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lently by false pretences without spoken words. Re Levy, 30 Law Tim. Rep. 235.

INSPECTION.—Calls-Production of documents -Staying order peremptory for payment of call pending action.-The plaintiff, in an action at law brought against the directors of a company which is being wound up in the Court of Bankruptcy, is entitled, as of right at common law, to inspect the books and papers of the company in the hands of the official liquidator. Where an action is pending, brought by a party whose name has been placed upon the list of contributors by the commissioner in bankruptcy for the purpose of disputing his liability on the ground of fraud and misrepresentation; and appeals are also waiting to be heard before the Court of Appeals, disputing inter alia the validity of a call made by the official liquidator, the commissioner will stay an order peremptory for payment of the call until after trial of the action and the hearing of the appeals. Exp. Clark, 30 Law Tim. Rep. 174.

OFFER OF COMPOSITION.-12 & 13 Vic. c. 106, s. 230 [vol. 2, p. 302].—An offer of composition, to be effectual under s. 230 of the Bankrupt Act (12 & 13 Vic. c. 106; 2 Law Chron. 302), must be made to all the creditors, and not confined to nine-tenths in number and value of the creditors who agree to accept the same (per Bramwell, B.). The offer must be to pay in money, not by bills. Taylor v. Pearse, 26 Law Journ. Ex. 371.

PARTING WITH PROPERTY.-Within three months of the date of the petition.-Where a petitioner has parted with any of his property (except for the necessary support of himself or his family, or the necessary expense of his petition, or in the ordinary course of trade), at any time within three months of the date of his petition, the petition will be dismissed. Re Timson, 30 Law Tim. Rep. 171.

PROOF.-Equitable plea of proof in bankruptcy— Effect of splitting a debt.—A creditor of a bankrupt may prove for a part of his debt, and give credit to the estate for another part for which he is secured by a policy; and a covenant by the bankrupt to pay the premiums on the policy as they become aue, is a subsisting covenant to pay the premiums as they become due, after the debtor has been declared a bankrupt, and received his certificate. Elder v. Beaumont, 6 Week. Rep. 57.

PROTECTION. Jurisdiction- Residence.-The places and periods of a petitioner's residence for six months preceding the duly granting of the petition, must be correctly set out in the petition, otherwise the court has no jurisdiction. Re Gaydell, 30 Law Tim. Rep. 172.

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merely requires that a register of shareholders shall be kept by the company in one or more books in which certain particulars are to be entered, but no time was specified within which such register was to be made. By s. 19, every person who has accepted a share in a company registered under the act, and whose name is entered upon the register of shareholders, shall be deemed to be a shareholder. It has been decided by Mr. Com. Fonblanque that all parties who sign the memorandum of association of company are liable as contributories in respect of the number of shares placed opposite to their respective names therein. A register book, purporting to be a "draft register," of shareholders of a company in the form required by the Joint-Stock Companies Act, 1856, but made up by the secretary by order of the managing director of the company, and neither signed by a shareholder nor stamped with the seal of the company, is not a "register of shareholders" within the meaning of s. 16, so as to fix any party whose name appears there as a shareholder within the 19th section of the act. Ogilvy's case, 30 Law Tim. Rep. 173.

Joint-Stock Companies

PUBLIC COMPANY. Act, 1856-Register of shareholders, what.-A book, purporting to be a register of shareholders, which was made up by the solicitors of a company, by order of the board of directors, from papers and documents in the possession of the company after the establishment was broken up, and the company virtually defunct, is a register within the meaning of the 16th section of the Joint-Stock Companies Act, 1856, and the fact that there are mistakes and cmissions of dates therein will not alter the case. Where a company had not provided any particular form for the acceptance of shares by the shareholders: Held, that the letter of application inclosing the bank's receipts for the deposit money, and upon expressing a willingness on the part of the applications to take the shares and pay the deposit and calls, &c., thereon, is a sufficient acceptance within Table B., Art. 1, of the Act of 1856. Re Greenfield's case, 30 Law Tim. Rep. 172.

PUBLIC COMPANY.-Joint-Stock CompanyWinding up-Jurisdiction of court to stay proceedings at law. Where a question of law is involved, and it is doubtful whether a debt sought to be recovered in an action at law is 'the debt of the company in process of being wound up in bankruptcy, or only of individuals, the court will not interfere in staying the action, under ss. 73 and 84 of the Joint-Stock Companies Act, 1856: Semble, the Court of Bankruptcy has no jurisdiction in such a case to stay the action: Held, also, that the court in such a case will not stay the proceedings in bankruptcy, under the winding-up order, until the action at law has

been tried and a verdict obtained. Exp. Evans, 30 Law Tim. Rep. 173.

TRADER-DEBTOR SUMMONS. Costs of where debt is paid.—Where a trader is served with a writ in an action at law, and particulars of demand, under s. 78 of the Bankruptcy Act, 1849, and on the same day with a trader-debtor summons, and he pays the debt, the court will not require him to pay the costs of the summons for want of a reasonable time wherein to pay the debt; but he must pay the costs of the affidavit of debt, and the particulars of demand, that being a proceeding allowed by law. Re, 30 Law Tim. Rep. 173.


INTERESTED JUSTICES.- Appeal — Deputy recorder-16 Geo. 2, c. 18.- An order made at the January sessions, 1857, by a deputy recorder, on the trial of an appeal by a water company, against a rate, was set aside, on the ground that the deputy recorder was an interested party, although he had sold his shares in the company, but the transfers had not been completed. The appeal was then heard at the June sessions before the recorder, and an order made reducing the rate, with costs. The parties not being able to settle the amount of costs, the matter was brought before the deputy recorder at the October sessions; and he having in the meantime completed the transfer of his shares in the water company, taxed the costs at £250, and made an order accordingly. It appeared, however, that the deputy recorder was rated to a parish which contributed with the respondent and other parishes to the common fund for the relief of the poor, but he was not rated to the parish where the property of the water company was situate, which was the subject of the appeal : Held, that, having an interest, though it might be very small, in the case, and the taxation of costs being a judicial act, the deputy recorder was incapacitated from acting in the appeal, and that the order adjudicating the costs was therefore bad. The 16 Geo. 2, c. 18, only enables justices to make original orders out of court respecting places in which they are rated, and does not give them any jurisdiction in the matters of appeals against orders relating to such places. Reg. v. The Recorder of Cambridge, 30 Law Tim. Rep. 164.

FALSE PRETENCES.-Prosecutor induced to enter into a partnership, and to advance money as part of the capital of the concern.-Upon the trial of an indictment for obtaining money by false pretences, it was proved that the prosecutor, upon the faith of certain representations made to him by the prisoner, entered into a partnership with him, and advanced money as part of the capital of the firm : Held, that, under these circumstances, a conviction

could not be sustained. Reg. v. Watson, 30 Law Tim. Rep. 171.

HABEAS CORPUS.-Commitment-Vagrant act -Substitution of new warrant.-Where a prisoner has been lodged in goal under a bad warrant of commitment, even in the nature of a conviction, (as, where the commitment is under the Vagrant Act, 5 Geo. 4, c. 83, s. 4), a good warrant of commitment, subsequently delivered to the gaoler, but before a rule for a habeas corpus has been obtained, is a good answer to that rule. The Queen v. Richards (26 Law Journ. M. C. 201) confirmed. And where a writ of habeas corpus was granted to bring up a prisoner convicted under the Vagrant Act, the commitment stating that he had frequented, &c., a public highway, not stating it to be "a place of public resort" or adjacent thereto, and the writ proved abortive, and then a new warrant was delivered to the gaoler, and subsequently a rule nisi was granted for another writ of habeas corpus: Held, that the fact of the second warrant, disclosed upon affidavit, as that warrant would have been a good return to the writ, was an answer to the rule, and the rule was accordingly discharged. Exp. Cross, 27 Law Journ. Ex. 40.

LARCENY.-False pretence-Servant receiving from master as agent of another.-Where a servant by a false pretence induces his master to give him a cheque, as agent of a creditor of his master, with the view of its being handed over to that creditor, and the servant appropriates the cheque to his own use, he cannot be indicted for stealing it. The Queen v. Essex, 27 Law Journ. M. C. 20.

QUARTER SESSIONS.-Power to adjourn— Direction by statute to do act at next sessions—Table of fees.-The provision of the statute 26 Geo. 2, c. 14, which requires that a table of fees shall be made at one quarter sessions, and shall be approved by the justices of the peace at the next succeeding quarter sessions, is not directory but imperative. Hence a table of fees was held to be void which was made at one sessions considered at the next sessions, and by that sessions adjourned to the third sessions, which approved it. Bowman v. Blyth, 27 Law Journ. M. C. 21.

EMBEZZLEMENT.-By clerk to a savings bank -Property laid in trustees-Evidence of act of trustee -Larceny or false pretences.-In an indictment for embezzlement by the clerk of a savings bank, the property was laid in A. B., and others. In order to prove that A. B. was a trustee, he was called as a witness, and stated that since the commission of the offence, he had been acting as a trustee, but that before that date he had attended only one meeting, having been requested to do so, lest there should be a deficiency of trustees, but he was also a manager, and

it did not appear that any act was done at that meeting which might not have been done by a manager as well as by a trustee: Held, insufficient evidence of acting to support the inference of a legal appointment as trustee. Upon an indictment for stealing a cheque, it was proved that the prisoner, being a clerk to a savings bank, received the cheque from a manager upon a false representation that one of the depositors had given notice of withdrawal, and for the purpose of handing it over to the depositor; it being found that, acording to the usual course of business, if a depositor could not attend at the proper time to receive the cheque, it was handed to the prisoner as the agent of the depositor: Held, that the case was one of false pretences, and not larceny. Reg. v. Essex, 30 Law Tim. Rep. 171.


MISTAKE.-Rectification-Compensation-Pleading-Rescinding contract after conveyance.— After conveyance the omission of certain parcels, of which omission the purchaser had notice by the abstract: Held, not a ground for rescinding the contract. The purchaser having, by his mistake, allowed the vendor to convey the omitted parcels to another purchaser: Held, not entitled to have the conveyance rectified: Held, also, that a decree for compensation cannot be made after conveyance. Quare, whether, in such circumstances, a bill praying relief against another purchaser, and in the alternative against the vendor, is not demurrable. Lenty v. Hillas, 6 Week. Rep.


ANNUITY.-Consideration of purchase-To be secured by bond-No lien.—An agreement to sell land, in consideration of an annuity of three lives" to be secured by bond:" Held, that the annuity was not a lien upon the land. Dixon v. Gayfere, 6 Week. Rep. 52.

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RIGHT OF PRE-EMPTION.- Construction Laches-Time essence of contract [vol. 3, p. 276].If there is a contract to do anything, and then a separate contract that it shall be done within a given time, the court may give effect to the first where time is not of the essence of the contract; but if a person contracts to sell an estate for a given sum of money, to be paid on the 1st of January, if the money is tendered to him on the 2nd, that certainly would not be within the contract. Whatever difference there may be between the decisions of courts. of equity and of common law in the construction of contracts as, to time being of the essence of the contract (First Book, 207), there is no authority in the books that a court of equity will vary the terms in which a testator chooses to make a gift, or that it

will consider anything as an equivalent to conditions imposed by the testator. There may, indeed, be a distinction where the party is ready and willing to do bis part, but is prevented by the act of the other party from doing it; but that is one of a different class of cases. In the following case, it appeared that a testator and his brother were seised of certain real estate as tenants in common, subject to a mortgage debt that they had both contracted. The testator, by his will, directed his trustees to convey his real estate to his brother for the sum of £2,500, provided the brother signified to the trustees his intention to accept the same within the space of one mouth from the testator's death, and paid the purchase-money within a further period of two months. His brother did signify to the trustees his intention to take the estate within the prescribed time, and his solicitor applied to the solicitor of the trustees to have an abstract of the title furnished him, but be allowed the further period of two months to elapse without paying or tendering the purchase-money. He afterwards alleged that he was not bound to pay it till he had an abstract of the title furnished to him, and a conveyance exccuted, and, moreover, that he had a right to have the incumbrances discharged, and the estate conveyed to him free: Held (affirming the decision of Wood, V. C.), that the right of pre-emption was lost, and that, under the circumstances, the trustees were not obliged to furnish an abstract. Semble, but if the trustees had been guilty of such laches as would have prevented the donee from performing the conditions imposed by the will, the court would have granted the relief. Brook v. Garrod, 30 Law Tim. Rep. 194.

NOTE. As to the effect of the exercise of an option to purchase, see ante, pp. 206, 207.

PUBLIC COMPANY.- Power to take landsInfancy of owner - Tile from occupation for sixty years at a rent-Determining value of land.-A company incorporated by act of Parliament was empowered to take lands for the purposes of their act, and either to pay for them by a gross sum, or by a perpetual annual rent. In the case of incapacitated persous, thereby empowered to sell, the value was to be fixed by commissioners appointed by the Act. The company took certain lands of an infant, and an award was made by the commissioners fixing the gross value, or the annual rent to be paid. This award was, however, informal and invalid, though it did not appear that this fact was known. The company entered on the lands in 1797, and paid an annual rent, but not the sum fixed by the award, until 1826, when the company, having arranged to give up part of the land to the owner, an agreement was made between the agents as to the reduction to be

made in the rent; and in that document the whole rent was stated at the sum fixed by the commissioners award, and a deduction was made therefrom, and the reduced rent fixed accordingly, which rent has been paid from that time, by the company, to the successive owners of the land. The present owner having lately disputed the ownership of the company, and given them notice to deliver up possession of the land, and threatened an ejectment, the company filed their bill to establish their right to the land, and to have a conveyance: Held, upon the evidence, that the rent had not been paid upon the footing of the award from the date of the taking of the land by the company, to 1826, and that the calculation of the rent upon the basis of the award, in the agreement of the date, was a mistake on both sides, and was not an admission by the defendants that the company held the land at a perpetual rent under the provisions of the act; and that the company had not acquired a perfect title under the act, and was not entitled to a conveyance: but, held, that the land must be treated as having been taken by the company for the purposes of their act, and that on the principle of the case of the Duke of Beaufort v. Patrick (17 Beav. 60; 21 Law Tim. Rep. 296), the company were entitled to hold the land, and to perfect their title thereto. The Somersetshire Coal Canal Company v. Harcourt, 30 Law Tim. Rep. 194.

SPECIFIC PERPORMANCE.- Decree - Title when first shown-Evidence of seisin-Sixty years' title-Search for will-Intestacy-Covenant to produce old deeds-Practice in chambers-Objections to clerks finding. The following case is one of great importance to conveyancers, and relates to various matters of frequent occurrence in practice. Vice-Chancellor Kindersley decided the following points-viz., 1. Where a title of more than sixty years commences with a will containing a general devise, and there is a subsequent deed of covenant by the devisee in fee to produce deeds of earlier date, that will and deed, coupled with continuous possession ever since, is sufficient evidence of seisin. 2. Where there is conclusive evidence of intestacy sufficient to satisfy the Court of Chancery of the fact, yet without search for a will, a purchaser is entitled to require such search. 3. Where earlier deeds are scheduled in a deed of covenant of sixty years old, a purchaser is entitled to simple inspection only of such earlier deeds. 4. Objections to chief clerk's finding as to title should be made and at once referred to the judge in chambers before certificate made, as the cheapest mode of deciding the question (Parr v. Lovegrove, 6 Week. Rep. 201). These points will be better understood from the following extract from the decision of the Vice-Chancellor :-" The questions involved in this discussion were in one sense

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nominal; the decree was the ordinary one, such as was made every day, and yet now that there was a controversy, not a single authority was produced as to what was meant by when a good title was first shown.' He had never entertained any doubt whatever, that it signified, not only that the plaintiff could show a good title on the abstract and documents there set out, but could prove the truth of such statements. If on the face of the abstract, or what was tantamount to it a title of sixty years and upwards was shown, and it was manifest without evidence that (for instance) an individual died intestate, or leaving a son, or without issue, if it was alleged with suflicient specification, that was a good title, although the proof might be a future consideration. There was no decision showing that such was not the right view. There were two questions; first, whether a good title could be made out at all up to this time, and whether the chief clerk was not wrong in finding that it could be made; and, secondly, if it could, when it was first shown. It was suggested in a book of practice, to which his honour owed great obligations (Dart on Vendors and Purchasers, 195), that a title should commence with a deed, and not with a will containing a general devise ; and that was true in one sense, because it was not consistent or desirable that it should so commence. But it was said that even a specific devise was not sufficient. There was no authority to show that the title must begin with a deed by which a fee simple was given to A. B. On the other hand, Lord St. Leonards had thought that a title might possibly begin without any deed: it therefore could not be contended, nor was it, that the title was bad on that ground; but the question was, whether there was sufficient evidence of seisin." Parr v. Lovegrove, 6 Week. Rep. 201. .

SPECIFIC PERFORMANCE.- Surrender of lease vested in another-Compensation [vol. 3, p. 277]. -In the case of Nelthorpe v. Holgate (1 Coll. 203), specific performance was decreed with a compensation for an outstanding life interest, which the vendor was unable to convey; there the vendor knew perfectly well of this outstanding life interest, but .contracted to sell the whole estate, while the purchaser (who obtained specific performance with compensation) had no actual notice that any such outstanding interest existed. It is different where there appears to have been a common mistake on both sides, as the following decision will show. A. contracted to purchase a leasehold estate subject to an underlease, of which seven years were unexpired, to B.'s father. A. agreed with B., on having a surrender of this underlease, to grant him a new lease, and B. agreed to procure a surrender of the underlease from his father, and to accept such new lease. B.'s father

refused to surrender his underlease: Held, upon demurrer, that A. could not obtain specific performance of this agreement, there being no allegation that B. had professed himself legally competent to enforce a surrender; and the question as to compensation to A. being determinable by action at law for damages: Held, also, that B. could not be compelled to accept a lease in the terms proposed at the expiration of the underlease. Beeston v. Stutely, 6 Week. Rep. 206.

MISTAKE. As to parcels discovered after conveyance—Relief against vendor or purchaser of another lot.-A fuller statement of the following case is given than that already furnished. The plaintiff contracted to purchase a leasehold house and stabling. The latter were not included in the same lease with the former, but formed part of the premises comprised in the lease of an adjoining house. The abstract delivered to the plaintiff did not show any title to the stabling, and he did not discover the mistake, and took an assignment of the house and premises comprised in the same lease. The stabling was assigned to the purchaser of the adjoining house: Held, that there was no ground for rescinding the contract: Held, also, that the plaintiff, having had notice by the abstract of the omission as to the parcels, and having allowed the vendor to assign part of the premises to another purchaser, was not entitled to have the conveyance rectified: Held, also, that after conveyance, a decree for compensation could not be made. There being nothing in the particulars to show that the stabling did not form part of the premises included in the adjoining lot, and the other purchaser having no notice that the plaintiff considered that he took a conveyance of these premises: Held, that the plaintiff had no title to relief against him. Leuty v. Hillas, 30 Law Tim. Rep. 229.

NOTE.-This case of Leuty v. Hillas has been taken by appeal to the Lord Chancellor, who has confirmed the decision of the M. R., that the plaintiff had no case against the vendor, but has overruled his decision as to the other purchaser of the stabling, giving relief against him. Leuty v. Hillas, 6 Week. Rep. 218.

LIEN FOR PURCHASE MONEY.- Annuity granted-Whether a lien on the estate.-An agreement was entered into for the sale of an estate, in consideration of an annuity to be granted to the vendor, for three lives, to be secured by bond, upon the estate being conveyed: Held (confirming the decision of the Master of the Rolls), that the vendor had no lien on the estate in respect of the annuity, and was only entitled to have it secured by bond. If a person sells an estate for a certain sum of money which is not paid, the vendor has a lien on the estate for the purchase money; and if he takes any other

security for the payment thereof, he still has such lien. Secus, in the case of an annuity. Dixon v. Gayfere, 30 Law Tim. Rep. 162; 6 Week. Rep. 52; suprà, tit. “Annuity."


In the Jurist of the present month, there is an article on two pamphlets of Mr. E. W. Field, in which this gentleman endeavours to keep open the old sore of the superior advantages conferred on the bar, by which he alleges an unjust monopoly is obtained to the prejudice of solicitors. The question is no doubt one of some interest to a few solicitors who think they could better perform the functions of a barrister; but we cannot conceive that the opinions of Mr. Field are likely to be generally adopted. In attacking the privileges of the bar, Mr. Field shows a little more energy, but very little discretion:-"Differing in this respect from every other occupation, the legal regulation of advocacy-if I may call that legal which is really above and outside all legal control-is placed in the hands of the great lawyers, and, as I have just said, is above all judicial and legislative control. Its members form a corporation or guild which govern the most important of all civil occupations by its own wisdom, or interests, or whims, or by a mixture of all three, and which, by regulations historically quite modern (some only a few years old), has entirely severed advocacy from the lower pursuits of the profession, and has done this so as effectually to debar any systematic addition to its own ranks from that source from which nature (the true guide in these matters), if left unrestricted, would have recruited them. Did a cobbler desire to go to the bar (and to the honour of the bar be it said that that supposition is not a fanciful one), he might be called to the bar three years after entering himself at one of the inns of court, continuing to work at his stall all the while. But if my learned and able friend now near me desired to be called to the bar, he must have been struck off the roll of attorneys, and have entirely and bonâ fide ceased to act either as a solicitor or in any of the other legal capacities mentioned in the recent rule of the four inns for three years. Three years is enough for a cobbler, who is all the while continuing his practice, to learn all the preliminary law necessary to his admission to the bar-three years' abstinence from practice and forgetfulness of his previous knowledge would be imposed upon my learned friend.”

Mr. Field will be glad to learn that cobblers and attorneys are upon the same footing. Abstinence from the pursuit of any trade or business is in all

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