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action for breach of contract the Court held that the risk of the goods being seized as contraband by Chinese warvessels amounted to a “ restraint of princes,” and justified the step taken by the master. “The analogy of a restraint “ by a blockade or an embargo,” said Mathew, J., “ seems "to me sufficiently close. The warships of the Chinese “Government were in such a position as to render the “ sailing of the steamer with contraband of war on board a “matter of great danger, though she might have got away "safely.” The present case may be compared with the familiar decisions in The Teutonic, L.R. 4 C.P. 171, and Geipel v. Smith, L.R.7 Q.B. 404. See Halleck's International Law, vol. ii., p. 200.

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Private International Law.

Foreign Bankrupt. A curious point arose in In ve Clark; ex parte Beyer Peacock & Co. (Limited), Times' L.R. XII., p. 625. A debtor was a foreigner resident abroad when a bankruptcy notice was issued, but while on a visit to England for a few days was served with the notice. He applied to set the notice aside on the ground that he had not within the preceding twelve months ordinarily resided, or had a dwelling-house or place of business in England, and was not therefore subject to the Bankruptcy Law. The Court of Appeal held that, even assuming this to be the case, there was nothing to make the notice invalid, whatever might be the validity of a future petition or other proceedings.

The Lex Fori as Governing Procedure. Romer, J., in In re Doetch; Matheson v. Ludwig, 1896, W.N., p. 82, followed Bullock v. Caird, L.R. 10 Q.B. 276, and thus confirmed the rule laid down by Westlake in his

Private International Law, § 347, that “when, by the proper Law of a contract made with an unincorporated firm, each partner in that firm may be liable on it in solidum by some mode of procedure or other, the lex fori “ determines whether any partner may be sued individually “ before the others have been sued.”

The recent case was one in which the plaintiffs were creditors of a firm in which the partners were S. and D. carrying on business in Spain. D. died in England leaving property here, and appointing executors resident here. The plaintiffs and other joint creditors of the firm claimed administration of D.'s estate and payment thereout of the joint debts of the firm. It was pleaded in the defence that the rights of the plaintiffs were governed by the law of Spain, under which the joint creditors were not entitled to payment out of the separate estate of a deceased partner until they had exhausted the property of the firm. The Court held that the defence was bad, as the plea simply stated a matter of procedure which was a question determinable by the lex fori. Dicey, in his new work on The Conflict of Laws, does not appear to specifically deal with this point. The principle, however, practically results from his Rules 178 and 188. See particularly pp. 674, 675. Compare the case of Re Kloebe, 28 Ch. D. 175. .

John M. Gover.

VIII.-NOTES ON RECENT CASES (ENGLISH).

Company Votes. In Person or by Proxy ? AN interesting question in connection with company n matters is as to whether a proxy holder can vote for self and proxy on a show of hands. The general opinion is that holders of proxies ought certainly to be able to vote for the giver on a show of hands. In the case Re Horbury Bridge Coal, Iron, and Wagon Co. (11 Ch. D. 109), it was laid down that at a meeting the proper way of ascertaining the votes was by show of hands, and, inasmuch, as shareholders represented by proxy could not show their hands, therefore, proxies could not be counted when votes were taken by show of hands. This view seems, however, open to doubt. In Re Caloric Engine and Syren Fog Signals Co. (52 L.T.N.S. 846) it was held that on the show of hands each shareholder must count as one person, without regard to the number of proxies he has. In Re Bidwell Brothers (1893) i Ch. 603 it was considered, that at a meeting of the shareholders of a company, where the articles permitted voting by proxy, even though no poll was asked for, the chairman, in order to find out the number of votes given, must include the vote of each person who has named a proxy, not, however, according to the number of shares held by him, but as one vote. In the case of Ernest v. Loma Gold Mines, Limited (101 L.T. Journ. 327), the decision of Re Bidwell Brothers was not followed. For it was held that in voting by show of hands, proxies do not count. According to Reg. v. Government Stock Investment Co. (3 Q.B.D. 442) proxy holders cannot demand a poll. The holders of twenty shares can carry a resolution, notwithstanding the objection of the holders of 200 shares, unless at least five of those holders are present in person. Another case bearing on votes and proxies is Re Belcher's Patent Smoke Preventer Company, Limited (21 “ The Accountant," p. 1028), where it was held that proxies should be counted on a show of hands. In that case, it appeared that the directors had given notice of an extraordinary general meeting to pass a special resolution, and the question arose, which had to be decided by Mr. Justice Kekewich, was whether or not the resolution had been lawfully passed by the requisite majority of three-fourths. According to the Articles of Association, three persons present, either in person or by proxy, were to form a quorum at general meetings of the company. Here, only four persons were present, though the directors had proxies for nine other persons. It was contended for the directors that two members personally present and the nine proxies had voted for the resolution, as against two persons personally present who voted against it. On the other hand, it was argued that proxies could not be counted unless a poll was demanded. Mr. Justice Kekewich held that the chairman was entitled to record the votes, not only of those present in person, but also those present by proxy. These divergent decisions with regard to the question of proxies and votes can only be overcome by a proper clause being introduced into the Articles of Association of each company. Such contradictory judgments as these, though it must be assumed that there were some distinctive differences in each case for such divergent decisions to be given, remind one of the case of the sovereign and the shilling. One man had given another a sovereign under the impression that it was a shilling. The receiver, likewise, had the idea that it was a shilling, but subsequently finding out that it was a sovereign, spent it all. The question arose had there been larceny. A court of fourteen judges discussed the point, and the judgments curiously enough were alternately one in favour of the conviction, and the next against, with the result that seven were for and seven against the conviction. The prisoner had been sentenced by the lower court to hard labour, and as the views of the higher court were equally divided, the sentence stood.

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A Partnership Point. The meaning of sect. 2 of the Partnership Act, 1890 icontaining the repealed Bovill's Act), was discussed in the case of Re Young ; ex parte Lloyd Jones. There it was laid down that the receipt of a sum of money, payable contingently on profits, was a receipt of a share of profits sufficient to cause a primâ facie partnership between payer and payee. The point was whether the payment of a fixed weekly sum out of the profits of a business was equivalent to “receiving a share of the profits” within the meaning of the Partnership Act, 1890, so as to fix the fact that the person so receiving was a partner. According to an agreement between Young and Jones the latter was entitled to draw out of the profits of the business specified a weekly sum for such services and, at the end of a term of months, have the option of entering into partnership with Young. Jones paid into the banking account in his own name a sum of £500 to be treated as an advance of capital to the business, and this was to be used under the sole superintendence and control of Jones in defraying the trade business debts, and in discharging the current business liabilities during the continuance of the agreement, and he was to receive out of the profits of the business during the continuance of the agreement for the use of such loan a certain weekly sum. The option was never exercised, but the weekly payments were afterwards reduced. On the bankruptcy of Young his trustee rejected the proof of Jones for £663 on the ground of Jones being a partner, and Mr. Justice Vaughan Williams held that the rejection was

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