2. The object of the words sought to be inserted in the bills of lading being to waive this lien on the part of the shipowner, the master was not bound to sign such a bill (The Mayflower, 3. Ware, 300). And if he had signed, the bill would have been ineffectual to determine the controversy above discussed, the master having no power to waive a condition of the charter (The Salem's cargo, 1 Sprague, 380).

3. Accordingly, though a libel suit might have been brought for the purpose specified, we do not think it could have been successful.

4. A bill of lading not signed by the master, or agent in possession of the vessel, or some one in his behalf, is a document for which we find no precedent in the books on maritime law.

The truth is, the agents in Brazil should have secured the captain, or at least tendered him the difference in freight, before asking him to sign the bills thus tendered for his signature. The captain, in our opinion, was justified in his refusal.

19. A vessel, either through causes of bad weather or inability to receive on board all the cotton of her cargo that may be tendered in one or more days, the master signs bills of lading in advance where, through his personal knowledge or that of the consignee of the vessel (they having orders on the presses for delivery) know that said cotton is ready for delivery to the vessel as soon as the causes above referred to are removed.

Would bills of lading so executed be binding against ship and owners? And further, would said cotton be considered in the custody or possession of the master?

A. The original rule, that a ship cannot be bound by a bill of lading, signed for merchandise not actually on board, was strongly laid down by the Queen's Bench in the well known case of Grant v. Norway, 10 C. C., 665, where it was said by the Chief Justice that "the very nature of a bill of lading shows that it ought not to be signed until goods are on board, for it begins by describing them as shipped." So in the later case of Hubbersty v. Ward, in the English Exchequer (Eng. Law and Eq. Rep., 551), Chief Baron Pollock said: "We think that when a captain has signed bills of lading for a cargo that it is actually on board his vessel, his power is exhausted; he has no right or power, by signing other bills of lading for goods that

are not on board, to charge his owner." These authorities were accepted by the Supreme Court of the United States in the cases of the Schooner Freeman, etc., v. Buckingham et al., 18 How., 182, and in that of the Lady Franklin, 8 Wall, 325. At a later period the English courts modified the rule so as to cover goods in the master's custody, though not on board the ship. In 1868, the case of the British Columbia, etc., Company v. Nettleship was decided in the Common Pleas (18 L. S. Rep., 291). There the master, through carelessness, signed bills of lading for a box of machinery, which was delivered on the quay where the vessel was loading, but was never put on board, and the court left it to the jury to say whether or no it had been actually placed in the custody of the shipowner's servants. The jury found that it had been, and the judgment accordingly was that the shipowner was bound. All the judges concurred, the principle being briefly stated in one of the opinions to be "that delivery to the agent of a ship for the purpose of loading is sufficient to create liability on the owner's part."

The same case has not, however, so far as we know, been litigated in our courts; and, though it is likely they would follow the later English authority on this point, it is to be observed that this does not by any means go so far as the case of our correspondent requires. The goods were there actually on the quay within reach of the ship's tackles, and, as the jury found, in the custody of the ship's servants. Possession of an order on the press, however, could not, in our opinion, be considered actual custody of the cotton, at least without acceptance of the order at the press, and distinct separation of the bales, so as to constitute a good delivery. The direct or implied assent of the vessel owner might perhaps alter the case somewhat, but even then no implication could be drawn except from specific proof of knowledge or authority sufficient to estop the owner from contesting the master's acts, as beyond the usual scope of his employment.

BOOKKEEPING.

(SEE ALSO SETTLEMENT OF ACCOUNTS.)

1. Two persons enter into co-partnership; one furnishes all the capital needed to begin with, say $500, and other furnishing no capital. In the articles of co-partnership that they have had drawn up, it

is stated that $250 has been contributed in cash by each partner, whereas one contributes nothing, but agrees to give his individual note for the $250 to the other partner. Are the articles of partnership right in this respect in reading that each contributes half of capital in cash? and if not how should they be worded to cover this point? Also please state how the entries in regard to the capital under the above circumstances should be made in the books upon the commencement of business?

A. If the note is duly executed and delivered the articles are all right. Each has then contributed $250, and B has borrowed of A $250 for this purpose. The books may then credit each partner with half the capital. A will hold B's note for the contribution of the latter, to be paid as soon as B has the money, or by consent to be charged against his account.

2. A Building and Loan Association was organized in 1876, and the first series was started in that year, and each succeeding year a new series was begun. The profits for the first year as a matter of course belonged to the first series, but as each succeeding series was begun the question of an equitable division of the profits presented itself, viz.: What proportion of last year's profits belonged to each of the first, second, and third series?

The business of the association runs about as follows: At each monthly meeting the stockholders of each series pay their fixed subscription of $1 per month per share, the borrowers paying in addition to their subscription the amount of interest per month on their loans. The money then, although coming from different series, is pooled and loaned to the highest bidder, except when stockholders wish to withdraw, in which case they are paid out of the above-named pool, a certain percentage of the gains being deducted from the association value of the stock. The amount so deducted is credited to the series from which the stockholder withdraws, although the money was paid out of the common pool, and if loaned would earn a profit for each series, whereas in this case it only earns a profit for one series.

A. In answer to the above it is evident that the question of the equitable division of the profits of the association first presents itself at the beginning of the second fiscal year.

Each series is entitled to its own legitimate earnings. As far as these proceed from fees it is easy to determine to which series they belong. The earnings from investment of funds, considered as "a common pool," is the apparent difficulty. The cash book should be so kept in columns as to show the receipts and disbursements, and consequently the cash on hand, for account of

each series, day by day. The expenses should be kept in a separate column. When a loan (or deposit in a trust company) is made, said loan or deposit should be made for account of series No. 1 and No. 2 respectively, and so charged against each series pro rata of the cash on hand belonging to each; and whatever interest or income is derived from the investment should be credited monthly to the profit and loss account of series Nos. 1 and 2 respectively, pro rata of the investment, whether received in cash or not.

I would then charge each profit and loss account with the expenses of the month, pro rata of the profits shown by each. These profit and loss accounts will then show, at the end of each month, the net earnings of each series. Proceeding each fiscal year, in like manner for each existing series, I think the desired result will be fully obtained.

3. To determine the profits, say a year's business, which is the most proper, to inventory stock, etc., at cost or market value, and what is the custom among business houses?

A. The correct way is to inventory the stock at its current market value. As it would involve very great labor to estimate each article by itself, the usual course is to take the stock at its cost, and then to make such allowances or deductions on the gross result as will bring the total to the actual market value.

4. I am a bookkeeper, and it is my custom to take off a trial balance of my books every month. The merchandise account properly shows a debit balance every time; what would it signify if, in the regular routine of bookkeeping, the merchandise balance should be thrown upon the credit side, the trial balance being correct, or proving the books to be correct? If a remedy is necessary how should it be remedied, there being stock on hand at the same time?

A. The merchandise is debited with the stock at commencement, and with all purchases. It is credited with the sales, and at the closing of the books with the stock on hand, the difference. being the profit or loss. If in a trial balance made to prove the books the difference in the merchandise account stands on the credit side, no notice need be taken of that fact, since such an event is possible and not improbable.

BROKERS AND BROKERAGE.

1. We employ a broker in another city, say Boston, to sell a lot of goods for us. He received an offer for the goods at a certain figure, delivered in that city. If we accept the offer do we pay brokerage on the amount we net from the transaction, or on the face of the bill, without deducting freight? When no previous arrangement has been made as to brokerage, what percentage can a merchandise broker justly claim?

A. The brokerage will be governed in amount by the usual charge in Boston on the description of merchandise, whatever it may be, and will be calculated on the bill rendered to the buyer.

2. We beg to ask if we are justly entitled to charge our commission on the duty-paid price of goods sold for a party abroad, such goods having been sold at that price, less the duty in bond? Also, is the broker entitled to charge brokerage on the duty paid or bond price?

A. If the sale was made in bond, that price governs both the commission and brokerage. If sold delivered out of bond or duty paid that price will govern.

3. On the 31st October we sold through a broker here 12 casks of merchandise for export to Canada, on a sample. and on arrival of the goods the consignees rejected them on the ground that they did not come up to the sample, though we gave our Canada friends an opportunity to examine every package, in handing their agents here a delivery order to the bonded warehouse, from whence they took the goods and shipped them. After nearly seven months we effected a settlement, through the good offices of their agents-not the brokerallowing nearly 30 per cent. from the face of the invoice; and here the question arises: Are we bound to pay the broker his commission if his contract does not hold good?

A. The brokerage is legally due notwithstanding the difficulty, and would have been due if all the goods had been returned.

4. A firm with whom I do business, determining to abandon manufacturing department of their business, ask me to find a purchaser for their factory, promising me if successful $100. I discover a gentleman willing to buy, with whom several interviews are held, resulting in his taking a five years' lease of the property, with the privilege of purchase on or before expiration. On requesting some compensation for my services I am refused, on the ground that I failed to make a sale. In the premises, what am I entitled to ?