties, the note is accepted as absolute payment. Although the prii-e mav be partially paid, the ^oods may be stopped in protection of the part which retnains unpaid. The indebtedness must he on the particular jfoods which are stopped. Any general indebtedness of the seller to the buyer will not allow the stoppage of goods which are paid for. '.II l->'>K\Tr.\LS OK I'lVM^IKHiMAr. LAW. In Traiuft. 'VK- ^.^voi.d ^ondiiioi, i> thai iIk- ^'.>l.J^ ^ul^l Iv In IraiiMt Irom Iho si^ik-r to the bnivr. This of curse implivs that lluy have left the possession of the seller and have not let eome into the possession ol Ih buyer, so they are neeessarily in the possession of a third person lor the purpose of beint; transported to the bi.yer. Iniolvency of the Buyer. This must haie oeeurred after the sale, or at least the seller must have discovered it siib>e4nently. If the insolveney oeeurred a.i.i is known to the seller N'ore he ship, the K'oods he eainiot exereise the ri;,'ht ^4 siopp...t,'e in Ira.-:' Exercise of the Right. It is not ne..essarv for the seller lo lake actual possession o'' the ihin^- sold when in the hands of a .-.irrier or middleman, it is suHieient for Imn to >;ive notice to the common carrier to hold the ^oods subject to liis order. The notice should describe the ^oods. state that the ritrht of stoppajje in transit exists, and order the carrier not lo deliver Ihcm to the consi^'nee. Notice of Stoppage. This may be sent b.v mail, but in ,liat case he may haic lo pune that it was actually received, and he would hnd It difficult to do so, consequently it is best to h.ave it delivered personally to the express a^ent. If the company delivers the case of «oods alter receiving' th!- notice it is liaMe for whatever loss the shipper may susta^. b- such un.iulhorized delivery. NOTICE OF STOPPAGE IN TRANSITU. LoiuloTi, Out,, July to, l'M2. To tile Canadian Expres.s Company, London, Ont, : GE.VILli.«i!N,-l delivered to yo,. yesterday one case of Koods eon- siuned lo David RIain ,^ Co., Collingjwood, Ont. Circii.nslances arc such that I have Ihe riRhl of stoppage in transit. Do nol, therefore, deliver the case of goods, but hold the same subject lo n.y order. N'ours respectfully. J. W. Wk-stervklt. tMAirKI. Mt*KH.\i.Ks IIIM'IICR XXI. CHATTEL MORTGAGES. «.T«.iMi;il property. It is, i pri>pv.'rl\ a«. sccuriu lor A Chattel Mortgage !■» a ii*-ii oit . rcalily, a J(.'i.'i.l or ckiu c\':tni."L' ot pLTsmui di.'bt. or tor nioiiov borrow l'i.1. h iiuist W rL'j,''ist*.T(.'J at the tiuintv Clyrk's otlicc' within livf days atur execution. It niaj bi," w rillfn h\ any person, but must be sIj^mk-J and witnessed and s\\i>rn to before .1 commissioner of the Hi^'h t\nirt or a notary piiblie or rn:i^'istrat .. It must contain it full des(.Tiption of the jjoods .iiid chattels, >,* that the_» may be readily distinj,'uished ; also explicit infornuiiion .is to where they are located and in whose possessivui the\' are at the Besides the aHid;i\ it of the witness, it nuist -.viso contain an affidavit of the mortj^'it^^ee, or his dul\ authorized aj..'enl. that the mort! -tt^'or is justly indebtcil to him for that nuich inone'-' due. or for thai ^h money paid, and that it was not done to protect the j^'oods oi' tile i.iortj,'aj;or from his creditors. This instrument, in " iler to hokl the ^joods a^-ainst other creiii- tors or subsequent purchaser'^ in i,'ood faith, must be re^-'islered w ithin five t'ays. II a niortfjfa^'e be taken merely as security for a debt previousb contracted, it will not be bindinji^ af,'ainst other creditor . If money is paid it w ill hold aj^ainst other creditors, unless done on the eve of bankrcntcy. \\ hen it would be set aside. .\ctit>n nuisi be taken within sixt_. days after date of mortj^-af^e. If all or a portion of the j;oods co\ered by a chattel nu^n^'-a^'e should be removed to another e.'unty, a certified copv of the inort- ^'a^e must be filed with the County Court clerk wh^re they are removed to within sixty da;s, otherwise the },'oods are liable to seizure and sale ■. .der execution, and in such case the mort^'aj^^ee has no recoiu'se a^'ainst subsequeni purchasers and mortj,'affees for value. A Chattel Mort^^af^e holds the claim a^^ainst the debtor for twentv years, because it is an instrument under seal. The Statute of Limitations enacts that all debts secured b\ documents unt er seal, have twenty v,.-c -s to run before beconiinv>J-. .it^aiii-.t othor vr jdilors lor i>nly one VL-ar, unless it is renewed withiit the _\L'.ir. To hold the f,'i>i>ds ji^-iiinst other ireditors tor a lonj^er period tlian one \eiir it must he renewed thirty days before the \ear expires, atiJ so on from year t4> year as lonj; as it runs. I-'or this reaMMJ most chattel morl^fa^fes are drawn for eleven nionths instead of one vear. Cautkm to Debtor. All chattel morl^M^v> ha\e not the same wordinjj in the printed blanks commonly used, and the debtor should bf L-ertitin tliat the instrument he >i(,'ns does not t^ive the creditor the rij^'lit to l'oret:Io>e the mort^a^'e at any time he pleases upon st>m*.' fancied breach of the co\enanl. I-'or an illc^;al seizure Jama(,'es ma\' he recovered, but the word- inj; of some of the mortj;af,'cs ^nves the creditor the ri^bt to seize before the debt is diiL', and to do so without ^i\ in^'' am' notice to that effect. Attfgninent. A chattel mort^a^-'e is not a nefj^otiablo instru- ment, but it may be transferred by assij^'-nment. The assij^nment must be Hied also at tne County Clerk's office where the mortjja^e is rcffistered. Diicharge. - When a chattel mortf,'aj^e has been paid a discharj,--!.' should be filed also at the office of the County Clerk. This is a document describing the chattel mort^a^'e and stating that the debt has been paid. Many persons think that if they have returned to them the copy that the mortfifai^ee held it is sufficient, entirely for- jjettinjf that the duplicate is still on file at the clerk's office. The discharffe should be there also, showing; to the public that the debt has been paid. FORM OF CHATTEL MORTGAGE This Indentirk, made (in duplicate) thin -Jnd day of July, 190-J, between Adnm Smith, of the City of Toronto, (he Mort>;a^or, and John Huston, of the same city, in the County of York, Province of t^nlario, the Mortgagee ; WITNESSETH, that the nicirtt^ajjfor in consideration of one hundred dollars of lawful money of Canada, lo him paid by the said mortfj^agee, ai or before the delivery hereof (the receipt whereof is hereby acknow- ledged), doth hereby grant, liiirgain, sell and assign to the said mortga- gee, his executors, administrators and assigns, all and singular the fol- lowing goods and chattels, being one bay mare, 4 years old, one wagon, one set of double harness, and all my household furniture of every des- IMArrM. MOHIi.AtiKv »iul . iiy of Titronlo J HiicU cripliott in my lii)ii Strerl, To Uavk ami ni Hot n ihf •,n,ii jft>*Hi-. ; "'*»•■' K"tC«e. I'i"" tfX.'Ciitors, «dniiriiHtr;ili>r-. MntI i4<,>,iK.i<. ii, hi^ miuI ih«ir only »« forever 1 ProviJ.-d dlwityn rhat if -he morlKHKor. his exeincrH or MdminiMrators shall pay or lause to bt- , iJ i., rhe s.iid nioriK^.tfee. hJH exei-nrors, administrators or assigns, one hnndr«d dollars in one year from the dale hereof, with interest thereon at eijfht [wr etit. per annum, then these presents and eve thinjf herein iontaim-d shall lease^ determine ami oeionu- utl.-rty v»»' ' t>. every intent and piir[)ose. And ihesH.d inortxaKor for himself, i .-xeciitors and administrators, shall and will warrant and forevei delerid by these presents the said ^<^ods ^nd chattels unto the s.iid morttfaKee, his ewcutors. adminlMrators and aMsi^ns. And the Maid ■ admin iHi rat orv made in payment as aforesaid or an'- (wrt thereof, ^r in case the mortifatfor shall attempt to sell any |>ar, of the said ^foods or chattels. or to remove the same out of the County of York, or suffer the same to be seized or taken in execution, then \f lay be lawful forihe said mortffa- gee. hi>i executors, administrators a ^ assi|rns. his or their servants or .K«?nts, at any lime during the da- enter into any lands cr houses where the said (joihIs may be, and for such person to break or force open any doors, bohs or fastenings, fences or enclosur-s, for the puriwsc of taking possession of and removinjf said Koods, and may thereafter sell all or ^.ly part thereof at public auction or private sale, -i out of the proceeds of such sale to pay such sums of money as n ;,e due him hereunder, and all lawful expenses incurred thereby in i equence of such default as above mentioned, and to pay over to s«id mort|fayor any surplus remaining after such sale and payment ; or in case of defici- ency, then that the said mortgagor, his executors or administrators will pay Ihe same to the said mortgagee, his executors, administrators or assigns. Provided always that it shall not be incumbent to make such sale as aforesaid, but the said tnortgagee, his executors, administrators or assigns, may peaceably hold, use and possess said goods and chattels without the hindrance of any person whomsoever. In Witness Whereof, the parties hereto have hereunto placed their hands and seals. Sworn before me at the City of Toronto, in the County of York, this 2nd day of July, 1902. D'Arcv Grierson, A Commissioner, Stc. Adam Smith - sial - 1 I John Histon ' s«ai, '. 98 ESSENTIALS OF COMMERCIAL LAW. CHAPTER XXII. REAL ESTATE MORTGAGES. A Real Estate Mortgage is ;i deed or LonveyimLL' of the pro- pert\ by the dchlor to the creditor to secure the payment of :i certain sum of money, with a " proviso " that it shall become void upon the pavment of the debt and accumulattd interest. .A mortj;aj;e is bind- ing' on the property as soon as it is executed, but the first mortjjaj^'e rejfistered is the one that has first claim. Of three mortjjajfes that mi^'ht be ^i- en on the same property the same week or day, the tirst one that is recorded is first niortj^aj^'e, no ditTerence whether it was written first or last. A Precaution. Before payin^-^ over the money there should be an abstract of title procured ; then sii^n and re^nster the niortf,M.,''e and have tlie abstract continued so as to include the mortj^atje, thus making' certain that nothinjj^ has been entered in the meantime. At the same time that this is bein^- done the Sherifl"'s oflicc should be searched to see if there are any judj^ments, and the Treasurer's ofVice to see If taxes are all paid. With these precautions a safe title would be secured. There are various clauses in a mortj;ai;e that should be noticed. One provides that if interest is not paid it may be compounded ; another that if taxes are not paid the lender may pay them and chary:e the same rate of interest that the mort^'a^e draws ; another one provides that if the borrower does not keep the buildings insured for a certain specified sum the lender may insure them and charge the same rate of interest tlie mortj,'-aire draws. Transfer. .Mortf,'a;es are lun nef,'otiable by endorsement, but may he transferred by assi^-nment. The assitjnment is also an instrument under seal, and must be recorded at the same place the mortj^a^e is registered. Foreclosure is the name {jiven to the action ol' ihe mortj,'ajfee when, if the debtor fails to meet the payments, the lender takes possession and sells to satisfy the claim. Ki;.\r. KsTATE-: ^roKTl;.\(■.Es. i,f, Discharge of Mortgage.- When .-i ,nort^'i,f;e has ho.n paid ihe U-nder ,s required to ^-ive the borrower a disehar^'e, which is a statu- tory lorm of reeeipt. When this has been filled OMt and si^.„ed in the presence of a witness, duly sworn, it is retfistered bv llie debl,>r or borrower. Unsatirfied Mortgage., rf a ,ngrlp,j,.e lor a certain antonnl covers certan, properties of a debtor which, upon beinj; sold, do not p.-iy the whole claim of principal, interest and expenses, and the debtor has other property, the mortjra^-ee can recover on the other properly initd his full claim has been satisfied. If the debtor has no other property then, but shotdd acquire it afterwards, the mortf;a;;ee m.iy proceed a^^inst it .at any time within ten ve.irs after Ihe maturity of Ihe niorlj,raj,^c. Prepayment.— .\Iortf,'a(,'es niav be prepaid five vcars from dale no matter for what length of time they mav have' been drawn, bv simply paying three months advance interest. The rnortK-.njec caii'- nol collect any interest thereafter. Mortjiafjes on real estate outlaw in ten years after m.iturily or last payment of either principal or interest, unless re-acknowled^'ed. FORM OF MORTGAGE. Tuis Indenture, „,ade in duplicate, the eiKhil, ,|ay of October, one llmusand nine ..undred and ,w„, in p„r,„a„ce of ll.e Ael respecting short forni.«i of mort trapes, Between Christopher Blacl<, of the Town of PenelanKuishene, in the Province of Ontario, luiiibennan, an unmarried ii.an hereinafter called " The .Mortgagor, ' of the first pan, and William I>alton of the City of Toronto, in Ihe Province of Ontario, banker; hereinafter called "The .Mortgagee," ofthe second part; Whereas the party of Ih, first pan has contracted lo purchase fro, the pany of the second part the land hereinafter described, and has agreed to give this mongage as security lor two hundred and fifty dollars, the unpaid balance of the purchase money. Now THIS iNOENTtRE WlTNE.SSETH that in consideration of Iwo hundred and fifty dollars, the unpaid balance of the purchase money, and of one dollar of lawful money of Canada now paid by the said mortgagee lo the said mortgagor, the receipt whereof is hereby acknowledged, the said mortgagor dolh grant and mortgage unto Ihe said mortgagee, his heirs and assigns forever, .All and singular Ihat certain parcel or tract of land and premises situate, king and being in the Township of Tiny, in the County of Simcoe, in ihe said Province of KSSENTIALS OK COMMKRlIAl. LAW. OntHrii>, beinB composed of the West half of lol number One Humlred and Thirteen on the first concession in the said Township of Tiny, containinK. by admeasurement, one hundred acres, be the s«nie more or less. To Have and to Hold the same, with the appurtenances, unto and lo ihe use of the said mortgHKce, his heirs and assigns forever, subject to the proviso for redemption thereof hereinafter contained. Provided this mortgaRe to be void on payment of two hundred and fifty dollars in gold, with interest at six per cent., as follows :— the princi- pal sum to be repaid by two equal instalments, payable on the eighth day of October, 19a^, and th^ eighth day of October, 1904, together with interest at the rale aforesaid, payable with each instalment of principal as shall from lime to time remain unpaid, and taxes, and performance of statute labor. The said mortgagor covenants with the said mort- gagee that the mortgagor will pay the mortgage money and interest, iiid observe the above proviso ; that the mortgagor hath a good t-ile, in fee simple, to the said lands ; and that he hath the right to convey the said lands to the said mortgagee: and that, on default, the mort- ■ sgee shall have quiet possession of the said lands, free from all encum- brance ; and that the said mortgagor will execute such further assur- ances of the said lands as may be requisite. Provided thai the mortgagee, on default of payment for one month, may enter on and lease or sell the said lands without notice. Provided that the mortgagee may distrain for arrears of* interest. Provideu that, in default of the payment of any instalment of the principal or the interest hereby secured, the whole principal hereby se- cured remaining unpaid, shall become payable, but the mortgagee may waive his right lo call in the principal, and shall not therefore be debarred from asserting and exercising his right to call in the principal upon the happening of any future defauU, provided that, until default oi payment, the mortgagor shall have quiet possession of said linds. In Witness Whereof the said parties hereto have hereunto set their hands and seals. Christopher Black. William Dalton. , Etc.. Etc. 1 1": ) Signed, sealed and delivered | in the presence of John Smith. Receivkd, on the day of the date of the foregoing indenture, the mortgage money herein mentioned, to be advanced to me. Christopher Black. County of Simcoe. | I, John Smith, of the Town of Penelanguishene, in To Wit. J the County of Simcoe, make oath and say : 1. That I was personally present and did see the within instrument and duplicate thereof duly signed, sealed and executed by Christopher Black, the parly thereto. MASTKK AM) SKHVAVr. 10] 2. That the said inslr'iment and du.ilicate were execiitt'd at IViH'- titngu'xhene. 3- That I know the said party. 4. That I am a s.ib.scribin|{ witnesi to tie said instrainent and dnplicate. Sworn before tiie, at Penetan. i (fitishene, in the County of | Simcoe, this eighth day |' of October, A. D. 1902. I Jt>nv SMtTII. n'.ARev Gkikrson. A Commissioner for taking affidavits in H.C.J. Ill many rospt■l:t^ eH.M'TKR XXIII. MASTER AND SERVANT. The Relation botweeti Master itnti Ser\atit is the stitne as that bctwecti principal and itj,'ont. so that whtii has been said under the head of atrcno- will in nearly every particular apply here. ' The master is the employer and the servant the etnplovee. In order to constittite a contract of hirinff .and service there must he either an expressed or implied mutual enffaffement bindinj; one party to hire and remunerate and the other to serve for some determinate time. In cases where the employer only tijrrees to ptiy as loiiK as the servant remains, leau.if: it optional either with the servant to serve or the master to employ, there is no contract of service and hire. Contract of Service and Hire. .\ contract of service and hire need not necessarily be in writinff unless the contract is for a lonf;cr period thjtn one year. If no express contract has been made for hire between the p.-ir- ties a contract will be presumed if the service is performed, unless it is with near relatives, as with parent or uncle. If service has been performed without anythinfj bein^' said about waffes the law presumes that the parties a(,'reed for the customary wafjes for that kind of service paid in that community. Where it is not specially agreed to the contrary, wa^fes would be payable at the end of the time. lOJ KSSKXTIAI.S 0¥ fOMMKKLlAl. LAW. Duties of the Employee, The employee must tultil the Ji^'ree- meiit, whatever lh:it niiiy be, and to do this faithfully requires not only dilT^,'ence, hut his careful attention, skill and forethoUj,'ht. His master pays for his skill as well as for his time, also his diligent forethouffht in planninu or exeeutinf; his work. He is expected to obev all reasonable orders from the master, to be punctual and courteous. A fla(,'rant violation of the a},'reement in any of these particulars renders him liable for dama^res or for discharge as the case may be. Notice to Leave* .\ servant hired for a definite period, either for a day, a week, a month, or a year ma\ , on the termination of the time, leave, or the master may discharf;e him without K'ivinj; any notice. Where the hiring' is for no delinite time and the wafjes paid by the day, week, month, or year, when either party wishes to terminate the contract the other party is entit'.'O to notice ; if paid by the day, a day's notice ; if paid by the week, a week's notice ; if paid by the month, a month's notice ; if paid by the year, three months' notice. The notice need not be in vvritiii),', but where the time is lon^ier than a day it would be much better to j;ive a written notice. Discharge without Notice. -The employee is presumed to (jive due dilif;ence to the discharj,'e of the duties assij^ned to him, to be punctual as to time, to obey all reasonable commands, and to be responsible for all damajjes caused by his nej^liKcnce. If, therefore, he violates the ajfreement by habitually neKlectinjf his duties, by taking,' absences without permission, or in ;iny of the iollowin^' ways he mav he dischar^'ed without notice by payint; him the wajje^ lue. Persons employed on a weekly or monthly service may quit hy ^nvinj^ a week's or a month's notice, or be dischiirj^ed by payment ot a week's or a month's wa^es. Cause for Leaving. The master's commands are presumed at time of contract to be reasonable, lejjal, and to be within the limit of work the servant was employed to perform. The implements and machinery are supposed to be suitable for that kind of work and so protected as to be reasonably free from dant;er. If, therefore, the master ^ives unreasonable commands and endeavors to enforce them, the servant has cause for leavinj,^. ^rASTKR .\\1> SERVANT. 1(1.1 It the madlinc, or any particular machiiK- used by the emplovce IS not considered suitably protected, and he ^ives notice to 'the employer, who still renuires ivork to be done with the danjferous machine, it is a cause tor leaving'. If any accident occurs after ^ivinf; of such notice the employer is liable tor dama^a's. If the seryant used the machine without Klviiif; any notice of its daiijjer he cannot claim damaffes for an accident. If the m.-ister does not pay the wa^-es .-is per astreement the ser- vant may procure a discharge and wajjes due, by placi.ij; the matter ni the hands of a Justice of the Pe.ice. Proceeding, in C»«e of DiMgreement. If any disajjreement exists between master and seryant, proceeding's must be taken before a Justice ol the Peace within one month after the enf,'a(;ement has ceased. If the Justice receiyes the eyidence of the plaintitV he must also receiye that of the defendant. When \yaj;es are not paid by the master to the seryant, the ser- yant may within one month after the engaffement ceased, or within one month after the last instalment of wasfes was due, t.'o before a Justice for a hearinjf of the case, and if furnishing a sufficient proof of the cause of his complaint, secure a discharge and obtain an order for payment of waffes up to the amount of Sfll and costs. Either party mav appeal from the majjistratc's decision to the Diyision Court by ^Hvinsf notice of appeal to the other party within four days after the decision, and at least eijf In days before thj holding of the Diyision Court ; also within the four days to enter into a bond with the opposite part> with two sureties, approved bv the Clerk of the Court, for SIOO. as a Kuarantee to appear and to Joyer the costs. Where masters and workmen establish a Bo.-ird for the settle- ment of their dilli.'ies that may arise, it h.-is by statute all the powers that arbitrators possess, and its decisions are binding;. CONTRACT FOR HIKE OF LABOH OR SERVICE. This Agree.\ient made this day of 19 '"'"■■"'" the iiarly of tlie first part and the partv of the second part WtT.IEssETH. Tha, the said parlv „r Iho fir,t part agrees faithfully and diligently 10 work for said the party ESSENTIALS OF fOMMERt lAL LAW. of the BCL-ond part, on his furm in the coiiniy of Province of Ontario, (or as clerk or salesman in his store) for the period ot from and after the day of 19 , for the sum of per month. In consideration of which services so to be performed the said party of the second part, a^^rees to i>ay the said party of (he first part, the sum of per month, payable as follows : dollars on the day of and dollars on the first day of each successive month following, until the whole labor shall be performed ; and when said labor has been fully performed, then such balance as has not been already paid the said party of the (irsf part. In WiTNEss whereof the said parties have hereunto set their hand this day of 19 . I Signatures : CHAI'TKR XXIV. THE LAW OF REAL PROPERTY. Antiquity of Real Property Law. -The law relating' to the transfer of personal property differs materially from ihe law relating to the transfer of real property. In the j^reat majority of instatiees the law which jjoverns transactions in real o.tate is the law that has jfoverned them for hundreds of years. Of course there are many statutes of a modern date which have materially aided in simplifying; titles and in renderinj,' the transactions between buyer and seller and mortjjaj^or and mort^affee easier and less costly. Xotwithstanding all this, it is .mp;issibie to fjain a thorouj^h knowledge of real estate law without having recourse to the ancient common law doctrines and the statutes of carlv law history. The Statute of Frauds. — For example, in the purchase of real properly, the sale must be by some written document or it is not, in the absence of part performance, enforcible. This effect is due to the operation of the Statute of I'rauds which provides in the 4th Sec. that no action shall be broiif^'ht upon any a^'reement for the sale of lands, or any interest in lands, unless the ajfreement is in writinjf and sij;ned by the party to be char^f^ed. Thus the necessity for ;nid the effect of the initiatorv step in the purchase of property (thai is. the aifree- THK r.AW OF KK.\L I'KOPKR TV. 10.') ment of purchase! is derived Iron,, and is settled bv relerenee to a statute passed in the rei^-n of Charles II, as confirmed hi the n..iiiv decisions vihich have been (;iven upon its terms. Signature to Contract. It will be .loiiced that bv the statute the a^'reement in writing is to he si^-ned by the partv to be chartjed. It, therefore, the a|,'reement is not si^-fied bv both parties, it is enlor- cible or not, at the option of the partv who has not si^'ncd it \ verbal aj;reement for the sale of lands is not enforcible bv either party. .\ written a),'reen,enl for the sale of lands is onlv enforcible acauisl the parties who have sij;ned it. Part P«rforman«.-Hut this rule is subject to an exception, tourts of Equity have decided that where there has been a part per- formance of the verbal contract it would be inequitable to allow the other party to deny the contract, and he will therefore be held bound by .t thouj,'h it may be oral or by writinj; not signed bv hi n. Kor example, ,f on a verbal contract for the sale of land tiie purchaser enters nito posse sion, this will be considered such a pan performance as to take the case out of the statute, since the person t.ikinjr posses- sion could only have taken possession (ai as a trespasser or (A/under some contract, and .is the law will not presume that he is a trespasser. It follows that the possession indicates a contr.ict, and the terms of the contract may be shown by evidence, the fact of the existence of a contract having,' been established by the act of the parties. Such indehnite acts however as the payment of the whole or part of the purchase monev will not amount to a part performance, and there- lore the payment of money lo bind the barffain is inoperative so far .IS sales of real property are concerned, though useful it. respect of sales of personal property fallinj,- within the 17th Sec. of the Statute ot I'rauds. Part Payment. It is a matter of common supposition that p.irt payment of the price paid on the purchase of land will bind the bar- train. This supposition is whollv erroneous and nothini; will render such a harjfain bindint; hut a written a^-reement or part' performance ot a 'erbal ajrreement. Of course, many verbal contracts are ctirried out by the parties without any objection, but if objection is made to the completion of a verbal contract, or, what is the same thin^r, a written contr.-.ct not si^-ned by the party who objects, the law will not enforce the contract which undoubtedly may exist, because such allowance is forbidden by the 4th Sec. of the Statute of Krauds. tim E.SSKMI.M.S t>K HIMMKKi rA(, LAW. ExamtnatfOD of Title. There i> no prcMnnpiiun in t'awr of a purchaser that his VL-nUor had a j^^ooU title (o ihc lands conveyed, and it is therefore necessary that a search should be made in order to ascertain what title the vendor has to the land he proposes to Ci>ii\ ey. Under the Lands Titles Act.— If t)ie land has been hrou^^ht under the provisions of the [.and Titles Act. which is similar to what is popularly known as the Torreiis system of transfer, the search will be confined ti> entries made since the vendor purchased. That is to say, under the [-and Titles Act a certificate of title ^'iven to tlie owner of the land is conclusive as to his title at that time. \o search is necessary as to the state of the title before the certiticate, the certi- ficate of the Master, or Local Master, of Titles under the Act bein^ conclusive as to the facts alle^'ed in it. It rs then only necessary to search for encumbrances or other matters rejfistered ufifainst the land since the certificate was f,''i\en. In Other Cases. Hut in titles to land not atTected by this Act it is necessary to make a search either from the time o( the j^Tant from the Crown or from some later pe.iod, accordinj; to the circumstiMices of the case and the defj^ree of cautit>n exercised in the matter, in order to see (1) that the vendor is the owner of the land, and [-J] that there are no encumbrances existing'- aj^'ainst the propertv. Searches to be Made* It would be impossible here to indicate the nature of the search which has to be made, the dilficulties which have to be contended with, or the method cf makinf,' the necessary requisitions as between vendor and purchaser. These matters must be left to technical works upon the subject. It may be sufficient here to point out that when land is purchased a careful solicitor will have to make the followinfj^ searches : 1. In the Abstract Index in the Rej^istry office, for entries affectinj; tlie lot in question. li. In the tleneral Register, to see that there are no f,'eneral refj^ist rat Ions affecting'- the lands of the vendor or his predecessors (for at least ten years) in title. 3. .\ search in the SherifTs office in order to see that there have been no sales of land under execution within the last six moKllis, and that there are no executions in the SherifTs hands aflfcctinjf the lands of the vendor or his predecessors {within the last ten years) in title. THE I.AU OK KK.\r. I'KvU'EM rV. [{)- The searehes in the lioiK-ral Rl.■^'istry and in llw ShcrilVs oiVuc arc only rcqniri-il a> to prciious o\MK■r^ «lio havo hulj the l;inj within the hist ten years. 4. A search will be made in the oltiee ol the Treasurer ol the eit., or county in which the lands are situated to ascertain liil That there has been no sale lor taxes within the past two years, and l/>) I hat there are no arrears of taxes a(,'ainst the property. ■">. .\ search in the office of the Clerk ol' the .Muncipalitv .is to local improvements, drainage tax, or other burdens upon the land outside the rej;ular taxes. Conveyance. If the title has been examined and found satis- I'aclorv the purchase nionc> can be paid oicr in return for a convey- ance of the property. (It mi,;ht be well t-. note here that at the lime the conveyance is m.ade and the purchase money paid the insurance policy, if any, should be also transferred and thj consent of the insur- .ince company obtained to the transferl. Che convexance is a docu- ment under seal by which the land is -.ransferred from the vendor to the purchaser. Form of Conveyance.— This con\ eyance mav be in anv f. orm of as the intention of the parties is clear as to the pass- words so loiv inj; of the property to the purchaser, but as the letjislature has appointed a form of words to be used for the purpose of conveyance, and as the form provided has an extended statutory meaniuf;, it is the usual custom to follow the statutory form, not only in order that the conveyances of different parties may be more easilv read and perused, but also because the form which the let;islature has adopted tind authorized conveys with the (jreatesi certaintv the land and all the incidental matters which ^o to ni..ke up the property purchased by the vendee, such as houses and outbuildini and water and other easements. Thi set out in R. S, O., I?miiry to make her husband a joint jjrantor with herM.-lf hcfausc, althouj^'h h\ the variou?* statutes relating; to the property ot" married women, it is not in all eases neeessary that the husband should j^'in, wi beeaiise there may be some cases in which the wife alone could not convey, it is usually a matter ol prudence to 'oiti the husband in all eases. If there are any p.trlies hiixin^'^ any interest in the land they shoidd be joined in order that they may j;rant their interest to the purchaser. After the description of the parties, and after the recitals (if anv) are made, comes the statement o( the consideration, (that is, the an "Mit ot the purchase mone_' ), and then the operali\e words, as they are called, which denote the purpose cf the document wiih re^'ard to the estate conveyed. These words indicate that the vendor (or ^Tantor as he is otherwise called) jjrants to the purchaser the followin},' lands "in fee simple." Komierly the jfrant was of the followinf,'- lands to the purchaser " and his heirs and assij,'ns forever," these words bein^' the words technically used to describe the quality of the estate in fee simple, the hijjhest estate known to the law, but the statutory form now is " j^rant to the purchaser in fee simple." Next follows a description o( the land. This description not only states the number of the lot, whether far.n ot town or sublot, as it woulu ;ppear in the books o( the Reg^istry office, but it the land described is a portion only o( the lot. it should set out some further (K-.-ription as " the north half of the lot," or " tlie south-west quar- ter of the lot." If the piece described does not constitute an aliquot part ol the lot it Is then customary lo describe it bv metes and bounds, that is by sturlinj; at a certain point, usually the corner of the lot or some point otherwise easily identified, and then describe the direction and len^'th oi' the bounda':e> of the piece conveyed. .Alter the description of the parcels conveyed, it was customary to introduce a clause called the " habendum," which read as follows : " to have and to hold unto and to the use of the said party of the second part and his heirs and as.sij^ns, to and for his and their sole and only use forever, but subject, nevertheless, to the provisoes, con- ditions and stipulations contained in the ori^'inal j^rant thereof from the crown." This habentlum clause, however, has been omitted from the statutory form, and It is not necessarv now to use it (except in special cases). -After the description on the statutory form (or after the haben- dum, if that is used) fo\lo\. Ci-,venants settji^ forth the rijfht ol the INK i.AU l^^ m-:\i, ■■Ht>i'i-:Krv. Ill vendor t., ..iino tlu- l.inU ik^.-riK-J. „i,U |.,r llu- .sl.ic li,„ii,..| ,„„. wilhsliindiiiK aiiuhli.K J"„o hj the icndor; luiU th;.l Ihe l;md i. comci.^d fr..'.' from .■luiiinbriin.vs : „nd tli:,| ,\w »i.,dor »ill oxlviiU. any liirlhcr :iss„rani.>.> Ih.ii mny hi- iui.vs>;ir.v ; and the ^-ranlor alv rdea».-s all his daims in the land to the purchaser. These eoien- unts, as at present used, only refer to the aels of the ^endor and those .iaimlnn under him ; they do not refer to the aels of previous ou rs. So far as the aets of the vendor are eoneerued, and to the exienl to vvhieh the vendor is linaneially responsible, these eovenanls eonlain a ready answer to any elaims which mav he set up hv those who claim the land (as a^ains, the purchaser] bv virtue of some act ot the vendor, but it is not desirable to rely upon these covenants, since the remedy under these is personal ..niv and the vendor mav not he linaneially responsible. .\t all events thev are not lo be taken as substitutes for a cuteful search (as aboej set out) in the Re!,'islry Office, and of the arious convevances and mort,;a, s and oth -r documents produced. ■, he bar of dower follows the covenants and lelease. Efftct of Convtyanct. When the convevance has been executed and delivered by the .endor, it vests in the purchaser the p-opertv described lor the estate conveyed. Registration is not necessary to the validity of the conveyance, which, as between the parties to it, is ffood thonjih it is never're^-is- tered. It is also ^-ood without registration as against an execution creditor ot the vendor, hut it is not sfood without rei,-istration as atrainst subsequent purchasers or mortjfaifces of the land for value without notice. If the subsequent mortjriiK'ee or purchaser has notice ot the prior conveyance, then of course he will take subject to it. It IS not, of course, wise to allow a conveyance to remain unrenistered, since It IS liable to be defeated by subsequent documents, as shown above. Mortgagei on Real Estate have been fully considered i ate chapter. hssKNriAl.i 0>- iitMMKKl lAI. I.AW. tn\rri:R xxv. WILLS AND EXECUTORS Vho may make a Will, All pcr^oI1^ ot Muitnl miiul miil nu-nnir\, ot Iav\ tul ii^.'i.', Ir-'clv cxcrLi-iin^' their own will, niiiy dispo-.o ol tlicir property h\ wil!. Lawful Age i"* -' vc;irs, in hoth muU' and tcnialc. All V ills should h^' in writitif,' on paper or parLhmcnt. form oi words is neL'L-ssary to make a will ^'tuiU at law. of a will if male, is ealled a tcslator ; if female, testatrix. Ni» exaet "he maker Dying; Intestate* Any person who dies without ha\iii^' made a valid wilt is said to have died intestate. The property wilt then l^e distributed aeeordinj,' to the laws of the Proxinee in uhieh it is situated by a person appointed by the Surroj^ate Court, called an Administrator. Thoui^h eommoidy used, a seal is not essenliat lo a will. The last will aiunils ,ill loiiiier ones. A Wife's Dowet. -A wife cannot be deprived o( her dow which is a life-interest in one third of her husband's real estate, i_ will. A de\ise or bequest may be made lo a wite in lieu of dower, but it must he clearlv so expressed or she may become entitled to both. Subsequent marriaf^fe revokes all wills made .vhile sinjjle. The testator's property is primarily liable tor the testator's debts and funeral expenses, which must he paid before any part of it can be distributed to lej,'atees A will is ^ooil, thoui^h written with a lead pencil. Witnesses. — A Will must be signed in the presence of at least two witnesses who must sij,'n in the presence oi' the testator and of each other. An executor is a competvnt witiK'-s. Executors* A person who is co'- petent to make a will can appoint his own executors. If the per-ony so appointed are lef^alt)' competent to transact business, the Surrofjale Court will confirm the appointment. The persons so appointed are not obh^r. ,| to serve. wri.r.s AMI KM-AiroNs. pri'-iiKi'. ,u ill know lidtfc- H tlUTll lit si^jii hi prisin ri-L)iii It i< iiol iioccss;,r> Ihal Ihv «ifi,v>Ms should ki„.« ilu- lonli ol the will. Ii i» iKv.svirj thai Ihi Usi.ili' thjtt il iv his nil!, sif^iis it in tlu-tr Hi|{natur>; :ilrL-ad.v sij;ntU to hi' lii«. iiiiil wilncMs ; they «hiiiild si(;n tt'\tiiti>r iinU t>C uai-h i>thcr. Thi- ti-,tiitor should Hrilc his ,.»n ii.imc in full. Ilun.ihli. i„ so, his hand should be >;uidi-d hv anothir, and his iianic «ritlin o mark made near his namo. Thi. lollowin^r is the usual lorm ot signature « hen the lesti sitjiis hi mark : the the do .lohn X Smith. ntl in uhieti the The exeenlors must lirst proie the will and hale their .ippoinl- meat eonHrmed hi the Siirro(,'ale tourt of the Com testator re.' Jed at the time >.' his death. Kxeeulors are allowed one .vear in iihieh to eolleet the assets a.ld pai the dehts helore the pai ttient ol le^r,,eies ean he enloreed thou^'h it ,s alllais ivell to perform the duties expeditiously. Kxeeulors must keep a slriet aeeount of all de.din^'s with ilie estate, or they will he held personally responsible, bequest to a witness, or to the hushan'd or ini ulid. A devise . of sueli witness An addition to an exeeiited will is ealli-d a eoJieil. The same essentials apply to a eodicil as to a will. I.e(;.ieies to snhscribiiiK witnesses are K'e'ner.illy deelared void. SHORT FORM OF WILU 1. A,idre-.i Piilersim, ol Ihelown of Berlin. iii.-relMnl. beiiK of sound and disixisin^ mind »nd memory, do make and |,uhlisl, this as mv last «;.lli.nd le,.amenl,l,irebyr..vokinu,ll former will., and teslamenlarv dupos.lions hrrelofore al any lime by me made. I hereby appoint my brother, \Vm. Peterson, and my son-in-law John Graham, to be the executors ol my will. 1 hereby direct my said exeiulors to pay all mv just debts, funeral and lestamentary expenses as soon as possible after my decease. I hereby devise my house and premises known «, No. 161 Spruce avenue, in the town of Berlin, to my wife. May Peter.on, during ihe term of her natural li.'e, and after her deee.isr ,„ my son, Robert Peierson, absolutely. 2 ESSENTIALS OF (.OMMEKilAL LAW. I devise and bequeath lo my -.on, William I'eter^on, and my dau>ih- ter May, the wife oi John Graham, all the rest and residue of my real and personal estate in equal sliares absoUilely. In witness whereof, I have hereto set my hand this 1st day of July, Signed, executed, published and declared as and for his last will and testament by :h^ said testator, A.B., in the pres- cnct^ of UH wiine.sses present ai the same time, who, at his request, and in his presence, and in the presence of each other, have hereunto subscribed our names as witnesses. \V LLiAM Brows. Ti OMAs Black, Andrew Peterson. CH.APTKR XXVl. SUNDRV :!liORTANT TERMS. Guaranty. --tiiiJiranty is an a^'reeinont whereby one person becomes reponsihle for the debt or defauh of another person. Some- times the agreement is called ^'uaranty and sometimes it is called suretyship. The contract oi' ^'uaranty or suretyship to be valid must be in writing;, signed by the person who a^'rees to become responsible. There is quite a difference between guaranty of payment and guaranty of collection. Guaranty of payment is an agreement by the surety, that if the amount is not paid when due, the surety will imme- diately pay it without any effort being made to collect from the prin- cipal.' Guaranty of collection is an agreement by the surety that he will pay it after due legal proceedings have failed to collect it of the principal. A guaranty or surety for the debts, default or wrongful acts of another, is generally given in the form of a bond. The guarantors are called bondsmen, who are liable only to the extent stated in the bond. .^ person may endorse a note as a guaranty, or may sign with the maker as surety. I 1U>I ••IMIKV HII'OKIAM Tin,,,, , | ,, Without Prejudice. Tlu. t«,. „.„ ,„. ,„,,,,, ,,,, „„„, ^.„^„^„. ^„ ,^.^ I, , ■ ; I--. -,,„.„„,.,.„, ,,,„,,.,.;,. ,^ .,::,■'■",! ^ ^■IKv. ol .iK.sc words is. ,1,;,, if „,, .,,1,^,. ■ " ' '- pi->.p.'-ilion or u.rms ,l„,s oiVcr^.J .mJ tl, ■ • ■ '' ' .■■■.nno. Ix. used i„ cour, ■, , l' " '"'^■^ '" ^""' ""- ''■"-'■ ""'",'•""'■'- ^'^iciciKViijrainM IJK. „ril..r. 11,,,,,. |„ iMr,:r r'™"'-"''^^^''""- ^'- •—■",:::, i M„,,ss|„| |,„ ,„, „ ,„„ ,,,,i„,|i^.^.^|, , ,„„^^,„.^, hoKllHl,,,.:,- ol s„,h ;, 1,1, „ ,,„„|,| 1,^, ,1,^. |„||„„|„„. llKAH S,K i Will,,,,,, |,r,-i„,li, , II,.,, proposi, , on, f,,. ■ ,,M,,ni„,tj Repkvin.-A K,pl,vi„ is „ ior,„ ,„■ ..„,i,,„ ,,_,„„.,„ , ■'-.rr- ■^''^^"'^"- "->'■ '^'^'"I'v ..•,^:;;::: ■.uih,lollpl,«:,o,h,pll,i,„i,r, or wi,i„, ii„ ,,„„, „,; ,,,,J ',: "'>,„.^ tor .., J,„|,,-. order wo„l,l .„„„ri..„|v p„i„ui„ ,,i. ,i,„: -i.h pro,vr,v. „ XX-ri, of R,pl,vi„ „,,, iss.i, uL. :, |„d..,-^o^, ,; or rule ol tli, C-o.„-l is olil„i,„d. "" Hetoro ih, .Si„rinii„s upon a Writ of R,p|,, ,„ „„ ,,,;,„.„„ ^^ required ,o sjive a bond lor treble ,be amount ot ,l,e properlv ti,,, I ■ -III proseeu.e the suit without deiav, or make a return of •„,, ivrty ,1 a return is adj.id,^ed. and pay sueh dam.„.,sio ,he deleni n," . s he may have sus,ai„ed ,h,-oUf;h the proeeedin^-s. It llie , ,1,, .e,oods,orwhi,h.h. Writ otKeplev \„„ ,;;;:„ ,v,eed M,.. the wr,l may issue from llie Division Court, if o>er ,^«l ••'"'I "P to S.'.lll, ,,„ wri, may issue iVon, Ihe e-ounlv l„„rl A eopy oflhe wri, is no, served on Ihe delendaul ,iii|i| .,f,er ,he property has been replevined or as i,i„,,, ot i, as possible. Arbitration is the subniission. by p,„.,i„ „.,,, „,^^. ^, versyord„.e,e,i,e, otihe matters m dispuie ,o Ihe deei fa ihird 114 ESSKNTIAI.S OF t OMMKHl lAl. LAW. Arbitnition is one of the lii^'liest courts for the settlement ot per- sonal diflerenees, and if people would only learn more of its benefits and adviinta^^es, more would avail themselves o\' it. When the matters in difference are simply those o\' tact, it is often more satisfactory to submit them to the decision of nuitual friends, each contendiiij,^ party choosing; one. and the two arbitrators thus chosen choosin;,' the third, and the three parties thus chosen constituting; the court. The decision of the arbitrators is called an award. The award should be specific and distinct containing' the decision of the arbitrators in as clear and concise lanK'":ij.re as possible, which ^ilould be put into writing. .;nd sijjned by them. The followintr oath should be taken by the persons chosen toad as arbitrators or referees before enterinj,'- upon the examination of the matters in dispute : \Vi-, the undersig^ii^d iirbitralors, appointed by and between Jolin Siiiilli and Tlionias Brown, do swear fairly and faithfully to hear and examine the iiuitters in controv«r-,y between said John Smith and Thomas Hrown, and to standing. make a jujil award, aecordin^ to the best of our under- T. H. Grant, L. L. Hamilton, S. H. Thomas. Sworn to, this 2lith day of May. 190-i. before nie. D. B. Johnson. Justice of the Peace. Oath to be administered to a witness by the arbitrators : Vou do solemnly swear, that the evidence yon shall give to the arbitrators here present in a certain controversy submitted to them by and between John Smith and Thomas Brown, shall be the truth, the whole truth, and nothing but the truth, so help you God. The ai^-reemenl to refer matters in dispute to the decision ot arbitrators is called a submission, and the terms of the ajjreement should be written out and sij^ned by the disputing' parties. Garnishment.— Sometimes in a suit to recover money, a third party, called a ^^arnishee, is brout,'ht in. A ^'arnishee is an outside party supposed to owe the defendant money, who is ordered not to pay the money to the defendant but to pay it into court, or keep it subject to the order of the court. Suppose A sues B to recover nionev due him. which H refuses to pay. Before or during' the pro- SlXriKV IMIMKIAVT TKKMs. li: jrrws of llK. suit, A loarns lh,,l C is i.ukh.oj lo II » „ ■■' Jfarnishco .summons issued for C ord' i , , '" "'•■'•' ''•'^•■■ n-.K-y >vhi.h h. n,a, have he o .'in; '"',''' ,'"" '" ^ '"" ""' f - e..m,„:„ion i, is discovered ,h., he is ind^.e^ , r''';';:- dehl ,s one whieh hv huv is suhieel to ... . , ^ '' "' •""! ""^^ oitHe. o.de.ed to h; p.id i.t.o ^l^:: , '^ i^ z;"; ,'1:^ "";-> : joet to order trom the court The,, it' i, '' '"''■ rendered „irni„s, |( then,, '' '"" J"^f-'"H'i,t is ^..'".M "•'lHM„o„e.v, orapor.tonofit, is^.iventoA. A Certificate of Deposit is „ written ins„,u„e„, iss„ , , n.iiik, ;iMd CLTl til's 111, ( ., „ 'iiinuru rssuoU h\ a «r.he,,te proper, endorsed. , ■ i, i' the't:::::::;',;^:; A Bill of Latling is ••,, n,emor.„,du,n or .eknoul I wnlinir, siirnod hv th.. ■.,„, ■ ''tlMio^ led.i;me„t in -iv:;M,^ood' :,,:;: rCr^h;::::.;'',:^^^-'' •'■''''- '•- ^:::::::rr'dr::;;:v-'"7-'t^-^^"---"--'^ ;;^^^r......,,eph::;h:::^,,^:t;^:--,-:-.;::'--- Ihe eons.jfnee therein named, or to his as ' ' """'''■ "' Irei^rht lor the . I,e or lhe\ Two or more hills of ladin,- are i/enertllv si lu . or master of the vessel ■ ,„ . i '-^"•'■•ill.v s, ,d bv the captain ^>re consigned. ,:! ir^.^^T""'? '"=-'" '" ""'- ".e^ ,s the hill ot ladini; 'inj.' and translerrin- of A Letter of Credit is a for,., .-i, ,,„ , , „ .ntvel in torei^n countries. I, is 1:^:1 C:""V:- ''"''" '" IMMKIU l-\l. I. AW. eiiAi'ii;!-; xx\ n. BUSINESS AND LEGAL FORMS IRllMlSSdKV NOTB ^^>^.|^iTRH^ST BPtUIMI. m;-^, llAMM.lON, Out., Oil. !■". I'"l-'- lliirlv eli.vs ^.lur &.iW. I promU.' 1» pav \Vm. II. liim- ho-n, or' oulL-r. SIv lluiKlr.d So.i.ty-tuo Doll;!.--, ^-ih,^ "■''^'■'*'''' W. II. InKlDM.SN. PRiniSSOKV NOTE INTHKBST BE4HlNKt».. it fo. PHOMISSOKV NOTE JOINT AND SEVI!1!»U. m.,i;ii London. Ont., Oct. It, I'l":;. •|-„o monlll.- allcr diite. xvu jointly and scveially promise to pav William Taylor & Son, or ord.T, Twolvc Hundred S.My Dollars, vaUie iveuivud, with interval at .■".'„. Kin\.\KD Iamsdkn. S. ti. WoODWOKtll. JOINT PHO.MISSOKV NOTE. l.oNiioN. Out,, Oot. II. r."i: srjii". •1„ o month-, after date, wc j-intly promise to pay William •lavlor & Son, or order. Twelve Hundred SiNtv Dollars, value received, with interest at ->",.. KmV.VKL) I.IMSIIKN. S. ti. WoOilWOKIH. i!rsiM:ss AVI) i.fx.M. loini^. PKUMISSORV NOTE NUT NEOIITHBLE. 117 l!i:r 'l^I.I.K\IM.i:. Scpl. .:, 1 !MC SiMv day. .ut.r dm., I pron.is. u, ,„> , s |;,,„,„, '"'Iv. One ULiiidred D,>ll,-,r,. valuo r,;VnJ. ' IkIH. I.. }|l M PKUAIISSUBV NOTE- UN DEMAND. WITH S.KETV, Ol T.IH A, Olll., S^.pl. ; UM. S. Uooi.s, Siirotx. Thr... „H„„l,s Af,.,. d,.,K., I p„„„i,, „ , I I, mleresl al .-!■■ i^^u\..-d, „i,|, --'- ■ > ^'^r"r::::tzz:; :-;:' exempt,,,^- real or perso„:,l properly IVon, le^, ,■„,., ",1,!. 1- l>. Mn.ini.n CHATTEL NOTE. oiini. ... WOOIISTO.K, Olll., .\iu,, I, liii.j On or helore.Wn. I, I IKlL', for value reeeiv^l / i,r ■ .o,«y.\.K .a,e,,,ve Hundred ,M,ar,;,,..ea;dJ; 7 Him. .\. .Sronm 118 KS'.KVriAl-S OK lOMMKRlIAI. I.-WV. ACCOMMODATION NOTE -WITH ENDORSEMENTS. S'J.'iO. Ml>XTKK.\l., Qvic , Sept, i-J, 190L'. One nu-nih iifter date. I promise to pay to tnvseU". or order. Two 1 hindrcd Kil'ty llollars, value received. ill Merchants Hank. 11. Hannah. Writu-ii across the back : 11. Hannah. Will. Broun. PROMISSOKV NOTE-BEARINO INTEREST UNTIL PAID. s\-2 1. Toronto. Ont.. Ji ly 7. \\Hf2. Thirty days after date, 1 promise to pu\ C. K . Ruthven, or ordi. r, One H undred T\veiit\ -nine Hollars. \'aUi(. received, at thL Hank of Toronto, witli interest at 7 bel ire and at er maturity luitil paid. W. 1 . Ml .Mastkk. SKIHT URAPT. DEMAND DRAFT. s-j-^-j. Lhatham, Ont., Oct. 7, IHO-^ At sif^^ht pav to C. S. .iviiiifstone, or order, Two Hundred T\veiU\-two Dollars, val'-ie received, and char^-^e to the account of. R. \V. Loi ni-N. To Samuel H.aker. Toronto, Ont. S-2-2-^, Chatham, Ont., Oct. 7, liiO-2. Oi^ demand pay to C. S. Livin},'-stone, or order. Two Hun- dred Twenty-two Dollars, value received, and charjje to the Hccoinit of. R. W. LotDKN. To Samuel Haker. Toronto, Ont. lUsrXE^s AM) r.Ki.AI. HIHMS. TIS1E DRAFT. -ACCEn^EU. ll.wiiMox, Onl.. \„v. ir, 11)111', NMK,>.h>c »olh,r», v.luc revolved ,u,d .h.r.-.d u, ,1,. ;ua„„„ To .M. S. (irilHn. Kkk,„,«kk llr„so.v iMi^'Iph, Onl. \Vri>t..„ across ,he l;,cc of .1,. draf, : .\c.vp,„l, X,n |„ m-J. Pavablc at Th. Traders Hank. .M. .s. (irillin. N'o. .")i|.-). TomiNTo. Ont.. .\pril 1 1, Hid.i, Mkiuh.\.\t.s B.wk. Pay to the order of David lloskins. si "s ^lftecn Hundred l'-ifly-e!);ht Hollars. ' '" ' ... T, „ , J- '•• \\'>KKi:v. Jr.. lashier. lo The Bank ol .North .\merk-a, .\ew \'ork C'llv. CHE0UE.-CE8TIFIED. ■ ^'' ■ ''• ToKo.VTo, Ont., Oct. I.",, llKij, Thi! C.\.n.ai,iax Haxk of Commlrck P.-,y to Heno- D. Hnn.intfdon or order, S7li-. >»cven Humlred Xinctv-two ,^ „ I'oliars. Ul AHANT^ OF MAVMEXT. For \ :iUk' I uilliiii nolc. l>. 1). IlLMlU. (il AHANTV OK COLLIXfUtN. l-\.r value loeeueil. I hcivin i;uar:mU'0 tlu- volk'Clioii oi tile itiiin note. 1. 1). l!Mii.»K. KHCBIfT TO APPLV ON ACCOtNT. •I'liKoMO, Oiu., Oct. IT. I'.ili-'. KivviveJ I'l |. il. llaiiiia, One llillKlreil l-'iltevn Dollars to appK iHi aeeouiil. Sll.-i liMlNsoN \ l-kAsi:u. RECEIPT IN FL'LL OP ALL OEMANOS. II Will. ION, Out.. N\". 4. I'"'-- RoceueJ ol ,|. H. Parsons, Seveiilv -seven Hollars, in lull of all deinailds a^'ainsl him. J.-- jAMis r.oUMAS. RECEIPT TO APPLV ON NOTE. Hi Ki.iNt.Tox. Out.. Sept. --, I'.l'i-. Received of Arnislroni; & Eddy. Two lliiiidied 'I'wenly- lUe Dollars lo apply on their note dated July I. I'."!'-', 1,'iven to me, liein;; thi same payment wllieh I have endorsed on said Sl'l'"i. \\". R. Smuhsox. ill 111 SISKIN .\\|> iKi.Ai. lOKMs. l>tE BILL PAVAHLI; IN MOMiV. Hui.' Am.-s U. |^.,i iKirn Oi <.. \,.v . 1", h"ij. • rikr. lu iilv-li\ noi!,,!-.. II. K. liKOUN, in >; Hll.l. PAYAHLK IN IKXIDS. Sl'nii, I.M.I, Oiii.. Div. .1, l:iiij. I'u.. Williaiv. I.,.,., „r hoMVr, T«>, Ihiiulr.J l)„ll,„. i j«'H\ II will IO\. A SHT Oh- R>UHI<1N eXCHANUB. ^,7.-.". ■I'limiMo. .\ni;-. -jii, lllll^'. .\l sixlil 111' Ihis my l-'iKsT or l-:vili:inf,'i.\ i Snoml „/ Slim,- ,/,!/,■ „ini Iciuir iinfiiiiiii, pMy lo iIk- oiJoi o\ |,iiih^ i:-MWr!k SoM^, Stv.-M lliindr.-ii imkI l-illy roiiiij-. .Siii- lini^^ :uij ^hiir^^c to ttiL- ;u..-oiiiit oi koli|..Ri-.o\ \- Co. lo Iho l.loyd Uiinkiiif; Co. , l.oiiiloM. Kni,'l;..Kl. '^■"'"- ToKOMO. .\ii!;. -Juih. imij. .\t s!f;ht of tliis my Ski OM) of Kxl-Ii.'mil.'^-. ( /v>.v/ ,./ _ aitmt' tliltc ami h'nof iinftiiiil I, p;i\ to IJK- oi\ti.'r of |;inK'^ Carter it Sons, «i,..v fii Hmulreil :iml l-'ifly I'oumis Ster- liiiir. and ehar^'-c to tlii.- ati-otint oi lo Tlio l,lo\d Maiikini; Co.. London. I'jii,fl.ind. UOIIKKISOX S; Co. KS>.K\TI.\t,S ill-' lO\rMKMl l,\r. LAW. ceRTiPicAii: OF ueposiT. fS'^m. \o. IJll. Till- Hank OK MoNTKKAI. Ol TAWA, Onl . AuK' il, V.llyl. AUiun Whitwor th lias deposited in this Hank Ki^'lit Hundred ind K irty dollars pa\ablc o th e order of himself | on ttic return ot this certificate proper!) end (.."■sed. J. (.'. [U:\nEKsoN. 1 t'ashier. LIEN NOTB.-OKDINARV FUHM. Sl:i:>.(>u. \o. :M-'. llAMii-roN. Ont.. June I'i. 11I0:S. Three months after date I promise to pay H. B. Johnson, or order, at his otTice, the sum of One Hundred and Twenty-tive I')ollar_s. for \'alue Ret:ei\ed, with seven per cent, inierest until inaturlly, and one per cent, monthly alter due till actually paid ; and if payment is enforced I will not dispute the jurisdiction of the Court at Hamihon. and 1 further aj^rce that if I offer my ^'oods, chattels or real estate for sale, with tlie intention of leaving the Province, this Note will forthwith become due and payable. The title and rij^ht to the possession of the property for which this Note is f;riven, one " Remin^'ton Typewriter" No. t)*')72!', is, shall be and will continue in H. B. Johnson, the law- ful holder of this Note, until it or atiy renewal thereof is paid, and he or they may resume possession and re-sell or convert to his or their jwn use, and not be liable to refund any money or valuables that I may have paid, and I will pay all expenses, interest and deficiency, and the said article shall not be removed or secreted, and the lawful holder of this Note can take forcible possession, without recourse to law, and I will j^'ive no hindrance. I acknowledj^'e having" received a copy of this Lien Note. Witness. Thomas Fuller. William Bkown. msiNKss .WU) l>.t,\|, hOHMs. LIKN VJTF, It MONTHI.V IN* TALMEMS. Due, TokOMn, lint., Sv-pt. Jrul, I '••111'. On lliv Hrsl J.n „| ^.-uli nu.iilh lu'ivnlUr hir six iii,,ii|hs >vii>cculi\vl>, I pr.'Mike' to p;iy lo l);i\i.l M,.skiii> ihc -.urn of l-\w IVIhirs. ilu- «1i>.1l. .iinoimlinn to Tliirtv Dolhirs. llic liist olMich paviiKMilN lo Iv m;iiK- on tho fir-l Jny ..flVloKr ^icxl, inlcivM iifli-r iii;itnilt> nntll piiid. .it iIk rnl»- of l.-n pir ii-nl. ptT iinniim. Ill tlu- cxciit of" sale or iitlier disposa! of nn lanj or per- sonal property, or of default in making am of the aliove p.i\- nients ;it the time meiitiiined, the whole amount oi this Note shall thereupon heeonie due and p.iyahle forthwith. The title .ind n),-ht to the possession of the properly for whieh this Note >s tjuen, one " Souvenir (.'ookini; Stove," Xo. '.1. maiuifaetured hy I'he liurney-Tilden to., of ll,imiIton, shall remain in David Host;ins until this Note or any renewal thereof i- lullv p.iid. \^ili"-->^- lilovtAs \\ir.so\ |. |. PVKSOVS. LETTER OP CHEDIT. ^'i'- '■'-->■ Stratford, Ont., .\u|,'. I'l, I'.'OL'. TO THK lt»RRKSt*OM)KNrs Ol- TtIK t .V.\.\l>t,VX f),\NK Ot V OM\ll;K0i:. ;i:.-l(lll. GK.\Tl.K\ti-:\,— We have the pleasure of inlroducint; 'o you the bearer. Mr. Samuel Thomson of Ihis place, who purposes visiting Knglan-I ; d France, and desires to open a credit with you. Kindly furnish him with such funds as he mav require, not to exceed Five Hundred Poi'nds Sterlinj;, on his si(;ht draft drawn on The I.loyd Bankiiijr Co,, London, each draft to he niai ed as drawn on the Canadian Hank of Commerce Letter of Credit, No. '.lu'l'l. Kach draft to he endorsed on the back hereof. Kindly have drafts signed in your presence, and compare carefully with signature below. .\. O. Hr\rLi:v, Manager. .\i.KX. Htxni^Hsox. .\ccoiintant. S\v!L!;l Thomsox. \in ami coiiJui;tiii^ sail! i itv i>t Maniilloii. a> llic ilafv iif t'lvi; VL'al>, imlc^.Hili'.snU cd siH>lKr ARTICLES OF CO PARTNERSHIP. ,11 l'o-l'\KlM.K~Mlr inaJe lhi> l»l Jay of Juik-. I'."'-. iH-IHciii I'aniL-l \\\b»lcr anil fhiirlc^ !■'. Iraniiall. both ol iIk' I il> ,>r llaitiilloii, witTK'vscth : I. IIk- panic- aboM.' n;um;il Ii.im' at;rccj lo bi'tonic lO-parliKT- ill busiiios, and do hereby aKUv to be eo.parlncrs under the Urn. name of Web-ler and frandall, in the business of maiuifaeliiriMV. iMijini,' and selling; paints, oils and painters' supplies, .1 ^'eileral paint and oil store II. The partnership hereby formed shall coniniene hereof and eontiiuie for the te h\ the operation of law. III. Said erandall shall eontribule to the partnership capital the sum of Twenty-live rJ."i| Ihousand Hollars in Cash, and said Wehster shall eontrihiite the sum of Emvc (oI Thousand Dollars in eash. and his skill and knowledge of the business, and the contri- bution of said Webster as aforesaid is deemed equal to the eonlribii- tion of said I'raiiJall. IV. It is .iK'reed lli.it said Webster shall devote his whole lime and ener(,'y to the conduct of the business and 'h ■ f . 'icriinc.' ri ,l- success, but said Irandall shall not be under obli^.-ilion to devoie more than one-half of his time in attention to the partnership busi- ness, and each of said partners may draw out of the business not lo exceed Sl''i weekly for personal expenses. V. It is ajireed that each of said partners shall pay and dis. char^'c equally all rents ,ind expenses of coiijnctint,' the business, ai d all jjiiiiis i'nJ profits «hieh shall arise from business shall be equally divided after the payment and discharjje of all losses by ill com- modiiies. bad debts, or otherwise, and all such losses, and all losses arisinj; from the conduct of the business shall be borne and shared equally belw, n the partners. \l. It is mutually iijjreed that true books of account shall be kept wherein each of the said partners shall enter all moneys by them or either of them received, paid, laid out or expended in and abc.it said business, as also all >;oods. wares and merchandise by them .>r either of them boui;ht or sold, by reason or on account of said busi- ness, and all matters and things whatsoever pertainin(; to said business, and that either of said partners shall at all times have tree and uninterrupted .tccess to said books, and at ilie end oi each i|uartiT llcrvMllcr, c.wh .>!' »iiid parliicr- sImII iiLikc ;iiij rviuKr I.. Iho ollur a Iruc iiiid airrcvi .rloumi ,.| M pi,.|ils ;imlimuM~i' h\ \\wm or I'iihiT 111 ih^Mii, :nKl iU iill los«vs b\ llu'ii, ,.r cillivr ,.| lliviii Mi»l:iincil. ami of all pajnii'nls, rvicipl- aiij di>hMr~i.iiHiil - (ihalso- t.'\cr lOiiiu'L'Icvl Willi saij biisiiu'ss. \ll. Il is lurlluT linroed Ihal luilhiT ,if .;,iil parliur-. d.iriiij,' llio tiMldiiLt iif said hiisinoss, sllalU'ndnrsc aii\ iioK' ,.| Iwoiik' suicIv li'r aiiv pLTsoii Milhoiil iIk' consoiil of llic oiIkt. aiul ikIiIkt .•! -aid p.irliurs shrdl t;i\v Uk- firm iiolf willuiut 1Ik> know Ivdiji- and i.'iisiiu ol iIk- oiIkt. \lll. Il is tlmuially a^.rl•t•d llial at lilt- t-iid ol said parliursliip caili ol said partners shall make and fiMidcr lo llic ollii-r a iiisl and linal aiLOiinl ol all Ihin^s rL'lalini,' lo Uk- said HusinL'ss, and lluri shall be an cqnal division ol Hie parlneiship ^apiliil and ihe inei\;is^ Ihereol', and an etpial beariin,' and sharinf; of Hie losses and liabiliiies. I\ Uliviiss wilKKKof, Ihe parties have herennio sel llieir hands and seals in duplieale, the day and year lirsl above written. Haviu. w m^ii K. ','.' ; I'llvur I s F, 1. UAxmi I . ' ~,7, ' STATUTORY DEED. Tills IxiiKMiKi; made (in diiplieatel the first day of April, in the year of our Lord one tlioiisand nine hundred and two. i\ ri ksi ^^^ i, 01 .w Aer ki:si'i:i ii\i, siiohi kokms ok iowhanos. I!i:iwi:i:x Kdward T. Ilemmins,- of Ihe Township of llarlon. I onnty of Wenlworlh. and IVoviiice of lliilario, mereliani, ol ihe first pari, and Ada liemminj,', wife of the party of Ihe lirsi part, , unto the said party of the tliird part, his lieirs and assijjns, to and for his and their sole and only use lOKKVKii, SII1JK1.T NKVUKTiiEl.Ess, to the reservations, limitations, provisoes and conditions expressed in the orisfinal i.raxt made thereof from the Crown. (Note ; The lollowinf; covenants make a warranty deed of this). The said party of the lirst part lOVEXAXTS with the said party of the third part, rilAT he has the rijfht to convey the said lands to the said party of the third part, notwithstanding any act of the said parly of the first part. .\nd thai the said party of the third part shall have quiet posses- sion of the said lands, free from all encumbrances. .\nd the said parly of the ''rst part, iovexvxts with the said party of the third part, that he w ill execute such further assurances of the s lid land as m;iy be requisite. Anc' the .said party of the first part, covexaxts with the said partv of the third part, that he has done no act to encumber the said lands. And Ihe said party of the first part keieases to the said party ot the third part, .\ee his ce.mms upon the said lauds And Ada Hemming, the parly of the second part, hereby bars her dower in the said lands. Ix WiTXESs WiiEKEOl the said parties have hereunto set their hands and seals. Signed, sealed and delivered in presence of Cmaki.es He.mk. K. T. Hemmim. .\D\ HEMMIXli "■s County of ) 1. Charles Black, of the Township of Harton, Wentworth : r County of Wentworth and Province of Ontario, Ti> wn : I gentleman, make oath and say ; 1. That 1 was personally present and did see the within instru- ment .and duplicate thereof duly signed, sealed an.' executed by iu >im:,ss ami i.i:(;.\r. iok.ms. i^; Edw.ird T, Hcmminj; and Ada Hemmlnjj, nvo ,,1 the panics thereto. J. That ...aid In.Mu.,;i , t and IJuphcate were executed in the County of \ , en' *'. ot i ;>. ■(. That 1 ii'.nu iltt s.iid iinies. 4. That I a.ii a subscti;. ng witness to the said Instrument and Duplicate. Sworn before nie in Harton in ■. Connty o.' ■■ entworth, this '. fourthday of .A(,,il, A.n. I'.KJJ I Joiiv I). Wii.r.siix, .\ Commissioner for taidnf; ailidavits in the County of Wcntworlh. ClUKl.ls MiviK. FORM OF STATUTORY LEASE. Tills IxnuMlKl;. m.ide the Twentietll day of .Seplember, one thousand nine hundred and two, l\ i'iuslamk 01 in .\i r Ki si'h r- i\t; Stioi*:- FoKMs or Li:.\s|.:. BETWiiiA John Jones, of the City of Hrantford, Coiinlv of Brant, Province of Ontario, merchant, the party of the first part, and William McCormack, of the same place, aforesaid, teacher, the party of the second part. WiTVEssKTii, that in consideration of the Rents, Covenants and Aifreements hereinafter reserved and contained on the part of tlie said par. . of the second part, his executors, adminstrators and assigns to be paid, observed and perforined, the said party of the first part hath demised and leased, and by these presents doth demise and lea.se unto the said party of the second part, his heirs, executors, administrator.s and assigns. .\l.l. that certain parcel or tract of land situate, lying and beim; in the city of Brantford, in the county of Brant, Province of Ontario, and being more particularly described as lot number ninety-one, oii the north side of William street, in the alore.said city, and conta by admeasurement oite acre, more or le.ss. To Have axd to Hold, the said demised premises for and during the term of Five years, to be computed from the [■•irsi day of October, one thousand nine hundred and one, and from thenceforth next ensuing, and fully to be complete and ended, \ield- tammg ! i IJS hSSlAIIAI.s Ol- tOMMKKllAl. I. AW. i.if; and Tiivins; iheri-'tor yearly iiiid every year diirinj,' the >aiii term iK-reby (.'ranled, unto tile said parly ol the I'lr^t Part. hi> heir^. e\eeuti)r>. adminlslralor-. or iissiirns, the sum of One Hundred and 'Iwenty Dollars of lawful money ol Canada, payable on the followinf; days and limes, that is to say ; Ten dollars to be paid on the first day of eaeh month, the first of such payments to beeonie due and to he made on the First day of April next. That the said party of the Second Part covenants wim the said party of the I'irst Part to pay rent and to pay taxes, and to repair and keep up fences, and nol to cut dou n timber ; and that tl.e said p.irty ol the First Part may enter and view state of repair, and that the said partv of the Second Part will repair according to notice, and will not :issi);n or sub-let without leave, and that he will leave the premises in sjood repair, and will not carry on on said premises any business or occupation which may be offensive or anno^ins; to the said partv of the First Part, or his assigns, and also that if the term hereby t;ranted shall he at any time seized or t.iken into execnlioi: or in attachment hv any creditor of the said party of the Second Pari, or if the said party of the Second Part shall make any assi^'iimeiit frr the benefit of creditors, or cci'minR bankrupt or insolvent shall take the benefit of any act that may be in force for bankrupt or insolveiil debtors, the then current month's rent shall immediately become due and pavable. and the said term shall immediately become forfeited and void, but next current month's rent shall, nevertheless, be at once due and pavable. Proviso for re-entry by the said party of the First Part, on iion- pavment of rent, or non-performance of Covenants : The said party of the First Part covenants with the said party of the Second Part for quiet enjoyment. In WiTNliss WllKKUOi- the said parties hereto have hereunto set their hands and seals. Signed. Sealed and Delivered, ill the presence of Ci. W. tiOt 1.11. J. |ONl> 1..S. \\'\1. McCOKMACK l-.S. i>KKr\rT(o\s 1 ■:>.! WAREHOUSE RECEIPT. ^"' ''■'-'■ T.iKOVio. April ;l, \'MI-J. ReL-eived i„lo WKrdKH.se, .Hi? and Mil Spadin;, Avenue, for account of Britisl, American Business Coi:ej;e. ll,e folUnvinf; sroods wares and merchandise, viz.; Is Cases, C, nesl< Tops, I Lot of Cast- msrs, said sfoods, wares and merchandise to be delivered only upon the production and surrender of this Warehouse Receipi, dulv endorsed by [). Moskins. The Lester Storat;e fompajiy will not be resp>,nsible for .inv lass or damajfe occasioned by irresistible force or inevitable accident' or caused by lire, thie^es, leakaffe, rats or other vermin, or for loss or deprecation from unknown causes or latent defects, or from want of other than ordinary care. Particulars of the said goods, w.ires and merchandise, .is to weif;ht, quality, contents of packages or value, are not known to the said Company, except as above set out. All charges are due and payable before deliverv, and each endorser hereon personally guarantees payment of same. Interest 7 per cent, per annum charged on all accounts over three n.onths. The Lester Storage Company reserves the right to dispose of any storage at the expiration of three months to cover anv charges against the abo\e mentioned goods. John I,|.:stkr, Warehouseman. Per J. (i. CHAPTKR XWIll. DEHNITIONS. Abandonment- In .narine insurance, the giving up bv the owner to the insurer of property partly destroved. Abatement of a Nuisance The remedy which the common law allows a party injured by a nuisance, of destroying or forcibly removing it, so long as he occasions no damage beyond what the abatement necessarily requires. Abatement Among Legatees— The proportionate reduction of lega- cies, where the estate bequeathed by a will is not sufficient to pay all legacies in full. l:lii SKMIAI.S OK t.ini\IKRil.VI. LAW. Abiorition of Allegiance— The declarMtion under oath required of every alien before naturalization, renouncing all allegiance to any other soverei^Mi. Absolute Conveyance— A transfer of property free of any condition or reservation. Abutting— Horderini; upon. Lands bounJed by a hij^hway or fresh water stream abut on the stream or road, and the owners are called abuttinj; owners. Acceptance— In mercantile law. (I) The act by which the person upon whom a bill of exchanRe or other order is drawn, engajfcs to pav it. (■-') The bill after it has been accepted. Accepior— One who accepts an order, draft, or bill ot exchange. Accommodation Paper— Commercial paper for which no considera- tion passed between the original parties. Action— The romi.il means of recoverini; one's rights in a court of justice a suit. Act of God .\ny accident produced by a physical cause which is irresistible, such as lightning, tempest, etc. Ad Valorem Duties t'listoms duties imposed upon imported articles according to either the value or the actual cost. Adiudication The act of a court in giving judgment in suit or controversy. Admeasurement of Dower The setting apart for the use of the widow of such a portion of land as will amoiuit to her dower or "third;" called .also assignment of dower. Administrator— One who administers on the property or estate of a person dying intestate, and is accountable for the same. Affidavit— .\ statement in writing, signed by the person making it, called the affiant, and sworn to before a notary public or olllcer authorized to take oalhs. Affreightment— The hiring of a ship for the conveyance of goods. Agency The relation existing between two parlies, by which one is authorized to do certain acts for the other. Agent - Any person who is employed by another to do any act for the e'uployer's beneht or account. Alien— One horn out of the jurisdiction of this country, and owin^' allegiance to a foreign goverimient. MI-.HMTIONS, 1.,, Alien Enemy-A„ alien who is ,he subject of a hostile power Ante-Dated-Datecl a, a time earlier than the act.al Jate. Annulment— The aet of makiii); void. land.^as a n^.ht of way or a yard whieh has always bee,, ased Arbitration -The investigation and de,er„,i„atio„ of a ca, se or .natter ,„ controversy by an unonicial person, .r arbitrator r'id'T,' ''""'"''"'' ^"^"" -'-'^^ I'.v P-i- in dispute to uoLiUi.' the coiilro\ers\'. Articles of Copartnership-The written a,-ree„,en, bv which a co- partnersh,p is lormed. Assent— .\ct of acreeinjj to anything' ,■ consent. Assets-Property available for the payment of debts. Assignee- The person to whom the faili,,^- debtor transfers all his ■uZ''''hi' ''T" ''" "' ■"""'"'^ "'■ "^'""^ '• ''-'-"u.ed amo,,^- h,s crednors ; one to whom anything is assifjned Assignment-.V tr.-.nsfer by :, fail,,,,, j,H,or of his proper.v to a„ p::^:;::i;,r'e:d:"'^'" '■ ^"" '"'''" ■" ='■"""" °f ->• p-p-'>- Assig-nor One who assijjns properly. Attachment T;.e seizure of a defendants proper.} bv legal pro- ces.s, : order to sat,.s,y any judgment which mav be rendered aga,nst hnr, ,n the suit. Awar<— The decision of arbitrators. Bailment-.\ deliver, of goods in trust upon a contract, express or .mp.ed that the trust shall be faithfully executed on the part o. the ba.lee. The *,//„. is he who delivers ; the «„//,,,., he to whom dehvery ,s made. The hire of personal property, of ser- vices, of custody and of carr,age are speues of bailme.i,. Bank Bill or Note-.\ written promise to pay to the bea,er on demand a certatn .sum of money, issued bv a bank and used as nioiic}. Banfcroptcy-The condition of one who is unable to pav his debts Barter-To trade by exchange of goods, in contra-distinction fron, trading by the u.se of money. l:V2 l>SKVnAI,>. Ol lOMMKKllAI. I-AW. Beneficiary-! I) in lif^' insurance, the person to «-l,om .policy is made Payable, C-') The person for vvlu-se benefu another holds the le^al title to real estate. Betterments-Improvements made to real estate wh.eh render ,t better than mere repairs. Bill of Exch.nge-.\ direction in writin^^ by .he person who s.gns it, ordering the one to whont it is addressed to pay a th.rd per- son a delinite snm of money at a specified time. Bill of Lading- .\ docmen, delivered by a carrier to one sendmtf ,,oods bv him, acknowled^'ing that they have been received by him for 'transportation to a certain place. It is both a receipt and :i contract. BiU of Sale-.\t agreement in writinf; b, which one person sells his interest in personal property to another. Blank Endorsement-One in which „o particular person ,s nanted as the one to whom payment is to be made. It consists of the endorser's name nlonc. Bona Fide-ln good faith, as distinguished from Mala I-'ide, in bad Bond-An interest-bearing debt-certificate issued usually by a cor- poration, municipality or government. Bonu»-.An additional premHim paid for the use of money beyond tiK lejfal interest, Bottomry Bond-.\n obligation given for a loan upon a vessel and accruing freight. Bought and Sold Note-.\ written memorandum of sale, delivered by a broker effecting a sale, to the buyer. Breach-In the law of contracts, the violation of an agreement or obligation. Bribery-Receiving or offering a reward to intproperly influence the conduct of a public officer. Broker-One engaged ,n negotiating contracts 'or the purchase or sale of property in which he has no interest. BuUion-.\nv kind of gold or silver in the mass or lump. By-Bidder-A person employed to bid at auctions in order to raise the price of articles to be sold. (Same as Underbidder.) By-Laws-The private laws or regulations made by a corporation tor its own government. nriUMi io\>.. i;t:{ act of erasing,' or destroying; a writinj;. Cancellation —The mmnial Capita— My thf iKMil. Capital Stock— Tlif fund or properl;. as a whole-, toiilribiitcj or -supposed to have been contrihiled to a corporation at its orj,'anizution, as its property. Caveat EmptDr— l.alin phrase, meanin); •• I.et the purchaser be«are," and appMes to a case in which the thin>f sold is belbre the bu\er and he exaniines it. Caveat I n the patent law. a notice from an inventor not to issue a patent of a p.irticular description to another. Certificate of Deposit -A certificate issued by a bank or banker, showing that a certain sum of money has been deposited there, payable to a certain person, or to his order, or to the bearer. Certificate of Stock .\ certificate given by the proper officers of a corporation, sliowin;,- that a certain person owns a certain num- ber of shares of the capital slock. Certification (of cheque) The sij-nature of the proper officer of the bank written across its face, sometimes with and sometimes without the word •• Certified," or '■ Hood." it is a recognition of the cheque by the bank as good in two particulars, viz. : |1| That the drawer's signature is genuine, and (L'l that he ha- th.-it amount of money in the bank. Charter ( 1 1 .\ special act of legislature creating a particular cor- poration. (J) To hire or let a vessel or part of it. Ciiartered Ship One let wholly or in part. Charter Party The written instrument by which the owner of a vessel lets it, or part of it, to another. Chattel Mortgage ,\ conditional sale of personal property, one which is to become void if a certain thing happens, chiefly used as a security for pa\ment. Chattel Real or Real Chattel An interest estate, as a lease. Chattels Commonly means goods of any kind, or every • personal property. Cheque A written order for money drawn upon a bank or banker, and payable immedialeK. appens connected with real species ot I III USSKMIAI.S IH i;i««KHi[AI. LAW. Chose in Acticn A thinK of which one has not the po.v-ssion, bi.1 onlv 11 riflht to domiind it by action lit Uiw. Chose in Poaeuion Personal property of whicli one has the actual possession. CivU Law Tlu. systLMii of law which the people of ii nation establish for their jrovcrnmcnt as citizens. Civa Remedy The method of rcdressinj: an injury inllicted by one person upon another. Qeating House An office where bankers settle daily with each other the balances of their accounts. Codicil Some addition to. or qualification of a will, executed after the will. Collateral Property pledged as security for the performance of a contract. Common Carrier One who, as a business, undertakes for hire to transport from place to place, passen-ers or ^oods ol all »ho choose to employ him. Common Law The unwritten law as distiuKuished from written or statute law. The old law of l-a.stla.td that derives ,ts force from loni,' usage and custom. Common Seal The seal of a corporation. Compact An agreement between parlies similar to a contract. Competency The legal fitness of a witness to give evidence on the trial of an action. Composition Deed -.\n agreement between an insolvent debtor and his creditors hv which upon payment to each of some fixed pro- portion of his claim, they all agree to release the debtor Irom the balance of their claims. Compromise- An agreement between a debtor and his creditors, by which they agree to accept a certain proportion of the amounts due, and discharge him from the remainder. Concurrent- Existing together. A consideration is concurrent when the acts of the parlies are to be performed at the same time. Condition Precedent- An act which must be performed by one per- son before another is liable, or in order to make h.m liable. Consent- A concurrence of the wills of two or more contracting parties. IlKhFVr I IONS in.-, i\>utr;ict iipt>ti uliicli ^'i\cit li> a carrier h\ aiu>tht'r Consideration — 'rhe reason or inducemetit tlie parties consent to he bound. Consignee One to whom merchandise person lor tiansportation, is direct Consignmcn 'i he i,-oods shipped through a common carrier by the consij:nor :o the consijjnec. Consignor One who ^;ives merchandise to a carrier lor transporta- tion to another. Contract .An at;reement between two or more persons to do or not to do a particular thiiif,'. Conversion .\n unlawlul exercise of ownership over (,'oods or per- sonal property helon^'inj; to another. Conveyance (1) The .act of carryint; from_ one place to another. I -I I he means ot conveyance. .A written instrument by which an estate in land is transf-rred from one to another. Co-Partnership Same as partnership. Corporation .\n artificial beinc or person endowed hy law with the capacity of perpetual succession, and of actini; in certain respects lilv|:MIAI.S Ot I'OMMEHllAr. I-AW. 1 1 [) Day — Twvntx-Unir lunirs. An cntiri: diiv. Days of Gr»«— H:i\s (usually three) iillowcd hy Liisloir, for tlu- pay- iiKMl of hill> iiiKl notes huyoiid llii: Jay e\prLsscd lor payiiK-nt on iIk- lace ol' tlu-ni. Declaration of Intention -The ael ol an alien «ho j;oes helore a eourt and I'ormally declares his intention to hecome a citizen ol the country in which he is at the time. Dedication— An appropriation of land, made by Ihe owner, lo some pnhlic use, usuall; for .a hi^'hway. and accepted lor such use hy the pnhlic. Default — Omission ; ne(,'lecl or failure. Defeasance .\n instrument which defeats the olTect of another in- strument. If it is in the same deed it is an addition ; if by n- self it is .'cfeasance. Defense- 11 ■ ...swer made by the delendaut lo Ihe plainlin's .•■ tion, hy dcnuirrer or pica at law. Delivery -The transfer of a written in.lrumeni from Ihe person executing' it. or Ihe i,'ranlor, lo the person entitled to recei\e il, i>r the ^'raiUee, Demand — PresenlinenI for payment. Demurrage The allowance to he made by the shipper to the vessel- owner as damages for the detention of the vessel beyond the time specified in Ihe charter party. Deposit— A bailment or delivery of jjoods to be kept and returned without recompense. Deposition— The leslimon\ I'f a witness reduced to writinj,' to be used in court. Descent— Inheritance of real property. Deviation— In the law of marine insurance, a voluntary departure w ilhout necessity from Ihe ref;ular course of the specific voyage insured. Devisee— .\ person to whom real property is de\ised or wdled. Disability— Want of qualification ; incapacity to do a le^al act. Oijcount— ( 1 1 The taking,' of interest in advance. (2) A dedviction from the account asked, or fr' Ti an account, debt or demand. Disfrancllisement- Kxpulsiou of a member from a corporation. i i I'll t\ITU>\s. I .,- Dishonor TlK. ,u.M.p.,u,u.nI ,.. ,u.^.o,i.H. 0, „lK.n i, I, >!„.. Di.tKO-TlH- ukiMK ,.r p.rso„;,: pr..p.r,y ,„ .,„„r>.. ,1,. p;n ,„.,„ ..f si'MK-lliiiii^,' Jiu-, as rotil. Diitribution Tlu- Jivisi,,,, anu.nn Hu... .ni„I.U i.j ,|,, „,m ,„ k.n ,.| Che p.rs.,Miil pri'p^.rty ol >.ik. livi,,^, without a Hill Don,icUt-IV-pl,uvHlu.rcam;,„l,a, hi, p.rmaiu „, honu- ,mJ 1„ Mlii^h Ml- iiiUiKk to rcliirn il ahsent. Dow.r- Ih. ri^;h, ol ., „id,n> ,„ ,h. „.. ,>r ow.ursh.p o, „„„. p,-,- li.'ii ol real >-.l; u- o« ik-iI hy lur luishanj. Draft Same a, bill ,.| e\ehaiii.'e. Drawee The per,,.,, r,p„„ „„,.,„ a hill ,„• evel,a„,.e . ,lraw„. „ho IS Jireeleil lo make ihe pawneiil-. Drawer The per,,,,, wh„ dra«s .,r ,„ake, a hill ,.( exehai.Ke DureSS-l\.rs„„al re,lrai,., „r e,.mp„M„„, Eaiement-The ,,i;ht t„ ,„e a„.„her\ la,,. I. Effects— All kiuils,.t personal pr„perl\. Eiectment-A ,„r,n ,., U. sui, ,., re,.ai„ p.„e„ f real pr.,per,v. EmberzUment-The fraudlilen, .re„unal or ,eeren,.„ of per,„„al properly hy one who is entriislej \eith it. Emblements- llro^vin^' erop, of anv kind produced he expense iiid labor. Enact— To make a lau or to establish a by-law. Endorsement |lndorsemen„-(l| A name, with or witbotit other words written on the baek of the paper. ,■') The ,,jrreemen, implied in one s writing hi, name on the baek of eommereial paper, to pay it if the principal debtor does not. The one who makes Ihe endorsement i, called the ,;„/<,^s,-k The person in whose lavor the endorsement i, made ii called the .■,„/„.„■.: Equitable Estate -An interest in land not evidenced bv a deed, bnl ol which ii fonrt of Kqnity «i|| take notice. Equity of Redemption- The ri^ht which a mortt;a^.or ha, to redeem hi, estate after the mo^I^,'a);e has become dne. Escheai-The reverting of land to the .State upon the death of the owner without lawful heirs. Escrow- A deed or ' ond delivered to a third partv to he held and delivered lo the grantee or creditor upon the performance of some condition. 3 1 f ' KhsKNTIAI-^ OV lO\IMt.Htl\l. I \«. - his hi.-irs hiivc EltAtC All interest itl rL-:il pri«pcrt\. E»Ut« by Curtci See Ciir/iiv. ElUte for Life An intcr.-st in hiiiil l»r li'e. EitttC in Fee-Simple The interest «hieh ^i m: Lind u ithiuit end I'r limit. Eviction The loreiWe remolMl >'!' :i ten;int Irom hinil le;.seJ bv him or thv Joint; "I an) uet by the lanJIord «hieh depri\es the ten- ant of tile use of tile liitul. Executed Finished. Execution l I I .\ written eomm.ind issued t,> a sheritV or eonsiable. altera iudi;ment. directini; him to enloree it. iJl I he ael ot sinnin,; and sealiilt; a le^'al inslrument. or K'i^iMk' i' ll'-' ''"•'" required to inal^e it .i \ alid aet. ExecutOt-Olle to whom is eonimilled the eveenlion or earrviti); out ^>i' the terms of a w ill. Executory I nlinished. Exemplary Damages -Hamatces all -wed as a punishment for a wron^'ful aet deliberately or .nalieiously eomniilted. >>ueli damages are in addition to aetual damat;es. Extradition— The surrender b> one ;;o\ernmenl lo another ol a per- siin eliart,'ed with erime. Factor .\n asjent employed to sell ^oods on commission. Fee Simple l-'uH ownership in lands. Finn -All the members of ii partnership taken eolleetively. Fixtures— .\rtieles of personal property which haxe become affixed to real property. Foreclosure The process of cuttiiiK' ^'ff the ri^lit or interest of the mortt,'ai,'or and his assignees in mortt,'aj.'ed premises. Forfeiture .\ loss of property, ritrht, or office, as a punishment for some illej,'al act or nejfliK'ence. Sometimes applied to the thnit; fo .eited. Forgery Ihe fr.nidiilently makint; or alterlii); of a written instrument. Franchise -\ p^ivile^'e. or rii;ht, conferred by ^rant from jrovern- ment upon individuals. Fraud- Any cimnintr. deception, or artilice used to circumvent, cheat, or deceive another. ill a i\Tlaiii pl,u\> ; ii i> ;, pr, pn- I'lMMIIOVs. I .., Freight riu- ei.ilipcnsi.lioil lo Iv paid., ...rriir lor llu Irail-porla- li.Mi ,.| y,„,ils, ,„■ Ihc k'.mJs lIuii.s.K,., vWiiiv Iv.iin l.aM,pi.ruJ. Gtiwral Average A coillrihulion niad>> In lliv ,nMuT- ,.| a i..s,l and iar^.„ l„«ard iIk- I,.s« visiauud Im „„.■ ,.| tlnir mmiKr, «h>.si. pn.pcTly has Kvii sa.TirK.d l,.r I lu. f;.iKTal ~.,Ul Goods Same a» ,/i„//e/s and f/^/i Cj. Good Will llciik-lit ari^in^' Inmi th,- mk h\ a i\Tlaiii piT-iMi i>r lirni, ii^ijalli pi.»por(_\ suhjv^l I.. traitvl^T. Gu»r»nty A coill.ail uIukK ,.ik p>,~,.|, onijayi. I„ K al,-«irahlL- I." llK. d.h. ,.r dclanll ot arh.llui p.,s,M,. f,',,,,™,,/,,,- i. h,. « l„ ni.tkcs tho ),'iiaraiit\. Guardian— tl.K' wli,. is .laiil^d i„ 11,0 msiodi >.| llu pvr p^rtv or an irilanl. Habeas Corpus A dntilion si^-md In a indi;. or oHi>oi diri'i-llnj; a pi-rson dc^tainnn; inollK-r lo prodn.c llu a CLTIain tiiiK- and plak\. . Heir Otw who inh^ril, land npoii IIk dealli ol llie o«ik ,. Highway— A passai,-,. road or slu.l, which ever) oili/.n has ih, rii;hl lo use. Hire .\ hallmcnt in which llic coinpcns.iiioii isloln ^uoi lor ihc use ..la thlni;, or lor lahor and services perlormed '^ipon il. K.lWi.-.f Over- The acl of a l.n.na in remaining: in T"-- ■■ i-l after the e\pn. ilion ol liis le.ise. importation The .act of hrin^-inj; (.roods and nierch.nldisc country from a lorei).:n countn. Imposts Duties on iniported i.roods. Inchoate Incipient : incomplete. Incompetency Lack of necessary leijal L|ualilic.illoiis. Incorporate- To form into a corporation. Incumbrance-.\ lien upon land as hy iudfiment or morlj;.,Ke. Indemnity— Compens.ition lor daniaf;e sulTered, or that which is s;iven or promised to a person to prociil his sullerin.i; dama!,'e. Infant — In law, is one under the aj,'e of tuent>-one vears. Injunction— An order or direction of the court compelliiit; a certain person to refrain from doin^' some particular act or thin,,-. ' ssioil >.| iilo this 140 SSKNT[.\I.S OF COMMKKIIAI. I-AW. Insolvency Siime as Hnnkruplry. Insurable Inteiest— Such an interest in tlie thint; insured that the person possessing it may be injured hy tlie risk to which the thinfr insured is exposed. Insurance— A contract of indemnity ajjainst loss for certain causes. The insimr is the party ayreeinj; to mal.,„ roli^-ious or ch„rilahL. cor- poration^. UaK-A cOMtr^ul by which one person i,.r,„„s ,o ,u,o,her lor r, period the use ol eertain re.il eslale. Ugacy-.\ ^rir, by will ; eomn,onl> applied ,o n.onev or personal properly. " ' Legal Tender-Thai kind of mone.e whieh bv law can be oliereii in payment of a debt. Lessee— A person to whom a lease is made. Letter of Attorney-Another nan.e tor power ol attorney. Letters of Administration An instr,n„enl issued out of the e.nirt havin;; jurisdiction, ffanlint; power to settle the estate of one dyiu),' without leavinj,' a will. Utter of Credit-A written direction M some well-know,, banker author,.i„fj the party to whom it is .addressed to draw upon hin, in ii particular manner for any aniounl he chooses, up to a sneei fied limit. ' ' Letters Testamentary-.\n instrument of the court havinj,- jurisdiction Urantntff power to the person named as executor in a will to carry out the provisions o( the will. Libel- To defame by published ivritinj;. printing', sisjns or pictures. License -.\ permission or riffht jjranted to another, hv one havinir authority, to do an act which would be ille^'al if tnt'authorized. Lien-A ri^rht which one person has to retain the property of another by way ol security for ;t debt or claim. Liquidate— To pa> ; to settle an account. Liquidated Damage. Datna^.es a^rreed upon bv the parties ,o a contract, at the time of the making, of the contract, to he paid by the party tailinj; to perform it. Litigation- The ..ct of litijratinj; ; judicial contest ; a suit at law. Loan A baitaent of an article for use or consumption withotit award. If the loan is for consumption, the article is lo be returned in time ; if the loan is for use, the article is to be returned without compensation for the use. Log-Boofc- A ship's journal containinj^a minute account of the ship's course, and a reference to every occurrence of the v oyafje. ESSENTIALS 1>E LOMMEKCIAI. LAW. Lottery A schfrnc lor the distribiilion of prizes by chance. Low Water Mark -That part of the shore of the sea to which the waters recede when the tide is lowest. Lucid Intervals- Periods from time to time in cases of lunacy in which the person afflicted becomes sane. Lunatics Persons who have lost their reason. Maintenance Support b; means of food, clothinj; and other neces- saries. Malicious Mischief - The wanton or recUless destruction of property or Injury to the person. Malicious Prosecution The wilful institution of a law suit or crimi- nal proceeding; without probable cause. Mandate -A bailment of personal property in which the bailee under- takes without compensation to do some act for the bailor in respect to the thing bailed ; a judicial command. Mania .A form of insanity. Manifesto A declaration by a nation stating the reasons for its acts toward another nation. Maritime Law That branch of the law which relates to the affairs of navigation and shipping. Marriage Settlement .\n agreement made by parties contemplating marriai;e by which the title to real or personal property is changed. Martial Law The inilitary rule existing in time of war. Material Men Persons who furnish materials to be used in the construction of ships or buildings. Maturity The time at which commercial paper legally becomes due. Measure of Damages The rule by which the damages sustained by the plaintiff in a taw suit are to be estimated. Merger The absorption or extinguishment of one contract in another. Minor Same as /«/«;//. Misdemeanor .\ lower kind of crime ; an indictable olTence not amoimting to felony. Misnomer In com .acts a mistake in the name of a party ; it does not void lie contract if the proper party can be ascertained. A misnomer of a loirateo in i i> ;n i U.j.a.-y. " ''"'■'" ""' K<^'"-''r:My void the Misrepreientation- A lals,. and IVaud.ilenf , , iLiiu M.tllUlllL>llt St at em fill mill. U. Mi.«Kr The abus. of anv- lihcrtv or K-neH- Money TH. con,n,on n.din„, ofc^chan,. i„ .;,,,;,,, ,„„,„,. t.rr-,:"^^ -— -.-^n.-n,rac..n,_a Monuments ,Vrn,anen. d-n,ar.s indi.a.in, .He aries of n.n.of«.eHde.. The „,„^;;: •;;: ::-' ™ -j Municipal Of or belon^-in^ to the citv. Municipal Law The name s;!ven to "the svstem of law ,f nation or ..tale \'Mem ol la« ol any one ""r* ,r ■ ""■«• '- ' »— Negotiable Paper-An instrimu-nt as a bill or „„ >.■ , .ranslVrred tron, one -o anothe b J^i ^'o: ll;'^-" '^ completed by delivery. ' " '"-endorsement Negotiation-ln mercantile l.-nv, ,he act b.v which ne^-otiable n-.per - rut ,n,o cremation hy beinj, passed trom one',f eo^;', parlies to another. "k orfjin..! """l^-H^r^-iil^rs-:;::'''^-'- •'— ^ ''°";^tnn::;;e— ::i;i:tr'^'™'-'"-- "'- Non-„«r-A lailure to use rij^hts and privileges. Ill HS^KNTIAI.^ Oh fOMMKKtlAI. r.AVV. Notwy Public An linker iippointed under Ihc l;i«> of tin- difforciit Provinces, wliose ai-ls .ire respoctcd b> \\w liiw nK-rchant and the law ol' iiiitions, and licnfc have force out of tlieir own eoinitry. Notice of Protest, also called Notice of Dishonor The notice t,'"en to a drawer or endorser of a hill, or an endorser of a ue);oliable note, by a subsequent party that it has been dishonored either by non-acceptance or non-payment. Notice to Quit .\ req' . of a landlord to his tenant to quit tlie premises. Nuisance .Xnythins; 'hat unlawfulU injiues or daniajjes a person ni the enjoyment of l.fe and property. 0»th A pledifu Ki^sii *<} 'li>= person takini; it, that his promise is made under an immediate sense of his responsibility to Ciod. Open P'llcy One in which there is no valuation of the thin;; insured. Oral Contract .\n ajtreemeut by means of spoken words. Ordinance .\ rule, or order, or law. l"suall> applied to the acts or laws bv the common council of a cit_\. Outlawed -A debt Is said to be outlawed that has existed lot a certain length of tiine, after which the law on that jfround alone prevents its being enforced. Par-Equalitv of value. Hills of exchanjje and stocks are at par when they sell for their face value. They are above or below par when they are worth more or less than their face value. Parol Contract —Any af;reement not under seal. It is often used as svnonymous with oral contract. Partners -The members of a firm or partnership. Partnership -The relationship residtins,' from an afjreement between two or more persons to place their inoney. effects, labor iind skill, or some or all of them, in some enterprise or business, and divide the profits .lud bear the losses in certain proportions. Party- Wall .\ wall common to two adjoininif estates. Pawn - Same as Pledge. Payee—The person to whom the payment of any kind of com- merciid paper is directed to be made. Payment he fulfilment of a promise, or the performance of an agreement, ustnilly by the delivery of a sum of money. T'KirVITIONs. , . I (.1 Penalty— Forfeiture, or -urn to he lorf..;t , p . an afrreen,e„t. "'' '''' """■P--'rf"rn,.„,eo o( Per Centum or Per Cent. -Hy the h„„dred Peril, of .he Sea-.M the U.„,ers „a,ur,.nv l.,eide„. to „.w,.ti,.„ Penury -A wilfully false statement bv one «1,<, is l.,„.f, n .o ..pose the trnth, anU .ho is ^^^rJi^Zi t^ n .:r 71 P-ceed„,^, and i„ relation to a m.tter that s ^,"-,T^^ point in question, '"■">.ri,ij to the Pera.nal Property- Consists of such things as are ntov.hl ntay he taken by the owner wherever ht .-oes ■•■• '""' PIede.-A bailment of personal property to secure the pavment of some debt or the fulfillment of some a.^reement Th ', cnlled the p/,.J^„r. and the bailee the ^.^^^^ ' '^ "'"'"^ '^ Pledgee-A person in fa> or of whom some obliL.-.ti ,„ ■ -hether to pay money or to perform ^me,^:" """■'""'■ Pledgor The person entering- into an ohlijjation to no „ perform some aet, if..iiton to p,n money or to Policy The written contract of insurance Pet-Da^- Havin, a date subsequent to that at Which i, i. aetually Power of Attorney-A written instrument tutder seal b, wl ' , party appoints another to be his attornev „ ^ "'"■' attorney to act for him, • ' '' ""P"" ers such Pren,ium-TI,e consider.ation or price paid for insurance Pre«,ip.ion-The ri.ht to a thin, derived from immemo .sa,e frelumption— An inference of the law from . ,■ exigence or truth of sotne ot J;;; X;:"Z,"^'^- ''^ "'^ Pr.ce The consideration ,i.en in money ,^,r the purchase of a thin. Ptma Facie-I.iterally, at the lirst appearance P„„,,f ■ ■ is tlta, which is sumcien, to est^liliish ^t Cn^ tb"f ^ or contracted, " "'" '"cbutted Principal-(1 ) A part>- for whom another is authorized to d , acts w th third narties l-n a ■■ """""■"=" '» J" certain ■ ru parties, (.| A sum ol monev at interest Privity of Contract-Tlte relation which exist, hetweer tw who have made a contract "etwccn two parties iSKSIlAl.^h tl'i- COMMKKtlAI. LAW. Probltt of a Will- The proof (;i>>.-ii before .i eourl or juJ^'c that inslrunient prod X'd as the will oi' a dee •ed pi Tson, is in faet what it purports to be. Promisjory Note— .^ written promise, si^'ned by the person proinis- iiij,', to pay a eertain sum of money at a eertain time to a person named, or to his order, or to the bearer. Proiecute— To proceed ajjainst by lesfal measure. Protest— •> formal declaration in writin); by a notary piiblie ol the demand and refusal to pay a note or bill. Proxy- (1) One who represents another. I 'J I A writinf,' by whieh one authorizes another to \ote in his place. Public Enemiei— Those who belong to a nation at war with another. Quasi— .\s if; As though. Quasi Corporation— -V public body or municipal or^.-mization whieh is not vested with the trcnoral powers of corporations, but is recognized by a statute or usa^e as persons or a(,'f,'rei,'ate cor- porations, with the power of sulnj; and beinf; sued. Quit Qaim Deed— .A form of deed in the nature of a release without covenants of any kind. Ratification-GivinK force to a contract made by the person in ques- tion, but not now in force, or by another man as his agent. Real Covenant— A covenant connected with the conveyance of land, and which runs with the land, and which any owner of the land can enforce, although he be not a party to the instrument in which the covenant is contained. Real Estate— Same as real property. Real Property -That which is fixed or immovable, and includes land and whatever is erected or growing upon it, with what is beneath or above the surface. Realty -Same as rer.l property. Receipt .\ written acknowledgment by one receiving money or other property that it has been received. Receiver— Usually means a person appointed by a court to take and hold property in dispute, or the property of a bankrupt. Recoupment— A reduction or diminution of damages in an action on contract for breach of warranty or defects in performance. Recovery Tlu' amoiin, "f tho .iujj;mcnl whid, ilu P.lrlv lo.-iiKiLtii When siiii^.j ,1, Re-enact— To unaci iiiicw. RegBfty The en„rin^. or r..orcii„^; o,' ^..1 ,.,,, . books or p„hli.- r..cord. "'">oy.„Kvs i„ Reinsurance InsuraiKv i.ff.vted hv ,„ :., Remedy ^Th. le,.,l mo.,,. e,„plo,e.l ,o onror.c a ri.h, or r.!. injury. ^ "^ rotlrcssari Rent -Compensation tor the nsc of real properlv a lease jt is ealled rent reserved. ResciMion The annulling; or dissoh.tion of eontraets h consent, orb, one partvhe.-„,s. ,.■ u '"'"""'•'^ ^v mutual the other. ' '^ ' " ' ' " '"'"'''^ "' "'' "'"tract by Revert To fall a^fain into the possession of ,h . i former proprietor. ""• ''""'"■• '"• >"' 'be Right of Survivorsliip This means that the sur, I, ,r t^.ke the ri^-ht or interest of their dj ' s d ^"■^"""-'^ other eases ,vould,.o to his heirs. ' '""'"' "''"■•'■ '" Riparian Ownen-Those ,vho o,vn land bounded by a watercourse iaivage -Property saved from wreck or loss at sea- or eomn tion friven for service rendered in savinj. it. ' ^'""'"•■"»"- Satirfaction-Paymentofa le^.al debt or demand- the ch-, ■ cancelling, of a Jud.Mnent .. a mort, -e b ,':,,• ' t ' "' " of it. '^ ' • P''.*"'k' the amount Scrip— Certificate of stock. Seal -An impression upon any impressible substance ; or a piece of paper pasted on ,vitb intent to make a seal of it. Sea-worthin.«-.- The sufficient- of a ves.sel in materials, construction and eqtupment tor the service in which it is emploved S^ »or hmess ,s an implied condition of marine insurance ; unse' -' worthiness defeats insurance. unsea- US ESSBNTIAI.?. 01- lOMMBRilM. I- "V. Set of Exchange- Th.' dhrcrent parts >.l :i Hill of cxehanKc taken tojr^ther. Eiuh part is a perfect instrument by itself, and the payment of any one avoids the other. Set-OJf A elaim whieli one party has against another who has a ehiim aj^'ainst him : a coituler-citnm. Severalty -A state of separation. An estate in si- eralty is .^n^ held b> one I son in his own ri^'ht. Severance— The removal of fixtures from land. Shipper-One who jrives merchandise to another for tra.isportation. Shipping Articlcs-The agreement between the master of a vessel and the seaman determinluK the n.-ilure of the contract. Slander-Injurious words spoken of another, hut not published. Slan j;ranl from (.'iivc-rnmcnl. Suit Tho pro,.cu,io„ of some claim or dema„U in „ eo„r, of ius.iec Surety One who has ,„.recd wi.h ano.he, ,o make himself respon- Mble lor .he deb,, defauh, or miseondue, of a third p,mv Similar Io^n«/-««/„,. ' ' '■ Suretyship The liabilii, or contract of a s„rel> Surrender Value-The amo.ntt which an insurance con,pan, will p.v lor an unexpired policy. ' Tare-An allowance in the purchase and sale of merchandise for the «e„-h ol the package in which the »f„ods are contained. , may also be an allowance for the waste or diminution in the quality or quantity of the floods. Tax Deed-^.\ deed ^n^en by the officer of the law char^-ed with the collectum o, taxes to the purchaser of land sold ,W taxes a! ^ Tenant-One to whon, another has j;r:,n.ed for ,-, period, the use o, certain real estiitc. Tender-.\n offer of a stim of money in s.atistaction of a debt or claim, by producing and offering- the amo.int to the creditor and declarmtj ■' willingness to pay it. Testator— One who has died leaving,' a will. Tonnajc-The carrying- capacity of a vessel. Tort-.\ private wron^r or injur, other than a breach of contract. Trade Marfc-The symbol, emblem or mark which a manufacturer puts upon the -oods he manufactures. f EssKXriAI.H Ot lOMMKKi!AI. l..\\\ . Treipaw- nfjt'iil ;tc-t of oiu* person whereby jiiuuIkt pcr'-oii > injtireU Tntttee Ono who holJs property lor the benefit of another. Ultra Vir« The aets or proceeding's of ;i eorporiition done beyond the seope o( its powers. Underwriter Sume a-. Insurer. Uiage- In mereiuilile hiw the well known iniiform practice, or the manner oi performance of an act or contract. Use and Occupation The liability oi a tenant to pay a reasonable rent for the use and occupation of premises in case an a^jreement has been made for use, but the rent not fixed. Usury — Illej,':il interest. Validity— Lc^Jil strenj^th of force ; the quality of be injf j^ood in la\\ . Valued Policy— -One which fixes the value of the property insured. Vaiial~One who held property of a superior or lord. Vendee— One to whom anything; is sold ; a purchaser ; a buyer. Vendor— .\ seller ; the person who sells a thinj;. Vendor'i Lien— The equitable lien allowed the seller of land until the whole purchase money is paid. Void — Of no force or effect. Voidable — That may be avoided ; not absolutely \ oid. Wager Policy — A policy of insurance in which the insured person has no insurable interest. Waiver— The abandonment of a rij;ht, or a refusal to accept it. Ward -.A minor under guardianship. Warranty -An agreement to be held responsible, if a certain tiling does not turn out as represented. Waste -Spoi* -r destruction done or permitted to land or the build- injjcs by . .-nant. Wharfage— The compensation paid the owner of a wharf for the privilege of landing j,'Oods upon it, or loadinjj from it. Wharfingei^ The owner of a wharf who maintains it for the purpose of receiving and shippin^j merchandise. KX.\MI\.\Tlci\ l>\l'Ktt>. 191 lilAI'TKK XXIX, EXAMINATION PAPl'RS BUSINESS EDbCATORS' ASSOCIATION OF CANADA. COMMERCIAL LAT AND BUSINESS FORMS. TinK'—.l hours. SeptcmhiT, llHIll, 1- (a) VVhat is :, conlnu-l ? (b| \V1,mi donKviN ;,r.. n...vs. ^an to a valid contract ? (,■) (.-lasMly a.„traits. :;. .A makes B an offer hy letter and mails i, ; he then mails a Utter revok,,,,, h,s offer: K mails an aeeep.anee before he Irenes A s letter revoking: the .::.r. ,s .here a eontrae. y enact'- ^^''"" ''"" '*" '"' ^'■"'"" "^ ""^ ^""""•' '"' '■''^""■'- 4. If A should sav ,.. B, •• ,.„ ^ have what ^-oods he mav . estre, vv.ll pay you for them." and B lets C have the ,-oods, i', .\ hound by th-.s promise ? Explain. enaer- " *"" *'" """' '""' "'*"•""" ''" ''"'' ^''■""" "'' '■'^■""l- «. (a) What is meant by .'itoppa^'e ,n Tramilu. (b| l-'x. Plam the law ol .\ppropriation of Payments, ,.ivin,- the ri,.hts ot the debtor, and >.| the creditor. i- " '. (a) Define a negotiable Promissory Note, (b) NS'hat are the essential features of ne^-otiability ? -(c, Can the finder ol a lost note net'oliate it. ICxplain. X. (a) Draw a ne^'otiable promissory note in lav or of las Henderson for S.. 7.% ne,.niable by indorsement and deliv rv. Inu!;",; '" ' • ""' ''' ^""■•' ""■ ''"•'•'^ '' 'l-e holder at !l. John Brown « ishes accommodation for (iO davs Draw an .\ca™modation Note for such an amount that when discounted at the bank a, 7",',, .,«., days to the vcar, the proceeds will amount to S,, ;!. 7.^ .Accommodate him conditionallv. *1 I K II) III i:.: h*iSKMI\l,'« Oh I OMMKKt lAI. I, AM. lo. Driitt a Jitiiit aiKl Several \otf lor S;t-'. ■•*■"' ar iHt da> n ill ta\i»r ill' Win. Adailis. so thiit il will draw ■•* ,, iiiilil paid, dating the iu>tu lo Ua\ . i Time — -t hour". 1 Oiiolvr. I'.mn. (a) Wlial i- inea, t ",n ihj eoiisiJL'ratioii tor a uMilracl 'i (b) III what lonn iL't-s consideration manit'est itsett ? (e) From whom and to whom does it n)o\e? ■_'. (a) Stale the liahilitie> ol the parties to a ^Miaranl). (b) Is il neeessar\ tliat a ^niaraiilee slu>iild be in wril- iiiff i* K\plain. :t. Slate the duties of Principal to A^'ent. I. (a) I>efine "Nominal," " Limited, " and "Sleeping'" partners, (b) I'nder what aiithoril\ are limited partnerships created ^ .'). What liabilities Joes an endorser incur, ami state how he may be relieved- I'l. Wliat do vou uiiderstiUKi b_\ a holder m due course, and stale wherein he differs from a holder tor vahu'. 7. When does a bill or nole req\iire ciulorsiii),'', and slate bow such a note is netfolialed. ,s. Jolin Smith promises n deli\er to Thomas Jones :^\i bushels of marketable barley in -'** d.iys from September lo. (a) Draw the note. (b) Is it traiisf'jrable ? (c) Does it carry ri^'hts. and why I- !t. (a) Accommodate Charles Jones conditional ty. from Au^-^ust 1, for such an amount that when the note is discounted at ' fvir -'to days the proceeds will amount to St>i^.7'i. (^I'l'* days). lU. Pui.-' 'sc from the wholesale house of A. B. Jennin^'s & Co., Wlrnipe^:. *he fiMowinj,' (foods at 10 days draft : — 1 pieces Prii/. ''^. ^l^'J- -**'- '*+^i. at ^^c. KX.IMIVAIIDX I'AP'HKs. ■ i pivi\-s t'li^hnuTi.', 'i-J ■'•'■. ill '■•■:', c. •I pici-vs Silk, Til, ,>|, s.|. . .„:•, i.„ - , , . oil ,lu. u„ul hill. ■■ '" .■""I •..!<.. (a| .M.-iko ,.,.. liuoi.v. (H) Draw loi .■nuniiit. TiiiK- :; li.nirN, \t>\ ^-mhiT, I !i I- (a) Whal is a cmli-.-ul > ' lh| What i, ih^. mi.aninK >'f tho word .vnlra.t ' (c) (.IV.. the demonl.s or a k-^-al .oiilra.-l and dolin. vaili. -■■ (a( Name sonu- persons „l,oarc lorhidd.-n lo .„t..r i„io certain kinds of conlriitts. (h) \\'i.cn and ho« may an infanl raliK a .ontr.ut :- ■■'■ Whal .ontravts arc indude'd wilhii, ,1,0 Icrm •■ \,^r.-,. msnl 1,01 10 be perlormt-d within one vcari-" • Ka'; ,/''!'.'r " ''■•':'7^'''" -''>"■■'"'■■■ " Altorney." " Mroker." havtor. "(.encral Anenl.- ■■■. Stale ten leadinj; duties of .\f;ent to IVineipal, li. Denne a Warehouse Reeeipt, a Hill of lixchau^-e. a Kill ol Ladiiif;, a IVomissory Note. T. Under what different eircumstaiiees may an endorser to .1 note he discharged of his liability y "■ Uiiy at lt,u,k of Commerce by cheque a draft on Winni- P^Kal 4 cxchan^a-; remit to Stove! Bros, in full of account less .1 . Amount of account SI ^'."i.M.-i. |a| Draw the draft, (b) Draw the cheque. and d lif ™" r ' ''^^'T^'O ^'">^' "v•^^o.iahle by endorsement •nd dell ery, for S.'li.i^ i„ favor v.f John Smith, a, !,. davs Paid'afJ'i '"'""'■ ""^""^'-''•""^""itrherrateifnot paid ;it maiiinu. and dehverv , m lavor of \Vm. Jones, on Jno. Brown, for Slio 7.^ (a) Accept payable at Colletfc Hank, (h) Place qualified endorsement. (cj What ellect has endorsipjj? 154 ESSENTIALS OF L'OMMEKCIAL LAW. Time — 'i hours. 1. Deccmhcr. I!)(in. V.MX'E 10 Show form of Discharge of Mortjja^'e. In a dispute submitted to Arbitration, point out briefly the essentials of a proper award. li. Define Bill of Goods, statinjr clearly what should he 1: stated in a properly drawn Bill. Make out the followinjf hill : — Toronto, June 2U, 1H90 days, IC^, :(0 days. 40 yards Black Broadcloth at $4.20; 100 yards Factory Cotton at lOc; inO yards Muslin at 2.*^.; 200 yards Red Flannel at 40c.; JOO dozen Linen Handkerchiefs at $2.00. Paid freight on same. $12.00, 3. Define Corporation. Name the kinds of Corporations 1: and describe each. How may Corporations be dissolved, and under what circumstances may they forfeit their franchise? 4. What is the effect of usinjf the words '* Without Pre- ^ judice " in a proposition leading to a contract ? 5. If a bank pays a cheque which has been fraudulently (■ raised, under what circumstances and to what Intent may the drawer be liable? Give an example. 6. What is a Warehouse Receipt? Write out a Ware- 12 house Receipt, also a Delivery Order for 1500 bushels Red Winter Wheat, worth 80c. per bushel. 7. What Is a Bill of Lading- ? Draw up a Bill of Ladln];; for the followinjf : McPherson & Davis, 24 Front St., Toronto, ship to Stanley, Mills & Co., 11 King St. East, Hamilton, per Steamer " Macassa," Richard Copp, Purser, the following : 4 bbls. Granulated Sugar, 1200; 20 hf. ch. (7r, lbs. each) Blue Ribbon Tea. 8. Write a Chattel Note, maturing in three months, in favor o( F. G. Hunt, value $500. B. S. Wodchouse, maker. U. Show a diagram, illustrating six kinds of Endorsement, and state fully the effects of each, on the note and on the endorser. Explain the endorser's liability on Negotiable Instru- ments. EXAMISATrON PAPERS. 10. What is a Partnership ? Xame the tour kinds of partners and define eadt. Name the various Covenant items in a Deed of Co. Partnership. Give the different wavs in whieh a Partnership mav be dissolved. I.^i.-, lU Time — :^ hours. January, 1901. I. Write out a simple (orm of eontraet to contain -.n asrreement ,„ade between John Smith and William Jon ,o he s.|e to J..es oMU sheep at 87 each, delivered at t e marke m London. .Any sheep n, ■ wei^-hin^r 130 lbs. to be allowed ,b at 10 per cent reduction. -'• (a) What is a guaranty (or guarantee). (b) How many parties are there to a contract bv way ol guaranty ? (c) What are these parties called .' State the difference between a general and a special VAi.trE 10 .3. agent. (a| With regard to his duties. (b) As to the extent to which he may bind his principal. of pa^;„e^:;: "' "™'" ''""^" """ "'^"'-'^"•^ '""■-' ■- "•-'- 3 What do you mean by a holder of the Promis.sorv note ■' ^::::Xt' ""'""' '.H.sifheac„ireitb;J:; rVomtrd^r^Lf"""' ""'•''' '''""■■ ""' '-' "" '"=>■ '■"^" -■ (a) What is meant by protesting a Bill of Exchange ? (b) Who may protest it ? (<-■! What are the essential features of a protest ? l^J' V\)^7 ''""'*■'" "'"'^handise of Robinson & Little London, for S...0..0 on terms of 60 days or . in ,0 davs from li)6 ESSENTIALS <,^ (OMMERl'IAL LAW. June 1. On June itth you paid he Hill by bank draft at one quarter cxchanjje purchased by cheque on Collejje Hank. (a) Draw the requisition (b) Draw the cheque. (c) Draw bank draft. Ciive proper amounts. !). Make out a retail bill for a customer where the account 10 has been previously rendered for SI-**.?.") upon which S13.i.'5 has been paid, ten items of jjroceries havinjf been purchased since bill was rendered. {Supply dates and purchases). 10. Draw a joint and several note in favor of William ^^ Taylor, for Sllo.TG, at 90 days from Sept. 17. Time— .'J hours. February, 1901. VAI.LK 1. In how many ways may a contract of {,'uaranty be put •") an end to ? :.'. (a) For what purpose was the Statute of Frauds 10 passed ? (b) Give the provisions of the fourth section. .1. (a) State the difference between ordinary and limited 10 partnerships as to liability of partners for indebtedness of firms, (b) Why does this liability of ordinary partnership exist ? 4. In what cases may the dissolution of a partnership be effected ? State them in the following order :— , 1 25 (a) By act of parties, (b) By order of a court, (c) Bv the operation of law, I.H I.', IT) 1 1 .'>. What is meant by stoppag^e in transitu, and stale under G what circumstances can a seller's rights be lost. EXAMIXATiO.V PAPERS. (i. Define the duties of a holder of a bill to a drawer or endorser, and state how he may be relieved. "■ (a) What is a ffcneral aeceptance H (b) Qualified aeeeptance ? (c) What is the effect if a qualified acceptance is taken :- f|. Draw a Forei^ni Bill of Kxchan^e for £-jm sterlin.^ in Keid it Co., at liU days si^jht. U. Hunt & Co. (rave to John Burns a note neffotiable by endorsement, at one month from January .Us,, |!,o„, f„, g^y-X (a) Write the note. (b) Give due date. (c) .Acknowledge payment of Sl'.l on Februarv 10 (d) Transfer to Wm. Jones by full endorsement. ' 10. Ship to H. Hamilton 1 70 boxes Cheese (average wei,-ht ' V ""l ,T' '" "' ""'"^ "" •™'" '''""'"' """ ■•i»k. HamiUon lO^c. Ham, ton pays .,;.c. per box freiKht, carta,.e .V. per box, charges 2 ■/.commission. "^ (a) Write shipping invoice. (b) Make account sales. Time — .'I hours. March, (a) What are the usual kinds of tenancies ■' ' (b) What notice must be given to determine each kind? (a) Explain "lease," "les.sor," "lessee." (b) What leases are required to be under seal ;- (a) What is an " overholding tenant ":■• (b) What are the remedies which a landlord h;i the tenant who has not paid rent y (a) A offers by letter to sell his house to B for Sl.aOU. (b) B rephed by letter-I accept, subject to vour first puttmg the house in thorough repair. Is there, or is there not a contract Y Whv ? 1901. VALUK * .'igainst i:)8 ESSEXTtALS OK CUMMEKl l.\L LAW. .■>. A dr;ift was drawn by studcn' on J. H. Little in favor of H. R. McDonald at -"(U days sij;ht. What arc McDonald's dutits as holder:-' Kxplain fully. >i the transferee <\i such a note ? (d) What is the penalty in dealing in such a note if not properly drawn ? 10. A secures B's note without consideration and endorses it before maturity, and for value to C. who has knowledge of the lack of consideration. (a) Can C collect it from A ? Explain. (b) Draw a 30 day note for Sl')0.7."), negotiable by endorsement and deliverv. EXAMINATION PACEKS. Timo— .1 hours. I. •April, 1!)0I. .■1. (:i) What is a partnership-' .b) What are ,he duties of partners toward each other'^ (") To what extent can a partner bind his firm b, his contracts with third parties •■• (h) In how man, way, ma, partnership be dissolved - I-xplam. "" °-'':V'"'''";'f"''i"-"'or,,ed in blank, convert, Vh-ut uThT'" "'" " """"■"' "•"— ent. v^ n.it IS U s liabihtv ^ (H) In settlement of a claim payable by an Insurance Company, a note was ,-iven in these words •• prom.se to pay," and si«-„ed C. H. .Smith, Sec "J- *!• I-. to. Whose note is ii .1 Why v '■ Ibl U^'irr^'v""'"'""'"'"""'^"''™ ''-honor? ,;./'■" '" ""^ "bjectmfr of protestinif it? " "r^:r"' .^...•■or..Ma.er- ""'''r:;::cr'""""'n~'~H"if ''"Hv;:^t:^-----— - *.oo"-inir;™:^rtrisT'^"' -— - Explain. ■ """ " '"-"SOtiable note .^ (b) Six months after date 1 promise .0 pa,- B or order ^^ri:;;:: - - "'- ■» - --^ up ai- ,!:',^:^: 'ct" t ^"" "-^ ="""-"• "•'''' -» -^ this ,.o„d defend:; U h.v t "" '''"'''"'' ""» f-*^""- '» (h) What is tln= difference between the liabilitv of a drawer before and after acceptance I- «• On January 30th Brown mve his nr^ ■ Jones at 1,0 days for $73. On "vi^rch J" P™""^''-^- ""'- to l^-' inarch .(Ist Brown paid Sl'."). VAI.LK 111 1(1 10 160 ESSEXTtVLS OV COMMEKl '.\L i.AW. Jones jjave him a loose receipt not having' the note in his posses- sion. Adams huys the note before maturity. What arc AJams' rights? Explain. i). Robinson it IJttle sells to Wm. Hamilton, of Winjf- ham, on a '>" day note the following; : ^ pieces Cotton. 4'.t, .Vi, r,-2, ')]'^4, 'j')!/^. Ill, .VJ, .->•_>. at 'v'^c. \ pieces H Cotton, 'jl*, ^ti*j^, ^yi'/j, it", at -i^^c. 7 " Print, iMi, ;1l>, l'8i_., :]Ay^, 'My;, UC, ;ii*, at 'ic. ■2 " Silk, H(l. !((, at (iOc. less .'»/. ■) " [,inen. ^O. 4.j, 4(1, 49, 44, at 2nc. Make out invoice for same, taking off .'V. 10, A. who had forj^ed B's sij^nature to a cheque, promises the latter S1"0 if he would not expose him, relying upon said pro- mise H kept quiet. Is the promise enforcible J* Ciive reasons. hour; Ma^ nioi. vai.uk I. (a) How does a Shareholder transfer his interest in a corporation 'f {h) Kxplain " Debenture" " Proxy." •2. (a) What are the duties of a Director ? (h) How are the Dire^ctors appointed ? {c) What are Dividends? .'(. (a) Explain " Landlord," " Tenant," " Distress"? (b) What is rent? 4. Define a " Holder in due course," " Bill of Exchan}^e," " Endorsement," " Cheque." ."). C. D. & E. are endorsers of a draft. The holder notifies D. of its dishonor. To whom may he look for pay- ment : Whv (i. C. forjfes A's sijfnature as- drawer of a draft, which is accepted by B, the drawee. Subsequently B learned that A*s sijjnature is a forgery and refuses payment on that j^round. Is it a good defence ? Explain. EXAMINATiOS PAI'EKS. „..,■,'■ ."'■""' ""''•■'" "'■ ^■"-P'i'-tnership for John Smilh and W .Iham Jones, of the City of London, who purpose entering into partnership lor five years, to carry on a Dry lloods l.usiness Sm.th ntyests «:),0(l(l, Jones $7,000, profits to be divided in proportion to investment. Smith to receive a salary of SliOO per year, each to receive li per cent, interest on investment. (.Mal 10 10 163 KSSF.Xri.\l,S UK tOMMKRiiAI. LAW, (b) fun tho holder ot" ii lost Kxplaiii. (a} When is a hill or stolen note nejfotiate iti* or note discharj^ed I-* (b) The endorsee of a bill obtained it by fraud. He presents it at maturity to the acceptor, who paid it in j;ood faith. Is the bill disL-har^fed:-' Hxplain. 'i. (at What is a crossed cheque? (b| Draw a cheque on the CoIle),'e Bank in favor of James Kleniin^' for S'l"*.;"!, and cross it specially. (c) Is crossing; cheques likely to become j,'eneral in Canada? Kxplain. 7. John Smith, who cannot write, f,nves his promissory note for SM:t.7-'i to John Smallman for tJO days from March i-'O. Oraw the note and endorse it in full to James Campbell, who in turn leaves it at the bank for collection. H. Shipped to John Williams, Commission Merchant. Toronto. 50 ke^^s of Hutter, CO lbs. each, and l,;HH)tl.,zen Kjft^s. The butter sold for 22 'jc. per lb., and the ef^'^-s for 2.1c. do/. Charj,'es for freijfht, S:iN.75; storaj^'e, S(.i'"»; commission. 2'.. ; proceeds remitted by Hank Draft purchased at 's . Make out Shipping' Invoice, Account Sales and Bank Draft. 1'. (a) Define a ne^-otiable promissory note. (b) One month after my return from Toronto I promise to pay "B" or order SIOU.OO. Is this note ne^^otiable f 10. (a) Draw short form of leasv " A " leases to " B " tor one year from the first prox., his store on 'r2 .Main St., Winnipeg', at the yearly rental of S7.*»n.nn por annum, rent to be paid monthly in advance. (h) Is it necessary this lease should be in writing Win y Time— .'1 hours. September, 11)-: I. BILLS OF EXCHANQE. 1. How may a bill be endorsed restrictively ? Give an 10 example. 2. Where a restrictive endorsement authorizes further 10 transfer, how must all subsequent endorsers take the bill ? KXAMIWTrON PAI-EHs. M, its p'OM-ntment ] 1. Whi- ■iilioii (he diiti ■s of Iht. holder or a hill in rc»,' ■^.-liil to be dishonored ? ard ti i>;:i III aENeitAL Bt ■^. What is the Statute of Limitations LAW. '■: Hou does the Statute of Limitations onerate ir, reL'ard to . e collecon o, ,a, Promissory notes , ,h, Hook deht. ' ' Debts secured by contracts under seal :- ■■ (a. What is a Chattel Mort^'ace:- ,b, For what lenirth o tune can ,t be made? |c) When should it be renewed '^d, Ho„ does ,t affect the application of the Statute of „,ttti n to the collection of the debt ? l-iniitations BUSINESS FORMS. •"• Write a cheque so that when paid it will become ■, rece,pt lor one month's rent of your store, 'fross it ..sp::;^." '■>■ Write a I'rotnissory Note so that it mav bear the s„„ . rate o, ntterest after maturity that it does during' current l». (al Write a draft, or inland bill ofexchanjre. (h) W "tc a rorei«:n bill of exchanjTc, III 10 10 10 III Time — .'I hours. October, I!l0|. \.\I.tK Ac, .'; is^o ■" " ^"'"* ''''''^'■■""' "^"" '-^ •• «"'» "f l-cha,,,: , -'. Oefine the expressions, ■■ \ccenfin.-.. ■• .. i .■ .. •■Hank," 'MUwer,-- .. Delivery ■•■• MM ^^^^^- •^'•'"""' I"' " Issue ■■ ■' \-.,l„ . ■■ .. „ , • "'"'"'■ ^-l"l"'■»-.•ment,•• issue, \ .due, I>elence," as applied to bills of exchaiifre What a limited partnership :- 1()1 ESSENTIALS or liVMMKHi lAI. i..\\\. (>. (i;iw Up ill proper form ii certificate tor rc^'istration, ol a limited or -^pocial partnership, to be known as B, I) & Co., Commission Merchants. The I- irm to consist of A H, residing; at Hamilton, Ont., and C D, of the same place, e;tch to con- tribute S''.0,'ain between A., of [.ondon, Ont., and B., of Toronto, Manufacturer, for the sale and delivery of a twenty-four horse power Portable Engine to -A., completed accordin^j to specifications furnished, and delivered f.o.b. cars Toronto, by the .'tOth prox. Time — .*( hours. November, lltOl. I-' 1. What is an endorsement-' For what purpose is it made? How many kinds are there? Name them and jfive an example of each. 2. When and where is commercial paper payable ? If the last day of jjrace falls on a lejfal holiday, when is the paper due ? Is interest computed on days of jjrace ? What commer- cial forms have no days of g-race ? .3. When is it necessary to protest a note or draft ? What is its object and how is a protest made ? 4. A note reads, " I promise to pay," signed by two persons. Another reads, " We promise to pay," signed by two persons. What is the diflFerence ? 5. W'hat notices are necessary upon the dissolution of a firm or change in its partners ? 6. What is a joint stock company? How formed? In what respect does it differ from an ordinary partnership ? 7. What are the advantages of taking a note for goods sold rather than to allow the account to stand and collect at the end of the term of credit ? EX.WIIXATIHV I'AFKHS. H, To what cxlent a,n a bank K- hi.'!.! liable l>,r icrcilvi,,.. a fraudulent or raised cheque f lilve examples. '■>■ Who In an:,,, nil' To what extent the prineipal to third parties f >"■ What is a ICi.-. Il> .an .in at'eiil huiil ID a power ol attornej and lor what purpo may Tt be^rivcn? How is it ^-iven ;- Write power of attorney. .1 form of (jeneral Time .t hours. ,. neeemher, I I. Deliiie a Hill of KxehanKe. ^ -'. Draw up a„ Inland Hill of Kxehan^-e making- the drawer and the drawee the same person. ,,., ■'■. "''"" '" •' '■'""■"■■'' ^■h'N"^' -'"d the object in crossing it? Uhat.slhe diHerence in crossinjr a cheque " t.enerallv " and crossniK It "Specially";-' *■ Write a che>|ue i-n the Bank of Commerce, Toronto, and cross it Specially. ■>■ If a person obtains by pur.hase an overdue note, what IS the nature of his title to the paper as compared with what it would have been had he obtained the note before maturity v Kxplain. ■* 'i. (a) What is a lease? (b) What notice to quit is necessary at the termination of a lease ? (c) Who is an over- holding tenant ? (d) V\-hat notice to quit would an over-holdini; tenant require to give if he had previously been a yearly tenant - 7. (a) What is the advantage of securing- a debt hv , chattel mor,^.a>re? (b) In order to hold the property bevond a certain time, when must the mort^'age be renewed ? (c) How IS the debt .dterwards affected by the Statute of Limitations ? «. What is the dilTerence between a Vendor's l.ien and a Builders Lien? .Also explain a Carrier's Lien upon property transported. ^ 11. Name the elements of a legal contract and define each element. Iiiil. AI.C» 10 10 15 ISA I'M^rrMi i.\i i..\u. III. Il.'iiri Smith, ,.(■ |.,MKl,.n. hM>> a boii,.- :,n.l U.I .,1 In II-.' (Juevirs Avi-., IViim llonn J,.iio>. I„r S-.,1HK), l)n,« up :i ■shori form of o.iilnul Ihai „ill hlml t|,.. panics t., cadi ..iIkt uniil Ihc title i, soar.hcU, deed piopvrly Urauii anj llw propcrl, Cl>ll\i.'\cJ. TiuiL' :\ lui Jamiarv. I. What arc the (,'ciK-ral duties ol the holder of a Hill ol ICxehaufte ia; Where a hill is payable at si^ht or alter si^-ht !' Ibl Where a hill is payable alter date ;- |ei Where a bill is pavable upiui iletDaiid y -• (al Write an ordinary promissory note hearing interest at the le^'al rate, (hi Write a ioliit and several note beariiii- (et Write a non-iKL'otiahle interest hut not statin^r t|,c rate ni>te payable on demand. • I. (a) When .1 bill is duly presented lor aeeeptaiiie .-ind is not accepted on the day of its presentment or within two days thereafter, how must it be treated by the holder? (b| If the holder nc^'lects the Icfjal requirements in this case, what is the result f i. (a) Write a sif,'hl draft. (b) Time drafts in twn forms. (c) Show the proper form of acceptance on each of these. .">. (a) Make out a bill for merchandise sold 011 account, for which there is received cash and a lO-day draft in p.-irt payment. (hi .Make out a bill for merchandise sold for cash and properly receipted. I'l. State the provisions of the tlh and 7lh .sections of the Statute of Frauds. 7. (a) What is the "Statute of Limitations :••" How does it iipply to simple contracts? To contracts under seal 'f (b) Explain fully the operation of the Statute when the debtor removes to a foreijjn country. liXAMIN.lTDN I'ArKKs "• (:i) \Vh:i Ihiillil Morn; iiKi' !(,.» U '•)s' will ft 10 hold property (b) WlK-n ,lioiild ii hi- rL-nout-j;' Ki WIkmi ,-inJ Khun rcyiMiTcU !' Id) H>,« d.v. i, effect Ihv .rrli.alio,, of ,lK. ,S„„„U. ot I'imitiition-. lo tin J, iv ,- II. Write :i brief Mimm:ir\ if if. ! ;, > ,, ■ , .„ , .... Jcarly the relations „„d liahilitu • '..,>,. „, r", ,' .', 1 ' ,''' ana Kinn^r the relntiot, orprl... .,., ...., .., '„, ,„ \,-^, ,^ .^j^^"'' I". Write out 11 t\^,„, ,.: i.,.|i!,.: , |- ^ ,, William Coodntan. tnerehaM. ;„kI Willi ,„, -^.^^h n^lkkl^'-Z' months al a >alar\ ol'S.Ml "ll\ pi'.ial-l,. mo ihK I ime — .'i hours. I''ehrii;tr\ , I BILLS Of mciMNtlB nci. ' L.r-,ee> '"' ".''^" .''""'•^ '"' ^■"■"■".-reial paper have no davs of sii;;, , ' ' '■ '"• - "' >''''■■■'■■ '■^''-"■■'"■'1 "" P-P- drawn a, -'. What days of the year are observed bv the .Vet as le.-al hohdays ,„ Canada (excepting- ,he IVov i„ce of gnebec, .> Biliv'' ,J,"'nT" ■""■■ """"'"" '"'"•■'''''■ "'""i'l.-r.-.tion for :, M'll. Ib| l>ehne an accommodation note. , '• "■'';' " " ''"''''"■ i" due course y Tnder what circnm. M.,,^s may he ^e. a better ,i„e ,o the paper than the original CONTKACTS, ETC. tracts; "'"'" " *"'"""■"" "'"' ''"'" ""^ ''''^^'^"' '^l"-'-- "f ':™- n. "'■n"'^^(Hie-onsideration;(h)Mutual.VssentMc,l)uress- (J) l-raud; (el .Statute of Limitations. T Draw up a short form of contract between .Mr. A of b,„d„,K .Mr B to erect a building; „n Lot l.-,„4, .M„i„ „„,, e.-.i.t. Hamilton, to be hnished within six months from date of I •Ml'. \l CI- iW ESSKNTIAI.S OP COMMKRilAL L.\^. conlrairt and lo W ercct.^d in a.cordancc « itif draw in(;» and specificalions lurnished, for which Mr. A a^'rcs> to pav the sum of Si 2110 ; SWil to hi- paid when ,he roof is on the buildinK ; $400 when the piasterin,; and carpenter work is done, and the balance .11 days after the whole building is completelv finished. «. If A wishes to entfaije H to work lor him, duties to commence a year from to.morro«, uh.il precaution is necessary in mjikinj; the contract ■' '.I. John Smith ^-ave Henry Jones a tour-months note on June 1st. |s.i7. for SIIDl), with interest at 7 per cent. This note was not paid at maturity, hut had the following pa%ment.s made and endorsed on it : Sept. 4th, l«: 7, S-'OO; Oct »th IMJT, $100; Nov. tlh, 1K!I7. SJOII; .March 4th, ISIIS. S200 '; July 1st. IMDN, $;|0 on accoimt of interest, after which date nothing further has been paid. (.\) On «hal dale does this note become outlawed according to the Statute of Limitations ? (B) What rates of interest does it draw until paid ? (C) Draw the note and show the ettdorsements made upon it. 10. .Name the articles or clauses wl partnership Contract should contain. an ordin.trv Co- 10 hours. March, 1002. exainpli nefine the followinff forms and j;ive an example of e.ic (a) .\ chetjue " crossed speciail}-. " (b) ,\ Patent Rijrht Note. (c) A fhatlel W.lc. (d) An .Accommodation Xote, (e) .A Joint and Several Xote. Define the followini,; forms of endorsement and (five .' of each. la) .An endorsement " Per Pro." (b) .\ Ke'.fictive lindorsemenl. (c) .A Qualified Kndorsement. (d) A Wail er of Notice of Dishonor and Protest. (e) For Identification. vai.uk h: 10 EXAMINATION PAPERS. •1. (a) L'nder what circumstances is it neccssarv to protest a bill? (b) What is the object of protesting? '(cl Where, when and how should a protest be made i 4. (a) What is a limited partnership? (h) How manv members are required to form such a partnership ? "'. What is the law in re),'ard to the registration of a part- nership .■' Is here any difTerence between the registration of a hmited partnership and that of a jfeneral partnership y 6. In how many ways may a partnership he dissolved :■• What precautions are necessary at the dissolution of a lirm in order to protect the indii idual members :■■ T. Draw up a short form of articles of co-partnership between A, B and C, to conduct a retail boot and shoe business in the city of Toronto, for live years, each investing S-". 0(1(1 in cash ; profits to be diiided eHually, .A, in consideration of his larger experience, to draw .a salarv of %-l.»W per annum B and C to draw Sl,.^(«) sach ; A to act as buyer and ^-eneral manager, B as bookkeeper, and C as salesman. ' The tirm name IS A, B, e & Co. B is to sijfn the firm name. ". What provisions would you insert in the articles of the co-partnership vou have just drawn „p to prevent dissolution in the event ol the death or incapacity of ,i partner i ». (a) Define a Chattel Mort^'aKc. (h) I)i.,tint;uish between It and a Bill of Sale, (c) Also state the effect of re^-isleriiu- or omittinjf to rejfister. 10. Define A^'ency. l'nder what circumstances, in the transaction o( iiusmess, is an ajrenl liable (o third parties? 111 Time— .1 hours. April, l!l()-.> Gne Rtnwmfvr .hiiut-rs to the First F,;,r (J,„'Mo„s. I. A tfave his note to B for S.-i(Kl for monev lost at cards. B sues .A. t'an he recover ? -'. A, who had for^'ed B's sifrnatur. to a cheque, promised the latter SHIO :f he would i ot «pose him. Reiving upon said promise, B kept quiet. Is the promiv,. ..nforceibl'e ? KSM-;\rr.\l.s of OMMKKi i,\[. LAW .■). nu>ney. (. A horsi- Mhich A hou^'ht of H on Sundav proved to be A returned the horse and sued B for a return of the Can he sueceed ■' A offered B SMk.!, if the latter would marrv the former's dau^-hter. B aeeepted the orter, and after n,arria.i;e sued \ to reeover. Can he sueeeed:-- n. I-;. P. Kvaus owes I.. H. Ycm,^ S.1(K), and «-ives him a •'" d...ys s,^,ht draft on J. A. l.vons, who piaeed upon it a (Juahhed Aeeeptan.-e.- What is the effeel of that;- Is it a Kenuuie aceeptance? What is the legal position of the holder - Draw the dratt and jjive an example of the aeeeptanee. '■■ lUiy of the Hank of Comineree, Ottawa, Ont., h a draft on the Molsons Bank of Hamilton, On .-'xchannre. and remit to I.umsd ^n Bros., Hamilton, in full o aecount, less .1 percent, eash Jiseount. .\mount of .Kauuil, 8:17.". lal Draw the draft. ih) Draw the cheque, sho' 7. Write followinjf may be recovered h' (b) a promissory note : ic debt barred by this law he heque, 4 per cent. neque. showiMj; proper amount, summ.iry of the law limiting the lime when the process of law: lai a book debt ; conlraci under seal. How mav a iiied.' "■ lal Define a "Holder in due course, rights fully, ibl What is th( fi>r :i patent rij^ht i- Kxplaiit lii> rule in reference to a note j^nven il. What persons labor under disabilities complete or partial! m the matter of contract. Sl.ite in each case the extent ol the disability. Hi. (al With rej^ard to form, in what dirterenl ways ma> contracts be made y Ibl .\, a farmer, agrees to deliver to B, :, dairvnum, twenty gallons of new milk ,il '1. .Ill a.m. every da> ; also a like quantity of skimmed milk al s.ime time, for S.I per day. payable weekly for .1 term of six months. Write the conlraci. l^f'M I-.XAMI.' [|il\ I'.VfKKS. rinic .1 )u I. SIOOJIii. > Three m„Mlh> filter date I promise to puv |ohn |„ne,, or order, One hundred dollars, >akie reeeived. titAlHl.K Bf<1>U\, On the baek of this note is the following : " Piiv John Smith, or order. (Siifnedl John [ones." •• Pay William White. (Sii;„edl John .Smith." In the ease of the above note ; lal What would he considered •• material .illerations " ■■ (h) How would the several parties respeetivelv be atleeled il the note had heeti altered in a luaterial part :■• (e) There is neither "hearer" nor "order" after William W htte's name in the endorsement. Mij,rht he write in either - (J) ll'Hv should William White endorse the note so as to escape responsibility for its lutnre pavmenl y lel How should Geortre Hrown'ha>e drawn the note if he had w.shed it to bear interest a, 7 per cent, per an.uu,, Iron, dale until paid ? -■. What may constitute .a valuable consideration h>r a nill or N'ote i I. Who is an Accommodation I'arn to a Hill or \olc:- I. "'ho is ,, "holder in due course " :•■ fnder whiit cond, lions uould his title to the paper be defective y ■"'• (a) What is a Hill of Lading; y Ih) What is ihe cllectofa Hill of Kxchantre attached to a Hill of Ladinj,';-- ic) Draw each of these forms. I'- lo whal evtent can a minor hind his p.irents :■■ tan he >x^^ il y ■• To wh.it extent can . a married woman make com racts lo hind her husband ;- t. .m she do it ;- ■". (a) If .\ leases a house from M lor one > ear from .Mav Isl. I.IDL', what notice is necessary to terminate the lease y Ibl il .\ remains oier his year, what kind of a tenant is he, and whal notice is neees.sary in order th.il he ^ may terininate the lease on May 1st. I '.1114 y (c) Write the notice tii cjuit. KsshN[|.\l-S OK iOMMKKt I.\r. r.AW. (Hi What is :i Power of AttorncN ? (b) Draw the form oC Power of Auoriiey, ),'i\ iiiff your bookkeeper, Mr. A. I.. Pean. authorin to >i),'ii cheques, notes, bonds. mort^-af,'es, deeds, and all other business papers or do'.-urnents for vou diirinjf your absence from home for a year from present date. Sit;n your name as William Thompson and date the instrument at l-ondon. Ontario. Draw up forms of the follow iiif; commercial paper : (al Account of sales, (hi \n Invoice of Cioods receipted by a note at till days, (cl .\ Certihcale of Deposit. (d) .\ New York Exchanjie Draft. (dl A Sterlint; Draft. Time -.1 hours. Givv misms for ans'M'rs h, firsl fimr quesliims. i. " Ninety days after date I promise to pa\ R. One Hundred Dollars, in f;oods from iny store.' nejjotiable instrument ? -'. " In one month after my return from \ew York I pro- mise to pay • B,' or order, one lumdred dollars, value received." Is this a negotiable note ? unc. 1 itOL> ^ ALUt or iirtiir [s this a ."1. What is the ditrorciicc between draft ? Is there anv i- cheque ''K'" 4. " A " obtains a sheet of paper from " B " with '• B's " sijfiialure on it and conslruelsa note over it. He iht-i. cndor^.i-v to ■• f," who takes it in j^ood faith for value. (a) Does " C " ^-ood title to it .■' (b) If '-e"" should sue "U" at niaturil\ , can he suc- ceed r* Icl Has " H" any remedy y ■>. V\'hat do you mean by the holder of a promir*>*>ry note-' Does it affect his position or his ri^jhts if he require-wt before or after maluritv I* KX.\MIN.\riO\ I'APF.K^. li. (Ill What is im-:„il hy proluslii,^. :, Hill of Kxch.in^'e :- (b) Willi may protest it ? Id What are the essential (ealii.es ol' a protest ? '■ Write a summary of the la a retfardiiif; Limited Partner- ships, statint; 'learly the dittereiwe between General and Speeial Partners as to their riffhts. restrictions, liabilities, etc. s. \'oii boii^rht merchandise of Ihos, C. Watkins, Hamil- ton. lor S:l.-.(l.,sil on terms of lid days or i; per cent. In 111 davs Irom June I. On June Dth you paid the bill bv bank draft, at one-Hu.irter per cent, exchange purchased b> cheque on .Mer- chants Hank. (a) [)ra\v the rec|uisition. (b) l>rai\ the cheque. (c| Draw bank draft, liive proper amounts. '.'. Make out a retail bill for a customer where the account has been previously rendered forS20.7.^, upon which Sl.'i.7.'i has been paid, nine items of groceries having been purchased since bill was rendered, (Supply dates and purchases), HI. Draw a joint and several note in favor of William .\dams. lor Silli,?.",, at llO days from June 111, and state anv other (orms in which it might be written. 17.1 9 INDEX. A An EHTAHcK OF Bills of Exthange . :jr.. *crihT*s( t 111 Otnit I- Contracts 10 io lrco-iM.>i)Arior« NoiB-- ;«, 4S. 1 idBSH Aitcnt and l';liicipal , Appolniiiient of Agents Sub-Aitents Liability of I'rincipal I.ijbillly of Aaent [[[ Commiulon Merchanta and Brukers ... Teniiinaiion of Aiiihoriiy Kfvocation by Anent , Kcnunciailon by Agent Death, lUnkrupicy ot Inunityul .AKtnt or Piincipal When lllt'Kdt .ri'iinmiATiON or Payments ... ., , , > .IIII1TKATION ]| ■tiicNMKH-ra ; Insolvency - Making an Aisicnintirit ... 7 ReifiEirallon and Koriii of AssHinrni nt . * Exetnpiiunt under the AssiRitnif tit Act .. •• Duties of Asiigncfl >, Natici- to Creditors > Notice of Conteitiition of Cldini m Accoiiriisand Ktnmneratlon of A<^siKnee " Cr- t Claims H \ >[:- I'riofiiy of Claitiis ... ^ 1 r.iinHilent I'referetic- s. )'tfviiii:nt of Dividf^ndi by Assignee ... V Composition Aiireements St Ni toliabli- P.iper fSpUiiied ... AclolINK' DinlillCiioti betwetn KoreiKH -nd Inland HIIK Sei^tiablllts and Maiiirliy Acceptance and Payiiiei.i PiQIesI fur N.jn AcccpUnct' Uuiit*. KiMlui and Pow.'rs ot Hold, r ... Liability of l-ariles Iloldi-rin Um-Comse Alltratiotlofa Bill Lost Insirumeni^ Patent Hl«lii Bill- Overdue Hill--,.. ... Cheques :».KriMl«TK Ut DRHOStT ;HArTllL MoBTGA.if.S Ktplanatlon of AsKlgnnictitof DischarNaof Specitiien Porin M«t*MOS Menmiantm IMUON Law lMIKN.SATO«V KKWKOIES Goud InSLitticlem L.1W of .. Ri^i]ui Kites Capacity of 1 ^rtles MiDori ... biu-i. sad Li natli-» liitoitcaied Penonf . Indians Married Woti en ... Mutual Assin ofPwiie C>Tiaidi'rati K.'fir^int M-)rriaK< Sfiecialiy SImiile S««ltd ^_ Kipresiuid Iiiiplierf . , Ei-scuted ani Briach StaiLiie of (rauiii and Ptriurie- Thow; Rtgutrpd lo be Wriiten Forms of Cciritraeis CanuNM. Rk«K,„B, Ckossh. Chfoiks VAMINATIOS PaCHi NIIORS«MlNTS ... Etli-cisof In blank Villi "T .Special yualihrd ,., kestriciivp * Per Pro n lioM l£nd- Ricflpts Rmlsiration of Notice of I >i v<>luiioii Re«isirail<,MofP...,imhipAritclM Warehoujp Rfcelpi , Will JHIiRRIIV In('oki'oh*tkii Cumi'ahiks |STB»«ST ON NOTKS ANn Ac< O, N iN-rLVKNr^ J Joint St.kk Comkaniis nowCrt-.iipd Adv^nlaKes Books 10 In- kepi HcwOr)(.,iii,pd The Petiiian ilo-rd of Directors Limited and Double Liabiliiv . Tratiifer of Shares ... , Word ■' Limited' .. I'iK. PliOWI>.K>. IN C Ctrtm AND AcciPTAHCK in CoiraACTi How Cremeil Wrliwn, VeibftI At Iroplled A|r«emanii The TiiwTetl of DUirlbuiion of ftuBu Kind* of Panneri ,. Llmilvil HartDfrnhlp KlRhii and Uuiian of Pannri * AnlclMofAirermenl 113,1 Tradinn and Non Tr«d!nj| Piniis Profits Paid aa Sal- \ ... Ragiairatlon of ti.'>, Auihodty of Pat( ei I.Ubtllij' of P. •', .T i la. Dluolullon , t'lti, Wlndlni up Patbmt Right Billk Pkksonal PiiopawTv Points Woktk Kkmbmbkrinu 27. PowKR or ATToSNav , PROMISSORV NOTBS Preaentmenl for Payment ForiiMl NoiBs... Accommodailun NotM ... Lien Noiea Forms of . 1 P«OT««T 3i. i'. ITovUlon* in Slatui* of Fraud* Eiaiiiination ol Title Convajrunne Biptaln«d RcKliiraiioii ul Dead MortKaicei Salks or Peisohal Pkopkitv On Trial and by Sample ... Price and Payment Startiieof Frauds Bill uf hale Stop(>afe in Trantliu SrATtTR Law Stati'tb tr' FwAi-ua Statl'TB or LiuiTATioiia SrOPPAtit IN TllAMtlTL' ■a. Z). V2. lUt W WARKHni.SK KKCKlfTS .. Wills a»d KxriUTomt .. hyii.K Iniesuie Witneues ,. .. Executoti Codicil* Speclmm Will ... . Without Prkji/dick » \Wtiii ' i^!ia^ '-..«