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HAYLOCK, WILLIAM DAINTREE, Gt Grimsby, Ironmonger. Sept 14 at 12. Off
Rec, 3, Haven st, Gt Grimsby

HUGHES, THOMAS, Wolverhampton, Japanner. Sept 14 at 3.30. Off Rec, St
Peter's close, Wolverhampton
JACKSON, JOHN UPTON, Sheffield, Tailor. Sept 15 at 12. Off Rec, Figtree lane,
Sheffield

JOHNSON, JEM, Hedon, Yorks, Fellmonger. Sept 13 at 11. Incorporated Law
Society, Lincoln's inn bldgs, Bowlalley lane, Hull

LEON, MARCUS, Grosvenor rd, Pimlico. Sept 14 at 11. Bankruptcy bldgs,
Portugal st. Lincoln's inn fields
Sept 16 at 9.30. 32, St
MORRIS, WALTER OWENS, Stoke upon Trent, Grocer. Sept 15 at 4. Off Rec,
Newcastle under Lyne

MCKENZIE, CHARLES IONIAN, Dover, Watchmaker.
George's st, Canterbury

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PAYNE, EDWIN, Kenmont terr, College pk, Kensal green, Dairyman. Sept 16 at
11. Bankruptcy bldgs, Portugal st, Lincoln's inn fields
PLATT. JOE CROWTHER. Padfield, Derbyshire. Butcher. Sept 13 at 11.30. Off
Rec. Ogden's chbrs, Bridge st, Manchester
RECORD. THOMAS, Frowlesworth, Leicestershire, Farmer. Sept 14 at 11.30.
Friar lane, Leicester

RUDDLESDEN, BENJAMIN, Dewsbury, Yorks, Rag Merchant. Sept 13 at 11.
Rec, Bank chbrs, Batley

28,

Off

SAUNDERS, ANNIE MARIA, Mortlake rd, Kew, no occupation. Sept 15 at 12. Bankruptcy bldngs, Lincoln's inn

SAUNDERS. BERTHA, HENRIETTA, Clanricarde gdns, Lodging house keeper. Sept 14 at 12. Bankruptcy bldngs, Lincoln's inn

SERENO, HAIM, Manchester, hipping Merchant. Sept 13 at 12. Off Rec, Ogden's chbrs, Bridge st, Manchester

SMITH. THOMAS, Elham, Kent, Shoemaker. Sept 14 at 3.30. 73, Sandgate rd, Folkestone

SPEIGHT, THOMAS, Ashgrove, Bradford, out of business. Sept 14 at 11. Off Rec, 31, Manor row, Bradford

STUBBS, GEORGE, Sheffield, Painter. Sept 15 at 11. Off Rec, Figtree lane, Sheffield THOMPSON, JOHN, Coningsby, Lincolnshire, Shoemaker. Sept 13 at 11.30. Off Rec. 2, St Benedict's sq, Lincoln

VARLEY, JAMES, Bishop Auckland, Clock Maker. Sept 13 at 3. Off Rec, 25, Colmore row, Birmingham

WATTON, JOHN, Christchurch, Hampshire, out of business. Sept 14 at 3. Cri

terion Hotel, Bournemouth

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BOMFORD, JOHN, Worcester, out of business. Worcester. Pet Aug 30. Ord
Sept 3
BOND. CHARLES FREDERICK, Carisbrooke, I W, Club Proprietor. Newport and
Ryde. Pet Aug 11. Ord Aug 19
BUGDEN, WALTER, address unknown. High Court. Pet June 29. Ord Sept 2
CHAPPELL, WILLIAM, Swinton, Yorks, Colliery Deputy. Sheffield. Pet Aug 11.
Ord Sept 2

CLIFT, CHARLES JAMES, Skelton in Cleveland, Yorks, Printer. Stockton on Tees and Middlesborough. Pet Sept 1. Ord Sept 1

DAVIES. PHILIP, Newport, Mon, Eating house Keeper. Newport, Mon. Pet Sept 3. Ord Sept 3

FINLEY, JOHN, Temple st, Whitefriars, Licensed Victualler. High Court. Pet
Aug 27. Ord Sept 1

FULLER, GEORGE, Barking, Essex, Clothier. Chelmsford. Pet Sept 2.
Sept 3

Ord

GILLESPIE, WILLIAM, Barrow in Furness, Licensed Victualler. Ulverston and
Barrow in Furness. Pet Aug 12. Ord Aug 31
HAMMICK, HORATIO HONNIWILL, Pall Mall, Wine Merchant. High Court. Pet
July 30. Ord Sept 2

HARRISON, JAMES, Belgrave, Leicester, no occupation. Leicester. Pet Aug 13.
Ord Aug 30

HOBSON, HENRY, Gt Grimsby, Ironmonger. Gt Grimsby. Pet Sept 1. Ord Sept 1

SIX per CENT. GUARANTEED MORTGAGE BONDS.

LOMBARD INVESTMENT COMPANY.

-Capital paid up, 1,000,000 dols.; Liability of
Shareholders, 1,000,000 dols.; Surplus and Reserve,
400,000 dols.; Total, 2,400,000 dols. (£480,000).
Head Office-Boston, Mass., Mr. B. Lombard, jun.,
President.

Western Office-Kansas City, Mo. Mr. J. L. Lom-
bard, Vice-President and Manager.
Sole Agent for Great Britain and Ireland-Mr. H.
Ramsden (Ramsden & Austin, Solicitors), 150,
Leadenhall-street, London, E.C.

Aug 29. Ord Sept 2

HOOPEL, W, Kilburn, Builder. High Court. Pet July 8. Ord Sept 2
HOWES, ROBERT, Frampton Cotterell, Gloucester, Beer Retailer. Bristol. Pet
HUGHES, JOHN, Birmingham, Grocer. Birmingham. Pet Sept 1. Ord Sept 2
JAMES, ELIZA, Newport, Salop, Cooper. Stafford. Pet Aug 20. Ord Sept 1
JARVIS, THOMAS, Derby, out of business. Leicester. Pet July 29. Ord Aug 18
JONES, JOHN, Pentre, Glamorganshire, Boot Maker. Pontypridd. Pet Aug 18.
Ord Sept 1
KEYZAR, MARY ANNE, Rbyl, Dealer in Fancy Goods. Bangor. Pet Sept 2. Ord
Sept 2
LANGSTON, ALFRED, Birmingham, Coal Dealer. Birmingham. Pet Aug 30. Pet
Sept 1
LEVERTON, WILLIAM, EDWARD LEVERTON, and JAMES LEVERTON, Aberavon,
Glamorganshire, Builders. Neath. Pet Aug 30. Ord Sept 1
MASON, JOSEPHI FREDERICK, Holman rd, Battersea, Fancy Confectioner. Wands-
worth. Pet May 16. Ord Aug 2

MERCER, ALFRED, Lutterworth, Leicestershire, Surgeon's Assistant. Leicester.
Pet July 27. Ord Aug 24
MORRIS, WALTER OWENS, Stoke upon Trent, Grocer. Stoke upon Trent. Pet
Sept 3. Ord Sept 3

PARKER, ROBERT FOSTER, Skipton, Bank Manager. Bradford. Pet Aug 4. Ord
Sept 1
PEARSON, GEORGE, Middlesborough, Milkseller. Stockton on Tees and Middles-
borough. Pet Aug 31. Ord Aug 31
PHILLIPS WILLIAM DANTEL, Llanbadarn Odwyn, Corn Merchant. Carmarthen.
Pet July 15. Ord Sept 2
PRATT. ISAAC, Blyth, Northumberland, Boot Manufacturer. Newcastle on Tyne.
Ord Aug 25. Ord Sept 2
PRICE. JOHN, Llansadwrn, Carmarthenshire, Farmer. Carmarthen. Pet Sept 3.
Ord Sept 3
PRITLOVE. WILLIAM JAMES, Chadwell Heath, Essex, Wheelwright. Chelmsford.
Pet June 27. Ord Sept 3
PROSSER, HOWELL, Swansea, Stonemason. Swansea. Pet Aug 30. Ord Aug 31
QUELCH, WILLIAM HENRY, Sittingbourne, Boot Maker. Rochester. Pet Aug 22.
Ord Aug 31
ROBINSON, EDWARD, Stretford, Lancashire, Potato Dealer. Manchester. Pet
Sept 2. Ord Sept 2

ROBSON, JACOB, South Shields, Builder. Newcastle on Tyne. Pet July 6. Ord
Sept 1

July 16. Ord Sept 1

ROLLINGS, WILLIAM, Forston st, Hoxton, Lime Merchant. High Court. Pet
RUFF. WILLIAM, Little Staughton, Bedfordshire, Machinist. Bedford. Pet
July 22 Ord Sept 1
SMITH, ALEXANDER, Hunslet, Leeds, Builder. Leeds. Pet Aug 31. Ord Sept 1
SMITH, FRANCIS, Bedford, Solicitor. Bedford. Pet Sept 1. Ord Sept 3
SNOOK, WILLIAM, Southsea, Watchmaker. Portsmouth. Pet Aug 26. Ord
Aug 26
SOBY. FRANCES, and WILLIAM SOBY, Bratton Clovelly, Devon, Farmers. East
Stonehouse. Pet Sept 1. Ord Sept 3
THOMAS, DAVID, Cardiff, Builder. Cardiff. Pet Sept 2. Ord Sept 3

THOMPSON, JOHN, Coningsby, Lincolnshire, Shoemaker. Lincoln. Pet Sept 1.
Ord Sept 1

VARLEY, JAMES, Bishop Auckland, Clcckmaker. Durham. Pet Aug 29. Ord Sept 3

WATKINS, ANNIE FIELD, Cheltenham, Schoolmistress. Cheltenham. Pet Aug 26. Ord Sept 1

WILLIAMS, JOHN, Newport. I W, Butcher. Newport and Ryde. Pet Aug 11. Ord Aug 15

The following amended notice is substituted for that published in the London Gazette of July 8. COLEY, SARAH ELIZA. and WILLIAM BROOKES COLEY, Dudley, Worces, Iron Manufacturers. Dudley. Pet June 28. Ord July 2

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To Her Majesty, the Lord Chancellor, the Whole of the Judicial Bench, Corporation of London, &c. ROBES FOR QUEEN'S COUNSEL AND BARRISTERS.

SOLICITORS' GOWNS.

Law Wigs and Gowns for Registrars, Town Clerks, and Clerks of the Peace.

ESTABLISHED 1689.

The Company is prepared to receive money for investment in First Registered Mortgages of Freeholds CORPORATION ROBES, UNIVERSITY AND CLERGY GOWNS in the States of the United States of America, for five years, yielding 6 per cent. interest, payable by coupons half-yearly in London, principal and interest guaranteed by the Company. For full information as to these investments apply to the London Office.

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94, CHANCERY LANE, LONDON. LONDON GAZETTE (published by authority) and LONDON and COUNTRY ADVERTISEMENT OFFICE.-No. 117, CHANCERY LANE, FLEET STREET.

ENRY GREEN, Advertisement Agent,

begs to direct the attention of the Legal Profession to the advantages of his long experience of upwards of forty years, in the special insertion of all pro forma notices, &c., and hereby solicits their continued support. N.B. One copy of advertisement only required, and the strictest care and promptitude assured. Official stamped forms for advertisement and file of "London Gazette' kept. By appointment.

THE BANKRUPTCY ACT, 1883....... WINDING-UP NOTICES.

735

.......................... 735 CREDITORS' NOTICES .............. 735 BANKRUPTCY NOTICES

.... 733 734 PUBLIC GENERAL STATUTES.

736

UNTEARABLE LETTER COPYING BOOKS.

(HOWARD'S PATENT.)

1,000 Leaf Book, 5s. 6d.

500 Leaf Book, 3s. 6d. English made.

THE BEST LETTER COPYING BOOK OUT. WODDERSPOON & CO.,

7, SERLE STREET, AND 1, PORTUGAL STREET LINCOLN'S INN, W.C.

ENT FIRE OFFICE. Established in 1802.

Chief Office-Maidstone. Branch (London, 124, Cannon-street, E.C. Offices Manchester, Lombard-chambers, Brown-st. One of the most recent claims upon the Company was under Life Policy No. 503, issued in 1833 for £500, and which had acquired bonus additions amounting to £2,015, increasing the policy to £2.815.

W. L. SEYFANG, Secretary and General Manager.

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744

744

The Solicitors' Journal and Reporter.

LONDON, SEPTEMBER 17, 1887.

CURRENT TOPICS.

MR. JUSTICE CHARLES, who takes the Vacation work from next week, will continue the Wednesday sittings in Mr. Justice KEKEWICH'S court until further notice.

SECTION 5 of the Conveyancing Act, 1882, has hitherto shared the liberal construction which, by a sort of tacit agreement, has been bestowed on Lord CAIRNS' latest Acts. Thus in Re Hether745 ington's Trusts (35 W. R. 285, 34 Ch. D. 211) separate trustees were appointed for parts of the trust property which for the time being were held on distinct trusts, although in certain events the whole of the property would be held on the same trusts. In Re Paine's Trusts (33 W. R. 564, 28 Ch. D. 725) a separate set of new trustees was appointed by the court to act, in conjunction with a continuing trustee of a will, in relation to a part of the trust property held on distinct trusts. That case has been assumed in some quarters to be an authority for the proposition that an appointment may be made under section 5, although there is no appointment of new trustees for the whole of the trust property; but as the appointment was made on petition presented under the Trustee Act, the decision is in reality no authority on the point in question. The words of section 5 are "On an appointment of new trustees a separate set of trustees may be appointed," &c.; and, if strictly construed, the provision is only applicable to cases where occasion arises for the appointment of new trustees for the whole of the trust property. In Savile v. Couper (35 W. R. 829) the trustees of a will desired to retire from the trusts relating to a distinct trust fund and to appoint separate trustees of that fund, but to continue trustees of the rest of the trust property. Mr. Justice NORTH, adopting the strict construction above referred to, held that this could not be done. We think it may be doubted whether the draftsman of section 5 had any idea of limiting in this way the operation of that provision. The probability is that, merely by way of introducing a new subject, he adopted the phrase used in section 31 (2) (3) (4) of the Conveyancing Act, 1881. However this may be, it is now settled that trustees cannot retire from the trusts relating to a distinct part of the trust property in order to have separate trustees appointed for such part, while the original trustees remain trustees as to the rest. It may be suggested, however, that it does not follow that where vacancies have occurred in the trust, so that occasion arises for the appointment of new trustees of the whole property, separate trustees may not be appointed for each of the distinct parts to act in each case the section into operation appear to be the death, incapacity, or with a continuing trustee. The circumstances necessary to bring retirement from the whole of the trusts of all or some of the old

WE ARE REQUESTED to state that Lord Justice COTTON, acting for the Master of the Rolls, has appointed Saturday, the 24th of September, at 11.30 a.m., at Forest Mere, Liphook, for the admission of solicitors. Gentlemen must leave Waterloo for Liphook Station by the train at 9.30 a.m. The papers must be left at the Petty Bag Office not later than Thursday, the 22nd of September, before 2 p.m.

UP TO THE PRESENT TIME the work of the Vacation Judge in court has been heavier than has been experienced for several years. For three consecutive weeks Mr. Justice KEKEWICH has had to sit on Friday as well as on Wednesday. It is understood also that the Vacation work done in the Chancery chambers has exceeded that of former years. A diminution of business usually occurs about the present period of the Vacation, and it is not probable that Mr. Justice CHARLES will be compelled to devote more than one day a week to the court work during his term.

MR. JUSTICE KEKEWICH's term of sitting as Vacation Judge having come to an end, we may, perhaps, without any great impropriety, be permitted to adopt the unusual course of referring to his mode of performance of the difficult duties falling on the solitary representative of the High Court. We desire to say that in our opinion it would not be easy to overpraise the common sense, promptness, and ability with which the business has been discharged this Vacation. The reason why we desire to say this is to be found in the observations which we felt it our duty to make on the appointment of this learned judge. We are bound to acknowledge, and we have great pleasure in acknowledging, that if we could only have had a prophetic vision we should have congratulated the profession on the appointment.

THERE SEEMS to have been a rather serious omission in Lord BRAMWELL'S exposition, in the House of Lords, on Wednesday, of the law relating to the circumstances under which police officers are justified in killing people. There can be no doubt that, as the learned lord said, if the policeman's life "was imperilled; if he did not know but what his life would be sacrificed, or the lives of his comrades lying on the ground, the policeman had a right to resist the people, even to the extent of taking the lives of those committing the illegality." But we do not find that he added that the justification will not extend beyond the actual continuance of the necessity which alone warrants it, and that if the policeman kills after the necessity has ceased it is manslaughter at least (1 East P. C., p. 293). Lord BRAMWELL no doubt assumed the continuance of the necessity, but it appears to be very essential that the limitation should be expressed. It appears, indeed, that the whole question-even in cases where the police are acting in the proper execution of their duty, and à fortiori in the case put by Lord BRAMWELL, of the police being "in the wrong; interfering and doing things which they had no right to do"-hinges on the existence, at the time of the homicide, of a reasonable necessity.

trustees.

week a

A CORRESPONDENT to whom we have frequently been indebted for valuable communications on conveyancing matters, sends us this copy of a trustees' indemnity clause, which he says has to some extent been introduced into trust instruments during the last few years. The terms of the clause relating to the matters we referred to last week are as follow" Nor shall any trustee under this settlement, or his representatives, be in any way liable or accountable for anything in connection with this settlement, or the trusts, powers, or provisions thereof, or the trust funds or property subject thereto, or otherwise relating thereto respectively, short of his individual actual fraud." This clause (which we do not understand to have the entire approval of our correspondent) seems to us to be both too wide and too indefinite. It appears to extend beyond acts done in the management of the trust property, and, if effective, would apparently cover mistakes, negligent but not fraudulent, in the ascertainment of the persons beneficially entitled to income or capital. The creator of a trust does not want to leave the destination of the trust property to the discretion of his trustees, however willing he may be to leave the management of it to them. As we pointed out last week, what is wanted is a clause limited to the management of the property as distinguished from the ascertainment of the persons beneficially interested, and it seems to us that the mode of framing such a clause is to specify in detail the grounds on which a trustee may at present be made liable for acts of management, and expressly to exclude liability in respect of each of them. The history of the ancient indemnity clause shews, too, that this is the only safe course. The old clause purported in general terms to protect the trustees from liability in respect of the acts and receipts of their co-trustees, and in cases of the failure of agents properly intrusted with the control of the trust funds, and

the deficiency of authorized securities; but the judges (except Lord NORTHINGTON) refused to attach any potency to the clause; it was considered as merely expressing the general rule of the courts. The result of the section in Lord St. Leonards' Act embodying the clause is well stated by Mr. DAVIDSON when he remarks that "it might, with much the same result, have been enacted that every deed, &c., should be construed as if it did not contain the clause in question." But a very different result ensued from the special clause exonerating trustees from responsibility for allowing property to be under the control of their cotrustee which was framed by Messrs. HAYES and JARMAN. In this clause there was added to the old general words an explicit statement of the circumstances to which it was intended to relate; and in Wilkins v. Hogg (3 Giff. 116; affirmed 10 W. R. 47) the clause was held to be effectual for the indemnity of the trustees (see also Pass v. Dundas, 29 W. R. 332). The lesson is that, if you want to be safe, you must specify in detail the liabilities to be excluded. As we suggested last week, there should be added a proviso setting out for the information of the trustees all the liabilities relating to management (if any) which are not intended to be covered by the clause. The reason why such a clause has not been hitherto adopted is the notion entertained by conveyancers that its insertion would endanger the security of the trust property: They treat trustees very much as the judicial "sacrificial priests' -referred to by our lively last week's correspondent-treat them-viz., as a class of imprudent, negligent, unbusiness-like, and generally evil-disposed persons, with regard to whom it is necessary to keep up every safeguard which the courts have constructed. But we think we may safely say that, in acting thus, conveyancers habitually contravene the wishes and intentions of the creators of trusts. They do not wish to make the trustees insurers of the trust property; they do desire to have as trustees persons who are known to be prudent, cautious, upright, and business-like; and it is on these qualities that they rely for the proper management of the trust property. But the direct effect of the present rules relating to trustees' liability is to prevent persons possessing these qualities from accepting the duties of trustee, and the object of the clause we proposed is to afford a means of inducing them to undertake those duties. We should add that we have not overlooked the words in brackets at the commencement of the clause sent by our correspondent: we have not quoted them because we do not at present see that they add any additional security. A trustee always accepts office on the terms contained in the trust deed, and calling one of those terms an "" express condition does not seem to make any difference.

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IT IS TO BE HOPED that the grievance referred to in Mr. HoвHOUSE'S question in the House of Commons on Tuesday with regard to the delay which occurs in printing Acts of Parliament will not be lost sight of. In former years we have drawn attention to the matter, and we have had frequent occasion to observe the delay which has occurred. It so happened, however, that when the question was asked there was no great reason for complaint. At the time of writing we believe that the last Act of this session which is obtainable in print is cap. 34, which was passed on the 23rd of last month, and has been in print since the 28th of last month-quite a creditable performance. An Act of Parliament commences from the Royal Assent, "where no other commencement shall be therein provided" (33 Geo. 3, c. 13), and as modern Acts very commonly inflict new penalties and impose new duties, it is more than "inconvenient" (as Mr. HовHOUSE mildly put it), it is unjust and unreasonable that knowledge of these penalties and duties should be withheld (as sometimes happens) for weeks after they have been imposed. What we do not understand is the reason for the delay, and who is responsible for it. It cannot be supposed that a great printing office is incapable of turning out a batch of Acts within a few days after they have received the Royal Assent. Even the necessity for care to avoid such remarkable "misprints" (perhaps not all due to the printers) as occurred in section 11 of the Burial Act, 1880, the Army Act, 1881, and in the first official issue of copies of the Bills of Exchange Act, 1882 (section 1, sub-section 2 (a)), cannot account for the lengthened delay which occurs. How soon, we wonder, is the "Parliament Roll," which is the authentic record of the Acts, made up after Acts have received the Royal

Assent?

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PROMOTERS' LIABILITY. NOTWITHSTANDING the strong dislike to the word "promoter" pressed by Lord Justice Cotton in Ladywell Mining Co. v. Brookes (35 W. R. 785), we venture to think that that word, if indefinite, is nevertheless indispensable. It is a pity that it has been perverted from its original and simple meaning. Lord Bramwell laid it down that "the word is not a word of art; it must be understood by lawyers as it would be by laymen" (Twycross v. Grant, 25 W. R. 701, 2 C. P. D. 503); but it has, nevertheless, come to include a person who agrees to purchase property on behalf of an intended company, and has, therefore, gradually had attached to it the idea of a person in a fiduciary relation to the company. This ambiguous sense of the word "promoter" renders the observations to be found in some of the text-books very misleading. It is sometimes, for instance, said that a promoter occupies a fiduciary relation to the company he promotes, and is, therefore, accountable to the company for any secret profit he makes out of his position. The decision in Ladywell Mining Co. v. Brookes lays down no new principles, but is particularly useful as shewing the different character of the liability incurred under different circumstances by a promoter (using that word, as we shall do throughout, in its original meaning) who is also a vendor to the company. the promoter bought the property which he afterwards sold to the company he bought, not for himself, but for the company afterwards formed, then the case is the ordinary one of a purchase by an agent; the contract is that of the company, and the company can only be required to pay the price for the property which their agent paid. Under these circumstances, therefore, if the promoter has resold to the company at an advanced price, the company may keep the property and call upon the promoter to repay the profit

If the circumstances are such as to shew that at the time when

he made on the transaction.

It is, however, for the company to prove the circumstances constituting the relationship of principal and agent, and one important point is, that this relationship must be shewn by the company to exist at the time of the purchase of the property by the promoter. It will not be sufficient to shew merely that some time between his purchase and the time of his resale to the company he incurred a fiduciary relationship to the company. And in order to shew such a relationship at the time of the purchase it will not be sufficient to prove that at that time it was intended that a company should be formed to take over the property; or that the promoter intended to sell the property to the company, and not to use or work it himself; or even to shew that a part of the purchase-money was to be provided for by shares of the company (see Gover's case, 24 W. R. 125, 1 Ch. D. 182); and it seems also that little weight will be attached to the circumstance that a very short interval of time elapsed between the contract of purchase by the promoter and the contract of resale by him to the company (see the judgment of Cotton, L.J., in the present case, and the judgment of Lord Cairns in Erlanger's case, 27 W. R. 65, 3 App. Cas. 1218). If it appears that the contract of purchase by the promoter was absolute, and not dependent on any company being formed, and that no part of the purchase-money was to be provided for out of the funds of the company or by means of shares of the company, but that the whole purchase-money was in fact paid by the promoter out of his own money, these facts will be strong evidence to shew that at the time of the purchase by the promoter there was no relation of principal and agent between him and the company.

But, although the promoter may not have purchased as agent for the company, he is, if he becomes a director of the company (as he always does), under an obligation to inform the company of the profit he is making, and if he does not give this information the company are entitled to have their contract for purchase from him set aside. But they are not entitled to require the promoter to hand over the profit he has made and to keep the property at the price he paid for it. Their rights, under these circumstances, are confined to having their contract for purchase set aside.

This is the case even though, owing to the fact that the property purchased is no longer capable of being dealt with, the contract cannot be set aside. In Re Cape Breton Co. (33 W. R. 788, 29 Ch. D. 795) the property which the promoter had resold to the company at a large profit had, before the commencement of proceedings against the promoter, been sold by the liquidator of the

company at a heavy loss; it was held by the Court of Appeal that, although the company would have been entitled to rescind the contract, yet, as rescission had become impossible, no relief could be given against the promoter, since he could not be treated as having been, at the time of his purchase of the property, a trustee for, or agent of, the company. In Ladywell Mining Co. v. Brookes the purchase by the company from the promoter was of a leasehold mine, but, before proceedings were taken to set aside the purchase, the lessor had recovered judgment against the company in an action of ejectment for a forfeiture; and it was held that, as rescission had thus become impossible, there was no remedy against the pro

moter.

THE LAW OF GIFTS INTER VIVOS.

VI.

Gift of a deed creating a chose in action.-"A man may give or grant his deed to another, and such a grant by parol is good. If a man hath an obligation, though he cannot grant the thing in action, yet he may give or grant the deed-viz., the parchment and wax-to another, who may cancel and use the same at his pleasure" (Co. Litt. 232 a., b.): see Kelsock v. Nicholson (Cro. El. 478, 496).

Where a policy on life or a bond is given and actually handed over to a donee, the policy or bond itself passes, but not the money secured by it: Rummens v. Hare (1 Ex. D. 169); Barton v. Gainer (3 H. & N. 387); Howes v. The Prudential Assurance Co. (49 L. T. N. S. 133); Edwards v. Jones (1 My. & Cr. 226), Where an equitable mortgage is created by deposit of deeds a gift of the deeds by the mortgagee is void: Re Richardson (30 Ch. D. 396); the reason being that the deeds are not pledged to the person with whom they are deposited; he has no property in them, and therefore cannot transfer the ownership of them, except by transferring the ownership of the charge to which they

are accessory.

But a chose in action of this nature does not pass by an instrument purporting to assign it if the instrument of title is not handed over. Thus, an indorsement on a packet of Austrian bonds which pass by delivery, signed by the owner of the bonds, The first five numbers of these Austrian bonds belong to and are the property of A.," did not pass them: Trimmer v. Danby (25 L. J. Ch. N. S. 424). See also Bridge v. Bridge (16 Beav. 315), as to the Columbian bonds.

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Bearing in mind that a court of equity never gives any assistance to a volunteer, the provisions of the 24th section of the Judicature Act, 1873, will not assist the donee of a chose in action, but the 25th section, sub-section (6), providing that "any absolute assignment by writing under the hand of the assignor of any debt or other legal chose in action of which express notice in writing shall be given to the debtor shall be effectual at law to pass and transfer the legal right to such debt or chose in action from the date of such notice applies to a voluntary transfer. Chose in action assignable in equity only.—A chose in action of the second class, which is assignable in equity only, does not pass by the delivery of the instrument creating it. Thus the money secured by a policy on life: Howes v. Prudential Assurance Co. (49 L. T. N. S. 133), Rummens v. Hare (1 Ex. D. 169), Barton v. Gainer (3 H. & N. 387); by an ordinary money bond: Edwards v. Jones (1 My. & Cr. 226); by an ordinary money bond on which judgment had been entered up: Patterson v. Williams (L. & Goo. Ca. temp. Plunk. 95); by a turnpike bond: Searle v. Law (15 Sim. 95) did not pass by the delivery of the policy or bond, notwithstanding that, in some of the cases, there was an informal written assignment of the money, and the strongest evidence of intention that it was intended to pass as a gift.

Release of debt to debtor.-There appears, however, to be a distinction where an instrument creating a legal debt is handed to the debtor as a gift, for this appears to extinguish the debt at law : Gift of a chose in action by delivery of the instrument creating Richards v. Syms (2 Eq. Ca. Ab. 617; same case, Barnard Ch. Rep. or evidencing it.-The reader who has studied the passage in the 90) (the report in 2 Atk. 319 is on another point). See this case Introduction to Conveyancing, already referred to, will observe discussed in Byrn v. Godfrey (4 Ves., at p. 10); in Cross v. that the phrase, "chose in action," is ambiguous. It may mean Sprigg (6 Ha., at p. 556); and see the observations of Turner, (1) the right to recover money; (2) the money itself which is re- L.J., in his judgment in Taylor v. Manners (1 Ch. App., at p. coverable; (3) the instrument evidencing the title to the chose in 56). Similarly the cancelling of a mortgage or a bond or the action. As a matter of convenience, in this section we shall con- destruction of a promissory note by the mortgagee, obligee, or fine the phrase "chose in action" to its second meaning. payee is some evidence of an intention to release the debt: Harrison v. Owen (1 Atk. 520); Alsager v. Close (10 Mee. & Welsb. 576); Gilbert v. Wetherell (2 Sim. & St. 254); but consider the cases collected at E. N. & C. Interpretation 21, which appear to shew that, if the deed is cancelled by the mortgagee or obligee, he can bring no action on it.

There are three classes of choses in action, which must be carefully distinguished: (1) Where the right to the chose in action passes by the delivery of the instrument; (2) Where the chose in action is assignable in equity only; (3) Where the chose in action is assignable at law.

Negotiable instruments.—A chose in action of the first class consists of the money secured by a cheque, a promissory note, a bank note, a bill of exchange, the bonds of certain foreign Governments, or other negotiable instrument; and the gift of the instrument passes the property in, or the right to recover, the chose in action to the donee McCulloch v. Bland (2 Giff. 428); Langley v. Thomas (26 L. J. Ch. 609); Bottle v. Knocker (46 L. J. Ch. 159; same case, 25 W. R. 209).

There is, however, a distinction between a cheque drawn by the donor on his own bankers in favour of the donee and a cheque drawn by a stranger and given by the donor to the donee. The former is merely an order to obtain a certain sum of money; it makes no difference whether the money is in the hands of the banker or of anyone else. It is worth nothing till it is acted upon; and, therefore, if the donor dies before it is presented the donee can take nothing, as the gift was never complete during his lifetime (see Lyte v. Peny, Dyer, 49a); see also the remarks of Romilly, M.R., in Hewitt v. Kaye (6 Eq., at p. 200); Re Beale's Estate (13 Eq. 489), both cases of donations mortis causâ; but the principle appears to be applicable to gifts inter vivos. Where, however, the cheque was presented for payment during the life of the donor, and payment was refused because the bankers doubted the authenticity of the donor's signature, it was held that the gift was valid: Bromley v. Brunton (6 Eq. 275). On the other hand a cheque drawn by a stranger "to bearer or "to order," if it be endorsed by the payee, where given by the donor to the donee, passes the right to recover the money for which the cheque is drawn, and, therefore, acts as an effectual gift.

In connection with this subject it should be pointed out that the mere fact of a creditor saying to the debtor "I forgive the debt" does not amount to a release, beecause, on an action for the debt, the defence is merely equitable: Cross v. Sprigg (6 Ha. 552); Peace v. Hains (11 Нa. 151). If, however, the debtor be placed in such a position that the debt is gone at law, these words will be sufficient: Consider the luminous judgment of Jessel, M.R., in Strong v. Bird (18 Eq. 315). There a creditor forgave a debt and appointed the debtor her executor, which released the debt at law, but not in equity: Ingle v. Richards (28 Beav. 366), and it was held that, as the debt was gone at law, so that the debtor required no assistance from a court of equity, the forgiveness operated as a gift.

written from A. to B. stating "You must know when I gave you Accordingly, where a loan had been made by A. to B., a letter the money I never could intend it as a loan, but as an absolute gift, and I hope you will live many years to enjoy it," did not amount to a release of the debt: Knapp v. Burnaby (8 W. R. 305).

Where the instrument creating the debt is not under seal, a writing under the hand of the creditor may operate as a release of the debt and thus create a gift: Ashton v. Pye (5 Ves. 350 note). See the remarks on this case at p. 354.

Whether the instrument creating the debt is under seal or not, the course of conduct of the parties may amount in equity to a release of the debt: Flower v. Martin (2 My. & Cr. 459); Major v. Major (1 Drew. 165); Yeomans v. Williams (35 Bear. 130; same case, 1 Eq. 184).

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This rule has been applied to an assignment of £3 per Cent. Bank Annuities: Colman v. Sarrel (1 Ves. jun. 50; same case, 3 Br. Ch. 12), Beech v. Keep (18 Beav. 285); where a power of attorney for the transfer of stock had, by the direction of the donor, been exercised by the trustees, in whose name it was standng: Coningham v. Plunkett (2 Y. & C. C. C. 246), or by the intending donor: Peckham v. Taylor (31 Beav. 250), but no transfer was made during the donor's lifetime; to an assignment of turnpike bonds and shares in companies: Searle v. Lane (15 Sim. 95); a canal share: Antrobus v. Smith (12 Ves. 39); East India Stock and shares in an insurance company: Dillon v. Cobben (4 My. & Cr. 647); a railway debenture subsequently converted into railway stock: Moore v. Moore (18 Eq. 474); shares in a bank: Milroy v. Lord (4 De G. F. & J. 264).

The case of Bland v. Macculloch (9 W. R. 65) presents much difficulty; probably the report is incorrect. There A. purchased debentures and handed them over to B., who lived with him as his wife, she going with him to the brokers and receiving the receipts. B. cut off the coupons as they were required and went with A. to receive the dividends. It was proved that prior to the purchase A. had promised to give the debentures to B., and had subsequently often spoken of them as being her property. It was held by Stuart, V.C., that a valid gift of the debentures had been made to B. According to the report in 2 Giff. 428 the subject of the gift was not debentures but securities passing by delivery, if this latter report is correct the decision presents no difficulty.

LEGISLATION OF THE YEAR.
PUBLIC LIBRARIES

50 & 51 VICT. c. 22.-AN ACT TO AMEND THE PUBLIC LIBRARIES

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"youth" is given, and while some judges or justices would deem any person under thirty to be a "youth," others would draw the line far more closely. The power of releasing is entirely discretionary. The court may, instead of sentencing, .. direct" that the offender be and during such period as the court may direct, to appear and receive released on his entering into a recognizance, with or without sureties, judgment when called upon, and in the meantime to keep the peace and be of good behaviour." Now what difference does this make in the law?

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In regard to indictable offences, no very great difference, as judges of assize have long had and exercised, though sparingly, the curious power, not given by any statute, of releasing on recognizance to appear and receive judgment at any time when called upon any person other offences for which a minimum punishment is prescribed by whatever convicted of any offence whatever except murder and the few statute. This power, however, was never possessed, or at least never exercised, by courts of summary jurisdiction until the Summary Jurisdiction Act, 1879, by section 16, expressly enacted that in the case of any offence punishable on summary conviction, "if the court think that, though the charge is proved, the offence was, in the particular case, of so trifling a nature that it is inexpedient to inflict any punishment," the court may either (1) dismiss the information or (2), upon convicting the person charged, may discharge him conditionsentence when called upon, or to be of good behaviour, and either ally on his giving security, with or without sureties, to appear for without payment of damages and costs, or subject to the pay ment of such damages and costs, or either of them, as the court shall think reasonable. There is no express repeal either of the common law power of the judge of assize or of the statutory power of the justices under the above section of the Summary Jurisdiction Act, 1879. Is there any implied repeal, and to what extent? the larger jurisdiction of releasing persons remains, but that in This is a very difficult question, but we think on the whole that the cases where both the old and the new law are applicable that is, where the offender is a youth and it appears to the court to be expedient to put the new Act in operation for the reasons therein given-only the new Act can be allowed to operate, and the old power to exact a recognizance to come up for judgment at any time is displaced by the more limited power of enforcing a recognizance within a fixed period.

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The supplemental powers of the Act appear to be entirely new. Under these an offender failing to observe any of the conditions of his recognizance may be apprehended under a warrant issued by any court of summary jurisdiction, and either upon remand committed to prison in order that he may be brought before the court before which he was bound to appear for judgment or released on bail. There is also a provision that, before directing the release of an offender, the court must be satisfied "that the offender or his surety has a fixed place of abode or regular occupation in the county or place for which the court acts, or in which the offender is likely to live during the period named for the observance of the

conditions.

First Offenders Act, 1887," it has seldom been our bad fortune to A more slovenly Act of Parliament than this "Probation of peruse.

This is the sixth Public Libraries Act, the first being the Public Libraries Act, 1855 (18 & 19 Vict. c. 70.) Its main provision is that which allows lending libraries to be established at the cost of the public without the obligation of maintaining a separate building for it. The Act also substitutes the borrowing machinery of the Public Health Act, 1875, for that of the Companies Clauses Act, 1845, and abolishes the rating machinery of the Towns Improvement Clauses Act, 1847, which had already been abolished as to municipal boroughs by the Public Libraries Act, 1866. There are also a set of provisions enabling "districts" in the metropolis to adopt the Public Libraries Acts, but the separate powers of separate parishes are carefully reserved. A consolidation Bill on this subject has been presented to 50 & 51 VICT. c. 29.—AN ACT FOR THE BETTER PREVENTION OF THE Parliament in many successive sessions, and the present Act shews more plainly than ever how desirable it is that such a Bill should pass into law.

FIRST OFFENDERS.

50 & 51 VICT. C. 25.-AN ACT TO PERMIT THE CONDITIONAL RELEASE

OF FIRST OFFENDERS IN CERTAIN CASES.

The preamble of this Act, the principle of which Mr. Howard Vincent, its House of Commons father, has stated to have been strongly supported in the House of Lords by the Lord Chief Justice of England, Lord Herschell, and Lord Bramwell, declares it to be "expedient to make provision for cases where the reformation of persons convicted of first offences may, by reason of the offender's youth or the trivial nature of the offence, be brought about without imprisonment." The Act itself falls short of this preamble, and confers the power to release upon probation of good conduct any person convicted of larceny or "false pretences or any other offence punishable with not more than two years' imprisonment where no previous conviction is proved, if it appears that, "regard being had to the youth, character, and antecedents of the offender, to the trivial nature of the offence, and to any extenuating circumstances under which the offence was committed," it is expedient to exercise the power. The Act, therefore, only applies to "youths" committing trivial offences under exceptional circumstances, and will have much less operation than has been generally expected. No definition of

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MARGARINE.

FRAUDULENT SALE OF MARGARINE.

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After a protracted contest upon the question whether the substance to be tabooed by the Legislature should be described as Butterine," Margarine," and a division in the House of Lords, upon the motion of Lord Denman, that it should be described as "Rine," "Margarine " properly so called, and hedges round the sale of margarine by all has won the day, and the present Act, in 13 sections, protects butter manner of restrictions. Defining margarine as meaning "all substances, whether compounds or otherwise, prepared in imitation of butter, and whether mixed with butter or not," it enacts that no such substance shall be lawfully" [what is the use of the word "lawfully"] sold, except under the name of margarine, and under the conditions set forth in the Act. The words "prepared in imitation of butter" raise a considerable doubt. Do they mean fraudulently prepared,' so that no conviction can be obtained unless the dealer can be shewn to have had an intention to deceive? or do they mean merely "prepared so as to resemble," so that a conviction may take place irrespective of the intentions of the dealer? Taking the words by themselves, we think a court would give the more favourable construction to them, and even taking them in connection with the leading sections of the Act, we rather incline to the opinion that the more severe construction ought not to prevail. The title of the Statute, it is hardly necessary to point out, cannot be relied on. The conditions of dealing are that packages containing margarine must be marked "margarine"; that imported margarine and margarine forwarded by any public conveyance must be duly consigned as such, and that

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