given a rule nisi for an attachment was moved for, and on cause being shown the director made an affidavit, stating "that he had not at the time the order was made, nor had he at any time since, in his possession, custody or power any of the documents mentioned in the order :" it was held, that the affidavit was insufficient, as it did not state any facts showing that the director had no knowledge in whose control the documents were. S. C., 31 L. J., Exch. 508. order defendant to pro The Court of Chancery, upon the application of the plain- Court or tiff in any suit commenced by bill, whether the defendant judge may may or may not have been required to answer the bill, or may or may not have been interrogated as to the possession duce docuof documents, may make an order for the production by any ments, &c. defendant upon oath of such of the documents in his pos- on oath. session or power relating to matters in question in the suit as the court shall think right, and the court may deal with such documents when produced in such manner as shall appear just. 15 & 16 Vict. c. 86, s. 18. In Law v. The London Indisputable Policy Company, 10 Production Hare, App. 20, a question was raised whether a company or by company. corporation answering under their common seal were a defendant within that section; see, however, Ranger v. Great Western Railway Company, where the affidavit as to documents was directed to be made by one of the company's officers; 4 De G. & J. 74; 7 W. R. 426; 28 L. J., Ch. 741; 5 Jur. N. S. 1191. It had been previously held, that the production of documents upon oath could not be obtained from the secretary of a company who was not himself a party to the suit. Attorney-General v. East Dereham Corn Exchange Company, 5 W. R. 486; the proper course in such a case being to make the secretary a defendant. Ib.; see further, Chaffers v. Woolmer, 30 L. T. 126, and Gaskell v. Chambers, 28 L. J., Ch. 388; 26 Beav. 303. Where the clerk of a company stated in his affidavit that all the documents were in the possession of the warden, and that he could not inspect them without the warden's permission: V. C. Wood held, that the affidavit was insufficient. Attorney General v. Warden of Mercers' Company, 9 W. R. 83; see Morgan's Ch. Acts, p. 169 3rd ed. Upon a bill filed against three directors (who had also been Directors of treasurers and trustees of a public company, but had ceased companies. to be so before the motion for production), it was held, that the defendants would not be compelled to produce documents which were not in their exclusive possession, but only in their possession jointly with the other directors. Penney v. Goode, 1 Drew. 474; 22 L. J., Ch. 371; Taylor v. Rundell, Cr. & Ph. 104. The act 19 & 20 Vict. c. 47, s. 106, pl. 5, contained the words “and such certified copy shall be primâ facie evidence of the matters therein contained in all legal proceedings whatever." Certain docu ments to be received in evidence without proof of seal or signature, &c. of person signing the same. Documents admissible without proof of seal, &c. in England, Wales or Ireland equally admissible in the colonies. Examined or certified copies of documents evidence. By statute 8 & 9 Vict. c. 113, s. 1, whenever by any act then in force or thereafter to be in force any certificate, official or public document, or document or proceeding of any corporation or joint stock or other company, or any certified copy of any document, bye-law, entry in any registry or other book, or of any other proceeding, shall be receivable in evidence of any particular in any court of justice, or before any legal tribunal, or either house of parliament, or any committee of either house, or in any judicial proceeding, the same shall respectively be admitted in evidence, provided they respectively purport to be sealed or impressed with a seal, or sealed and signed, or signed alone, as required, or impressed with a stamp and signed, as directed by the respective acts made or to be thereafter made, without any proof of the seal or stamp, where a seal or stamp is necessary, or of the signature or of the official character of the person appearing to have signed the same, and without any further proof thereof, in every case in which the original record could have been received in evidence. See 14 & 15 Vict. c. 99, s. 9, as to Ireland. Documents admissible in Ireland without proof of seal are admissible in England and Wales. Ib., s. 10. Every document which by any law then in force, or thereafter to be in force, is or shall be admissible in evidence of any particular in any court of justice in England or Wales or Ireland without proof of the seal or stamp or signature authenticating the same, or of the judicial or official character of the person appearing to have signed the same, shall be admitted in evidence to the same extent and for the same purposes in any court of justice of any of the British colonies or before any person having in any of such colonies by law, or by consent of parties, authority to hear, receive and examine evidence, without proof of the seal or stamp or signature authenticating the same, or of the judicial or official character of the person appearing to have signed the same. 14 & 15 Vict. c. 99, s. 11. The registers of British vessels and certificates of registry are admissible as primâ facie evidence of their contents without proof of signature, &c. Ib., s. 12. Whenever any book or other document is of such a public nature as to be admissible in evidence on its mere production from the proper custody, and no statute exists which renders admissible in its contents provable by means of a copy, any copy thereof or extract therefrom shall be admissible in evidence in any court of justice, or before any person now or hereafter having by law or by consent of parties authority to hear, receive and examine evidence, provided it be proved to be an examined copy or extract, or provided it purport to be signed and certified as a true copy or extract by the officer to whose custody the original is intrusted, and which officer is hereby required to furnish such certified copy or extract to any person applying at a reasonable time for the same upon payment of a reasonable sum for the same not exceeding fourpence for every folio of ninety words. Ib., s. 14; see Re Hall's Estate, 2 De G., M. & G. 748; 9 Hare (App.), xvi.; 17 Jur. 29; 22 L. J., Ch. 177; Reed v. Lamb, 6 Jur. N. S. 828; 29 L. J., Exch. 452; Ratcliff v. Ratcliff, 5 Jur. N. S. 714; 29 L. J., Mat. C. 171; Beatson v. Skene, 6 Jur. N. S. 780; 29 L. J., Exch. 430. See act 19 & 20 Vict. c. 113, to provide for taking evidence in her Majesty's dominions in relation to civil and criminal matters pending before foreign tribunals. If any person shall forge the seal, stamp or signature of Persons forgany such certificate, official or public document, or document ing seal, or proceeding of any corporation or joint stock or other com- signature of stamp or pany, or of any certified copy of any document, bye law, certain docuentry in any register or other book, or other proceeding as ments, guilty, aforesaid, or shall tender in evidence any such certificate, of felony. official or public document, or document or proceeding of any corporation or joint stock or other company, or any certified copy of any document, bye law, entry in any register or other book, or of any other proceeding, with a false or counterfeit seal, stamp or signature thereto, knowing the same to be false or counterfeit, whether such seal, stamp or signature be those of or relating to any corporation or company then established, or to any corporation or company to be thereafter established, every such person shall be guilty of felony, and shall upon conviction be liable to transportation for seven years, or to imprisonment for any term not more than three nor less than one year, with hard labour; 8 & 9 Vict. c. 113, s. 4. Any person is liable to the same punishment who shall forge the seal, stamp or signature of any document referred to in the act 14 & 15 Vict. c. 99, or shall tender in evidence any such document, with a false or counterfeit seal, stamp or signature thereto; any such document, when received in evidence, may be impounded by the court. 14 & 15 Vict. c. 99, s. 17. Felonies under 14 & 15 Vict. c. 99, and 8 & 9 Vict. c. 113, may be tried in the place in which the party charged shall be apprehended or in custody; every accessory to such offence may be tried in any place in which the principal may be tried. 14 & 15 Vict. c. 99, s. 17. This act does not extend to Scotland. Ib., s. 18. PART VI. APPLICATION OF ACT TO COMPANIES REGISTERED 175. The expression "Joint Stock Companies Definition of Acts" as used in this act shall mean "The Joint joint-stock L companies acts. Application of act to companies joint-stock companies acts. Stock Companies Act, 1856," "The Joint Stock Companies Acts, 1856, 1857," "The Joint Stock Banking Companies Act, 1857," and "The Act to enable Joint Stock Banking Companies to be formed on the Principle of Limited Liability," (a) or any one or more of such acts, as the case may require; but shall not include the act passed in the eighth year of the reign of her present Majesty, chapter one hundred and ten, and intituled "An Act for the Registration, Incorporation and Regulation of Joint Stock Companies." (a) These statutes are 19 & 20 Vict. c. 47; 20 & 21 Vict. c. 14; 20 & 21 Vict. c. 49, and 21 & 22 Vict. c. 91. 176. Subject as hereinafter mentioned, this act, with the exception of Table (A.) in the first scheformed under dule, shall apply to companies formed and registered under the said Joint Stock Companies Acts, or any of them, in the same manner in the case of a limited company as if such company had been formed and registered under this act as a company limited by shares, and in the case of a company other than a limited company as if such company had been formed and registered as an unlimited company under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint Stock Companies Acts or any of them, and the power of altering regulations by special resolution given by this act shall, in the case of any company formed and registered under the said Joint Stock Companies Acts or any of them, extend to altering any provisions contained in the Table marked (B.) annexed to "The Joint Stock Companies Act, 1856," and shall also in the case of an unlimited company formed and registered as last aforesaid extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the memorandum of association. under joint 177. This act shall apply to companies registered Application but not formed under the said Joint Stock Com- of act to companies panies Acts or any of them in the same manner as registered it is hereinafter declared (b) to apply to companies stock comregistered but not formed under this act, with this panies acts. qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint Stock Companies Acts or any of them. (b) See part vii. post. The number of companies which have been established is Return as to very numerous, and of these a considerable number has been companies. dissolved or ceased to be in operation. See Parliamentary Paper, No. 58, Sess. 1862, pp. 1-71, which is a return of the names, objects, places where business is or was conducted and date of registration of all joint stock companies (limited), formed since the passing of the act 18 & 19 Vict. c. 133, stating also the nominal capital, the capital paid up, date and nature of the last return to the registration office, &c.; and such paper is a like return of joint stock companies (limited), formed since the passing of the act 21 & 22 Vict. c. 91 (in continuation of Parliamentary Paper, No. 188, of Sess. 2, 1859). The same return contains the names of numerous companies included in the previous return as companies then in operation or not known to be in operation which have been dissolved, or have ceased to carry on business, or have been ascertained since the date of the return to be no longer in operation. See return of all joint stock companies registered under 7 & 8 Vict. c. 110, Sess. 1845, No. 577. transferring 178. Any company registered under the said Joint Mode of Stock Companies Acts or any of them may cause shares. its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. PART VII. COMPANIES AUTHORIZED TO REGISTER UNDER THIS ACT. as to regis 179. The following regulations shall be observed Regulations with respect to the registration of companies under this part of this act, (that is to say,) (1.) No company having the liability of its mem tration of existing companies. |