prescribed by law, that the name or title contains the word "limited," to be used always in all business of the concern.

16. Will you please inform me of the full meaning of the word "limited" as applied now-a-days to partnerships?

A. The statute authorizes the formation of joint stock companies, without the personal liability of the stockholders, provided that the word "limited" is incorporated in the name and constantly used.

17. Does the meaning of the term "on call" in financial circles imply that money borrowed "on call" must be paid immediately on the demand of the lender? And, also, must the borrower be provided at all times subsequent to the loan for the contingency of the "call" or is there some notice given?

A. No notice is to be given, and the money must be returned the day it is called for, before the close of banking hours.

18. Please state how "preferred" shares of a railroad are usually created, and why these shares should take precedence over the "common stock," when a dividend is earned?

A. Preferred stock is usually issued for borrowed capital. It is second to the interest on the bonded debt, which must first be paid. If there are any earnings left they go next to pay a dividend on the preferred stock, and only what then remains is applied to the common stock.

19. Please inform me if a note made out as below is sufficiently explicit as to promise to constitute a "negotiable" note?

church to

$100. This is certify that there is due by the congregation of John Smith, Esq., or order, the sum of $100, payable in one year, with interest at 6 per cent, payable annually.

Pastor.

A. The writing comes within the definition of a promissory note given in Story, sec. 12, and it is negotiable because it is payable to a certain payee or order.

20. Will you explain to me what is meant by "puts" and "calls" in stocks?

A. Put" entitles the holder to put or deliver stocks to the 'signer thereof within the time and at the time therein named. A Call entitles the holder to call for or demand stock of the signer according to terms specified. A "Spread" is another

term used, and this is a double privilege, entitling the holder either to deliver to, or to demand from, the signer a certain amount of stock on the terms specified. If the price named for both is the same, it is then known as a "Straddle."

21. We receive a cargo of sugar from Mexico. Bill of lading reads "Freight 30 cents and 5 per cent. per quintal," but does not state whether the same is Spanish or American weight. Can we figure the quintal at 112 or only at 100 or 101 3-4 pounds?

A. The custom of the port is to reckon such a contract at 100 pounds per quintal. The law of Congress, section 3,570 declares that the "tables annexed shall be recognized in the construction of contracts, and in all legal proceedings;" and in these tables a quintal (one of the terms of the metric system) is put down at 100,000 grains, or 226.46 pounds avoirdupois; but this is only when it is used as part of that system, and establishes its legal equivalent when so used.

22. A schooner was loaded with a cargo of frozen herring which cost $1,900. She proceeded to the mouth of the river where she sprung a leak. She put into Eastport, Me, where a survey was held. The cargo was condemned and the schooner ordered to be recaulked. The captain called an auction on account of whom it may concern, and sold the cargo for $480, which money he retained until it should be called for; about one quarter of the cargo was refrozen by the pur chaser, and forwarded to Boston in another vessel, the balance was sold for refuse fish on the ground. The cargo was insured by the owners for $2,000, the captain also had his freight money insured in another company. The insurance company paid the captain a percentage for the loss of his freight (probably enough to pay for repairs.) Are the insurance company liable for the loss on the cargo? They repudiate any claim, as they say it was only a partial loss, and the cargo was insured against total. The clause in policy reads: Free of particular average." I am informed by reliable parties of New York that in such cases anything over $50 is a technical total loss. There has been no call on the captain for the $480, as the insurance matter is not settled.

A. The cargo having been condemned by a board of survey and sold at the port of refuge, it became a technical total loss for which the underwriter or the insurance company is liable. The insurer must be credited with the proceeds of the cargo sold, and must pay the difference.

23. 1. What is the nature, form, and legal and commercial value of a "warehouse receipt?"

2. Would it, in a case of bankruptcy, protect the holder against the claims of the other creditors of the warehouseman, the property, goods or merchandise covered by it being still in his possession?

A. 1. Warehouse receipts are in form simply what the name implies, a receipt issued by a warehouseman for goods received by him in store and held for the consignor or his assignee. They are assignable, but how far a mere assignment operates to pass the property to the goods, is a question yet in a very unsettled state. According to mercantile usage and understanding, the transfer of the document completes the delivery of the property, but the English courts have held otherwise, and the part of prudence, perhaps, requires that the assignee should not only be satisfied as to the title of his assignor, but also should perfect delivery by notice to the warehouseman.

2. The general creditors of a warehouseman could assert no claim upon the property held by him in store, represented by a warehouse receipt, but the holder of the receipt could require the delivery of the goods.

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Another subscriber asks about a merchant issuing a warehouse receipt for goods in his own store and to his own order," etc. If the merchant is not in the warehousing business, and the certificate is designed merely as a kind of chattel mortgage on a part of his stock, it would have to be recorded as such to perfect the lien.

24. What is the meaning of the clause "working days," that is occasionally inserted in charter parties. A vessel is chartered with the clause, "Three working days will be allowed for loading." She commenced taking in cargo on Saturday the 1st, but on Monday the 3d, and Tuesday the 4th, charterers are unable to give the vessel cargo, owing to rough weather prevailing, but she continued loading on Wednesday the 5th, on which day the vessel is dispatched. How many "working days" do you consider have been used ?

A. The "lay days" in a charter party are expressed as so many "days," or "running days," or "working days." It has been legally decided that where "days" alone are named, the usage or custom of the port, or some law forbidding work on Sundays or holidays, must be shown, or all the days in the calendar will be reckoned. The expression "running days" is conclusive of this meaning, and the time commences at once and

continues without omission or intermission, no matter how impossible it may be to execute the work. But "working days" exclude Sundays, holidays, and rainy weather. No day is reckoned except such as may lawfully and properly be used in working. In the case cited above, if the cargo was not tendered until Saturday, she occupied but two working days in loading.

CONSIGNMENT AND COMMISSION ACCOUNTS.

CONSIGNEE.

1. A of New York ordered B, a commission merchant of a western city, to purchase 100 barrels dried fruit of prime quality. B made the purchase, shipped the fruit, charged regular commission of 2 per cent, sent invoice in his own name and drew at sight on A for the amount. A knew no one in the matter but B. On examination of the goods here it was found to be not prime, except on top and sides, and falsely packed underneath. A wrote B and demanded that the lot of fruit should be taken back and amount refunded, or that fruit of the grade ordered should be furnished. B wrote that he is only agent for A, and that A must look to C, of whom B purchased the fruit, for any damages. At the same time B admits that he did not examine the fruit thoroughly, but relied on representations made by C, of whom he purchased. Now B having had full opportunity to examine the fruit before accepting it, and having been paid full commission of 2 per cent., to whom must A look for damages? A knew B to be a responsible party, and for that reason gave him the order to purchase.

A. As B invoiced the fruit in his own name and furnished no statement concerning a principal, he can be held to have guaranteed the merchantable quality of the fruit. A can have recourse to B, leaving the latter to his remedy of C.

2. Suppose a commission merchant in Liverpool sells our tobac co and has accepted bills of exchange for net sales and he fails before maturity of said bills, what are the laws of England in such cases, provided the commission agent does not pay for the tobacco?

A. The statute 5 and 6 Vic., c. 39, gives agents or factors intrusted with the possession of goods power to put a lien upon them for loans or advances, and unless the lender acted in bad faith, or with notice that the factor had no authority to pledge the goods, it will make no difference how the latter appropriates or misappropriates the proceeds. But this provision is solely for

the protection of third persons who may innocently make advances, and the agent who exceeds his authority in this respect is liable to punishment criminally.

3. Suppose we have in Liverpool in the hands of a commission merchant £3,000 worth of tobacco on which no advance has been given, and the commission merchant should hypothecate the same to raise money for his own use, could the bank hold the tobacco to meet their debt after we had established the fact that the tobacco was our property and that no advance had been made on it except to pay ocean freight? What is the law of England to meet such cases ?

A. Without special authority, the agent has no power, according to Paley on Agency, 49, and citations, to accept or indorse bills so as to charge his principal. The latter may therefore stop the payment of the bills, and require payment to himself; and there is authority for the statement that even if the bills are paid to the agent, after his bankruptcy, the principal may still demand and receive payment from the payor. Paley, 81; Hudson v. Granger, 5 B. and Ald., 27.

4. We are agents in this city for a manufacturer, who limits us to a certain price on his goods, and after our introducing said goods in this market, he undersells us to one of our customers. Are we entitled to any commission on such sale? and if so, what percentago? We receive 5 per cent. commission and guaranty on this account, regularly.

A. Unless there is a contract that the agents shall have a commission on all the goods sold, the manufacturers have the legal right to sell directly to any resident of that city without paying any tribute to our correspondents. It is not considered very honorable to do this, but there is no law that requires a manufacturer to be a gentlemen. We cannot say, in the case before us, but circumstances may have justified the sale referred to, but on the face of it the inference is not favorable for the producers.

5. We sell domestic goods on commission for a manufacturer at a certain price and allow a trade discount. The terms of the sales are 5 per cent..discount for cash in 60 days. Are we entitled to a commission on the net amount of the sale or on the actual cash received, or, in other words, do we have a right to charge commission before or after the discount for cash is deducted?

A. The commission is to be reckoned on the amount of the