477

(2) If default is made in compliance with this section, the company shall be liable to a fine not exceeding fifty dollars for every day during which the default continues ; and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.

Contracts, &c.

77.-(1) Contracts on behalf of a company may be Form of made as follows (that is to say) :-

*

contracts.

s Edw. 7 c..

(i) Any contract which if made between private 69 s. 76,

persons would be by law required to be in writing under seal, may be made on behalf of the company in writing under the common seal of the company, and may in the same manner be varied or discharged :

(ii) Any contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the com- pany in writing signed by any person acting under its authority, express or implied, and may in the same manner be varied or dis- charged:

(ii) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the com- pany by any person acting under its authority, express or implied, and may in the same man- ner be varied or discharged.

(2) All contracts made according to this section shall be effectual in law, and shall bind the company and its sueces- sors and all other parties thereto, their heirs, executors, or administrators as the case may be.

78. A bill of exchange or promissory note shall be pills of ex- deemed to have been made, accepted, or endorsed on change and behalf of a company if made, accepted, or endorsed in the promissory name of, or by or on behalf or on account of, the company notes. by any person acting under its authority.

J. s. 77.

Ib. s. 78.

79. A company may, by writing under its common seal, Execution empower any person, either generally or in respect of any of deeds specified matters, as its attorney, to execute deeds on its abroad. behalf in any place not situate in the Colony; and every deed signed by such attorney, on behalf of the company, and under his seal, shall bind the company, and have the same effect as if it were under its common seal,

have official

80.-(1) A company whose objects require or comprise Power for the transaction of business outside the Colony may, if company to authorised by its articles, have for use in any territory, seal for use district, or place nor situate in the Colony, an official seal, abroad. which shall be a facsimile of the common seal of the com- 7b, s. 79. pany, with the addition on its face of the name of every territory, district, or place where it is to be used.

(2) A company having such an official seal may, by writing under its common seal, authorise any person ap- pointed for the purpose in any territory, district, or place not situate in the Colony, to affix the same to any deed or other document to which the company is party in that territory, district, or place.

(3) The authority of any such agent shall, as between the company and any person dealing with the agent, con- tinue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent's authority has been given to the person dealing with him.

(4) The person affixing any such official seal shall, by writing under his hand, on the deed or other document to which the seal is affixed, certify the date and place of affixing the same.

(5) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company.

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