share in this company, shall ipso facto become and be a member of this company, according to these articles of association.

XI. It is hereby expressly and explicitly declared to be the object and intention of the persons who associate under the style or firm of the "Merchants' Bank," that the joint stock or property of the said company (exclusive of dividends to be made in the manner hereinafter mentioned) shall alone be responsible for the debts and engagements of the said company. And that no person, who shall or may deal with this company, or to whom they shall or may become in any wise indebted, shall on any pretence whatever have recourse against the separate property of any present or future member of this company, or against their persons, further than may be necessary to secure the faithful application of the funds thereof, to the purposes to which by these presents they are liable. But all persons accepting any bond, bill, note, or other contract of this company, signed by the president, and countersigned or attested by the cashier of the company for the time being, or dealing with it in any other manner whatsoever, thereby respectively give credit to the said joint stock or property of the said company, and thereby respectively disavow having recourse, on any pretence whatever, to the person or separate property of any present or future member of this company, except as above mentioned. And all suits to be brought against this company (if any shall be) shall be brought against the president for the time being; and in case of his death or removal from office, pending any such suit against him, measures shall be taken at the expense of the company for substituting his successor in office as a defendant; so that persons having demands upon the company, may not be prejudiced or delayed by that event, or if the person suing shall go on against the person first named as defendant (notwithstanding his death or removal from office), this company shall take no advantage by writ of error, or otherwise, of such proceeding, on that account; and all recoveries had in manner aforesaid, shall be conclusive upon the company, so far as to render the company's said joint stock or property liable thereby, and no further; and the company shall immediately pay the amount of such recovery out of their joint stock, but not

otherwise. And in case of any suit at law, the president shall sign his appearance upon the writ, or file common bail thereto; it being expressly understood and declared, that all persons dealing with the said company agree to these terms, and are to be bound thereby.

XII. Dividends of the profits of the company, or of so much of the said profits as shall be deemed expedient and proper, shall be declared and paid half yearly during the months of May and November in every year, and shall from time to time be determined by a majority of the said directors, at a meeting to be held for that purpose, and shall in no case exceed the amount of the net profits actually acquired by the company; so that the capital stock of the company shall never be impaired by dividends: and at the expiration of every three years, from the first Tuesday of June next, a dividend of surplus profits shall be made, but the directors shall be at liberty to retain at least one per cent. upon the capital, as a fund for future contingencies.

XIII. If the said directors shall at any time, wilfully and knowingly, make or declare any dividend which shall impair the said capital stock, all the directors present at the making or declaring such dividend, and consenting thereto, shall be liable, in their individual capacities, to the company, for the amount or proportion of the said capital stock so divided by the said directors. And each director who shall be present at the making or declaring of such dividend, shall be deemed to have consented thereto, unless he shall immediately enter, in writing, his dissent on the minutes of the proceedings of the board, and give public notice to the stockholders, that such dividend has been declared.

XIV. These articles of agreement shall be published in at least three newspapers, printed in the city of New-York, for one month; and for the further information of all persons, who may transact business with, or in any manner give credit to this company, every bond, bill, note, or other instrument or contract, by the effect or terms of which the company may be charged or held liable for the payment of money, shall specially declare in such form as the board of directors shall prescribe, that payment shall be made out of the joint funds of the Merchants' Bank, according

to the present articles of association, and not otherwise; and a copy of the eleventh article of this association shall be inserted in the bank book of every person depositing money, or other valuable property, with the company for safe custody, or a printed. copy shall be delivered to every such person, before any such deposit shall be received from him. And it is hereby expressly declared, that no engagement can be legally made in the name of the said company, unless it contain a limitation or restriction, to the effect above recited. And the company hereby expressly disavow all responsibility, for any debt or engagement, which may be made in their name, not containing a limitation or restriction to the effect aforesaid.

XV. The company shall in no case be owners of any ships or vessels, or directly or indirectly concerned in trade, or the importation or exportation, purchase or sale of any goods, wares, or merchandise whatever (bullion only excepted), unless by selling such goods, wares, and merchandise, as shall be truly pledg ed to them, by way of security for debts due to the said company.

XVI. If a vacancy shall at any time happen among the directors, by death, resignation, or otherwise, the residue of the directors, for the time being, shall immediately elect a director, to fill the said vacancy, until the next election of directors, to be made according to the second article of these presents.

XVII. This association shall continue until the first Tuesday of June, one thousand eight hundred and fifteen, and no longer; but the proprietors of two thirds of the capital stock of the company may, by their concurring votes, at a general meeting to be called for that express purpose, dissolve the same at any prior period; provided, that notice of such meeting, and of its object, shall be published in at least three newspapers, to be printed in the city of New-York, for at least six months previous to the time appointed for such meeting.

XVIII. Immediately on any dissolution of this association, effectual measures shall be taken by the directors then existing, for closing all the concerns of the company, and for dividing the capital and profits, which may remain, among the stockholders, in proportion to their respective interests.

In witness thereof, we have hereunto set our names or firms the seventh day of April, one thousand eight hundred and three.

LAW BRIEFS.

VALIDITY OF CERTAIN BRITISH ACTS.

Question. Will the acts (particularly judgments and executions) of courts, exercising jurisdiction under the authority of Great Britain, subsequent to the time when by the treaty of peace the western posts ought to have been delivered up, within the districts comprehending those posts, be recognized as valid by the courts of the United States?

This question is both new and difficult. The argument for the negative is that the treaty of peace having admitted those territories to be within the United States, the detention of them after the time when they ought to have been surrendered, and all exercise of inspection over them by Great Britain after that time, to be wrongful and unlawful; especially as not sanctioned by the jus belli, there being a state of peace, consequently the tribunals of Great Britain as illegal and incompetent, interfering with those of the United States, and their acts as nullities.

The argument for the affirmative is that Great Britain. being antecedently in the possession of those posts (jure belli) and not having actually restored them to the jurisdiction of the United States after the peace, her anterior jurisdiction must be supposed to have continued, and that of the United States in virtue of territorial right, suspended by the adverse possession of a foreign sovereign power; that, therefore, there was no interference of jurisdiction, especially as the United States had not within the districts in question any competent organs to exercise jurisdiction. That the treaty of peace having only stipulated

that the posts should be delivered up as soon as conveniently might be, there was no judiciary epoch from which to date the cessation of British jurisdiction and the commencement of American.

That the wrongful detention was a question between the two governments foreign to the fact of jurisdiction, as it respected individuals and the effects of it. That with regard to those who were under the coercion of the jurisdiction in fact, and whose mutual dealings had reference to it, the legal effects ought to be according to the fact. That convenience and legal justice will both be promoted by this principle and extremely infringed by its opposite.

It is impossible to foresee with certainty what will be the determination of the courts of the United States on the point; but it is conceived that the argument for the affirmative, on great principles of policy, convenience and right, ought to prevail, and it is presumed that it will.

CARRIAGE TAX.

February 25, 1795.

What is the distinction between direct and indirect taxes? It is a matter of regret that terms so uncertain and vague in so important a point are to be found in the Constitution. We shall seek in vain for any antecedent settled legal meaning to the respective terms-there is none.

We shall be as much at a loss to find any disposition of either which can satisfactorily determine the point.

Shall we call an indirect tax, a tax which is ultimately paid by a person, different from the one who pays it in the first instance?

Truly speaking, there is no such tax-those on imported articles best claim the character. But in many instances the merchant cannot transfer the tax to the buyer; in numerous cases it falls on himself, partly or wholly. Besides, if the same article