Letters of Credit. The language of a letter of credit should be well considered in reference to the point whether the writer intends to confine it to one or more transactions amounting to a specified sum, and beyond that extent, to cease, or whether he will allow it to stand as a continuing guaranty, so that the person for whose benefit it is given may continue to make new transactions under it, by paying what he first incurs. If the writer desires that notice should be given him of transactions had under the guaranty, it is best to express that condition in the letter. If expressed, the condition must be steadily pursued. There is some conflict of authority as to whether notice is necessary, if not required by the tenor of the letter.(b) In order to render the writer liable, the terms of the letter must be strictly pursued. If it specifies the amount or the time of credit, he cannot be held for a greater amount, or for a debt incurred at a longer credit. I HEREBY guarantee to any person advancing money or selling goods to A. B., not exceeding dollars, the payment thereof, at the expiration of the credit which shall be given. [Date.] [Signature.] [Address] to A. B.(c) 1054. General Letter of Credit and Guaranty.(d) SIR-We hereby agree to accept, and pay at maturity, any draft or drafts on us at sixty days' sight, issued by Messrs. C. D. & Co., of your city, to the extent of $25,000, and negotiated through your bank. We are [etc.] [Date.] [Signature.] I hereby guarantee the due acceptance and payment of any draft issued in pursuance of the above credit. [Signature of guarantor.] [Date.] 1055. Special Letter. To A. B.-Sir-I will be responsible for goods [limiting the kind, if desired] to be sold [or, money to be lent] by you to C. D., to an amount not exceeding in the aggregate dollars [or, if desired to give a continuing guaranty, not exceeding an indebtedness of dollars at any one time]. [Date.] [Signature.] (b) Compare Adams v. Jones, 12 Pet. S. Ct., 207; Douglass v. Reynolds, 7 Ib., 126; 12 lb., 497; Louisville Manuf. Co. v. Welch, 10 How. S. Ct., 461; and Smith v. Dann, 6 Hill., 543; Union Bank v. Coster, 3 N. Y. (3 Comst.), 203. (c) Such a letter, though addressed to the party for whose benefit it is given, enures as a contract with any person to whom it is shown, and who makes the advances, etc., on the faith of it, giving notice to the writer. Adams v. Jones, 12 Pet. S. Ct., 207; Russell v. Wiggin, 2 Story C. Ct., 213. (d) This form is sustained by Union Bank v. Coster, 8 N. Y. (8 Comst.), 203. Such an instrument, not addressed to any particular bank, is a general letter, not limiting the party for whose benefit it is issued, to one bank or to one transaction. Licenses. CHAPTER LVII. LICENSES. A LICENSE is an authority or permission to do some act affecting one's property, without granting any interest or right in the property. It is distinguished from a power, which involves to some extent the idea of the relation of principal and agent; and from a grant, which transfers some interest in the property. A license, relating even to real property, may be given by parol; but if it is desired to give any interest in the property, or any permanent right, the appropriate instrument is a Deed. A license is revocable at the will of him who grants it; and though it is a justification for acts done meanwhile, yet when revoked, the protection which it gave ceases. It is only where a license is annexed as an incident to a valid grant, that it is deemed irrevocable. Hence, if a mere temporary permission is sought, such as to go upon the land and cut wood, an oral license will suffice to protect from a charge of trespass; but if any continuous right is desired, a grant should be made. The subject of Licenses under the Excise Laws is treated of in the chapter of EXCISE. CHAPTER LVIII. MANUFACTURING COMPANIES. IN many of the States, general laws have been adopted authorizing com panies formed for various business purposes, chiefly Manufacturing and Mining, to become incorporated without special charters, by complying with certain conditions. The general law of New York authorizes the incorporation in this way of companies for carrying on any kind of manufacturing, mining, mechanical or chemical business ;(a) for the purpose of raising vessels or other heavy bodies;(b) collecting and selling ice(c) and mineral waters;(d) and for the purpose of printing and publishing books, pamphlets and newspapers.(e) The forms used under the laws of Pennsylvania will be found in the chapter of MINING AND OIL COMPANIES. 1056. Certificate of incorporation for business within the State.... PAGE 586 1057. The same; for business to be carried on wholly or partly without the State. 536 1058. Acknowledgment.. (a) Laws of 1848, 54, ch. 40; 1853, 705, ch. 888; 1854, 469, ch. 201; 1 Laws of 1857, 46, ch. 29; Laws of 1861, 467, ch. 170. (b) Laws of 1851, 16, ch. 14. 536 Formation of Manufacturing Companies. 1056. Certificate of Incorporation for Business Within the State. We, the undersigned [naming at least three corporators], do by these presents, pursuant to and in conformity with the act of the Legislature of the State of New York, passed on the seventeenth day of February, one thousand eight hundred and forty-eight, entitled "An Act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," and the several acts of the said Legislature amendatory thereof, associate ourselves together, and form a body politic and corporate, and do hereby certify: 1. That the corporate name of the said company is [here insert name in full]. 2. That the objects for which the said corporation is formed are as follows [here state them with precision, but in general terms]. 3. That the capital stock of the said corporation shall be which shall be divided into shares of dollars, dollars each. and shall continue in ex 4. That the said corporation shall commence on the the year one thousand eight hundred and 5. That the number of trustees of the said corporation shall be whose names are as follows, and who shall manage the concerns of the said corporation for the first year. [Names.]* 6. That the names of the town and county [or, towns and counties] in which the operations of said company are to be carried on are [here designate them, and if more than one is named, add :] and the principal place of business of the said corporation shall be in the in the county of and State of New York. of [Signatures.] 1057. Certificate of Incorporation, Where Business, or a Part of It, is to be Carried On Out of the State. [As in preceding form to the *, concluding thus:] 6. The said company is formed for the purpose of carrying on some part of its business out of the State of New York-namely, at [insert name of place], and the names of the town and county in which the principal part of the business of the said company is to be transacted are [insert names of town and county]. ON THIS day of A. D. 18 before me personally appeared [insert names of subscribers to the certificate], to me known to be the individuals described in the foregoing certificate, and they severally before me signed the said certificate, and acknowledged that they signed the same for the purposes therein mentioned. [Signature and title of officer.] General Principles. CHAPTER LIX. MARRIAGE AND MARRIAGE SETTLEMENTS. Marriage, in the eye of the law, is simply a civil contract, differing from other contracts only in this, that it cannot be rescinded at the will of the parties. Formal solemnization by a clergyman or magistrate is not essential. An agreement by the parties, made in words relating to the present (as distinguished from a contract to marry in the future) has been declared by high authority to constitute a valid and complete marriage without either consummation or official solemnization.(a) In some of the States, however, the statutes require notice of intended marriages to be given, and licenses to be taken out; the details of the regulations adopted in this regard varying very much in different States. By the common law, infants may marry-in the case of males, at the age of fourteen, and females at twelve-and the consent of parents is not necessary to the validity of the marriage.(b) Solemnization.-For the more convenient preservation of evidence of marriage, the statutes(c) provide, that for the purpose of being registered and authenticated, marriages must be solemnized only by the following persons: 1. Ministers of the gospel and priests of every denomination. 2. Mayors, recorders and aldermen of cities; and, 3. Judges of the County Courts and justices of the peace. When solemnized by a minister or priest, the ceremony is to be according to the forms and customs of the church or society to which he belongs. When solemnized by a magistrate, no particular form is necessary except that the parties shall solemnly declare, in the presence of the magistrate and the attending witness, that they take each other as husband and wife. In either case, there must be at least one witness present at the ceremony. He by whom the marriage is solemnized must furnish, on request, to either party, a certificate signed by him, specifying: 1. The names and residences of the parties, and that they were known to him, or were satisfactorily proved by the oath of a person known to him, to be the persons described in such certificate, and that he had ascertained that they were of sufficient age to contract marriage. 2. The name and residence of the attesting witness or witnessess. 3. The time and place of the marriage. The certificate shall also state that, after due inquiry made, there appeared no lawful impediment to such marriage. Such certificate (which, if signed by a minister, must be acknowledged before a magistrate) may be filed with the clerk of the city or town of the marriage, and entered by him; and the original certificate, and the entry thereof, and a copy of either, are presumptive evidence of the fact of the marriage. As to contracts between husband and wife, and articles of separation, see the chapter on HUSBAND AND WIFE. (a) Fenton v. Reed, 4 Johns., 52; Starr v. Peck, 1 Hill, 270; Clayton v. Wardell, 4 N. Y. (4 Comst.), 230; Caujolle v. Ferrie, 26 Barb., 177; Cheney v. Arnold, 15 N. Y. (1 Smith), 345; Jackson v. Winne, 7 Wend., 47. See, however, to the contrary, Jaques v. Public Administrator, 1 Bradf., 499. This rule is in force in the State of New (b) 1 Bl. Com., 348; 2 Kent's Com., 78. 19. (c) 2 Rev. Stat. of N. Y., 189, §§ 8, LICENSE is hereby granted to any person authorized to solemnize marriages according to the laws of said State, to join in marriage A. B. and C. D., of the county aforesaid; and the person joining them in marriage is also required to make due return of the certificate annexed, to within days, of the names of the parties, time and place of marriage. and by whom solemnized. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal, at day of 1060. Short Form of Solemnization of Marriage, for Magistrates. The magistrate may direct the parties to join their right hands, and will then say "By this act you do take each other for husband and wife, and solemnly promise and engage, in the presence of this witness [or, these witnesses], to love, honor, comfort and cherish each other, as such, so long as you both shall live: Therefore, in accordance with the laws of the State of I do hereby pronounce you husband and wife." in the State of in the year of our Lord one thousand eight hundred and sixty A. B., of and C. D., of were by me united in marriage, at [naming the town or city], in the county of , according to the laws of the State of and in presence of the witness [or, witnesses] below named. And I do further certify, that the said A. B. and C. D. are known to me [or, were satisfactorily proved, by the oath of O. P., known to me], to be the persons described in this certificate; that I ascertained, previous to the solemnization of the said marriage, that the said parties were of sufficient age to contract the same; and that, after due inquiry by me made, there appeared no lawful impediment to such marriage. [Signatures of witnesses.] [Signature and title.] [If certified by minister, add acknowledgment or proof, as in Form on p. 55, 59 or 60.] |