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McKINNON JAMK8 8COTT P.C. - Prbbidknt 1st Vicb-Prksidknt 2NU Vic'K-PhE8IPKNT Ol RECTORS: J. R. BARBER, H.P.P. U. STERLINU RYER80N, K!.n , r.R.C.8. REV. DOVAI.D C. HOSSACK, LL.U. J. II V'lUUiFIELn, Sheriff County ol York. H. SUTtlRRLAND, Manning Director Tern- penncc aiici Oeneral Lite. ALEX. FRASER, Contractor. J. ORLANUU ORR, M.U. JOHN MCLAREN, Lumberman. ROBERT BEITH, H.P. H. K. EOAN, VicePretident Ilawkeibury Lumber Co. D. B. MACLENNAN, Q.O. R. MILLICIIAMP, Wholeule Merchant. A. T. WOOD, M.H. ALEX. BRUCE, Q.C. JOHN KNOX, Wholeeale M>>rohant. J. S. N. SHEN8TONE, Socretarj-Treamirer Maney-Harria Company. ee Under the approval of the Lieutenant-Governor in Council the Company is accepted as a Trust Company by the High Courts of Justice, and acts as Administrator with will annexed or In case of Intestacy. Committee of Lunatics' Estate. Executor under will or by transfer. Guardian of a minor's estate. Trustee under any deed, will or settlement, by original appointment or substitution. The Company will act as agent for any of the above ; also as agent for and transacts all kinds of financial business, such as issuing and counter- signing l)ondg, etc., management of estates, investment of monies, collection of rents, income, etc. The Company also acts as assignee, liquidator and receiver. Solicitors placing business with the Company are in all cases retained in the professional care thereof. WM. BEITH, Manager. .... _ f Clute, Maedenald, Kacintoah i McCrimmon, Toronto. \ Brueo, Burton A Bruce, Hamilton. Hamilton Agents : Messrs. Counsell, Qlassco & Co. Telephone No. 315. /^s INCRAVtOCOPptK PUU NIADINCS WITH OR WITHOUT MtW W BUILOINCS A StECIALTV WITH US. mM^^ >^- ^fSlEEM [ngraVjersjK n~^ ^J ) knfiGRAPHERS. ^BANKEttStHEQUES'rVS) OTATIONERS ^*' " (?y DRl^ PUBLI«HCR« Of ClH Cawaataw Diaile> 64-68 King St. East TORONTO J» J» We make a Specialty of J* Jl Slatlontry, Offiot and Typtwrittr Suppllas Every requisite for BA.VK. OFFICE and COUN'TI.VG HOUSE. AOOOUnt Books— For Banks, Merchants, Loan G>mpantes, Etc. We (five Hpcctal attention to thiH dopartnicnt. Make and keep in stock DEPOSIT, OEXEUAL. LIABILITY ami SAVINiJS BANK LTCUOEKS, lilSCOUXT and COLLECTION' UEGI.STEHS, DIAUIES, and other Bookn RpeciaUy adaptM to Bankent' uho, and Account Huuks of nil deHcriptioiis. Wo own and control the celebrated Kinnard Patent for Flat Oponing Aooount Books The Stronirest and Most Durable made. Open flat, do not gap open be- tween IMiCtionH. BAAbkliifllisw I" every style of the Art. Unsurpa.ON-KK.sl|>KXT.S, HS. 4, 5. CamKH or ACTIONS AOAIN.ST .lOINT DEIITORM, 8H. (i, 7. EkKKIT OK A(KXOWI.ElM)MKNTN, H. 8, Limitation in intestacy, h. 9. HEK MAJESTY, by and with the advice and consent of the Le<,'i.shitive Assembly of the Province of Ontario, onact.s as follows : I.— (1) The actions hereinafter mentioned shall be com- Limitation of menced withm and not after the times respectively hereinafter .SIIk m',' mentionc'tl, that is to say : liciiinnictioriH. {<>) Actions for rent, upon an indenture of demise R,S.O. 1887. c. GO, s. 1(1«). (b) Actions upon a bond, or other specialty, except ui)on the covenants contained in any indentuie of morto-a-a- matle on or after the 1st day of July, 1894 R S (") 1887. c. GO, s. 1 ( 1 />) ; .56 V.. c. 17, 8. 1 , part ; " GO V., c. ;} s. 3. . . I (c) Actions upon a recop^nizance, within twenty years after the cause of such actions arose ; ('.?) Actions upon an award where the subini.ssion is not by specialty, (c) Actions for an escape, (/) Actions for money levied on execution, within six years after the cause of such actions arose; STATUTES OF ONTAHIO Al'KECTIN'f MKRCANTILE LAW. Wh«ro tli!u> HiM'cltiUy liiiilti'.l. AvtioiiM (if avciiiiiit, «tr,, to liu r.iiiii' iiii'iictxl within Nix yunrH. (e enforceable by action by reason only of some other matter of claim comprised in the same account, hovinjjari.sen within six years next l»efore the commencement of the actitm. H. S. O. 1887, c. GO, s, 2. In I'liif iif ili-iiMi>ii iiiilv f.linf. iiiiliriiiiiiit. Iiiim Im>>>ii ilIpi-iiiIv orKilhiT wIki at Ontario, i>y recovonxl aj^ai thu time aforemiid ruiiMon only that jiid^inont haw l>een aln/uiy '^""Ijy'.'^ iiiHt titu joint (lul)tor wiio waH within Ontario at U. S. O. I887,c. 60, H. 7. 8. In caHo an acknowlcd^nnont in writinjj, Hifjnod by tho ^■,"''''!i['',*r'*' princii)al party or Iun a^ont, iH niado by a person liabk- upon IciIkhkiu ur an inclenturu, Hpocialty or recogni/ance, or in caso an ackiiow- i"""' i"»> ""'"'• k'liginont is niaile by hucIi poi-non by part payinont or part satiHfar.tion, on account of any principal or interoHt duo on hucIi indontjre, Hpocialty or recognizance, tho porHon entitled nniy briii^ an action for tho money remaining unpaid and ho acknowledf^od to be due, within twenty yeara, or in the cascH nienti(med in clauHo (li) of nub-Hoction 1 of Hoction 1 within ton yoiifH, after such acknowlo« a present right to receive the same accrued to some person wiVilfn'twoniy capable of giving a discharge for or release of tho same, unless },Vnr'A,.t, ja in the meantime some part of the estate or share, or some ||"jl'-' ^ •'^'■•*^- interest in respect thereof has boon accounted for or paid, or some acknowledgment of tho right thereto has been given in writing, signed by tho ])oi'son accountable for the same, or his agent, to tho person entitled thereto, or his agent ; and in such case, no action shall be brought but within twenty years after such accounting, payment or acknowledgment, or the last of such accountings, payments or acknowledgments, if more than one, was made or given. R. S. 0. 18«7, c. GO, s. 9. STATUTES OF OXTAUIO AFFECTING MERCANTILE LAW. EXECUTION. R. S. O. 1897, Cap. 77. .Short title. Cliattcln ex- einpl from suiziirc. lioddlng. Apparel. Kiirniture. An Act respecting Execution. Short title, s. 1. Goods exempt from seizure, ss. 2-7. Wkits aoaiNst lands and goods, ss. 8,9. Renewal of, s. 9. What may be seized under execu- tion AGAINST OOODS — Stocks in certain companies, ss. 10- 16. Equity of redemption of chattels mortgaged, s. 17. Money and securities, ss. 18-20. Security to sheriff, ss. 21, 22. Mortgages, ss. 18, 23-28. What may be sold under execu- tion AGAINST LANDS — Equity of redemption of lands, ss. 29-32. Contingent interests, s. 33. Church pews and sittings, s. 34. Sales against executors, w. 35. HER MAJESTY, by and with the advice and consent of the Leffislative Assembly of the Province of Ontario, enacts as follows : — 1. This Act may be cited as " Tlie Execution Act." 1887, c. 64, 8. 1. EXEMPTION. R. S. O. It. The following chattels shall be exempt from seizure under any writ, in respect of which this Province has legislative authority, issued out of any court whatever in this Province, namely : 1. The bed, bedding and bedsteads (including a cradle), in ordinary use by the debtor and his family ; 2. The necessary and ordinary wearing apparel of the debtor and his family ; 3. One cooking .stove with pipes and furnishings, one other heating stove with pipes, one crane and its appendages, one pair oi andirons, one set of cooking utensils, one pair of tongs and shovel, one coal scuttle, one lamp, one table, six chairs, one washstand with furnishings, six towels, one looking glass, one hair brush, one comb, one bureau, one clothes press, one clock, one carpet, one cupboard, one broom, twelve knives, twelve forks, twelve plates, twelve tea cups, twelve saucers, one sugar basin, one milk jug, one tea pot, twelve spoons, two pails, one wash tub, one scrubbing brush one blacking brush, one EXECUTION. wash board, three smoothing irons, all spinning wheels and weaving looms in domestic use, one sewinq machine and attach- ments in domestic use, thirty volumes of books, one axe, one saw, one gun, six traps, and such fishing nets and seines as are in common use, the articles in this subdivision enumerated, not exceeding in value the sum of $150; 4. All necessary fuel, meat, fish, flour and vegetables, actually fuci nmi provided for family use, not more than sufficient for the ordin- P'**\>»on* ary consumption of the debtor and his family for thirty days, and not exceeding in value the sum of 840 ; .' One cow, six sheep, four hogs, and twelve hens, in all not Animals, exceeding the value of S75, and food therefor for thirty days, and one dog ; 6. Tools and implements of or chattels ordinarily used in the tooIh. debtor's occupation, to the value of SlOO; 7. Bees reared and kept in hives to the extent of fifteen bccs. hives. R. S. O. 1887, c. 64, s. 2. 3. The debtor may in lieu of tools and implements of or Debtor niay chattels ordinarily used in his occupation referred to in clause of saio'^onm" 6 of section 2 of this Act, elect to receive the proceeds of the };J'',",o"^Vj.; *'^" sale thereof up to SlOO, in which case the officer executing the writ shall pay the net proceeds of such sale if the same do not exceed 8100, or, if the same exceed SlOO, shall pay that sum to the debtor in satisfaction of the debtor's right to exemption under said subdivision 6, and the sum to which a debtor shall be entitled hereunder shall be exempt from attachment or seizure at the instance of a creditor. R. S. O, 1887, c. 6+, s. 3. 4. The chattels so exempt from seizure as against a debtor GoofUexenipi- shall, after his death, be exempt from the claims of creilitors of nf\e7'(Uath "f' the deceased, and the widow shall be entitled to retain the LoYo^vWow' exempted goods for the benefit of herself and the family of the mui family, debtor, or, if there is no widow, the family of the debtor shall be entitled to the exempted goods. R. S. 0. 1887, c. 04, s. 4, part. 5. The debtor, his widow or family, or, in the case of infants, Ui-cht of their guardian, may select out of any larger number the several ""^ ''^^""'• chattels exempt from seizure. R. S. O. 1887, c. 04, .s. 5. <». Nothing herein contained shall exempt any article Kxcoptinn. enumerated in subdivisions 3, 4, 5, 6 and 7 of section 2 of tins Act from .seizure in satisfaction of a debt contracted for the identical article. R. S. O. 1887, c. 64, s. 6. 1. Notwithstanding anything contained in the preceding n nods liaWc to sections, the various goods and chattels which were pi-ior to the thm"' so'iiabi"' first day of October, 1887, liable to seizure in execution for [n'icS'bc'fore debt shall, as respects debts which were contracted prior to the "ta. i, issr. STATUTES OF ONTARIO AFFECTIKO MEllCANTILE LAW. sftid (lay, remain liable to seizure and sale in execution, pro- videtl that the writ of execution under which they are seized has eudoraod upon it a cei-tificate signed by the Judge of the Court out of which the writ issues, if a Court of Record, or where the execution issues out of a Division Court, by the Clerk of the Court, certifying that it is for the recovery of a d(?bt contracted before the date hereinbefore mentioned. R. S. 0. 1887, c. 04,8. 7; 51 V., c. 11,8.6. WRITS AGAINST LANDS AND GOODS. Lands unci KiKxls to lie iiicludcd ill 1)110 writ. 8. Subject to Rules every writ of execution issuing under ail}' judgment or order of a Court or Judge for the payment of money, except a writ of execution issued from a Division Court, shall \)(i issued against both the lauds and tenements and the goods ami chattels of the execution debtor. 57 V., c. 26, s. 1 ; 58 V.,c. 14, s. 1. Writs may bo rciioH-ed every lliroe years. 9. It shall not be necessary to renew from year to year any writ of execution now in the hands of a sherirt" or hereafter isHUt'd, but all such writs of execution shall remain in force for a period of three years, or until satisfied in the meantime by payiiK'ut or withdrawal by the party prosecuting the same, and every such writ may be renewed from time to time for periods of three years in the same manner as a writ of execution was formerly renewed from year to year. 57 V., c. 26, s. 2 ; 58 V., c. 13, s. 31, part. WHAT MAY BE SEIZED UNDER EXECUTION AGAINST GOODS. SliiU'os and lilvidunds, el<^. lialilc to xeizuiu. Stocks in certain Companies. 10. All shares and dividends of stockholders or any efjuity of I'edemption in any such shares or dividends in any incor- porated l>ank or other incoi'porated company in Ontario, having transferable joint stock, shall be held to be por-sonal pi'operty, and shall be lial)le to bona fide creditors for debts, and may be attached, seized and sold under execution in like manner as otlier personal property. R. S. O. 1887, c. 64, s. 9 ; 58 V., c. 13, s. 32. Copy of execu- tion to be sirvod on tlio eDinpaiiy with notice of seizure. .Sloelc not to be Irniisferrod while under seizure ; and Mile under seizure to in- clude all divi- dends, etc. II. The sheriff or other officer to whom an execution is directed, on being informed on behalf of the plaintiff that the defendant has such stock, and on being required to .seize the same, .shall forthwith serve a copy of the execution on the comjiany with a notice that all the shares which the de- fendant has in the stock of the company are seized accord- ingly : and from the time of serviv^e no transfer of the stock by the defendant shall be valid, unless and until the seizure has been discharged ; and every .seizure, ai?d sale made under the EXECUTION'. same, shall include all (li\ ideiuls, preiuiums, bonuses, or other pecuniary profits upon the shares seized, and the same sliall not after notice as aforesaid, be paid by the company to any one, except the person to whom the shares have been sold by the officer, unless and until the seizure is discharged, on pain of paying the same twice. R. S. 0. 1887, c. 04, s. 10. Vi. If the company has more tlian one place where service of process may be made upon them, and there is some place where transfers of stock may be notified to and entered by the company so as to be valid as regards the company, or where dividends or profits as aforesaid on stock may be paid other than the place '.vhere service of such notice has been made, the notice shall not afiecL any transfer or payment of dividends or profits duly made and entered at any such other place, .so as to subject the company to pa}' twice, or to affect the rights of any bona fide purchaser, until after the expiration of a period from the time of service sufficient for the transmission of notice of service by post from the place whore it has been made to such other place, which notice it sliall be the duty of the company to transmit by post. R. S. O. 1887, c, 04, s. 11. Provisions for tlie ea^o of tlie coiiiiMiny liav- iiiK inure tliiin onr ])liicc wlicre service of process may boleKally tiiuile upon tlu'iu (ir tmns- fei-s notilled. 13. The shares in the said stock shall be held to be personal simitH to iie IP 1 • 11 1 1 . .■ . 1 • ,1 r pi'r-ii mill pro- property, round ni the place where notice or the seizure tiiereol iiortyatthe is served as aforesaid. R. S. O. 1887, c. 04, s. 12. };o}icc'of"'"'" seizure served. 14. Where any such share is sold under an execution, the Mode of pro- officer shall, within ten days after sale, serve upon the company s'lie.'"'*" at some place where service of process may be made, an attested cop3' of the writ of execution, with his certificate endorsed thereon, certifying the name of the purchaser who shall there- after be the holder of the share, and who shall have the same I'ights, and be under the same obligations as if he had duly purchased the share from the proprietor thereof ; and the proper officer of the company shall enter such sale as a transfer in the manner by law provided. R. S. O. 1887, c. 04, s. 13. .Siviiig of all 01 her remedies. IS. Nothing in this Act shall be construed to impair the efiect of any remedy which the plaintirt" might, without tiiis Act, have had against any .shares of such stock as aforesaid, by attachiiicnt or otherwise, and the provisions of tie next pre- ceding four sections .shall apply to such remedy in .so far as they can be applied thereto. R. S. 0. 1887, c. 04, s. 14. 10. All corporations, established for the purpose of trade or \vini simii be profit, or for the construction of any work, or for anj' jiurpose \vy a porsan cognizant of the facts. Prior to or Himnltaneiiusly with the tiling witii tlio clerk of the County Court of tlie arhdnvit, there .shall be filed with the clerk the certificate of the she.'iff, or an atfidavit, shewing that such pro- ceedings liavo been had against the debtor a.s entitle the creditor to proceed under this Act. (2) The claimant is to serve on tho debtor one of the dupli- JJu",ur""" cates, and a notice stating that tlie claimant intends to file the other duplicate with the clerk of tho County Court by reason of there being in the sheriff's hands a writ of execution against the gocxls and chattels (or lands) of the debtor, and that tho claimant intends to call on tho sheriH'to levy the said debt out of the property of the debtor under the authority of this Act ; which notice is to contain the other particulars, shown in the Form C, given in tho .Scheilule to this Act. The notice may be either attacheil to the affiilavit served, or endorsed thereon ; where the atfidavit is to bo served out of Ontario the Juilge shall limit the time at which the next step may bo taken by the claimant as hereinafter provided. R. S. O. 1887, c. fio, s. 7 8. — (1) An execution debtor may give notice in writing to Jl'iljJ,';;^ Jj^ the sheriff that any claims to be served upon him may be mid rust for served upon any solicitor in the Province, whose name and ^'^'■^'''*'- address shall be given, or by mailing the .same to an address stated in the notice : the sheriff' shall thereupon enter the notice in the said book in section 4 mentioned, and so long as any execution, which was in the sheriff's hand.s at the time tho notice was given shall remain in his hands, shall repeat such entry inmie^'l 18 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. name and addresp of some solicitor in the Province who may be servid on the claimant's behalf, service of any notice, paper or document requiring service may be made upon the claimant by mailing the same, prepaid and registered, enclosed in an envelope addressed to the claimant at the county-town. Afflciavittobo (4) The claimant shall file with the clerk of the County of 'county'' '"^ Court of the County, the sheriff of which has the execution, court. Qjjg ^^ |.|^g gj^jjj duplicate affidavits of claim, and a copy of the said notice, with an affidavit of due service; which affidavit may be in the Form D. (5) The copy of affidavit and the notice shall, where prac- ticable, be personally served upon the debtor; but if it be made to appear to a Judge that the claimant is unable to effect prompt personal service, the Judge may order substituted or other service, or may appoint some act to be done which shall be deemed sufficient service. R. S. O. 1887, c. 65, s. 8. Mode of Kcr- vice. certiflcnteto 0. — (1) If the claiui is not contested in manner hereinafter creSitor whore mentioned, the County Court Clerk — after ten days from the putert."°' "^'^ day of personal service, or service under subsection 2 of section 8, or within the time mentioned in the order (as the case may be), on application and the filing with him of proof of personal service upon the debtor of an affidavit and notice in accordance with this Act, or proof of compliance with a Judge's order in that behalf, or upon the determination of the dispute in favour of the claimant, either in whole or in part — shall deliver to the creditor, or any one on his behalf, a certificate to the effect of Form E, in the Schedule hereto ; and in case the claitn is only disputed as to a part, the creditor may elect, by a writing filed with the clerk, to abandon such part and obttiin a certificate as to the residue. Effect of cc; ■ tiflciitc. Certlltciite an execution for interpleader purposes. Address for service to l)e endorsed on ccrlificiile. (2) The ccrtificiite shall be delivered to the sheriff, and thereby from the time of the delivery the claimant shall be deemed to be an execution creditor within the meaning of this Act, and to be entitled to share in whatever is made under the execufions of creditors in the sherifi-s hands, as if he had delivered to the slieriff an execution against lands or goods, or both, as the case may be, and the certificate shall in like manner bind the lands and goods of the debtor ; sulyect, however, to the debt being afterwards disputed by a creditor as hereinafter provided. (3) A certificate under this Act shall in interpleader pro- ceedings be deemed to be an execution. (4) If the certificate is obtained by a solicitor, the name and place of abode of the solicitor shall be endorsed thereon ; and if the certificate is sued out by the claimant in person there shall be endorsed thereon a statement of some place in, or within three miles of, the county town of the county in which the ii CREDITORS RELIEF ACT. 19 On receipt of cortitleate slieritf tomnkc proceedings are being taken, at which service may be made upon the claimant ; and, in default thereof, service of any notice, paper or document requiring service, may be made upon the claimant by mailing the same, prepaid and registered, enclosed in an envelope addi'essed to the claimant at the county town. (5) On receiving the certificate the sheriff shall make a further seizure of the lands and tenements, or goods and chat- tels, as the case may be (if any), of the debtor to the amount f"'">er itvy. oi" the debt so claimed, and the sheriffs fees ; and so on from tirae to time, in case more certificates are received after the furl/her seizure so made. R. S. O. 1887, c. 65, s. 9. (G) A certificate issued under this Act shall remain in foi'ce Timeccrtifl- for three years from the date thereof and no longer, unless re- f,? force!''"""" newed, but such certificate may from time to time be renewed in the same manner as a writ of execution, but notwithstanding the expiry of a writ or certificate prior to the termination of the month durinj^ wnich a notice of money having been made is under this Act required to be posted, the said writ and certi- ficate shall, as to any money levied during such month, be deemed to be in full force and efiect. K 8. O. 1887, c. G5, s. 29(2); 60 v., c. 14, s. 91. 10. — (1) The claiiu may be contested by the execution debtor Disputing or by a creditor interested in contesting the same. '^''^""" (2) If the debtor contests the claim, he shall for that purpose file with the clerk an affidavit stating that he has a good defence to the claim, or to a specified part of the claim on the merits, but the Ju J • • .• county cdurl in whicri, berore granting a certificate or issuing an execution lo iinn..i' ij' ■.' pay claims in \"^ moU'V m ..u f'l". debts and '■os^ CREDITORS RELIEF ACT. S8 whose execution the seizure and levy were made. R. S. 0. 1887, c. 05, 8. 26. ST. The .sheriff, if directed by an endorsement upon the J::^Y,i;{«o"{r certificate .shall, in addition to the amounts named in the ofrenowinK certificate, levy interest thereon from the date of the certificate, '''^^ or the date named in that behalf in the certificate, and also the sum of SI. 35 for the disbursements on every renewal of the certificate ; and where such renewal is made apon the appli- cation of a solicitor, he shall levy the further sum of SI. 25 for the solicitor's costs on the renewal. R. S. 0. 1887, c. 65, s 27. 28. Where money is to be distributed by a sheriff under this pijuJirt^ge, Act, the sheriff shall not be entitled to poundage as upon separate writs or claims, but only upon the net proceeds of the estate distributable by him, and at the same rate as if the whole amount had been payable upon one writ. R. S. O. 1887, c. 65, s. 28. 29. — (1) Where money is made upon a writ, the same shall ^°"ny whuo be taken for the purposes of the sheriff's return, and otherwise be coiwidercd to be made upon all the writs or certificates entitled to the writs'enuucd benefit thereof, and the sheriff shall, upon payment being made thereof!" to the person entitled upon such writ or certificate, endoi-se thereon a memorandum of the amount so paid, but he shall not, except on the reque.st of the party issuing the writ, or by direction of the Court out of which the same issues, or of a Judge having the authority of a Judge of such Court, return *^<=tuin. the writ until the same has been fully satisfied, or unless the same has expired by eftluxion of time, in which case the sheriff shall make a formal return of the amount made thereon. R. S. 0. 1887, c. 65, s. 29 (1). (2). The like proceedings may be taken to compel payment p°'."\'ent bv by the sheriff of money payable in respect to an execution or sheiiir. other claim as can now be had to compel the return by the sheriff" of a writ of execution. R. S. O. 1887, c. 65, s. 29 (3). IJO. The sheriff shall, pending the distribution of moneys Statement to levied, keep in the said book mentioned in section 4, in his nherftf's office otfice, a statement according to Form F in the Schedule hereto, ['i°i',^,t"oif *''' shewing, in respect of any debtor of whose property money has been levied, the following particulars : (a) The amounts levied and the dates of levy ; (h) Each execution, certificate, or order in his hands at the time of entering the notice Form A required by section 4, or subsequently received during the month, the amount thereof for debt and costs, and the date of receipt, and such statement shall be amended from time to time as an additional amount is levied, or a new execution, certificate or order is received. R.S.O. 1887, c. 65, s. 30. 26 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. ShoriirtOKivo InfoniiatiDn as to CHtntc of debtor. ! J51. The .shoritr shall at all times without fee answer any reasoimblu (juestion which he may be askod orally in respect to the estate of the debtor by a creditor, or any one acting upon b(.'half of a creditor, and shall facilitate the obtaining V)y him of full information as to the value of the estate, and the probable dividend to be realized therefrom in his county, or any other information in connection with the estate which the creditor may reasonably desire to obtain. R. S. O. 1887, c. 65, s. 31. b'^'hoi"iV''" '^*^' ^^''^*^*'® ^^^^ money levied is insufficient to pay all claims wiioio amount in full, and the time has come for distributing the liloney levied, ffcient to^nioot the slieritl" may forthwith distribute the same as directed by all ciaiin-i. ^j^|j^ ^^.j. . q^, ^^^ jj^^-^y ^^.^j. pi-epa^.Q foi> examination by the debtor and his creditors a list of the creditors entitled to share in the distribution of the amount levied, with the amount due to each for principal, interest and costs ; the list to be arranged so as, among otiier things, to shew the amount going to each creditor under the pi'ovisions of this Act, and the total amount to be distriljuted ; and the sheriff •iiay deliver or send (prepaid and registered) by post to each creditor or his solicitor, a copy of the list, with the several particulars aforesaid ; and in such case the further proceedings may be as follows : Contestation. 1. If within eight days after all the said copies have been delivered or posted, or within any further time the Judge may allow, no objection is made as provided by this Act, the sheriff shall make distribution forthwith pursuant to such list ; 2. In case an objection is made as provided by this Act, the shcrift' shall forthwith distribute such an amount of the money made, and to such persons jHiri pdssii, as may not interfere with the effect of the objection in case the same should be allowed; 3. The sheriff may disregard objections which are frivolous, or manifestly insufficient to interfere with the distribution pro- posed, and distribute as if such objections had not been made ; 4. Any person prejudiced by tjie proposed scheme of distri- bution, may contest the same in manner following, namely, by giving a notice in writing to the sheriff, stating therein dis- tinctly his objection to the scheme (or any part thereof) and the grounds of objection, and by, at the same time, delivering to the sheriff an affidavit of previous service of a copy of the notice on the debtor and the creditors interested in resisting the objection, unless the Judge shall by order have dispensed with service, or on affidavit of service as the Judge shall have sanctioned ; 5. The contestant shall, within eight days thereafter, applj' upon notice to the Judge for an order adjudicating upon the matter in dispute ; and otherwise the contestation shall be CUEDITOUS' RELIEF ACT. 27 taken to be abandoned. The notice may be in the Form in the Schedule hereto ; 6. The Judge may determine any questions in di.sputt; in a summary manner, or may direct an issue or action i'or tlie trial thereof, either liy a Jury or otherwise and in any Court or county, and may make such order as to the costs of the pro- ceedings as may be just. This 8ub.section is subject to the same provisions as are set forth in subsection 2 of section 12 of this Act ; 7. In the event of a claimant under a contestation being held not entitled, or only entitled to part of his claim, the money retained pending the contestation, or the portion as to which the claimant shall have failed, shall be distributed among the execution creditors and other creditors who would have been entitled thereto, as the same would have been dis- tributed had the claim in respect thereof not been made. R. S. 0. 1887, c. Go, 8. 32. J{JJ. In case several creditors are interested in a contesta- .Vudj^t'u''ivm(i tion, either for or ajjainst the same, the Judge .shall give such iinneccsHary directions for saving the expense of an unncces.sai'y number iiiiUs. of parties anc execution creditors, or other claiiiiants under tliis Act, he sluiU deposit the money, whenever the same amounts to SlOO, in some incorporated bank desig- nated for this pui'poso from time to time by order of the Lieutenant-(j!overnor in Council, or where there is no such bank, then in some incorporated bank in which public money of the Province is then being deposited : the deposit to be made in the name of the sheriff, but to n special account in his name as " Trustee for the creditors of " (the debtor). R. S. O. 1887, c. 65, s. 36. 3T — (1) Where there are in the sheriff's hands several executions and claims, and there are not, or do not appear to be, sufficient lands or goods, as the case may bo, to pay all and his own fees, he may apply for an order attaching any debt owing to the execution debtor by any person resident in the county of such sheriff, whether the debt is owing by such pei'son alone or jointly with another peraon resident or not resident in such county, and to procure the attachment the sheriff may take the same proceedings as a creditor ; and in such case a writ of execution, or other writ in the course of the proceedings, may be directed to him in the same manner as if the attachment were by a creditor ; and the proceeds of the debts attached shall be distributed in the same manner as if he had realized the same under execution. (2) In case the sheriff does not take such proceedings, any person entitled to distribution may take the same for the benefit of himself and all other persons entitled to distribution as aforesaid, and the person owing the attached debt shall pay the same to the sheriff. (3) Any judgment creditor who attaches a debt shall be deemed to do so for the benefit of himself and all creditors entitled under this Act ; payment of such debt shall be made to the sheriff, who in making distribution shall apportion to such judgment creditor a share ^^I'o rata, accoi'ding to the amount owing upon his judgment, of the whole amount to be distributed under the provisions of this Act, but such share shall not exceed the amount recovered by the garnishee pro- ceedings unless the judgment creditor has placed a writ in the sheriff's hands. (4) l^'oney garnished and paid into the sheriff's hands shall be deemed to be money levied under execution, within the meaning of this Act, except that, unless the garnishee proceed- ings were taken by him, the sheriff shall only be entitled to charge poundage on such moneys at the rate of one and a quarter per cent. (5) The provisions of subsections 3 and 4> of this section shall also apply, as nearly as may be, to any person who attaches a debt in the Division Court before judgment, and to the money so attached. t'BEDIT()Il.S KELIEF ACT. S9 (()) In case a garnishoe, uiulor an order of the Court, pays to tliu ftttachiii<; creditor, or in case a j^arnishce, without notice that the slicriti' is entitk'd, pays the amount of liis debt into Court and the same is paid out to tlie said creditor, the sherifi' nia}' recover from him the amount so received. R. S. 0. 1887, c. 05, s. ;{7. ;W. If any party to any contestation, matter or thing upon Appiai. wiiicii a Judge has made or rendered any final order or jutlg- iiient, is dissatisfied with such order or judgment, and the same is in respect to a question involving a sum greater than SlOO, he may appeal therefrom to a Divisional Court of the High Court, subject to the like practice, as nearly as may be, as is from time to time in force in respect of appeals from a County Court or Judge, unless and until Rules establishing a different practice shall be made under the provisions of sections 122 and Ucv. sut. 125 of The Jadicnture Act, which shall apply to this Act. ''' ' U. S, 0. 1887, c. 65, 8. 38, part; 59 V., c. 18, Sched. (39). 'M. A Judge for the purpose of giving effect to this Act and y"j'i^*'r« of carrying out its provisions shall have all the powers which a County Court or a Judge thereof has by law for other pur- poses ; and any j)roceedings wrongly taken under this Act may be set aside by the Judge, with or without costs as he thinks fit. R. S. 0. 1887, c. 65, a. 40. 40. No proceeding under this Act shall be void for any pefcctH»f defect of form; and the Rules, for amending or otherwise curing irregularities or defects, which may from time to time be in force in the County Courts shall apply to this Act. R. S. 0. 1887, c. 65, s. 41. 41. Besides the fees otherwise authorized to be paid to the Scale of foes Clerk of the County Court for his own use, the following fees shall be levied on the following proceedings under this Act upon all claims filed, where the amount of the claim exceeds 8200, and the same shall be payable to the Crown in stamps, .subject to the provisions of The Act respecting Law Stamps :- Ilev. .Stat, c. 25. On an affidavit of claim, where the amount claimed ex- ceeds 8200 but does not exeed 8400 80 75 On every such affidavit where the claim exceeds §400 . . 1 50 On every certificate of clerk given under section 9, where the claim exceeds 8200, but does not exceed $400 . . 75 On every such certificate where the claim exceeds 8400 . 1 50 On every order made by the Judge allowing or disallow- ing a claim, where the claim exceeds 8200, but does not exceed 8400 50 On every such order where the claim exceeds 8400 .... 1 00 n :i||l 80 Act not to in torfcro witli IriHolvcru'y LnwH. STATUTES OF ONTAHIO AFl'ECTINa MlMU'AXTri.J: LAW. Wlicic tho claim is coutoHtcd : on the procPL'(liii<,',s HCtiT tho order, tho Hiiiau IVuh uh are now payaljlo on liko prcjct'cdin^H in tlie Hi^Ii Court. 11. S. C). 18H7, c. (i.'), ». 42. 4't. This Act iH not intundod to interfero with tht- Insolvency LawH wliich may from time to time hu in force in tiuH I'n'vinco, Vjiit this Act is intended to bo 8ni)Ject to such Laws, and subject as aforesaiil to apply to all dobtorH whether solvent or "not. It. S, (). 18H7, c. 6.-), 8, 48. SCHEDULK. FORM A. (Section 4, siib-n. 2.) Suekiff's VijtIOE. Notico Ih hereby given that I have, by virtue of ccrtnin exocutions delivered to ine agaiiiut tlio goodis and chattels and lundw and tonunients (or (IS the cuae mnij bv) of C. D., levied and made out of the i)r()[)urty of tho said C. D., the sum of ^ Anil notice is further given that this notico is first posted in my office on tho lirst day of May, 18 , and that distribution of the said money will bo made amongst tho creditors of tho said C. D. entitled to slmro therein, at tho exjjiration of one month from the said first day of May. F. G., Sheriff. R. S. 0. 1887, c. 65, Sched. Form A. Dated Ist May, 18 FORM B. {Section 7, siih-n. 1.) Affidavit of Claim. The Creditors' Relief Act. In the County Court of the County of [state county or united counties in which it is intended proceediwjs sh
hi' Ktntid »ii«iin !itoiih' Hkmk.k Act. In llio Ciimity ('ourt of tho County of A. li . Cliiiniiuit. v«. €. I) Dol)t(.r. 1, (i. It., of ill till! county of ui;iko oiilli ivnil Hiiy : — 1. Tlmt I did, on Iho divy of porsoi'ally survo ('. /)., tlio iiltovo nniiiod dol>tor, with n,\\ orif;n):iI iillidiivtt idiMiticiil witli tho luuifxi'd allidivvit, i»nd ihiit there was nt tho tinio fhu .siiid ..llilavit was HO Horvod, attacliod to {or ondorsud upon) tlio Haid alhdavit so sorved a true oopy of till! nolieo addroNsod to tho dohtor, now attached to («/• ondorHod upon) tho said annoxud athdavit. Sworn before mo at tliis df" of A.D. 18 R. S. 0. 1887, c. 65, Scho.l Form D. } FORM K, {Section !), .sii/(-,s. 1 and .scc/in/i 15.) Cbktificate of Proof of Claim. Tub Ckeoitous' Rklif.f Act. In tho County Court of the County of .1. 11 . Claimant, C. V Debtor. 1, clerk of the Coiuity Court of the County of , do hereby certify that the above- namej a claim a^^ainst tho above-named debtor, for tho sum of together with an alHdavit of personal sorvico thereof (or (IS (/if ea.sr maj/ i'(v/in')r) and of tlie n"tico roipiired by jT/k' Cirditors' lieUvj Att, upon the said debtor, ami that it thereby appears that such servico was made upon tho said debtor on tho liy Slu-iitr. igj SaO-ISTO IStli Feb. ISSC. 4()0 .SO 5 IstMarcli, ISSC) inth May, ISSO .■fwio 3(K) ;foo DiiltMif L((vy. 1st May, 1SS». :tnl Miiy, ISSt). Nothing! iiiaild ni^'uinst K, {\, lOth May, 1S80. R. S-. (). 1887, c. 05, Schcl. Form V. FORM Q. (Sertion ,}.', .iiili:i. .7.) CuNTKSTATION or S.'m'.MI-. OK DlSTHIIllTloN. TltH Ckkditouk' IIi;i,ii:k A< t. Fn tlio County (.'ourt of Hiu County of ^*- '^ CluiiiiJint, C. I). .D.iltl. To F. a. anil M. N., cliiinmntH of inoncvs li'vi.'il ],y iho Shcriif of tlu- ' ">"''y "f out of tli(! I'slato of c. n. Talic noiici" tliat I will on Uic llio County of ill till- town of rif,'lit of you the Hiiid •" f'"' day of iioxt, apply to till. .Ju(lf?f .if tlu! County (,',Miri of at Iii.s clianihois ,j tlio Court Mouse for an ordiT adjudicating upon llio to rank upon this naiil inoiioyH tor any amount whatever (nr ); and furtJH'r tak. nntu'otliat 1 will, upon the said aj.plioation, read" tin, allidavits of A' F and A. )., tiled with the olerk of tho said Court. ' ' R. S. 0. 1887, c. ()-), Sclu'd. Form G. Dated, etc. 4 I I §1 1 51. ■ 34 STATUTES OF ONTARIO AFFECTIXO MERCANTILE LAW. ABSCONDING DEBTORS. R. S. 0. 1897, Cap. 79. An Act respecting Absconding Debtors Absconding uebtok defined, .s. 1. Procedure to obtain Attach.ment, ss. 2, 3. What property may be attached, s. 4. Peri.shable Property, ss. 6, C. DivjsioN Court Att.\chment ssuper- .seded, s. 7. Sheriff's costs, ss. 8, 9. Sale of Chattels, s. 10. Attachment of debts due to the absconding debtor, .ss. 11, 12. Actions by Sheriff for outstand- ing debts, ss. 13-17. DisTRiBimoN of proceeds, ss. 18, 19. Surplus to be restored to debtor, s. 20. Who to be regiirdod as an absconding debtor. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : 1. If a person resident in Ontario indebted to any other person, departs from Ontario with intent to defraud his credi- tors, and at the time of his so departing is possessed to his own use and benefit of any real or personal property, credits or effects therein not exempt by law from seizure, he shall be deemed an absconding debtor, and his property, credits or effects aforesaid may be seized and taken for the satisfying of his debts by an order of attachment. R. S. O. 1887, c. 66, s. 1. Con. Rules 1897, No. 1,058. PROCEDURE TO OBTAIN ATTACHMENT. In the High Court. Proceedings % Upon affidavit made by a plaintiff, his servant or agent, UmtVh'J'de-^ "^ that a person so departing is indebted to the plaintiff in a sum fciidant has exceeding 8100, and stating the cause of action, and that the a scon c ,t c. ^j^p^j^^j^^ ^^^^ good reason to believe and does verily believe that the person has departed from Ontario and has gone to (stating some place to which the absconding deljtor is believed to have fled, or that the deponent is unable to obtain any infor- mation as to what place he has fled to), with intent to defraud HHI ABSCONDING DEBTORS. 86 the plaintiff of his just dues, or to avoid being arrested or served with process, and was, at the time of his so departing, possessed of real or personal property, credits or effects, not exempt by law from seizure, to his own use and benefit in Ontario, and upon the further affidavit of two other persons, that they are well acquainted with the debtor mentioned in the first-name'' affidavit, and have good reason to believe and do believe tha. the debtor has departed from Ontario with intent to defraud the plaintiff", or to avoid being arrested or served with process, the High Court, or a Judge thereof, or the Judge of a County Court, may make an order in the High Order of Court for the attachment of the property, credits and effects of ra's'ue!""*'"'' '° the debtor, and may in the order appoint the time for the defendant's putting in special bail, which time shall be regu- lated by the distance horn Ontario of the place to which the absconding debtor is supposed to have fled, have due regard to the means of and necessary time for postal or other communi- cation. R. S. O. 1887, c. 66, s. 2. />t County Courts. 3. In case the sum claimed is within the jurisdiction of the Proceedings in County Courts, any such Court or the Judge thereof may in county'co'urt like manner make an order of attachment in that Court, and Jurisdiction, the proceedings thereon shall be the same as in this Act pro- vided. R. S. 0. 1887, c. 66, s. 3. • M •ii WHAT PKOPERTY MAY BE ATTACHED. — INVENTORY, ETC. 4. — (1) All thc^ property, credits and effects of an absconding Sheriff to debtor, including all rights and shares in any association or property and corporation, may be attached in the same manner as they defendant, might be seized in execution; and the sheriff to whom an order of attachment is directed shall forthwith take into his charge all such property and effects according to the exigency of the order, and shall be allowed all neces-saiy disbursements for keeping the same, and he shall immediately call to his assist- ance two substantial freeholders of his county, and with their inventory aid he shall make a just and true inventory of all the personal property, credits and effects, evidences of title or debt, books of account, vouchers and papers that he lifts attached, and shall return such inventory signed by himself and the said free- holders, together with the order of attachment. R. S. O. 1887, c. 66, s. 13. (2) Goods exempt from seizure under execution shall not be Exemptions. liable to seizure under the order of attachment. R. S. O. 1887, c. 64, 8. 4, part. [For projyerty exemi)t from execution and attachment, see Chaps. 77 and loO.] 36 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. PERISHABLE PROPEHTV. Sale of perish- able goodn on plaintiff giving Hecurity. 5. Sheriff to hold proceeds. In case horses, cattle, sheep, pigs, or perishable goods or chattels, or such as from their nature (as timber or staves) cannot be safely kept or conveniently taken care of, are taken under an order of attachment, the sheriff who attaches the same shall have them appi'aised and valued, on oath, by two competent persons ; and in case the plaintiff desires it and deposits with the sheriff a bond to the defendant executed by two freeholders (whose sufficiency shall be approved of by the sheriff), in double the amoimt of the appraised value of the articles, conditioned for the payment of the appraised value to the defendant, his executora or administrators, together with all costs and damages incurred by the seizure and sale thereof, in case judgment is not obtained by the plaintiff against the defendant, then the sheriff shall proceed to sell all or any of such enumerated articles at auction, to the highest bidder, giving not less that six days' notice of the sale, unless any of the articles are of such a nature as not to allow of that delay, in whicli case the sheriff may sell such articles last mentioned forthwith ; and the sheriff shall hold the proceeds of the sale for the same purposes as he would hold property seized under the attachment. R. S. O. 1887, c. 66, s. 14. The goods to be restored if plaintitf fails to give sulH- cient security, 6. If the plaintiff, after notice to himself or his solicitor of the seizure of any articles enumerated in the last preceding section, neglects or refuses to deposit the bond, or only offers a bond with sureties ir fficient in the judgment of the sheriff, then, after the lapse of four days, next after the notice, the sheriff shall be relieved from all liability to the plaintiff in respect to the articles so seized, and the sheriff shall forthwith restore the same to the person from whose possession he took such articles. R. S. 0. 1887, c. 66, s. 15. WHEN DIVISION COURT ATTACHMENT SUPERSEDED. Proceeding if 1. If the sheriff to whom an order of attachment is delivered propertyTnUie for execution, finds any property or effects, or the proceeds of bai"iHror''cieri£ ^ny property or effects which have been sold as perishable, of a Division belonging to the absconding debtor named in the order of attachment, in the custody of a constable or of a bailiff or clerk of a Division Court by virtue of a warrant of attach- ment issued or money paid into Court under a garnishee sum- mons under The Division Courts Act, the sheriff shall demand and take from the constable, bailiff or clerk, the property or effects, or the proceeds of any part thereof and the constable, bailiff pr clerk, on demand by the sheriff and notice of the order of attachment, shall forthwith deliver all the property, effects and proceeds aforesaid to the sheriff, upon penalty of forfeiting double the value of the amount thereof, to be recovered by the sheriff, with costs of suit, and to be by him Court. Rev. Stat, c. 60. ABSCONDING DEBTORS. 87 accounted for after deducting his own costs, as part of the property and effects of the absconding debtor ; but the creditor creditor in who has duly sued out the warrant of attachment may proceed Jiay proceedio to judgment against the absconding debtor in the Division JudBment. Court, and on obtaining judgment, and serving a memorandum of the amount thereof, and of the costs to be certified under the hand of the clerk of the Division Court, such creditor shall be entitled to satisfaction in like manner as, and in ratable proportion with, the other creditors of the absconding debtor who obtain judgment as hereinafter mentioned. R. S. O. 1887, c. 60, s. 16. sheriff's costs. 8- The costs of the sheriff for seizing and taking charge of Sherjifacosu nriQ now daiq property, credits and effects under an order of attachment, including the sums paid to persons for assisting in taking an inventory, and for appraising (which shall be paid for at the rate of 81 for each day actually required for and occupied in making the inventory or appraisement) shall be paid in the first instance by the plaintiff, and may, after having been taxed, be recovered by the sheriff by action in any Court having jurisdiction, and such costs shall be taxed to the party who pays the same as part of the disbursements in the action against the absconding debtor and be so recovered from him. R. S. 0. 1887, c. 66, s. 17. 9- The sheriff having made an inventory and appraisement Cost of new on the first order of attachment against any absconding debtor, aiiowcd'on're- shall not be required to make, nor shall he be allowed to charge ^^'^t' "' "*^^* for, a new inventory and appraisement upon a subsequent order of attachment coming into his hands. R. S. O. 1887, c. 66, s. 18. SALE OF CHATTELS. 10. — (1) The Court or a Judge may, at any time after an Saieofgoods order of af iaclunent has been in the hands of a sheriff, or other nuachmeiit! ° officer, for one month, direct him to sell any goods or chattels, except chattels real which have been attached. (2) An order for sale may be made upon the application of a creditor having an order of attachment, or a writ of execu- tion, in the hands of the sheriff, and shall be made if the Court or Judge is satisfied that the alleged debtor has in fact absconded indebted to the applicant, and that the property attached is not sufficient to pay in full the claims of the persons who have obtained orders of attachment, or execution, but this provision shall not be construed to restrict the authority of the Court or Judge to make an order in other cases ; and in all cases terms may be imposed. (3) The cost of the first order of attachment shall have 38 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. priority over all execution debts and other costs. R. S. 0. 1887, c. 66, s. 20. [As to sales of shares, etc., in companies, see sees. JO to IG of " The Execution Act" Cap. 77.] Liability of persons pay- ing debts to absconding debtor after notice of at- tachment. ATTACHMENT OF DEBTS DUE T^:^ ABSCONDING DEBTOR. II. In case notice in writing of the order of attachment has been duly served by the sherifi", or by "^r on behalf of the plaintiff, upon a person owing a debt or demand to, or who has the custody or possession of property or effects of, an abscond- ing debtor, and in case such person after such notice pays the debt or demand or delivers the property or effects to the absconding debtor, or to any one for him, he shall be deemed to have done so fraudulently, and if the plcin^^i^ 'recovers judg- ment against the absconding debtor, and .operty and effects seized by the sheriff are insufficient cu the judg- ment, such person shall be liable for the an.^iiUL ci \,he debt or demand, and for the property and effects or the value thereof. R. S. O. 1887, c. 66, s. 21. Debtor It sued Vi. If after notice as aforesaid a person indebted to the alterserviceof absconding debtor, or having custody of his pi'operty as afore- "ochment'^raay ^^^^^' ^^ ^^^^^ ^°^' *^^^ debt, demand or property by the abscond- obtain stay of ing debtor, or by the person to whom the absconding debtor p e m s. j^^^ assigned the debt, demand or jjroperty since the date of the order of attachment, he may, on affidavit, apply to the Court or a Judge, to stay proceedings in the action against himself, until it is known whether the property and effects .so .seized by the sheriff, are sufficient to discharge the sum or sums recovered against the absconding debtor, and the Court or Judge may direct an issue to try any disputed (juestion of the fact or make such other order as is proper. R. S. O. 1887, c. 66, s. 22. Debtor of de- fendant may be sued by sheriff if de- fendant's pro- perty is not sufficient to satisfy claims. Rev. Stat. C.78. WHEN SHERIFF MAY SUE FOR OUTSTANDING DEBTS. IJJ. If the real and personal property, credits and effects of an absconding debtor prove insufficient to .satisfy the executions obtained against him and claims certified under The Creditors' Relief Act, the sheriff may, by order of the Court or a Judge, to be granted on the application of any plaintiff or claimant sue for and recover from any pex-son indebted to the absconding debtor, the debt, claim, property or right of action attachable under this Act, and owing to or recoverable by the absconding debtor, with costs of suit, in which action the defendant shall be allowed to set up any defence which would have availed him against the absconding debtor at the date of the order of attachment, and a recovery in the action by the sheriff shall operate as a discharge as against the absconding debtor ; and the sheriff shall hold and apply the moneys recovered by him '•!■(-■ i ABSCONDING DEBTORS. as part of the assets of the absconding debtor, c. 0(3, s. 23. 39 R. S. 0. 1887, 14. The .statement of claim in the action by the sheriff AYT""*i'? shall contain an introductory averment to the effect following: sheriff's state- nientotclaiin. The plaintifif is Sheriff of (etc.) and sues under the provisions of The Alt respecting Absconding Debtors, in order to recover from C. £>., debtor to E. F., an absconding debtor the debt due (or other claim, according to the facta) by the said C. D., to the said E. F., etc. R. S. 0. 1887, c. 66, s. 24. 15. The sheriff shall not be bound to sue as aforesaid until a Sheriff not bond is given by one or more of the plaintiffs or claimants with \intii cmium- two sufKcient sureties, who may be other of the plaintiffs or fildeiimTt'y."' claimants, payable to the sheriff by his name of office in double the amount or value of the debt or property sued for, con- ditioned to indemnify him from all costs, losses and expenses to be incurred in the prosecution of the action or to which he may become liable in consequence thereof. R. S. O. 1887, c. 66, s. 25. 16. If the real and personal property, credits and effects of saic of debts an absconding debtor prove insufficient to satisfy the execu- * " '^" tions obtained against him and claims certified under The hcv. .stat. Creditors Relief Act, and if there i*emain debts due to the '^•''^• absconding debtor, the attempt to collect which would be more onerous than beneficial to his creditors, the sherifi' may, by an order of the Court or a Judge, sell such debts by public auction after such advertisement thereof as the Court or Judge may order, and pending such advertisement the sheriff shall keep a list of the debts to be sold open for inspection at his office, and shall give free access to all documents and vouchers ex- planatory of such debts ; but all debts amounting to more than SI 00 shall be sold separately, unless the Court or Judge shall otherwise order. 52 V., c. 11, s. 2, part. IT. The person who purchases a debt from the sheriff may Purchaser sue for it in his own name, and without any further order of f,"'iJi''',^^v," '^"'' the Court or Judge, as effectually as the absconding debtor "a'"e. might have done, and as the sheriff is by section 13 hereof authorized to do, and a bill of sale, which may be in the form in the Schedule to this Act, or to the like effect, signed and delivex'ed to him by the sheriff, shall be prima facie evidence of such purchase and of the sheriffs authority to sell without proof of the handwriting of the sheriff, or of the writ or order or of the sale, and no warranty on the part of the sherifi' that the debt is due or otherwise shall be created by such sale and conveyance, and in any action by the purchaser of such debt the defendant shall be allowed to set up any defence which would have availed him against the absconding debtor at the date of the order of attachment. 52 V., c. 11, s. 2, part. m III 40 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Who entitled to Hharo if prO' fiorly provuH iiautncicnt to pay ull. Rev. Stat. cc. 78 and 60. DISTRIHUTION OF PROCEEDS. 18. In case tlie property and effects of the absconding debtor are insufficient to satisfy the executions and other claims certified, none shall be allowed to share, unless their proceed- ings under this Act, or The Creditors' Relief Act, or the pro- visions of The Division Courts Act respecting absconding debtors were commenced within six months from the date of the first writ of attachment. R. S. O. 1887, c. 66, a 26. Delay of diHtri- |1). The Court or a Judge may delay the distribution, in ciaimH ostab- order to give reasonable time for the obtaining of judgment or iwhed. allowance of claim by persons who have commenced proceed- ings in due time against the absconding debtor. R. S. 0. 1887, c. 60, s. 27. SURPLUS TO BE RESTORED. When all seiz- rJO. In case at any time the sheriflP has levied for distribution nroHatiHtted! Sufficient to pay all debts and claims for which proceedings perty"to'We^'^° ^"^"^ then been connnenced, including costs, and one month has delivered up. elapsed without proceedings being taken in respect of any other debt or claim, or in case after a period of one month from a distribution under the order of the Court or a Judge, whichever last happens, and after satisfying the several plain- tiffs and claimants entitled, there is no other writ of attachment or execution against the same property and effects in the hands of the sheriff", or claim certified against the debtor, then, all the property and effects of the absconding debtor, or unappropriated money the proceeds of any part of such property and effects, remaining in the hands of the sheriff together with all books of account, evidences of title or of debt, vouchers and ptxpers whatsoever belonging thereto, shall be delivered to the absconding debtor, or to the person or persons in whose custody the same w^ere found, or to the authorized agent of the absconding debtor, and thereupon the respon- sibility of the .sheriff in respect thereto shall determine. R. S. b. 1887, c. 60, s. 28. SCHEDULE. BILL OF SALE OF A DEBT. 1 ' t ■ * i i I ' f ' f S '?< M (Section 17.) , the receipt whereof I do In consideration of the sum of 8 hereby acknowledge : I, A. B., Sheriff of the County of , under and by virtue of an order of attachment dated , issued under The Act respecting Ahscunding Debtors, against the real and personal property, credits and effects of C. D. , an absconding debtor, and under and by virtue of an order in that behalf, hereby sell and assign to E. F. all claim by the said absconding debtor, against G. II. , of (describing the debtor), with evidences of debt and securities thereto appertaining ; but without any warranty of any kind or nature whatsoever. 52 v., c. 11, Sched. and Con. Rules, 1897, No. 1,058. I- ; RESTITUTION OF STOLEN GOODS. 41 RESTITUTION OF STOLEN GOODS. R. S. O. 1897, Cap. 82. An Act respecting the Restitution of Stolen Goods. WHEREAS it often happens that property supposed or Preamble, alleged to be stolen is found in the possession of a person who is afterwards convicted as a criminal for stealing, taking, obtaining, extorting, embezzling, appropriating, con- verting, disposing of, or knowingly receiving other chattels, money, valuable securities, or property, and any other charge or other charges is or are pending against such prisoner, and there is no intention of pi'oceeding upon such other charge or charges, because of the person having been convicted as afore- said, and because no additional punishment would be imposed if additional convictions were obtained ; and whereas it is expedient in such case to give to the owners or other persons entitled to the possession of the property a summary remedy for the recovery thereof ; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. If in such a case the counsel acting for the Crown inti- Order for de- mates that the Crown does not intend to proceed upon any pcrty after" charge in respect of the property so found in the prisoner's summary trial, possession as Hrst aforesaid, the Judge before whom the pri- soner was convicted may, upon the application of the prose- cutor or other person claiming the pi'operty, summarily try at the same sittings of the Court or at a subsequent time, the right of the prisoner and of the claimant to the property ; and if the Judge finds that the claimant is the owner or is entitled to the possession thereof, he may order the property to be delivered to the claimant, and the order shall be an absolute protection to the officer or other person who has the custody of the property in delivering the same as directed by the order. R. S. O. 1887. c. 69, s. 1. 3. Nothing herein contained shall be held to bar the right of Right of pcr- the person convicted to take proceedings for the recovery of the „"" barred'by property against the person receiving the same under the order ; °^^'^'^- 1 1 ■ m wm m M' 42 When order for reHtit\Uion not to be made. Application of Act. 55.06 V,, (I)om.l. c. 29 STATUTES OF ONTARIO AFFECTING MEUCANTILE LAW. and the Judge may, if he thinks fit, require the person in whose favour the order is made to give security for the return of the property to the person so convicted, in case the latter should thereafter be held to be entitled thereto. R. S. O. 1887, c. 69, s. 2. 3. If, before an order is made, it appears that a valuable security so found in a prisoner's possession has been bona fide paid or discharged by some person liable to the payment thereof, or, being a negotiable instrument, has been bona fide taken or received by transfer or delivery by some person for a just and valuable consideration, without notice, or without reasonable cause to suspect, that the same had been stolen or embezzled or criminally taken, obtained, extorted, appropriated, converted, received or disposed of, in such case the Court shall not order the restitution of the security. R. S. 0. 1887, c. 69, s. 3. 4. Nothing in this Act contained shall apply to the case of a prosecution of a trustee, banker, merchant, attorney, factor, broker, or other agent entrusted with the possession of goods or documents of title to goods, for an offence against The Criminal Code, 1892, of Canada, R S. O. 1887, c. 69, s. 4. rrown°pre- ''*• ^^othing herein contained shall affect the right of the served. Crown to claim property as forfeited. R. S. O. 1887, c. 69, s. 5. FRAUDULENT CONVEYANCES. R. S. O. 1897, Cap. 115. An Act respecting Voluntary and Fraudulent Con- veyances. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario enacts as follows : — , '■ i j- i \,- ! 1 i^ \. ;: VOLUNTARY CONVEYANCES. Xo voluntary 1. Notwithstanding the provisions of the statute passed in etc" executed the 27th year of the reign of Her late Majesty Queen Elizabeth^ and chaptered four, no conveyance, grant, charge, lease, estate^ in good faith and duly f' \ FRAUDULENT CONVEYANCES. 43 incumbrance, limitation of use or uses which is executed in {".^.^voVcTimrtiy good faith, and duly registered in the proper rejjistry office for ubNonce before the execution of the conveyance to, and before the crea- coii«i(iera!?on. tion of any binding contiuct for the conveyance to any subse- quent purchaser from the same grantor of the same lands, tenements or hereditaments, or any part or parcel thereof, or any rent, profit or commodity in or out of the same, shall be or be deemed or taken to be, merely by reason of the absence of a valuable consideration, void, frustrate, or of none ctiect as against such purchaser, or his heirs, executors, administrators or assigns, or any person claiming by, from, or under any of them. R. S. 0. 1887, c. 96, s. 1. 58. Nothing in the preceding section contained shall have the instmmentH eflfect of making valid any instrument which is for any reason not'io bcVn'iia other than or in addition to the absence of a valuable considera- llJjfgcction!"* tion void under the said statute or otherwise ; nor shall any- thing in the preceding section contained have the effect of makmg valid any instrument as against a purchaser who had, before the 28th day of February, 1868, entered into a binding contract for, or received his conveyance upon such purchase. R. S. 0. 1887, c. 96, s. 2. ill value. FRAUDULENT CONVEYANCES. 3. Whereas by the first and second clauses of the Act passed in the 13th year of the reign of Her late Majesty Queen Eliza- beth, it is enacted as follows : — " For the avoiding and abolishing of feigned, covinous and itecitni of ss. " fraudulent feoffments, gifts, grants, alienations, conveyances, kilz^cfs^'thirt " bonds, suits, judgments and executions more commonly used ^"I'^cyanceH " and practised in tl" ese days than hath been seen or heard of judgments, " heretofore, which feoffments, gifts, grants, alienations, convey- vom unitfss " ances, bonds, suits, judgments and executions have been and bonaMevnr- " are devised or contrived of malice, fraud, covin, collusion or ^.^_n;scr for " guile, to the end, purpose and intent to delay, hinder and " defraud creditors and others of their just and lawful actions, " suits, debts, accounts, damages, penalties, forfeitures, heriota, " mortuaries and reliefs, not only to the let or hindrance of the " due course and execution of law and justice, but also to the " overthrow of all true and plain dealing, bargain and chcvi- " sance between man and man, without the which no common- " wealth or civil society can be maintained or continued ; all " and every feoffment, gift, grant, alienation, bargain and con- " veyame of lands, tenements, hereditaments, goods and chat- " tels, or of any of them, or of any lease, rent, common or other " profit or charge out of the same lands, tenements, heredita- " ments, goods and chattels, or any of them, by writing or other- " w^ise, and all and every bond, writ, judgment and execution, " at any time had or made since the beginning of the Queen's 44 il STATUTES OF ONTARIO AFFECTING MEUCANTILE LAW, ' Maiesty'H x'eij^n, tliat now is or at nny time liereufter to bo ' hiul or made to or for any intent or purpose lu'fore doclarod or expressed, shall be from thenceforth deemed and taken ' only as ajjainst that person or persons, liis or tiieir heirs, suc- ' cessors, executors, auministrators and assiirns, and every of them, whoso actions, suits, debts, accounts, damages, penalties, ' forfeitures, heriots, mortuaries and reliefs, by such guileful, 'covinous and fraudulent devices and practices as is atoresaid, ' are or shall or might bo in any ways disturbed, hindered, de- ' layed or defrauded, to be clearly and utterly void, frustrate ' and of none ettect, any pretence, colour, feigned consideration ' expressing of use or any other matter or tlnng to the contrary ' notwithstanding." ! And whereas it is also by the sixth clause of the said Act provided and enacted as follows : " This Act or anything herein contained shall not extend to " any estate or interest in lands, tenements, hereditaments, " leases, rents, commons, profits, goods or chattels had, made, " conveyed or assured, or hereafter to be had, made, conveyed " or assured, which estate or interest is or shall be upon good " consideration and bona Jide lawfully conveyed or assured to " any person or persons, or bodies politic or corporate, not hav- " ing at the time of such conveyance or assurance to them made " any manner of notice or knowledge of such covin, fraud or "collusion as is afoi'esaid, anything before mentioned to the " contrary thereof notwithstanding." And whereas there are doubts as to the true consti'uction of the said Act, and it is expedient to declore the true construc- tion of the .same : Therefore it is further enacted as follows : 1. The first and second claases of the said Act apply to all instruments executed to the end, purpose and intent in the said clauses set forth, notwithstanding that the same may be ex- ecuted upon a valuable consideration, and with the intention, as between the pax'ties to the .same, of actually transferring to and for the benefit of the transferee the interest expressed to be thereby transferred, unless the same is protected under the sixth clause of the said Act by reason of uona fides and want of notice or knowledge on the part of the purchaser. Instruments 2. This scction shall not apply to any instrument executed not affected, ^^j^^.^ ^j^^ ^QQowdi day of March, 1872. R. S. O. 1887, c. 96, s. 3. When valuable consideration and Intent to pnss intcroHt not to avail. ; i, V ill : ' ■ i i i POWERS OF ATTORNEY. 45 POWERS OF ATTORNEY. :ii'|ij u. ^. O. 1897, Cap. IKl. All Act respecting Powers of Attorney. HER MAJESTY, by and with the advice and consent of the Le^Mslative Assembly of the Province of Ontario, enacts as follows : uonHtituont. 1. In case a power of attorney for the sale or management ah to a power of real or personal estate, or for any other purpose, provides 'providc!'l*ex- that the same may be exercised in the tame and on the behalf J,xerd«c(? after of the heirs or devisees, executors or administrators of the be entitled to securities, remedies, etc., of the creditor, ss. 2, 3. Rights, inter se, s. 4. Bills of ladin(; : Rights, under, transferable by eii- dor.senient, s. 5 (1, 2). Conclusive as against the signer, s. 6 (;3). Warehouse receipts, etc., as col- lateral SECURITY, SS. 6-20. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — I. This Act maybe cited as "The Mercantile Amendment Short title. Act" R. S. O. 1887, c. 122, s. 1. 'i. Eveiy person who, being surety for the debt or duty of itiKht of sure- another, or being liable with another for any debt or iluty, principal debt',' pays the debt or performs the duty, shall be entitled to have n^,",;/" ""■"**"■ assigned to him (jr a trustee for him, every judgment, specialty, or other security which is held by the creditor in respect of such debt or duty, whether such judgment, specialty or other security be or be not deemed at law to have been satisfied by the payment of the debt or the performance of the duty*. R. S. O. 1887, c. 122, s. 2. 1$. Such person .shall be entitled to .stand in the place of Ami to ronu!- the creditor, and to use all the remedies, and, if need be, and on aiS?Kn'mcnt.' proper indemnity, to use the name of the creditor in an}' action or other proceeding in order to obtain from the principal debtor, or any co-surety, co-contractor or co-debtor, as the case may be, indemnification for tlie advances made ami loss sus- tained by the person who has so paid such debt or perl'ormed such duty ; and such payment or performance so macle by such surety shall not be a defence to such action oi- other procee. Whereas by the custom of merchants a bill of lading of goods being transferable by endoi-sement, the property in the goods may thereby pass to the endorsee, but nevertheless all rights in respect of the contract contained in the bill of lading continue in the original shipper or owner, and it is expedient that such rights .should pass with the pr0|.'jrty ; and whereas it frequently happens that the goods in respect of which bills of lading purport to be signed have not been laden on board, and it is proper that such bills of lading in the hands of a bona fide holder for value should not be questioned bj' the master or other person signing the same, on the ground of the goods not having been laden as aforesaid ; Therefore it is enacted as follows : RiKhtsand 1. Every consignee of goods named in a bill of lading and cons'ignoc°and every endorsee of a bill of lading to whom the property in the wus" o'nad'ing. goods therein mentioned passes upon or by reason of such con- imp. Act, is-19 signment or endorsement, shall have transferred to, and vested in him all rights of action, and be subject to the same liabilities in respect of the goods as if the contract contained in the bill of lading had been made to himself. t'crtnin riKhtfl 2. Nothing in this section contained shall prejudice or affect not affected, any right of stoppage in trdntiUii, or any right to claim freight against the original shipper or owner, or any liability of the consignee or endorsee, by reason or in con.se(iuence of his being such consignee or endorsee, or of his receipt of the goods by reason or in consequence of such consignment or endorsement. Hills of lading 3. Every 1)111 of lading in the hamls of a consignee or en- agni'nst'^signcr. dorsee for valuable consideration representing goods to ha\'e been .shipped on board a vessel or train shall be conclusive evidence of the shipment as against the master or other person signing the same, notwithstanding that the goods or some part thereof may not have been so sliipped, unless the holder of the bill of lailing has actual notice at the time of receiving the same that the goods had not in fact been laden on board, or unless the bill of lading has a stipulation to the contrary ; but the master or other person so signing, may exonerate himself in respect to such inisrepresent stion, by showing that it was caused without any default on his part, and wholly by the fraud of the shipper, or of the holder, or of some person under whom the holder claim.s. R. S. O. 18M7, c. 122, s. 5. MERCANTILE AMENDS! tJXT ACT. 51 WAREHOUSE RECEIPTS, ETC., A3 COLLATERAL SECURITY. 6. The words " goods, wares and merchandise " when used in interprcta the following sections of this Act, shall, except where otherwise "Ooods, expressly provided in said sections, be held to comprise, in addition to the things usually understood thereby, timber, boards, deals, staves and other lumber. R. S. 0. 1887, c. 122, s. 14. warcH and moruhaiidise.' T. Any cove receipt, bill of lading, specification of timber or any receipt given by a cove-keeper, miller, or by the keeper of a warehouse, wharf, yard, harbour or other place, for cereal grains, goods, wares or merchandise laid up, stored or deposited, or to be laid up, stored or deposited in or on the cove, mill, warehouse, wharf, yard, harbour or other place in this Province, of which he is keeper, or any bill of lading or receipt given by a master of a vessel, or by a carrier for carrying cereal grains, goods, wares or merchandise shipped in such vessel or delivered to such carrier for carriage from any place whatever, to any part of this Province or through the same, or on the waters bordering thereon, or from the same to any other place what- ever, and whether such cei'eal grains are to be delivered upon such receipt in specie or converted into flour, may, by endorse- ment thereon by the owner of, or person entitled to receive such cereal grains, goods, wares or merchandise, or his attorney or agent, be transferred to any private person as collateral security for any debt due to such private person, and being so endorsed shall vest in such private per^'on from the date of tlie endorsement, all the right and title of tiie emlorser to or in such cereal grains, goods, wares or merchandise, subject to the right of the endorser to have the same retransferred to him, if the debt is paid when due; and in the event of tlie non-pay- ment of the debt when due, such private person may sell the said cereal grains, goods, wares or merchandise and retain the proceeds or so much thereof as will be etjual to the amount due to the private person upon the debt, with any interest or costs, returning the overplus, if any, to the endoi'ser. R. S. O. 18(S7, c. 122, s. 15. Cove receipts, etc., may be transferred by endorsement an collateral security. And may sell the goods if Kucli bills are not duly jiaid, returning sur- plus, etc. 8. Where a person engaged in the calling of cove-keeper, rovc-keepir, miller, or of keeper of any warehouse, wharf, yard, harbour or Irht'iui^'lnfi- other place, master of a vessel or carrier, by whom a receipt or [f','',',',is" ,\'',iy, bill of ladinef maybe ffiven in such his capacity, as hereinbefore notwitiistiind- menti ned, tor cereal grams, goods, wares or merchandise, is at nccipt, etc the same time the owner of or entitled himself (otherwise than "'"' '^'"'"'■^" ''^ in his capacity of cove-keeper, miller, or of keeper of a ware- house, wharf, yard, harbour or other place, or of master of a vessel or carrier) to receive such cereal grains, goods, wares or merchandise, any such receipt or bill of lading, or any acknow- ledgment or certiticate intended to answer the purpose of such receipt or bill of lading, given and endorsed by such person, STATUTES OF OXTAHIO AFFECTIXG MERCANTIF.E LAW. sliall be us valid and effectual for tlio purposes of this Act, as if the person giving such receipt or bill of lading acknowledg- .neiit or certificate, and endorsing the same, were not one and the same person. R. !t^. 0. 1887, c. 122, s. IG. (ioods, except limber, etc., not to be held beyond six IIIDIlths. Debt to be conti'acled at time of trans- fer of bill. Goods not 10 l>e sold with- out notice to t ho owner. a. No such cei'eal grains, and no such goods, wares or mer- chandise (other than timlier, boards, deals, staves or other lum- ber), shall be held in pledge by such private pei-son for any period exceeding six months; and no transfer of such bill of lad- ing, specification of timber or i-eceipt, shall be made under this Act to secure the payment of any debt, unless the debt is con- tracted at the same time with the endorsement of the bill of lading, specification of timber or receipt ; and further, no sale ot any cereal gi'ains or of goods, wares or merchandise (other than timber, boards, deals, staves or other lumber), shall take place under this Act until and unless ten days' notice of the time and place of the sale has been given by registered letter transmitted through the post ofKce, to the owner of such cereal grains or such goods, wares or merchandise other than as aforesaid prior to the sale thereof. R. S. O. 1887, c. 122, s. 17. Timber, etc., not to be held be.vond twelve months, etc. Sale to be by auction after notice. In places where no daily newspaper is published. 10. — (1) Xo timber, boards, deals, staves or other lumber, shall be held in pledge by such private person, for any period exceeding twelve months ; and no transfer of any such receipt or bill of lading shall be made under this Act to secure the payment of any debt, unless the debt is contracted at the same time with the endorsement of the receipt or bill of lading ; aiid further, no sale of any timber, boards, deals, staves or other lumber, shall be made under this Act, until and unless thirty days' notice of the time and place of such sale has been given, by registered letter transmitted through the post office, to the owner of the timber, boards, deals, staves, or other lumber prior to the sale thereof. (2) Every such sale shall be made by public auction, after notice thereof by advertisement, stating the time and place thereof, for at least eight days consecutively, in at least two daily newspapers published in or nearest to the place where such sale is to be made. (3) A daily newspaper shall be deemed to be published uoarest to a place if no two other daily newspapers are pub- lished in or nearer to such place. (4) If in any place whore any such sale by auction is to be made, there is not a newspaper published daily, but some news- paper or newspapers is or are published there less often than daily, then the advertisement shall also be published in every issue of such local new.sjmper, or of at least one of such local newspapers, during the time of its being published in daily newspapers. R. S. O. 1887, c. 122, .s. 18. MERCANTILE AMENDMENT ACT. .■>;} II. All advances made on the security of any such cove A.iviince on receipt, bill of ladint^, specification, receipt, acknowledgment or etc.^toKy\x'u certilicate as aforesaid, shall give and be held to give to the }.";" p'ri'I" 'to^'*^' pel-son making the advances, a claim for the repayment of such ^.';,',;;{;,7^'',„. advances on the cereal grains, goods, wares or merchandise oi-cditois. therein mentioned, prior to and by preference over the claim of any unpaid vendor, or other creditor, save and except claims for wages of labour performed in making and transporting such timber, boards, deals, staves or other lumber. II. S. O. 1««7, c. 1-22, s. 19. I 1 Vi. All transportation and warehouse receipts, accc[)ted ^^'.'■(J.'^IJi'j^'^'jj'* orders and certiticates for crude petroleum, issued by any com- ruccipts tor pany heretofore or which may, at any time hereafter, be incor- potroiLuni porated under competent authority, and authorized to carry i^fc'rpilj^iu,,! on the business of warehousing, shall be transferable by loiniJiinics. endorsement, cither special or in blank, and upon being endorsed in blank shall become transferable by delivery, and every such endorsement or transfer by delivery shall transfer all right of property and possession of the petroleum mentioned in any such ti-ansportation or warehouse receipt, accepted order or cer- tificate, to the endorsee or transferee thereof, subject to the terms and conditions of such transportation or warehouse receipt, accepted order or certificate, as fully and completely as if a sale of the petroleum mentioned therein had been made in the ordinary way ; and on the delivery of any petroleum men- tioned in such document, by such company, in good faith, to a person in possession of such transportation or warehouse receijit, accepted order or certificate, endorsed or transferred as afore- said, the company shall be freed from all further liability in respect thereof, and the endorsee, or transferee or holder of every such transportation or warehouse receipt, accepted order or certificate, to whom the property in the petroleum mentioned therein passes by reason of such endorsement or delivery, shall have transferred to and vested in him all rights of action and be subject to the same liabilities in respect of such petroleum as if the contract contained in the transportation or warehouse receipt, accepted order or certificate had been made by the company with himself. R. S. O. 1SS7, c. 122, s. 20. i fl ! •J 54 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. yif! I WRITTEN PROMISES AND ACKNOW- LEDGMENTS. R. S. O. 1897, Cap. 146. An Act respecting Written Promises and Acknow- ledgments of Licability. Written acknowledgment, etc. , required to take case out of Statute of Limitations in CERTAIN cases, S. 1. Acknowleuoment, etc., by one of several joint contractors, s. 2. Recovery against .ioint contract- oils, s. 3. Endor.sements by payee on a bill OR note, 8. 4. Set off within Statutes of Limi- tations, 8. 5. Ratification of promise made dur- ing infancy, to be in writing, s. 6. Representation as to credit or character, 8. 7. Consideration for a guaranty NEED NOT appear IN WRITING, s. 8. Section 17 of The Statute of Frauds, extended to goods to be delivered at a future TIME, 8. 9. take the case out of the Statute of Limitations, 21 Jac. i, c. 16. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : Frouiiseby 1. No acknowledgment or promise by words only shall be siifflcien't'to"°' deemed sufficient evidence of a new or continuing contract whereby to take out of the operation of the Act, passed in England in the twenty-first year of the Reign of King James the First, any case falling within the provisions of the said Act respecting actions. (a) Of account and upon the case other than such ac- counts as concern the trade of merchandise between merchant and merchant, their factors or servants ; (b) On simple contract or of debt grounded upon any lending or contract without specialty and (c) Of debt for arrears of rent ; or to deprive any party of the benefit thereof, unless such acknowledgment or promise is made or contained by or in some writing signed by the party chargeable thereby, or by WHITTEN PUOMISEH AND ACKNOWLEDGMENTS. 65 his a.-jent duly authorized to make such acknowledgment or promise. R. S. O. 1887, c. 123, s. 1. ?{. Where there are two or more Joint contractors, or execu- cmc of two or tors or administrators of any contractor, no such joint con- I'l'aeumor"''" tractor, executor or administrator shall lose the benefit of the t'xoLutorH. said Act so as to be chargeable in respect or by reason only of any written acknowledgment or promise made and signed by any other or others of them, or by reason of any payment of any principal or interest made by any other or others of the in R. S. O. 1887, c. 123,8. 2. !{. In actions commenced against two or more such joint con- JiKitfincnt tractors, executors or administrators, if it appears at the trial " ba"ru(i"ii"'^t'(> or otherwise that the plaintiff, though barred by the said Act Jii!fi.',',^i,v,',"™j„t of King James the First or by this Act, as to one or more of not as to all. such joint contractors, or executors or administrators, is never- theless entitled to recover against any other or others of the defendants by virtue of a new acknowledgment, promise or payment as aforesaid, judgment shall be given for the plaintiff as to the defendant or defendants against whom he recovers, and for the other defendant or defendants against the plaintiff". R. S. O. 1887, c. 123, s. 3. 4. No endorsement or memorandum of any payment, writ- EndoiMoiiieMt, ten or made upon any promissory note, bill of exchange, or the payeu'iitJt other writing, by or on behalf of the party to whom the pay- ctc'''out'of"tiio ment has been made, shall be deemed sufficient proof of the statute. payment, so as to take the case out of the operation of the said Act of King James. R. S. O. 1887, c. 123, s. 4. 1 M •>■ The said Act of King James and this Act, shall apply to sututcto an- p , . p °, , , .If. S- 1 ply to set-off. the case of any claim of the nature hereinbefore mentioned, '' * alleged by way of set-off" R. S. O. 1887, c. 123, s. 5. on the part of any defendant. 0. No action shall be maintained whereby to charge any a^ to ratifica person upon any promise made after full age to paj' any debt umdo (luring contracted during infancy, or upon any ratification after full """''"•''• age of any promise or simple contract made during infancy, unless the promise or ratification is made by some writing signed by the partj?^ to be charged therewith, or by his agent duly authorized to make the promise or ratification. R. S. O. 1887, c. 123, 8. 6. 7- No action shall be brought whereby to charge any person Astoreprcscn- upon or by reason of any representation or assurance made or i"g thucim'rac- given concerning or relating to the character, conduct, credit, o7a'th*in/'^''^"' ability, trade or dealings of any other person, to the intent or i«iity. purpose that such other person may obtain money, goods or credit thereupon unless the representation or assurance is 50 STATUTES OF ONTAUIO AFFECTIXQ MERCANTILE LAW. maile in vvritinj,' signed by the party to be charL'ed therewith. K. S. O. 1«87, c. 123, a 7. fi^rpronirso't" ^" ■^^ «PL'cinl prouiise nmdo by any pei-son to an.swcr for ariHwor for nil- the debt, default or nuscarriajLje (if another person, beiui' in hl'in'writinK!'' writin-,' and si<,nied by the party to be char^rod therewith, or by .some otlier pei'son by him thereunto lawfully authorized, shall be deemed invalid to support an action, or other pro- ceediiijr to charjje the person by whom the promise has been made, by reason only that the consideration for the promise does not ap])ear in writing, or by necessary inference from a written document. R. 8. U. 18H7, c. 123, s. 8. Kmmisllli'car. *^ Section 17 of the Act passed in England in the 29th iVtVA-inmrN y*^'"^'' .0^ *^'"^ Reign of' King Charles the Second, entitled, "An k')r Rood" to'ijc Ad fur the Prcvt ntion of Fraadu OF CIIEIHT- ORS TO IIK VOID, S. 1. Assignments, kti;., in I'UE.mniCE of CKKDITOUS TO liE VOID, S. 2. Recovery of troceeds wiieue fro- I'EKTV sold, s. 10. ASSIONMENTS FOR liENEFlT OF CREDI- TORS, SS. 3-(). How claims !iro to riuik, s. 7. Appointinont ami rights of as- signee, SH. 8-10. Assignnionta to taku precedence of executions, s. 11. Amendment l)y Court, s. 12. Assignuiont to be registered and notice thereof pul)lished, ss. 13-16. MeETINO OF CREDITORS, SS. 17, 18. Voting, ss. 1!), 20. Proof of claim, s. 21. Contestation, ss. 22, 2.'i. Assets to be retained in Pko- VINCK, s. 24. Accounts and statement, s, 25. Set off, s. 2*1. Affidavits, s. 27. Dividends and dividi:nd sheet, ss. 28-30. AsSIONEE's REMl'NER.\TION, SS. 31, 32. Inspector's remuneration, s. 33. Examination of Asskinok, etc., ss. 34-39. HER MAJESTY, \^y and with the advico and consent of tlie Lejfislativo Assembly of the Province of Ontario, enacts as follows : — 1. In case any person, beinjj at the time in insolvent circum- I'oiifessUin;- or stances, or unable to pay his debts in full, or knowin^WM.^^Ai,hx^^ actiovem or warrant of attorney to confess judgment with tjivc cme pro- intent, in giving such confession, cognovit actionem or warrant {u'lMUhmVoho of attorney to confess judgment, to defeat or delay his credit- void, ors wholly or in part"^or with intent thereby to give one or more of the creditors of any such person a preference over his other creditors, or over any one or more of such creditors, every such confession, cognovit actionem or warrant of attor- ney to confess judgment, shall be deemed and taken to be null and void as against the creditors of the party giving the same, and shall be invalid and inettectual to support any judgment or writ of execution. R. S. 0. 1887, c. 124, s. 1. I 58 HTAir TES OF ONTAUIO AKFECTINO MEUCANTILE i-AW. (lifts, imiH- '4.—(\) Sul)ject to the provisioiiH of soction .'} of tlii.s Act, bVnHnV\\"'iN' *JVt'iy f^'i't. coiiv»'3'nnce, aHsijjmiicnt, or tmiisf(>r, deli very ovor nVprlVilauv' "'' P'lynifut of {,'ootl8, chattc'ls or etttots, or of liills, IjoihIm, notus (■mjiiiiifio bo or Ht'curitii'H. or of Hhares, dividoiuls, j)rt;iiiiiiiiiH or lioiuis in any bank, cMtnipaiiy or corporation, or of any other projjurty, real or personal, made by a person at a time when he is in insolvent circnmstanccs, or is unable to pay his debts in full, or knows that he is on the eve of insolvency with intent to defeat, hinder, delay or prejudice his creditors, or any one or more of them, shall as aj^ainst the creditor or creditors injured, delayed or prejudiced be utterly void. » (2) Subject to the provisions of section 3 aforesaitl, every gift conveyanc(!, assi^jnnient or transfer, delivery ovi'r or pay- ment of goods, chattels or etTects, or of bills, bonds, n(jtes, or securities, or of shares, dividends, premiums, or bonus in any bank, company or corporation, or of any other property, real or personal, made by a person at a time when he is in insolvent circumstances, or is unable to pay his debts in full, or knows that he is on the eve of insolvency, to or for a creditor with intent to give such creditor an unjust preference over his other creditors or over any one or more of them, shall, as against the creditor or creditors injureil, delayed, prejudiced or postponed, be utterly void. (3) Subject to the provisions of soction 3 aforesaid, if such tran.saction with or for a creditor has the cfVect of giving that creditor a preference over the other creditors of the debtor or over any one or more of them, it shall in and with respect to any action or proceeding which, within sixty days thereafter, is brought, had or taken to impeach or sot aside such trans- action, be presumed prima /(/c/e to have been made with the intent aforesaid, and to be an unjust preference within the meaning hereof, whether the same be made voluntarily or under ])ressure. (4) Subject to the provisions of section 3 aforesaid, if such transaction with or for a creditor has the etiect of giving that creditor a preference over the other creditors of the debtor or over any one or more of them, it shall, if the debtor within sixty days after the transaction makes an assignment for the benefit of his creditors, be presumed privvi facie to have been made with the intent aforesaid, and to be an unjust preference within the meaning hereof, whether the same be made volun- tarily or under pressure. 54 V., c. 20, s. 1. "Creditor" for curtiviTi urposes to r, ('•)) Where the word "creditor" occurs in the eighth and ninth lines of subsection 2 of this section, and in the second ami "endorser.^ and third liiios of subsoction 3, and in the second and third cocdinBs not li»cs of subscctiou 4, sucli word shall be deemed to include any affected. surety and the indorser of any promissory note or bill of exchange, who would upon payment by him of the debt, pro- missory note or bill of exchange, in respect of which such AStiIGN MINI'S ANU PUEFKUKNCES. RurotyHhip wan eiitorod into or Huch eiiilorseinent was f;iv»'i» hecomo a croilitor of the person f^iviiij; tlio pivfi-reiicc within the nieaniii"^ of said HiibsectioiiH. This snlwection .sluill not afreet any action, Huit or proci't'tlinfj pendiiifj on tiie 14tli day of April, 18!)2, hut the sanio shall he adjudicatt'(l upon and dt'tenninofl as if this subsection had not been passed. ."i5 Vic, c. 25, s. 1, 2. 59 3 — (1) Nothing in the precediuf^ section shall a])ply to any AHHimmiintH assignment made to the sheriff of the county in whieh the f.'n.,i'i'|IIl.'H','i,',a debtor resides or carries on business, or with the consent of a ''"nrj.rt'« with Act. consent '' • litoi's, shall be void as against a subsequent able. assig vvhich is in conformity with this Act, and shall be subje other respect > the provisions of this Act until and unless subsecjiii'iifc assigiunent is executed in accordance with this Act. (4) In case a payment has been made which is void under security given this Act, and any valuable security • is given up in considera- piVment^obo tion of the payment, the creditor siiail be entitled to have the returned, security restored, or its value made good to him before, or as a GO STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Rev. Stat., V. lo6. I'uymeiit of wagos pi'o- tectcil. condition of, the return of the payment. R. S. 0. 1887, e. 124, s. 3 (2, :]). (5) Nothing herein contained shall atl'ect The Act rcspccling Wtiges, or shall prevent a debtor providing for payment of wages due by him in accordarce with the provisions of the said Act. Nor shall anything herein contained affect any payment of money to a creditor, where such creditor by reas m or on account of such payment, has lost or been deprived of, or has in good faith given up, any valid security which he held for the payment of the debt so paid, unless the value of the security is restored to the creditor. Nor to the substitution in good faith of one security for another security for the same debt so fill" as the debtor's estate is not thereby lessened in value to the other creditoi's. Nor shall anj'thing hei'ein contained Invalidate a security given to a creditor for a pre- existing debi where by reason or on account of the giving of cirtaiii assign- the Security, an advance in money is made to the debtor by \i\V\a. the creditor, in the bona fide belief that the advance will enable the debtor to continue his trade or business, and to pay his debts in full. R. S. 0. 1887, c. 124, s. 3 (4) ; 54 V., e. 20, s. 2. KxchaiiKO of si^miril ifs pro- tooted. !.ir Assignee must reside in tlio Province. 4. No person other than a permanent and bona, fide resident of this Province shall have power to act as assignee under an assignment within the provisions of this Act made after the 23rd day of Mai'ch, 1889, nor shall any such assignee have power to appoint a deputy or to delegate his duties as assignee to any person who is not a permanent and bona fide resident of this Provmce; and no charge shall be made or recoverable against the assignor or his estate for any services or other expenses of any such assignee, deputy or delegate of any assignee who is not a permanent and bona fide resident of this Province as aforesaid. 52 V., c. 21, s. 1. Form of 5. Every assignment made under this Act, for the general general bcncHt beuetit of Creditors shall be valid and sufficient if it is in the of creditors, words following, that is to say — all my personal property which may be seized anil sold under execution, and all my real estate, credits and ett'ects— or if it is in words to the like ert'ect : and an assignment so expressed shall vest in the assignee all the real and personal estate, rights, property, credits and ert'ects, wliether vested or contingent belonging at the time of the assignment to the assignor, except such as are V)y law exempt from seizure, or sale under execution, subject, however, as regards lands, to the j^rovisions of the registiy law as to the R. S. O. 1887, c. 124, s. 4, registration of the assignment. [As to the preferential lien of a landlord, see Cap. 170, sec. All assign- 6. Every assignment hereafter executed for the general geiierai'beneflt benefit of Creditors, whether the assignment is or is not ASSIGXMEXT.S AND I'KEFEHENCES. 01 oxpi'essoil to be made under or in pursuance of this Act, and <>f iiwiitoi-i to 11 - 1 1 ■ 1 1 1 !• • 11 I't" «ill)jocl to whetlier tne debtor has or lias not included an his real and ti'.UAit, personal estate, shall vest the estate, whether rt;d nv |)orsonal, or partly real and partly personal, thereby assigned in the assignee therein named for the general benefit of creditors, and such assignment and the property thereby assigned shall l)e suljject to all the provisions of this Act, and the provisions of this Act shall apply to the assignee named in such assignment. oS v., c. 23, s. 5. r I'llt I'SliltLS. 1. If any assignor or assifmors executinir an assiirnment Howdiir.;:- under this Act for the general benefit of his or their creditors, wiioi-c (iii!i.T- owes or owe, debts both individually and as a member of a co- partnership, or as a member of ditt'erent co-partnerships, the claims shall rank first upon the estate by which the debts tliey represent were contracted, and shall only rank upon the other or others after all the creditors of such other estate or estates liave been paid in full 11. 8. 0. 1887, c. 124, s. 5. 8. — (1) A majorit}' in number and value of the creditors who Appdintiiieiit have proved claims to the amount of 8100 or upwards, may at asst^'iue.""'^^' their discretion substitut(! for the sheriff, or for an assignee under an assignment to wliicli subsection -i of .section 3 of this Act applies, a person residing in the county in which the irtt<> to vest . 1 11 c ii Ml i -ii . ^' 1. Ill siiti-iitt:tt'(l estate sliall rorthwith vest without a conveyancii or transfer, (wsignto. and he shall register an af!itlavit of his ap])oiiitment in the office in which the original assignment was filed, such an atfi- avit mtiy also be registered under Tin', licjistrij Act. 'J'he regi.sti'ation of the affi(hivit und»>r The Ri'i/inlry Act shall have licv. stut. the same effect as tlie registration of a conve^'ance. K. S. O. '^' '"''' 1887, c. 12-1,8. 6(2). ii. — (1) Except as in this .section is hereinafter provided. HighiMof the assignee .shall have the exclusive right ol suing for the "■""*^"'-'^'- rescission of agreements, deeds and instnnnents or other trans- actions made or entered into in fraud of creditors, or made or entered into in violation of this Act. (2) If at any time a creditor desires to cause any proceeding crudiiornmy to be taken which, in Ids opinion, wouM be for th(! benefit of IS"»rM.!i"eH the estate, and the assignei' undi'r the- authority of the creditors '.','/ ''iil'i'"''' or inspectors, refuses or neglects to take such pi'oceeding, after being dul}^ required so to do, the creditor sl).;ll have the right to o))taiii an order of the Judge authorizing him to lake the proceedings in the name of the assignee, but at his own expense 62 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. '^J:i~ Following proceeds of property fraudulently transferred. anl isk, upon such terms and conditions as to indemnity to the assignee, as the Judge may prescribe, and thereupon any benefit derived from the proceedings shall, to the extent of his claim and full costs, belong exclusively to the creditor institut- ing the same for his benefit, but if, before such order is granted, the assignee shall signify to the Judge his readiness to institute the proceedings for the benefit of the creditors, the order shall prescribe the time within which he shall do so, and in that case the advantage derived from the proceeding, if instituted within such time, shall belong to the estate. R. S. 0, 1«87, c. 124,8. 7. 10. — (1) In the case of a gift, conveyance, assignment or transfer of any property, real or personal, which in law is invalid against creditors, if the person to whom the gift, con- vej'ance, assignment or transfer was made shall have sold or disposed of, realized or collected the jjroperty or any part thereof, the money or other proceeds may be seized or recov- ered in any action by a person who would be entitled to seize and recover the property if it had remained in the possession or control of the debtor or of the person to whom the gift, con- veyance, transfer, delivery or payment was made, and such right to seize and recover shall belong, not only to an assignee for tlie general benefit of the creditors of the said debtor, but in case there is no such assignment, shall exist in favour of all creditors of such debtor. 58 V., c. 23, s. 1. (2) Where there has been no assignment for the benefit of creditors, and the proceeds are of a chai'acter to be seizable under execution, they may be seized under the execution of any creditor, and shall be distributable amongst the creditors under The Creiliton' Relief Act or otherwise. 58 V., c. 23, s. 2. (3) Where there has been no assignment for the benefit of creditor.s, and whether the proceeds realized aforesaid are or are not of a character to be seized under execution, an action may lie brought therefor by a ci'editor (whether an execution creditor or not), on behalf of himself and all other creditors, or such oth(?r proceedings may be taken as may be necessary to render the said proceeds availabli? for the general benefit of the creditors. 58 V., c. 23, s. 3. Protection of ('.J.) -^pjjjj^ scctiou sluill not apply as against innocent purchas- chasers. ers ot the property. 58 v., c. 23, s. 4. f\'^!'li'!.'V>?.I!*'' 11. An assignment for the general benefit of creditors under lO lilKC piC- O -inn i nii»-i cedcni'oof tlijs Act shall take precedence of all attachments, of all judg- exocuUons.' ' meuts and of all executions not completely executed by pay- ment, subject to tlie lien, if any, of an execution creditor for his costs where there is but one execution in the shcritt's hands, or to the lien, if any, of the creditor for his costs who has the first execution in the sherifTs hands. R. S. O. 1887, c. 1 24, s. 9 ; 59 v., c. 31, s. 2. Taking i I'o- ceeis un ter oxeoutir i. Rev. Stf -. 0.78. Creditor su.: on l)elialf of himself and otlier ei'edit- ors. ASSIGNMENTS AND PREFERENCES. 63 Vi. No advantage shall be taken or gained by any creditor Amendment, of any mistake, delect or imperfection in any assignment under by judg""""* this Act for the general benefit of creditors if the same can be amended or corrected, and any such mistakt , defect or imper- fection shall be amended by any Judge of the High Court, or of the County Court aforesaid, on api^lication of the assignee or of any creditor of the assignor, on such notice being given to other parties concerned as the Judge shall think reasonable, and the amendment, when made, shall have relation back to the date of the assignment, but so as not to prejudice the rights of innocent purchasers. R. S. O. 1887, c. 124, s. 10; 60 v., c. 8, s. ;i 13. — (1) Xo assignment made for the general benefit of \oticoof ci'editors under this Act shall be within the operation of llic hV^^uhmw^? Act re»j'€ctiii(f Mnrlfjoi/es (did Sales of Per.ion'(l Property ; but jj^,^ g^^^, a notice of the assignment shall, as soon as conveniently may c. ui. be, be published at least on'^c in the Ontario Gazette and not less than twice in one newspaper at the least, having a general circulation in the county in which the property assigned is situate. (2) A counterpart or copy of every such assignment shall AB-ignment to also within five days from the execution thereof be registered, "^ ^^'^'^ (together with an affidavit of a witness thereto of the due execution of the assignment or of the due execution of the assignment of which the copy filed purports to be a copy), in the office of the clerk of the County Court of the county ov union of counties where the assignor, if a resident in (Jntano, resides at the time of the exi'cution thereof, or if he is not a resident, then in the office of the clerk of the County Court of the county or union of counties where the personal property so assigned is or where the principal part thereof (in ease the assignment ineludes property in more counties than one) is at the time of the execution of such assignment ; and such clerks shall file all such instruments presented to them respectively for that purpose, and shall endorse thereon the titne (jf receiv- ing the same in their respective offices, and the same shall be kept there for the inspection of all persons interested therein. The said clerks respt'ctively shall number and enter such assi. At any meeting of creditors the creditors may vote in voting at person, or by proxy authorized in writing, but no creditor whose vote is disputed shall be entitled to vote until he has filed with the assignee an affidavit in proof of his claim stating the amount and nature thereof. R. S. O. 1887, c. 124, s. 18. ?J0. — (1) SuViject to the provisions of section 8, all questions ^caieof votes. di.scusGcd at meetings of creditors shall be decided l)y the majority of votes, and for such purpose the votes of creditors shall be calculated as follows : For every claim of or over SI 00, and not exceeding !?200 . . 1 vote. 200 H „ 500.. 2 votes. .500 ., ,1 1,000. .3 votes. It additional 1,000, or fraction thereof ... .1 vote. (2) No person .shall be entitled to vote on a claim ac<]uired Upon claims after the assignment unless the entire claim is accjuired, but assigniifent!''"'^ this shall not apply to persons actjuiring notes, bills or other securities upon which they are liable. (3) In case of a tie the assignee, or if there are two a.ssignee8. Casting vote, then the assignee nominated for that purpose by creditors, or 6 I I If Creditors to value securi- tiCH. Right to ro- ralue in cer- tain caaes. !: 6G STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. by the Judge, if none has been nominated by the creditors, shall have a casting vote. (4) Every creditor in his proof of claim shall state whether he holds any security for his claim or any part thereof ; and if such security is on the estate of the debtor, or on the estate of a third party for whom such debtor is only secondarily liable, he shall put a specified \ alue thereon and the assignee under the authority of the creditors may either consent to the right of the creditor to rank for the claim after deducting such valu- ation, or he may require from the creditor an assignment of the security at an advance of ten per cent, upon the specified value to be paid out of the estate as soon as the assignee has realized such security ; and in such case the diti'erence between the value at which the security is retained and the amount of the gross claim of the creditor shall be the amount for which he shall rank and vote in respect of the estate. (5) If a creditor holds a claim based upon negotiable instru- ments upon which the debtor is only indirectly or secondarily liable, and which is not mature or exigible, such creditor shall be considered to hold security within the meaning of this section, and shall put a value on the liability of the party primarily liable thereon as being his security for the payment thereof; but after th 3 maturity of such liability and its non- payment, he shall be entitled to amend and revalue his claim. R. S. 0. 1887, c. 124, s. 19. When creditor (6) 111 case a persoii claiming to be entitled to rank on the security fails estate assigned holds security for his claim or any part thereof, to value same, of such a nature that he is required by this Act to value the same, and he fails to value such security, the Judge of the County Court of the county wherein the delitor at the time of niakiiig the assignment resided or carried on business, may, upon summary application by the assignee or by any other person interested in the debtor's estate, of which application three days' notice shall be given to such claimant, order that unless a specified value shall be placed on such security and notified in writing to the assignee within a time to be limited by the order, such claimant shall, in respect of the claim, or the part thereof for which the security is held, in case the security is held for part only of the claim, be wholly barred of any rijht to share in the proceeds of such estate ; and if a specified value is not placed on such security and notified in writing to the assignee according to the exigency of the said order, or within such further time as the said Judge may by subsequent order allow, the said claim, or the said part, as the case may be, shall be wholly barred as against such estate but without prejudice to the liability of the debtor therefor. 59 V., c. 31, s. 3. Proof of claim. 21. — (1) Every person claiming to be entitled to rank on the estate assigned shall furnish to the assignee particulars of his ,' ASSIGNMENTS AND PREFEUENCES. claim proved by affidavit and such vouchers as the nature of the case admits of. 67 on the Limitiiis; time »r of for proof claim. (2) In case a person claiming to be entitled to rank estate assigned, does not within a reasonable time after receiv- ing notice of tbp assignment and of the name and address of the assignee, furnish to the assignee satisfactory proofs of his claim as provided by this and the preceding sections of this Act, the Judge of the County Court of the county wherein the debtor at the time of making the assignment resided or carried on business, may upon a summary application by the assignee or by any other person interested in the debtor's estate (of which application at least three days' notice shall be given to the person alleged to have made default in proving a claim as aforesaid), order that unless the claim be proved to the satis- faction of the Judge within a time to be limited by the order, the person so making default shall no longer be deemed a creditor of the estate assigned, and shall be wholly barred of any right to share in the proceeds thereof ; and if the claim is not so proved within the time so limited, or within such further time as the said Judge may by subsequent order allow, the same shall be wholly barred, and the assignee shall be at liberty to distribute the proceeds of the estate as if no such claim existed, but without prejudice to the liability of the debtor therefor. (3) The preceding subsection is not intended to interfere f\°' '°.'?'5[; with the protection atibrded to assignees, by section 38 of The stat. c. 129. "^^ Trustee Act. (4) A person whose claim has not accrued due shall never- creditor may thc'less be entitled to prove under the assignment and vote at no" d^ue.'^"" meetings of creditors, but in ascertaining the amount of any such claim a deduction for interest shall be made for the time which has to run until the claim becomes due. R. S. O. 1887, c. 124, s. 20 (1-4). 23. — (1) At any time after the assignee receives from any Contestati person claiming to be entitled to rank on the estate, proof of his claim, notice of contestation of the claim may be served by the assignee upon the claimant. Within thirty days after the receipt of the notice, or such further time as a Judge of the County Court of the county in which the assignment is regis- tered may on application allow, an action shall be brought by the claimant against the assignee to establish the claim, and a copy of the writ in the action or summons, in case the action is brought in a Division Court, shall be served on the assignee ; and in default of such action being brought and writ or sum- mons served within the time aforesaid, the claim to rank on the estate shall be forever barred. (2) The notice by the assignee shall contain the name and place of business of one of the solicitors of the Supreme Court ti^. :! w i 68 STATUTES OF OXTAHIO AFFECTING MERCANTILE LAW. of Judicature for Ontario, upon whom service of the writ or summons may be made ; and service upon such solicitor shall be deemed sufficient service of the writ. R. S. O. 1887, c. 124, 9. 20 (5). Procoduro ^3 — .(1) In case the assifjnee is satisfied with the proof ^ snUHfie/"*" adduced in support of a claim, but the debtor disputes the dainfand'"' same, such debtor shall do so by notice in writing to the debtor df.-iireH assignee. Stating the grounds upon which he disputes the name. " " claim ; and such notice shall be given within ten days of such debtor's being notified in writing by the assignee that he is satisfied with the proof adduced as aforesaid, and not after- wards unless by special leave of the said Judge. (2) If upon receiving such notice of dispute the assignee does not deem it proper to require the claimant to bring an action to establish his claim, he shall notify the debtor in writing of this fact, and the debtor may thereupon, and Avithin ten days of his receiving such notice, apply to the said Judge for an order requiring the assignee to serve a notice of contes- tation. The Judge shall only make such order if after notice to the assignee the Judge is of opinion that there are good ifrounds for contesani; the claim. In case the debt; 1 *; II ASSIGNMENTS AND PREFERENCES. 69 belong to the said estate ; but in default of payment of the said penalty and all costs which may be incurred in any action or proceeding for the recovery thereof, such assignee or other person may be imprisoned for any period not exceeding thiity days, and shall be dis(iualified from acting as assigee of any estate while such default continues. 52 V., c. 21. s. 2. (3) This section shall not apply to any assignment executed oVlJ^^f^j*','"" before the 23rd day of March, 1889, or to any proceedings limited. thereunder. ri2 V., c. 21, s. 3. *iti. Upon the expiration of one month from the first meeting Accountstobo of creditors, or as .soon as may be after the expiration of such ^bft.'*'^'^''* period, and afterwards from time to time at intervals of not more than three months, the assignee shall prepare, and keep constantly accessible to the creditors, accounts and statements of his doings as such assignee, and of the posit i(jn of the estate. R. S. O. 1887, c. 124, s. 21. 2C The law of set-oft' shall apply to all claims made against «<-''o'r- the estate and also to all actions instituted by the a.ssignee for the recovery of debts due to the assignor, in the same maimer and to the same extent as if the assignor were plaintitl" or defendant, as the case may be, except in so far as any claim for set-off .shall be att'ected by the provisions respecting frauds or fraudulent preferences of this or any other Act. R. S. 0. 1887, c. 124, s. 23. "47. Any affidavit authorized, or required, under this Act Affldavitn. may be sworn before any person authorized to administer affidavits in the High Cov;rt, or before a Justice of the Peace, or, if sworn out of Ontario, before a Notary Public. R. S. O. 1887, c. 124, s. 24. "iS. As large a dividend as can with safety be paid, shall be Uividonds paid by every assignee under this Act within twelve months paid.' from the date of any assignment made thereundei', and earlier if reijuired by 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. 5!) v., c. 31, s. 5. '49. 8o soon as a dividend sheet is prepared, notice thereof shall be given by letter posted to each creditor, inclosing an abstract of receipts and disbursements, showing what interest has been received by the assignee, for moneys in his hands, together with a copy of the dividend sheet, noting thereon the claims objected to, and stating whether any reservation has or has not been made therefor : anf any kiinl relatinj,' in whole or in part to the ilebtor, his dealini^s or property, such person may, upon resolution paHStnl by a majority vote of the creditors present or repre- sented at a rejfularly called nieetinj^ of the creditors of the assiifuor exclusive of such person (if he is a creditor) or uptjn the written retiuest or resolution of the majority of the inspec- tora of the estate, be retpiired by the assifjnee to produce such statement or statements for the information of such assij^noe. (2) In case such person fails to produce the saitl book, docu- ment or other paper wiibin four days of his beinjjj served with II copy of the said resolution and a re([uest of the assi;^nee in that behalf, or in case the assi<(nee or the majority of the inspectors is or are not satisfied that full production has been made, the a.ssifjnee may without an order examine the said person before any of the officers mentioned in section 34 of this Act touching any book, document or other paper which he is supposed to have received. (3) Any such person may be compelled to attend and testify, and to produce upon his examination any l)ook, document or other paper which under this section he is liable to produce in the same manner and subject to the same rules of examination and the same consequences of neglectinj^ to attend or refusing to disclose the matters in respect of whicli he may be examined as in the case of a witness in an action in the High Court of Justice. 59 V., c. 31, s. 10. CHATTEL MonTOAOE.S AND lULL.S OK SALE. 78 CHATTEL MORTGAGIZS AND BILLS OF SALIi. U. S. O. 1897. Cap. U«. An Act respecting Mortgages and Sales of Personal Property. Short Title, m. 1. Chattel Moktoaoes whbhe ro.s.sES- HION OF OOODS rNCHANOEI) : Athdavits im tu iiiduljtodno.fH, ss. -, o. To bo x'uyisitorud or void hh ngjvinst eruditors, us. 2, 5. To operate from executions, s. 4. Sales of oooks wiieke i>ohses,sion unc'hanoei) ; To be registered or void ns again.st creditors, s. G. mortoaoes of ooodh to secure anvan(,'e8 or sureties, ss. 7, 8. Authority to be filed, s. !). Affidavit of bona fides mav he made by one or two or jiore M0RTOA(iEES, etc., S. lU. Contracts to oive MORT(iA(iEs or .■make sales, ss. 11-14. Place of reoistr.^tion, ss. 15, 1(5. When* mortijaoed ooods removed to another county or dis- trict, s. 17. Renewal of mortoaoes, ss. 18-2;5. Certificate of clerk to bk evi- DE.NCE OF REiilSTRATION, S. '24. DlS(.HAR(iE OF MORTOAOES, 88. 25-28, Fees, s. 2!». Miscellaneous ; Kegistratioii where time e.xpire.s on II day on wiiich othees are cloHeil s. JiO. Authority to take or renew mort- gages may lie general, s. ai. Description in inatriimenta, s. 32. Atlidavits, s. 3U. Act not to apply to vessels, s. 34. Where new county formed, h. 35. Inspection of books, s. 3(i. Act to e.\tuiid to goods not ready for delivery, s. .'{7. "Creditor," meaning of, s. 38. "Actual and continued change of possession," meaning of, s. 39. Taking possession not to validate, s. 40. AllREEMENTS WHERE POSSESSION PAS- SES WITHOCT OWNERSHIP, s, 41. StATI.STICAL RETURNS, S. 42. HER MAJESTY, by and with the advice and consent of the Le^fishitive Assembly of the Province of Ontario, enacts as follows : — 1. This Act may be cited as " The Bills of Sale and Chattel Short title. Mortgage Ad." 57 V., c. 37, s. 1, EFFECT OF REGLSTERIXG OR OMITTIKG TO REGISTER. 2. Every mortgage, or conveyance intended to operate as a Mortgajres of mortgage of goods and chattels, in Ontario, which is unt accom- f"nded"wit'h" panied by an immediate delivery and an actual and continued sStfoEe" registered. 'vn Jill 'ii !(■ v.- \\ 74 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Contents of affidavit of bona fillet. When movt- gage to take ettect. Effect of non- registration. Sale 01 goods not attended with delivery to bo regis- tered. change of possession of the thin^js mortgaged, or a true copy thereof, shall, within five days from the execution thereof, except as hereinafter otherwise provided, be registered as here- inafter provided, together with tlie affidavit of an attesting witness thereto, of the due execution of such mortgage or con- veyance, or of the due execution of the mortgage or conveyance of which the copy filed puqDorts to be a copy, which affidavit shall also contain tlie date of the execution of the mortgage, and also with the affidavit of the mortgagee or of one of several luortgagees, or of the agent of the mortgagee or mortgagees, if such agent is aware of all the circumstances connected there- with and is properly authorized in writing to take such mort- gage, in which case the affidavit of the agent shall state that he is aware of all the circumstances connected therewith, and a copy of such authority or the authority itself shall be regis- tered therewith. 57 V., c. 37, s. 2. a. Such last mentioned affidavit, whether of the mortgagee or his agent, or one of several mortgagees or the agent of the mortgagee or mortgagees shall state in addition to wliat is re- tjuired by section 2 of this Act that the mortgagor therein named is justly and truly indebted to the mortgagee in the sum mentioned in the mortgage, that the mo'.tgage was exe- cuted in good faith and for the express purpose of securing the paj'inent of money justly due or accruing due and not for the purjjose of protecting the goods and chattels mentioned therein against the creditors of the mortgagor, or of preventing the creditors of such mortgagor fx'om obtaining payment of any claim against him. 57 V., c. 37, s. 3. 4. Every such mortgage or conveyance shall operate and take effect upon, from and after the day and time of the execu- tion thereof. 57 V., c. 37, s. 4. 5. In case such mortgage and conveyance and affidavits are not registered as by this Act provided, tlie mortgage or con- veyance shall be absolutely null and void as against creditors of the mor*^gagor, and against subsequent purchasers or mort- gagees in good faith for valuable consideration. 57 V., c. 37, s. 5. G. Every sale of goods and chattels, not accompanied by an immediate delivery and followed by an actual and continued change of possession of the goods and cliattels sold, shall be in writing, and such writing sliall be a conveyance under the pro- visions of this Act, and shall be accompanied by an affidavit of an atiesting witness thereto of the due execution thereof, and an affidavit of tlie bargainee, or his agent (if such agent is awar'. of all the circumstances connected therewith), y sucli umrtgage, anoills of sale by this Act, otlierwise tlie said covenant, promise or agreement shall be absolutely void as against the creditors of the bargainer and as against subsequent purchasers or mortgagees in good faith. 5!J v., c. 34, s. 2. 13. In the case of covenants, promises or agreements made Jii'^^'/^prlo,. to before the 7th day of April, 1800, the pi'ovisions of this Act 7tii April, i«Ki. with regard to registration may be deemed to be complied witii if such registration was ettecteil within three calendar months after the said ilate and subject thereto this Act shall extend and apply to eveiy such covenant, jJi'oniise and agreement made before as well as after tlu' said date. r)9 V. , c. 34, s. 3. 14, Every vrbiil grccment to the etiect mentioned in the Verbal agree- three next \ ,4 sections and not reduced to writing shall be absolutely null and void to all intents and purposes what- ever, as against creditors oi' subsequcut purchasers or mortgagees mentioned in such section- ,5!t V., c. 34, s. 4. I'LACL OF UKOISTRATIOX. 15. — ( 1 ) Till' instruments mentioned in the preci ding sections iii>ininuiusto shall in counties Vje registered in tlie office of the Clerk of the ila'h'|fc',uJlty County Court of t' ;, ".^i'tyor union of counties where the court ottirc. property s(j mortga^i '! ••: .'^okl is at the time of the execution of such instrument; and every such Clerk shall tile all such instruments presented to him for that purpose, and shall indorse thereon the time of receiving the same in his oOlce. 57 V., c. 37, s. 11. (2) Where the jroods and chattels mortiiaiied or sold ai'e situ- ift'tfi^faMon ... , i^.'^ . .. i 1 mi 1 II -V • • 111 AlKoiiia, ate witlnn the JJistriets ol Algoma, IhuiiMcr bay or .Nipissnig, Thiiiiiier nay. the said instruments shall be tiled within tin days fi'om the ' ''"■■^"'*^- execution thereof in the office of the District Court ' 'levk in the disti'ict in which the goods are situate. (3) Where the tnjods or ehattels mortiraii-eil or sold an >itu- ifPKistniiien ate within the Districts of Parry .S(junil, Muskoka or Kainy ■ ' '"' Ri tl iver, the sa:il nistruiiients slial le ■xecution thereof in ll filed within ten days from iffiee of the Clerk of the First T Sduiul, -Mils kuka luiil Hainy lUvcr. Division Court of the district in whieh the gooils are situate. (4) Where the ifoods and chattels mortu-ai-'ed or sold are situ- ,'^'^■,^'^'.':■'t'"' ate witlnn the Pi'ovisional County of Halilmrton. the said instruments shall be tiled within si-ven days fiuiii the exeeution thereof in tlie office of the Clerk of the First Division Cmnt of Ilaliliiirliiii. th e said provisional county, i) 9 V 1. ^5) Wl, I'l'e tl Is and chatti'ls morlgag.'d or sold are ^itu- WctJi-i ration ate within the Distriet of Maiiitoiilin, the said iiistrumeiils si lal in .Maiiiluiilin. be tiled within trii days from the exeeution of the Deputy Clerk tor Alanitoulin. thereof ill thr otlic 78 .STATUTES OF ONTARIO AFFECTING MERd.,AlLE LAW. mert'with"'* <^^^) ^"3' ^^'' "^ ^'^^*^ ^^' cliattel mortgage filed with tiie said Deputy Clerk Deputy Clerk for Mauitouliu prior to the 4th day of May, 1891, St'ij%i89i.' shall l)e as valid as if the same had been tiled with the Clerk of the County Court. Prococdings (7) Nothing in the two next preceding subsections contained Ky,"iM(i',"iiot shall be construed to affect any action or other proceeding affected. pending on the 4tli day of May, 1891, in which the validity of anj' instrument recjuired to be filed under chapter 125 of the Revised Statutes of Ontario, 1887, and amending Acts is called in question by reason of the place of filing such instrument. 57 v., c. 37, .s. 28. 3\iejx_ning^ot^^ (8) " Clerk of the County Court " or " Clerk " when used in C'ount:r this Act f-iiall unless where inconsistent with the context, ^ "' '■^' include the officers mentioned in this section. 60 V., c. 3, s. 3. Manner of registration. IG. The said CUrks respectively shall number every .such instrument or copy filed in their offices, and shall enter in alpha- betical order in books to be provided by them, the names of all the parties to such instruments, with the numbers indorsed thereon opjjosite to each name, and such entry shall be repeated alphabetically under the name of every party thereto. 57 V., c. 37, s. 12. Procedure when mort- gaged goods are removed. IT. In the event of the permanent removal of goods and chattels mortgaged as aforesaid from the county or union of counties or territorial district in which the goods and chattels were at the time of the execution of the mortgage, to another county or union of counties or territorial district, or to the said provisional county of Haliburton, or from the said provisional county to another county or union of counties or territorial district, before the payment and discharge of the mortgage, a certified copy of the mortgage, under the hand of the Clerk in whose office it was first registered, and under the .seal of the Court, and of the affidavits and documents and instruments relating thereto filed in such office, shall be filed with the Clerk of the County Court of the county or union of counties to which the goods and chattels are removed, or in the proper office as mentioned in section 15, in case such goods and chattels are removed to a territorial district or to the said provisional county, within two months from such removal, otherwise the said goods and chattels shall be liable to seizure and .sale under execution, and i.i such case the mortgage shall be null and void as against creditors of the mortgagor and against subsequent purchasers jiud mortgagees in gooil faith for valuable consid- eration, as if never executed. 57 \'., c. 37, s. 13 ; 60 V., c. 3, s. 3. RENEWAL OF MORTGAGE.S. Statement of 18. Subject to thi' provisions hereinafter contained as to amount due to , ' . ■• , i.\ e ny ^ be tiled yearly, mortgages to Companies, every mortgage, or copy tliereoi, hied CHATTEL MORTGAGES AND BILLS OF SALE. 79 in pursuance of tliis Act shall cease to be valid, as against the creditors of the persons making the same and against subse- quent purchasers and mortgagees in good faith for valuable consideration, after the expiration of one year from the day of the tiling thereof, unless within thirty days next preceding the expiration of the said term of one year, a state. xient ex- hibiting the interest of the mortgagee, his executors, admin- istrators or other assigns in the pi'operty claimed by vii'tue thereof, and shewing the amount still due for principal and interest thereon, and shewing all payments made on account thereof, is filed in the office of the Clerk of the County Court of the county or union of counties wherein the goods and chattels are then situate, with an affidavit of the mortgagee, or one of several mortgagees, or of the assignee or one of several assignees, or of the agent of the mortgagee or assignee, or mortgagees or assignees (as the case may be), duly authorized in vriting, for that purpose (a copy of which authority or the authority itself sliall be filed therewith), that the statement is true, and that the mortgage has not been kept on foot for any fraudulent purpose. 57 V., c. 37, s. 14. 19. The statement and affidavit mentioned in the next pre- Form of state- ceding section may be in the form given in the Schedule B to affidavit. this Act, or to the like effect: Provided, that if any bona fide proviso, error or mistake shall be made in the said statement, either by the omission to give any credit or credits or by any mis- calculation in the computation of interest or otherwise, the said statement and the mortgage therein referred to shall not be invalidated, provided that the mortgagee, his executors, admin- istrators or other assigns shall, within two weeks after the discovery of any such error or mistake, file an amended state- ment and affidavit in the form given in Schedule B or to the like effect, and referring to the former statement and clearly pointing out the error or mistake therein and correcting the same ; but if, prior to the filing of such amended statement and affidavit, any creditor or purchaser or mortgagee in good faith for valuable consideration shall have made any bona fide advance of money or given any valuable consideration to the mortgagor, or shall ha\-e incurred any costs in proceedings taken on the faith of the amount due on any mortgage lieing as stated in the renewal statement and affidavit filed, then the said mortgage as to the amount so advanced or the valuable consideration given or costs incurred as afore.said by such creditor, purcluiser or mortgagee, shall, as against such creditor, purchaser or mortgagee, stand good only for the amount men- tioned in the renewal statement and affidavit first filed. 57 V., c. 37, s. 15. ) 20. The statement and affidavit shall be deemed one instru- Maimer of , 1 1 /»i 1 1 1 1 • Ti ,1 • tlluiKaiKi ment, and be nleu and ontereil \\\ like manner as the nistru- omoiinK ments in this Act mentioned are, by section 10, re«]uireil to be attldavit and statt'inunt. so STATUTES OF ONTARIO AFFECTIN'Q MEUCAXTILE LAW. filed and entered, and the like fees shall be payable for filing and entering tlie same as are now payable for filing and enter- ing such instruments. 57 \., c. .37, s. IG. statement to be tiled aiiiKially. 'il. Another statement in accordance with the provisions of section 18 of tliis Act, duly verified as rutjuired by that section, shall be filed in the oliice of the Clerk of the County Court of the county wherein the goods and chattels described in the mortgage are then situate, within thirty days next preceding the expiration of the term of one year from the day of the filing of the statement required by the said section 18, or such mortgage, or copy thereof, shall cease to be valid as against the creditors of the persons making the same, and as against purchasers and mort2;a,\ i'(iiii)iikn,v lo se cure bonds or debentures. MOUT(iAGES TO SECURE BOND.S, ETC., OF CORPORATIONS. ?JIJ. ~(1) In the case of a mortgage or conveyance of goods an' other day on which the office in which the registering or filing is'Jiosed'. " is to be made or done is clo.'^ed, and by reason thereof the regis- tering or filii-g cannot be made or done on that day, the regis- teriuii or tilinif shall, so far as regards the time of doinir or making the .same, be held to be duly done or made if done or made on the day on which the office .shall next be open. 57 V., c. 37, s. 30. SI. An authority for the piu'pose of taking or i-eneM'ing a rio!MT:ii moitcafre or conveyance under the provisions of this Act mav ;'","""''•'' '" be a general one to take and renew all or any mortgages or iiiuitKii;,-^. conveyances to the mortgagee or bargainee. 57 V., c. 37, s. 31. iVi. All the instruments mentioned in this Act, whether for Maiiner of dc- the .sale or mortgage of goods and chattels, shall contain such p',;Hv'in mort- sufficient and full description thereof that the same may be KagL'^, cmc. thereby readily and easily known and distinguished. 57 V'., c. 37, s. 32. 3JJ. All affidavits and affirmations ronuired by this Act may \yii'.' f'^'V - , , , . . , , r 1 -VT " Ti 1 1- llllllist( T llie be taken and admnnstered by any Judge, rs(jtarv rublic, or a umaiiviis. 1 : 'J 84 STATUTES OF ONTARIO AlFECTINO MEIICAN'TILE LAW. CoiiuniHsioiicr or other person in or out of tlio Province autlior- izcf] to talvc utHdiivits in ami Tor tlie Hif tereil umler the provisions of any Act in that behalf. .")7 V., ruKiHleml. C. 61, s. 64. MortKiiKLM 35. All chattel niortr<:tiiii/ AnHiijiiDienti aiul Pre/einives hi/ Insol- vent Persons, as well as to creditors havini; executions ae;jiinst the jfoods and chattels of the niort<^a;,'or or bartjainor in the hands of the slicriM' or oth«'r oHicer. 57 V., c. 37, s. ;{.S ; (10 V., c. ;i, H, 3. 119. The "actual and eontiiuied chaui;e of possession" men- " Ainiaiiimi 1 • 1 • » 1 II 1 i 1 i 1 11 !• • ('iiiilm:i»'il tioneil ni tins Act sliall be taken to \m' such chanife oi possession ' c\ \ V C^ V 6^ 23 WEST MAIN STREET WEBSTER, NY. 14580 (716) 872-4503 I ^ \ «• Wlicro to bo fliuti ill tonit tiled in such district shall be tiled in the office of such Clerk of the Pejice. Aitiyciiiciit (3) Such an a<:reenient, though sijiued and filed, shall not Hot to lillL'C'L oniiiiiiiy att'ect purchases from the trader or person aforesaid in the usual course of his business. purrJiiiHOH. mil Voiurrt't*' ^^^ The provisions of this and the foin- next precetling sec- siii.'iof cerinin tious of this Act shall not atfeot the owe of manuiactured ^(xkIs '*"*^*'',aiid chnMels wliich at tlie time possession is jjiven have the name ..i ' ddress of the manufactun'r, bailor or vendor of the wiiuo paintt;d, printeayinunt8 have been made on account of the said Mortgage (or The follownig paynionta, and no otliur, have Inien made on account of the aaid Mortgage : 188G, January 1, Cash received $100.00). The amount Htill due for princi])al and interest on the said Mortgage is the sum of 3 computed as follows : (hert give tlu computation), CD. County of "I I, of the To wit, /of in tlie County of the Mortgagee named in the Chattel Mortgage nunitioned in the foregoing (or annexed) st^vtement (or assignee of the mortgagee named in tlie Ciiattel Mortgage mentioned in the foregoing [or annexed] statement (as the case may be), make oath and say : 1. That the foregoing (or annexed) statement :& truo. 2. That the Ciiattcl Mortgage mentioned in the sttid sta .n >nt has not ))een kept on foot for any fraudulent purpose. Sworn before me at thol of in the | County of , this | day of 18 57 v., c. 37. Sched. B. CONDITIONAL SALES. R. S. O. 1897, Cap. 149. An Act respecting Conditional Sales of Chattels. HER MAJESTY, by and with the advice and consent of tlie Legislative Assembly of the Province of Ontario, enacts as follows : — Conditional 1- Receipt notes, hire receipts and orders for chattels, given fncuimi'goodrt ^y I'fiices of chattels, where the condition of the bailment is when to be such that the possession of the chattel pas-ses without any ownership therein being acquired by the bailee until the payment of the purchase or consideration money or some stipulated part thereof, shall only be valid as against subse- quent purchasers or mortgages without notice in good faith for valuable consideration in the case of manufactured goods or chattels, which at the time possession is given to the baiioe, have the name and address of the manufacturer, bailor or vendor of the same painted, printed, stamped or engraved thereon or otherwise plainly attached thereto, and no such bailment shall be valid as against such subsequeat purchaser |ftl .^v. CONDITIONAL HAl.ES. 89 Sort Inn t not to apply to cirtaih lioiiNL'hold furiiituru. Suction I not to npply whan ropy of receipt lllud with CliTk of l^uuiity Court. or mortgagee as aforesaid, unless it is evidenrod in writing, signed by the Imilee or liis agent. 61 V., c. 10, s. 1. 2. Tlio preceding section shall not apply to household furni- ture, other than pianos, organs, or other musical instruments ; nor shall it apply to any chattels mentioned in any such receipt note, hire receipt, order or other instrument where the manufactux'er, bailor or vendor within ten days fi*om the execution of the receipt note, hire receipt, order or other in- strument evidencing the bailment or conditional sale given to secure the purchase money, or a part thereof, shall file with the Clerk of the County Court of the county in which the bailee or conditional purchaser resided at the time of tiie bailment or conditional purchase, a copy of the said receipt note, hire receipt, order or other instrument evidencing the bailment or conditional spie. 61 V., c. 19, s. 6. 3. — (1) When the bftdee or conditional purchaser resides at Filing of the time of the bailment or conditional purchase in un un- unorpnizcd organized district, all instruments may be filed with the Clerk '""'"'='''• of the Court with whom mortgages and sales of chattels are to be registered in such district, under the law at the time in force. (2) This section shall apply to instruments filed with the said officer prior to the 7th day of April, 1890. 53 V., c. 30, 88. 1, 2. 4. The Clerk of the Court, on receipt of such copy, shall JSilj^iyVf""'* duly file the same and cause it to be properly entered in an receipt note, index book to be kept for that purpose, and shall be entitled to charge ten cents for every such filing and five cents for every search in respect thereof. A clerical error which does not mislead, or an error in an immaterial or non-essential part of the said copy so filed, shall not invalidate the said filing or destroy the effect thereof. 51 V., c. 19, s. 7. 5. The manufactux'er, bailor or vendor shall leave a copy of <""''}■ »' , , . . , 1 • • i 1 i 1 • , ^"^1 receipt note tlie receipt note, hire receipt, order or other instrument by tobokft with which a lien on the chattel is retained, or which provides for a ^'^"'"•'■ conditional .sale with the bailee or conditional vendee at the time of the execution of the instrument, or within twenty days thereafter. 51 V., c. 19, s. 8. C — (1) Every manufacturer, bailor or vendor shall, in answer statement of to an inquiry nia upon a contract with an a^tint, and in case he delivers up tlie same to such a<;ent upon a contriu't for the pledge, lien or security of other j;(kmIs or of another docunieiit or security by such ajjeiit ileliver*.'d to hitu in exchan<^e, to Ik; held upon the same lien jis the goo? document of title shall be deemed a pledge of and lien uihju ti'i'udo'^bu ° the gocxls to which it relates, and the agent shall l)e deemed l!" Ki"SVr«p?c° the possessor of the goods or documents of title, whether the '"'"'•^' '"> "• same are in his actual custody or are htjld by any other person for him or subject to his control. R. S. 0. 1887, c. 12m, s. 7. 8. No antecedent debt owing from any agent entrusted as Aiitocwiciit aforesaid, shall authorize any lien or pledge in respect of such uuthorizJ" . Such contracts only shall be valiil as are herein men- contmcis tioned, and such loans, advances and exchanges only shall be ^JJI^""'" *"""* valid ivs are made bona liile and without notice that the agent making the same has no authority so to do, or that he is acting iwtUi tide against the owner of the gootls. R. S. O. 1887, c. 128, s. 0. 10. All hiwd fi.>rin, hh. 5, ((. Wlicre to Ih) liltHliinil fees, hs. 7, 8. l'nrtiii!rHhi|) imt deuiiiud fiiniit>(l until lilud, h. 1>. CKKTiriCATES OK KKNEWAI., 8. 10. Al.TKIlATIONH, WIIKN HKKMKD A DISSO- 1.1'TION, M. 11. pAUTNKHHIill- NAME, H. \2. LiAIIILITIGHOKUKNKKAI, AMlSl-ECIAL KAKTNEKH, HH. l.'t-IH. No l■H^:MATl'KK DIKNOLl'TIOS WITH- OUT NOTICE, H. lU. ' 'I IT ER MAJESTY, by und witli the advice and coii.scnt of 1. the Le^'i.shitive AHH<>inbly of the Province of Oiit'.rio, enacts rh follows : — 1. Limited partnoi-sliips for the transaction of any inercan- MmiUimI piirt- tile, inechnnical, niannfactnrinc or other business within the beVoin'rL.i.'"' Province of Ontario, may be formed by two or more pur-sons, upon tlie terms, with the rijfhts and powers, and subject to the conditions and liabilities hereinafter mentioned, but the pro- visions of this Act shall not be construed to authorize any such partnership for the purpose of bankinjj, or the construc- tion or workin;; of railways, or makini; insurance. R. S. O. 1887, c. 129, s. 1 ; 5.5 V., c. 28, s. 1. *4. Such partnerships may consist of one or more persons, f»f wimm to who shall be called {general partners, and of one or more per- '^'*""' sons who contribute in actual cash payments a specific sum as capital to the common stock, who shall be called special part- ners. R. S. O. 1887, c. 129, 8. 2. 3. General partners shall be jointly and severally responsible Mubiiiiy of as general partners are by law, but special partners shall not Ije !fi*i"oitti'|)urt- liable for the del its of the partnei-ship beyond the amounts by "''''■^• them contributed to the cjipitjil. R. S. O. 1887, c. 129, s. :}. 4 ■:. No such partnei-ship shall be deemed to have been formed until a certificate has been made, certified, filed and recorded as above directed ; and if any false statement is made in such certificate, all the persons interested in the partnership shall be liable for all the engagements thereof as general partners. R. S. O. 1887, c. 129, s. 8. L'crtiflcntoH of |0. Evcry renewal or continuance of a partnership beyond the time originally fixed for its duration, shall be certified, filed and recorded m the manner heroin required for its original LIMITED PAIITNEUSHIPH. 97 fonimtioii ; iiivl ovory pftrtnerHliin otlicrwiso r«'iH'\vt'«l or con- tiiuifil, hIiiiII Im' lution of tin- imrtnursliip, aiul cvfry sucli |)artnt!rHlii|) in anv iiiannor carrit'il on aftrr any hucIi alt«-ration lias lict-n niiulc. sinill !(.> t>nic form J ness Province of Ontario, County of }• formerly a member of the firm carrying on busi- ness as at , in the County of , under the style of , do hereby certify that the said partnership was on the day of dissolved. Witness my hand, at ,18 . , the day of R. S. 0. 1887, c. 130, Sched. B. 1 ! •pr 104 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. O o o 02 5 o H Q 3 OS r^i^ 1- 1^ |i*M 05 » CO X n M n M , . c)^ - - . .01 »1 £:'j?i?i:'x'« o a a a cs — — w ? s p 3 . - V V i> oj J2 J: bpb &b »l a^ >^ - j: j=.a^^ j= X S !?I rh ^ O » -jO ;o g OJ >^ 4) * • = ,2 "! M L» . ■ -? o P3 8 Q M U y^ h-) ?-< Q g g H-4 Q i i-l O a «2 > Q »5 ca a O H i* b. O a; >4 H M 1^ l^ 1- 1 1- 1^ X X X X X X . . - - , .54e4 5^ >» >> >i >> >,t2 It U b U b I. b X X ljlllls^>^ 00 5'IC'*'»'U30S =«6 a u u- e S3 o S = " — 3 ^ n 09 ■> *S . >> . ^ »-= be c B« -^ o ■" r; o ■^ a X O = : JS"". -J t. 5_o ■s s = *! — — -TS « 5^ § .Ti J= J - c "= - = — 7: S 2 ■S •£ -" - u z a. !> to 5 c — 2 i >•=- 1 •* i* i^ to E i^ - III- £ = t- i; S S Si- , = - u 2 =*" 1 * - .? J) 5) t. M 53 -5 ■* .= p-( cs c i U w ^ 3 .13 B. MARRIED women's PROPERTY. MARRIED WOMEN'S PROPERTY- R. S. 0. 1897, Cap. 163. An Act respecting the property of Married Women. 105 ^:i ri ! I Short title, s. 1 Interpretation, h. 2. Right to hold property and to contract 88. 3-7. Execution of general power, s. 8. Power for court to bind interest of married woman, 8. 9. Deposits, stocks, etc., standing in NAME of married WOMAN TO BE DEEMED HER PERSONAL PRO- PERTY, 88. 10, 11. Investments in joint names of married women and 0thbr8, 88. 12, 13. Fraudulent investments with money of husband, 8. 14. Remedies of married woman for PROTECTION of SEPARATE PRO- PERTY, 8. 15. AnTE-NUPTIAL DEBTS AND LIABILI- TIES, 8. 16. Liability of husband for wife's DEBTS, etc., 88. 17, 18. Questions between husband and WIFE AS TO property TO BE DECIDED IN A SUMMARY WAY, 8. 19. Married woman as an executrix or trustee, s. 20. Saving as to settlements, s. 21. When married woman may obtain ORDER OF protection FOR EARN- INGS OF HER MINOR CHILDREN, 8. 22. Legal representative of married woman, 8. 23. Rights prior to 47 V., c. 19, not affected, h. 24. IH'''^,! HER MAJESTY, b}' and with the advice and consent of the Legislative Aswembly of the Province of Ontario, enact.s as follows : — 1. This Act may be cited as "The Married Women's P>'o- Short title. perty Act" R. S. O. 1887, c. 132, s. 1. %. In this Act the word "contract" shall include the J."(;^J^Jact''°" acceptance of any trust, or of the office of executrix or admin- istratrix, and the provisions of this Act as to liabilities of Liabilities. married women shall extend to all liabilities by reason of any breach of trust or devastavit committed by a married woman being a trustee or executrix or administratrix either before or after her marriage, and her husband shall not be subject to .such liabilities unless he has acted or intermeddled in the trust iV . illr i.i« 106 " Property." Married woman to bo CApablo ot bolding property as a feme sole. Power to contract. Contracts prior to 13th April. 1897. Contracts of married women from 13th April, 1897. to bind all their separ- ate estate. STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. or administration, and the word " property " shall include a thing in action. R. S. 0. 1887, c. 132, s. 2. 3. — (1) A married woman shall be capable of acquiring, holding, and disposing by will or otherwise, of any real or personal property as her .separate property, in the same man- ner as if she were a feme sole, without the intervention of any trustee. (2) A married woman shall be capable of entering into and rendering herself liable in respect of and to the extent of her separate property on any contract, and of suing and being sued, in all respects as if she were a feme sole, and her husband need not be joined with her as plaintiff or defendant, or be made a party to any action or other legal proceeding brought by or taken against her ; and any damages or costs recovered by her in any such action or proceeding shall be her separate property ; and any damages or costs recovered against her in any such action or proceeding shall be payable out of her separate property, and not otherwise. R. S. O. 1887, c. 132, 8. 3 (1, 2). (3) Every contract entered into by a married woman prior to the 13th day of April, 1897, shall be deemed to be a con- tract entered into by her with respect to and to bind her sepnrati' property, unless the contrary is shewn. (4) Every contract entered into by a married woman prior to the said 13th day of April, 1897, with respect to and to bind her separate property, shall bind, not only the separate property which she was possessed of or entitled to at the date of the contract, but also all separate property which she has since acquired or may hereafter acquire. R. S. O. 1887, c. 132, s. 3 (3, 4) ; 60 V., c. 22, s. 3. 4. — (1) Every contract entered into by a married woman on or after the 13th day of April, 1897, otlierwise than as an agent : ((') Shall be deemed to be a contract entered into by her with respect to and to bind her separate property whether she is or is not in fact possessed of or entitled to any separate property at the time when she enters into such contract, and it shall not be necessary in any proceeding to prove that she had any separate property at the time when such con- tract was entered into, or subsequently : (l>) Shall bind all separate property which she may at the time or thereafter possess or be entitled to ; and (c) Shall also be enforceable by process of law against all property which she may thereafter while discovert possess or be entitled to. MARRIED WOMEN S PROPERTY. 107 (2) Nothing in this section contained Bliall render available re*f^'„^,',n''" to satisfy any liability or obligation arising out of such con- »nticipaiioii tract any separate property which she is restrained anticipating. 60 V., c. 22, s. 1. n CXlHts. ironi «M7 V. (Imp.) u. 63, rt. 1. 5. — (1) Every woman married on or before the 4th day of j);^|"dSn May, 1859, without any marriage contract jr settlement, shall ot before uh and may, from and after the said day, notwithstanding her ni»/'h' ni 'pro- coverture, have, hold and enjoy all her real estate not on or ^J,ccd to'*""* before the said 4th day of May taken possession of by her {!°J''gJ'^Jbi"iK' husband, by himself or his tenants, and all her peraonal pro- perty not on or before said Hutiici- ent /iriinn farir evidence tliatshe is beneficially entitled thereto for her Heparate use, so as to authorize and empower her to receive or transfer the same, and to receive the dividends, intere.sts and profits thereof, without the concurrenc«' of her husband, and to indenniify all public ofHcei-s, and all ilirectors, managers and trustees of every sut'* corporation, company, public b«jdy or .society as aforesaid, in respect thereof. U. S. O. ih87, c. 132, s. 9. II. All such pai'ticulars mentioned in the pnjcedin;^ section which after the first day of July, ISIS4, were placed, or transferred in or into, or made, to staiul, in the sole name of any married woman shall b»! deemed, unless and until tin- contrary be shewn, to be ht;r .separate property, in respect of which, so far as any liability may be incident thereto, liei- separate estate shall alone l)e liable, whether the same shall l)e so expres.scd in the document wh(!reby her title to the same is created or certified, t)r in the lx»oks or rej^ister wherein lu'r title is enti'red or recorded or not ; Provided always, that nothin<( in this Act sliall recpiire or authorizt; any corporation or joint stock company to admit any married wcjman to l»e a holder of any shares or stock therein to which any lial)ility may be incident contrary to the pnn-isions of any statute, charter, by-law, articles of association, or deed of settlement regulatint^ such corporation or company. R. S. O. 1887, c. 132, •s. 10. Ax to Miock, etc.. Iniiii- fi'iTeil. ell'., til II iiiiir- iiu(t wulimii. I'rovlso. Vi. All the provi.sions hereinbefore contained as to such inycstinciiis particulars mentioned in section 10, which on the first day of ot'inanud July, 1884, were standinjj in the sole name of a married woman, oiht'r" '""' or which after that time shall be placed or transferred to or into or made to stand in the sole name of a married woman, shall respectively extend and apply, so far as relates to the estate, rij.fht, title, or interest of the married woman, t(j any of the particulars aforesaid which, on the 25th day of Mtirch, ISSI', were standing in, or which shall be placed, or transi'vrred to or into, or made to stand in, the name of tiny married woman jointly with any person or persons other than her husband'. R. S. 0. 1887, c. 132, .s. 11. :i.| ill. It shall not be necessary for the husband of any marrit>d e\c '° tanlni'iK woman, in respect of her interest, to join in the transfer of any in tiio joint .such particulars named in section 10, which shall be standing nmrrii.fi in the .sole name of any married woman, or in the joint names "i'i','"i'«'.' '""' of such married woman and any other person or persons not being her hu.sband. R. S. O. 1887, c. 132, s. 12. ':-''! i 1 1 1 i • ■:, Hi I ul 1 110 Kmiiiliilitiit InvitHtniuiilM Willi iiioiiuy of liiiMbniKi, UomodloH of iiiiirriud woman for protuclion and Mci'iirlt y of Hopurato property. Torts an bo- twoon hiiH- band and wlfo. STATL'TES OF ONTAKIO AFFECTINO MEUCANTILE LAW. 14. If liny invoatiiit'iit in any of tho particularH sot fortli in Hvction 10 Nliall iiavi; hocn niayH of \\vr hiiHhand, witliout Iuh consent, tliu Court niay, n()on an application under Hoction 19 of tliis Act, order hucIi invt!Htiiient, and tin* tlividends tiiereof, or any part thereof, to l)e reHpt.'Ctively tranHferred and p.iid to the nuHlNind ; and nothing in thiH Act contained aliall give validity an againnt creditors of the huHhand, to any gift, by a husband to his wife, of any property, in fraud of his creditoi"H, or to any deposit or other investment of moneys of tlie husband made by or in the name of his wife in fraud of his creditors ; but any property or moneys so deposited or invested may be followed as ii this Act had not Ijeen passed. R. S. 0. 1887, c. 132, s. 13. 15. Every woman, whether married before or after this Act, shall have ni her own name against all persons whoiusoever, including her husband, the same remedies for the protection anil security of her own separate property, as if such property belonged to her as a fotw side, but, except as aforesaid, no husband or wife shall be entitled to sue the other for a tort. In any pr')ceeding under this section it shall be sufficient to allege such property to be her property ; ami in any proceeding under this section a hu.sbaud and wife shall lie competent to give evidence against each other. R. S. 0. 1887, c. 132, s. 14. wifo'Hanto- 16. A woman after her marriage shall continue to be liable am? ilnbiiitioH. in respcct and to the (>xtent of her separate property for all debts contracteti, and all contracts entered into or wrongs com- mitted by her before her marriage ; and she may be sued for any such debt and for any liability in damages or otherwise under any such contract, or in re.spect of any such wrong ; and all sums recovered against her in I'espect thereof, or for any costs relating thereto, shall be payable out of her sepai-ate pi'o- perty ; and, as between her and her husband, unless there be any contract between them to the contrary, her separate pro- perty shall be deemed to l)e primarily liable for all such debts, contracts or wrongs, and for all damages or costs recovered in respect thereof : Provided always, tliat nothing in this Act shall operate to increase or diminish the liability of any woman married before the commencement of this Act for any such debt, contract or wi'ong, as aforesaid. R. S. O. 1887, c. 132, 8. 15. Habio" or hJs*^ 11. A liusband shall be liable for the debts of his wife wifoVdobtH ■ contracted, and for all contracts entered into and wrongs UilbiimeHtoa'' committed by her, before marriage, and for wrongs committed curtain extent. \yy jj^j. after marriage, to tlie extent of all property whatsoever belonging to his wife which he shall have accjuired or become entitled to from or through his wife, after deducting therefrom any payments made by him, and any sums for which judgment Proviso. MARRIED women's PROPERTY. HI iiiiiy luivc ))ct>n Ixniii jiih- tvcoviti't'il ii^iiiiiNt him in any 1 jil iir()C«'«'«lin>j, ill rt'Hpoct of any Huch (IchtH, oontractH r wnui^M, for or ill ri'H|«'ct of which \m wife 18 liahlo ; Iml hi- nIihII not hf 'iahlf for th»; Haiiie any further or othcrwisf ; 'tnd any Court in whicii a huHlmnd uhall he MUud for any HUch debt or iiahility shall havt; jjower to direct any ini|uiry or proceeding's which it may think proper for the purpose . — (1) In any (luestion between husband and wife as to the Questions bo titie to or po.s.ses.sion oi property, eitlier party, or any corpora- bund mid wife tion, company, public l)ody or .society in who.se books any mn'y fJ^dc""* stocks, funds or shares of either party are standing, may apply J','rtry wiiV^"'"' by summons or otherwise, in a summary way, to a Judge -jf the High Court, or (at the option of the applicant, irrespective! j- of the value of the property in dispute) to the Judge of the County Court of the county in which either party resides, asid the Judge may make such order with respect to the property in dispute, and as to the co,sts of and conseijuent on the appli- cation, as he thinks tit ; or may direct .such application to stand over from time to time, and any intpiiry touching the matters in (|uestion to be made in .such manner as he .shall think tit. (2) Any order of a Juflge of the High Court, made under the provisions of this section, shall be subject to appeal in tlie .same way as an order made by the same Judge in an action in the .said Court. 112 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. *5? it h Hi (3) Any order ot" a County Court, under tlie provisions of this section, sliall be subject to appeal in the same way as any otlier order math; by the same Court. (4) All proceedings in a County Court, under this section, in which, by reason of tlie character or value of the property in dispute, such Court would not have had jurisdiction if this Act had not passed, may, at the option of the defendant or respondent to such proceedings, be removed a.s of right into the High Court, by coiiornri, or otherwise, as may be pre.scribed by the Rules of Court ; but any order made or act done in the course (jf the proceedings, prior to the removal, shall be valid, unltiss order is made to the contrary by the High Court. (o) The Judge of tlie High Court, or County Court, if either party so request, may hear any such application in his private room. (6) Any such corporation, comi)any, public body, or society, as aforesaid, shall, in the matter of any such application, for the purposes of costs or otherwise, be treated as a stakeholder only. R. S. O. 1887, c. 132, s. 18. MaiTird woiimii as an exfciitrix or trustee. *40. A married woman, who is an executrix or admim'stra- trix, alone or Jointly with any other person or persons, of the estate of any deceased person, or a trustee alone or jointly as aforesaid, of property subject to any trust, may sue or be sued, and may transfer or join in transferring, in that character, any such particulars as are mentioned in section 10, without her hus- band as if she were n f(nne sole R. S. O. 1887, c. 132, s. 19. Siiving of ex- isting sottle- iiients. and the power to make future settlements. *s. (il)tniii lui or- der (if pi'lill'C- licm I'cir llio r'.-ii'riiiiu;s di' licv iiiiiK.r ( '\ililn'ii. I'iiri)i)rl and v\\W\ cf such (irilor. How ami by wliriiiiaii onUr discliart^iiii; Iirott'ctioii may l)e oljlaiiiod. Killicr order may 1)l> in diiplii'-itc. Ity whom to he made in cities and tinviiri. I'cKi^lration. I'.y wliiim or- der made else- where tli.iM in city or town. (5) The hearing of an application for tin order of jirotection, Uearin^f may " ' " ■ " " ' ■" " be pulllli I>ri\ ate. or for an oii';i' uni '" I'egistered or filed, and the registrar or clerk shall immediately umii rcKis- on receiving the order eu'lorse thereon the day of registering '''"''' '"''"'''''• or tiling the same; juid a certiilciite of the registering or filing i.^.j,,,,,,^,, „f find diite, .signed liy tin; registrar or clerk for tin; time being, order, etc' shall be /iriimi fd'ii' evidence of .such registering or filing iind date; and a copj' of the order Avhich is registere. The Lieutonant-Go"'^ or in Council may, by letters comimnicB l^atent, grant a charter to any number of persons, not less than [""uiUt pin- iive, who petition thei'efor, creatinfj and constitutin"; such p"-^<.-s nmy ho persons and any others who have become subscribers to the b.viouoi.s memorandum of agreement, a body corporate and politic for ^*"'" ' any of the purposes or objects to which the legislative autlxjrity of the Legislature of Ontario extends, except the construction jj^^. g^^^ and workint; of railways, the business of in.surance and the 'f- ^o''- business of a loan corporation within the meaning of The Loan Corporations Act. GO V., c. 28, s. 8, 10. — ( ! ) The applicants for incorporation, who must be of Potiii""- the full age of twenty-one years, may petition the Lieutenant- Governor, through the Provincial Secretary, for the issue of letters patent. The petition of the applicants shall show : {a) The proposed corporate name of the coinpanj- with f^,;""/;.^,!!,'"^ the word "Limited" as the last word thereof: and objection. such name ■'hall not on any public ground Ije objectionable and shall not be that of any known company, incorporated or unincorporated, or of iiiiy partnership, or individual, or any name undt/r which any known liusiness is being carried on, or so nearly resembling the same as to deceive : provided, however, that a subsisting company, or partner.ship, or individual, or the person carrying on such business may consent that such name, in whole or in part, be granted to the new com- pany ; (li) The objects, simpl\- stated, for which the company is '"'J^ct. to be incorporated ; rFT 118 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. 1!; W: Hciul-oftlco and p!aco of Horvlcc. Capital. ShiircH. Names of applicauts. Directors. Petition. Memo, of aKVfement. Pnynients on shares. (c) The place within the Province of Ontario where the head-office of the company is to be situated, and where its principal books of account and its cor- poration I'ecords are to be kept and to which all communications and notices may be addressed ; (d) The amount of the capital stock of the company ; ((') The number of shares and the amount of each share ; (/) The name in full, the place of residence and the calling of each of the applicants ; (i'i»ii'ut!iiii. INi'IDKXTAL I'OWEItS l)V COMrANIEH. 'ir». The company shall, in additiun to its other powei-n, pos- SL'.ss pnwor : IVrHonnt pro- pu ny. DiilMinKH. ("onKlnictlon iiiul iiiiiintrii- niicu of UHufiii workM. General powerx. BmnchcH of biisinuws. Real entato. To altiT or chanj^e its coininon seal at ploaHiiro ; Rest lict ions ns to holding real estate. tiiko over, actjuire, hoM, iisi-, si-ll and convey such personal jnoperty and inoval)les, machinery, trade- hi(irk,s, patents, licen.se.s, ami franchises (jr rights thereunder as may be deemed necessiuy, or expe- dient i'or the purposes Cor which the company is incorpcM'ated ; ('■) To erect on its propto, and necessary to enable the com- pany pvotitably to carry on its undertaking; (//) To acfiuire by purchase, lease or other title, and to hold, use, sell, alienate and convey any retd estate necessary for the carrying on of its undertaking, and the company shall upon its incorporation become and be invested with all the property and riglits, real and personal, theretofore held by or for it under tuiy trust created ./ith a view to its incor- poration. Provided, however, that, unless other special statutory enact- ments iipply, no ptircel of land, or interest therein at any time actpiired by the comptuiy and not re(|uired for its actual u.se and occupation, or not held by wtiy of security, or not situtite within the limits, or within one mile of the limits of any city or town ill this Province, .shall be held by the company, or by any trustee on its behalf, for a longer period than seven years after tlie ac(juiHition thereof, but shall be ab,solutely .sold and disposed of, so that the company shall no longer retain tiny interest therein unless hy way of .security ; tind further pro- vided, that any such parcel of land, or any interest therein not COMI'AN'IKS. 12S witliiii tilt' oxo<')itiiiiis liciciiilicrDrc iiifiiti(iiii''I, lii'lil I)}' tin' coiii- \>niiy t'lira l<)n;,'i'r iii-riuii tliiiii seven yeiirs, williout lieiii^' ilis- pdseil of, hIiuM l)t; loireitf i| to Her Mujesty for the use of this rroviiice; |iroviileil nlsn tliiit tlie Lieiilt niiiil-Oitverinn' in ( 'oiiiicil liiiiy exteiiil tlie siiiil period from time to time not exceedinjr jn tile wliolo twelve yeiirs ; ami further proviiled, that no such forfeiture shall take efll t ir he enforeed until the expirati >t( of at I' nsi six calendai' n. .itlis after notice in writin;;; to the CMimpany of the intention of Her Majesty to claim such for- feituri'i and it shall he the duty of the company to eive the Lieutenanl-dovernor in Oouncil, when reijUired, a full and correct statement of all lands at the date of such statement held hy till' company, or in trust for the company, and suhject to these provisos. (iO V'., c. 2H, s. 24. STOCK, CALLS, ETC. ?i4». If th(? letters patent or .special Act make nnotln-r de^nite provision, the shares of stock oi the company, .so far as they are not allotted therehy, shall he allotted when aii. to ;-. 1. conditions and restrictions as the meeting may decide, adjoiiT i avy meeting from time to time, and from place to place. 60 V., c. 28, s. 58. 61. At any general meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried and an entry to that effect in the proceedings of the company, .shall be prlmn facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 60 V., c. 28, s. 59. 03. If a poll is demanded it shall be taken in such manner as the by-laws pre.scribe, and in defaulo thereof, then as the chairman may direct. In the case of an equality of votes, at any general meeting, the chairman shall be entitled to a second or casting vote. 60 V., c. 28, s. 60. 03. At all general meetings of the company, every share holder shall be entitled to as many votes as he holds shares in the company, and may vote by proxy. 60 V., c. 28, s. 61, first part. 04. No shareholder being in arrear in respect of any call shall be entitled to vote at any meeting of the company. 60 v., c. 28, s. 61 {a). Mode of incor- poration, etc., how to be set forth in legal proceedings. NOTICES, ACTIONS, ETC. 05. In an action or other proceeding, it shall not be requi- site to set forth the mode of incorporation of the company, otherwise than by mention of it under its corporate name, as 1i iP* COMPANIES. 133 incorporated by virtue of a special Act, or of letters patent, or of letters patent and supplementary letters patent, as the case may be ; and the letters patent, or supplementary letters patent themselves, or any exemplification, or copy thereof under the Great Seal, shall be conclusive proof of every matter and thing therein set forth. 60 V., c. 28, s. 62. 66. A copy of any by-law of the companj', under its seal, biMayv""" °' and purporting to be signed by any officer of the companj' shall be received as prlnui facie evidence of the by-law in all Courts in Ontario. 60 V., c. 28, s. 63. 61. Any writ, notice, order or proceeding requiring uon oTsVim- authentication by the company may be signed by any director, "Jj^'ip^g'"^ manager or other authorized officer of the company, and need not be under the seal of the company. 60 V., c. 28, s. 64. 68. A notice to be served by the company upon a share- notices. °' holder may be served either personally or by sending it through the post, in a registered letter, addressed to the share- holder at his place of abode as it last appeared on the books of the company. 60 V., c. 28, s. 65. 69. A notice or other document company on a shareholder shall be served by post by the Time of ser- held to be served at the time when the registered letter containing it would be delivered in the ordinary course of post ; and to prove the fact and time pmof of of service it shall be sufficient to prove that such letter was service. properly addressed and registered, and was put into the post- office, and the time when it was put in, and the time requisite for its delivery in the ordinary course of post. 60 V., c. 28, s. 66. TO. Any description of action may be prosecuted and main- Actions be- tained between the company and any shareholder thereof, and pany and no shareholder shall, by reason of being a shareholder, be shareholders. incompetent as a witness therein. 60 V., c. 28, s. 67. BOOKS TO BE KEPT AND WHAT TO CONTAIN. 61, 11. The company shall cause the secretary or some other Record books officer especially charged with that duty, to keep a book or '"ha't'tocou"'* books wherein shall be kept recorded : — tain. (a) A copy of the letters patent incorporating the com- pany and of any supplementary letters patent issued to the company ; and if incorporated by special Act, the chapter and year of such Act ; (h) The names, alphabetically arranged, of all persons who are or have been shareholders in the company ; (c) The post-office address and calling of every such per- sou while such shareholder ; Iw i I 134 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Penalty for false entries. (d) The number of shares of stock held by each share- liolder ; (c) The amounts paid in, and remaining unpaid, respec- tively, on the stock of each shareholder ; (/) The date and other particulars of all transfers of stock in their order ; and to (g) The names, post-ofRcc addresses and callings of all persons who are or have been directors of the com- pany ; with the several dates at which each per- son became or ceased to be such director. 60 V., c. 28, s. 68. 1?$. No director, officer or servant of the company shall knowingly make or assist to make any untrue entry in any such book, or shall refuse or neglect to make any proper entry therein ; and any person violating wilfully the provisions of this section shall, besides any criminal liability which he may thereby incur, be liable in damages for all loss or injury which any person interested may have sustained thereby. 60 V., c. 28, 8. 69. Powers of judge as to en- tries in, omis- Miona from, and rectiflca- tion of boolcs. Costs. Decision as to tiUe. Appeal. 7$. — (1) If the name of any person is, without sufficient cause, entered in or omitted from such book or books of the company, or if default is made or unnecessary delay takes place in entering in said books the fact of any person having ceased to be a shareholder of the company, the person or shareholder aggrieved, or any shareholder of the company, or the company itself may by application to a Judge apply for an order that the book or books be rectified, and the Judge may either refuse such application with or without costs to be paid by the appli- cant, or he may, if .satisfied of the justice of the case, make an order for the rectification of the said book or books, and may direct the company to pay the costs of such motion or appli- cation and any damages the party aggrieved may have sustained. The Judge may in any proceeding under this section, decide on any question relating to the title of any person who is a party to such proceeding to have his name entei'ed in or omitted from the said books of the company, whether such question arises between two or more shareholders, or alleged shareholders, or between any shareholders or alleged .shareholders and the com- pany', and, generally, the Judge may in any such proceeding decide any que.stion whicli it may be necessary or expedient to decide for the rectification of the said books. (2) The Judge may direct an issue to be tried in which any question of law may be raised. (3) An appeal shall lie, as in ordinary cases, before such Judge. (4) This section shall not deprive any Court of any jurisdic- tion it may have. 60 V., c. 28, s. 70. ' w COMPANIES. 135 74. Sucli books shall, duriiijj reasonablo business hours of """^fo'"^" every day, except Sundays and holidays, be kept open for the inHpcciion. inspection of shareholders and creditors of the company, and their personal representatives or agents at the head office, and every such shareholder, creditor, agent or representative, may make extracts therefrom. 60 V., c. 28, s. 71. 15. Any director or officer who refuses to permit any person Liabiutv for entitled thereto to inspect such book or books, or make extracts ano'vT'nHpec- therefrom, shall forfeit and pay to the party aggrieved the tion of books, sum of one hundred dollars; and in case the amount is not paid within seven days after the recovery of Judgment, the Court in which the judgment is recovered, or a Judge thereof, may direct the imprisonment of the offender for any period not exceeding three months, unless the amount with costs is sooner paid. 60 v., c. 28, s. 72. TO. Such books shall be prinui facie evidence of all facts Books to be purporting to be thereby stated, in any action or proceeding ?wdenco.'^ * agam.st the company or against any shareholder. 60 V., c. 28, 8. 73. 77. The directors shall cause proper books of account to be Books of kept containing full and true statements kept. (rt) Of the company's financial and trading transactions ; (h) Of the stock-in-trade of the company ; (c) Of the sums of money received and expended by the company, and the matters in respect of which such receipt or expenditure takes place, and, (d) Of the credits and liabilities of the company ; and also a book or books containing minutes of all the proceed- Minutes of ings and votes of tho company, or of the board of directors, ^^°'^^'^ °*^* respectively, and the by-laws of the company, duly authenti- cated, and such minutes shall be verified by the signature of the president, or other presiding officer of the company. 60 V c. 28, s. 74. ANNUAL STATEMENT AND SUMMARY, ETC. 78. At each annual meeting, oi-, at least, once in everj' year, mentof iii^'^ and at intervals of not more than fifteen months, the directors I;""'?..'^™^''" 11 1111 ini penditure. shall, at a general meeting duly called, lay beioi-e the company a statement of the income and expenditure of the company for the past year, made up to a date not more than three months before such annual or general meeting, and shall also lay before the company such further information respecting the company's financial position and profit and loss account as the by-laws or the charter of the company may require. 60 V., c. 28, s. 75. .f ■, ii: II 'k'd ■ r ■ ;||l|j{|' ■ tl ||IRlj| ■ H nniSti ■ » Ullln p l:,'^'il^iliini))t's>i of warfltouHlvff cviule ju'fvolcinn, sec also C((p. JH), wr. //.] (5) The sunnnary, and every duplicate thereof reiiuired by Mode of this Act, shall be written, or printed cjn only one side t transact any busineHH (other than the payment ot taxes or tlie niakin^j ol" a return, or the t'urnishiniy (picHtion relating tf) tlic iitliiirs of the com- pany, 111' shall incur a penalty not exceotlinj^ 920, in respect of each otl'ence. (jO V., c. 2M, h. 77. CONTRACTS, DIVIDENDS, ETC. 81. K\i'ry contract, atireeinent, entja^'enjent or hart'ain made ContmotH. I 1 -n 4' 1 1 * 1 • 1 1 1 flc. when til and every bnl oi exchange drawn, accepted or indorsed, and bo bimiinu on e\H'ry promis.sory note ana cheijue made, drawn or indorsed on «"n'P"">' behalf of the company by any a^ent, officer or .servant of the company, in genei'al accorthince with his powers as .sucli under tlie by-laws or re.solutionH of the company shall be bindin. The said auditor may be a shareholder of the company, but no person shall be eligible as an auditor who is interested, otherwise than as a shareholder, in any transaction of the com- pany ; and no director or other officer of the company shall be eligible during his continuance in office. 60 V., c. 28, s. 86. I'll Uemuneration <>0. The remuneration of the auditor shall be fixed bv the of auditoi's. . 1 i- ,^rv XT »^. Every auditor shall be supplied with a copy of the examine , , •' . , n i i ■ i , .'■'', accounts, etc. balance-slieet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto. 60 V., c. 28, s. 89. ' i Access of auditors to books, etc. 9li. Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company. 60 V., c. 28, s. 90. f COMPANIES. 141 94. The auihtor shall make a report to the shareholders upon An luors to , , , 1 i. 1 i. * 1 • 1 } \ '""'f'^ reports the bahince-sheet anil accounts, and in every sucli report he to siuuc- shall .state whether, m his opinion, the balance-.sheet is a full "'"'■"• and fair balance-sheet, and properly drawn up so as to exhibit a true and correct view of the state of the company's aflairs, and, in ca.se he has called for explanations, or information from the directors, or officers of the company, whether such explana- tion, or information has bcou given by tlie directors, and whetlier it has been .satisfactory. GO V., c. 28, s. 91. FEES, ETC. 95. — (1) The Lieutenant-Governor in Council may, from time ^^fu,,"'^!^"'^! time, establish, alter and regulate the taritt'of the fees to be bcttxt'.i by" to , , ^„ paid on applications under this Act ; may designate the depart- council! ment or departments through which the i.ssue of letters patent, or supplementaiy letters, or of licenses should be made ; and may pre.scribe the forms of proceeding and record in respect thereof, and all other matters requisite for carrying out the objects of this Act. (2) Such fees may be made to vary in amount under any May be varied, rule or rules — as to nature of company, amount of capital and otherwise — that may be deemed expedient. (3) No step shall be taken in any department towards the Restriction, issue of any letters patent or supplementary letters patent, or license under this Act, until after all fees therefor have been duly paid. 60 V., c. 28 s. 92. 90. The provisions of tliis and any other Act relating to certain infor- matters preliminary to the issue of the letters patent shall be invaiidiWut- deemed to be directory only; and no letters patent, or supple- Jjtc'^ '"''*"" " mentary letters patent, or license, notice, order or other pro- ceeding by or on behalf of the Lieutenant-Governor in Council, Provincial Secretary, or other (jovirnment or departmental officer under this or any other Act .shall be held to be void or voidable on Jiccount of any irregularity, or otherwise, in respect of any matter preliminary to the issue of the letters patent, or supplementary letters patent, license, notice, order or other pro- ceeding Of of any alterations in any petition or papers sub- mitted in order to make them cf^mply with this or any other Act, or with the departmental practice thereunder. 60 V., c. 28, s. 93. LIABILITY FOR FALSE STATEMENTS. 91. — (1) If any person in any return, report, certificate, False balance-sheet, or other document re({uired by or for the purposes '■''""'"'^' '-''^'• of this Act, wilfully makes a statement false in any material particular, he shall be liable on conviction on indictment to imprisonment for a term not exceeding si.x months, with or without hard labor, and on .suiinnary conviction to imprison- ment not exceeding three months, with or without hard labor, 142 STATUTES OF ONTARIO AFFECTING MEHCANTILE LAW. and in cither case to a fine of $100 in lieu of or in addition to auch imprisonment as aforesaid. (2) A person cliarged with an offence under this section, may, if he thinks fit, tender himself to be examined on his own behalf, and thereupon may give evidence in the same manner and with the like effect and con-sequences as any other witness. 60 v., c. 28, s. 94. [^l.s' to the linbility of directm^s and others fm' untrue state- ments in a pt'ospeftiis advertisement or notice, see Cap. 216.] i till r -a 'W m FOUFEITURE OR SURRENDER OR REVOCATION OF A CHARTER, ETC. r Forfeiture of 08. If a company incorporated by letters patent does not non-user.""^ go into actual operation within two years after incorporation, or, for two consecutive j'ears, does not use its corporate powers, such powers, except so far as is necessary for wniding up the company, shall be forfeited, and its name, in whole or in part, may be granted to aiiother company, notwithstanding anything contained in section 10 of this. Act; and, in any action of proceeding where such non-user ,s alleged, proof of user shall lie upon the company, provided, however, that no such forfeiture sliall affect prejudicially the rights of creditoi's as they exist at the date of such forfeiture. 60 V., c. 28, s. 97, first part. Revocation of charter. 99. The charter of a company incorporated by letters patent, may, at any time, be declared to be forfeited, and may be revoked and made void by an order of the Lieutenant-Governor in Council on sufficient cause beino; shown to the Lieutenant- Governor in Council in that behalf, and such forfeiture, revoca- tion and making void may he upon such conditions and subject to such provisions as to the Lieutenant-Governor may seem proper. 60 V., c. 29, s. 97 ((0- I uii. Indiviilunl liability for wliole of tlie coinpany'H debts if biisi- iiews is carried on witii less than rtve members. 100. If a company carries on business when the number of its shareholders is less than five for a period of six months after the number has been ,so reduced, every person who is a shareholder in the company during the time that it .so carries on business after such period of six months and is cognizant of the fact tliat it is so carryin.g u:^ business with less than five shareholders sliall be severally liable for the payment of the wliole of the debts of the company contracted during such time, and may be sued for the same without the joinder in the action or .suit of tlie company or of anj^ other shareholder ; but any sharoh) Providing foi the formation of a reserve fund ; {<■) Varying any provision contained in the letters patent, so long as the alteration desired is not contrary to the provisions of this Act ; '■ ?" i i 144 STATUTES OF (JNTAIUO AFFECTING MERCANTILE LAW. ((I) Makinj,' provision for any other matter or thing in respect of wliich provision niiglit be made by origi- nal letters patent under this Act. 60 V., c. 28, s. 101 ; c. 3, s. 3. w- n \w Amalgnina- tioii of com- panies. Joint ngrec- nient between ilirectors pro- posing to ainalganiatc, etc. AMALGAMATION OF COMPANIES. I0J5. — (1) Any two or more companies incorporated under the laws of this Province and having objects within the scope of this Act may, in the manner herein provided, unite, amalga- mate and consolidate their stock, property, businesses and franchises, and may enter into all contracts and agreements therewith necessary to such union and amalgamation. (2) The directors of the companies proposing to so amalga- mate or con.solidate as aforesaid, may enter into a joint agree- ment, to be executed under the corporate seal of each of the said companies, for the amalgamation and consolidation of the said companies, prescribing the ter-^s and conditions thereof, the mode of carrying the same into effect, the name of the new company, of which the last word shall be the woi-d " Limited," the number of the directors thereof, and who shall be the tirst directors thereof and their places of residence, the number of shares of the capital stock, the amount of par value of each share, and the manner of converting the capital stock of each of the said corporations into that of the new corporation, and how, and when directors of the new corporation shall be elected, with such other details as they deem necessary to perfect the new organization and the consolidation and amal- gamation of the said companies, and the after management and working thereof. (3) The agreement shall be submitted to the shareholders of each of the said companies at a meeting thereof called in accordance with the by-laws and held separately for the pur- pose of taking the same into consideration. (4) At such meetings of shareholders, the agreement shall be considered, and a vote by ballot taken for the adoption or rejection of the same, and each share shall entitle the holder thereof to one vote, and the ballots shall be cast in person or by proxy ; and if two-thirds of the votes of all the share- holders of each of such companies are for the adoption of the agreement, then that fact shall be certified upon the agreement by the secretary of each of such companies under the corp rate seal thereof ; and if the agreement is so adopted at the respective meetings of the shareholders of each of the said companies, the companies by their joint petition may, through the Provincial Secretary, apply to the Lieutenant-Governor in Council for letters patent confirming the said agreement. Vponconi- (5) With their joint petition, the companies shall deposit consoikuuion, w'ith the Provincial Secretary, an original of the agreement. To be sub- mitted to sliareholders of each com- panj- for con- Hideration. Vote by ballot to be taken. f COMPANIES. 146 be or or ire- Ithe ient [•ate the ]iaid igh in losit lent, and shall furninh such further and other documents and I;''?.„'h,^T,?*,'' evidence ni tins behali as tlie Provincial Secretary may rociuu'e, pohsoss ri^htn, and the Lieutenant-Governor in Council may by letters patent ana bo'suhjcct contirin such agreement, and on and from the date of the [.f e"ch'''of'^iiiri'- lettevs patent, confirming the said agreement, and from such loiiwDciotios. date only, the said companies shall be deemed and taken to be amalgamated and consolidated and to form one company by the name in the said agreement and letters patent provided, and the consolidated company shall possess all the properties, real, personal and mixed, rights, privileges, and franchises and be subject to all the liabilities, contracts, disabilities and duties of each of the companies so consolidated. (G) All I'ights of creditors to obtain payment of their claims Proviso as to out of the property, rights and assets of the company liable tors, etc., of for such claims and all liens upon the property, rights, and poi'liuons?'" assets of either of such companies shall be unimpaired by such consolidation, and all debts, contracts, liabilities and duties of either of the .said companies shall thenceforth attach to the consolidated company, and be enforced against it to the same extent as if the said debts, contracts, liabilities and duties had been incurred or contracted by it. (7) No action or proceeding, by or against the said corpora- Proviso iw to tions so consolidated, or either of them, shall abate or be aSaii'st, affected by such consolidation, but for all the purposes of such action or proceeding, such corporation may be deemed still to exist or the new corporation may be substituted in such action or proceeding in the place thereof. (8) The Provincial Secretary shall give such a notice respect- Notice of ing the amalgamation of the said companies as the regulations uon. "'*""' made under section 11 of this Act may prescribe. 60 V., c. 28, s. 102. RE-INCOUPOUATION BY INCORPOltATED COMPANIES. under I Act. 104 — (I) Any company incorporated, for purposes or objects subsisting within the scope of this Act, or within the scope of this Act as maj'a"p?y it may be hereafter amended, whether under a special or a general Act, and being at the time of its application a sub- sisting and valid corporation, may apply for letters patent under this Act ; and the Lieutenant-Governor in Council, upon proof that notice of the application has been inserted for four weeks in the Ontari) Guzctte, may direct the issue of letters patent incorporating the shareholders of the said company as a company under this Act, and thereupon all the rights or obligations of the former company shall be transferred to the new company, and all proceedings may be continued and com- menced by or against the new company, that might have been continued or commenced by or against the old company, and it shall not bo necessary in any such letters patent to set out the names of the shareholders ; and after the issue of the letters 11 r' i' 146 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. patent, the company shall be governed in all respects by the provisions of this Act, except tliat the liability of the share- holders to creditors of the old company shall remain as at the time of the issue of the letters patent. roitipan^oa (^) Where a company is re-incorporated under the preceding iiiiiy apply for siib-section the Lieutenant-Govei'nor may, by the letters patent, with'oxtenawi increase the capital stock of the company to any amount which powerH. j.j^^ shareholders of the company applying for re-incorporation may, by a I'esolution passed by a vote of not less than two- thirds in value of those present in person or by proxy at a general meeting of the company duly called for considering the same, have declared to be recjuisite for the due carrying out of the objects of the company. (3) The resolution may prescribe the manner in wliich the new stock is to be allotted ; and in default of its so doing, the control of the allotment shall vest absolutely in tlie directors of the new company. R. S. O. 1887, c. 157, h. 72. LettcrK patent for cortiim tmrpoHOH may )e granted to coinpanies in- corporated under special Acts. 105. Where an existing company applies for the issue of letters patent under the provisions of tlie preceding section, the Lieutenant-Governor may by the letters patent extend the powers of the company to such other oVjjects within the scope of this Act as the applicants desire, and as the Lieutenant- Governor thinks lit to include in the letters patent, and may by the said letters patent name the first director.s of tlie new company, and the letters patent may be to the new company by the name of the old comiiaiiy or by any other name. R. t?. (.). 1887, c. 157, s. 73. 'li'-/ m fi.' .1 If'' LLTTERS PATENT TO COMPANIES INCORPORATED BY SPECIAL ACT. 106. Where any company has been incorporated by a special Act for purposes or objects within the scope of this Act, then, in case a resolution authorizing an application by petition to the Lieutenant-Governor therefor is passed by a vote of not less than two-thirds in value of the shareholders present in person, or by proxy, at a general meeting of the company, duly called for considering the subject of such resolution, the Lieutenant-Governor in Council may, from time to time, direct the issue of letters patent to the company, embraeiiig any or all of the following matters : {a) Extending the powers of the company to any objects within the scope of this Act, which the company may desire ; (h) Limiting or increasing the amount which the company may borrow upon debentures, or otherwise ; (c) Providing for the formation of a reserve fund ; COMPANIES. 147 fecial :hcn, (U to not lit in •any, , the [irect ly or jjects Ipany Ipany ((/) Varying any provision contained in the special Act, so long as the alteration is not contrary to the pro- visions of this Act ; (e) Making provision for any other matter or thing in respect of wliicli provision iniglit have been niarle had the company been incorporated under this Act. 60 v., c. 28, s. l6;J. lOT. — (1) Any companj', incorporated otherwise than ])y or f'cHain pow- nnder the authority or an Act of tlie Legislature of Ontario, IfmiXJi by desiring to carry on any of its business which is within the exu'.ji'.proviii- scope of this Act, within the Province of Ontario, may, througli »^>'*i.t^>"'- the Provincial Secretary, petition the Lieutenant-Governor in Council for a license so to do, and the Lieutenant-Governor in Coinicil may thereupon authorize such company to use, exercise and enjoy any powers, privileges and rights set forth in the said license. Copy of Act or other iti- sti'umont of iiicoi'iioiation Willi i)ower of attoriiuy to bu (loposit- eil with I'rovincial Secretary. Power of .\tuiincv. (2) No such license shall be is,sued until such company has deposited in the office of the Provincial Secretary a true cojiy of the Act, charter or other instrument incorporating the com- pany, verified in the manner which may be satisfactory to the Lieutenant-Governor in Council, together with a duly executed power of attorney, under its common seal, empowering some person therein named and residing in the Province of Ontario to act as its attorney and to sue and be sued, plead or l)e im- pleaded in any Court, and, generally, on behalf of such company and within the said Province, to accept service of process and to receive all lawful notices, and for the piirposes aforesaid to do all acts and to execute all deeds and other instruments relating to the matters within the scope of the power of attor- ney, and such company may from time to time by a new or other power of attorney, executed and deposited as aforesaid, appoint another attorney witliin the Pro\ince for the purposes aforesaid to replace the attorney formerly appointed. (8) Such notice of the granting of the said license shall be .VoUco. given forthwith by the Provincial Secretary in The Gd'.i'ffe as tlie regulations made under s^'ction 11 of this Act here(jf may prescribe. (i) The license, or any exemplifieation thereof under the Great Seal of Ontario, sliall be sufficient evidence in any pro- ceeding in any (.'ourt in this Province, of the due licensing of the company as aforesaid. (5) A company licensed as aforesaid, Miall on or befor(> the Return. 8th day of February in ever}' year during the continuance of such license, make to the Provincial Secretary a statement, according to a form approvi.'f.l of by the Lieutenant-Governor in Council for the piu'pose, containing information similar to that re<|uired under section 79 of this Act, or so nnich hereof as may be prescribed in sucli form. GU V., c. 28, s. 105 (l)-(5). Evidence of h.iviiiii been UouiiKL'd. H^ 148 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Penalty for default. (6) If a company makes default in complying with the pro- visions of the preceding sub-section, the company shall incur a penalty of $20 for every day during which the default continues, and every director, manager, or secretary of the company, who knowingly and wilfully authorizes or permits such default, shall incur the like penalty. 60 V., c. 28, s. 105 (6) ; 61 v., c. 19, s. 6. (7) The Lieutenant-Governor in Council may, by an Order in Council, to be published by the Provincial Secretary in The Gazette, and otherwise as may be prescribed by the said regu- lations, suspend, or revoke and make null and void any license granted, under this section, to any company which refuses or fails to comply with any of the provisions of this section, and, notwithstanding such suspension or revocation, the rights of creditors of the company shall remain as at the time of such suspension or revocation. 60 V., c. 28, s. 105 (7). S' Recovery of penalties. 108. The penalties provided by this Act shall be recoverable only by action at the suit of, or brought with the written consent of, the Attorney-General of the Province of Ontario. 61 v., c. 19, 8. 8. RcmittioK costs of actions for penalties. 109. In addition to the power given by chapter 108 of these Revised Statutes for the remission of penalties, the Lieutenant- Governor in Council may remit the costs of any action hereto- fore commenced for the recovery of penalties under this Act, and in case of such remission no costs shall be recoverable by the person bringing such action. 61 V., c. 19, s. 9. COMPANIES. 149 •o- ur lit he its 05 ier %e ;u- ise or id, of ch ale en io. 386 at- to- ct, by 1 o o H CO Q 65 -r of the Froiinci' uf Ontario in Council; TUE PETITION of . llnmhhj sheurth as fulloirs:- 1. Your Potitioners are ilusirous cif obtiiiiiiiig by lotturs patent, under the Orciit Suiil, a charter, under the ])ri)visii)n.s of Tim Onturio Com]Hums Alt cniistituting Your Petitioners and K\ieli otlier.'s as may become sharelioldd'H in the Company thereby created, a body cori>orate and jiolitic iin to tJ. The undertaking of tho Company will be carried on at (or from) , which is (or are) within the Province of Ontario. 7. Tlie head office of the Company will l)e at . 8. The amount of the capital stock of the Company is to be dollars. t). The said stock is to be divided into shares of dollars each. 10. The said are to be tiie provisional directors of the Company. * Add here v i proper " except tlie name ' ' and Voiir I'ctitioiiers else- where shew thai tliey liave rec.ived the iitcessarv consent in wiitiiit,' under section 10 of the said Act to tlie use of the name .applied tor." ♦ If otherwise, tlicn the interests liable to l)o so affected shall he set out at lenj,'tli by affidavit to be briefly referred to here. COMPANIES. ir.i 11. lly Hiibscribiny therefor in n Muini>mn(luin of Aj^roeiiient, duly executed, in du|iliciitu, with a view to the incorporation of the Couipiiny, Your Petitioneishavu tnkon tho amounts of stock set oiipcmite thoir roHiiuc- tive naincH, hh follows : — Putttiontirs. Amniiiit «>f Stock Hubsci'ibed ft»r. 8 $ 8 ,<< 9 1?.. !^ a 8 8 8 8 NoTB.— 1( any iMiynicTit, in cash or otherwise, lias notimlly been made liy any petitioner on his stocit, particulars thereof may be set ont here. YOUR PKTITIONERS therefore pray that Your Honour may he pleased, by Letters I'atent under the Great Seal, to yrant a Charter to Your Peti- tioners constituting Your Petitioners and such others as have or may become sutjscribers in the Memorandum of Agreement and stock-book of tho Company tliereliy created, a body corjiorate and politic for the due carrying out of the under- taking aforesaid. Anil Y'our Petitioners, as in duty bound, will ever pray. t .2 t >** o s s B Ju oi Dated at this day of 18 . GO v., c. 28, Sched. B.; Gl V., c. 19, s. 7. 152 STATUTES OF OXTAUIO AFFECTIXO MERCANTILE LAW. INSURANCH COMPANIES AND CONTRACTS. R, S. O. 1897, Cap. -lOli. An Act rospocting Insui'finco. ■I: ) ■ in I '- ■■■' a Vii-: ' 1 'V. I HER MAJESTY, b^ and with tlio advice and couHont of tliu Lo^fislative A.ssenibly of the Provini;o of Ontario, enacts as follows : — Short title. I. This Act may be cited as " The Ontario Inn urn nee Act." GO. v., c. 3G, s. 1. POWERS OF DIUECTOUS — GEXEUAL I'liOVLSIONS. {All Provincial Insurance Companies.) Application of 1)8. Sections 9!) to lO'j, inchisive, shall apply to all Provincial sijc loiirt corporations rotfistered on the Insurance Company Register. 00 v., c. 30, s. 98. The board may pass by- lawH. When by-ln\VH are not repeal- ahlL". 100. — (1) The Ijojird may from time to time malce and pre- scribe sncli by-laws as to them appear needful and proper respecting the funds and property of the company, the duty of the officers, agents and assisttints thereof, the eti'ectual carrying out of the objects contemplated by this Act, the holding of the annual meeting, and all such other matters as appertain to the business of the company, and are not contrary to law, and n \' from time to time alter and amend the said by-laws, ex' cases with regard to wliich it is provided that any such 1* sliall not be repealed, or where the repeal would afi'e' liie rights of others than the members of the company, in aii_) of which cases such by-law snail not be repealed. (2) Every by-law of tlie board shall be duly entered in the minute book, and unless and until amended or annulled by the board, or by a general meeting of the members, shall be deemed to be a by-law of the company. INSURANCE COMPANIES AND CON'THACTS. l.VJ (H) TluTc hIwiII he nit'd with the IiiHuriiucc llc^'i.stnir copii's f'>;;',!J"|;|l,°' of all hy-lii\vH tliiit iiiiiy from time to tiiiu- he iHisscd l»v lln' iiimi imn company or tlu^ board. 60 V., c. 'M, s. 100. " '""'*' lOtt. — (1) Ih(! hoard niav iH.sue dehentures or promiHMorv ""'''',""^^'* "'"> notes 111 lavor ot any pcrHon, firm, hmlduij^ Noeieiy, liankin;; or iiiichiukI oilier company, for the loan of money, and may borrow money Jll'i'I'.s'jfm''^ therefrom on sueh debentures or promissory notes for any term '""""• not exceeding' twelve months, and on siieh eonditions as they think proj)er, and may renew the .same from time to time for ;.Vnnmny io'ih' any such term, the wIkjIo of the assets, incluvoi'inage contract and such age is given t ; roneou.sly in any statement or "om'mon'but warranty made for the purposes of the contract, such contract i't'"|^"t i" 111 ," 1 -111 1 PI 1 • 1 1 aualu. shall not be avoided by reason only or the age being other than as stated or warranted, if it appears that such statement or warranty was made in good faith and without any intention to deceive, but the per.son entitled to recover on such contract shall not be entitled to recover more than an amount which bears the same ratio to the sum that such person would other- wise 1 e entitled to recover as the premium proper to the stated age of such person bears to the premium proper to the actual age of .such per.son, the .said stated age and ^he actual age being both taken as at the date of the contract. Providerl that in no case shall the amount receivabit; exceed Proviso, the amount stated or indicated in the contract. Provided, also, that where the application for and contract of Proviso, insurance expressly limit the insurable age, and where the actual age of the applicant for insurance at the date of his ■fir ; '( 166 ' Premiums." Fractional part of a year. Where ago iH by agreement tai^en as froatcr than nown ago. Error may bo adjusted be- tween insurer and assured at any time before matur- ity of con- tract. STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. application exceeds the age so limited, the contract shall, during tiie lifetime of tlie assured, and not later than five years from the date of the contract, be voidable at the discretion of the insurer within thirty days after the error in age comes to the knowledge of the insurer. (2) For the purposes of the next preceding sub-section the word " premium " shall mean the net annual premium as shown in or deduced from the H. M. Tables of the Institute of Actuaries of Great Britain, the rate of interest being taken at 4^ per cent, per annum. (3) If the error in age includes a fractional part of a year exceeding a half year, such fractional part shall be computed OS a whole year, but if the fractional part does not exceed a half year it shall be wholly disregarded in the computation. (4) When by the terms and for the purposes of the contract, the age of the person in respect of whose age the contract is taken to be greater than the actual age of such person, the number of years added to such age shall, for the purposes of the calculation provided for by this section, be added to the true age of such person. (5) Where any error is discovered in respect of any contract of insurance, or of the premium or premiums paid or to be paid upon such contract, notliing herein contained shall be construed in any way to prevent at any time before the maturity of the contract an adjustment between the insurer and the assured of the amount or amounts payable in respect of any insurance effected, or of the premium or premiums paid or to be paid. 60 V., c. 36, s. 149. Ta V ; t' )4 4 !ln \ii ' ll Insurable in- terest neces- sary to sup- port contract. Minors of fifteen years and upwards competent to efFect insur- ance on their own lives and give dis- charge. 150- — (1) In any insurance of the person, except an annuity on life, it shall be necessary for the validity of the contract that the beneficiary under the contract (being other than the assured, or the parent, or hma fide donee, grantee or assignee of the assured, or a person entitled under the will of the assured, or by operation of law), have had at the date of the contract a pecuniary interest in the duration of the life or other subject insured, provided that any otherwise lawful con- tract of annuity upon life shall not require for its validity that the annuitant has or at any time had an insurable interest in the life of the nominee. (6) In respect of insurance heretofore or hereafter, by any person not of the full age of twenty-one years but of the age of fifteen years or upwards effected upon his own life, for either his own benefit or for the benefit of his father, mother, brotlier or sistvir, the assured shall not by reason onlj' of his minority, be deemed incompetent to contract for such insurance, or for the surrender of such insurance, or to give a valid """I ■ I ff IXSURANCE COMPANIES AND CONTRACTS. 157 discharge for any benefit accruing, or for money payable under the contract. (10 V., c. 30, s. 150. 158. . . (3) Where all the beneficiaries, whether pre- Power of as- ferred or ordinary, are of full age, they and the assured may adults""' deal surrender the contract of insurance, or assign the same, either ^"^^ policy, absolutely or by way of security. 60 v., c. 3G, s. 158. IH- CONTRACTS OF FIRE INSURANCE. General j^rovisions. (All Fire Insurance ComiKinics.) 16C. Every company licensed and registered for the trans- property ,. /. n "^ • A •' . . , ",. . Mil which may be action oi nre insurance may, within the limits prescribed by insured, the license and registry, insure or reinsure dwelling houses, stores, shops and other buildings, household furniture, merchan- dise, machinery, live stock, farm produce, and other commo- dities, against damage or loss by fire or lightning, whether the same happens by accident or any other means, except that of design on the part of the assured, or by the invasion of an enemy, or by insurrection. 60 V., c. 36, s. 166. lOT — (I) Contracts of fire insurance shall not exceed the Terms ot con- term of three years ; and the insurance of mercantile and manufacturing risks shall, if on the cash system, be for terms not exceeding one year. («) Provided that contracts of mutual fire insurance by any Proviso, mutual or cash-mutual fire insurance company may be for any term not exceeding four years. (2) Any contract that may be made for one year or any Renewing shorter period on the premium note system, or for three years or any shorter period on the cash system may be renewed at the discretion of the board of directors by renewal receipt in.stead of policy, on the insured paying the required premium, or in the case of a contract on the premium note system by giving a new premium note or undertaking; and any cash payments or premium notes for renewal shall be made at the end of the year, or other period for which the premium note was granted, otherwise the policy shall be null and void. 60 v., c 36, 8. 167 ; c. 3, .s. 3. Statutory Conditions and Provisions Relating Thereto. (Binding all fire insurance contracts whatsoever in Ontario.) 168. The conditions set fortli in this section .shall, as against statutory con- the insurer, be deemed to be part of e\ery contract, (whether pa'tof every sealed, written or oral) of fire insurance hereafter entered into valii^.""''^'"' s I' .3i I. I' it I N k 158 STATUTES OF ONTAIUO AFFECTING MERCANTILE LAW. or renewed or otlierwise in force in Ontario witli respect to any jtroperty therein or in transit therefrom or thereto, and shall be printed on every such policy witli the heading Stufu- tcrt/ CdiidiCmns, and no stipulation to the contrary, or provid- ing for any variation, addition or oirission, shall be bintling on the asKureil unless evidenced in the manner prescribed by sec- tions I(j9 and 170. bO V., c, 81!, s. 108. Hov. Stilt. 1^87. c. Iti7, s. UidTl, to apply to oon- tmctM in foiTo Provided that statutory condition 17 given in section ll-t of The Uittxrio I iinwfuiu;'. Act, being chapter IC7 of The Revised Statutes of Ontario, 1887, shall, notwithstamling anything fu^assinKof herein contained, apply to contracts of iiisunmce in force prior to the LSth day of April, 1897. (JO V.. c. 30, s. 198 (3.) ?vllsrcpvesen- tati{in or oniis-ion. 8t(.itutovy C. If tile iiiHurer desircH to vary tlie said conditions, or to VarintionH omit any of tlicni, or to add new conditions, there shall be '°^* " "^^ *" ' added on the instrument of contract contaiuino; the printed statutory conditions words to the following etiect, printed in conspicuous type and in ink of a diH'erent colour. VariationH in ConcUtions. " This policy is issued on the above Statutory Conditions with the ioUowinu; variations and additions : " These variations (or (is the. case may he) are, by virtue of the Ontario Statute in that behalf, in force so far as, by the Court or Judge before whom a question is tried relating thereto, they shall be held to be just and reasonable to l)e exacted by the company." 60 V., c. 30, s. 169. 170. No such variation, addition or omission, shall, unless variations not the same is distinctly indicated and set forth in the manner or eicariy* to the effect aforesaid, be legal and binding on the assured ; '"<*"=a""i. and no question shall be considered as to whether any such variation, addition or omission is, under the circumstances, just and reasonable, but on the contrary, the policy shall, as against the assurer, be subject to the statutory conditions only, unless the variations, additions or omissions are distinctly indicated and set forth in the manner or to the effect aforesaid. Provided it shall be optional with the insurers to pay or optional with allow claims which are void under the 3rd, the 4th, or the 8th ciiUms void'' Statutory Condition, in case the insurers think fit to waive the sta'utOTy'"'" objections mentioned in the said C(jnditions. GO V., c. 36, s. 170. couditiuiw. condition^. IT I. In case a policy is entered into or renewed containing Policy Con- or including any condition other than or different from the thansuuuto'iy conditions set forth in section 168 of this Act, if the said condition so contained or included is held, l)y the Court or Judge, before whom a question relating thereto is tried, to be not just and reasonable, such condition shall be null and void. 60 V.,c. 36, s. 171. 11/8. — (1) Where, by reason of necessity, accident or mistake, J' ''|;^" proff the conditions of any contract of tire insurance on property in givtn iinouKh this Province as to the proof to be given to the insurance * company, after the occurrence of a fire have not been strictly complied with ; or where after a statement or proof of loss has been given in good faith by or on behalf of the assured, in pursuance of an}- proviso or condition of such contract, the company, through its agent or otherwise, objects to the loss upon other grounds than for imperfect compliance with such conditions or does not witliin a rea^.jnable time after receiving such statement or proof notify the assured in writing that such statement or proof is objected to, and what are the (locident, etc. or objection not made thereto, or made on otiior ground' than iion-coninli- .■nice witn condition-! ; ■ I I! I'- ! m ' '1 164 or. if full cuinpUaMco luljudged inequitable. In above cRHes liability and policy not vacated. Allowance for costs occa- Hioncd by default of plaintiff. STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. particulars in wliich the same is allefjed to be defective, and 80 from time to time : or where, for any other reason, tlie Court or Judge before whom a ([Uestion relating to such insurance is tried or in([uired into, considers it inequitable that the insurance should he deemed void or forfeited by reason of imperfect compliance with such conditions —no objection to the sulnciency of such statement or proof or amended or supple- mental statement or proof (as the case may be) shall, in any of such cases be allowed as a discharge of the liaVjility of the com- pany on such contract of insurance wherever entered into. (2) If in any action or proceeding upon a contract of tire insurance, the assured, being plaintiff in such action or pro- ceeding, has in the opinion oi the Court or Judge, wilfully neglected or unreasonably refused to furnish necessary infor- mation respecting the property for which the insurance money is claimed, and if as a consequence of such neglect or refusal the defendant company has been at expense in obtaining infor- mation or evidence, the Court or Judge may, in disposing of costs, take into consideration the expense so incurred by the defendant company. 60 V., c. 36, s. 172. H- -i IH. m rII i \4 i ill Decisions under Act subject to ordinary right of appeal. 113. A decision of a Court or Judge under this Act shall be subject to review or appeal to the same extent as a decision by such Court or Judge in other cases. 60 V., c. 36, s. 173. LOAN CORPORATIONS. 165 LOAN CORPORATIONS. F». S. O. 1897, Cap. 205. An Act respecting Building Societies and other Loan Corporations. HER MAJESTY, by and with the advice and con.sent of the Leoi.shitive Assembly of the Province of Ontario, enacts as follows ; — 1. This Act may be cited as " The Loan Corporations Act" 8hort title. 60 v., c. 38, s. 1. POWER TO LEND ON AND PURCHASE AND SELL CERTAIN SECURITIES. 11. — (1) A registered loan corporation may from time to Muyioiidon time lend and advance money by way of loan or otherwise for securities. such periods as it deems expedient on tire .security of real estate, or of the public securities of Canada, or of any of the Provinces thereof, or on the security of terminating debentures of any municipal or public school corporation, or of the terminating r. a o. \m. debentures of any society or company incorporated under the *^' '''"' Revised Statute respecting Building Societies ; or of terminat- ing debentures or debenture stock of any society or company in which under the law of the Province trustees may invest trust funds ; or may out of the funds appropriated to terminat- ing shares (if any), lend on the security of the terminating shares of the corporation itself : Provided that in the case of corporations heretofore so Proviso. authorized it shall (except as provided in section iO) be lawful to invest in and lend upon land or upon securities other than in this section mentioned. (2) The corporation may do all acts that are necessary for May do acts advancing such sums of money, and for receiving and obtain- "uciiToansmid ing repayment thereof, and for compelling the payment of all {.""ifcdies?'""^ intere.-it accruing from such sums so advanced, and the observ- ance and fulfilment of any conditions annexed to such advance, f ■:! Irk m 'i 11 f, . f 1 ''I ''I < 1 1 la i! ill ^1 i May hold certain cHtntcH niirt Intcrt'HtH in Iniid ; and may dlHpoBo of xamu. May p\irchaHO mid Hcll cur- tain Hcuuriliu.4. May «ivo dlschargefl and cxeciito all ncccHsary inHtruniuntH. '!i(?htrtof grantt'O or iiRHigncc. 106 STATUTES OF ONTARIO AFFECTINO MEHCANTIl.E LAW. and for enforcing; the fortViturt' of imy term or property con- 8e(|Uent on the non-fulHInient of such conditions, or of con- ditions entered into for delay of payment; and may take per- sonal security as collateral for any advance made. (3) The corporation may hold such reid estate as being mort- gaged or hypothecated to it, is actjuired by it for the proteftion of its investments, and may from time to time sell, mortgage, lease, exchange or otherwise dispose of the same ; and may ac(|uire, by purchase or otln-rwise, any mortgage or security of any kind whatsoever upon which it is authorized to lend or advance money, and re-sell the same, as it deems advisable. (4) The corporation may give receipts, actiuittances and dis- charges, either absolutely and wholly, or partially, and may grant or take such dee^"i|iofthiH any of the moneys autliorized to be liereafter raised or received by tiie corporation in addition to its capital for the time being, and may authorize and exerciHC all acts and powers whatso- ever, in the opinion of the directors of the corporation rtMinisite or expedient to be done or exercised in relation tliereto. (iO v., C.38, 8. 17. wr LiniiliUi to Iciaii-i stock of cor]ioru! nil an oil ion. III. — (1) No payments received by tlie corporation for or on 'Jj;""^"^!"^ account of any permanent shares or stock whatsoever, shall l)e Ktoek not u deemed to be a debt of the corporation; and no sum due to lorporaiilm; any holder of such shares or stocK, in his character of holiler vlineuH'upIln or member, by way of dividends, profits or otherwise, shall be Huth wIhuuh or deemed a debt of the corporation, payable to such liolder or iiibittd. member in a case of competition between himself and any other creditor not being a holder of such shares or a member of the corporation ; but any sum so due may be taken into account for the purposes of the final adjustment of the rights of the contributories amongst themselvevS. (2) The corporation may lend upon its own paid up per- manent stock to an amount not exceeding in the aggregate of all such loans 10 per centum of the corporation's paitl up per- manent stock ; but no such loan shall exceed 66)! per centum of the market price then actually offered for the stock, and no loan corporation whatsoever shall, after the passing of this Act, except as in this section provided, make any loan or advance upon the security of any permanent share or shares, or per- manent stock of the corporation, whether with or without collateral security. Provided, however, that any loan corporation may pass a by- Proviso. law prohibiting absolutely the loaning to .shareholders upon the security of their stock, or (subject to the limitations contained in this sub-section) a by-law limiting the aggregate amount which may be loaned on .such stock, and it shall not be lawful for any corporation to repeal either of such by-laws until the liabilities of the cox-poration are discharged. 60 V., c. 38, s. 19. BORROWING POWERS. 20. Except in so far as their borrowing powers may be ^^[oc^rpora^ deemed to be enlarged by sections 30 and 31 hereof, nothing tionsin contained in this Act shall be construed to enlarge, impair or ,u"horized diminish the duly authorized borrowing powei's of any corpor- "p<-''''^''o"' ation lawfully doing business in Ontario on the tenth day of Februai'y, 1897, and standing registered under this Act. Provided that any corporation may with the assent of the Lieutenant-CJovernor in Council (which assent shall be evi- denced by letters patent in that behalf) elect to renounce its ■ 'I ? ■ 'i 168 STATUTES Of OXTAIUO AFFECTING MERCANTILE LAW. ^ existing borrowing powors and accept those conferred by this Act, but sucli alteration of borrowing powers sliull not operate to prejudice or attoct any existing rights of creditoi's or any obligations entered into by such corporation prior to such assent. iucs"'^8-3a" °' *'^'^- Sections 28 to 39, inclusive, slmll apply to all loan corpor- ations incorporated by or having their head offices in '^)ntari(), and also to all loan corporations wliatsoever borrowing in Ontario by way of taking deposits, or undertaking guarantees, or issuing debentures, debenture stock or like obligations. GO v., c. 38, s. 2(5. ■W .; i "' Limitations of the borrowing puv. el's of curliiin corporations. Borrowing! powers of otlier corpora' ons. '^58. — (1) Unless and until the corpoiation has a paid-up, un- impaired, permanent and non-withdr.'wable capital of at least SIOO.OOO, or (being constituted with oint stock capital) has a subscribed permanent stock of at lea,' t S300,000, on which at least 8100,000 has been actually paid and is unimpaired, no corporftion established after the 31st day of December, 1877, shall rei'.eive deposits, or l)orrow, receive, take or retain other- wise than in respect of stock and shares of the corporation any sum of money from any person or persons ; and the paid in and subscril)ed capital of the corporation sltall be liable for the amount so borrowed, received or taken by the corporation. (iO v., c. 38, s. 27. (2) Where a corporation standing registered under this Act has a paid-up, permanent, non-withdrawable and unimpaired capital of not less than 8100,000 or (being constituted with joint stock capital) has a subscribed permanent stock of at "least 8300,000 on which tit least 8100,000 has been paid and is unimpaired, the directors, pursuant to powers conferreel in that behalf by any by-laws or rules of the corporation passeel at auy general meeting having due notice of such proposed b^-- laws or rules, may from time to time, borrow money on belialf of the corporation at such lawful rates of interest, and upon such terms as they from time to time think proper : and the directors may for that purjiose, subjt^ct as herein- after provided, receive money on loan or on deposit (either than and in addition to mone}' received in respect of stock ind shares of the corporation) : and maj'^ for that purpose issue elebenture stock, au'l terminable debentures, bonds and other obligations, as v. ell as execute mortgages under the seal of the corporation, for sums of not less than 8100 eacli : or may assign, transfer or deposit by way of et(uitable mort- gage or otherwise, for tiie sum so borrowed, any of the documents of title, deeds, muniments, securities or propt'rt\' of the corporation, and either with or without power of sale or other special provisions, as the directors deem expedient. GO v., c. 38, s. 28. LOAN COIU'OUATIONS. 1G9 BORHOWING BY WAY OF DEPOSITS, DEBENTURES, OH GUARANTEE. 'rJJ>.— (1) The corporation shall not, without the express UpccivinK / 1 1 1 1 1 ■ L 1 • 1 • Miuiiey oil consent or the .sliarelioluers given at a <;-eneral nieetnii;' navnig deposii. due notice of the proposal, receive money on deposit, otherwist; tiian in respect of shares or stock of the corporation; and when money is otherwise received on deposit, the same shall, for the purposes of this Act, be deemed to be money bori-owed by the corporation ; and with lawful interest thereon as ajireei], shall be repayable by the corporation either at a time certain, or upon notice not being less than thirty days (unless notice, or such notice, is waived), as may have been agreed upon. (2) The amount to be received by any coi'poration entitled '',',','^',};'}'""'"' as hereinbefore provided to receive deposits shall not at an}' ricoiyabicori time exceed the aggregate amount of the then actually paid ' ^'^""'' ' up and unimpaired permanent capital, and of its other casi actually in hand or deposited by it in any charterer cent, has been paid. (3) In event of any corporation incorporated before the 4lh EniarKo.i bm-- day of May, 1891, availing itself of the provisions of this Act, m)"ilMin'i"i'''" or anv Acl of the Province passed after the 8rd (lav of ]\Iay, ;}'','' ;;i',';',:,V'' i ^ ^l ^ 11/' (H.'DCIUUlC IcSOl, to enlarge its powers ot borrowing money by deiientuivs, iioUieiv. nothing herein contained .shall be construed as attecting or in any wise impairing the rights of the holders of debentures issued by such corporation. (4) If the corporation borrows money both by way of de- whoip eoipo bentures oi' other securities, or I)}- guarantee and also by way j,',\Vhl'i'"si.'!!"'' of depo,sit, such corporation shall, in respect of deposits 'j'''^"-.""' o" received, comply with section 29, and furthermore the aggre- gate amount of its total borrowing shall not at an time exceed the amount of the principal moneys remaining unpaid on securities then held by the corporation, nor shall it exceed thrice the amount of the then actually paid-up and unimpaired 170 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. Liabilities of borrowing lurporiition not to exceed iiiortKagcs. permanent capital of the corporation : but the amount of casli then jictnally in the hands of the corporation, or standing dept)sited by it in any chartered bank, or botli, sliall be deducted from the agfifregate amount of the liabilities which the corporation has then incurred, as above mentioned, in calcnlatini,' the ag<^regate amount for the purposes of this sub-section. (iO V., c. 38, s. 30. lit. Tlie total liabilities of the borrowing corporation shall not at any time exceed the amoinit of principal remaining un- paid on the mortgages then held by the corporation, but in estimating the said liabilities, the amount of cash actually in the hands of the corporation, or deposited in any chartered banic of Canada or of Great Britain shall be deducted there- from. «0 v., c. 38, ,s. 31. Deduction to ;»•> ^n loans or jidvances bv a corporation to its share- be mane in . (. 1 • eFtiinating iiolder.'. upon tile security ot tlieir permanent stock shall be deducted from the amount of paid up capital upon which the corporation is jiuthori/ed to borrow. GO V., c. 38, s. 32. the paid-up capital. iKsiiing de- benture stock. BORROWING BY DEBENTURE STOCK. :?3. Subject to sections 29, 30, 31 and 32, the directors of any registered loan corporation, such as is mentioned in sub- section 2 of section 28, may, from time to time, with the con- .sent of a majority of the shiuvholders, present in person or represented by proxy, at .i general meeting called for such purpose, and having due notice of the proposal, issue debenture stock, wliich shall l)e treateil aiiR.S. 54. A mciiilu'r of, or investor in, oi" depositor with any loan corpoi'iition l.tiving a sum of money in the funds thereof not (■xeeeinted. 176 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. 1} 'jI in .lircctioiis nj 9. The members of the company may, at any meetini', pass to (IiHposal of , ^. , ,. ..^ ,S i-*^ •! ^ 1 i !• property of the any resolution or order, du-eetini^ the htiuulator how to dispose li^uuiutionf oi tlie property, real or personal, of the company ; and in default of their doin^ '-to, the li(iuidator shall be subject to the directions, orders and instructions which he from time to time receives from the inspectors, if any, with regard to the mode, terms and conditions on which he may dispose of the whole or any part of the property of the company. R. S. O. 1887, c. 183, s. 8 (8-9); 53 v., c. 49, s. 1. GENERAL POWERS OF LIQUIDATORS. Description €111(1 general Bring actionB. Carry on busi' MOSS. Sell property. Sale of debts. 9. The liijuidator may be described in all proceedings by the po«wonu!ni- style of '' A.13., the litjuidator of " (fhe particular comi>aiiy in rtator. rrsprct of irhich he, in appointed), and shall have power to do the following things : 1. To bring or defend any action, or other legal proceeding in the name, and on belialf of the company ; 2. To carry on the business of the company so far as may be necessary for the beneficial winding up of the same ; 3. To sell the real and personal property of the company by public auction or private contract, according to the ordinary mode in which such sales are made, with power to transfer the whole property to any person or company, or to sell the same in parcels, and on such terms as shall seem most advantugoous; but no sale of the assets en hloc shall be made without the previous sanction of the contributorics given at a meeting called for that purpose ; R. S. O. 1887, c. 183, s. 9 (1-3). 4. And in case, after having acted with due diligence iu the collection of the debts, the liquidator finds that there re- main debts due, the attempt to collect which would be more onerous than beneficial to the estate, he shall report the same to tlifc members of the company or inspectors (if any) ; and with their sanction, he may sell the same by public auction after such advertisement thereof as they may order; and pending such advertisements, the liquidator shall keep a list of the debts to be sold, open to inspection at his oflice, and shall also give free access to all documents and vouchers explanatory of such debts ; but all debts amounting to more than S?100 shall be sold separately', except as herein otherwise provided ; R. S. O. 1887, c. 183, s. 9 (4) ; 53 V., c. 49, s. 1. 5. To draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the company ; and to raise upon the security of the assets of the company, from time to time, any requisite sum or sums of money ; and the drawing, accepting, making or indorsing of such bill of exchange or promissory note on behalf of the companj-, shall have the same efi'ect, witli respect to tlui liability of the com- pany, as if such bill or note had l)een drawn, accepted, made Draw, etc,, bills and notes. , I! : : ■( M- 1 ■ r WINDING UP COMPANIES. 177 Tnkooiitlot- tL'iN of inliiiin- iHtriitioii to rtei't'iiHed con- tribiitoricH and coUoct (lebtfi. or iiulor.st'd by or on bi'half of tlio company in tho courso of carrying on tho l)iisiness tliereof ; 6. To take out, if nocossary, in his official nanio, h'ttors of administration to any ditcoasL'd contributory; and to do in his official name any other act which may be necessary for obtain- injf payment of any money due from a contribtitory oi- from liis estate, and which act cannot be conveniently done in the name of the company; and in all cases where he takes out let- ters of administration, or oth'^rwise uses his official name, ft)r (jbtaining payment of any inoney due from a contributoiy, such money shall, for the purpose of enabling him to take out such letters or recover such money, be deemed to tje due to the lif|uidator himself ; 7. To execute in the name of the company all deeds, receipts and other documents ; H. And to do and exercise all other acts and things that other things, may be necessary for the winding up of the attains of the com- pany and the distribution of its assets ; and for fnich purposes to use when necessary the company's seal. E. 8. O. 1887, c. 183, s. 9 (5-8). Kxeculc deeds. C'oinpany'M seal. ny; my. and lof lall om- lade 10. — (1) The liquidator maj' fix a certain day or certain days Time tor crcdi- on or within which cieditors of the company and others having ihuinsmay be claims thereon are to send in their claims. fixed. (2) Where a liquidator has given such or the like notices of Liquidators may distribute assets after expiration of time lixed. the said da3^ as in administration proceedings, would be given Vjy the Higii Court, for creditors and others to send in to an executor or administrator their claims against the estate of a testator or intestate, the liquidator shall, at the exiiirntion of the time named in the said notices, or the last of the said notices, for sending in such claims, be at liberty to distribute the assets of the company, or any part thereof, amongst the parties entitled thereto, having regard to the claims of ^\•hich the liquidator has then notice; and the liijuidator shall not be liable for the assets, or any part thereof, so distributed to any per.son of whose claim such liquidator had not notice at the time of distributing tlie said assets, or a pait thereof, as the case may be ; but nothing in this Act contained, shall prejudice tho right of any creditor or claimant to follow assets into the hands of the person who may have received the same. R. S. O. 1887, c. 183, s. 10. [As lo Prioi'ity of Wojjcs or Snldry, .sw <.'. l-'O, sec. -A] 11. The liquidators may, with the sanction of an extraor- Arrangements dinary resolution of the company, make such coJiipromise or fhorized^witii other arrangement as the liquidators deem expedient, with creditors, any creditors, or persons claiming to be cred'tors, or persons having or alleging to have any claim, pi-esent or future, certain 13 mi [ "hi tit tl 178 STATUTES OF ONTAIUO AKKECTtVO MEUCANTILE LAW. or CKiitiiif^cnt, n.sci'rtiiined or soundinif onl}- in (liunagcH, iinrainst tlif company, or wliert-l)}' the company may In- rcndrri'il liahli". R. S. O. 1887,0. 183, s. 11. Power to coin- VZ. Till! litiuitlators nia\', witli the sanction of an cxtraoi- rtobtoPH ami ;es, sulwistinj; or supposed to subsist between the company ami any contributory or other debtor or person apprehendini^ liability to the company, and all questions in anyway relatini,' to or artectin;^' the a.s.sets of the company or the windini^ up of the company, upon the Tftke Hccurity. receipt of such sums, payabh,' at such times, and j^enerally upon such terms, as may be agreed up(jn ; with power for the li(|uida- tors to take any security for the di.schari^e of such debts or liabilities, and to trive a complete di.scluirf^e in respect of all or any such calls, debts or liabilities. R. S. O. 1887, c. 183, s. 12. Power to no- c(!pt Hlinrun, etc., UH a con- Bidoratioii for 8ivle of proper- ty to another coinpuny. Salo or ur- ruiiKi'iiieiit by li(iui(lat(irs biiuliiiK miles.' a iiietubui' ob- jects. Proooc'diiiKs on objocliun. Hi. — (1) Where a company i.s propo.sed to bo or ia in the course of being wound up, and the whole or a portion of its business or property is proposed to be transferred or sold to another company, the litpiidators of the first mentioned com- pany, with the sanction of a special resoUition of the company l)y whom they were appointed conferrinjf either a jreneral authority on the li<|uidatoi\s, or an authority in respect of any particular arrangement, may receive, in compensation or in part compon.sation for such transfer or sale, shares or other like interest in such other company, for the purpo.se of rii)rlo rt'MO- to or concurrently with any resolution tor wimnnjjf up tlie |„iiuii to wind company, or i'or appointinj^ liquidators. "''■ (4) The price to be paid i'or the purchase of the interest of Jo'j.'iiji'.'.Vi;;!^''' any dissentient member may be determined by agreement; but iminbur. if the parties dispute about the same such dispute shall be settled by arbitration. (5) For the purposes of the arbitration the li(iuidator shall *Jj|fi^,"',rfg"' appoint one arbiti'ator, and the dissentient member shall appoint another, and the two arbitrators thus chosen (or in case Arbitmiion. they disagree, the County Judfje) shall appoint a third arbi- trator. (6) The arbitrators thus chosen or any two of them, or the ,^[,\'|,',lj"','iy|^.° arbitrator of one party and an arbitrator appointed by the (ii^puus. County Judge (in case of the refusal or neglect of either party to appoint an arbitrator) shall finally determine the matter in dispute. (7) In case of the disagi'eement of two arbitrators, where two t'niiiirc. only are acting, they may appoint an umpire, whose award shall be conclusive. R. S. O. 1887, c. 183, s. 13. LIABILITY OF CONTRIBUTORIES. iqui- 1 the ect to being esolu- either issent to the of the meet- entient owing !•((/) to to pur- a price h pur- .1, and 14. — (1) As .soon as may be after the commencement of the Li<|iiirtaiors winding up of a company, the liquidator shall settle a list of of comdbu- contributories. torios. (2) Every shareholder or member of the company or his i].'jiJi'i'i|'?}„''''^ I'epresentative is lial)le to contribute the amount unpaid on his contributo. shares of the capital, or on his liability to the company or to its members or creditors, as the case may be, under the Act, charter, or instrument of incorporation of the company ; and the amount which he is liable to contribute shall be deemed assets of the company, and to be a ilebt due to the company paj^able as may be directed or appointed under this Act. (3) Where a shareholder has transferred his shares under ^''V'^f"}"';"'^. circumstances which do not by law free him fi-om lialiility in siuuohuMcr. '* I'espect thereof, or where he is l)y law liable to the company or its contributories or any of them, to an amount beyond the amount unpaid on his shares, he .shall be deemed a member of the company for the purposes of this Act, and shall be liable to contribute as aforesaid to the extent of his liabilities to the company or the contributories independently of this Act, and the amount which he is so liable to contribute shall be deemed assets and a debt as aforesaid. IMAGE EVALUATION TEST TARGET (MT-S) h :a 1.0 I.I 1.25 IIM Z2 M 1.8 U II 1.6 6" V] <^ /i •a ^>r^ 7 ^ Photographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, NY. 14580 (716) 872-4503 U.J. \ ♦' k 180 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. t'oiitribulorlcs liiiblo in a ro- prcKoiitntlvo tharoc'terlobo dlHtiiiKuirihud in liNt. When real rcprcHcnta- tlvcH nov\.m\ shall, s(> far as is pmcticable, state the respective addre.s.ses of, and the number of shares or extent of interest to be aitr/juuvl i<. each such contributory, and distinguish the -,AVf»^'i cliiH- • ' * coj.i.ributories : and the list may fnnii time to tiiiw. by . A the Judge, be varied or mlded to by the !iq\.uliit'>r. (2) Upon the list of contributories l)eing left at the chambers of the Judge, the liquidator shall obtain an appointment for the Judge to settle the .same, and shall give notice in writing of the appointment to every person included in the list, and stating in what character, and for what numlier of sliares, or intercot, such pei"son is included in the list; and in case any variation in or addition to the list is at any time made by the liquidator, a similar notice in writing shall be given to every person to whom the variation or addition applies. All such notices shall be served four clear days Ijefore the day appointed to .settle such list, or such variation or ae powers and dutitis (as nearly as maj' be), as in correspond- ing cases under the said Act. R. S. 0. 1S.S7, c. 183, s. 18. by LIQUIUATOUS DUTIES. ill. — (1) No li(inidator shall employ any counsel, or .solicitor, without the consent of the inspectors, or of the members of the company. R. S. O. 1887, c. 183, s. 19 (1): 53 V., c. 4!), .s. 1. (2) No liijuidator or inspector shall purchase, directly or indirectly, anj' part of the stock in trade, debts or as.sets of any description of the estate. (3) The li(|uidator slmll deposit at interest in somt; chartered bank to be inilicated by the inspectors or by the Court, all sums of money which he mav have in his hands, belongiiii: to the company, whenever such .sums amount to SIOO. (4) Such deposit shall not be made in the name of the lii|ui- dator generally, on pain of dismissal: but a separate deposit account shall be kept for the company of the moneys be"(jnging to the company, in the naiae of the licjuidator as such, and of the inspectors (if any): and such moneys shall be withdrawn only on the joint checjue of the liipiidator and (me of the in- spectors, if there be any. R. S. O. 1887, c. 183, s. 19 (2-4). (.5) At every meeting of the members of the company, the lii|uidators shall proiluce a bank pass-book, shewing the amount Kiniiluyinent of cuunsul. Lii|»>(l>itoi>s or Iiispet'lorM not tu purclmsu ns'iots of uunipaiiy. Deposit in blink by li(|uicliitois. .Supii rate de- posit ac'oount to be kept ; willidrawal fi-uia uccounl. Liquidator to produce bnnk pass book lit uiuetings, etc. 182 STATUTES OF ONTAIUO AFFECTING MERCANTILE LAW. Liquidator tu prod (ICO banl( paHK buol< when ordvrod. Liotiidator iinu iiiHpuctor to be Hubjuct to Muiiiiiinry .iurixdiction of ( 'ourt. Obedience liflw enforced. Costs and ex- penseH. of deposits madu for the company, tlie dates at which the deposits were made, tlie ainountfl withdrawn and dates of such with- drawal ; of which production mention shall be made in the minutes of the nieeting, and the absence of such mention shall be jtrimu facie evidence that the pass-book was not pro • liquidator. by the company, occurs by death, resignation or o^urwise, a general meeting for the purpose of filling up the vacancy may ! ( (I WINDING Ur COMPANIES. 183 Ooiioml i^iovt- iiiKH (luriiiK winding u]!. Annunl meet- illKH. be convunt'il by tlie continuing liijuidatoi's, -f any, or if none, then by any nieinbor of the company. R. S. O. 1887, c. 183, s. 22(1); 53 v., e. 49,8.3. (2) The liquidators may from time to time, during the con- tinuance of the winding up, summon general meetings of tlie company for the purpose of obtaining the sanction of tlie company by special re.solution or extraordinary resolution, or for any other purjj' posted at least ten ilays liefore the day on which the meeting is to take place, the post- age being prepaid by the li(|uidator. (H) No member of the company shall vote at any meeting voting to be unless preseat personally, or rei)resented by some person by'iTroxy.*"^ having a written authority (to be filed with the li(juidator) to act on his behalf at the meeting, or generally : and when a poll is taken reference shall be had to the number of votes to Scale of votes. I.inuldfttoiN to cnll rnfutiuKx of niuinlH.-r.s of conipiiny. .SiibsiMiuvnt nioctin|{-<. Where incct- inKM to bo held. 12 V 3 111^ A|)|llier is entitled b}- the Act, cluirter or iuHtru- inent of incorporation or the rojjulations of the company. R. S. O. IHHI, c. 188, H. 22 ((5-8) : .-).•] V., c. 49, s. 2. ASSISTANCE OK THE COrUT. *4^. — (1) The li(|uichitois or any nieinlK'r of the company may apply to the Court to determine any ([uostion ari.sinri)nii facie entitled. Iff'! WINDING VV COMPANIES. 18S O. dt'lUM', CXCCliI iiH til leal I'slalc of (lu CfllSClt. (7) Tlic Court limy make an order on any contributory for ",';i|f,''ifyco'I?' the time lH.'inj( Hettled on the list ol" contrilmtories, directing iriimtorifi. payment to Imj made, in manner in the order inentionetl, of moneys due from him or from the vnU te of the person wliom he representH, to tlie company, exchwiM of moneys which he or tlie estate- of tlie person wiiom he reju'esents may l>e liable to contribute ])y virtue of any call made or to l)e imide by the Court in pursuance of this Act. (8) 'J'he Court may order any contributory, i)urchaser or Power lo other person troin wliom money w due to the company to pay tntoaiuuik lo the same into any l>ank appointed for this purpose in any iyrti,'.""i'i,',',ui general order made under this Act, or in default of such bank 'I'l'"'- into a Ixink named in the order or into a branch of such bank, to the account of the official Ii<|uidator instead of to the official li((uidator, and the onler may be enforced in the same manner as if it had directed payment to the official li<|uidator. (9) An order made by the Court in imrsuance of this Act 0"i'r <>iu'on. ^ ' ., 1 II 1 • ' I • . I • Iribiilory Id bo upon any contnnutor sliall, suhject to the provisions lierein loiuiu^iviivi- contained for appoalin<^ against such order, be conclusive evi- " " dence that the mom-ys, if any, thereby appearing to !« due, or ordered to be paid, are due; ami all other pertinent matters stated in the order are to be taken to lie truly stated, as against all persons, and in all proceedings whatsoever, with the exception of proceedings taken against tlie real estate of any deceased contributory, in which case 'he order shall only be pri)nii fiicif evidence for the purpose of charging his real estate, unless his heirs or devisees were on the list of contribu- toiies at the time thu order was made. (10) The Court maj' make such order for the inspection by inKPeciionof the creditors and contributories of the company of its books and papers as the Court thinks just: and any liooks and pajjcrs in the possession of the company may be inspected in con- formity with the order of the Court, but not further or other- wise. (11) The Court may, at any time after the commencement of Kxamiimiiim the winding up of the company, summon to appear liefoie the fori' t min m- Court or li(|uidator any otHcer of the company, or any other '"'"' """' per.son known or suspected to have in his possession any of the estate or effects of the company, or supposed to be indebted to the comi)any, or any person whom the Court may deem capalile of .giving inftjrmation coneerniii'^ the trade, dealings, estate or effects of the company ; and in case of refusal to appear or answer the (|uestions submitted, he may lie committed and punished by the Judge as for a contempt. (12) The Court may reijuire aiiv sucli officer or person to I'rfHiuiiioi produce any books, papers, deeds, writings, or other documents in his custody or power relating to the company. (Ill of ,H li! si) '■i. 4 •* i 'J ; .'v 1 '-■>: i 'if .5'. ■ ■ii- l< l8t\ 186 Penalty on pcivon rium- inonui't not at- tending, Modo of ex- iuniniitiun. SubpoenaH. Liens STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. (13) If any person <*o summoned, after l)eing tendered the fees to which a witness is entitled in the County C«nirts, refuses to come before the Court or liouidator at the time appointed, having no lawful impediment, the Court may cause such person to be apprehended and brought Ijefore the Court or liquidator for examination. (1+) The Court or li<|uidator may examine, upon oath, any person appearing or Ijrought Ix-fore them in the manner afore- said, concerning the affairs, dealings, estate or effects of the company, and may reduce into writing the answers of every such person, and re»|uire him to .subscribe the same. (15) In any proceeding under this Act, the Court may order a writ of mihinfi^n nd ti'stip('rs of the company present at the time and place so ?esoiut"ii°? ° fixed, may approve, rescinS COKlH. Appeals. Si'fiirlly for 1)1 iiiU-iil of llplH'lll. JiidKiiiciit lliial. Powers of Coiirl to l»u ill addition to other powei^. HIATITES OK ONTAHIO AFFECTINO MEUCAXTILE LAW. (3) III C)is«! of tlu' Hpplicntion huinjj refuse^l tlit- party ftpply- iiij; .simll pjiy all nwtN itt'caHioiicil thtTfliy, aii'l in other cascH tilt' costH anf Appeal, or to any oiu? of the ihul^oH of the saifj Court; hut any appeal U) a sinj^le Jufl;;e may, in liis discretion, be referred, on a special case to Ite settletl, to tl>e full Court, and on such terms in the meantime as he may tliink necessary and just. (2) No such appeal shall he entt-rtaineil unless tlie appellant has, within »'i;;ht ecn made for suy of pro- winding up a cttmpany, may, upon the application by motion "*''*' "**"■ of any contributory, and upon pro<^>f to the .satisfaction of the Court that all proceedings in relation to the winding up ought to be stayed, make an t)rder staying the same, either altogether or for a limited time, on such terms and subject to such con- ditions as the Court deems tit. R. S. O. 1887," c. 183, s. 33. 34. The rules of procedm-o for the time being as to amend- UnicHof pro- luents (jf pleadings and proceedings in the County Court shall ordiimrj chsom, as far as practicable, apply to all pleadings and proceedings *-"'*••'" "pi''>- under this Act; and any Court or li({uidator before whom such proceedings are Ix'ing carried on shall have full power and authority to apply the appropriate rules as to amendments to AniendnicntM. the proceedings so pending before him; and no plea Oto. STATUTES OF ONTARIO AKFECTINO MEncANTILK LAW. •lA. In fvury petition, applicution, iiiotion, or otht'i- i)|<-uilin^ or prfKM'cdiiijr uiulcr this Act, tho partit's may Htiite tin." I'licts upon which they ivly, in plain and concisi- langua;rt> : an ' '91 Amdn\iiH. ;m. — (1) Any affidavit, affirmation or declaration retiuired to before whom , i i^i •• i?ii p sworn. be sworn or made under the provisions or tor the purposes or this Act, may be sworn or made in Ontario, before the lifjui- dator, or liefore any li(|uidator, Judjje, notary public, commis- sioner for takinu c«»iupi>ny iliHpostMl of; iiinl tlioruupon tht-y hIihII cull a ^ent>ral iiieutiii;; of the coni|>niiy for tli*> puriMwe of luivini; tho account laid l)efort3 tlieiii, aixl lioariii;; any explana- tion tliat may Itf^^ivon l)y the* lii|iiiilatorM ; tlui UH'i-tinj; hIwiII bo called by advi'i'tisoniont, Hpucifyinjj the time, jilaco and ohjuct of such meeting;; and the advurtiHenient bhall he publiNhed onu month at least jireviously thereto. (2j The liijuidator Hhall make a return to the Provincial },'/,'|'{'|[," "', Secretary of Huch meeting liavin); l)een held, and of the date at iiiohiiiikioIm; which the same wan held; which return Hhall Ik; tiled in the vilioi'il.sucie- office of the Provincial Secretary; and on the expiration of ''"■>• three months from the date of the tilinj; oi such return, the company shall Iw deen>ed to Ijc dissolved. K. S. (). 18«7, c. lH\i, iomlwny?" °' s. 40. Onlcr (or diHHUlUtlUII. 41. Or whenever the uHaii*H of the company have ^K.'on com- pletely wound up, the Court may make an order that the con>- pany Ije dissolved from the date of such order, and ^he company shall (je dissolved accordinffly ; which order .shr' I lie reported 'V.'.'uiii", .I'V' by the li(|Uidator to the Provincial Secretary. K. S. U. IHhi, ury. c. 1«3, . U 48. If the liquidator makes default in transmitting to the I'V/,','},','/ ,5'," I'mvincial Secretary the return meiitionetl in .section 40, (jr in rti«iriiiiKi)y reportinj' the order (if any) declaring the company dissolved, il','l',l!!l!;I!Ii"'" he shain)e liable to a penaltj' not exceeding S20 for every day '«)'"«•"• during which ho is in default. R. S. O. 1HH7, c. 183, s. 42. 43. All dividends deposited in a Iwink and remaining an- I'/iXhi'il"" °' claimed at the time of the dissolution of the company, shall be 'IIvIiUiuIh. left for three years in the bank where they are deposited, and if still unclaimed, shall then be paid over by such bank, with interest accrued thereon, to the Trea.surer of ( )ntario, and, if afterwards duly claimed, shall Ik; paid over to the persons entitled thereto. R. S. O. 1887, c. 183, s. 43. 44. — (1) Every liquidator .shall, within thirty days after the !,'''''|'|',',' ,''> date of the dissolution of the company, deposit in the bank aficrdUHoiii- appointed or named as hereinbefore i)ro\idt'd for, any other wu ii'^Hori''^^* ^ money belonging to the e.stote then in his hands not requireil •^tatoniom. for any other purpo.se authorized by this Act, with a sworn statement and account of such money, ani- bility a,ri to custody of bookx, etc., to CfttSC. (3) Where a company has been wound up under this Act and is about to be dissolved, the books, accounts and documents of the company and of the linuidators may be disposed of in such a way as the company by an extraordinary resolution directs. (4) After the lapse of Hve years from the date of sucli disso- lution no responsibility shall rest on the company or the liqui- dators, or any one to whom the custody of such books, accounts and documents has been committed, by reason that the sanie or any of them are not forthcoming to any party claiming to be interested therein. R. S. O. 1887, c. 183, s. 44. RULES TO CARRY OUT ACT. r°unt°Jud 8 '**^' — ^^^ "^^^ Board of County Judges from time to time to make rules shall make and frame and settle the forms, rules and regulations "oprweodings to be followed and observed in proceedings under this Act, and and coHtH, etc. gJiaH make rules as to the costs, fees and charges which shall or may be had, taken or paid in all such cases by or to solicitors or counsel, and by or to officers of Courts, whether for the officers or for the Crown, and by or to sheriffs, or other persons whom it may be necessary to provide for, or for any service performed or work done under this Act. Allowance or (2) The Board of County Judges or any three of them, shall by*'t'ourt"ot'" Under their hands certify to the Chief Justice of the Court of Appeal. Appeal, all rules and forms made under this Act, and the Judges of the said Court (of whom the said Chief Justice shall be one) may approve of, disallow, or amend any such rules or forms ; and the rules and forms so approved of (with or with- out amendment, as the case may be) shall have the same force and effect as if they had been made and included in this Act. Practice till allowance of rules, etc. (3) Until such forms, rules and regulations are so approved and subject to any which may be approved, the practice under this Act shall in cases no* hereinliefore provided for, be the same (as nearly fis may be), as under the Insolvent Acts for the time being in force in this Province. R. S. O. 1887, c. 183, s. 45. -i!- Application of foil llowing scctionw. Authority given by special resolution. DISTRIBUTION OF ASSETS OR REDUCTION OF CAPITAL. 40. The following sections of this Act shall apply to every company whose incorporation is under the authority of the Legislature of Ontario, where the shareholders or members of the company are entitled to the profits of the business of such company. R. S. 0. 1887, c. 183. s. 46. 41. Where a company has passed a special resolution authorizing any of the acts hereinafter allowed, the directors and officers may act in accordance with the terms of such reso- lution, subject to the following provisions of this Act. R. S. O. 1887, c. 183, s. 47. "7^ WINDING UP COMPANIES. 19.'} 48.— (1) The company may by such resolution direct thut J//:f;;|,\',',°;;,/'''' procoeUii. ilebts of the company, (2) Or may, by such resolution, «liroct that proceedings be taken to reduce the capital : ((t ) Either by paying oft" the shares of sucli persons as may elect to be paid oft" at a rate fixed by the reso- lution, or to be determined in accordance with a plan therein specified ; (h) Or by paying off a certain fixed proportion of all the shares. (3) This section shall not apply to a company the capital of which is not divided into shares. R. S. 0. 1887, c. 183, s. 48. 4t>. — (1) the company shall thereupon give notice (Foi'm A) Notice of of the resolution in the Ontario Gdzettc, and in some news- ""'°'""'"' paper published ji the City of Toronto, and in some other newspaper published where the chief place of business of the company in Ontario is situate, if any newspaper is published in such place. (2) The notice shall also state that after some day to be therein named, and which shall not be earlier than three months from the first publication of the notice in the Gdzctfc, the company will act upon the resolution. (3) The notice shall also call upon all creditors of the com- pany to file their claims against the company forthwith, whether such claims are or are not then due. (4) Where the company has no place of business in Ontario, or its chief place of business is in Toronto, it will be sufiicient if the notice is published in the Gtizeltc and in one Toronto newspaper. (5) The notice shall be published in the Gazette and in each of the said newspapers (where publication in more than one is required) at least six tiiiR's during the said peril m1 of three months, and in computing such six times, no two publications which occur in the same week shall be counted. II. 8. O. 1887, c. 183, s. 49. 50. Upon the arrival of the day appointed, or so soon there- Whomc-io- after as conveniently may be, the officers of the company may can'led'inio''^ act in accordance with the terms of the resolution : provided eifoct. (1) either that the company has no creditors, and a statement (Form B) upon the oatli or sole.iui afiirmation of the chief executive ofiicer and of the treasurer (jf the company stating their belief of this fact, is filed with the Clerk of the County 14 194 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. i!^: or District Court of the county or district wlu!rc the chief ottice of t!ie company is situated ; (2) or the consent of the company.; creditors to tlie resohitions l)ein<^ acted upon has been procured in writini^, and a statement under oath or solemn aHirmation of the said officers, containin<( the particu- lars set forth in Form C, is tiled with the clerk. 11. S. U. 1887, c. IS.-i, s. 50. f V i i hi! ! 4 Liability of 51. No ollicer of such company shall make or authori-:e any ililyiuri/iH payment hy virtue of such resolution until one or (jther of the itiipr iMiiy ,i;.,i,i statements has been tiled as aforesaid, or without the i.soiuiiuii. consent ot eveiy creditor t)i the company, so lon<( as to Ins kn(-'vle<. at. When the capital «»f the company has become impaired, and the shareholders pass a special resolution to reduce the par value of the .slinres of the company, the shares shall thereupvm be rcfluced in accordance with the terms of the re.solutitai, pro- vided that thi^ iH'solution shall not in any wise aft'ect the amount still remaining payable upon the shares, but the same amount shall, except as to a double or other additional liability, c-)ntinue to be payable in respect of every share as if such resolution had not been passed: and in case by virtui- of the chartci" or Act of incorporation of the company or of any WINDING UP COMPANIES. 195 general or other Act affecting the same, a double or other additional liability is cast upon the shareholders, the same pro- portionate liability shall continue, that is to say, if the liability was a double liabilit}', the shareholders shall, as to new credi- tors, be liable for double the amount of the stock at its reduced value, and in like manner for any other proportitm, but in respect of persons who ai'e creditors at the time of the reiluction, the liability of the shareholders shall continue as if such reduc- tion had not taken phice. R. S. O. 1887, c. 183, s. 54. S.I. Where a reduction is had under the preceding section, a ?^oticoof p 1^ TA 1 11 1 1 !• 1 1 1 1 rertiiction of notice thereoi (borm D) sliall be published at least once a week par value of for six weeks in the manner hereinbefore provided in section ''"*'^"''' 49. R. S. 0. 1887, c. 183, s. 55. 50. Where a company, acting under the provisions of this where capital Act, has reduced its capital, every advertisement, circular or tii^emcntHof other document thereafter issued by the company, or any of its stHt'eKame'as officers, containing a statement of the capital of the company reduced, .shall state such capital at the amount to which it has been reduced. R. S. O. 1887, c. 183, s. 5G. SCHEDULE. FORM .\. lany rt of lired, e par •upon pro- the same )ility, such if the any [Sctiim 49.] Notice is hereby given that the [inacvt nnme of compan]/] has, by a sjiecial resohition passed by the sharuhi )lclei's of the said company, resolved to [sd out the SKbstmKe of the resolntioit]. The company will act upon the said resolution upon tlie day of next. All creditors of the company are hereby refpiired to file their claims against the company forthwith, whetlier or not such claims are now due. A. B., Secretary. Date, etc. R. S. 0. 1887, c. 183, Form A. FORM B. [Sections 50 and 53, First Method.] I, A. B., of the in the County of make oath and say [or solemnly aflirm, as the case nmy require], 1. I am the [here insert title <'/".//ict] of the [name of eompctnii.] and I am the Chief Executive Oilicer of the sfvid company, and, as such olfioer, have the supervision and luanageinent of the business of the said company. !!)<> STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. 2. I verily l)oliovc the snid coninnny is not indubtod to nuy person or persons, or to any company, nssociution or corpoiiitioii whatsoever, and I vorily believe that no person, coniiutny, association or corporation has any right of action whatever against the said [nntne of ounixtny]. [/n the rase of insurance or (iiianintee companies, or other company carry- ing on business of a like mitnre, the follounng paragraph is to be added: 3. Everj' policy, and every instrument having the ofi'ect of a policy given by the said company has expired or been tenninated. Sworn, etc. N.B. — 77n' statement by tlie Treasurer of tJie company is to be identical irith the above, except as to the paragraph setting forth the office held. R. S. O. 1887, c. 183, Form B. FORM C. [Sections 50 and 63, Second Method.] I, C. D. , of the in the County of make oath and say [or solemnly aflirm, as the case may require], 1. I am the [here insert title of office] of the [name of company], and I am the Chief Executive Officer of the said company, and, as such officer, have the management and supervision of the business of the said company. 2. I verily believe that the said company is not indebted to any person or persons, or to any comimny, association or corporation whatsoever, except those whose names appear in the schedule which is hereto annexed, and every such person, company and association has consented, in writing, to the following resolution being acted upon, that is to say [here set out the resolution]. 3. I verily believe that no person, company, association or corporation, except such as are named in the said schedule, has any right of action whatever against the stiid company. [In the case of insurance or guarantee companies, or other company carry- ing on business of a li1«/'^. ''^-^'^ ilicatioi ',(rt. IJ04. ... (4) The auditors may make a written requi- insmctionof sition upon the treasurer for an order or recpiest to or upon urcom'ii'anj'.''' any bank or company witli whom the public moneys are or have been deposited, or with whom such tieitsurer Ims kept an account, authorizing and recpiesting such bank or company to exhibit the account and details thereof to such auditors ; and such treasurer shall within twenty-four hours after the de- livery to him of such retjuisition comply therewith upon pain of forfeiture of office. 55 V., c. 42, .s. 263 (2) (6); c. 43. .s. 12 2)(irt. I 1!»S STATUTES OF ONTAIUO AFl'ECTINO MERCANTILE LAW. AUTHENTICATION OF ilY-LAWS. Orifflnal. Sec. 333. I'Jrulcnce of. Sec. 334. Proof of fucts for Lieutenant-Go vernm\ Sec. 335. H..W bylaws xm Kv.tv l)V-la\v sliJill bu Under the sml of tho corpom- to lie iiullieii- . • 1 1 11 1 "^ ■ 11 11 1 !■ 1 . 1 Ucaicii. tutn, iiiid sliiul he siy the clerk of the corporation. 55 V., c. 42, s. 288. KviduiiLO of. Hy-lnw., ruiiuiriiiK llSHUIlt of I Liuiiteiiiiii Uovcnior. JJIJ4. A copy of any by-law, written or printed, without erasure or interlineation, and un. The promulgation of a bj'-law shall consist in the pub- lication, through the puV)lic press, of a true copy of the by-Jav.-. and of the signature attesting its authenticity, with a t.io* ; . . appentled thereto of the time limited liy law for applicati -.ii!-, (j'lash the same or any part thereof, and tho publicatit)n af jr - said shall be in such public newspaper, p'4>lished cither withi.a the municipality or in the county tow.., or in an adjoining neighbouring or local municipality, as the council by resolution may designate, and the publication shall, for the purpose afore- said, be continued in at least one nuniber of such pi per, each week for iliree successive weeks. 55 V., c. 42, s. 329; 5G V., c. 35, .s. 8. : pub- ■uiii.a JirXIC'IPAL FINANCE. ll»!» JSIO. The iKJlico to I)o inujondcd to every coi)V of tin- I'V-liiw ''■"'■."";' , iiililishod with 1'" law. I'or tlie purpose ut'oresaid, .sliiill he to the efi'ect i'ullowin;,' : NoTicK.— Tho uliovo is H triiu copy of h liy-luw piissuJ hy tlie iiiuiiiciiul council of tho of mi the (lay of A.D. 18 (ami Approved by His Honour the Lieiitonant-Goveriior in Council on the (lay of 18 ii7(i)c umli (iitjiraiid i.t re'iidrtil to ijln' I'tJ'irt to llf bii-liiir) : Anil all pei.Hons are hereliy ruc|uire(l to tJike notice that any one (knironH of applying to have such hy-law, or lUiy part thereof, ipiashed, nnist make his ajiplication for that pin-posi' i,i the Hij^h Court of Justice, within tin-ce months next after the pulilication of this notice once a week for three successive viceks, in the newspaper called the or he will he too late to lie lieaid in tiiat lieliiilf. 55 v., c. 42, H. '.VW. 311. In Ctasc no application to quash a bylaw is iiiailo if in.i iiinv..i within three nioiitlis next til'ter tlie third publication tlK.Teof "ifuVi'mi"" "" and of the notice aforesaid, the by-law, or so much thereof as "','!i,'|"'' ""'" is not the subject of any such application, or is not (|uaslied upon such application, shall, notwithstandino' jiny (U-fL-ct of substance or form, either in the by-law itself, or in the time or manner of passinjf the same, be a valid by-law, so far as the same ordains, ]»rescril)es or directs anythiii;f within the proper competence of the council to ordain, prescrilie or direct. 55 V., c. 42, s. ;W1 ; (iO v., c. 15, SchrJ. C (02). liV-LAWS CKEATINtJ DEHTS. Reqiiinile foi'indl (I icH. Seen. 384-380. Principid inaij he re/xtijiihle Jnj (in nurd hutnlmehts. Si c Sprc'ud Tides :iyiil>lc In i>ii:il ill- HtllllUUIltH. ail- STA'll TES OK ONTAUIO AFFECTING MEIICANTIM; LAW. ('/) Tliat tlie debt is crcattMl on t\w st-curity of the Hjiccial rati! settlucl by tlio by-law, ami on tliat Ht-curity only. (2) In tlu; cjusc of by-la wh passud, or to be passed for works |)ayal)lc' by local aHsessnicnt, in oi'ilcr to facilitato the ne;(otiatioii of debentures is.sued thereunder, and add to the i^oniniereial value, the council of any township, city, town, or villa;,'!', may declare that the debt to be created on the security o5 the special rati; .settled by the by-law is further ;^uaranteed by f,he nninicipality at lar;;e, anything; contained in clause ((/) of sul)-secti()n I of this section to the contrary notwithstanding;. 55 v., c. 42, s. 341. IW4». — (I) In any case of passinj; a by-law for ccintraetin;; a debt by borrowinji; money for any purpose, the miuiicipal council niay, in its discretion, make the principal of the debt, oi' of each instalment of the debt, as the case may lie, repay- able by yearly sums, during; the currency of the period (not e.\ceedin;X thirty years, if the debt is for railways, harbour works or improvements, gas or water-works or for the con- struction of sewers, the purcha.se and improvement of parks or the erection of public school houses, ur for electric light woi-ks in t(nvns liaving a jiopulation of 5,000 or \nider, and not exceeding twenty years if the deVtt is for any other purpose except the ])urchase of public works as in sub-section 2 of section ;iiS4 mentioned ),within which the debt, or the instalment of tlu' ilebt, as the case may be, is to be discharged ; and such yearly sums shall be of .such amounts that the aggregate amount payable for principal and interest in any year in respect of the deljt, or of the instalment, as the case may be, shall be ei|ual, as nearly' as may be, to what is payable for principal and interest during each of the other years of such piiriod ; and the coinicil may issue the debentures of the nnmiciiml corporation for the amounts, and payable at the times corresponding with such yi'arly sums, together with interest, annually or semi- annually, as may be set forth and provided in the by-law. (iO v., c. 45, s. 44 (1). See in the ccne of c.crLain towns, see. 507. (il v., c. 2:{, ,s. 15. (2) The by-law shall set forth a certain .specific .sum, to be rai.sed in each year during the curi'ency of the debt, or of the instalment of the debt, as the case may be, which sum shall be sniKcient to ilischarge the several yearly sums of principal ami interest accruing due, as the said yearly sums become, respec- tively, payable according to the terms of the by-law ; and in cases within this section it .shall not be necessary that any pro- vision be made for sinking fund. GO V^, c. 45, s. 44 (2). Speciul rates S8T. Every special assessnjcnt made, and every speci:d rate property. imposed ami levied, under any of the jirovisions of this Act, and all sewer rents and charges for work or services done by MUNKIl'AL FINANCE. 20:J tho corporation, upon tho dffault of tho ownors of loiI fstatc, uutlur the provi.sions of any valiil by-law of tlii' council of tho corporation, shall form a lion an''>' • *" IiiwH for any one term for which it is elected, rniso by a by-law or by- mi-iiiK mnic laws for eontraetiiif,' debts or loans .•.■)t more than i<20,00l) over iJ|a" vy';!',''!., and above the sums nMiuired for its oi linarv exnenditure with- ]"''<;'^»'iiiiuil .... Ill II <. 1 i. 1 to lIll'lDlN. out sulimittni;; sucli i)y-law or Ijy-la" i tor the assent ol the electors. .-)iJ v., c. 52, s. 37; (iO V., c. iT), Sched. C (12:)), IIW>. — (1) Subject to the pnjvisions of the last preci'diiH' "\ l'i^"'<"" .. 11/ . i- 1 • -111' 1 rui-iiiK moiioy section every l)ylaw (except lor drauia^e,as provitleil loi- umlei' not fciintiii. The MiioirijuU Dviiivdf/fi Art, or for a work paya})le entirely JllVJi ('win"'*'''* by local assessment) for raisinjj, upon the credit of the munici- {'|^|I"/")'','.eie'ivo pality, any money not re(iuired for its ordinary expemlituie, us^ni i)f oicc- and not payable within the same municipal year, shall, before I'.'.'v, stut. the final passiiifj thereof, receive the a.ssent of the electors of i^- -'■-'•'• the municipality in the manner provided for in seet'on 33S and f(jllowin<^ sections of this Act. 55 V.,c. 42, s. 344(l)p't/'< ," 51) v., c. 52, s. 37 ; GO V., c. 15, Sclwd. C (65). (2) But where a county and city arc united for judicial pur- KxccpUon a^ poses, the council of the county or city may, at aiiy nieetiii;^ (m'i'i'h(')'i>i's of the council, without subnutting the .same for the as,sent of "i"' "'"'^^•^^"• the electors of such county or city, as the ca.se may be, pass a by-law or by-laws for contracting; a debt, by raisin<; such sums of money as may be re(|uireil for erectiufj, buildinj,' and fur- nishini; a court house and otlices to be used in connection there- with, and for aciiuiriii}; such land as may be necessary or con- venient for the purpo.ses of such court house and oHices, and may for that purpose issue debentures at such rates and upon such terms and payable at such times as they may do for meetiufj any other liability of the said county or city. 55 V., c. 42, s. 344"'(2): (iO V., c. 15, Sched. C ((Ui). (3) The council of a city or of a town withdrawn from the K-xccpUona!; i 111 1 i i- !• ii •! Id iiiiyiiuMit by county, may oy l)y-Iaw passed at any meetui^ ol the council, a.iiy oitown without subinittin/^ the .same for the assent of tlie electors, raise eoullty'^iiebt. such sums of money as ma}' be required to liipiidate their share of the county debt (as awarded or agreed upon pursuant to this Act), aii'l may, for that purpo.se, issue debentures at such I'ates, for such times and upon such terms as they are entitled to do for meeting any other liability of said city or town. 55 v., c. 42, s. 344 (3). m ■'I C'tTtdln by- liiWM (if (Miiiiily Ciiiiiicll lint )ii bo vitliil iinluHH piiHHi'd at IlK'elillX OHiicilully ciiildil mill hold til run iiiiinilHiirti'r mil ic'u, etc. Form of nuticu. 804 STATUTES OF ONTARIO AFI ECTINO MEIICANTILE LAW. 300. Kxcopt in the catm \m)v'uh'i\ Tor hy HiiliHcetiuii 2 of tlio liiHt proceiliiif^ Hfction, no hy-lavv of a county council for eontractinij any Huch debt or iotin, as is niuntioneii in si-ction ',iHH of tliis Act, .shall be valid unless the sanio is i)as,sc(l at a niiM'tin^ of the council Hpccially called for the purpiisi' of con- siderinf,' tlio siinie, and Iielil not less than three months after a copy of the bydaw, as the same is ultimately passed, to;;(,'ther with a notice of the day appointt-d for the meetin<^. has been published in some newspaper issued weekly or oftener within the county (as constituted for judicial purpo-ses), or if there is no such public newspaper, then in a public newspaper published nearest to the comity, which said ntjtice may be to the etl'ect followin^j : Tliu iihiivo w n tnio copy of h |ii'o|Miser I'nitcil Coiintio.s), on th« (liiy of , IK , lit tho hour of o'clock in the noon, at which timu and pliico tho uu'iiihorM of tho Council arc horeliy roijuirod to attend for the iiurjioKo aforesaid. G. 1 1., Clerk. 55 v., c. 42, s. lUo. 5MM. Where part only of a sum of money provided for by a bydaw has l)een raised, the comicil may repeal the liy-law as to any part of the residue, and as to a proportionate part of the special rate impo,sed therefor, provided (<() the repealiii;; b^-daw recites the facts on which it is foinided, (h) is appointed to take effect on the IHst day of Decend)er in the year of its passinij, ((•) does not alt'ect any rates due, or penalties incurred l)efore that day, and (i/) is tli-st approved by tie Lieuteiiant-Uovernor in Council. 55 V., c. 42, s. 340. ii9'Z. After a debt has been contracted, the council shtill not, until the debt and interest have been paid, re{)eid the by-law under which the debt was contractt;d, or any bydaw for paying the debt or the interest thereon, or for proviilinj; tlierefor a rate or additional rate, or for appropriating; thereto the surplus income of tiny work or of any st(jck or interest therein, or money from any other source; and the council shall not alter a by-law providinj; any such rate, so as to iliminisli the amount to be levied under the by-law, e.Kcept in the cases herein autliorized, and shall not ap])ly to any other purpose any money of the corporation which, not hiivin of this Act. 5.') V., mifseiiiid'. c. 42, H. :{49. tl05. The council may, in any Ity-law to Ixi pas.sed for the iiiitr« mftv bu ,. ,. 111. !• Al i- !• 11 III llll|MHCl| flir creation ot .such debt, ov lor the execution ol such ixiiids, deeds, the piimmoiiI covenants or other securities as aforesaid, to Her Majesty, or "'lioinrwi'i'i,' in any other by-law to \h'. j)as,sed by the council, settle and J,Jj','.|' [vork/""^ impose a special rate per annum, of such amount as the council deem expetlient, in addition to all other rates whatsoever, to l)e levied in each year upon the a.sse.s,sed ratable property within the municipality, for the payment and discharge of .such debts, Ixjnds, deeds, covenants or other securities, or some part thereof; and tlie by-laws .shall be valid, althouj^h the rate .settled or impo.sed thereby is le.ss than is required by sections 3S4 to 386 ; and the .said sections shall, .so iar as applicable, apply and extend to every such l)y-law, and the moneys raised or to be raised thereby, as fully in every respect as such provisions would extend or apply to any by-law enacted by any council for the creation of any del)t as provide200, to be recovered by prosecu- tion in the name of the Attorney-Oeneral of Ontario in any court of competent jurisdiction, and in default of payment, to impri.sonment for a period not exceeding twelve months. CO V., c. li, s. 3 : c. 4", s. 47 (2-6). Publication of notice. Form of notice. IWi. — (1) Notice of the passing of every such by-law which has not been submitted to the ratepayers, shall, immediately after the registration of the b^'-law, be published in such publia newspaper, published either within the municipality, or in the county town, or in an adjoining local municipality, as the council may designate by resolution, and the publication there- of shall for the purpose aforesaid be continued in at least one nuMiber of such paper each week for three successive weeks. 5o v., c. 42, s. 352 (3). (2) The notice shall be in the form following or to the like eifect : Notice is hereby given that a by-law was passed by the of of on the day of A.D. 18 , providing for the issue of delientures to the amount of .? , for the purpose of and that such by-law was registered in the registry otHce of the day of th e cou A.D. 18 nty of on mm MUNICIPAL FINANCE. Any m-.tion to ,, nasi, ur sot aside the same or any part th.^roof must l.o Clerk. 55 v., c. 42, s. 35 k 207 3!>8 Xotlung in .sections 3f)6 to 401 inclu.sivc contained Exc.,..io„as (111 nlJVk (^ IT. /^I .li .r.i f ^mr .,. ^ •! . to IdL'll illl- Applicafioiis til set asiile l)j -law. sli'ill ,n„i. . u II- i. ^ iiicni.'iivc contanied Kxcption .sii.ui make it ol.li^rutory upon any citv, town or vill'ii-v in '"'"^■'i"" in^iste. any l-y-laws p^viiin^ J tli i^ o? lei ' fen-c^ ="'^" pa.sHed under the provi.sions of The Municipal Oral .anl Aci no. su.t or under the provi.sions of this Act relating to local inn.rove ^^ A.?'!;!" ■• \ '"'''t"'-^' J'^^'"''V'' I'^S'stered under section SOO of this Act oi re<^.ster..'d oelore the st.le of the debentures issued there- u me,., and tilso the .stud debentures shall be absolutely valid n.,.i'i-' rM'l^" ^''' »V»"icipality, accordin^r to the t(>rnis ereof, and the by-law shall not be .luashed or set asi.le o.a tZITI? whatever, unless, within three months from the legi&r.y thereof, an application or action to quash or s-'t asi.le ^Z7T f ""'"' *'\ 'T' ^^"^■'^ «f competent jurisdiction, and St.! n' H^ V'"''7 "^'•'"""^' ^"" «™1 «f ^he Clerk of the Court ann bV^t; * ''T r'^'*"," °' P^°'^'^«^''"g I'^s been brou,o-ht oi^ application made, has been registered in said rc-istrv olHce hy- (2) The certificate shall be in the form or to the effect lollowmir : ^"v-<-t In the (((rtJHc jf court) I'linii of cor- tiHlMI.' rif IKMlillll)^ art ion. enJiS' '" ''''''^' ""' •" '^ '="':r" 'V:"!!" -proceeding in tliis Court, of the entitled ' ''^ ^ ^ ^ ' ^^ ^"• Dated, (Signed) A. B., Clerk of Seal. IV"! I»H 55 v., c. 42, s. .TM) (1). Darfthen'rn'Thi!'" ''' I^:"!'^"^"','"^ ^^ dismissal, in whole or in w,K.,n.v-,av,.. pait, then, on the e.xpiration o! three months fro.n the dtite of jVi r'"'^'''^^"- the reo-istration nf tl.n 1^,,J.,.., n... i... i-_._ , '-. '"^ ^i iii"ni,f i,^n not (|iiiislu'(l, to !)!■ valid. lUr. ..^ • i L- — --r-'--'-^" "' •'"i^u iiiuiiins irom the t ;ite of the regi»tmt,ou of tlio by-law. (ho l,y-law or so i„ucl, U.oroo "™ • ns .s nottlio subject of tlio application, or i, not ,n,X. °',>o, ^ti';jt;;rt:i;::.l!f''° S""nf ^' ?''<'.""'i i»r'"'^ '«-*^^ --'-i'' ' said registry office. o5 V., c. 42, s. 852 (2). -'^''•^*' ^'"' 208 STATUTES OF ONTARIO AFFECTrNQ MERCANTILE LAW. If Form of oer- liflfiitoof dis- iniHsivl uf aclinii. (4) The certificate of disjnissal of the action or proceeding shall be in the form or to the eft'ect following : In the (name of atnii) I hereby certify tliat the action or proceeding in this Court, entitled calling in <|ue.stion the validity of liy-law No. of the has been dismissed {or if dishiixsvd in part and fjninted in jyiiit, set out the ordiv made, iviltntim). Dated , — ■_, (Signed) A. B., ( "j Clerk of i Seal. J Ecu for rcgis- Iratioii. IIlcKal by- laws not validated. 55 v., c. 42, s. 350 (2). (5) The registrar shall bo entitled to the sum of fifty cents for registering either of said certificates 55 V., c. 42, s. 356 (3). (G) Nothing in this section contained shall be taken to make valid a by-law or the debentures issued thereunder where it appears on the face of such by-law that the provisions of sub- sections 4, 5, 8 and 9 of section 384 or the provisions of section .'386 of this Act have not been substantially complied with. 55 v., c. 42, s. 352 (6) ; c. 43, s. 23. ,^- irroguiaritics 400. — (I) Every by-law providing for the issue of deben- iiivaiidato turcs passcd undor the provisions of this Act relating to local certain cases" improvements, where the same has been so registered, and the debentures issued thereunder, and the assessment made upon the real property therein mentioned shall, notwithstanding any defect of suljstance or form either in the by-law itself, or in the time and manner of passing the same, be absolutely valid and binding according to the terms thereof, upon the municipality and upon such real projierty, and shall not be (juashed or set aside on any ground whatever, unless an application or action to quash or set aside the same is niatle to some Court of com- petent jurisdiction, within one month from the registry thereof. 55 v., c. 42, s. 352 (4) ; 60 V., c. 15, Schnl. C (67) ; c. 45, ss. 4, 5. b '-1'i\vM)a";s levied ing fund shall in any case be applied towards paying any fllmi not lo'fje portion of the current or other expenditures of the municipality, '^'^■'-''■^•-''i- save as maj' be otherwise authorized by this or any other Act. 55 v., c. 42, s. 373 (1-2). (3) In the event of the council of a municipality divert- Liability of . ^ ' e • 1 n i. iij'j. councillors for ing any or said moneys tor current or other expenditure, diversion of save as aforesaid, the members who vote for the diverting «i'ikingfund. of said moneys shall be personally liable for the amount so diverted, and the said amount may be recovered in any Court of competent jurisdiction; and the members who have voted for the .same shall be disqualified from holding any municipal office 214 • Hi m Treasurer to Htate annually auiount re- quired to be levied for Binkint! fund. Liability of ineinbcrH of council neglecting to levy for sinking f id. STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. for the period of two years. In cane the council of the muni- cipality, upon the re(|uest of any ratepayer, refuse or neglect for one month thereafter to bring an action therefor in the name of the municipality, the action may be brought by any ratepayer on Vjehalf of himself ami of all the other ratepayers of the municipality. 55 W, c. 42, s. 373 (3); 60 V., c. 15, Sclied. C (69). (4) In every municipality in which any sum of money is retjuired by law to be raised toward a sinking fund, it .shall be the duty of the treasurer to prepare and lay before the council in every year previous to the striking of the annual rate, a statement showing what amount or amounts will be required for the purpose ; and any treasurer making default in the performance of the duty imposed by this sub-section shall be liable to a penalty not exceeding 825, to be recovered as are other penalties under this Act, at the in.stance of any ratepayer resident in the municipality. (5) In the event of the council of a municipality neglecting in any year to levy the amount retjuired to be raised under this or any other Act to provide a sinking fund for the pa^ - ment of the debenture debt of the municipality, every member of the council shall be dis(iualified from holding any municipal office for the period of two years ; but no member of the council shall be liable to the penalty herebj' imposed, who shows to the satisfaction of the Court or Judge that he made reasonable efforts to procure the levying of tlie rate for the said sinking fund. 5ti V., c. 35, s. 9. Application of uioneyf with conncnt of Lieut.-Gover- nor in Council. II 41J>. The Lieutenant-Governor in Council may, by Order in Council, direct that such part of the produce of the special rate levied, and at the credit of the sinking fund account or of the special rate account as aforesaid, instead of being .so in- vested as liereinafter provided, .shall from time to time, as the same accrues, be applied to the payment or redemption, at such value as the said council can agree for, of any part of such debt or of any of the debentures representing or constituting .such debt, or any part of it, though not then payable, to be selected as provided in such Order in Council, and the municipal council shall thereupon apply, and continue to apply, such part of the produce of the special rate at the credit of the sinking fund account, or .special rate account, as directed by such Order in Council. 55 V., c. 42, s. 374. hv. Investment of 4^0. — (1) If any part of the produce of the special rate moneys raised levied in respect of any debt, and at the credit of the sinking rates.^"^'"' fund account, or of the special rate account thereof, cannot be immediately applied towards paying the debt, by reason of no part thereof being yet payable, the council shall, from time to time, invest the same in government securities, municipal debentures, or in first mortgages on real estate held and used mh , ii : 1 m m 4- mm MUNICIPAL FINANCE. 215 for farming purposes, and being the first lien on such real estate, or in local improvement debentures of the nninieipality, or in such other manner as the Lieutenant-Governor in Council may by general or special Order in Council direct, or in any other debentures of the municipality wliich may be approved of by the Lieutenant-Governor in Council hy such Order in Council ; and from time to time, as such securities mature, may invest the proceeds thereof in other like securities ; but no sum so invested in mortgages shall exceed two-thirds of the value, according to the last revised and corrected assessment roll at the time it is invested, of the real estate on which it is secured. (2) The council of the municipality may regulate by by-law 7" f'."^';*?"; the manner in which such investments shall be made. ilivv.' * '^ (3) It sliall not be necessary that any local improvement or sinking fund other debentures of the nmnicipality referred to in this section ill' purd'aHhig shall have been disposed of by the council, but the council may apply the sinking fund to an amount eijual to the amount of such debentures towards the purposes to whioh the proceeds of such debentures would propei'ly be applicable, and the council shall thereupon hold the debentures as an investment on account of the sinking fund, and may deal with the same accordingly. 55 V., c. 42, s. 375. lUiHoId debentures. 4'il. Any council may by by-law direct that any surplus moneys in the hands of the treasurer, and not .specially appro- priated to any other purpose, shall be credited to the sinking fund account of any debenture debt of the municipality, and the council may, subject to the provisions of the preceding section, invest such sinking fund account in any of the securi- ties therein named. 55 V., c. 42, s. P7Q. Investment of sinking fund. 425}. A council may appropriate to the payment of any debt Council inay the surplus income derived from any public or corporation fund's tov/nrds work, or from any share or interest therein, after paying the "'"^'"i'-'^'"'- annual expenses thereof, or may so appropriate any unappro- priated money in the treasury, or any money raised by addi- tional rate : and any money so appropriated shall be can-ied to the credit of the sinking fund of the debt, or in payment of any instalment accruing due. 55 V., c. 42, s. 377. 423. — (1) A municipal corporation having surplus moneys cei-iain deiived from "The Ontario Municipalities Fund," or from any be^l^uipart other source, may, by by-law, set such surplus apart for educa- [ion^j}",",";;. tional purposes, and may invest the same, as well as any other pose's, moneys held by such municipal coi'poration for, or by it law- i"vestnient of fully appropriated to, educational purposes, in public securities of the Dominion, municipal debentures, or first mortgages on real estate held and used for farming purposes, being the first lien on such real estate, and from time to time, as such securi- ties mature, may invest in such other like securities, or in i i ■»«': :f^ \\'^ 1 » ll < 1 H 1 ill' Hi rai uM ^nl p *--j^ ^sH ^ryt ^ »h IsaH 'r^f- 1 12> SfaM||i » 1 nWr "*a . w >,'* eHi ■1 fr^^H H s HHI 1 ' ^H U I'rovlHO aH 1,0 Invest iiicnt. Lonnx to SC'llnol Irii-itcuH. Aid to poor HCllOOl Huction»i. No iiieiiihi^r of curpomtion to bo parly to invc^jtIllc■Ill. 216 STATUTES OF ONTARIO AFFECTING MEIICANTILE LAW. securities already authorized by law, as may be directed by the by-hiw, or by other by-laws passed for that purpose. (2) No sum so invested sliall exceed two-thirds of the value, according to the last revised and corrected assessment roll at the time it is so invested, of the real estate on which it is secured. 55 ^^, c. 42, s. 378. (See also Cap. J^. 45J4. Any municipal corporation having surplus moneys set apart for educational purposes, may, by by-law invest the same in a loan or loans to any board of .school trustees within the limits of tlie municipality, for such term or terms, and at such rate or rates of interest as may be agreed upon by and between tlie parties to such loan or loans respectively, and as uuiy bo set forth in such by-law ; or may by l)y-law grant any portion of such moneys, or other general funds, Ijy way of gift to aid poor school sections within the municipality. 55 V., c. 42, s. 379. 4'it». No member of a municipal council shall take part in, or in any way be a party to, the investment of such moneys as are mentioned in this Act, by or on behalf of the uuuiicipality, otherwise than is authorized by this Act, or by any other law in that behalf made and provided ; and any person ,so doing shall be held personally liable for any loss su.stained by the muncipality. 55 V., c, 42, s. 380 ; 00 V., c. 3, s. 3. 4?J0. The treasurer of any mimicipality for which any sum of money has been raised on the credit of the Consolidated Municipal Loan Fund, shall, so long as anj' part of such sum, or of the interest thereon, remains unpaid by the municipality, transmit to the Treasurer of Ontario, on or before the 15th day of January in every year, a return, certitied on the oath of the treasurer before some Justice of the Peace, containing the amount of taxable property in the municipality according to the then last revised assessment roll or rolls ; a true account of all the debts and liabilities of the municipality, for every purpose, for the then last year ; and also such further infor- mation and particulars with regard to the liabilities and resources of the municipality, as the Lieutenant-Governor in Council may from time to time require, under a penalty, in case of neglect or refusal to transmit the return, account, information or particulars, of Si 00, to be recovered with costs, as a debt due to the Crown. 56 V., c. 42, s. 381. Every council 421. Every council shall, on or before the 31 st day of yea^fy report January in each year, under a penalty of S20 in case of ?ioiUebts*to* default, to be paid to the Treasurer of Ontario, transmit to the the liieut,- Lieutenant-Governor, through the Mini.ster of Agriculture, an " account, in such fortn as may fi'om time to time be prescribed by the Lieutenant-Governor in Council, of the several debts of the corporation, as they stood on the 31st day of December Liability for l08!'. Municipalities indebted to Mnnicipal Loan Fund to nialtc annual returns to Provincial Treasurer. Penalty for default. MUNICIPAL FINANCE. preceding, specifiying in regard to every debt of which a balance remained duo at that day, 1. The original amount of the debt; 2. The date when it was contracted ; 3. The days fixed for its payment ; 4. The interest to be paid therefor ; 5. The rate provided for the redemption of the debt and interest ; 6. The proceeds of such rate for the year ending on said 31st day of December ; 7. The portion (if any) of the debt redeemed or paid during that year ; 8. The amount of interest (if any) unpaid on said 31st day of December ; and 9. The balance still due of the principal of the debt. 55 V., c. 42, s. 382. 217 What i^iipIi rtiport must »hew. COMMISSION OF INQUIRY INTO FINANCES. When granted — Expenses of. Sec. 428. com- of 488. — (1) In case one-third of the members of any council, when a or thirty dulj'- qualified electors of the municipality, petition imi'uiiV may for a commis.sion to Issue under the Great Seal, to inquire into '^''"'''• the financial affairs of the corporation, and things connected therewith, and if sufficient cause is shown, the Lieutenant- Governor in Council may issue a commission accordingly, and the commissioner or the commissioners, or such one or more of them as the commission empowers to Act, shall have the same power as any Court has in civil cases to summon witnesses, enforce their attendance, and compel them to produce docu- ments and to give evidence. 5.5 V., c. 42, s. 883. (2) The expenses to be allowed for executing the commission Expenses of shall be determined and certified by the Treasurer of Ontario, sions. and shall thenceforth become a debt due by the corporation to the commissioner or commissioners, and shall be payable within three months after demand therefor, made by the connaissioner or by any one of the commissioners, at the office of the treasurer of the corporation. 55 V., c. 42, s. 384. ! 21« STATUTES OF ONTAIUO AFFECTING MKHCANTII.E LAW. DEIIENTrRES. Di'henturea and coupont*, how to he executed. Sec. 420, Dehe/ntiireH nefjot luted utti dixcoant, or bear i 7) (j more t/uoi (i j)er cent, tnterest. 2»-30 V., c. 51, hh. 2U-217. -Roll 111(11/ awl honiiH debentures. Sec. 430. Debeiitures under j)rmnul(jated bij-laiv. Sec. 431. Debentures under registered bi/-laio. Sec. 399. Debentures issued before \8t Fe/i., IHHli, etc. Sec. 432. L'icid Improvement debentures — consolidation tliereof. Sec, 433. Transfer of debentures. Sec. 434. ('iiiincils borrowiny for current e.rpenses. Sec, 435. Ko debentures, etc, to Issue for less than •9100. Sec. 43G. ri I i m m ii ¥' \\i^ * DobonturcH, boiidH. otc, how to be executed. Kxccutlon of debenture eoupouH. Full amount of debentures sold nt a dia- count recover- able. 4'*9. — (1) All debentures ami other instruments duly authorized to be issued on boiialt' of a municipal corporation shall, unless otherwise specially authorized or provided, be sealed with the seal of the corporation, and si^'ned by the head thereof, or by some other person authorized by by-law to si^n the same, otherwise the same shall not be valid ; and it shall be the duty of the treasurer of the municipality to see that the money collected under the by-law is properly applied to the payment of the interest and principal of the debentures. 55 v., c. 42. s. 405. (2) The coupons attached to every such debenture issued by any nnmicipal corporation other than a city shall each bo signed by the head of the municipality and the treasurer of the coi'poration. 59 V., c, 51, s. 8. (3) Subject to any Act of the Parliament of Canada which may be passed respecting the lawful rate of interest, any debentures issued under the formalities retjuired by law, by any municipal or provisional municipal corporation, payable to bearer, or to any person named therein or bearer, shall be valid and recoverable to the full amount, notwithstanding their negotiation by such corporation at a rate less than par, or at a rate of interest greater than six per centum per annum, or although a rate of interest greater than six per centum per annum is reserved thereby or made payable thereon. 29-30 v., c. 51,ss. 214,217. 4'- 11 H . .. -■ i In certain 430. Debentures issued in aid of any railway, or for any turesi' valid" bonus, signed or indorsed and countersigned as directed by the rate'seai*^ctc° ^7"^*^, shall be valid and binding on the corporation without the corporate seal thereto, or the observance of any other form with regai'd to the debenture than such as may be directed by the by-law. 55 V., c. 42, s. 406. viiiw"/o[with "^^'^ Debentures issued under the authority of any by-law staiidinKde- promulgated under this Act or any former Municipal Act, shall feet in form. ^ *> -^ f > MUNICIPAL FINANCE. ha valid and binding' uj»on the corporation, notwithHtandingany in.sutKcieiicy in form or otlierwiNo of sncii by-law, or in the authority of the corporation in renpect thereof; provided that provi-o. the by-law has received the asst-nt of the electors (where neceHHary), and that no Huccessful application has been made to (|UaHh the same within the time limiteil in the notice of pro- mul^aition. ')5 V., c. 42, h. 407. [As to vdlidifi/ of Ikbenturea under hy-laws duly reyi.l red- uce Hec. ,l',)'J.] 21l> ■i'A*i. Where debentures were issued prior to the first day of DobciiiunM Ft'bruary, 1883, by any nmnicipality under a by-law passed by Kuliri', m",™ such municipality, and the interest on such debentures, and the {^',t,"i''i''iH \wvn principal of such of them (if any) as have fallen due, has been n\M\v for two • 1 1 ii • • i-i ^ ii • 1 !• i ycarH, to 1)1' paid by tiie municipality tor the period or two years or more, valid. the by-law and the debentures issued thereunder, or such of them as are yet unpaid, shall be valid and binilin<( upon the corporation, and shall not l)e i|uashed or set asid;; on any ground whatever. .55 V., c. 42, s. 408. 4311. — (1) Every debenture issued under section G04 of this Local Act, or under the provisions of any other Act relating to the a"icnturc"."' issue of debentures for local improvement purposes, shall bear on its face the words "Load fviprovement Debenture," and shall contain a reference by date and number to the by-law under which it is issued, (2) In order to obviate a difficulty which has been found to coiiHoiidatiDn prevail in negotiating local improvement debentures, in conse- ""'''■'•■°'' ((Uence of many of the same having to be issued for small and broken amounts, councils may, from time to time, after the passing of the ,scver;vl by-laws covering the .several amounts recjuired for particular local improvements, as therein specified, and without in any way affecting the liens on the lands there- in named and to be impi-oved thereby, pass a collective or cumu- lative by-law consolidating the said .several amounts, and may issue the re(|uired debentures in a geiu-ral consecutive i.ssue under such consolidated by-law, apportioning, nevertheless, the amount raised thereby, and crediting each service with the amount previously estimated and named for the same under the individual by-law jiassed in the first instance. (3) Councils desiring to avail tlicmselves of the provisions of the preceding sub-sectit)n .shall insert, in each .such by-law, a clause intimating that the amount of the debentures to be issued thereunder is subject to con.solidation ; and in such case it shall be sufficient to .state in the said individual by-law that debentures to be issued thereunder shall be issued at so many years from the date of issue of the .same, without defining a specific date ; •220 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. (4) No consolidated debenture shall be issued, covering any debentures which have been issued or sold under any original by-law. 55 V., c. 42, s. 409. fransfermny '^^'^' — (^) Debentures issued by any municipal council may be prescribed, contain a provision in the following words : \h> Debenture registry book. " Tlii.s debenture, or nny interest therein, shall not, after a certificate of ownership has been indorsed thereon by the treasurer of this municipal corporation, be transferable, except by entry by the treasurer or his deputy in the Debenture Registry Book of the said Corporation at the town (or village) of ", or to the like effect. 55 v., c. 42, s. 410 (2) The treasurer of every municipality issuing any deben- tures containing the provision in the last sub-section mentioned, shall open and keep a Debenture Registry Book, in which he shall enter a copy of idl certificates of ownership of deben- tures, which he may gii e, and also every subsequent transfer of such debenture ; such entry shall not be made except upon the written authority of the person last entered in such book as the ow^ner of such debenture, or of his executors or adminis- tratora, or of his or their lawful attorney, which authority shall be retained and duly filed by the treasurer. 55 V., c. 42, 8. 411. JcK;j*tcred (3) After the certificate of ownership has been indorsed as transtorred by aforesaid, the debenture shall only be transferable by entry, entry, etc. ^^ ^|^^ treasurer of the municipality or his deputy, in .such Debenture Registry Book, from time to time, as transfei'S of such debenture are autliorized by the then owner thereof, or his lawful attorney. 55 V., c. 42, s. 412. 1 t s li J Borrowing sums for current expenditure. Limit 01 nmount to be borrowed for current expen- diture. 433. — (1) The council of any municipality maj' by by-law authorize the head, or acting head, with the treasurer thereof, to borrow from any person or bank such sums as the council deem necessary to i. eet the then current expenditure of the corporation, ixntil such time as the taxes levied therefor can be collected, and the council shall by such by-law regulate the amounts to be so borrowed, and define the notes, cheques, covenants or agreements or other vouchers to be given in security therefor. 56 V., c. 35, s. 10; GO V., c. 45, s. 50, jMrt. (2) The amount .so borrowed and outstanding shall not, in the case of any municipality other than a county, exceed eighty per cent, of the amount collected as taxes, to pay the ordinary current expenditure of the municipality in the pre- ceding municipal year, and in the case of a county, the amount so boiTowed and outstanding shall not at any time exceed the iimount to be raised and paid over to the county by the local municipalities therein for ordinary expenditure for county purposes for the current municipal year, and in the event of MUNICIPAL FINANCE. 221 any council authorizing the borrowing of any larger sum than the amount limited by this sub-section, the members of the council who vote therefor shall be disqualified from holding any municipal office for the period of two years. (a) Sub-section 2 shall not be held to have applied heretofore to a town or township any portion of which is situate \vithin two miles of city containing more than 100,000 inhabitants, nor shall the said sub-section apply to such town or township until the la.st day of the next ensuing session of this Legis- lature, but it shall thereafter apply to such municipalities. Gl v., c. 23, 8. 16. ^ (3) The powers by this section conferred shall not be exer- cised except for the purpose of meeting the ordinary expendi- ture of the municipality; and the person or bank lending any sum to a municipal corporation under this section shall not be bound to establish the necessity of borrowing the same. 60 v., c. 45, s. 50, part. (4) The council of any municipality shall have similar bor- Borrowing rowmg powers, with regard to moneys required by the trustees icHpur- of any public school within such municipality or by the trus- po'^'-s. tees of a high school district of which such municipality is partly or wholly composed ; provided such sums of money do not exceed tlie estimates submitted by such public or high school trustees as required by The Public Schools Act and The Rev.sut. High Schools Act. 57 V.,c. 50, s. 5, part. cc. 292.293. or 436. Unless specially authorized so to do, no council shall Without make or give any bond, bill, note, debenture or other undertak- it^.'^/fobomi*""" ing, for the payment of a less amount than SIOO ; and any ^i^an'fo^r^css bond, bill, note, debenture or other undertaking issued in con- t'la" »u»o. '"** travention of this section, shall be void. 55 V., c. 42, s. 414. 222 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. MUNICIPAL AND SCHOOL ACCOUNTS. R. S. 0. 1897, Cap. 228. An Act to make better provision for keeping and auditing Municipal and School Accounts. Act not to apply to cities of over 15,000. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. This Act shall not apply to cities having a population of over fifteen thousand by the latest enumeration of the assessors ; and the word " city " when it appears herein shall apply and include only cities having a population of fifteen thousand or less. Appointment of Provincial Municipali Auditor. Auditor may malic rules subject to approval by Order in Council. 3. The Lieutenant-Governor in Council may from time to time appoint for the purposes of this Act a Fellow of the Institute of Chartered Accountants of Ontario, or some other expert accountant who shall be known as "The Provincial Municipal Auditor." li. It shall be the duty of the Provincial Municipal Auditor, subject to the approval of the Lieutenant-Governor in Council, from time to time to frame rules respecting the following matters namely : — ((/) The number and forms of books of account to be kept by the treasurers of county, city, town, township and village municipalities; and of police villages respectively ; (h) The system of book keeping to be adopted by all muni- cipal treasurers, or by the treasurers of any class of munici- palities, and by the treasurers of all or of any class of school boards ; {(•) The manner in which books of account, vouchers, receipts, moneys and securities of muucipalities and school boards shall be kept; MUNICIPAL AND SCHOOL ACCOUNTS. 228 (d) The audit and examination of accounts and moneys of municipal corporations and of school moneys by municipal and school auditors respectively, or by the Provincial Municipal Auditor, or by any person appointed by him for that purpose. 4. The rules so made shall after approval by the Lieutenant- {^"'g^oViaw ° Governor in Council and publication in The Ontario Gazette, have the force of law, and any officer of a municipal corporation guilty of any wilful act or omission in contravention of such rules, in addition to any other penalty provided by law, shall ^/"}'^}|5' '°'', upon conviction before two or more justices of the peace, be ruiea. liable to a penalty of not more than $100, nor less than $20 and costs, and shall be disqualified for the period of two years thereafter from holding any municipal office. 5. In oi'der that municipal accounts may be kept correctly Auditor to pro- and according to a uniform method, the said Auditor shall {Jfunicipauties. prepare a book or sets of books of account upon a proper system for use by county, city, town, township and village corporations and police villages respectively ; and he shall submit the said books to the Lieutenant-Governor in Council for approval. 6. The .said auditor when directed by and subject to the Books for uko approval of the Lieutenant-Governor in Council as aforesaid, boards." shall also from time to time prepare books of account upon a simple and uniform system of bookkeeping, for use by the various school boards throughout the Province, except in cities having a population of 15,000 or over, to be determined as hereinafter mentioned. 7. — (1) After the approval of the said books by the Lieutenant- P""".'^"'' """^ Governor in Council, and after notice of their preparation and cure books ™ publication has been given in The Ontario Gazette, and in two prescribed. jublic newspapers published in the city of Toronto once a week 'or three successive weeks, and after a notice of such approval las been sent to the clerk of each municipality to which this Act applies, by registered letter, the council of each of such municipalities and each of such school boards shall at the beginning of the next year after the last publication of said notice, procure the book or books prescribed for their munici- pality or board, and shall keep the accounts of the municipality or board therein, and in accordance with the system provided thereby, and any municipality aforesaid which refuses or neglects so to do, shall be liable to the penalty of $100 for Penalty, every month it may be in default, to lie recovered by the said auditor or by any ratepayer in the municipality with the consent of the auditor in any court of competent jurisdiction with full costs of suit ; and every school board of any city or town which refuses or neglects so to do shall be liable to a penalty of $50, and every other school board shall be liable to 224 STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. a penalty of S25 for every month it is in default, to be recov- ered by any ratepayer of the city or town or school section with the consent of the auditor in any court of competent jurisdiction with full costs of suit. (2) Provided, nevertheless, that where any municipality or board shall establish to the satisfaction of the Provincial Muni- cipal Auditor that the system adopted and the books in use by such municipality or board are sufficient and satisfactory, and the auditor so certifies, the use of the books or the adoption of the system hereinbefore provided for shall not be compulsory, and the penalties in such case shall not be incurred. Arrangements 8. In case there is no prospect of the publication of said of'books.'^'' °" books or of any one or more of them by some responsible pub- lisher, the Auditor may call for tenders for their publication, and with the approval of the Lieutenant-Governor in Council may arrange for such publication and for the sale thereof, and in order that said books may be supplied to the public at a reasonable cost, may, with the like approval, fix the price at which the same shall be sold. ispecti audit of muni- cipal accounts. li-\ V' Powers of auditor while holding Inves- tigation, J H 9. — (1) The Provincial Municipal Auditor may at any time on his own motion, or whenever requested by any two members of a municipal council, make an inspection, examination or audit of the books, accounts, vouchers and moneys of any municipal corporation in the hands of the treasurer or collector thereof, and when required by a requisition in writing signed by thirty ratepayers resident in the municipality and directed by the Lieutenant-Governor in Council, he shall make such an inspection, examination or audit. (2) The said Auditor may at any time on his own motion make an inspection, examination or audit of the books, ac- counts, vouchers and moneys of any school board in the hands of its treasurer, collector or other officer. (3) The said Auditor may with the approval of the Lieuten- ant-Governor in Council appoint a Fellow of the Institute of Chartered Accountants of Ontario, or some other expert ac- countant who is familiar with municipal accounts, to make such inspection, audit or examination, and the person m ap- pointed shall have all the powers and shall perform all the duties by this Act conferred or imposed upon the said Auditor when acting under this section. 10. The said Auditor upon any such audit, examination or inspection may require the treasurer, collector or auditor of any municipality or school board, or any other person, to appear and give evidence on oath, and for this purpose he shall have the same power to summon such officers or other persons to attend as witnesses, to enforce their attendance, and to compel them to produce books and documents and to give evidence as 1 . MUNICIPAL AND SCHOOL ACCOUNTS. 225 any judge or court has in civil cases, and the officers of all municipalities and school boards shall as often as re(|uire. — (1) The council of any municipality may by by-law piimcntof direct that moneys payable to the municipality for taxes or bfHik to credit ^^^es and upon such other accounts as may be mentioned in of corporation, the by-law shall be by the person charged with the payment thereof paid into a chartered bank having an office in the municipality, and in such case the person making the payment shall obtain a receipt from the bank therefor, and produce the same to the municipal treasurer, who shall make the proper entries thereof in the books of the municipality. (2) The council of any municipality may by by-law direct that moneys of the municipality paid to or received by the te countor'''^'' treasurer of the municipality, deposited in a chartered bank or Bigned. elsewhere to tlie credit of the municipal corporation, shall be withdrawn therefrom only upon the cheque of the treasurer, countersigned by the head of the municipality or such other person or official as may be named in the by-law. By-law.-* dlrectins tliat cliuquc of r r^ (i Treasurer to ?iO. The treasurer of every municipality and school board corporation* or' shall keep the moneys held by him as such treasurer entirely n'oiu\ris own*" separate from his own moneys, and in depositing any moneys of the municipality or board in any bank or company he shall deposit the same to a separate account kept in his name as treasurer of the municipality or school board under some designation that will show the account to be an account of tho money of such municipality or school board. MUNICIPAL AND SCHOOL ACCOUNTS. 227 board tirely oneys shall me as some 3f tho %l. The manager or other person in charge of the business Bank to state of every chartered bank or private bank or company in which tTea"urer'8 ac- the treasurer of any municipality or school board deposits bcrof coSi moneys and keeps an account as such treasurer, shall truly or board, state the balance in the hands of the bank or company or charged to the treasurer at any time when required so to do by a member of the council or school board ; and shall, on or before the fourth day of the months of January, April, July and October in every year, make up and deliver or send by registered letter to the head of the municipality or chairman of the school board, as the case may be, a statement in writing statemontpf 11 1 "' . 1 , . ,1° balance to bo Signed by such manager or person ni charge, showing the rendered balance of such treasurer's account at the close of business on Quarterly. thp last day of the preceding month, and the head of the muni- cipality or chairman shall cause the same to be read at the next regular meeting of the council or school board held thereafter. 22. The mortgagor and every other person liable for the Persons Uabio payment of any debt secured by a mortgage given to or held on mcStgage" by a municipal corporation, shall, on the 31st day of December, balance due in every year, deliver to the head of the municipality a state- thereon ,.•'•' ., .' . • J.I i. • • ^ *^ • J annually. ment m writing showing the amount remaining unpaid upon such mortgage at the said date, and the head of the munici- pality shall lay the said statement before the council at the next regular meeting held thereafter. 83. Every person guilty of any act or omission in contra- Penalties, vention of this Act for which no other penalty is provided, shall be liable, on summary conviction thereof before two or more justices of the peace, to a fine of not less than 85 and not more than $20, and costs of conviction. 24. Nothing in this Act contained shall affect or impair any securities security heretofore given by any treasurer to the municipality gfyen^by"^^ for the due and faithful performance of the duties of his office, ^^a?,""?" "^^ 11 11 I'l J- 1 • 11 affected. nor be deemed to relieve the sureties named in any bond or other security from liability in case of default on the part of the treasurer in duly accounting for all moneys coming into his hands. Nor shall anything herein contained relieve the council or board or any member thereof from their present duty to appoint competent auditors. 25. Nothing in this Act contained shall be deemed to affect Act not to or repeal the provisions of section 428 of IVte Mnnicipol Act, sionHo^'ss v. relating to the issue of commissions of enquiry into the financial ''• *^' '^^ ^■^• affairs of municipal corporations. 2C Nothing in this Act contained shall relieve municipal ^"^q^""^ councillors or officers from any duty now imposed upon them not relieved 11 v o t. L from other by law. duties. 2T. This Act shall be read with and as part of The Munlcl- Acttobercaa , . , i with a5 v. 2)0 1 Act. c.l'.'. 228 1 I 'I Short title. Borrowing powtrs of trustees of Kcparatc Kcnools. STATUTES OF ONTARIO AFFECTING MERCANTILE LAW. SEPARATE SCHOOL FINANCES. R S. 0. 1897, Cap. 295. An Act respecting Separate Schools. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. This Act may be cited as " The Separate Sckovls Act." R S. 0. 1887, c. 227, s. 1. BORROWING POWERS. 01. — (1) The trustees of a separate school shall have full power as a body corporate to borrow money for school purposes, and to make valid mortgages and other instruments for the security and payment of such borrowed money, or of moneys payable or to be paid for school sites, school buildings, or addi- tions thereto, or the repairs thereof, upon the school house property and premises, or any other real or personal property vested in them, or upon the separate school rates, and any rate- payer who was a separate school supporter at the time when the loan was effected on the security of the said rates or pro- perty shall, while resident within the section or municipality within which the separate school is situate, continue to be liable for the rate to be levied for the repayment of the loan. (2) The principal money representing any sum so borrowed may, in the mortgage or other instrument securing the repay- ment thereof, be made payable in annual or other instalments, with or without interest, and the trustees, in addition to all other rates or moneys which they may now levy in any one year, shall also have power and authority to levy and collect such further siim or sums as in each year may be requisite for paying all principal money and interest falling due in such year under the terms of such mortgage or other instrument aforesaid, and the said sums shall be levied and collected in SEPARATE SCHOOL FINANCES. each year in the same manner and form, and from the like per- sons Hiid property by, from, upon or out of which other separate scliool rates may now be levied and collected. (3) The mortgages and other instruments which the trustees have power to make, as aforesaid, for the security and pay- ment of money borrowed or payable for school purposes may, in the discretion of the trustees, be made in the form of deben- tures ; and debentures shall be a charge on the same pi'operty and rates aforesaid, as in the case of mortgages thereof made by the trustees, as in sub-section 1 mentioned. (4) Every by-law of the trustees for the issue of such de- bentures shall be sealed with the corporate seal of the board of trustees, and shall be signed by the chairman and secretary of the board, and the by-law may be quashed by application to the High Court at Toronto, in the same way as municipal by- laws may be quashed. R. S. O. 1887, c. 227, s. 58 (1-4). (5) The by-law shall name a day in the financial year in which the same is passed when the by-law is to take effect, and shall state the whole of the debt and the obligations to be issued thereunder, and shall make the same payable in thirty years at furthest from the day on which the by-law takes effect and shall provide for including thereafter in the yearly sepa- rate school rate a sufficient sum for the payment of an amount sufficient to pay the yearly interest during the currency of the debentures, and also a certain specific sum to be realized annually for the payment of the principal, which specific sum shall be sufficient with the estimated interest on the invest- ments thereof to discharge the debt when payable. R. S. 0. 1887, c. 227, 8. 58 (5) ; 59 V., c. 72, s. 1. (6) Every such by-law, before being acted upon, shall be published for at least three successive weeks in some public newspaper published weekly, or oftener, in the city, town or county in which the separate school is situate, and if no appli- cation to quash the by-law is made for three months after the publication thereof as aforesaid, the by-law shall, as in the case of a municipal by-law, be valid, notwithstanding any want of substance or form in the by-law or in the time or manner of passing the same. (7) No debenture issued under the by-law shall be for less than 8100. The debentures may be in the form given in Schedule H to this Act. (8) Nothing contained in the preceding five sub-sections shall be deemed to declare or imply any construction of any statute or of any provision thereof, passed prior to the 20th who to bo regarded ivh absconding debtors 34 order of attachment, procedure to obtain 34 affidavit, contents of 34 what to contain 35 procedure in county courts 35 property which may bo atbicliod 35 sheriff's inventory 35 exenjptions 35 sale of perishable property by sheriff 36 restoration of goods on failure to give security 36 division court judgments, when superseded 36 costs of sheriff, how paid 37 sale of goods, except chattels real ' 37 attachment of debts duo abscimd'ng debtor 38 action by sheriff 38 statement of claim by sheriff 39 indemnity to sheriff 39 sale of debts by sheriff 39 action by purchaser of debts in his own name 39 distribution of proceeds 40 surplus to bo restored to debtor 40 form of bill of sale of a debt 40 ACCOUNT, limitation of time for commencement of action for 2 ACCOUNTS, finances of municipal corporations, see Municipal Finance 197 keeping and auditing of municipal and school accounts, see Municipal AND School Accounts . 222 ACKNOWLEDGMENTS OF DEBT, when required to be in writing 54 ACTIONS, limitation of, see Limitation of Actions 1 ADMINISTRATION, limitation of time for action to recover personal estate 3 taking property in hands of executors, etc., in execution 14 valuation of securities of creditors when estate insolvent 46 AGENTS ENTRUSTED WITH GOODS, when agent to be doomed owner, and for what purposes 92 when agent in possession to be deemed entrusted 92 contracts with agent, when valid 92 pledge of documents of title to be deemed pledge of goods 93 antecedent debt not to authorize pledge 93 contracts must bo banafide 93 loans, advances and exchanges, when to bind owner 93 what deemed contract with agent 94 payments, when deemed advances 94 civil liability of agents not affected 94 convictions for theft not admissible in evidence 94 remedies of owner 94 232 INDEX. I \m -f:'; ASSIGNMENT OF CHATTEL MORTGAGE, ••*•• rugmtrittioii nf 82 ASSIGNMENT OF DEBT, right (if Hiiroty to, on payniunt 40 ASSIGNMENTS BY INSOLVENTS, confusgionH of judgiiit'iit, cngiiovitH, utc, in fraud of cruditorn to l)u void. . QT gifts, ImnHforH, utc, to dufuiit or jirujudico cruilitorH void 58 iiction to Hot aside within Hixty days, utl'uct of 58 assignniunt within sixty days tlioruafter, otl'oct of 58 creditor to include sureties and endorsers 58 transfer to creditor of consideration for sale, invalid 59 bona fide sales and transfers for value jirotected 51) securities given up or exchanged liy creditors 5t) wages, (Miyiuents of protected 60 securities taken for advances to enable delitor to continue in business. ... CO nssignnient for general benefit of creditors protected 69 voidable when not in accordance witli Act 59 form and contents of 00 amendment of by judge 6,3 to take precedence 7 08 f.8 58 58 59 59 5!) GO CO 59 5!) m «3 «2 63 ti:i i'A ()4 «i(J 01 61 70 64 Go 65 65 70 61 62 68 66 66 66 67 67 29 AUTHENTICATION. '*'"• of luunicipiil )>y-liiws 198 AWARD, limitation of tiiiiu for ikotion upon 1 BANIvS, duty rtH to remloring Btiituments of l)aliincu dui; to iiuiuici|iiility 227 BILLS OF EXCHANGE, Hciziiii! in uxucution 3 biulorsenient of imymentti by jmyoo not to take out of Stuluto of Liuiitii- tions 56 drawing, iiccupting and endorsing by companies 139 not to be isHUtid by municipality for loss than $15 error in Ktiiteuiuiit of age, clluct of 155 inauralilo iutoru.st nucussiiry to support contract 156 luiuors may in.surc when ovur tiftooii years of agu 156 surruiidur or assigimiuiit of policy 157 lire insurance contracts, what may bo included, term of 157 renewal 167 statutory conditions to form part of every contract 157 variations in 163 extra conditions void unless held just and reasonable 163 proof of loss, when neglect to give, will not affect policy 163 appeals from dupision of court or jutlge 164 companies not To reduce capital until termination of policies 194 INTERPLEADER, certificate under Creditors' Relief Act to l)o deemed an execution for pur- poses of 16 J JOINT DEBTORS, limitation of time for connnencenient of action against 2, 3 written acknowledgment by one not to charge others 56 JOINT STOCK COMPANIES, incor[)oration and regulation of, sec Cojii'aniks 115 winding up of, see WiNtHNo Up 172 JUDGMENTS, riglit of surety to assignment in payment of debt 49 assignment for benefit of creditors to take precedence of 62 priority among executi(m creditors abolished, see CiiEiiiTOUs' Relief Act 14 L LEASES, limitation of time for action for rent 1 seizure of in execution 8 LETTERS PATENT OF INCORPORATION, see Companies 115 LIEN, for advances on goods entrusted to agents 92 LIMITATION OF ACTIONS, action for rent upon a demise 1 uj)on a bond or other sjiecialty except on certain mortgage covenants 1 on recognizances 1 < )n awards 1 for an escape 1 for money levied on execution 1 for penalties or damages 2 on covenants in mortgages made on or after 1st July, 18!)4 2 for account 2 to recover personal estate of intestate 3 when ])laintitt" under age or mm C(iin})(>s vwntis 2 ])laintirt' non-resident 2 defendant non-resident 2 joint debtors, ]irovision in case of 2, 3 written acknowledgments or part i)ayment, effect of 3 when written acknowledgment necessary to take debt out of statute 54 LIMITED LIABILITY, .sw Companies 115 LIMITED PARTNERSHIPS, formation of 95 general and special partners, liability of 95 authority of 96 INDEX. 241 LIMITED PARTNERSHIPS— anhn»ed. '*•• certificate uf entry into co-partnership, contents and form of . . . .' 96 tiling of, in county court oftice 96 partnership not formed until filed 96 renewal or continuance, certificates of 96 dissolution, certain alterations to constitute 97 not to take place prematurely without notice 98 name or style of partnership 97 general partners, actions to be brought by and against 97 special partners, restrictions upon stock of 97 privileges of 97 other creditors to be preferred in case of insolvency of firm 98 LIQUIDATOR, see Winding Up 172 LOAN CORPORATIONS, loans, powers as to making 165 what security may be taken 166 when to shareholder may be deducted or paid out of capital 170 restrictions on loans on stock 167 securities, purchase and sale of 166 granting discharge of 1C6 lands, powers as to holding 166 reser\'e fund, power to form 166 borrowing powers, limitations as to 167, 168 receiving deposits 169 debentures, limit of amount, form of 169 aggregate amount not to exceed mortgages held 170 debenture stock, limit of issue of 170 nomination of successor by member or investor 170 intestate members, disposition of funds of 171 validity of mistaken payments in case of supposed intestficy, etc 171 mortgage sales, disposal of surplus 171 rights of execution creditors 171 LOCAL IMPROVEMENT BY-LAWS, see Municipal Finance 198 M MARRIED WOMEN'S PROPERTY, interpretation, "contract," " property " 105 power to hold and dispose of property as if /«ne sole 106 contracts prior to 13th April, 1897, binding separate property 106 on andafter 13th April, 1897 106 women married on or before 4th May, 1859 107 after 4th May, 1859, and before 2nd March, 1872 107 since 2nd March, 1872 107 personal property of women marriv • . after 4th May, 1859 107 earnings of married women 108 power of disposition when married after Ist July, 1884 108 property acquired after Ist July, 1884 108 execution of general power of appointment by will 108 court may bind interest of, in any property 108 deposits, stocks, sliares, etc., when and how far regarded as separate estate 108, 109 husband need not join in transfer of 109 fraudulent investment of husband's money 110 protection of separate property, remedies for 110 ante-nupital debts, etc 110 liability of husband for debts and torts ot wife 110 husband and wife, sunnnary decision of questions as to property between 111 executrix or trustee, powers of married woman as 112 marriage settlements, saving as to 112 earnings of minor children, cifder of protection for 112 legal personal represenU? lives, rights of 114 17 * 242 INDEX. II Pi 'i' If, ' Plan MERCANTILE AMENDMENT ACT 49 sureties, rights of on ])aynient of debt 49 bills of lading, rights of consignor and consignee 50 how far evidence , 50 warehouse receipts, etc., rights and liabilities under, as collateral security 51 limit of time for which goods or timber may be held, under 52 lien on timber for advances under 53 transfer of, when given for crude petroleum 53 MERCANTILE LAW, definition of expressions relating to time 49 see WRITTEN PROMISES AND ACKNOWLEDGMENTS 54 ASSIGNMENTS BV INSOLVENTS 57 BILLS OF SALE AND CHATTEL MORTGAGE ACT 73 CONDITIONAL SALES OP CHATTELS 88 AGENTS ENTRUSTED WITH GOODS 92 LIMITED PARTNERSHIPS 96 REGISTRATION OF CO-PARTNERSHIP.S 99 MINORS, linjitation of time for commencement of action after coming of age 2 ratification of promise after coming of age to be in writing 66 may make cc^ntracts of life insurance 166 MONEY, seizure of, in execution 8 MONTH, means a calendar month 48 MORTGAGES, limitation of time for commencement o" action on covenants 1, 2 seizure in execution 9, 10 registratioij of when given to secure bonds of companies 80 powers of directors of companies as to making 130 of personal property, see Bills of Sale and Chattel Mortgage Act 73 companies for lending on, see Loan Corporations 166 MORTGAGES OF PERSONAL PROPERTY, see Bills of Sale and Chattel Mortgage Act 73 MORTGAGES OF REAL ESTATE, powers of directors of companies as to making, companies lending on, sec Loan Corporations 165 MORTGAGORS, |t-i.*;Ji'«t(iuty as to rendering statement of amount due to municipality 227 MUNICIPAL FINANCE, treasurer to open special account with bank 197 inspection of books of bank or company holding corporation moneys by auditors 197 authentication of by-laws by seal, and the signatures of head and clerk . . 198 evidence of by-laws 198 recitals to be proved when assent of Lieutenant-Governor required 198 promulgation of by-Laws by publication 198 notice to be appended 198 validity of by-laws if not moved against within time limited 199 debts, formalities nece8.sary in by-laws creating 199 when debentures to be issuable 200 when to bo made payable 200 special rate 200 interest on sinking fund investments, how to be estimated 201 recitals in by-law 201 where by-law for local improvements 201 guaranteeing local improvement debentures 202 payment by annual instalments 202 special rates to be a charge on property 202 county by-laws, when to be submitted to ratepayers 203 assent of electors, when required 203 special meeting of county council 204 repeal of by-law, restrictions upon 204 ■4&'" . r INDEX. S48 MUNICIPAL FINANCE— C<)»i«mi(ed. "« for purchuHo of public works 206 Hpeciikl rates for 205 registration of by-laws, when reijuired, mode of 205 publication of notice 206 optional in case of local improvement l)y-law8 207 application to set aside by-law , 208 informalities not to invalidate debentures 208 yearly rates, by-laws respecting 209 annual levy for all debts falling due within the year, — limit of rate. . 209 how to be calculated 209 estimates, to be made annually 209 ])ower to pass by-laws 210 deficiency in amount raised, how mot 210 surplus in amount raised, application of 210 date from which taxes to be computed 210 exemptions of manufactures and waterworks 211 reduction, assent of Lieutenant-Gt>vernor 211 anticipatory aiJproprintions, what funds may lie used 211 by-law to distinguish sources and application 212 recitals in by-law 212 assent of Lieutenant-Governor 212 on dissolution of municipal union 213 accounts, to bo kept for special rate and sinking fund 213 sinking fund, liability for diversion (jf 213 statement by treasurer as to amount required 214 liability for neglect to levy 214 special rates, application of surplus 214 surplus moneys, application of 213, 215 investments, members of council not to be parties to 216 returns to government 216 commission of inquiry 217 debentures, etc., how to be executed 218 full amount to be recoverable, althougli sold at a discount 218 informalities, when not to invalidate 218 for local improvements, consolidation 219 transfer, prescribuig mode of 220 registration of 220 not to be issued for less than $100 each 221 current expenditure, borrowing for pending collection of taxes 220 school moneys, payment over to boards 221 MUNICIPAL AND SCHOOL ACCOUNTS, provisions for keeping and auditing 222 application of Act 222 provincial municipal auditor, appointment and duties of 222 rules as to books of account and conduct of audits 222 books of account, preparation of by audit(>r 223 for school boards 223 councils and boards to procure books 223 publication of 224 inspection and audit of accounts, when to be made 224 powers of auditor while holding investigations 224 treasurer to notify auditor of his appointment 225 producing books when required 225 penalties for neglect 225 report on inspection or audit 225 council to see that Act enforced 225 expenses, how paid 225 renuineration of auditor 226 annual report of auditor 226 by-laws directing payment of corporation funds into bank 226 directing that cheque of treasurer be countersigned 226 treasurer to keep corporation moneys separate from his own 226 244 INDEX. B 5iA MUNICIPAL AND SCHOOL ACCOUNTS— C()L.S, *^ borrowing powers of boards '. „„_ 246 INDEX. K I IJ ' SALES, I*"* under execution, »tc Exfxttion 4 of personal property, where poHHeHuion unchnnged, sir Bills of Sale and CUATTKL MoRTllAIIES 7M where posHession passeH without ownerHliip, .ttc C'oNtHTioNAL Salgh ■ 88 SAVING SOCIETIES, .sec Loan Companies 165 SCHOOL MONEYS, application of surplus moneys of municipalities for school purposes 216 payment over to boards of moneyH borrowed for current expenditure. . . , 221 borrowing powers of separate school boards 228 investigation of books, etc., of boards, sec Mi'nicii'al and School AccoiNTs 222 SEAL, execution of contracts and negotiable instruments on behalf of companies witliout 139 authentication of municijial by-laws by 198 nninicipal debentures to be executed under 218 SECURITIES, seizure in execution 8 valuing by creditors on administration of insolvent estate 46 right of surety to assignment on payment of princi{)al deljt 49 valuing by creditors on assignment for benefit of creditors 66 SEPARATE PROPERTY, see Married Women's Property Act 105 SEPARATE SCHOOLS, board may borrow on mortgage, etc 228 provision foi repayment 228 issue of debentures 229 requisites of by-laws 229 debentures to be for not less than §100 each 229 SET-OFF, statue of limitations to apply to ■")5 SETTLEMENTS, see Married Women'.s Property Act 105 SEWERS, when municipal debts for, to be payable 200 SHAREHOLDERS, loan corporations lending to 170 see Companies 115 see WiNDiNo Up 172 SHERIFF, duties and powers under execution, see Execution 4 distribution of assets of judgment debtor, see Creditors' Relief Act. ... 14 assignments to, see Assignments 57 SINKING FUNDS, collection and investment of, by municipal councils 200, 213 by-laws reducing rates for 203 SPECIAL PARTNERS, rights and liabilities as distinguished from general partners 9.''' STANDARD TIME, adoption of ii# STATUTE OF FRAUDS, extended to contracts for future delivery of goods 56 STATUTE OF LIMITATIONS, see Limitation of Actions 1 STATUTORY CONDITIONS, in fire insurance policies 15 STATUTORY PENALTIES, limitation of time for bringing action for 2 'if INDEX. 247 STOCK, tu» Hoiziiro of in execution fl roHolutions for reduction of 102 in conipiuiieH uonorally, see Oompaniem . . 116 ))orrowing (ind lending on, see Loan Coiu'ouations 165 chUh nnon, liiiuidation, see Windino Up 172 STOLEN GOODS, order for delivery of property after sununary trial 41 not to bar right of person convicted 41 when not to be made 42 np]>lication of provision 42 rights of crown ijreserved '*<'» when proceedings may be taken for voluntary liquidation 174 order of court for winding up on application of contributory 174 commencement of proceedings (.74 registration of order or resolution for winding up 174 effect of commencing proceedings, restriction on business 174 property and assets, distribution of 176 inspectors, appointment, revocation, etc., of 175 to be subject to jurisdiction of court 182 liquidators, appointment and security of 175 cesser of j)owers of directors 175 exercise of power where two or more appointed 175 general powers of 176 may carry on business 176 may sell property and debts 176 issue of negotiable instruments by 176 taking out letters of administration to contributory 's estiite 177 adjustment and conipromise of claims by 177 transfer of property to another company 178 not to employ counsel without leave 181 not to purchase assets of company 181 bank deposits and pass books 182 subject to summary jurisdiction of court 182 remuneration of 183 annual report to be made by 183 vacancies in office of 187 removal of by court 187 estate to be under control of court when there is no liquidator 187 contribucories 179 settlement of lis* of 179 settlement of list by court 180, 184 list to distinguish between personal and representative liability . 180 list to be prima facie evidence of liability 180 ascertaining liability where shares transferred 179 failure of representative of deceased contributory to pay 180 calls on 180 liability to arrest 181 powers of court with respect to 184 proceeding on their own behalf 186 costs and expenses of proceedings, pivyment of 182 meetings of company to be called by liquidators 182 general and annual meeting 183 notice of, how given 183 voting at 183 application to court, powers of court thereon 184 stay of action 184 orders on contributorieb and officers of company 184 inspection of books and examination of officers, etc 185 production of documents not to prejudice liens 186 assessment of damages 186 rescinding resolution or decisic i of liquidator 187 orders, how enforced 188 powers of county court 188 practice and procedure 189 appeals 188 judgment in appeal to be final 188 dissolution of company 190 accounts to be submitted to general meeting 191 report to provincial secretary 191 disposal of unclaimed dividends and unappropriated I)alance8 191 disposition of books and papers 192 rules by board of county judges for carrying out Act 192 INDEX. 249 .. 174 .. 174 .. 174 .. 174 .. 174 .. 176 .. 175 .. 182 .. 175 .. 175 .. 175 .. 176 .. 176 .. 176 .. 176 .. 177 .. 177 .. 178 .. 181 .. 181 .. 182 .. 182 .. 183 .. 183 .. 187 .. 187 .. 187 .. 179 .. 179 180, 184 ^y. 180 .. 180 . . 179 . . 180 . . 180 , . . 181 , . . 184 . . . 186 , . . 182 . . . 182 . . . 183 . . . 183 ... 183 . . . 184 . . . 184 . . . 184 . . . 185 . . . 186 . . . 186 . . . 187 . . . 188 . . . 188 . . . 189 . . . 188 . . . 188 ... 190 . . . 191 . . . 191 . . . 191 . . . 192 . . . 192 WINDING UP OF JOINT STOCK COMVASlEii— Continued. iaor resolution for diytritnition of iiHsets or ruduction of cajiital 192 publication of notice 193 when ruHolution niay bo carried into eti'oct 193 robtrictions on insurance or guarantee conijiany 194 reduction of shares not to uti'ect amount payable thereon 194 advertisement to state capital amount 195 forms 195 WUITTluN IMIOMLSES AND ACKNOWLEDGMENTS OF LIAUTLITV, when written acknowledgment renuired to take case out of Statute of Limitations 54 effect of .') joint contractors — acknowledgment by one only tiT) judgment in such cases 55 indorsement by [layee not to take note out of statute ."i5 set iAY, statute of limitations to apjily to 55 infancy— ratification of promise made during 55 reiircsentations regarding credit, etc., of third party 55 consideration for guaranty need not appear in wi'iting 5(! future delivery of goods, statute of frauds extended to contracts for .... 5() YEARLY RATES, municipal by-laws re.specting, nee Munic'U'AL Finance 2!)» 18 I m f i t Ui ^^4 c//<7r//i'rlJ^U& /^ ie/al/y /Ay" rrVfy//J /Hm^r///oyr/rr/y/y