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declare that every denomination of really laying upon churchmen, when we Christians ought to keep up " some sort require their children to absent themof religious worship’ on the Lord's day. selves from church and actually attend But every other legal provision for ren- school upon the most sacred fasts and dering that day more sacred than any festivals of their church. We believe day, consists in mere statutory provi- nothing more is required to induce jussions, which may be repealed any day, tice in regard to these matters, than a and then nothing would be less impro- fuller comprehension of the real facts bable than to require all the common in these cases. It is only very recently school children to hold a kind of musi- that the courts and the schools have disa cal or other artistic service, devoted to continued their sessions on Christmas the gods of the day, as has been done and Good Friday. And even now some before in other states or countries ; and of the courts require to be informed, how could any one say, such a service that in holding sessions on Good Friday would not be " some kind of religious they are but giving countenance to the worship’ within the Constitution ? We precedent of Pontius Pilate. do not doubt some of the descendants There can be no doubt in this case the of the Puritans would be able to com- children were required to disobey their prehend that this would be an essential parents, and were punished for not abridgment of the rights of conscience doing so. They might as well have in the free exercise of religious worship.been subjected to corporal punishment They would feel it more because it inter- as to exclusion from school. Then the fered with their worship on Sunday. case would have been precisely parallel But there can be no question, the with that of Morrow v. Wood, 13 Am. Roman church, or the English church Law Reg. N, S. 692, and the able and and its American branch, conscien- judicious opinion of Mr Justice Cole tionsly regard some of its festivals, would fully apply to this case. Since falling on week-days, far more sacred the common schools have been comthan

an ordinary Sunday, and so pelled, by the contrariety of opinion cqually of the services. We need not upon religious subjects in the country, specify beyond Christmas and Holy to virtually abandon all instruction Thursday or Ascension day, as to the upon the subject, it must not be exEnglish church. And from what we pected that it can be also tolerated in a have seen of the mode of celebrating Christian country, that they should be * Corpus Christi," on the continent of allowed to teach positive irreligion, or Enrope, we make no question that is what directly conflicts with Christian one of their greatest days. The same teaching upon morals. The first great may be said of the Feast of the Purifica- command of the Decalogue, as to our tion, or Candlemas, which is celebrated duty to each other, is, “ Honor thy in St. Peter's, Rome, in a style of mag- father and thy mother." There could nificent display infinitely beyond that then be nothing more in conflict with of an ordinary Sunday. It is only Christian teaching than to require the Easter day that is properly calleil the children to disobey their parents. It is Lord's day in the Catholic church as the creditable, we think, to the Roman anniversary of the resurrection. The church that their children were too well other Sundays in the year are called so taught in their primary duty to their by courtesy. The undeniable fact thai

parents to obey the school, when it we Protestants have become a kind of came to a conflict between the school Sunday Christians, renders it difficult for and their parents. us to comprehend what burdens we are It is greatly to be feared that we are oll quite too indifferent to the general effect of so magnifying the authority und wisdom of the common schools in the eyes of the children, above their parents, in all matters even remotely pertaining to education, and at the same time teaching the children that mere text-book knowledge is superior to all other attainments. There can be little doubt, this may have contributed more than we comprehend to that general disregard and disrespect among the young toward their elders, which is so much deplored by many. But when it comes to the matter of religious teaching, which is so exclusively under the control of the parents, and by the very organic law of the state made sacred above all other rights, it might be supposed no one could fail to comprehend the unreasonableness of the claim here made. What is said in the Constitution of the state about the duty of maintaining schools, and the consequent necessity of their claims being vindicated by the courts, is all very well. But it must be remembered that the provisions in the Constitution about

schools are subordinate to those securing freedom of religious worship. And if we make the case under consideration our own, we shall all be able to comprehend that the demands of the school authority here were most unreasonable and without either law or necessity. We think it unfortunate, both for the interests of the schools and the quiet and good order of the country, that any class of Christians should have been subjected to such hard measures in defining religious freedom, the thing above all others of which we boast the loudest. It seems to us far wiser to mete out to all the most liberal measures upon this subject, especially where, as in the present case, it must be conceded by all that they offer a very plausible, if not, as we think, an invincible legal vindication of their claim, By so doing we shall be able to secure the support of the clearest popular conviction in support of the decisions of the courts, in refusing all countenance towards clearly unreasonable and illegal demands of that character.

I. F. R.


GEORGE McLEOD. The plaintiff company was about being organized, and defendant was asked to take stock in it, and subscribed his name to a paper prepared for that purpose, agreeing to take ten shares. Held, that this was an offer made by the company on the one side, and accepted by the defendant on the other, and that a complete contract was formed, which made him liable as a stock holder to assessments.

lleld, also, that it was not necessary that certain shares designated by numbers should be assigned to defendant, to make him liable.

This was an action of debt to recover a balance alleged to be due from the defendant as a subscriber for stock in the European and North American Railway Company.

It appeared at the trial that a meeting to organize the plaintiff company under the Act of Incorporation was held on the 30th May 1864, when directors were chosen, a secretary and treasurer appointeil, and by-laws passed defining the duties of the president and secretary, the mode of calling special meetings, the form of certificates of shares and the manner in which they were to be signel, &c. A committee was also appointed to obtain subscribers for stock. The persons who agreed to take stock in the company subscribed their names on a sheet of paper, called “ The Stock Subscription List,” which hail the following heading :

" The European and North American Railway Company for extension from St. John, westward.

"We, the following persons, whose names are subscribed hereto, do hereby agree to take, and do take, the number of shares in the capital stock of the aforesaid company set opposite to our respective names, subject to the aforesaid Act of Assembly incorporating said company, and the aforesaid by-laws of the said company and the laws of this province.

Shares, $50 each.

Among a large number of subscribers in this list, the defendant's name appeared as a subscriber for ten shares—his name, occupation, and the number of shares, all being in his own handwriting.

Evidence was given that assessments had been made and failure by defendant to pay.

ALLEN, J., after stating the pleadings and facts in the case, continued :— The first question is, whether the defendant was a stockholder in the company? I think there is a clear distinction between this case and the English cases that have been referred to. There is nothing in the act incorporating this company, or in any of our acts relating to corporations generally, defining what shall constitute a stockholder. Both the act of incorporation, and the Act 32 Vict. c. 54, speak of “subscribers” for stock, and of the stock being “subscribed for;” and many other acts of incorporation use similar expressions, tending to show, it seems to me, that when a company is about being organized, and persons are asked to take stock in it, and subscribe their names to a paper prepared for that purpose, agreeing to take a certain number of shares, if the company is organized under its charter, the persons so subscribing their names become liable as stockholders in the company. It is an offer made by the company on one side, and accepted by the

person so subscribing his name, on the other, and therefore becomes a complete contract. This, in my opinion, constitutes the

Vol. XXIV.-75

distinction between this case and Pellatt's Case, Law Rep. 2 Ch. 527; Gunn's Case, Law Rep. 3 Ch. 40, and a number of other English cases, decided under the Winding-up Act. In each case, the question is, whether there is a contract. Lord CAIRNS says in Pellatt's Case : “I think that where an individual applies for shares in a company, there being no obligation to let him have any, there must be a response by the company, otherwise there is no contract. * I cannot, therefore, consider an application for shares, followed by a registration, not communicated to Mr. Pellatt, to constitute a complete transaction.” But where, as in the present case, the authorized agents of a company apply to an individual and request him to take shares in the company, and he assents, and subscribes his name to the stock-list, stating the number of shares he agrees to take, what more is needed to complete the transaction? Had the defendant in this case applied to the company for shares, then I adınit there would have been no contract until they assented, and communicated their assent to him; but that is not the state of facts here. It is also contended that the shares should have been numbered, and that the defendant was not a stockholder until the company assigned ten shares to him, distinguished by certain numbers. But where is the obligation to number them? The act of incorporation does not require it. It is true, the by-laws of the company contemplate that certificates of stock should be issued to the stockholders, and the form of certificate shows that it was intended that the shares should be distinguished by numbers; but would the omission of the company to issue a certificate, or to describe in it the numbers of the shares, or to misdescribe the numbers, deprive a stockholder of his shares? I think not. The certificate does not constitute the contract between the company and the shareholder, though it may be evidence of it against the company. It was also contended that unless the shares were numbered, they could not be seized under an execution, as provided by 1 Rev. Stats., cap. 119. But I do not assent to that proposition. I see no difficulty under that act in seizing shares in a company, though they are not distinguished by any particular numbers. The act says, that “ The shares of stock of every stockholder in every incorporated joint-stock company, shall be personal estate and liable to be seized and sold as such. The officer executing the execution shall leave a certified copy thereof with the clerk, secretary or cashier of the corporation,

who shall give the sheriff a certificate of the number of shares held by such execution-debtor; and the shares therein so liable shall be deemed seized when such copy is left, and sball be sold, &c.; and on producing a bill of sale from the sheriff, the officer of the corporation, whose duty it is to register the transfer of shares, shall transfer to the purchaser the shares so sold.” Now, what more is necessary than that the officer of the company should give the sheriff a certificate stating how many shares the debtor owns? And if they have never been numbered, or, if numbered, the officer does not state the numbers in his certificate, but merely states (what the act requires of him) that the debtor holds five or ten shares, as the case may be, will that prevent the sheriff from selling those five or ten shares, and the purchaser from being registered as the owner of them in place of the original holder ? If the shares were of different values, then I could understand the necessity of numbering them, to distinguish one class from the other; but where all are of equal value it would seem to be immaterial whether they were numbered or not-the sheriff could sell the whole, or a certain number of the shares, and no confusion could arise for want of their being numbered. The cases of The Newry f Enniskillen Railway Co. v. Edmonds, 2 Exch. 118; The Wolverhampton Waterworks Co. v. Hawksford, 7 C. B. N. S. 795, and The Irish Peat Co. v. Phillips, 1 B. & S. 629, have been relied on by the defendant's counsel; but two of these cases turned upon the particular words of “ The Companies Clauses Consolidation Act," which declares in sect. 8, that every person who had subscribed the prescribed sum to the capital of the company, and whose name had been entered on the register of shareholders, should be deemed a shareholder of the company; and in sect. 9, that the company should keep a book to be called “The Register of Shareholders," in which should be entered the names and additions of the persons entitled to shares in the company, together with the number of shares to which such shareholder should be entitled, distinguishing each share by its number, and that the book should be authenticated by the seal of the company affixel thereto. In actions for calls in the first two of these cases, it was held, that to constitute a person a holder of shares, the company was bourid to prove that his name was on the register. It is true, that ERLE, C. J., in delivering judgment in The Wolverhampton Waterworks Co. v. Hawksford, says, “No shares had been num

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