of the rule laid down in Rice v. Rice (supra). The debentureholders, whether with or without negligence, failed to fortify themselves by possession of the title-deeds; the bank took this precaution. The bank therefore had the better equity, and the order of the incumbrances in point of time was immaterial. This seems to be a simpler way of treating the matter, but in either view the result is the same, and in the absence of a trust deed, debenture-holders cannot get a safe charge on the real property of the company unless the debentures provide for the title-deeds being placed in independent custody. on a subsequent incumbrancer the duty of reading the con- then conclude a fortiori to the case of an equitable incumbrancer. ditions, and that where the incumbrancer was misled into The strength of the legal mortgagee is that he has the legal believing that there was nothing in the debentures to touch his estate, and the problem is how to divest him of this advantage. security, he was not affected with constructive notice of the But in the case of the equitable incumbrancer no such considerrestriction (English, &c., Investment Co. v. Brunton, 41 W. R. ation arises. He has an equity which, apart from its priority in 133; 1892, 2 Q. B. 700). But it would not be safe to rely upon point of time, is exactly equal to that of the subsequent incumthis decision now that the restriction has become usual, and brancer, and the question is not whether he has by negligence certainly not where the property in question is real estate. or otherwise forfeited a substantial advantage, such as the legal Such a consideration only arises, however, when the sub-estate, but whether he has omitted a precaution against the sequent incumbrancer has notice of the debentures. Whether, creation of subsequent incumbrances which he ought to have in the absence of express notice, he is so put upon inquiry as to taken. Viewed in this light the case is simply an application have constructive notice is a point which has not previously been decided. If the right of inspection of the company's register of mortgages was not by section 43 of the Companies Act, 1862, expressly limited to creditors and members of the company, it would be possible that the register would give constructive notice; but as against a prospective creditor this limitation deprives it of any such effect. The sole question, then, is whether the mere fact that companies frequently issue debentures imposed on the bank in the present case the duty of making special inquiry. So to hold, however, would be to apply to new circumstances, and practically to extend, the doctrine of constructive notice, and to any such extension the courts are strongly opposed (see, for example, the judgment of BOWEN, L.J., in English, &c., Investment Co. v. Brunton (1892, 2 Q. B. p. 713). Upon this principle ROMER, J., acted in the present instance. Every company, he said, does not issue debentures, and, moreover, every debenture does not charge all the property of the company, and certainly not property the title-deeds of which are left with the company. It might just as well be said, he continued, that because it is common for private individuals to mortgage their properties, a person asked to make advances to a borrower, who appears to be unincumbered owner and has the deeds shewing him to be such owner, is bound to assume that the borrower has previously mortgaged, or to make special inquiries of him on that footing. Such a contention, in the opinion of the learned judge, would be unreasonable, and he held that there was no negligence on the part of the bank which could affect it with constructive notice of the debentures. REVIEWS. MAGISTRATES' PRACTICE. THE MAGISTRATES' ANNUAL PRACTICE, 1898; BEING A COMPENDIUM OF THE LAW AND PRACTICE RELATING TO MATTERS OCCUPYING THE ATTENTION OF COURTS OF SUMMARY JURISDICTION, WITH AN APPENDIX OF STATUTES AND RULES, LIST OF PUNISHMENTS DIARY FOR MAGISTRATES, &c. By CHARLES MILNER ATKINSON, Stipendary Magistrate of Leeds. Stevens & Sons; Sweet & Maxwell. This book is so well arranged and is so clearly written, that no one will be surprised that it has reached the third year of its existence. It seems now to have become firmly established as an authority on the subject with which it deals, and to have a successful career before it. We pointed out in a notice of a former issue of the book that, although the simplicity of its style enables the reader to readily grasp the law on any subject which it treats of, still, by aiming at such extreme simplicity the author occasionally misled his readers in some slight degree. This defect has been to a great extent remedied in the present volume, and although statute law is not always given in the precise words of the statute, the effect is given, as far as we have been able to test the book, with considerable accuracy. The book, in fact, is thoroughly good so far as it goes, but it does not go far enough or contain as much as it ought, and when used in practice must constantly be suppleto other works. mented by reference To take an instance index, with a reference to p. 163. almost at random, "BEER, Adulteration of," is found in the On turning to that page, however, for information on the subject of this not uncommon offence, we merely find the words "as to adulteration of beer, see 48 & 49 Vict. c. 51." Some subjects, too, of great importance are entirely omitted. Thus, the Factory Acts are passed over in almost complete silence, except in so far as they touch the subject of education. In every populous place summonses for offences against would certainly be largely increased by the addition of seven or these Acts are of frequent occurrence, and the utility of the book eight pages dealing with this branch of the law. Acts of Parliament passed since the last edition was published, and recent decisions of the courts which touch the subject-matter of the book, are carefully and accurately dealt with, and this edition is brought well up to date. Amongst recent cases noticed at some length, may be mentioned Powell v. Kempton Park Racecourse Co. (46 W. R. 8), the famous betting case, in which the full Court of Appeal (Rigby, L.J., dissenting) differed from the decision of five judges of the Queen's Bench Division in Hawke v. Dunn (45 W. R. 559). There is a very complete and useful table, at the beginning of the book, of the various penalties which may be imposed for offences which can be dealt with summarily by magistrates. There is also a magistrates' calendar, which ought to be of service in reminding justices and With great deference, we should have said that neither conclu-justices' clerks of the matters which require particular attention in sion followed. The title-deeds were left with the company because each month of the year. the debentures made no provision for their custody by the debenture-holders, and there was certainly no specific intention, as in Perry Herrick v. Attwood, that the company should have the deeds for the purpose of raising money on them; and the negligence of the debenture-holders was not negligence amounting to fraud which alone would be effectual to postpone a legal mortgagee. It may be suggested, however, that it is unnecessary to base the reasoning on the case of a legal mortgagee, and The question remains whether there were any special considerations affecting the failure of the debenture-holders to obtain possession of the deeds which would save them from the operation of the rule above referred to. The circumstances under which a legal mortgagee will be postponed to a subsequent incumbrancer who has lent money on the faith of the deeds are summed up in Northern Counties Insurance Co. v. Whipp (26 Ch. D. p. 494). To state them shortly, the legal mortgagee is not postponed on the ground of mere negligence in getting or keeping the deeds, but he is postponed (1) where he has connived at the fraud which has led to the creation of the subsequent equitable incumbrance without notice of his mortgage, of which connivance the omission to use ordinary care in obtaining or keeping the title-deeds may be evidence; and (2) where he has empowered the mortgagor to raise money and the mortgagor has exceeded his authority: Perry Herrick v. Attwood (6 W. R. 204, 2 De G. & J. 21). In the present case ROMER, J., considered that the debenture-holders had brought themselves under the second head; they had left the title-deeds in the possession of the company for the purpose of enabling it to deal with the property, and would have had to suffer for the unauthorized dealing by the company, even if they had been legal mortgagees. A fortiori, then, when they were only equitable incumbrancers. While, if this view was incorrect, ROMER, J., said they would at any rate have to suffer for negligently leaving the deeds in the possession of the company. STONE'S JUSTICES' MANUAL; BEING THE YEARLY JUSTICES' PRAC TICE FOR 1898. A GUIDE TO THE ORDINARY DUTIES OF A improvement. We would suggest, for instance, as the outcome of article 134 that the title "Surety" should be added to the index. A very large number of authorities are referred to in the Table of Cases, which gives a complete set of references to the various reports, though the date of each decision is neither mentioned there nor in the text, which is matter for regret. Owing, we suppose, to the date of the publication of the work, such cases as St. Asaph v. Llanrhaiadr-yn-Mochnant, Overseers of (1897, 1 Q. B. 511 C. A.), Reg. v. London, Justices of (45 W. R. 247; 1897, 1 Q. B. 433), and Lambeth Overseers v. London County Council (46 W. R. 79), are not amongst the cases cited, though we are glad to notice that reference is made to the very recent cases of Middlesex County Council v. St. George's Union (44 W. R. 666; 1897, 1 Q. B. 64), and Lancaster Commissioners v. Barrow-in-Furness (1897, 1 Q. B. 166). The text of the work is immediately preceded by a Table of Statutes set out in the appendix, and of those merely referred to. and considerably more than half a century has elapsed since the first edition was published. It is hardly necessary to say more in recommendation of any work concerning which such a statement can be made. Indeed there can scarcely be an active magistrate in the country, and there certainly cannot be a justice's clerk, to whom "Stone" is not almost indispensable. As we said when noticing the twenty-ninth edition, we think that the interest of London practitioners might be consulted, by dealing more fully with the law relating exclusively to the metropolis; but within its professed limits, which do not include this part of the law, this book attains a very high degree of excellence and is extremely accurate and trustworthy. The editor expresses a hope in the preface (which we think is likely to be fully realised) that the book will be found as useful and reliable now that it has become an "annual," as it has been for so long when it was merely a "manual." Certainly the present volume loses nothing when compared with its predecessors. The Acts of Parliament of 1897 which relate to the duties of justices are not very numerous, neither are there many of great importance. They are, however, all carefully dealt with in this edition. One THE RATING OF MINES AND QUARRIES; BEING A SHORT PRACTICAL short Act, the Volunteer Act, 1897, which was passed to remove the difficulty found in the case of Reg. v. Lewis (1896, 1 Q. B. 665), is correctly noted in the text but is omitted from the list of statutes. The editor calls special attention to the Infant Life Protection Act, 1897, which creates a number of new offences with the object of putting a stop to the cruelty to children which is so often brought to light in connection with "baby farms." This is certainly the most important of the new Acts noticed in this volume. The decisions of the courts, reported up to the end of last year, which touch on the subject-matter of the book, seem to be carefully noticed. Probably one of the most important of these is Boulter v. The Justices of Kent (46 W. R. 114; 1897, A. C. 556) in which the House of Lords decided that justices at a licensing meeting are not a court of summary jurisdiction, and that, consequently, appeals from the decisions of such justices are not regulated by the provisions of the Summary Jurisdiction Act, 1879. RATING. A CODE OF THE LAW OF RATING AND PROCEDURE ON APPEAL, WITH AGRICULTURAL RATES ACT, 1896), FULLY ANNOTATED, AND SPECIMENS OF VALUATIONS MADE FOR THE PURPOSES OF RATING. By SYLVAIN MAYER, Barrister-at-Law. Waterlow & Sons (Limited). In no branch of law is a code more needed or likely to prove more useful than in that devoted to the thorny and difficult subject of Rating. The very title, therefore, of this work constitutes, in itself, a recommendation to the reader, who, moreover, will find, on consulting its pages, that the favourable impression first produced is fully justified. The whole work is divided into two parts, of which the first is entitled a "Code of the Law of Rating," while the second consists of an appendix of statutes relating to rating. In this connection it should be stated that the table of contents makes no mention of Part II. in referring to the appendix, so that the reader, unless he has read the preface, does not really know of what Part II. consists, or whether there is more than one part, until he turns to p. 285, when he finds what is, in itself, somewhat unusualnamely, Part II. described as an appendix. This, however, is a very small blemish, and might, we think, with advantage, be obviated in a future edition by suppressing the word "appendix" altogether. As regards Part I. it comprises ten titles, each of which is subdivided into articles. Without setting out the names of the various titles, it may be mentioned that Title I. deals with rating generally (the principles therein laid down applying to every description of property, whatever may be the subject-matter thereof), Titles II.-IX. with particular kinds of rateable property, and Title X. with procedure on appeal against a rate, considered under two sections, the first of which relates to appeals outside the metropolis, and the second to appeals inside it. This last-named title ought to be much appreciated by the profession and public on account of its practical value. It indicates every step that should be taken by an appellant, from the notice of objection to the Assessment Committee until the appeal finally reaches the High Court. AN APPENDIX CONTAINING ALL THE STATUTES (INCLUDING THE So much for Part I. As regards Part II., it sets out all the statutes (some 27 in number) relating to rating, commencing with 43 Eliz. c. 2 (an Act for the relief of the poor) and ending with 59 & 60 Vict. c. 16 (Agricultural Rates Act, 1896), and refers, in the notes, to many more. Each section of every statute set out is carefully annotated with the cases that have arisen under it, while at the end of the appendix will be found some specimens of Valuations of Railway, Dock, Gas, Electric Light, and Water Companies, which, it is suggested, may with advantage be compared with the various articles of Part. I., so as to realize, at a glance, how the principles of rating, which have been laid down, work out in practice. The index, at the end of the volume, occupies nearly fifty pages, and seems sufficient for all practical purposes, though, like most indexes, capable of TREATISE ON THE LAW OF RATING GENERALLY, AND IN ITS The moderate dimensions of this work, which comprises less than fifty pages of text, obviously prevents its being a very comprehensive treatise on the subjects to which it is devoted. It is, however, a meritorious effort at condensation, which we hope will meet with the encouragement it deserves. The work is divided into two sections. Of these, the former is concerned with "The Poor Rate," while the latter comprises Taxes; also Rates other than the Poor Rate." The principles of law applicable to the rating and taxation of mines, iron works, and quarries are accurately stated, together with rules for the assessment and valuation of rateable properties. Apt instances and illustrations of the propositions set forth in the text are given when necessary, and though these refer almost exclusively to special kinds of rateable property, it is believed that they will be found to be readily adaptable to all other rateable properties, inauthor, reference may be made to p. 30, et seq., where the cluding plant and machinery. In proof of the care displayed by the differences between a mine and a quarry are indicated. A table of cases, giving their dates and also references to all the reports, precedes the text, which is followed by an index of fifteen pages, containing a number of suggestive titles. BOOKS RECEIVED. Powell's Principles and Practice of the Law of Evidence. Seventh Edition. By JOHN CUTLER, B.A., Q.C., and CHARLES F. CAGNEY, B.A., Barrister-at-Law. Butterworth & Co. A Manual of Common Law for Practitioners and Students, com- the English Law on the Subject, the Outlines of the Roman The Universal Tutorial Series; London LL.B. Examination "A Churchman," writing to us with regard to the Temple Church Lenten Services, says: "It is pleasing to know that after a long interval of about twenty years or more the benchers have been induced to allow a service every Friday at 5.30. The late Dean Vaughan, when Master of the Temple, used to give lectures in Lent to the general public at eight o'clock on Fridays, and which were largely attended. Why Canon Ainger has never had any service except on Sundays must be Before Dean Vaughan's time I recollect when morning prayer was said beyond the comprehension of many Churchmen in the legal profession. daily at 9.15, and I well rec. llect a solicitor in the Temple of large practice who travelled every morning from Weybridge, went to his office, opened all the letters, and then started for that service. It is quite true the same gentleman did not burn the candle at both ends, for he might be seen at 3.30 starting for Waterloo Station." CASES OF THE WEEK. Court of Appeal. KAYE v. CROYDON TRAMWAYS CO. No. 2. 9th and 23rd Feb. LIMITED COMPANY-SALE OF UNDERTAKING TO NEW COMPANY-BONUS TO DIRECTORS ULTRA VIRES-NOTICE OF PURPOSE OF EXTRAORDINARY GENERAL MEETING-COMPANIES CLAUSES ACT, 1845 (8 VICT. c. 16), ss 71, 85, 86. This was an appeal of the defendant company from a decision of Kekewich, J., and raised several questions of general importance in company law. The action was brought by the plaintiff, a shareholder of the defendant company, on behalf of himself and all other shareholders in the company, to restrain the directors from carrying out a provisional agreement for the sale of the company's undertaking and assets to the British Electric Traction Co. The agreement made between the two companies provided for the sale of the undertaking, and continued as follows: Clause 2. "In consideration of the said sale the Traction Co. shall, on the completion thereof, pay to the Tramways Co. the sum of £30,543. The Traction Co. shall also pay the sum of £500 to each of the present directors other than Mr. W. J. Carruthers Wain, to whom the sum of £1,250 shall be paid, and £500 to the secretary of the Tramways Co. as compensation for loss of office." Clause 6 provided as follows: "This agreement and all the provisions hereof are conditional upon the same being adopted by the shareholders of the Tramways Co., and in case of non-adoption it shall be lawful for the Traction Co., by notice in writing to the Tramways Co., to determine this agreement." On the 26th of November, 1897, the Tramways Co. gave notice of an extraordinary general meeting of the shareholders to be held on the 14th of December, at twelve noon," for the purpose of considering, and, if thought advisable, of approving the terms of an agreement to be made between the Croydon Tramways Co. of the one part, and the British Electric Traction Co. (Limited) of the other part, being an agreement for sale of the undertaking and assets of the Croydon Tramways Co. to the British Electric Traction Co. (Limited)." On the 1st of December, a circular was issued to the shareholders, stating that the sale to the Traction Co. would be at a price sufficient to pay off the preference capital at par and return 60 per cent. to the holders of the ordinary stock. The circular also stated: "The Traction Co., in addition, assume the responsibility for the debentures and other liabilities of the company, and as they are desirous of having the management in their own hands the directors and secretary have agreed to retire on being paid a lump sum as compensation for their loss of office." A form of proxy was also enclosed in the circular. At the extraordinary general meeting the plaintiff opposed the confirmation of the provisional agreement; nevertheless it was confirmed by a very large majority. The plaintiff thereupon commenced his action, alleging that the provision to pay a lump sum to the officers of the company was ultra vires, and that the meeting was not duly summoned, on the ground that the notice of the meeting and the circular did not sufficiently disclose the real terms of the agreement which were to be considered. This latter question depended upon the construction of section 71 of the Companies Clauses Act, 1845, which Act was incorporated in the Tramways Companies Act. Section 71 is as follows: "Fourteen days' public notice at the least of all meetings, whether ordinary or extraordinary, shall be given by advertisement, which shall specify the place, the day, and the hour of meeting; and every notice of an extraordinary meeting, or of an ordinary meeting, if any other business than the business hereby, or by the special Act appointed for ordinary meetings is to be done thereat, shall specify the purpose for which the meeting is called." On motion for an injunction to restrain the directors from carrying out the terms of the provisional agreement, Kekewich, J., granted the injunction, being of opinion that the notice of the meeting was insufficient to satisfy the statute, and that a majority of the meeting could not, as against a dissentient shareholder, bind him to an agreement by which a large sum of money wouid pass into the hands of the officers of the company and confer no benefit on the shareholders of the company. The Tramways Co. appealed, and after the appeal had been argued the court expressed an opinion that they could not do justice to the plaintiff in the absence of the purchasing company. The case stood over, therefore, for the writ to be amended by adding the Traction Co. as defendants, and for them to be served with notice of motion before the Court of Appeal. THE COURT (LINDLEY, M.R., and RIGBY and VAUGHAN WILLIAMS, L.JJ.) allowed the appeal. 86 of the Companies Clauses Act, 1845, to shew that it must be invalid. That would be putting upon section 85 a construction which has never been put upon it during the last fifty years. To say that a contract between two companies is invalid because the directors of one of them are interested in it is not true. In this I differ from Kekewich, J. The next point i, that there was no contract at all. The difficult question is, Dɔes this notice (which his lordship read) specify the purposes for which the meeting was convened? To my mind this notice was most artfully and carefully prepared. It was a tricky notice; the intention was to conceal from the shareholders the fact that a large portion of the purchase-money was going into the pockets of the directors. All that the Act of Parliament requires must be done, but it must be done fairly. It follows that although the contract is one which the company can lawfully adopt it is not one which is binding on absent shareholders. The order will be: Discharge the order of Kekewich, J., and restrain the company from carrying the agreement into effect until sanctioned by the shareholders of the Tramways Co. at a meeting duly convened for that purpose. The costs of the original plaintiff and defendants to be costs in the action, and the Traction Co., added as defendants, to have their costs. LINDLEY, M.R.-This is an extremely important case, and one or two questions of general importance are raised. Kekewich, J., has restrained the carrying out of the agreement until the judgment in the action on the ground that the agreement is ultra vires—that is, that one shareholder can restrain the sale. The subordinate question is, Has Kekewich, J., gone too far in this? It is not yet a confirmed agreement, and the question turns ultimately on the sufficiency of the statutory notice. It is quite obvious that the clause providing for remuneration to be paid to the directors is, to say the least of it, a very unusual clause. It is to be paid to them as compensation for loss of office. One would not think it was that merely from reading it. It is said to be an illegal agreement and such a one that no company can enter into even if the shareholders wish it. I am not prepared to go that length, and there is no proposition of law to that effect. I am not prepared to say that the shareholders cannot do it. Southall v. British Mutual Life Assurance Society (19 W. R. 236, L. R. 11 Eq. 65, and on appeal 19 W. R. 865, L. R. 6 Ch. App. 614) is the nearest case to this. Mr. Bramwell Davis based his argument on sections 85 and ultra vires-that is, it is not a contract which the company has no power RIGBY, L.J.-I am of the same opinion. First of all this contract is not to carry into effect. It would be monstrous to hold that a condition of this sort would make a contract ultra vires. I will say nothing about Southall v. British Mutual Assurance Society (ubi supra) except that that question was clearly raised before the Master of the Rolls and the Court of Appeal; and remembering that ultra vires is not a question of comparison, but a question of legality or otherwise, we find the question here is whether the company has a legal capacity to enter into the contract. It seems to holders the company in general meeting approves, may be a very proper me that this is an agreement of which, if upon proper notice to the share. agreement; but on the question whether there has been sufficient notice remember that there was no contract at any time and is not now any to the shareholders and sufficient approval at a general meeting, we must contract in which any director has any interest at all. As to the question of notice; if it can be said that the purpose of the meeting is shewn in the advertisement we have no right to require anything more; but the several purposes then the notice is not sufficient; if there was one purpose question arises, Was the purpose of this meeting disclosed? If there were it was not indicated. I cannot think that the notice actually given was either literally or in spirit within the meaning of section 71. It must give at any rate a fair and candid and reasonable explanation of the purpose or purposes for which the meeting is to be held. This was far from being a candid circular. allowed.-COUNSEL, Cripps, Q.C., Warrington, Q.C., and Rowden; BramVAUGHAN WILLIAMS, L.J., gave judgment to the same effect. Appeal well Davis, Q C., and J. Bradford; Buckley, Q.C., and Stewart Smith. SOLICITORS, Hugh C. Godfray; Walter Webb & Co; Sydney Morse. [Reported by W. SHALLCROSS GODDARD, Barrister-at-Law.] Re RIDLEY, RIDLEY v. VAUGHAN. No. 2. 5th and 17th Feb. WILL-CONSTRUCTION-ADDITIONAL OR SUBSTITUTIONAL GIFT-CHILDREN or CHILD WHO "SHALL DIE" IN LIFETIME OF TESTATRIX. September, 1893, Jane Ridley appointed her sons, James Cartmell Ridley Appeal from a decision of North, J. By her will, dated the 22nd of and Samuel John Ridley, executors and trustees thereof, and after a pecuniary legacy to each of them as executor, fand specific bequests to them and each of her other children then living and to her granddaughter Phoebe Frances Stoney, and certain pecuniary bequests, including a bequest of £500 to the trustees upon trusts in favour of Phoebe Frances Stoney, she devised and bequeathed all the residue of her estate real and my children in equal shares absolutely; provided always that if any child personal unto her executors " upon trust to divide the same among all vive me, and, being a son or sons, shall attain the age of twenty-one years, of mine shall die in my lifetime leaving a child or children who shall suror, being a daughter or daughters, shall attain that age or marry under that age, then, and in every such case, the last-mentioned child or children shall take (and if more than one equally between them) the share which his, her, or their parent would have taken of and in the residuary trust funds if such parent had survived me." The testatrix died on the 15th of March, 1894, and her will was proved by the executors on the 7th of June, 1894. At the date of her will and at the time of her death the testatrix had six children living; she had had two other children, both of whom were dead at the date of her will-namely, Charles Joseph Ridley, who had died a bachelor, and Sarah Agnes Stoney, the mother of the above-named Phoebe Frances Stoney, who was born in 1886. On the division of the estate the question arose whether Phoebe Frauces Stoney, if she lived to attain the age of twenty-one years or married, would be entitled to share in the residuary real and personal estate of the testatrix. North, J., in chambers, held that the grandchild was entitled to share in the residue. The defendants, the beneficiaries other than Phoebe Frances Stoney, appealed. THE COURT (LINDLEY, M.R., and RIGBY and VAUGHAN WILLIAMS, L.JJ.) allowed the appeal. LINDLEY, M.R.-The case has been extremely ingeniously argued by Mr. Younger. After all, this is an attempt to force us by authority to defeat the obvious intention of the testatrix. [His lordship stated the terms of the will, and continued:] She has provided for her only orphan grandchild. She provides for her children in clause 5 of her will, and not for children who are dead. She meant children then living, and that is the line which separates this case from Loring v. Thomas (9 W. R. 919, 1 Drew. & Sm. 497). The appeal must be allowed. RIGBY, L.J.-I am of the same opinion. I have not a word to say against the decision in Loring v. Thomas (ubi supra), but in recent times judges have set their faces against canons of construction which make rules applicable to words used with one set of facts applicable also to the same words used with a different set of facts. The Vice-Chancellor, in Loring v. Thomas (ubi supra), said, though the meaning of the words "shall die " was undoubted, yet it was flexible. Here the testatrix was dealing with the immediate members of her family, only those of her children who were still living. VAUGHAN WILLIAMS, L.J.-I concur in this decision with considerable satisfaction, because Mr. Younger has argued that, having regard to Loring v. Thomas (ubi supra) and other cases, the court has no choice but to put the construction on these words which he was arguing-that is, he put it to us that the case referred to laid down a canon of construction of these words of universal application wherever these words occurred. The tendency of modern decision has always been to refuse to lay down any general rule. On this particular will I have arrived at the same conclusion as the other members of the court. Appeal allowed.-COUNSEL, R. H. Forster; Younger. SOLICITORS, Crossman, Prichard, & Co., for Dees & Thompson, Newcastle-on-Tyne. [Reported by W. SHALLCROSS GODDARD, Barrister-at-Law.] High Court-Chancery Division. Re VERNEY'S SETTLED ESTATES. Kekewich, J. 18th Feb. SETTLED LAND-APPLICATION OF CAPITAL MONEY-IMPROVEMENT RENTCHARGES-REDUCTION OF INTEREst-Redemption OF CHARGES-REPAYMENT TO TENANT FOR LIFE-SETTLED LAND ACT, 1887, s. 1 out of his own moneys. had now come into the hands of the trustees. This was a summons Money for the improvement of certain settled estates in Buckinghamshire was raised by loan from a land improvement company and charged upon the land by the Inclosure Commissioners in the form of terminable annuities under the Improvement of Land Act, 1864. In 1896 Sir Edmund Hope Verney, the tenant for life in possession, in order to obtain a reduction of interest on the charges from 4 to 3 per cent., obtained a transfer of the charges to the Clerical, Medical, and General Insurance Co. For this he paid to the original holders the sum of £915 On the 20th of December, 1897, Sir Edmuud gave notice to the trustees of the settlement requiring them to repay him the sum of £915 out of capital moneys belonging to the settlement which taken out by Sir Edmund, which raised the question (inter alia) whether the trustees would be justified in recouping him the £915 under the provisions of the Settled Land Act, 1887, s. 1, which provides that Where any improvement of a kind authorized by the Act of 1882 has been made and a rent-charge has been created in pursuance of any Act of Parliament with the object of paying off any moneys advanced for the purpose of defraying the expenses of such improvement, any capital money expended in redeeming such rent-charge or otherwise providing for the payment thereof, shall be deemed to be applied in payment for an improvement authorized by the Act of 1882." KEKEWICH, J.-This reduction of interest was no doubt a great advantage to the tenant for life and also to his successors if they succeed him while these rent-charges still remain. In order to get it he has had to pay £915 out of his own moneys, and he wants it repaid to him out of capital money in the hands of the trustees. The question is, What is he entitled to under the Settled Land Act, 1887, s. 1? Under that section he is entitled to have the capital money 66 expended in redeeming" these rent-charges. Well, this is not a case of actually redeeming them. Redemption is the paying off of principal, interest, and costs. Is it, then, capital money expended "in otherwise providing for the payment thereof." I do not think that points towards recouping a tenant for life payments which he has made out of his own moneys. This is a voluntary payment for reduction of interest made by the tenant for life partly for his own benefit. I think, therefore, it would be wrong to allow the trustees to recoup the tenant for life this payment out of the capital money in their hands.-COUNSEL, Warrington, Q.C., and W. C. Druce; W. H. Coltman. SOLICITORS, Twisden & Co., for Hearn & Hearn, Buckingham; Western & Sons. [Reported by C. C. HENSLEY, Barrister-at-Law.] Re MAYNARD'S (LIM.) Kekewich, J. 25th Feb. COMPANY-SHARES ISSUED AS FULLY PAID-SUPPLEMENTAL CONTRACT STATEMENT OF CONSIDERATION-PARTICULARITY-SUFFICIENCY-COMPANIES ACT, 1867 (30 & 31 VICT. c. 131), s. 25. This was a motion by Mr. Charles Riley Maynard for the rectification of the register of Maynard's (Limited), in respect of certain shares which had been allotted to him as fully paid up in pursuance of a contract filed under section 25 of the Companies Act, 1867. In consequence of the recent decision of the Court of Appeal in Re Kharaskhoma Exploring and Prospecting Syndicate (46 W. R. 37; 1897, 2 Ch. 451) doubts had arisen concerning the sufficiency of the contract which had been filed, and the applicant had taken the present proceedings in order to obtain the opinion of the court. The facts were as follows: By an agreement dated the 14th of March, 1896, the applicant had agreed to sell, and the company had agreed to purchase, at the price of £40,000, the businesses and property specified in the first part of the schedule thereto and the leasehold premises specified in the second part of the said schedule. The £40,000 was to be paid and satisfied partly in cash, partly in fully-paid shares. On the 13th of March, 1896, that contract was adopted by the company, and a supplemental agreement for the issue of the fully-paid shares was filed under section 25 of the Companies Act, 1867. This agreement contained a recital of the principal agreement, setting forth the parties to it and the nature and extent of the consideration to be paid in cash and fully-paid shares, but only referring to the subject-matter of the sale as "the businesses and property mentioned in the first part of the schedule" to the principal agreement, and "the leasehold hereditaments, short particulars of which are set out in the second part " of the said schedule. No further description of the property or premises was given. The question which the court had to determine was whether or not the filed agreement contained a sufficient statement of the consideration for which the fully-paid shares were to be issued. Counsel for the company did not argue the point, but stated that the company was willing to submit to such order as his lordship should deem proper. a contract. says: He is to KEKEWICH, J., after stating that, although the absence of any argument on the part of the company placed him at a serious disadvantage, yet he preferred to decide the question of sufficiency rather than content himself with making an order rectifying the register on the grounds that a reasonable doubt existed, continued as follows: The question is, Is this a sufficient contract within section 25 of the Companies Act, 1867? the objection being that the consideration for the issue of these fully-paid shares is not sufficiently stated. Now, it may be said that this is not a contract at all, and in one sense it is not, for it is not an original but only a confirmatory contract. There is, however, no doubt that a short confirmatory contract is sufficient for the purposes of the Act, and it is convenient and advantageous that it should be so. Whether you call it a confirmatory contract, or whatever you call it, it must have all the elements of a contract; that is how I understand the decision in the Kharaskhoma case. For the present purpose Chitty, L.J., puts the matter more plainly than the other lords justices, he says: "Now, what is the object of the section? Publicity; to give information by registering the contract to any person who proposes to deal with the company either by way of becoming a shareholder, or lending money or the like. To find the contract. He goes to the go to the register to find-what? register in this case, but he does not find the contract; he finds part-half as it were-of the contract. He has no right to see the unregistered part —that is, the document of the 17th of August, and he would be at the mercy of the company whether they shewed it or not." You must, therefore, shew the essentials of a contract; you have not got a contract if you omit the name of the vendor, or the name of the purchaser, or a description of the thing to be purchased, or the price to be paid for it. You must have all these four essentials-the vendor, the purchaser, the price, and the thing for which the price is given, or else you have not got Now, in the present case you have got the first three, but have you got the property for which these shares are to be allotted? Before deciding that question I shall refer to what Chitty, L.J., says about the particularity with which the consideration must be stated; he "This judgment of ours will not in any way affect the question with what degree of particularity the consideration must be stated in the contract. If the consideration is, for instance, a concession in South Africa, the person who reads the registered document will see that it is a concession in South Africa and will form his own opinion about it. So if it is furniture supplied to an hotel company, he may be able to go at once and see what that furniture is, or he may not, because after a lapse of time the furniture may be worn out. Again, if it is the sale of a goodwill and stock-in-trade, the consideration stated being the goodwill and the stock-in-trade, he sees the nature of the consideration and he sees it stated." I do not take it that the lord justice meant to say that a reference to a concession in South Africa without more would be sufficient, and in his subsequent examples I take it that the lord justice is speaking of the furniture in a particular hotel, or the goodwill of a particular business referred to in the contract. Now turn to the recitals in the supplemental contract in the present case, What have you? There is a recital that the vendor has agreed to sell, and the company to purchase, the businesses and property mentioned in the schedule to the principal contract. There is no mention even of the situation of the property. Then again, the leaseholds are only referred to in the recital as being the leaseholds specified in the schedule to the principal contract. Any person who read this supplemental contract would not know whether there was one leasehold house or fifty houses, or whether there was ground-rent or rack-rent payable in respect of them, or in fact anything at all about them. It seems to me idle to say that the property is properly described by reference to the contents of a schedule which is not part of the document itself and which you cannot find out. Chitty, L J., said in his judgment that there must be some particularity of description, but he did not say what degree of particularity was neces sary; but here there is no particularity whatever, and I therefore do not think this is a good contract within the section of the Act. Now, that being so, the register must be rectified, and on this point there is in Mr. Chadwyck Healey's book a reference to a case which I have followed for years. In a case like the present it seems to me that the court must only rectify the register by striking off the applicant's name, for he has been put on the register for so many shares not fully paid up, which, of course, was not the contract. It has been suggested that the order should direct that after the applicant's name has been cancelled a new and sufficient agreement should be executed and filed and new shares issued and delivered to the applicant. It does not seem to me to be a proper form of order to direct that on something being done which has not yet been done the register should be rectified. I think that what Mr. Chadwyck Healey says in reference to the course adopted in the Court of Appeal in the case of Re The New Eberhardt Co. (38 W. R. 97, 43 Ch. D. 118), which is unreported on this point, is right, and that the only order which the court should make is an order directing the applicant's name to be struck off the register.-COUNSEL, Warrington, Q.C., and Whinney; W. E. Vernon; A. R. Kirby. SOLICITORS, Rawlings & Butt; Vernon, Son, & difficulty of working out appeals against such rates would be almost Stephens; Harris, Wilkinson, & Raikes. [Reported by R. J. A. MORRISON, Barrister-at-Law.] High Court-Queen's Bench Division. DRAINAGE RATES GENERAL AND SPECIAL RATES-DRAINAGE BOARD- insuperable, and I can hardly think that any such principle has been laid DARLING, J., concurred.-COUNSEL, Foote, Q.C., and Garland; R. 25th Feb. SUPPLY ARTICLE FOR ANALYSIS-AUTHORITY OF CONSTABLE-LIABILITY OF SHOPKEEPER FOR REFUSAL BY MANAGER-SALE OF FOOD AND DRUGS ACT, 1875 (38 & 39 VICT. c. 63), ss. 13 AND 17. FOOD AND DRUGS-ADULTERATION-REFUSAL TO Case stated by the court of quarter sessions for the county of Somerset in the matter of an appeal against a special rate and of an appeal against a general rate made by the Langport District Drainage Bcard on the 10th of March, 1896. The rates were required for the purposes of and pursuant to the Somersetshire Drainage Act, 1877 (40 & 41 Vict. c. xxxvi.). It was arranged that the two appeals should be heard together, as the facts and principle involved were, so far as is material, identical. The quarter sessions quashed the rates. The appellant Knight is the owner and occupier of a certain house and shop in the town and parish of Langport, within the jurisdiction of the Langport Drainage Board and of the Somersetshire Drainage Commissioners; and it is in respect of such property that the rates appealed against were imposed. The respondents are a district drainage board constituted for the Langport district, and this district with certain other districts include and comprise the whole of the lands within the jurisdiction of the Somersetshire Drainage Commissioners, who, together with the boards of the districts, constitute the drainage authority under the Act. In addition to the powers vested in the commissioners and district boards under the Act, and except as expressly varied thereby, there are-by section 140 of the Act-vested in such commissioners and district boards all powers conferred on commissioners of sewers by Act of Parliament, law, or custom. The rates were expressed to be made under the provisions of the Act, and were duly confirmed. One of such rates consists of a special rate, and the other of a general rate. The special rates are leviable by the commissioners and district boards for the purpose of defraying the expenses of any improvements in existing work or the construction of new works, and form a tax upon owners. All the other rates leviable are general FARLEY (Appellant) v. HIGGINBOTHAM (Respondent). Div. Court. rates and form a tax upon occupiers. The expenses in which the two rates were made were lawfully incurred by the commissioners and the Langport district board in respect of the drainage of the Langport district, and the aforesaid property of the appellant comes within the area deriving benefit, and is, therefore, lawfully rateable. The appellant objected to the rates on the ground that instead of his property being rated equally with all other rateable property within the district the respondents had levied a differential rate and had rated the appellant at a higher rate in proportion to the greater benefit received by such property. The principle adopted by the Langport District Board in the mode of levying their special and general rates made in pursuance of the Act, was as follows: The net annual value of the property as assessed to the poor rate was taken as the basis of the value of the various properties for the purpose of apportioning the drainage rates. The board divided the different rateable properties into three classes, which were relatively formed and arranged upon the principle of proportionate benefit received and danger avoided by the properties contained in each class by virtue of the Act, and a proportionate or differential rate is levied in each of such three classes; and the ratepayers are distributed into these three classes according to the quantum of supposed benefit received and danger avoided by each ratepayer. For the special rate the three.classes pay respectively 28., 18. 4d., and 8d. in the pound, and for the general rate, 1s., 8d., and 4d. The appellant's property was placed in class 1 as to both rates, and rated at the highest rate. The appellant contended that the respondents had acted contrary to law in adopting the above system of classification and differential rating, and alleged that the respondents had no power to levy any rate other than an equal rate upon all the property benefited by the Act, and that if the district were divided individual ratepayers in the same area could not be placed in the different classes because of the supposed different quantum of benefit received. The respondents contended that the principle of classification and proportionate or differential rating was lawful and in accordance with their powers. The court of quarter sessions being of opinion that in thus classifying the different properties within their district and levying a proportionate rate the respondents had acted contrary to law, quashed the two rates, subject to a case for the opinion of the court. The question now was whether the principle of proportionate or differential rating, according to the supposed benefit received or danger avoided, was lawful and in accordance with the powers of the board. The following cases, amongst others, were referred to: Bow v. Smith (9 Mod. 94), Rex v. Commissioners of Sewers for the Tower Hamlets (9 B. & C. 517) Soady v. Wilson (3 A. & E. 248), Metropolitan Board of Works v. The Vauxhall Bridge Co. (5 W. R. 711, 7 E. & B. 964), Reg. v. Head and the Metropolitan Board of Works (11 W. R. 339, 3 B. & S. 419), Pew v. Metropolitan Board of Works (13 W. R. 580, 34 L. J. M. C. 97), Griffiths v. Longdon and Eldersfield Drainage Board (19 W. R. 1162, L. R. 6 Q. B. 738. THE COURT (WRIGHT and DARLING, JJ.) dismissed the appeal of the drainage board. WRIGHT, J.-It seems to me that the proposition for which Mr. Foote, on behalf of the drainage board, contended, would, if well founded in law, have been found in authorities decided a long time ago; but there are no such authorities. If such a contention were to prevail the Case stated by justices of the peace. At a petty sessions holden on the 30th day of October, 1897, at Newton le Willows, in the county of Lancaster, an information was preferred by John Higginbotham (the respondent) against the appellant, under section 17 of the 38 & 39 Vict. c. 63 (the Sale of Food and Drugs Act, 1875), charging the appellant with having had, on the 13th of October, 1897, on sale by retail in his shop at Newton le Willows, a certain article of food-to wit, coffee; and that one James Duncan, a constable in that behalf duly authorized and appointed, applied to the appellant to purchase from him the said article of food and tendered to him the price for one half-pound of coffee, which Duncan required for analysis, and that the appellant unlawfully refused to sell the same to the constable. The justices heard and determined this information and convicted the appellant, imposing a fine of £3 and costs. The facts were these: On the 13th of October, 1897, Police-constable Duncan, then not an officer duly appointed under the Sale of Food and Drugs Act, in obedience to verbal instructions from the respondent, who is an officer duly appointed under the Food and Drugs Act, visited the provision shop, the proprietor of which was and still is the appellant. He demanded from one of the assistants halfa-pound of coffee, and after some conversation as to the price he eventually purchased, in the presence of another assistant, half-a-pound of coffee at 1s. 63., for which he tendered in payment 28., and received in return 1s. 3d. change. At this time another policeconstable, who was not an officer appointed under the Act, entered the shop and Duncan informed him of the purchase he had made. This constable then read over the usual caution in the presence of the two assistants and of the manager, who had come in at this time, and he stated that the coffee had been purchased for analysis. The coffee was then divided into three parts, and as the constable was writing out the labels the manager suddenly got hold of the pots containing the coffee and threw the contents over the floor. Duncan informed the manager that the coffee had been bought and paid for by him and was therefore bis property, and demanded one half-pound of the same sort to replace it (at the time pointing to a tin where the first half-pound had come from). The manager refused to supply the same, or to let either of the assistants do so. The manager offered to return the money Duncan had paid, but Duncan refused to take it. No second tender of money was made by Duncan. It was admitted that neither the appellant nor the respondent was present in the shop at the time the purchase was made by Duncan, or subsequently when the manager refused to supply a similar quantity on demand by Duncan. The appellant had given express instructions in writing to the manager that all coffee must be sold as coffee and chicory except in the case of pure coffee at 1s. 8d. per lb., and that whenever a customer asked for coffee the manager should tell him it was coffee and chicory, except in the case of pure coffee at 1s. 8d. per lb. The questions for the opinion of the court were: (1) Whether the respondent could authorize the constable to act in bis absence in accordance with section 13 |
