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three months; and providing that the composition should be secured to the satisfaction of the trustee, that the debtor should be allowed his discharge on the trustee certifying that he was satisfied with the security; and that, on the trustee certifying that the composition had been paid to him, the liquidation should be closed, and the trustee released. The trustee certified that he was satisfied with the security for the composition, but the debtor did not then apply for his discharge. Default was made by the debtor in providing funds for the payment of the composition. He subsequently became entitled to certain moneys, and applied for his discharge, which was refused. Held, that the debtor having only partially performed the bargain between himself and his creditors, which was to be performed in its entirety, was not now entitled to his discharge; and, consequently, that the after-acquired property belonged to the trustee for the benefit of the creditors. (Ex parte Heintz; Re Heintz.) ...page 683 Composition-Secured creditor. - Rule 272 of the Bankruptcy Rules of 1870 read with sect. 126 of the Bankruptcy Act 1869 (32 & 33 Vict. c. 71) applies to a composition with creditors as well as to a bankruptcy or liquidation, and therefore a secured creditor in a composition who has proved for and received a dividend on the excess of his debt beyond the estimated value of his security is bound to account to the debtor for any sum which the security may eventually realise above such estimated value. (Société Générale de Paris v. Geen.) 750 Statement of affairs Amount of debt Mistake

Action by creditor InjunctionCorrection of mistake-Delay-Bankruptcy Act 1869 Bankruptcy Rules 1870.-In his statement of affairs a debtor, who had filed a liquidation petition, by mistake inserted the amount of the debt due to one of his creditors as 171. instead of 17. 158. The creditors resolved to accept a composition, the above-mentioned creditor dissenting, and the resolutions were confirmed at the second meeting. The dissenting creditor afterwards commenced an action against the debtor for 17. 15s., and the debtor then for the first time became aware of the error in his statement of affairs. Held, that, in consequence of the misstatement, the creditor was not bound by the resolutions; and, there having been a delay of four months since the debtor first became aware of the mistake, that the court would not restrain the creditor from proceeding with the action, in order to enable the debtor to obtain the assent of his creditors under rule 306 of the Bankruptcy Rules of 1870 to a correction of the mistake in his statement of affairs. (Ex parte Englehardt; Re Englehardt)

Disclaimer of lease-Keeping landlord out of possession-Compensation payable by trustee-Bankruptcy Act 1869 (32 & 33 Vict. c. 71), s. 23-Bankruptcy Rules 1871, r. 28.-In determining what compensation is payable by a trustee in bankruptcy to a lessor whom he has kept out of possession of his property, as a condition of the trustee being allowed to disclaim the lease, regard must be had to whether the occupation has either in fact produced a benefit to the bankrupt's estate, or was contemplated as likely to produce a benefit; and it is not necessary for the landlord to show, in order to be entitled to compensation, that a benefit has resulted to the bankrupt's estate from the trustee's occupation of the property. (Ex parte Arnal; Re Whitton.) Execution-Goods of trader taken in execution in respect of a judgment for a sum exceeding 501-Sheriff-Duty of Notice of bankruptcy within fourteen days-Two days' sale. By the 87th section of the Bankruptcy Act 1869 it is provided that "where the goods of any trader have been taken in execution in respect of a judgment for a sum exceeding 50l. and sold, the sheriff.

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shall retain the proceeds of such sale in his hands for a period of fourteen days, and upon notice being served on him within that period of a bankruptcy petition having been presented against such trader, shall hold the poceeds of such sale, after

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deducting expenses, on trust to pay the same to the trustee." A sheriff took the goods of a trader in execution in respect of a judgment for a sum exceeding 501., and on the 10th Jan. held a sale thereof from two p.m. to four p.m., at which time he stopped the sale to collect the amount then realised. The amount being insufficient, on the 12th Jan. he held a further sale. On the 25th Jan. notice of a bankruptcy petition against the trader was served on him. Held, that the vords of the 87th section of the Bankruptcy Act 1869 contemplate a completed sale of the goods taken in execution; that the period of fourteen days mentioned in the section did not begin to run with respect to the proceeds of the first day's sale until the completion of the sale on the 12th; and that the trustee in bankruptcy was entitled to receive the proceeds of the sale on both days. (Jones v. Parsell and another; Jenkins, Claimant.) ...page 197 Fraudulent preference.-A fraudulent preference is not per se an act of bankruptcy. But held, upon the evidence, that a certain transaction between a son and his father, upon the eve of the bankruptcy of the former, was not a fraudulent preference. (Ex parte Luck; Re Kemp.)

Motive of debtor-Bankruptcy Act 1869. Where a debtor makes a payment or transfers property to one of his creditors, it is a fraudu lent preference within sect. 92 of the Bankruptcy Act 1869 if the substantial motive of the transaction was to give that creditor a preference, and it is not necessary that it should be the sole motive. (Ex parte Hill; Re Bird.)

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Goods of trader taken taken in execution for sum exceeding 501.-Dissolution of partnership-Appointment of receiver.-E. and F. carried on a partnership business as wine merchants. F. brought an action for a dissolution of the partnership, and an order was made dissolving the partnership and appointing the plaintiff as receiver. The plaintiff as receiver took possession of the partnership effects and carried on the business. F. ceased to take any part in the business, or to carry on any trade, and became bookkeeper to a trading company. The defendant brought his action against E. and F. upon bills accepted by the firm before they dissolved partnership and the appointment of a receiver. Judgment was signed against F. alone, and his goods were taken in execution. They realised 1207. F. was subsequently adjudicated a bankrupt, and the plaintiff was appointed his trustee. The plaintiff claimed the amount realised by the execution and sale. A special case, in the nature of an interpleader issue, was ordered to be stated between the parties. Held, that F. was not at the time of the execution a trader within sect. 87 of the Bankruptcy Act 1869, and that the plaintiff as his trustee was not entitled to the proceeds of his goods seized in execution. (Dawe v. Vergara.) Jersey, Law of-Secured creditor-Claim on separate obligations. Where a creditor, appearing in proceedings for the distribution of his insolvent debtor's estate, produces and claims upon a document which contains two separate obligations to pay by the insolvent, he must, in the absence of Avidence to the contrary, bo understood as preferring a claim for both debts. A wife was entitled under an ante-nuptial contract to a sum of 500l., payable out of the personal estate of her husband on his decease, and also to an annuity of 2001. for life, payable out of his real and personal estate. The husband became insolvent, and the Court held that the wife was entitled, according to the law of Jersey, to rank as a secured creditor in respect of the provisions of the marriage contract. Held, that her rights as a secured creditor included the charge on the personal as well as that on the real estate. (Simon v. Vernon.)... Jurisdiction of registrar-Sects. 94 and 169 of the Bankruptcy Act 1883-Delegation of judge's authority-Bankruptcy Rules 1883, No. 264.-H. J. died in 1871, and application for letters of administration was made by C. and by E. J. Large sums of money were required for the poses of administration, which were paid to B.

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by C. and E. J., and B. paid 3160l. to the Inland Revenue Office for probate purposes. E. J. was adjudicated a bankrupt in 1875, and in 1878 B. applied for a return of the surplus. Upon an application to the registrar by the trustee in bankruptcy that the said moneys should be paid to him, it was objected that under the terms of the Bankruptcy Act 1883 the registrars had no jurisdiction in pending business. The question was referred to the judge for decision. Held, that the registrar had jurisdiction, and that the application had been rightly made to him and must be remitted to him. (Re Jones v. Cheverton, upon a reference by the Registrar in Bankruptcy.) Liquidation-Abortive first meeting of creditorsExpiration of more than six mouths after petition -Power to appoint trustee-Power to order fresh first meeting.-A trustee may be appointed, or a fresh first meeting may be ordered, in proceedings for liquidation by arrangement, although more than six months have elapsed since the filing of the liquidation petition. (Ea parte Credit Company; Re McHenry.)

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Objection Registration of resolutions Creditor not having proved-"Locus standi."-A creditor who has not proved his debt has no locus standi under rule 295 to be heard in objection to the registration of resolutions under a liquidation. (Re Bagster; Ex parte Bagster.) Proof of debt-First meeting of creditors-Adjournment of consideration of proof-RegistrarJudicial discretion-Appeal.-At a first meeting of creditors a proof was objected to as being suspicious. The registrar admitted the proof and refused to adjourn it for further investigation. Held, that the registrar was exercising a judicial discretion, and though his decision could be appealed from, the Court of Appeal would not reverse it unless a strong case was shown for so doing. Held also, that though it is known that if the proof is admitted the creditor will vote for a certain trustee, who will then be chosen in opposition to the wishes of the majority of the other creditors, that is not a sufficient reason for adjourning the consideration of the proof. (Ex parte Mark; Re Amor.)

Partnership-Separate estate.-1n July 1877 X. purchased five hogsheads of brandy from the debtors S. and C., who were in partnership as "W. Brothers," and the brandy was invoiced to him and marked with his initials. In Sept. and Oct. 1877 X. paid for the brandy. In Sept. 1877 the debtors forwarded X. the invoices in a letter in which they stated that the brandy was held for his account. X. allowed the brandy to remain in bond in the dock till he should require it. In Nov. 1880 W. Brothers deposited with the U. bank the warrants for the brandy as a deposit to cover advances, at the same time giving them a document which authorised them to sell the brandy. On the 1st March 1882 S. gave to the bank a separate written guarantee for all the money then or thereafter to become due from W. Brothers. The transactions with the bank were not discovered by X. until after W. Brothers had gone into liquidation. The bank sold the brandy under their security, and received the proceeds of sale, but did not prove on the guarantee. The separate estate of S. was sufficient to pay all the separate creditors, and also the balance due to the bank, and to yield a surplus. Held, that X. was entitled to prove against the separate estate on guarantee given by S. for the value of the brandy. (Ex parte Salting; Re Stratton.) Receiver Injunction-Undertaking as to damagesDelay in enforcing. The receiver in a bankruptcy obtained an ex parte injunction to restrain the holder of a bill of sale executed by the debtor from selling certain goods comprised in the bill of sale. The validity of the bill of sale was afterwards upheld by the court. Nearly four years afterwards the grantee applied to the court to enforce against the receiver the ordinary undertaking as to damages, which he had given on the granting of the injunction. Held that, though the applicant had shown a prima facie case, yet the delay in making the

the

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(Ex ...page 275.

application was sufficient answer to it. parte Hall: Re Wood.)... Reputed ownership-Order and disposition-Bankruptcy Act 1869, s. 15, sub-s. 5.-When the debtors, a father and two sons, who were in partnership as woollen manufacturers (the father's name alone appearing in the firm), filed their liquidation petition, certain pictures, which on the evidence the court held to be the separate property of the father, were hanging in the warehouse and counting-house of the firm. Certain creditors deposed that from conversation with the father they thought he was trading alone, and that the pictures belonged to him, and one creditor said he thought the firm was trading both in pictures and woollen goods. Held, that the pictures were not in the reputed ownership of the firm, stronger evidence being required to establish such ownership when the subject-matter had no connection with the business carried on. 242 (Ex parte Lovering; Re Murrell.) Scheme of settlement-Duty of court-Notice of meeting-Bankruptcy Act 1869.-The duty of the court, as to giving or withholding its approval to a scheme of settlement under sect. 28 of the Bankruptcy Act 1869, is different from the duty of the registrar on an application to register resolutions under sect. 125 or sect. 126. In the latter case the registrar is bound to order registration unless the Act has not been followed in form, or the resolutions, though formally correct, are not for the benefit of the creditors, but for the benefit of the debtor; but the court ought not to sanction resolutions under sect. 28, although they formally comply with the Act and are for the benefit of the creditors generally, unless it actually approves of them. Therefore, the approval of the court will be withheld if it has reason to suspect that the object is to gloss over transactions which may possibly turn out to have been fraudulent. (Ex parte Strawbridge; Re Hickman.) ...

BILL OF SALE.

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Bills of Sale Act (1878) Amendment Act 1882-Deed not in accordance with the form in the schedule to the Act-Covenants not authorised by the Act.By a bill of sale, a mortgagor, in consideration of 301. paid to him by the mortgagee, and also in consideration of the sum of 10l. charged by the mortgagee by way of bonus or commission. assigned certain chattels to the mortgagee to secure the repayment of the principal sum of 401., with interest at 5 per cent. It was agreed between the parties that the mortgagor should "forthwith " pay to the mortgagee the said principal sum, and interest, and costs then due; and also all rents, taxes, &c., and forthwith "produce the receipts for the same. And it was also agreed and declared, amongst other things, that if the mortgagor should make default in payment of the sums at the time and in the manner appointed, or do or suffer anything whereby he should render himself liable to become a bankrupt, or remove or suffer the chattels to be removed, or if execution should be or should have been levied against the goods of the mortgagor, or if default should be made in the performance of any of the covenants, then it should be lawful for the mortgagee to enter and seize. There was a proviso at the end of the bill of sale that the chattels assigned should not be liable to seizure or to be taken possession of by the mortgagee for any cause other than those specified in sect. 7 of the Bills of Sale Act (1878) Amendment Act 1882. Held, that the bill of sale was void as not in accordance with the form in the schedule to the Act; and further, that the invalidity of certain of the causes for which the mortgagee might enter and seize, was not cured by the proviso at the end of the bill of sale. (Ex parte Pearce; Re Williams.) 475

Bill of sale registered before commencement of Act of 1882-Act of 1882 retrospective-Non-production of receipt for rent Reasonable excuseSeizure of goods-Relief-45 & 46 Vict. c. 43, ss. 7, 13.-In Oct. 1882 C. granted a bill of sale over his furniture, &c. to secure an advance made by the appellant. The bill of sale was duly registered

under the Act of 1878 before the 1st Nov. 1882. One of the terms of the bill of sale was to the effect that, if the grantor should "fail to deposit with the grantee a receipt for rent due in respect of the premises," the grantee might enter and seize. Certain instalments became due and were unpaid. Two days before the first of the unpaid instalments became due a sum became due from the grantor for rent, but it did not appear that the landlord had asked for payment. The grantee wrote to the grantor requiring payment of the instalments, stating that if they were not paid he should enter and seize; in the same letter he also required the grantor to produce the receipt for the rent last due. The grantor did not pay the instalments or produce the required receipt, and the grantee entered and seized. The grantor applied to a judge at chambers for relief under sect. 7 of the Bills of Sale Act (1878) Amendment Act 1882 by restraining the grantee from removing and selling the goods. The learned judge made an order in favour of the grantor, conditional on payment of the instalment due. The grantee appealed. After the order was made, a person, on behalf of the grantor, expressed his willingness to pay the amount of the instalments to a clerk of the grantee's solicitor, but the latter refused to accept it. Held, on appeal, that sect. 7 of the Bills of Sale Act (1878) Amendment Act 1882 was retrospective, and applied to goods seized after the commencement of the Act under a bill of sale executed and registered before the Act came into operation, and that the court had power to take the circumstances of the case into consideration, and to grant relief under it conditional upon the order for payment of the instalments being complied with. Held also, that, under the circumstances of the case, the grantor had not "without reasonable excuse failed to produce his last receipt for rent, and so constituted a cause of seizure under sect. 7, sub-sect. 4 of the Act of 1882. (Ex parte Cotton.) ...page 52 Non-registration-Execution creditor-Bankruptcy of grantor-Extent of avoidance-Bills of Sale Act 1878. The sheriff under an execution seized certain goods which were comprised in an unregistered bill of sale, to which the Act of 1878 applied, the holder of which took possession immediately after the sheriff. The debtor was afterwards adjudicated a bankrupt, the act of bankruptcy being committed before either the sheriff or bill of sale holder had taken possession. Held, that, the seizure by the sheriff being void, by virtue of the relation back of the title of the trustee in bankruptcy to the date the act of bankruptcy was committed, the bill of sale holder was entitled to have his claim satisfied out of the proceeds of the sale of the goods as against the trustee. (Ex parte Blaiberg; Re Toomer.)

Registration-Non-renewal-Apparent possession.On the 10th May 1873 certain goods were assigned to the plaintiff by bill of sale. The registration of this bill of sale was not renewed at the expiration of five years. On the 19th Jan. 1883 plaintiff seized the goods under the bill of sale, and agreed to sell them to the son of the original grantor. On the same day the son of the original grantor executed a bill of sale of the same goods to plaintiff, which was duly registered. The original grantor continued to live in the house in which the goods were, but the house belonged to his son. On the 26th Jan. 1883 defendant, an execution creditor of the original grantor, seized the goods. On the trial of an interpleader issue between plaintiff and defendant, the jury found that the sale by plaintiff to the son of the original grantor was bona fide. The case was reserved for further consideration, with leave to draw inferences of fact, and judgment was afterwards given for defendant. Held, that the first bill of sale was satisfied and gone, and the Bills of Sale Act 1878 (41 & 42 Vict. c. 31), s. 8, had ceased to apply, and therefore the question of ownership did not arise as to that bill of sale; and further, that the goods were not in the possession or apparent possession of the original grantor, and plaintiff was entitled to judgment. (Swire v. Cookson.)

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Registration Order and disposition of grantor-Bills of Sale Act 1878-Bills of Sale Act 1882-Bankruptcy Act 1869.-Where a bill of sale is duly registered under the Bills of Sale Act 1878 the protection afforded by sect. 20 with reference to the goods being in the "order and disposition" of the grantor continues so long as the registration is subsisting, notwithstanding the repeal of that section by sect. 15 of the Bills of Sale Act 1882, even when an act of bankruptcy is committed by the grantor after the latter Act comes into operation. (Ex parle Izard; Re Chapple.)

... page 230 BRITISH NORTH AMERICA ACT 1867. Escheats Royalties. By the British North America Act 1867 (30 Vict. c. 3), sect. 102, all

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revenues," except such as were by the Act reserved to the special legislatures of the provinces, were appropriated to the Dominion of Canada. By sect. 109 "all lands, mines, minerals, and royalties belonging to the several provinces ' were reserved to them. Held, that the word "royalties in the above section included escheats, which, therefore, belonged to the province and not to the Dominion. (The AttorneyGeneral of Ontario v. Mercer.)

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BUILDING SOCIETY. Reference of disputes between society and members -Demurrer-10 Geo. 4, c. 56, s. 27-6 & 7 Will. 4, c. 32-37 & 38 Vict. c. 42.-The statement of claim alleged that the plaintiff was an unadvanced member of the defendant society, which was certified and enrolled pursuant to the statute 6 & 7 Will. 4, c. 32, and up to the 10th July 1882 subscribed moneys to the society in respect of three paid-up shares amounting to 2271. 10s,, which, according to the rules of the society, were of the value of 3031. 4s. 4d.; that the plaintiff gave notice to withdraw, and the defendants refused to repay the sum of 3031. 4s. 4d. Held, on demurrer, that the statement of claim was bad; that it disclosed a dispute between a building society and a member, and it must be assumed that a rule existed referring such a dispute to arbitration pursuant to 10 Geo. 4, c. 56, s. 27. (Johnson v. Altrincham Permanent Benefit Building Society.) Withdrawals-Winding-up-Priorities of members.A rule of a building society provided that any investing member should be allowed to withdraw his money, provided the funds permitted, on giving notice according to a form annexed to the rules. The society being ordered to be wound-up, it was found that there were sufficient assets to pay the outside creditors in full, but not sufficient to pay the investing members in full also. Several investing members had given notice of withdrawal, and the time had expired before the commencement of the winding-up, but they had not been paid. Some of them had not used the form of notice prescribed by the rules, but the directors had accepted their notices. Held, that the rule as to the withdrawal of members applied, though the society was being wound-up. Held also, that the rights by contract between the joint members with regard to the property must be treated in the same way after the winding-up as before; and that, on the true construction of the rule, after the outside creditors had been paid, those members who had given notice of withdrawal, either on the prescribed form or otherwise, and whose notices had expired before the commencement of the winding-up, were entitled to be paid out of the assets in priority to those who had not given notice of withdrawal, though at the date of the winding-up there were no funds in hand with which they could be paid. (Re Blackburn and District Benefit Building Society.)

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BURIAL BOARD.

Poor rate-18 & 19 Vict. c. 128, s. 12.-By the 12th section of 18 & 19 Vict. c. 128, the vestry or meeting in the nature of a vestry of any parish, township, or other district not separately maintaining its own poor, which has heretofore had a separate burial ground, may appoint a burial board, and

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from time to time supply vacancies therein, and may exercise the same powers of authorisation, approval, and sanction in relation to such burial board, and such other powers as are vested in the vestry of a parish separately maintaining its own poor. Held, that this section does not apply to a district having a separate burial ground, but not separately maintaining its own poor, which is part of a district already having a legally constituted burial board. (Reg. v. The Overseers of the Parish of Tonbridge.)...

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CARRIAGE OF GOODS. Bill of lading-" From the ship's tackles "-Discharge on to quay-Custom of port.-Goods were shipped under a bill of lading at Calcutta to be delivered in like good order and condition from the ship's tackles (where the ship's responsibility shall cease) at the port of London, &c. On arrival in the port of London the consignee demanded overside delivery into lighters immediately from the ship's tackles. The shipowner landed them on the dock wharf, and was ready to deliver them thence into the consignee's lighters, but the consignee carted them away, thereby becoming liable to and paying certain dock charges. In an action by the consignee against the shipowner to recover the amount so paid, the jury found that there was a custom for steamships having a general cargo (the defendants' ships being such) coming into the port of London, and using the docks, to discharge the goods on to the quay and thence into lighters. Held, that the custom found was not inconsistent with the terms of the bill of lading, and that the shipowner was entitled to discharge the goods on to the quay, and was not liable for the charges sought to be recovered. (Marzetti v. Smith and Son.)

Duty of carrier as to delivery of goods-Action for damage resulting from delivery of the wrong goods. -A statement of claim alleged that defendants were common carriers; that C. and B. were in the habit of sending empty casks by defendants' railway to plaintiff, which plaintiff filled with ketchup and returned; that defendants, by their agents and servants, knew the purpose for which the casks were delivered to plaintiff; that defendants negligently and improperly delivered to plaintiff, as C. and B.'s casks, certain other casks not belonging to C. and B., and which had contained turpentine; that plaintiff, not knowing or having reasonable means of knowing that the empty casks delivered were not C. and B.'s, filled them with ketchup, which was spoiled. Held, on demurrer, that the statement of claim showed no duty on the part of the defendants which could give rise to a cause of action, and therefore they were not liable. (Cunnington v. The Great Northern Railway Company.)

CITY REMEMBRANCER.

Tenure of office-Change of tenure-Usage for a large number of years.-The office of Remembrancer of the City of London is not a freehold office, but is held subject to annual election, and the corporation have power to refuse to re-elect anyone, without showing any cause. Where a usage for over 100 years is proved, the court is almost bound to presume a legal origin for it, and will not, as a rule, set it aside. (Robarts v. Mayor and Corporation of London.)

COMMON.

Common of pasture-Rights of recreation in inhabitants of neighbourhood of common-Turf insufficient for pasture-Turf diminished by acts of adjacent owners-Actionable wrong-Action by commoners -Damages. The owners of two closes immediately abutting upon a common, over which the freeholders of the manor had the right of depasturing their sheep, and the inhabitants of the neighbourhood had the right of public recreation, caused damage to the freeholders of the manor by the lawful user of their premises in diminishing the turf of the common, which was already insufficient for the

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COMPANY. Bill in Parliament-Payment of the expenses of promotion out of capital of railway company-Ultra vires -Injunction-Companies Clauses Act 1845, s. 100. -In pursuance of a resolution passed by threefourths of the shareholders of a railway company, in compliance with the Wharncliffe order (Standing Order, House of Lords, CLXXXV.), a Bill to confer further powers on the company was presented to Parliament and thrown out; the directors proposed to pay the expenses of this Bill out of the capital of the company. On motion by another company holding preference shares of the defendant company to continue an interim injunction restraining such payment: Held, that the capital of the company could only be applied for the purpose of the undertaking mentioned in the particular Act, and that the directors could not indemnify themselves out of the capital of the company under sect. 100 of the Companies Clauses Act 1845 the costs and expenses incurred in promotion of the Bill. (Caledonian Railway Company . Solway Junction Railway Company.) Debentures-Invalidity of issue- Estoppet-Presumption omnia rite esse acta-Equitable transfer to persons bonâ fide advancing money on security of debentures-Companies Clauses Consolidation Act 1845.-The equitable transferee of debentures purporting to be legally transferable issued by a company which has power to issue such debentures, is entitled to claim in respect of such debentures in the winding-up of the company pari passu with other debenture holders of the company for the amount actually advanced by him bond fide upon the security of such debentures, if the debentures were issued under such circumstances as to show that they were issued to the original holder for the purpose of his raising money upon them, nothwithstanding that there has been an irregularity in their issue such as the company would have been entitled to set up against the original holder. (Re Romford Canal Company; Pocock's Claim; Trickett's Claim ; Carew's Claim.)

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Directors Power of removal by company Alteration of articles- Costs.- Directors office for the period for which they are appointed, and the company has no inherent power to remove them before the expiration of that period. If there is no power in the articles of association of a company to remove directors before the expiration of their period of office, but the shareholders are authorised by special resolution to alter any of the articles, a separate special resolution altering the articles so as to give the company power to remove directors must be passed before a resolution can be passed to remove any of them, and a special resolution passed at a general meeting of the company that certain directors (naming them) shall be removed, is not sufficient. Certain shareholders of a company were appointed directors by a general meeting in the place of existing directors, and brought an action in the name of the company against the existing directors to restrain those who had been removed from acting. The Court, holding that the new directors were not duly appointed, refused the relief prayed with costs; but, as the plaintiffs substantially represented the wishes of the majority of the shareholders, although technically they had no right to use the name of the company, the costs were ordered to be paid out of the company's assets. (Imperial Hydropathic Hotel Company Limited v. Hampson.)

Remuneration for past services - Gratuities to servants-Power of general meeting-Companies Clauses Act 1845. A railway company was authorised, by an Act of Parliament, to

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transfer its undertaking to another company, at a price to be fixed by arbitration. The Act provided that on the completion of the transfer the company should be dissolved except for the purpose of regulating its internal affairs and winding-up the same, and of applying the purchase money in the manner provided by the Act. The purchase money was to be applied in paying the costs of the arbitration, and in paying off any revenue debts or charges, and the balance was to be distributed among the debenture holders and shareholders. There was no provision in the articles of the company for the remuneration of the directors, and they had never been paid any. After the completion of the transfer, resolutions were passed at a general meeting of the company to apply a certain part of the purchase money in compensating the paid officials of the co pany for the loss of their employment, although they had no legal' claim for compensation, and in remunerating the directors for their past services. Held, that the resolution was invalid, as the company was no longer a going concern, and only existed for the purpose of the winding-up. (Hutton v. The West Cork Railway Company.) Misrepresentation in prospectus-Action to cancel allotment-Abandonment of action-Election to remain a shareholder.-The plaintiff having brought an action against the defendants to have his allotment of shares cancelled on the ground of an inaccurate statement in their prospectus, afterwards agreed to discontinue his action. Held, that he had thereby elected to remain a shareholder. (Reid v. London and North Staffordshire Fire Insurance Company.)

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Payment out of court-Costs of incumbrancersPurchase of land-Land Clauses Consolidation Act 1845.-A petition had been presented for the sale and payment out of court of a certain amount of consols, representing the purchase money of land belonging to a tenant for life and remaindermen, which had been paid in by a railway company under the Lands Clauses Act 1845: after the payment into court some of the remaindermen had mortgaged their reversionary interests in the fund on the death of the tenant for life the petition was presented by the persons entitled to the equity of redemption and their mortgagees. A motion was made to vary the minutes of the registrar's order with regard to the payment of the costs of the mortgagees in proving their incumbrances. Held, that the railway company was not liable to pay the costs incurred by the mortgagees in proving their incumbrances created subsequently to the payment into court, but that those costs must be borne by the parties proving those incumbrances. (Ex parte Great Western Railway Company; Gough's Trusts.) Unregistered company-Loan society-Association of more than twenty members having for its object the acquisition of gain-Illegality-Companies Act 1862.-T. was the president of a loan society, which consisted of more than twenty members, and was not registered under any statute. The society was formed to advance money to enable shareholders to purchase or build dwelling-houses, or to advance money on personal security, interest being charged on all moneys advanced by the society. The society advanced money to the defendants, who signed promissory notes as security for the loan, which promissory notes were indorsed by T. to the plaintiff, who succeeded him in the office of president. In an action by the plaintiff upon the notes: Held, that the society had "for its object the acquisition of gain within the meaning of the Companies Act 1862 (25 & 26 Vict. c. 89), s. 4, and not being registered under that Act, was illegal; and that consequently the plaintiff could not recover upon the promissory notes. (Shaw v. Benson and others.)

WINDING-UP.

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a petition for the winding-up of a limited company, without proof of pecuniary special damage. Where in such an action the plaintiff company proved no pecuniary special damage except the incurring of certain costs which were not allowed to the company when the petition was dismissed, and the judge at the close of the plaintiff's case directed judgment for the defendant: Hsld, that although the liability to pay these costs was not special damage of which the law would take notice, the case ought to have been left to the jury, and there must be a new trial. (The Quartz Hill Consolidated Gold Mining Company Limited v. Eyre.)

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Change of directors Quorum-Allotment-Voidable contract to take shares-Repudiation-Relief after winding-up-Status-The articles of association of a limited company provided that the number of directors should not be less than four, or more than seven, and four directors were named. It was also provided that two directors should form a quorum, and that the continuing directors might act notwithstanding any vacrncy in the board, the directors being empowered to fill up casual vacancies. By a letter dated the 8th Nov. A. applied for shares in the company, relying on the statement in the prospectus that B. was to be a director and chairman, and C. a director. At the first meeting of directors only two were present, B. and C. having sent in their resignations. The two directors elected another director, who was not present, and proceeded to allot shares. On the 15th Nov. A. received a letter of allotment accompanied by a letter informing him that B. and C. On the 27th Nov. had retired from the board. A. wrote withdrawing his application for shares on the ground that B. and C. were not directors. The company refused to withdraw his name, but took no further steps to enforce the calls on the shares, and A. took no proceedings to recover his deposit, or to have his name removed from the register. On the 3rd Feb. 1881 another shareholder obtained. an order for the removal of his name in conзequence of the resignation of B. and C. (Re Scottish Petroleum Company; Anderson's case, 43 L. T. Rep. N. S. 723; 17 Ch. Div. 373), but no agreement was proved that these proceedings should govern the cases of any other allottees. The company was afterwards wound-up, and then A. took out a summons under sect. 35 of the Companies Act 1862, to have his name removed from the register. Held, that the two directors were competent to allot the shares. Held, also, that the letter which accompanied the allotment letter did not qualify it, so as to prevent it being an unconditional acceptance of A.'s offer to take shares. Held, also, that A. had entered into a complete contract to take shares, but in consequence of the retirement of B. and C. But held, that as A. the contract was voidable. had taken no steps before the commencement of the winding-up to have his name removed from the register, his name was properly on the list of contributories. There is a difference between a contract to take shares and other contracts, as in the former case the contractor acquires a status as a member which it requires some active proceeding to alter, repudiation alone not being sufficient. Whether A.'s delay in not repudiating the shares until the 27th Nov. would not, in the case of a going concern, have disentitled him to any relief, Petroleum Company; (The Scottish quære. Wallace's case.) Commencement of resolution for voluntary windingup-Compulsory order-Past members.-Where shareholders in a company had transferred their shares less than a year before a resolution of the company for a voluntary winding-up, but more than a year before a subsequent compulsory order for winding-up: Held, that the winding-up order did not relate back to the date of the resolution for a voluntary winding-up, and that the shareholders were not liable to be placed on the list of B. contributories. Members of a company may transfer their shares at any time before a resolution for voluntary liquidation has been passed, notwithstanding they know that such a resolution is

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