2. On February 1st, 1883, the plaintiff received a copy of this prospectus. facie object of a prospectus is to induce persons to take shares or debentures directly from the company, and as it is not, in general, addressed to persons buying them in the market from previous allottees, the persons so buying cannot, in general, sue the officers or promoters of the company for deceit in respect of misrepresentations contained therein (Peek v. Gurney, L. R. 6 H. L. 378; 43 L. J. Ch. 19; and see Scott v. Dixon, 29 L. J. Ex. 62); but where the prospectus is used to induce persons to buy in the market, persons so buying may maintain an action against those issuing it for that purpose. (Andrews v. Mockford, (1896) 1 Q. B. 372.) One officer or promoter is not, by reason of his position, the agent of the others so as to render them responsible for his frauds, to which they have neither expressly nor tacitly assented, and to which they have not been party. (Weir v. Burnett, 3 Ex. D. 32; Weir v. Bell, 3 Ex. D. 238; 47 L. J. Ex. 704; Cargill v. Bower, 10 Ch. D. 502; 47 L. J. Ch. 649.) The Companies Act, 1867 (30 & 31 Vict. c. 131), s. 38, enacts that every prospectus, and every notice inviting persons to subscribe for shares in any joint-stock company, shall specify the dates and the names of the parties to any contract entered into by the company, or the promoters, directors, or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the company, or otherwise; and any prospectus or notice not specifying the same shall be deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract. This statute gives to shareholders a remedy against the person making the omission. (Cornell v. Hay, L. R. 8 C. P. 328; 42 L. J. C. P. 136; Gover's case, 1 Ch. D. 182; 45 L. J. Ch. 83.) As to what contracts are required to be stated, see Twycross v. Grant, 2 C. P. D. 469; 46 L. J. C. P. 636; 2 C. P. D. 491; 46 L. J. C. P. 645 ; Gover's case, supra; Cornell v. Hay, supra; Charlton v. Hay, 31 L. T. 437; Sullivan v. Mitcalfe, 5 C. P. D. 455; 49 L. J. C. P. 815; Arkwright v. Newbold, 17 Ch. D. 301; 49 L. J. Ch. 684. By the Directors' Liability Act, 1890 (53 & 54 Vict. c. 64), s. 3 (1), an action lies for damage sustained by reason of any untrue statement in a prospectus or notice which invites persons to subscribe for shares in, or debentures, or debenture stock, of a company, or in any report or memorandum appearing on the face thereof, or by reference incorporated therein or issued therewith, at the suit of any person subscribing for shares, debentures, or debenture stock, on the faith of such prospectus or notice, against every person who was a director of the company at the time of the issue of the prospectus or notice, or who authorized the issue thereof, or who having authorized such naming of him, is named in the prospectus or notice as a director, or as having agreed to become a director, and against every promoter party to the preparation of the prospectus or notice, or of the portion thereof containing the untrue statement, unless it is proved : "(a) With respect to every such untrue statement not purporting to be made on the authority of an expert, or of a public official document or statement, that he had reasonable ground to believe, and 3. The plaintiff subscribed for 100 shares in the company on the faith of this prospectus. 4. The prospectus contained misrepresentations, of which the following are particulars : (a.) The prospectus stated " whereas in fact whereas in fact whereas in fact 5. The defendant knew of the real facts as to the above particulars. 6. The following facts, which were within the knowledge of did up to the time of the allotment of the shares, debentures, or debenture stock, as the case may be, believe, that the statement was true; and "(b) With respect to every such untrue statement purporting to be a statement by or contained in what purports to be a copy of or extract from a report or valuation of an engineer, valuer, accountant, or other expert, that it fairly represented the statement made by such engineer, valuer, accountant, or other expert, or was a correct and fair copy of or extract from the report or valuation. Provided always, that notwithstanding that such untrue statement fairly represented the statement made by such engineer, valuer, accountant, or other expert, or was a correct and fair copy of an extract from the report or valuation, such director, person named, promoter, or other person, who authorized the issue of the prospectus or notice as aforesaid, shall be liable to pay compensation as aforesaid if it be proved that he had no reasonable ground to believe that the person making the statement, report, or valuation was competent to make it; and "(c) With respect to every such untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, that it was a correct and fair representation of such statement or copy of or extract from such document; or unless it is proved that having consented to become a director of the company he withdrew his consent before the issue of the prospectus or notice, and that the prospectus or notice was issued without his authority or consent, or that the prospectus or notice was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was so issued without his knowledge or consent, or that after the issue of such prospectus or notice and before allotment thereunder, he, on becoming aware of any untrue statement therein, withdrew his consent thereto, and caused reasonable public notice of such withdrawal, and of the reason therefor, to be given.' In cases within this enactment it is sufficient for the plaintiff in an action thereunder to state simply the facts which bring the case within the earlier part of the section, without alleging fraud or knowledge of the falsity of the statement on the part of the defendant, as the burden is cast upon the defendant of alleging and proving such of the grounds of defence mentioned in the section as he may rely upon. As to claims for indemnity and contribution by directors inter se, see ss. 4 and 5 of the above Act. the defendants, are material, and were not stated in the prospectus : (a.) 7. The plaintiff has paid calls to the company to the extent of £1,000. The plaintiff claims: 1. Repayment of £1,000 and interest. (Signed) Delivered Against a Director of a Company, for Compensation for Loss or Damage from untrue Statements in a Prospectus, under the Directors' Liability Act, 1890 (b). 1. On the of 18-, a prospectus was issued inviting persons to subscribe for shares in a company called, being a company within the meaning of the Directors' Liability Act, 1890. 2. The plaintiff subscribed for pany on the faith of the said prospectus. shares in the said com 3. [The same as paragraph 4 of the preceding Form.] 4. At the time of the issue of the said prospectus, the defendant was a director of the said company. 5. The plaintiff has by reason of the said untrue statements sustained loss and damage, of which the following are particulars: For Fraudulently Representing that a Third Person might be trusted with Goods on Credit (c). The plaintiff has suffered damage from the defendant inducing the plaintiff to sell and deliver to G. H. certain goods [namely, (b) See preceding note. (e) By the 9 Geo. 4, c. 14 (Lord Tenterden's Act), s. 6, "No action shall be brought whereby to charge any person upon or by reason of any representation or assurance made or given concerning or relating to character, conduct, credit, ability, trade or dealings of any other person, to the intent or purpose that such other person may obtain credit, money, or goods upon (sic), unless such representation or assurance be made in writing, signed by the party to be charged therewith." A representation partly written and partly verbal is sufficient, if the 5 tons of hay] on credit, by fraudulently representing to the plaintiff that the said G. H. then held a responsible situation, and was then in good circumstances, and might safely be trusted with goods on credit, whereas in fact the said G. H. did not then hold a responsible situation, and was not then in good circumstances, and could not then be safely trusted with goods on credit, as the defendant then well knew. Particulars: the [State same, e.g., The plaintiff in consequence lost £price of the said goods. The said representation was contained in a letter dated, &c., or, as the case may be.] HIGHWAYS (a). written part forms a material part of the representation. (Tatton v. Wade, 18 C. B. 371; 25 L. J. C. P. 240; and see Clarke v. Dickson, 6 C. B. N. S. 453; 28 L. J. C. P. 225.) The representation must be signed by the party; a signature by his agent will not suffice. (Swift v. Jewsbury, L. R. 9 Q. B. 301; 43 L. J. Q. B. 56; Hosegood v. Bull, 36 L. T. 617.) One partner of a firm signing such a representation in the name of the firm, with the authority of the firm, will thereby make himself only, and not his partners, liable on such representation. (Mason v. Williams, 28 L. T. 232.) See further, "Fraud," post, p. 900. 66 (a) The highways in England are mainly regulated by the Highway Act, 1835 (5 & 6 Will. IV. c. 50), the Highway Act, 1862 (25 & 26 Vict. c. 61), the Highway Act, 1864 (27 & 28 Vict. c. 101), which Acts, together with certain other Acts relating to highways, may be cited collectively as The Highway Acts, 1835 to 1885" (see the Short Titles Act, 1896, 59 & 60 Vict. c. 14), and by the provisions relating to highways contained in the Public Health Act, 1875 (38 & 39 Vict. c. 55), ss. 144-149, the Metropolis Management Acts, the Local Government Act, 1888 (51 & 52 Vict. c. 41), ss. 11, 41 (4), 85, and the Local Government Act, 1894 (56 & 57 Vict. c. 73), s. 25. The last-named Act establishes district councils, urban and rural, and (subject to a power of postponement given to County Councils) transfers to the rural district councils the powers, duties and liabilities of the former authorities and boards in regard to highways, other than such main roads in the county as the County Council retain. (See the Local Government Act, 1894, ss. 21, 25, 84 (4); Local Government Act, 1888, s. 11; Public Health Act, 1895, s. 144.) By s. 11 of the Local Government Act, 1888. all roads in a county which are main roads within the meaning of the Highways, &c. Act, 1878, are (except where the urban authority of the district claims to repair and maintain them) to be repaired and maintained by the County Council, and are, together with the materials thereof and drains belonging thereto, to vest in the County Council. Subject to the above provisions as to main roads, by s. 149 of the Public Health Act, 1875, all "streets" in any urban district which are highways repairable by the inhabitants at large, and the pavements, stones, and other materials thereof, and all buildings, implements, and other things provided for the purposes thereof, vest in and are under the control of the urban authority; and by s. 4 of that Act "street" includes "any highway (not being a turnpike road), and any public bridge (not being a county bridge), and any road, lane, footway, square, court, alley, or passage, whether a thoroughfare or not.' Under the above sections of the Public Health Act, 1875, the urban authority (now urban district council) has in such "streets," and in the materials composing them, and in the roadside strips or wastes forming part of any such "streets," such property only as is necessary for the control, protection and maintenance of them as a highway for public use, and not the ownership of the soil beneath. (Wandsworth v. United Telephone Co., 13 Q. B. D. 904; 53 L. J. Q. B. 449; Mayor of Tunbridge Wells v. Baird, (1896) A. C. 434; 65 L. J. Q. B. 451; Bradford v. Mayor of Eastbourne, (1896) 2 Q. B. 205; 65 L. J. Q. B. 571.) As to what is a "street," see further, Robinson v. Local Board of Barton, 8 App. Cas. 798; 53 L. J. Ch. 226; Fenwick v. Croydon Union, (1891) 2 Q. B. 216; 60 L. J. Q. B. 161. Roadside wastes do not, under s. 11 of the Local Government Act, 1888, become the property of the County Council. (Curtis v. Kesteven County Council, 45 Ch. D. 504; 60 L. J. Ch. 103.) As to actions by the owner of the soil of a highway for trespassing thereon, by using it for other purposes than that of passing and repassing, see "Trespass," post, p. 526. By s. 15 of the Public Health Act, 1875, every local authority is bound to keep in repair all sewers belonging to it (as to which see s. 13), and is consequently liable to persons lawfully using a highway in which such sewers are placed for injuries caused to such persons by the sewers being negligently allowed to remain in a defective and dangerous state. (White v. Hindley Local Board, L. R. 10 Q. B. 219; 44 L. J. Q. B. 114; Blackmore v. The Vestry of Mile End, 9 Q. B. D. 451; 51 L. J. Q. B. 496.) A surveyor of highways is not, nor are corporate bodies executing that office, liable, as such, for damages caused to individuals by non-repair of a highway within the district for which they hold office. (Young v. Davis, 7 H. & N. 760; 31 L. J. Ex. 250; White v. Hindley Local Board, supra; Thompson v. Mayor of Brighton, (1894) 1 Q. B. 332; 63 L. J. Q. B. 181; Municipal Council of Sydney v. Bourke, (1895) A. C. 433; 64 L. J. P. C. 140.) But a person is not, by reason of his holding the office of surveyor, exempted from liability for the consequences of his own personal negligence. (Pendlebury v. Greenhalgh, 1 Q. B. D. 36; 45 L. J. Q. B. 3.) Nor are corporate bodies executing that office free from liability for injuries caused by their negligence, or that of their servants acting within the scope of their employment, whether in discharging obligations imposed on them by statute or otherwise. (Borough of Bathurst v. Macpherson, 4 App. Cas. 256; Cowley v. Newmarket Local Board, (1892) A. C. 345.) Thus where the servants of a corporate body, executing the office of surveyor of highways, negligently left a heap of stones by the side of one of the highways within their district, without a light or guard at night, whereby the plaintiff drove against it and was injured, it was held that such corporate body was liable to the plaintiff in damages. (Foreman v. Mayor of Canterbury, L. R. 6 Q. B. 214; 40 L. J. Q. B. 138.) Under the Tramways Act, 1870 (33 & 34 Vict. c. 78), ss. 28, 29, tramway companies are bound to repair that portion of the highway which is occupied by their lines, but are not liable for accidents arising from nonrepair thereof, if the road authority has bound itself by contract with |