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last session it would compete with it and run it down. Why, then, are the owners of property throughout the country to be compelled at enor mous expense to adopt a system which they will not adopt voluntarily? And in whose interest is the scheme so strenuously supported? If half the energy which has been spent in pushing this bill for compulsory registration of title to land were de

Mr. Hunter in his address at Bristol last year, we should soon have an improved system of transfer by deed, against which no land registry would without compulsion have any chance whatever. Those the

some redress when ill-treated or deserted by their husbands. I wish that more progress had been made in the codification of our law. It has always appeared to me that it is a reproach to a great commercial country like ours, that what is the law on any subject has to be sought in an entangled mass of statutory enactments, and in the difficult and nice distinctions to be deduced from the study of perhaps a host of decided cases. We have, how-voted to carrying through the reforms indicated by ever, in the last fifteen years obtained at least five important Codification Acts on matters of mercantile law; such as the Bills of Exchange Act 1892 the Factors Act and the Arbitration Act 1889; the Partnership Act 1890, and the Sale of Goods Actorists who clamor for a registry of title have, I 1893, besides the arrangement in single acts and the amendment of existing statutory provisions such as the Merchant Shipping Act 1894. We are promised an early codification of the law relating to marine insurance, and I hope that the day is not far distant when we shall have all the more important branches of our commercial law embodied in Codification Acts, which will at least pave the way for that greater and much-desired object, a general codification of all our law. But if the last session of parliament has been barren of complete legislation, there have been under discussion during the past year many matters of great interest to the profession. First and foremost is, of course, land transfer, and then come the very important subjects of trusts and the amendment of the Companies

Acts.

As to land transfer, you have heard so much on that subject that, important as it is, I am sure I shall best study your feelings by confining what I desire to say within a comparatively small compass. I trust that, after the evidence which was given last summer before the committee of the House of Commons, the present Lord Chancellor will pause before he introduces such a bill as that of last ses

sion. If the Government would follow the example set last year by the Board of Trade, in the matter of the Companies Acts, and appoint a really strong and competent committee to consider the subject of land transfer, and suggest some workable scheme for the improvement of the law, we should, I am sure, hear no more of such a measure as the Land Transfer bill of 1895. It was twenty years ago that our then president, Mr. Gregory, in his presidential address, here at Liverpool, pointed out the defects in the act of 1875, and predicted its failure, which he said would be mainly due to the absence of power to take off the register land once registered, as the rules were sure to be cumbrous and expensive in small transactions." The present system of conveyancing. though matters have been greatly improved since 1875, is not without its faults; but side by side with the system proposed by the bill of

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am sure, no experience of the delay and expense involved in dealing with the simplest matters which arise in reference to registered titles; and if this is the case now, when so few titles are registered, what must we expect if the whole of the conveyancing of the kingdom had to pass through the offices of the land registry? In the spring of the present year I was asked to arrange the transfer of a house. I knew that it had been bought more than twenty years ago, that the owner had long since died, leaving all his property to trustees for sale, and that one of the four trustees was dead; and in answer to an inquiry how long it would take to transfer the property, I answered, "A few hours." Alas! I spoke without my host, for I had forgotten that it was a land registry title. I had to register the probate, prove the death of the trustee, and the land registry, before accepting the probate, required notice to be given to the heir-at-law and a valuation of the property to be produced. Some delay, of course, occurred; and in this particular case the delay did not injure my clients, for their proposed sale fell through, but I had to pay between £6 and £7 in fees to the land registry and other disbursements to clear the title and place the surviving trustees in a position to sell, and with an unregistered title 5s. would have covered the disbursements, and a transfer could have been made at We, as practicing lawyers, are not lawmakers; we can only indicate what we think the law should be. Your ex-president, following (I believe unwittingly) the lines suggested by Mr. Wolstenholme in 1862, advocated last year at our provincial meeting at Bristol some very radical changes in the law of conveyancing. Personally I am prepared to go even a step further than I believe he and many who think with him are prepared to go. We should, I think, always have an owner of the whole fee simple of land from whom a purchaser or mortgagee could get a clear title free of any trusts or equitable interests, and that whether the purchaser or mortgagee has or has not notice of such interests; and in cases where the

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similar experience to that in the case of land transfer. There is no subject which occupies our attention more, or fills a larger place in our daily business, than the administration of trusts, and it was therefore with no little apprehension that one recently saw signs of the spirit of officialism endeavoring to secure to itself yet another important slice out of our daily busineas. Happily, wiser counsels have in this case prevailed; apparently we are not to have an "official trustee," and the public are to be allowed to manage their trust business in their own way, without the interference of a great Government department. You are all aware that the subject of the administration of trusts was referred to a select committes of the House of Commons, before whom the Lord Chancellor, Lord Justice Lindley, Lord Watson, Mr. Cozens-Hardy, your then president (Mr. Hunter), and Mr. Walters, and others gave evidence. The committee reported in May last, and in June the Attorney-General introduced a bill into the House of Commons, to carry into effect the recommendations of the committee. The

committee's report deals partly with the law affecting trusts, and partly with their administration, and

the two recommendations of the committee with

nominal owner is trustee for others, they should look to the trustee and the proceeds of the disposition of the land, and have no claim on the land itself. Beneficiaries under settlements of stocks, shares and securities look to the trustees, and a purchaser of the investments has no concern with the beneficial interests. If this in the vast majority of cases is safe with regard to stocks, shares and securities, how much more free from risk must it be in the case of land, the ownership of which is | usually a matter of notoriety, and where no transfer to a purchaser would be likely to pass unperceived 1. as in the case of other investments. We may make the conveyance and transfer of land as simple as that of any kind of personal property (not passing by delivery), but we cannot get over one or two inherent differences which people who talk glibly on the subject seem to ignore, and there will always have to be considered and dealt with the particular incidents, such as rights of way and other easements affecting or passing with the land transferred, as well as the possession or occupation of the land, and the land registry will not simplify this. Let Parliament improve by every means practicable the transfer of land, but let our clients be saved from having to transact all their business in a government office. When titles are known, the transfer of the land is at present as sim-sibility when satisfied that he has acted honestly, ple as the transfer of stocks. The defect of the present system is that, when a title is such as requires investigation, a purchaser has to look into the equitable as well as the legal title; has to search registers, see that no duty is charged on the estate, and all this could be remedied by providing that the purchaser, on obtaining a transfer of the fee-simple, shall acquire a title paramount to all equitable and other charges; and it is because I feel that a cheap and simple system of conveyancing by deed is feasible and infinitely superior in this country to any system of land registry, that I urge the appointment by the government of a competent and independent committee. If a strong committee were appointed, such as that which has been dealing with company F law, we should have many improvements in our conveyancing law and practice, and there would be plenty of experienced members of our profession ready enough to suggest and assist in carrying out practical improvements, and the transfer of land would be simplified and rendered more expeditious and its cost lessened; but I do not believe that any scheme such as that of the Land Transfer Bill of

1895 for forcing upon an unwilling public a system which does not suit their requirements, and which they have for twenty years refused to adopt voluntarily, would find favor with such a tribunal.

We have had in the case of trusts a somewhat

regard to the law are: (1) "That the court be empowered to relieve any trustee from personal respon

reasonably, with the intention of carrying out the terms of the trust, and ought fairly to be excused for having acted without the directions of the court; " and (2) "That the court be empowered to give sanction beforehand to such departure from the terms of any trust as have become expedient owing to altered circumstances and are for the advantage of those beneficially interested." If these proposed alterations in the law are sanctioned by Parliament, and if when cases arise the statutory provisions are liberally interpreted by the court, considerable progress will have been made in alleviating the difficulties under which trustees have hitherto labored. I hope when the bill comes to

be dealt with in Parliament that the words "with the

intention of carrying out the terms of the trust" will be struck out, or the relief offered may be found to be illusory; if, before granting relief, the court has to be satisfied that the trustee "has acted rea

sonably, honestly, and ought fairly to be excused,” it would seem to be all that is required. These alterations of the law will have, I am confident, the approval of all those who have had experience in the administration of trusts. The ends to be arrived at by the alterations suggested in the machinery for administering trusts can, I think, be best put before you by quoting the words of the report the committee say: "It would be an immense benefit if those who desire to place their money in trust for others, or to

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drawn between judicial factors in Scotland and receivers in England - both are appointed by the court- and so far as I have been able to ascertain, the mode of applying for a factor, and the circumstances under which one is granted, are almost, if not entirely, the same as those relating to the appointment of a receiver in England. A judicial factor and a receiver both deal under the control of the court with the property committed to their charge, both render accounts, and pass them in court, and on reference to the Standard Text-Book in Scotland on judicial factors, I find that his office is defined as "analogous to that of a receiver in England." I understand that considerable improvements in the system have been introduced in Scotland since the passing of the Judicial Factors Act 1889, and I believe that judicial factors are more frequently appointed in Scotland than receivers in England, and the more frequent use in Scotland of these facilities may well be accounted for by the fact that the details of working the system are better in Scotland than in England; and it is for this reason that I should have been glad to have seen this Bill for the Administration of Trusts accompanied by the draft rules, which clause 6 proposed to authorize the Lord Chancellor, with the concurrence of the treasury, to make for the purpose of carrying the act into effect. The objects which the committee in their report say should be sought, are most desirable in every respect, though I for one am not Quixotic enough to expect that absolute security of trust funds, and due and proper administration of trusts by capable and experienced men, com

have their money distributed at their death, or who are the beneficiaries under trusts, could know that there was within their reach a cheap method by which they could secure just administration of the trust funds with an absolute assurance of security. It would also be a benefit to trustees who, from unforeseen difficulty, or from altered circumstances, might desire to be relieved of their burden that they should be able without expense to transfer to competent and responsible hands those duties which they can no longer satisfactorily or conveniently discharge." The committee then go on to say, that they have learnt. in the course of the inquiry that "there is in existence in Scotland a system of administering private trusts under judicial supervision, which appears to have worked admirably," and they describe in general terms the mode of administering a trust by a "judicial factor," and say that there is little difference between the expense of a judicial factory and a private trust, and they add: "In considering what methods would be most suitable for England, the primary conditions of success must be borne in mind. It is indispensable for the success of any system that it should be inexpensive, that those who administer it should be easily and promptly accessible, and personally ready to take the same steps as a sensible private trustee now takes to acquaint himself with all that belongs to the trust committed to him." The committee indicate the classes of persons from whom judicial trustees should be selected, and they include district registrars, county court registrars, solicitors, and accountants, and advise that their scrvices should be paid for by a mission, and they should be in the situation of officers of the court, able to ask, without either formality or expense, for directions from the judge, who might, if he thought it necessary, give other parties an opportunity of presenting their views, or informing his mind before giving his directions, and that facilities should be given for hearing any complaint or representation by persons interested in the trust; and the committee also suggest that accounts should be rendered periodically and audited officially. It is a satisfaction to note that the committee reported against compulsion, for they say: "It would be not only unnecessary, but mischievous to make such a system as is here proposed compulsory." I must say that I was somewhat astonished when I first saw the reference to the judicial factor system as a novelty in this country; I had always thought that "judicial factor" was only Scotch for "receiver appointed by the court," and I should like to have heard the answer which would have been given to the committee by anyone conversant with the two proceedings to a question as to the distinctions to be

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achieved at little or no expense to the beneficiaries. If the rules inaugurate a procedure which comes anywhere near the system foreshadowed by the report, a great boon to trustees and beneficiaries will have been attained; the new system will, at all events, have the support of our branch of the profession, and, if competent solicitors are frequently appointed judicial trustees, we may rest assured that the trusts committed to their charge will be administered in a business-like and satisfactory manner. The Council of the Incorporated Law Society have at all times and in all places protested against the unsatisfactory process of legislating by rules to be made hereafter, and in this particular case the protest is more than usually necessary, as all depends on the manner in which the general scheme of administration covered by the bill is worked out in practice by the rules to be made under it.

You are doubtless aware, and I have had occasion already in this address to allude to the subject, that in November of last year the board of trade appointed a committee (and a very strong committee

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it was) "to inquire what amendments are necessary in the companies acts, especially with a view to the better prevention of fraud in relation to the formation and management of companies, and to report on the clauses of a draft bill to be submitted to them." The committee held a great many sittings, and communicated with, and ascertained the views on many points of the London and Liverpool and other chambers of commerce, the London and other stock exchanges, and they considered all the various projects for altering the companies acts, which have been submitted of late years to parliament, and they have drawn up a very able report and settled a draft bill which will no doubt be introduced at an early date. It is, I think, much to be regretted that the committee have almost entirely devoted their attention to clauses for the prevention of fraud, and have not done much to facilitate the administration of companies a very important object when it is borne in mind that more than a thousand millions pounds sterling are invested in English companies, many of them carrying on business abroad, and when it is so desirable that every facility should be given for the establishment and administration here of companies carrying on foreign business, the control of the capital for which would otherwise go abroad. It is satisfactory to be able to note that the committee have reported against many of the "fads" of which we have heard so much of late years, such, for instance, as double registration, or, as a preliminary to carrying on business, an official investigation into the formation of a company. Upon this latter point the views of the committee are clear and precise, for they say: "To make any such investigation into the position of every new company complete or effectual, would demand a very numerous staff of trained officers, and lead to great delay and expense, while an incomplete or perfunctory investigation would be worse than none. It would be an attempt to throw what ought to be the responsibility of the individual on the shoulders of the State, and would give a fictitious and unreal sense of security to the investor, and might also lead to grave abuses." The committee have moreover reported against the proposals for prescribing a statutory form of balance sheet, for making a reserve liability capital obligatory, for prohibiting charges on uncalled capital, for requiring the balance sheet and profit and loss accounts of private companies to be published, and many similar suggestions. But it is not only from what it negatives that the report is valuable. Many of the alterations proposed are desirable from every point of view, and have been long desired, and now at last they will be put forward backed by this committee's report, there is a strong probability that at no distant date they will be

come law. Among the alterations proposed are the following: (1) In the articles of association of every company and every public prospectus is to be stated the minimum amount on which an allotment is to be made, and no company is to commence business or exercise borrowing powers until a proper allotment is made in accordance with these provisions. (2) A public register of mortgages is to be kept in which are to be registered all charges on unpaid capital, all floating charges, all securities for any series of debentures, and all mortgages on chattels which would, if made by an individual, require registration as a bill of sale. (3) Directors who incur debts on behalf of a company, knowing that there is no reasonable expectation of the company being able to pay them, are to be personally liable. (4) That unintelligible and unsatisfactory section 38 of the Act of 1867 is to be repealed, and a new clause introduced prescribing what disclosures are to be made in prospectuses issued to the public; and contracts on the face of which the public take shares in a company are not to be altered without the sanction of the company in general meeting. (5) The statutory meeting of shareholders is to be beld within a month, and is to be made a real meeting, and not a useless affair as it is at present. (6) Although no form of balance-sheet is to be prescribed, the balance-sheet must give certain prescribed information, and among other important alterations, it must state on what basis the assets are valued, and what allowance has been made for depreciation; and (7) Clauses are to be introduced with a view of making the audit of companies' accounts more satisfactory than it is at present. other alterations on what I think of minor importance are suggested, but those I have mentioned appear to me the most important, and I would single out from them the clause which will render directors liable if, on behalf of their company, they incur debts which they have no reasonable prospect of being able to meet. We must all of us have known cases where directors have given to bankers and others charges on all the available assets, and have gone on carrying on business and incurring liabilities in the name of the company where there could be no reasonable expectation of the company having funds to meet them. If such a practice as this is put a stop to, no small reform will have been effected in the manner in which some and not a few companies are administered. More money, I think, has been lost to shareholders by directors going to allotment on insufficient capital than perhaps from any other cause, and the alterations proposed by the committee in this respect will, I feel sure, be hailed with general satisfaction. I wish I could feel

Many

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equally satisfied that the alterations proposed as to what must be disclosed in a public prospectus will bring about the very desirable end of preventing or lessening the number of frauds. As the committee say, it is a trite observation that the Legislature cannot protect people from the consequence of their own imprudence, recklessness or want of experience." Some, no doubt, of intending subscribers do carefully scan the clauses of a prospectus; the large majority, however, do nothing of the kind. They subscribe on a name or on an idea, or because some one else tells them it is a good thing, or because they think that the public are going in for it. I am by no means sure whether all these elaborate provisions do not serve only for the protection of the fraudulent promoter. The honest man sets out in his prospectus all which he considers it material that an intending subscriber should know, and he runs the risk of perhaps failing to comply with some of the statutory requirements. The fraudulent promoter cares not whether he tells or does not tell all that an intending subscriber ought to know, but he takes very good care that he complies with the statutory requirements, and when the crash comes he can with confidence say, "I have set out in the prospectus all that the act of parliament prescribes." Some of the provisions which the committee suggest as to the information to be given in prospectuses will, I venture to think, be altered in parliament, for the clause of the bill enumerating in general terms what is to be set out themselves occupy a page of the bill. What then is to be the length of the prospectus which gives in detail the information enumerated under so many general heads? There are, I think, many important alterations in the companies acts which are urgently called for, but which will not be dealt with by this draft bill; and it is much to be regretted that we are not at once to have a consolidation act, and that the new model form of articles of association is left to be settled by the board of trade instead of by the committee. The form of articles of association given in table A to the companies act 1862 is obsolete and quite useless. It should be replaced by a form which the experience of the past thirty-three years has shown to be desirable. It is important that there should be a good standard form which at all events small companies, where expense is an object, can use; and I hope moreover that, if a good standard form receives the sanction of parliament, it will be accepted as satisfactory by the stock exchange, and that we shall be saved the extremely unpleasant experience of late years of never knowing from day to day what will satisfy the requirements of the committee of that body. Then what a waste there is of time and money in connection

with the second meeting necessary to pass a "special resolution." I have had no small experience in companies' administration, and I have never known a single case in which the decision of the threefourths majority at the first meeting has been reversed by the second meeting; the confirmatory meeting is simply a useless expense, and must, I surmise, have had its origin in the brain of some draftsman with no practical experience of how such business is carried on. Why should there not be an enactment that an extraordinary resolution (a three-fourths majority) shall serve all the purposes of a special resolution? I should moreover have been glad to find that this committee had reported in favor of allowing a company, by the vote of a three-fourths majority, to alter the objects for which it may have been constituted. Some, but very limited, facilities in this respect have, as you know, been given by the act of 1890. Let us consider for a moment what the restrictions imposed by the act of 1862, and the narrow views taken by the courts on the subject of the powers of companies, have led to. Nowa days, if the real object for which a company is intended to be formed be, say, to carry on a waterworks undertaking, or lay and work a submarine telegraph cable, or something similar, what do we find in its memorandum of association? Why at least fifteen or sixteen clauses referring to every conceivable kind of business which an expert draftsman can imagine possible. I took up a short time ago from my table at hazard a prospectus of a brewery in which I was invited to take debenture stock, and which was put forward under the most respectable auspices, and I find the " objects" of the company defined in nineteen separate clauses. In practice most dangerous powers are thus conferred on the managers of companies in order to secure that no risk may exist of their powers being questioned in transacting in ordinary course the business for which the companies are really constituted. If it were possible for a company to enlarge its objects by a three-fourths vote of its members, we should quickly see a different practice arise, and no such dangerous powers would be contained in memorandum of association as now habitually find a place

there.

The Legislature and the courts in their desire to prevent a company formed for one object carrying on any business not strictly within a very narrow construction of its memorandum of associa

tion, have brought about in practice a much greater evil than that which they have endeavored to guard against, and in my opinion the sooner the remedy which I have indicated is adopted, the better it will be for those who invest their money in the shares or securities of joint-stock companies.

The subject of legal procedure is one which

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