« PreviousContinue »
set-off they relied on? With respect to the first question the defendants eontended that they were accountahle to Demestre & Co. alone; tbat there was Do privity of contract between the plaintiffs and the defendant?, and tbat the plaintiffs had r o right to sue, unless in the name of Demestre & Co. In support of this contention reliance was placed on the 8panish law prevailing at Havannah, on the judgment of Lord Blackburn in Armstrong v. Stokes (L. K. 7 Q. B. 508), and on the decisions in The Elbinaer Aetien Gesellschaft v. Claye (L. R. 8 Q. B. 13), and The New Zealand Land Company v. Watson (29 W. B. 694, L. R. 7 Q. B. D. 374). The Spanish Code authorized an agent to act in his own name, relieved him from all obligation to disclose his principal, bound him as if he were the principal, and precluded the principal from enforcing the contract made by the agent, unless the Bgent bad first transferred his right of action to his principal. These rules, moreover, applied to cases in which the agent was known by the person dealing with him to have a principal, if the same of that principal was not disclosed. The defendants were aware of the Spanish law on this subject, and contended tbat tbey were entitled to treat Demestre & Co. as principals and owners of the cargo, and to ignore the plaintiffs altogether. The Spanish law appeared to the court to be a circumstance to be taken into account in considering the nature and extent of the authority given by the plaintiffs to Demestre A Co.; but the Spanish law was not, in the opinion of the court, material for any other purpose. The contraot between DemeBtre & Co. and the defendants was governed by English law, not Spanish, and the persons who could sue and be sued on tbat contraot in England must also be determined by our law, and not by the law of Spain. Ti e question to be considered was the nature and extent of Demestre & Co.'s authority, and the knowledge which the defendants had on that subject. The plaintiffs certainly authorized Demestre & Co. to ship the tobacco in question in their own names, and to consign it to the defendants for pale. The tobBcco was unquestionably tbe plaintiffs' property, and was to be sold on tbeir account, and waa to be insured for them as owners. DemeBtre & Co., were, in tbe opinion of tbe conrt, authorized to receive the proceeds, oi the Bale of the goods from the defendants in tbe event of a ■ale ; but tbe court could not adopt tbe defendants' contention tbat Demestre & Co. bad authority to deal with the goods as their own, nor did they in faot Bo deal with them. When tbe defendants received the telegrams from Demestre & Co., and effected a provisional insurance, they did not know to whom the cargo belonged, nor for whom it was to be insured. But, before the 18th of September, when the policy was really effected, the defendants knew that Demestre & Co. were acting for some third person, alluded to as tbe "inteieeado," both in shipping the goods and in ordering the insurance; and with this knowledge the defendants effeoted the insurance in tbeir own names, for the benefit of all persons interested. The provisional insurances were effected by unsigned slips in the nsual way; they were in law not binding en the underwriters, and it was impossible to treat the defendants as having effected the policies for their own benefit, or for the benefit of themselves and Demestre & Co., to the exclusion of the "interesado." The jury were quite right in finding that tbe defendants effected tbe insurances for the benefit of all concerned—i.e., as it turned out, for the benefit of the plaintiffs and of Demestre & Co. and of the defendants, according to their respective interests in the cargo. The plaintiffs being the owners of the cargo, the insurance was, consequently, for their benefit, subject to tbe liens, if any, of Demestre & Co. and of the defendants respectively. The question then arose whether, by English law, the plaintiffs were entitled, as undisclosed principals, to sue the defendants for the money they had received in respect of the insurance thus effected P The Eoglish law respecting undisclosed principals was well known to differ from the law of many other, if not most other, countries. Their law was similar to that of SpaiD. But that by our law the plaintiffs were entitled to sue tbe defendants under tbe circumstances had been long settled. That tbe plaintiffs could sue, if they were not foreigners carrying on business abrrad, was plain from the cases collected in tbe notes to Thompson v. Davenport (2 S. L. C. 390, &c, 8th ed.), and from Irvine v. Watson (28 W. R. 353, S Q. B. D. 102, 414). But it was contended that, inasmuch as the plaintiffs weie foreigners carrying on business abroad, the case was different. The court was, however, unable to come to this conclusion. In the first place, Lanyon v. Blanchard (2 Camp. 596), Mann v. Forrester (4 Camp. *0), and Mannt v. Henderson (1 East. 335), were direct authorities in support of such an aotiou as this. In the second place, it was to be observed tbat this was not a case in which the defendants dealt with an English house acting for a foreign principal. Demestre & Co. were themselves a foreign house, and, although the defendants relied upon a custom or usage of trade which, it proved, would have shown that there was no contract between the plaintiffs and the defendants, the alleged custom or usage was not proved. Thirdly, the defendants were neither buying from nor selling to Demestre & Co. ; they were simply consignees for Bale, acting for Demestre & Co., who, as the defendants knew, were themselves acting lor some third person. In these respects tbe case differed from The Elbinger Actien Gesellschaft v. Claye and Button v. Bullock (21 W. B. 809, L. R. 8 Q. B. 331). As regards foreigners who bought and sold goods through English commission merchants, the law was stated by Lord Blackburn in Armstrong v. Stolces (L. R. 7 Q. B. 505) thus: *' Tte great inconvenience that would result if there were privily of contract established between the foreign constituents of a commission merchant and the home suppliers of the goods has led to a course of business, in consequence of nhichithas long been settled that a foreign constituent does not give the commission merchant sny authority to pledge bis credit to those from whom the commissioner bays them by bis order and on his account. It is true that this was originally (and in Btrictness perhaps still is) a question ot fact; but tbe inconvenience of holding that privity of contract was established between a Liverpool merchant and the grower of every bale of cotton which is forwarded to him in consequence of his order given to a commission merchant at New Orleans, or between a New York merchant and the supplier of every
bale of goods purchased in consequence of an order to a London commission merchant, is so obvious and so well known, that we are justified in treating it as a matter of law, and saying that, in the absence of evidence of an express authority to that effect, the commission agent cannot pledge bis foreign constituent's credit." This view of the law was acted upon in the two cases in L. R. 8 Q. B. already referred to. Bnt their lordships were not aware of any authority extending this exception to the general rule to such a case as this. The flew Zealand Land Company v. Watson was strongly relied upon by the defendants as an authority against (he plaintiffs' right to maintain this aotion. That case seemed at first sight very like the present in many respects. But the differences were as important as the resemblances. The authority and course of dealing in tbat case were different from those in tbe present case. In The New Zealand Land Company v. Watson, the plaintiff's had consigned their goods to an English house by whom tbe defendants were employed, and the English house were the plaintiffs' del credere agents. Both these circumstances were wanting in tbe present case. If tbe present plaintiffs were suing persons employed by the defendants, the decision in question would more closely resemble this than it does. The truth seemed to be that in The New Zealand Land Company v. Watson, the doctrine laid down in Armstrong v. Stokes was carried one step further than it had been before, and the present defendants contended that it ongbt to be carried a etep farther still, and to be extended to cases in which an English house was employed by a foreign agent for n foreign principal, who afterwards sued the Eoglish honse. Where an English merchant acted as a middle-man for a foreign undisclosed principal, buying or selling through him, the person dealing with the English merchant did not, primd facie, contract with tbe undisclosed principal, and to this extent the ordinary English doctrines relating to undisclosed principals had been gradually modified with reference to mercantile usage and convenience. But their lordships were not aware that any decision went further than this,and they did not feel warranted In further encroaching on those doctrines. Their lordships adopted the view of Lord Blackburn in L. B. 7 Q. B- 704, that it was too late now to question the propriety of the English law on this subject. If the English law was to he made to conform with foreign law in this respect it must be by legislative enactment rather than by judicial decision. The second contention of the defendants was that, even if the plaintiffs were entitled to sue the defendants, the defendants were entitled to a lien or right of set-off against tbe plaintiffs in respect of the amount due to tbe defendants from Demestre & Co. on the general balance of their accounts. This question, whether regarded as a question of lien or as a question of set-off, must again be determined by English law, and, according to our law, the right of tbe defendants to n lien or set-off depended on a question of fact—viz., whether the defendants did or did not know that Demestre & Co. were acting for an undiscloted principal before the defendants' alleged lien or right of set-off accrued. It was admitted that the defendants knew tbe plaintiffs' real position before the defendants received the proceeds of the policy, but it was contended that they had no notice of any agency when tbey effected the insurance, and that, consequently, they acquired a lien on the policy for the bslance due to them by Demestre & Co., and that this lien entitled the defendants to retain tbe proceeds of the policy. It had, however, already been shown that when the defendants obtained the policy on the 18th of September they knew of the interesado, and tbat tbe insurance was for his benefit. It had also been shown that tbe provisional insurance made by the defendants before they bad this notice could not avail them so as to put them in a better position than the policy itself. It followed, therefore, that the lien or set-off contended for could not be maintained. The rulo which allowed a person who dealt with an agent not known to be such to setoff against his principal any debt duo from the agent to tbe person so dealing with him was will Bellied (Ororge v. Glagttt, 2 S. L. C. 118), but it was equally well settled tbat this rule did not apply where the person dealing with the agent knew him to have a principal, although the name of the principal might not be disclosed. Whether the undisclosed principal carried on business in this country or abroad was immaterial. Upon this point, as well as the first, the defendants relied on The New Zealand Land Company v. Watson; but the main c'ifTereuce between tbat case and the present had been already pointed out. As regarded the money sausht to be set off in that case, the set off was made before the plaintiffs had made any claim against the defendants; while here the plaintiffs made their claim before the defendants received the proceeds of the policy. In The New Zealand Land Company v. Watson the plaintiffs sought to follow tbeir goods and the proceeds thereof into the bands of the defendants, and the court appeared to have thought that, although they might have followed the goods, they could not have followed the proceeds after they had been set off. It was difficult to follow this reasoning. Tbe observations of Lord Blackburn about following goods (L. R. 7 Q. B. 606) ought to be constantly borne in mind in cases of this description. He said: "It is right, in order to avoid misapprehension, to say that the phrase, repeatedly used by tbe counsel for the plaintiff, that tho vendor has a right to follow the goods, is, in our opinion, calculated to mislead. There are cases, anch as tbat of Wilson v. Hart (7 Taunt. 295), to which such a phrase would be applicable; but those, as is pointed out in 2 Smith's Leading Cases, proceed on the ground of fraud. In the absence of fraud, unless the person receiving the goods is a party to the contraot under which the goods were sold, the vendor has no right to follow tbem. If the goods were bricks sold to a contractor he could not charge the owner of the house into which tbey were built, though he might do so if the person supposed to he the contractor turned out to be really agent for the owner of the house; and the principle is the same in such a case as the present." Applying these obs-rvations to The New Zealand Land Company's case, the inability of the plaintiffs to follow their goods into the hands of the defendants and to recover them, without satisfying the defendants' lien, would seem to have followed as soon as it waa decided that there was no contract ou which tbe plaintiffs could sue the defendants. In the present case there was such a contract, and, having regard to it and to the knowledge the defendants had when they effected the insurance, The New Zealand Land Company's case could not be regarded as an authority
in their favour. If in this case the goods had no* h*en lost, hut had been sold by the defendant*, and they bad paid Demestre & C>. before the plaintiffs re voked their authority to receive payment, suoh payment would have discharged the defendants, for the plaintiffs clearly authorized Demestre, & Co. to receive payment. But it was equally clear that the plaintiffs did nit authorize Demestre & Co. to apply the proceeds of the plaintiffs' goods in paying a debt of their own. Having regard to the authority conferred on Demestre & Co. the defendants could not have asserted as against the olaintiffs a lien on the goods or their proceeds for the general balance due from Demestre & Co. Nor, in the circumstances of this case, would the defendants establish a better title to the policy or its proceeds than they would have had to the goods if tbey bad arrived. If, when the defendants effected the insurance they had effected it for their own benefit, without notice that the goods were not Demestre & Co.'s, the defendants might have acquired a better title to the policy and its proceeds than they would have had to the goods; hut, as matters stood, their lordships were unable to see any distinction between the two. Looking at the case broadly, there was some inconvenience, not to say injustice, whichever way this rase was decided. On the one hand, it was not right to pay one man's debts out of another man's money, which was what the defendants were seeking to do. On the other hand, it was not right to avail one's-self of another man's credit and connection, and not comply with the conditions on which that credit and connection rested, and this wag what the plaintiff* were seeking to do. The plaintiff', however, never led the defendants to believe that the goods were Demestre & Co.'*, for, although tha bills of lading were in their name, the letter which accompanied the bills of lading informed the defendants that the goods were not Demestre & Co.'s, and were to be insured for the intercsado. For the reasons above given, the plaintiffs appeared to their lordships to be entitled to recover the £11,000, subject to the deductions which they themselves conceded ought to be made.
It is expected that the defendants will appeal to the House of Lords.— SOLICITOR).:, Walton, Rubb, & Walton; Freshfields § Williams.
Limited Company—Bectification Of Register—Misrepresentation— Acquiescence—Companies Act, 1862, s. 35.—In the oase of In re The Glot>e Accidental Assurance Company (Limited), a motion was made by a holder of 200 shares in the oompauy for rectification of the register of the company's shareholders by striking out bis name therefrom, and for repayment to him, with interest, of sums paid on allotment of the shares. It appeared that the applicant, in January, 1881, received a prospectus of the company stating the capital of the company to be £1,000,000, in £1 shares, with a present issue of 500,000 shares at par. It was also stated by the prospectus that all future issues would be at a premium, and that the issue of the 500,000 eharea was made at par in order to comply with the Rales of the Stock Exohange. By a oironlar issued by the direotora in December, 1881, the applicant learned that the whole of the capital subscribed amounted to some £12,500, of whiob, at the date of the oironlar, only £5,800 had been received, and tbat after deduoting the preliminary expenses the whole amount available for conducting the business of the company was some £1,200 or £1,300. On the 22nd of May the company was wound np. The applicant contended tbat he was induced to apply for the shares in the belief that the prospectus set forth that the conditions required by the Stock Exchange for the purposes of obtaining a settling day and quotation would be oomplied with by the company, and it was also submitted that it was the duty of the directors before commencing business to have informed the shareholders of the inadequacy of the capital subscribed (Sharpley v. Louth and East Coast Railway Company, L. B. 2 Ch. D. 683; Elder v. New Zealand Land Company, W. N., 1874, p. 85 ; English, d-e., Soiling Stock Company, Lynn's case, 14 W, R. 720, 35 Beav. 646). It appeared tbat the applicant on the 10:h of January complained to the direotora and asked for the removal of his name and tbe return of his money, but they, on the IStb, wrote absolutely deolining to entertain tbe proposal. Three months afterwards the present proceedings were commenced. Chitty, J., said that the only tenable ground of the application was that tbe company bad commenced business with an insufficient oapital. The applioant was, however, at least after the allotment of the shares, bound to pernso the articles of association of the company, whioh would have given him notice of the power of the directors to oommenoe business at any time after the incorporation of the company, notwithstanding that the wbole oapital proposed by the prospectus bad not been subscribed. The prospeotus bad not deoeived the applioant, and the m jiion failtd so far as it was grounded on misrepresentation. The delay of the plaintiff in commenoing these proceedings was also fatal to its s 101 ess. Tne motion mnit be refused with oosts.—Solicitors, Johnsons, Upton, Budd, A thy; Galmoy $ Co.
Limited Company—Increase Of Capital—Sharks Issued At Discount —companies Act, 1862, Sciied. 1, Table A., Art. 27. — In the case of In re The Lice Hall Rolling Mills Company (Limited), also before Chitty, J., on the 1 ltli inst., an adjourned summons was heard, asking that certain shareholders who bad applied lor and been allotted shares issued by the directors at a discount of £\ per share, might be ordered to pay that sum on each such •hare, on the ground that the contract to issue shares at a d'Sount was ultra vires. It apt eared that one of the articles of association of the company provided that, subject to any direction to the contrary that might be given by the meeting sancti nin? an increase of capital of the company, all new shares hhould be offered to the members in proporiion to the e.xising shares held by th> m, and, in ihe event of any such shares I aving been offered and declined, tbe director* might dispose of ihe same in such manner ax they thnuglit most beneficial to the enmpauy. In pur-uince of Ibis ariicle, tlie directors issued the shares in question to the respondents at a discount of £1 per £10 share.
His lordship said that the contention of the liquidator was not well fonndel. There was no doubt but that, under the article in question, which was, ia substance, ideniiosl with the corresponding clau-e in table A., of the Companies Act, 1862, thedirectors had the power to dispose of shares at a discount. The conclusion which he had arrived at was fortified by a consideration of the provisions contained in the Compan es Clauses Act, 1863. s. 21. the Railway Companies Act, 1867, s. 27, and the Companies Act, 1869, ss. 5, 6. But, assuming that the contract was ultra vires, even then it must be set aside in toto; the result of which would lu that tne respondents would bo relieved of their shares and receive back the sums paid by them in respect of such shares. That this must be so was shown by tbe observations of the Master of the Rolls in Anderson's case (L. K. 7 Ch. D. p. 75). It had been argued on behalf of the liquidator that the creditors had rights apart from the company, bat this contention could not be maintained, for the creditors could obtain nothing except through the company. His lordship was also of opinion tbat the agreement in the present case was to the benefit of the creditors, and that the cornpiny had acted wiihin its powers. The summons must, therefore, be dismissed, with costs.—Solicitors, Sharpe, Parkers, Pritchtrd, <fc Sharpe; Wynne % Son.
Costs—Petition—Service On Person Who Has No Interest—Tender Of Sum Fob Costs.—In a caso of Somes v. Martin, before Kay, J., on the 11th inst., a question arose as to the allowance of costs to soma respondents who had been served with a petition, but who, in the opinion of the Mart, had no interest in the subject-matter. By the will of a testator he gave > fund to trustees on trust to pay the income to his daughter for her lire, and after her death the property was to be divided aanong-t her children after they arrived at the aje of twenty-two years. The children mortgaged their interests under the will. The petition was presented by th3 tenant for life, asking (inter alia) for a declaration whether the gift to her children was or was not void for remoteness. The children's mortgagees had obtained stop orders on the fund, which was in court, an I they were serve 1 with the petition, which asked that the costs of the petitioner and all other proper parties to the petition might be taxed and paid oat of the fund. Xo tender of any sum for costs was made to the mortgagees when they were sirred with tha petition. They appeared at the hearing, and admitted that the gift to the children was void lor remoteness, but they asked for the r costs. Kay, J., said that, under the circumstances, he would not deprive them of costs altogether, b it he would allow each of them the sum of two guineas out of their share of the fund which the petitioner woold, subject to her own life estate, t<ke by reason of the intestacy of the testator as to that fund.—Solicitous, Church, Prior, A; Co.; Gush <fc Phillips; W. Tanner.
Tramways Company — Lease By Local Authority — Agreement To Shake Benefits Of Lease—SrATurour Dischvroe—Tramways Act, 1870 (33 & 34 Vict. C. 78) s. 19—Local Act—I.ivkrpool Tramways Act, 1880 (43&44 Vicr. c 126). —In the case of The Omnibus Convtyam Company (fAmtted) V. The Liverpool Unit'd Tramways and Omnibus Compf 'J, before Cnitty, J., on the 3rd inst., the plain ilfs claimed in effect tbe specific performance and damages lor non-peroiman e of an agreement entered into in the year 1873 bet*e-n the pl unt ffs and the defendant.' pr^da essors in title, by which, in the event of the soncession to either party of a lease or ruouing powers of or over any or all of cjrlan tramways about to be constructed by the Liverpool Corporation between Liverpool, Waverttee, and West Derbv, it was mutua ly afreet by the pi ties the one to ;il:o« to the other the benefit ol such concession, and t > divide tbe ptofits in the proportion the'em mentioned. The pla ntfls charged; that the de'eii iauts had, notwithstanding'ha agreement, entered into an agreement for the purchase by the corporation of all ttamways belonging to the defendants, and for the leasing by the corporation to the det'endin's of the tramways to be constructed by tbe lormer in the city of Live pool, and that the teims of Bn h agreement hid b en carried out by m-nuu of tbe Liverpool Tramways Act, 1880, in which was inserted a clau-e (section 46) providing that as soou as the tramways authorized to be constructed by the local hoard of West Derby should be completed the local hoard should lease the same to the delendanta for twenty-ono years to be worked in conjunction with the tramways in tbe city of Liverpool. The defendants demurred to the plaiutitla' statement of claim, principally on the ground that the Act ot 1880, and the Tramways Act of 1870, rendered the agreement of 1878 incapable of being carried into effect. Chittt, J., said that the question turned on the true construction and effect of the special Act—viz., 'be Liverpool I rani ways Act, 1880, and the general public Act—viz., the Tramways Aot, 1870. The principle that a contracting party was discharged from hs agreemeut and the consequences of non-performance by a subsequent Act of Parliament which put performance out of his power had been established by the judgments of the Court of Queen's Bench io Baylef v. Dt Cieipigny (17 W. R. 494, L. R. 4 Q. B. 180), and of the Courts ot Common Picas and Exchequer Chambers in Brown v. The Mayor of London (9 C. B. N. S. 726, and 13 C. B. N. S. 831), and it had been laid down that when powers and duties were conferred by Act of Parliament affecting the rights and interests of the public, these powers and duties could be exercised only by the persons or bodies on whom they were specially conferred. They could not be delegated nor transferred (Gardner v. London, Chatham, and Dover Railway Company, 15 W. B. 310, L. It 2 Ch. 201, per Cairns, L.J., W. K. p. 328, and L. K. p. 212). That this was so was not denied on the part of the plaintiffs, but they contended that the effect of the Acta of 1880 and 1870 was to vest in the defendants a property which was capable of being assigned and dealt with by them sc.ording to the provisions of the agreement of 1878. In dealing with this proposition, regard must be had to the decision of the present Master ol the Rolls in Mullmer v. The Midland Railway Company (29 W. B. 330, L. «■
11 Ch. D. 611), in which lie held that a railway company had no power to alienate any portion o' land actually used for the purposes of the undertaking, there stating a prinoiple applicable not merely to railways, but to undertakings of a similar nature. The analogy between railways and tramways, which were both parliamentary uuderukings, was obvious, although there was a distinction between railways aid tramways, which was perhaps in favour of the defendants' contention—namely, that tramways were for the most part oon>tructed on public highways. The Aot of 1880 not reciting the agreement of 1878 (which was stipulated by the agreement itself should be kept secret), it was useless to consider how the agreement would have been dealt with by the Legislature if it had been disclosed. The Act itself contemplated the working of the tramways by the defendants, and section 46 especially provided that the corporation should lease the tramways to the defendants' company. Moreover, various provisions of the general Act of 1870 were incorporated in the special Act of 1880, including the powers of the looal authority under section 19 of the general Act to lease a tramway completed or acquired by them to a person, corporation, or company, with the consent and approval of the Board of Trade, and subject to the provisions of the Act. The only powers of leasing contained in the general Act were conferred by section 19, but the conclusion his lordship had come to, alter considering the terms of the Act and its policy as derived from its provisions, and particularly Irom the special and limited powers which the Act conferred, and the duties which it imposed for the protection of the public, was that no power of alienation was conferred on the promoters except those special powers of leasing which, however, were vested, not in the promoters generally, but in the local authorities, and therefore that it was ultrd vires on the part of suoh lessees, on whom various statutory duties and liabilities were imposed, to part with or delegate their statutory rights and powers. Nor could any distinction material to the question before the court be drawn between the leases under the 19th section of the general Act and the leases to he granted under the special Act, His lordship therefore held that the defendants were incapacitated by Act of Parliament from performing the agreement of 1878, and, consequently, excused in law from all liability in respeet of the agreement. The demurrer must therefore be allowed with the usual consequences.—Solicitors, Layton <t Jaques, for Radcliffe, Layton, it Steel, Liverpool; G. L. P. Eyre. 4- Co., for Garrett $ Tarbet, Liverpool.
Metropolitan Vestrv— Improper Expenditure Of Rates—Injunction —Parties To Action For Costs Onlt—Metropolis Local Management Act, 1855 (18 & 19 Vict. C. 120).—Io a case of The Attorney-General v. The Vestry of Bermondsey, before Kry, J., on the 1st inst., a question arose as to the making parties to an ae ion persons against whom no relief oould be obtained, merely for the purpose of obtaining costs from them. The action was brought by the Attorney-General, at the relation of a ratepayer of the parish of Bermondsey, the relator being also a co-plaintiff, against the vestry (which was a corporate body under the Act 18 & 19 Vict. o. 120) and six individuals who were members of the vestry. The plaintiffs alleged that the vestry intended to pay out of the parish rates the expenses of a dinner and a ball, which had been given to celebrate the opening of a new vestry hall, and that this expenditure would be illegal. Resolutions authorizing this expenditure had been proposed and seconded by some, and supported by others of the individual defendants at meetings of the vestry. Tbe plaintiffs claimed an injunction to restrain the defendants from applying any portion of the rates in paying these expenses, and that the defendants, other than the vestry, might pay the costs of the action. On a motion for an injunction against the vestry they submitted to a perpetual injunction, without costs, which were not asked against them. The other delendants delivered no statement of defence, and the action afterwards came on as against them on a motion for judgment in default of pleading. It was contended that they ought to be ordered to pay the costs of the action, as they had induced the vestry to resolve on tbe impioper expenditure, and, ii they did not pay the costs, the plaintiff, being a ratepayer, would have to bear his propoition of them. Relimce was placed on the case of Attorney-General v. Compton (I Y. & C. Ch. 417). FaY, J., said that there was no allegation of any intention on the part of the individual defendants to do anything wrong. Thxt allegation was confined to the vestry, and this was quite proper, for, except as forming part of the majority, the individual vestrymen would have no control over fie funds of the vestiy. There was, therefore, no allegation which could support an injunction as against the individual defendants. Could then any relief be granted against them in the shape of payment of costs? They were not brought boiore the court as sureties for the payment of costs by the principal defendants, but as primarily liable to pay costs, and no other relief was asked against them. As a general rule, persons could not be made ptrties to an action simply for the purpose of making them pay costs. Could this be done because the plaintiff might say that, as a ratepayer, he would be injured if the vestry had to pay costs out of the rates? It might be that if the vestry had been ordered to pay any costs they oould have recovered them from the individual defendants who had led them astray. But there oould be no such right of indemnity wheu the vestry had not been ordered to pay any costs. And, if there was any such right of indemnity, it would be. in the vestry, not io the plaintill'. In tbe absence of any collusion, no individual ratepayer would have such a right. There was no ground for granting any relief against the individual defendants by way either of injunotion or costs. Attorney-General v. Compton was distinguishable, because there the individual corporators had so far led the corporation astray that th y had paid money improperly out of their coffers, and this money had to be recouped by somebody, and the individual delendants were ordered to repay it. But that was in Do way parallel to tbe present case, in which no money had been paid away by the corporation, and no money, therefore, bed to be paid back. But the plaintiffs could not be ordered to pay the costs of the defendants, who were the authors of tbe misohief, and tbe action mutt be dismissed as against
the individual defendants, without costs.—Solicitors, Wilkinson <t Drew; Ii, Chapman; J. Harrison.
Surety—Discharge Bt Creditor—Omission Of Creditor To Call On Principal Debtor To Account—Collector Of Parish Rates—Referee — Reference For Trial —Power Of Court To Go Behind Finding—JudicaTure Act, 1873, Ss. 57, 58.—In a case of The Guardians of the Mansfield Union v. Wright, before the Court of Appeal on the 6th inst., the qu-.stion arose whether a surety for a collector of poor rates had been discharged by the negligence of the guardians by whom the collector had been appointed, or of the overseers of the parish. And there was tbe further question whether the court can go behind the finding of a referee to whom, under section 57 of the Judicature Act of 1873, issues ot fact io an action have been referred for trial. The plaintiffs appointed one Carter to be a collector of rates for the relief of the poor in a parish within their union. Carter, with the defendant and one Radford as bis sureties, executed a joint and several bond for £100 to the guardians, tbe condition of the bond being that, if Carter should duly, faithfully, and honestly perform the duties of his office of collector, should Jilig-ntly collect the rates, and duly, punctually, and correctly account to the person or persona lawfully entitled to require him so to account for all moneys from time to time collected or received by him in virtue of his office on behalf of the parish, and should from time to time pay to the person or persons lawfully entitled to receive the same all moneys so collected or received by bim, and should otherwise duly perform certain duties in connection with bis office, the bond should be void, but otherwise should remain in full foroe. The plaintiffs alleged that Carter did not properly account for the moneys which be received as collector, but tbat he appropriated to his own use and failed to account for sums amounting to not less than £84 9s. 6d., and that he ultimately absconded, and had failed to perform the duties of his office in accordance with the conditions of the bond. Tbe plaintiffs claimed £100. The defendant admitted bis liability to tbe extent of £84 9s. 6d., the amount embezzled by the collector, and paid that sum into court, but denied any further liability. The plaintiffs afterwards amended their statement of claim, and alleged that Carter did not dilueotly collect ratea which it was his duty to collect, and that the plaintiffs had thereby suffered damage, in addition to tbe loss of the £34 9s. 6d., to the extent of at least £15 iOs. 6d., poor rates to that amount, at least, which ought to have been collected, not having been received by the plaintiff*, and having become irrecoverable. The defendant, by his amended state nent of defence, slid that the plaintiffs were guilty of laches in allowing the ra'.es to remain uncollected, and that he was consequently discharged from his suretyship beyond the snm paid into court. The action came on for trial before Watkin Williams, J., when an order was made, with the consent of the parties, that the jury should be discharged, and that tbe issues of fact in the action should be referred to a special referee to taka evidence and report thereon to Watkin Williams, J. The referee, by his report, found that Carter did not diligently oollect the rates, and that by reason of this damage was occasioned to the extent of at least £15 10s. 6d. in addition to the £84 9s. 6d., and that, in consequsnce of Carter's neglect diligently to collect the rates, poor rates, amounting to not less than £15 10a. 6i., which Carter onght to have collected, had not been received and could not be recovered, and so were lost to the parish. The referee further found that, previously to the resignation of Carter, the overseers left the collection of tbe rates to him, and did not see from time to time that he got in tbe arrears. But the referee also found that there was not any negligence or laches on tbe part of the plaintiffs in respect of the collection of the rates or otherwise. Upon this report Watkin Williams, J., held that the plaintiffs were entitled to recover, and that the verdiot and judgment must be entered for them. The defendant appealed as to the £15 10s. 61. On the appeal it was nrged that the guardians could only sue ss trustees for tbe overseers of the parish, and that they stood in tbe same position as the overseers would stand if the action was brought by them. If the overseers had done their duty in seeing that the collector took steps to compel the payment of the outstanding arrears, the loss would not have occurred, and this default had discharged the surety. It was also urged that on such an order of reference tbe court bad power to go behind the finding of the referee on the facts, and to investigate the evidence. Tbe court (jbssel, M.K., Sir James Hannkn, and Lindley, L.J.) affirmed the deoision. Jessel, M.R., said tbat the first answer to the apoeliaot's case was tbat the referee's report had found the faots aga'nst him. It found that the loss had been occasioned by the default of the colleotor, and the court could not go behind that finding. The reference was made, under suction 57 of the Judicature Act of 1873, to the referee for trial of the issues, and his report had the effect of tbe verdict of a jury. Tbe suggestion tbat the guardians stood in the same position as tbe overseers was not sound in law. Ot course the persons who would really lose the money wonld be the ratepayers, and it was well understood by persons who entered into bonds of this kind that themeasnre of damages was, not the loss to the guardians, but the loss to the ratepayers. The guardians were not suing for the benefit of the overseers. If this point failed, the appeal failed. But his lordship thought that, even if tbe overseers had been tbe plaintiffs, the result would have been the same, for the authorities showed that the mere neglect or omission of an employer to call on his servant to account would not discharge tbe servant's surety. Sir James Hannbn was of opinion that the guardians were not responsible for the acts of the overseers. In order to discharge the surety some default of the plaintiffs themselves must be shown, and tbe referee had found that they had not b«en guilty of any laehti. That finding could n >t now ba disous-ed, for it stiodoo the same footing as the finding of a jury, and was binding o i the court. Whether, if tbe action had been brought by tbe overseer-, their laches would have beau an answer, his lordship would not say, for the fairs were not before tbe court, and he desired not to prejudioe that ques ion. The authorities plainly showed that the mere passive inactivity of the employer would not discharge the surety of the servant, bat that a neglect of duty by the employer might be let up as a defence by tbe surety. And, if it could be shown that the overseers had neglected seme duty which was imposed on them by statu'?, his lordship thought that, if they had been plaintiffs, the case n ight have eecn brought within the authority of Watts v. ShultletcortJi (5 H. & N. 2S5). But there was no evidence on this point, and his lordship reried his judgment 00 this, that the guardians were not responsible for any neglectof duty by the overseers. Lindley, L.J., thought it was a mistake to tieat the guardians as trustees for the overseers. They were, in substance, suing on behalf of the parish. On the other point his lordship would say nothing, became he was not sufficiently acquainted with the facte.—Solicitors, Steeent Co.; Mardisly <£• Rhodes.
INCORPORATED LAW SOCIETY.
Tbe annual general meeiing of the Incorporated Law Society was held at their hall, Chancery-lane, on Friday, the 7th inst., Mr. C. 0. Bruce, the president, occupying the chair.
Mr. Thomas Paine was elected president, Mr. E.J. Bristow vice-president, and Mr. S. Whitehead, Mr. A. G. Parson, and Mr. J. H. Schroder auditors of the society's accounts for the ensuing year.
The following gentlemen, who bad already been nominated as candidates for tbe vacancies on the council caused by tbe death of Mr. F. C. Ouvry and the retirement of ten me mbers who, under the bye-laws, went out of office in rotation, tut were eligible for re-election, were formally proposed and seconded :— Mr. J. Hunter, Mr. N. T. Lawrence, Mr. A. S. Munn, Mr. B. R. Dees, Mr. T. Paine, Mr. B. Cunliffe, Mr. W. Melmoth Walters, Mr. J. Dcdds, M.P., Mr. J. V. Lorgbouroe, Mr. J. Addison, Mr. C. 0. Druce, Mr. E. J. Bristow, and Mr. E. Eimber.
Mr. Patereon, who was one of the retiring members, did not offer himBelf for re-election.
As there were thirteen candidates for the eleven vacancies, it became necessary, under the bye-laws, that a ballot should be taken, and the chairman appointed the 3rd of August for the scrutineers to bring up their report. Mr. Day, Mr. Hewlett, Mr. Oabaldeston, Mr. A. J. Finoh, and Mr, Giibble consented to act as acrutiueers.
The accounts of receipts and disbursements for the past year, which was taken as read, was approved and adopted.
The Chaihman : TVs have now reached the serious business of the meeting, and it is my duty, in the usual course, to move that the annual report be received, appioved, and entered on the minutes. It baa already been circulated amongst you, end tbe usual course at these meetings is to take it as read. But I should wish, before that course is adopted, to refer for a moment to the part of it which relates to the remuneration of solicitors. The statement whieb there appears was as complete as we conld make it up to the time of going to press ; butwiihin the last few days—that is to say, on Tuesday last— we received from the Lord Chancellor a draft of the proposed order. It was sent to us, as members of the council, under tbe provisions of the Act of Parlamcnt, without any speoial reservation or secrecy. But I have had a telegram from tbe Leids Law Society, which stated that my colleague, Mr. Harvey, bad received an intimation that he was not to circulate it. I believe that that to some extent originated in a mistake, but, however that may be, I wish to give all effect to any wish of tbe Lord Chancellor, however expressed. Therefore we are rather abstaining from dealing with it at this meeting. I cannot tell you that it is satisfactory. I think it probable that the council, who will meet early next week to consider the subject, may consider it right to draw up and send in some observations on the subject, but at present the matter is undecided. I cannot think that any useful purpose can be answeted by discussing it now, and I tbink I must ask the meeting to leave it in tbe hands of those who have for 90 long done their best to serve them well and faithfully.
Mr. J. M. Clabon observed, with regard to the portion of the report refering to the new Law Conrt«, that he bad, within the last fortnight, inspected such of the courts as were completed, and might stite generally that the resale was very satisfactory. The objeotionable "well" had absolutely disappeared, and there was, in all the courts, a very comfortable table for solicitors, which extended the whole length of tbe seats set apart for the accommodation of tbe bar. A comfortab'e seat was also provided, and tbe space between the registrars' table and the Queen's Counsels' benches had been considerably increased at tbe suggestion of the council. In the common law courls the table was so placed that the solicitors sat with their backs to the Queen's Counsel, but in the chancery courts tbey sat with their backs to the judge. He had been told that tbat was done designedly, bnt, in bis opinion, in all c»«es tho s<at onght to be placed uDder the Queeu'g Counsel. The arraDgemetits could not, however, be altered at present, but if, by-and-bye, the solicitors found they did not like their seats under tbe registrar, tbe council coild make their representations in the pruper quarter, and there could be but little difficulty in making the change.
Mr. Itt nENSTKi.N observed that no provision was made for tbe accommodation of solicitors outside the court.
Mr. Clabon replied that the subject bad not escaped bim. He bad bad a conversation with Mr. Pennington on tbe subject, and he entirely believed that Mr. PeDnington wonld obtain for tho solicitors accommodation apart from that provided in tbe room in which tbe clerks meet.
Tbe Chairman remarked, with regard to tbe hour of meeting, that this subject bad been referred to tbe oouncil to consider, and they still thought two o'olook the most oonvenient time. He moved tbat the annual report be received and entered on tbe minutes.
Mr. £. KiMBFR, after an allusion ta tbe value of the time of those present at that particular hour of tbe day, expressed his surprise that tbe oounoil, in their report, had made no allusioo to tbe important Bill which was before tbe House of Lords, end upon whioh there had been a discussion the previous night in committee. He bad spoken to many members of the profession on the subject, who had expressed but one opinion as to judges of courts of first instance being permitted to sit in courts of appeal. He protested against any legislation on such a subject without the great body of solicitors being first consulted. He believed the majority of tbe solicitors were distinctly of opinion that no judge of first instsnoe should be allowed to sit upon an appeal. If the society was not of tbat opinion, be was satisfied tbe legal press was, and, so far as be conld gather, the public. That was one measure the council might very well hove represented to the Lord Chanoellor and Lord Cairns. Then there was not tbe slightest reference in the report as to keeping more taxing masters at work daring tbe vacation. Under the present state of things there was no certainty whatever—however diligent a solicitor might have been in getting up his case—that, when he went to tbs taxing master's office with bis bill, he could get an appointment before November. With regard to the Supreme Court of Judicature Act, 1881, the council told them that "the amendments introduoed into tbe Bill were designed for tbe purpose of providing for this contingency." He thought the members might have been informed what those amendments were. Then tbey stated that they had requested Mr. Gregory to move amendments to the Conveyancing Bill in committee of tbe House of Commons. Be thought it would be of more advantage to the society if Mr. Gregory were to attend their general meetings now and then, end to enlighten them as to what went on in Parliament, end ask their opinion upon the questions of tbe day affecting the legal profession. Again, the 12th bye-law provided that a list of the council, showing the number of their attendances at the council and committee meetings, should be let t in the secretary's office for the inspection of members, in order tbat they might see with what diligence they had condnoted their affairs. He hoped that in tbe next report there would appear a list of the attendances at full length. Then, with regard to the Copyhold Enfranchisement Bill, he thought tbe council had taken rather a partial view of tbe measure. They stated that tbs Bill contained a clause confiscating the lords' rights of chase and warreD, pisoariep, and other rights of hunting, shooting, and fishing, without compensation. He would like to know how the Bill dealt with copyholders' rights, and the opinion of the oounoil on tbat question. Taey simply said, "The council agree that these rights, except those relating to fisheries ard fishing, should be included in all enfranchisements, but they think that the lord should be entitled to compensation." But there were other persons with those rights, besides the lords, who might be entitled to compensation. Then, with regard to the Parliamentary Elections (Corrupt and Illegal Practices) Bill, tbey told the members tbat "under the existing law a person can b* reported without previous notice or without being heard." This was rather too Bweepingan observation. So far as be had been able to look into tb9 reports of the commissioners, be had been unable to find the name of a single person who had been reported guilty of bribery or corrupt practices unless he had been heard in some way or another. Many of the witnesses had been heard at great length, and with exemplary patience, throughout the commission, and he scarcely coincided with the council when they said, "On the ground of public policy this privilege should also be accorded, because, when the client has found that his seat is gene, be cares but lit-Ic abont the constituency, and may be willing to tell the commissioners, through his solicitor, all he knows. The solicitor, having once obtained information under the pledge of confidence, should not be compelled to dis.lose it." Let them think under what circumstances the solicitor was employed by the candidate. He doubted very much whether the solicitor was under the pledge of confidence. The relation was vastly different from the ordinary relation of solicitor and client. Tbete were no sectets that had to be kept. [Laughter.] The laughter conrinced him that there were some secrets which, in the opinion of some, ought to be kept, or were generally kept; but, in his humble opinion, they never ought to be kept. There ought to be no secrets, whatever, about the candidature of an individual for parliamentary honours. It was not as if be were a party to litigation, or were being attacked with regard to his character or property. He put himself before his constituency, and said, "Here am I ; I am ready to tell you the whole of my life. Judge of me what I am '." If there was anything to conceal, it must be something against the man, and, if anything of that kind was divulged to a solicitor under a pledge of confidence, it wss an unjust, immoral, snd unrighteous act. The pledge ought not to be kept. Be had never found the commissioners put this measure of privilege in the way of answering questions. He thought, therefore, the oouncil wete wrong in coming to the conclusion that a solicitor, in such a position, had obtained information under the pledge of confidence. But this was vastly different from the conclusion the council had rightly come to with regard to the paragraph which stated that "some of the commissioners stringently examined solicitors concerned in election petitions aa to their acts up to the moment of their entering the barristers' consultation room." There the council were qnito right in protesting against the examination of a solicitor, because, from tbe moment he was employed by a candidate, either to prosecute or defend, he was entitled to plead privilege, but not tefore, and from tbat moment he ought to be protected.
Mr. F. K. Munton thought tbat as the subject of legal procedure wss under discussion it would be convenient for him to at once make his observations. He had given notice of a motion, as follows :—" That, having regard to the frequent and sometimes inconvenient changes of practice in the courts and offices, it is desirable that the council should nominate, from the body of the society, under proper regulations, a permanent committee of filteen members actively engaged in contentious work, such committee to be empowered to watch these and kindred matters, and take and receive evideoce Irom tbe profession, with the view of repotting from time to time modification' or improvements in practice to lie submitted by the council (should they think fit) to the Lord Chancellor or other controlling official." This motion materially affected the question of legal procedure. It would be admitted that the giving to a committee of the members the consideration of the legul procedure had worked well, and he thought it would also be agreed that there were several measures in connection with legal procedure which still required attention. He wonld first allude to the scandal—for it was nothing else—of the condition of the cause lists, both at Westminster and at Lincoln'sinn. It was impossible to ascertain whether there would be one court or six courts sitMnn;, or one judge or six judges ready to hear nuipriut causes. They heaid judges state from the bench that, in consequence of the ignorance of somebody—he (Mr. Munton) presumed the solicitors—it was erroneously assumed that there were difficulties in the wiy of getting trials carried out. He ventured to appeal to anyone engaged in common law and oontentious business as to what was the present state of things at Westminster Hall. It was almost impossible to arrive at any kind of satisfactory conclusion as to when they could get a cauee heard after it was entered, and that was one of the reasons why, comparatively speaking, so few oauses were entered there. He would appeal especially to solicitors dealing with commercial cases to bear him out when he said that they were prepared to adopt almost any course and to sacrifice almost anything in order that they might avoid going into Westminster Hall for trying a cause. Tbey could scarcely ever reckon upon finding the counsel, and if they found the counsel there was a difficulty in rinding the court. He saw that within the last three days an announcement had appeared in the newspapers, in the official list of causes to be heard, which ought at once to be taken up by the council on behalf of the society. Tbey had been accustomed to the farce for several days of the announcement that Mr. Justice A. would take certain cases from Mr. Justice B. in the court of Mr. Justice 0. That was confuting in itself, bnt that had been entirely capped by the statement in the official notice of Monday morning — Mr, Justice Field will try the following oauses with witnesses (naming five or six causes) to-day or tomorrow! Just let them imagine the state of things when a solicitor hae a number of witnesses. It was an absolute disgrace, and ought to be remedied. And yet when solicitors went before the taxing masters constant remarks were made about the great expense of trialB. Anyone who would take the trouble to look at the list in the Times newspaper, and see the extraordinary number of times in wbioh oases appeared day after day, with occasional andden jumpa of perhaps a week without being heard, would see that they had arrived at a state of things which never ought to have occurred. Another measure which seemed to require grave consideration was the condition of affairs with sheriffs and their offioers. This might not be an important question to every member present, but he ventured to say that there existed no more disgraceful state of thiDgs in the legal profession than the way in whiob, as a whole, exeoutions were levied by the nnder-Bheriffa and their offioers, and the mode in which they assessed their fees, and the delays there were in executing the writs, and, worse still, the delays in getting the money after they were executed. He had expressed his views of it by recently bringing an aotion against a prominent sheriff of a home oounty, and he bad recovered damages from that sheriff for his having detained his (Mr. Mnnton's) client's money for six or se7en weeks after he or his officer had obtained it. These observations would apply to the bailiffs of the oounty courts, and he had resolved, so far as it lay in his power, to put his foot upon this state of things, and he would bring an aotion in OTery oase where he had reason to believe the officer o( the oounty oourt or the sheriff had obtained the money and was retaining it from his client, even if he (Mr. Munton) had to pay the costs himself. He had a case in whioh he had written to the baliff of a oounty oourt, who had replied that, inasmuch as the defendant was in soon, and such a position, he bad thought it not advisable to press him. He (Mr. Munton) at onoe wrote to the judge to tbe effeot that it was new to him for any bailiff to sit as judge and give time to the defendant. That had very soon brought him the bailiffs levy and costs. It might be that when the members had a complete statement lor those who were dealing with the legal procedure rules some of these measures might be dealt witb, and therefore be had put his motion upon tbe paper. He did not, however, propose to press his motion, and for tbe following reasons: whilst he thought that all would agree with him, and these measures required consideration, and that they would perhaps be better considered in tbe first instance by a committee of tbe members who we're engaged in oontentious business, and whose opinion, if expressed with due consideration, would be listened to by the members of the oounoil, yet he did not press the motion, because he hoped to be able to enlist the attention of at least fourteen or fifteen members who were engaged in contentions business who would take up the measure and report to tbe council; and if it should turn out that the work thrown npon each a committee is shown to be of sooh a obaraoter that it might very reasonably be in some way formally adopted by the oounoil, be would ask the oounoil to give their opinion thereon at the next annual meeting.
Mr. F. B. Parker expressed his great disappointment that the council had not been able in their report to make some better statement with regard to the library. It contained merely a record of the independent exertions of independent members, and there was no contribution by the oounoil towards that important part of their institution. In his opinion, the library was nnwortby of tbe society, and, if it were made more what it should be, it would doubtless be tbe means of attracting to the society a large number of members. The Liw Courts would shortly be opened, and tbey ought to look to the large number of solicitors who would be brought to tbe courts for an inorease in their members. The library was becoming more and more a olass-room for the students who went there to learn their lessons whioh were to be said to their ooaches on the next day. They not only read the books to be found in the library, bat brought their own for
the purpose of studying them. He did not wish to tarn them out of the institution, put be thought the members should have the paramount right of accommodation. He bad visited the library of Llnooln's-ino, whioh would compare favourably witb their own in many re°peots.
Mr. Phillimorb regretted that the counoil shonld find it necessary to close the library for the purpose of the examinations eight or ten times in the year for two days and upwards at a time. He submitted that they were acting in excess of their powers in so doing. The society bad plenty of money in band, and reoeived upwards of £10,000 a year from theartioled clerks, and tbey might hire a proper place for the examinations. He did not see why a small room should cot be appropriated as a separate library for the use of the artioled olerks. He moved an amendment to the report to the effeot that the counoil expressed regret that they were compelled to olose the library on so many occasions daring the previous year, and that they hoped to make arrangements whioh would obviate the necessity of such a course in the future.
Mr. J. E. Fox seoonded the amendment. He contended that, under the bye-laws, the oounoil were oompelled to keep tbe library open on every day exoept the public holidays, and spoke of the great inoonvenienoe caused to members by its being so frequently closed.
Mr. R. P. Macarthur suggested that the suite of apartments whioh were granted to tbe olub free of oost should be used for the examinations, and thus the inoonvenienoe caused by the closing of the library would be avoided.
Mr. W. Melmotii Walters considered tbe club as an institution whioh had oonduoed materially to the welfare of the sooiety. Many members had joined the sooiety simply that they might become members of the olub The closing of the library was a measure of necessity, and was done in accordance with the power given to the council under the bye-laws. They could not send the students out to be examined at taverns or other places. The subject had been considered from time to time seriously by the co nnoi), and plans had been prepared for making very substantial im provem ents, but they had recently bad news of the death of their architect and he was afraid there were oiroamstanoes which would interfere with the carrying out of tbe plans at present, except at a very serious cost. Still, if the oounoil thought they saw a way of spending the money remuneratively they wonld do so, and tbey would necessarily consult the members before taking a step whioh would involve so large an expenditure. If the plans oonld be carried out, there would be ample accommodation both for the members and the students. If they wonld look at the balance-sheets tbey would find that considerable sums of money were spent by the counoil in providing books for tbe library. The present balanoe-sheet showed £417 for the purohase of books, and, as a law library, be thought it compared favourably with most other libraries in London. Tbey were limited in space, and the great difficulty they had to oontend with was the arrangement of accommodation for the students ; but this was dealt with in the plans to whioh he had referred, and if the members said the oounoil were to spend the money they were willing to do so. At the present moment, J however, they had a good library, and a librarian well fitted for his post, and wbo had given every Batisfaotion to the library committee.
The amendment was put, and negatived by a large majority.
Mr. Dalton J. Miller moved a resolution of which he had given notice, having for its objeot the amendment of the bye-law governing the election by ballot of members of the oounoil, so as to make it necessary for the secretary to forward to each member with the voting-paper a printed list of the attendances of the various members of the oonooil daring the past year. He observed that the present praotioe, whioh was to post each a list in the ball of the society, was quite useless, as scarcely any of the members saw it.
Mr. Harqreaves seconded the motion.
The Chairman remarked, on behalf of the council, that there were a Urge number of members on the council. It was their practice to make the first meeting in each month a special meeting, at which a larger attendance than usual was expected, both of town and country members, but they did not find that they got through more business on those days when they had a larga attendance t lan at the other meeting when, perhaps, only half the number were present. If they had any measure before them of special interest they always took care to secure the attendance of the members who would be the more useful in dealing with that particular subject. He thought it would ba highly invidious to print the name9 as suggested.
Mr. Walters contended that it was not fair to contrast the attendance of members who, like himself, had offices olose to the institution with the attendance of gentlemen like Mr. Doddsfor instance, who resided at Stocktonon-Tees, or of Mr. Gregory, who had his duties to perforin at the House of Commons, or of Mr. Druce, who had to couie from the C ity. It would be most misleading to the country members, who would know nothing of this. There were a great many membsrs they were most anxious to retain on the council who could only attend once a month. They wanted to retain tna services of their past presidents, whose experience, judgment, and advice they would be extremely sorry to lose, and the value of their servioes could not ba calculated by the number of their attendance.
Mr. A. E. Finch thought the infornmiou given by such a list would be iu the highest degree misleading. He knew some of the membars of the council who did the greater part of the work, and their attendances were by no means tbe most numerous. Many of the older members had gdned so much experience that a single attendance on their part was worth a dozen of some of the other members.
The motion was negative i.
Mr. D. T. Millbr then brought forward a motion, of which he had givea notice, altering the bye-law which provided that the ten members of tha council who had been longest in office should go oat of office oa the day of th J