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Lows. Wérrrsn, Irlam, nr War-rington, Chemist. Manchester. Pet Sept 7.
O d t 16

McMII.lLAN?gAMEs, Chorlton upon Medlock. Draper. Manchester. Pet Aug 6.
Ord Sept 15

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Wi: iiava RECENTLY PUBLISHED several letters on the Land Transfer Bill, which we believe afford a fair index of the views on the scheme of the Bill which are entertained by a large section of country solicitors. We propose hereafter to consider in some detail the objections which have been raised, but in the meantime we desire to point out that the Bill is likely to be in hand again before the close of the present year, and that it is extremely desirable that there should be an early and general expression of opinion with regard to its provisions on the part of the profession. It is not less desirable that there should be practical unanimity in this expression, and we think it is worthy of consideration whether this would not be best achieved by a conference of representatives of the country law societies and the council of the Incorporated Law Society: If such a conference could be arranged for_ next month we believe it_is possible that the resolutions arrived at might not be without some influence on the form of the Bill to be introduced next session.

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In THE rnssr-zivr CONDITION of landed estates, both as regards letting and sale, it may be useful to direct the attention of advisers of landed proprietors to the success which has attended recent sales by auction of outlying portions of estatcs in small plots. Where any part of the property is situate near a town or large village, it is surprising with what eagerness the lots are competed for and what prices are realized. A paragraph has recently gone the round of the papers relating the results of such a sale made at Frome by the Marquis of Barn. Fifty building sites are stated to have been sold at prices ranging from £205 to £310 per acre. We are acquainted with other instances in which the result of similar sales has been equally successful, and the transactions connected with them were completed without any ditficulty or delay. It is not_ building sites merely, but small closes of freehold land for agricultural or garden purposes which meet with a ready sale. The conditions of sale, of course, restrict the title in the case of lots below a certain acreage, and even, in some cases, dispense with an abstract, substituting only a statement sufficient for the preparation of a conveyance; and, where the land is old family property, these conditions are not found at all depreciatory. We think that a suggestion on the part of the family solicitor is in many cases only necessary to extend this practice, which is often both particularly convenient to the landed proprietor and also advantageous to the inhabitants of the district.

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Accoanino ro a local paper, the Bolton Incorporated Law Society has taken the extreme step of resolving, at a special meeting held on the 22nd ult., to present a memorial to the Chancellor of the Iluchy of Lancaster praying for the removal of the county court ]“‘_lg9 of the district. We presume, from the fact of the application being Proposed to be made to the Chancellor of the Duchy, that the removal referred to is removal from the county court bench, not removal to another district, the power for which is, by 21 & 22 Vict. c. 74, s. 1, vested in the Lord Chancellor. We cannot pretend to any information with regard to the circumstances which were alleged in support of the resolution of the society beyond that derived from a very brief report of the meeting, and we should, therefore, not be j ustified in expressing any opinion on these allegat1°lJB- It strikes us, however, that the application to the Lord Chancellor under the above-mentioned provision would possibly have been the preferable course. The power of removal from the ben_ch is contained in section 18 of the County Courts Act, 1846, which provides that “ it shall be lawful for the said Lord Chancellor, °1'i Where the whole of the district is within the Duchy of Lancaster,

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for the Chancellor of the said Duchy, if he shall think fit, to remove for inability or misbehaviour any such judge already appointed or hereafter to be appointed.” If the memorial should be presented, there will, we suppose. necessarily follow a semi-judicial inquiry. In E.1:parteRamsliay (18 Q. B. 173) it was laid down that the Chancellor has authority to remove a county court judge only on the implied condition, prescribed by the principles of justice, that he hears the party accused; he cannot legally act upon such an occasion without some evidence being adduced to support the charges;_and he has no authority to remove for matters unconnected with inability or misbehaviour in the otfice of county court judge. But where the party complained against has had a fair opportunity of being heard ; where the charges, if true, amount to inability or misbehaviour, and where evidence has been given in support of them, the courts cannot inquire into the amount of evidence or the balance of evidence, the Chancellor, acting within his jurisdiction, being the constituted judge upon this subject. It will be interesting to know, in case this semi-judicial inquiry should become necessary, what course Lord Joiiiv MANNER8 will adopt with regard to it. There are obvious disadvantages in the holding of such an inquiry relating to the conduct of a judge before a layman unacquainted with legal matters and imaccustomed to dealing with evidence.

Sm CHARLES Riisssnn, in his speech at the dinner of the Shorthand Congress, strongly urged the necessity for attaching to every court an oflicial shorthand writer, and he seems to have based his suggestion largely on the expediency of substituting shorthand notes for the notes at present taken by thejudges. “Anyone,” he said, “ who was obliged to be much in those courts [i.e., at Nisi Prius] would know that, however painstaking the judge, the more painstaking he was, the more time he occupied in taking down in great detail points of the evidence. A judge might be a very excellent judge, and yet a very bad penman. He thought he had known some such. And a judge had not got the gift of foresight. When a case was opened, and when the first witness was being examined, the judge could not tell intuitively what part of that particular witness's evidence would or would not be important. The result was that he took down in great detail and in longhand, or with such rude abbreviations as his practice had suggested to him, evidence which, in the result, turned out to be of no earthly value whatever in deciding the merits and justice of the case; whereas, if there were a professional shorthand writer who was rattling along just as the witness was giving his evidence, and who would be able to produce and to read out from his note-book a particular point or part of the evidence which became important at a later stage of the case, an enormous amount of public time would be saved." The suggestion of official shorthand writers was propounded by the late Mr. Justice Pnsnson when an application was made to fix a day for the hearing of the great case of Baalischa Anilin und Soda Fab-rik v. Le-vmstein. H_e took occasion to remark that “he thought it would be very desirable to have an oflicial shorthand writer appointed to the court.” And the Committee on Legal Procedure in 1881 reported that, “in the interest of suitors it is desirable that an official record of the proceedings should be obtainable”; and they formulated 8 11116 01 court providing that “oflicial shorthand writers, one or more, shall be appointed to attend in each court; a note of so much of the evidence and of such proceedings as the court or a judge shall direct shall be taken in every case. While we think there is good reason for saying that a shorthand note ought to be taken of the proceedings at the trial of an action, we should hesitate, without much further consideration, to ll1d0I'B6 Sir Cusxnas Rvssr:LL’s proposal for the abolition of the necessity for a judge’s taking notes of the evidence. And we rather doubt; the expediency of appointing an oflicial shorthand writer to each court. We question whether either Sir Crrannns Russell. or his predecessors in the suggestion of oflicial shorthand writers quite appreciated the practical difliculty which is to be apprehended in case an oflicial shorthand writer at a fixed salary is appointed. Would such an official be likely to transcribe with the expedition which is often necessary? Would he be likely to furnish a transcript for counsels’ use next morning? He would have _a monopoly, and although he would, of.c_ourse, be paid for his transcript, there would be no competition to keep him up to


the mark as regards time. It is to be observed, however,_ that there has long been an official shorthand writer in the Admiralty Court, appointed and sworn by the court to take notes of evidence. It wouldbe interesting to learn how the system works in that court.

THE Bn.r.s or BALE Aer, 1882, among its other brilliant acts and omissions, failed to define what was meant by the term “debenture” used in section 17, which excludes from the operation of the Act “ debentures issued by any mortgage, loan, or other incorporated company, and secured on the capital, stock, or goods, chattels, and effects of such company.” The consequence has been a good deal of uncertainty, not merely in the profession, but on the bench. The conclusion, which was soon arrived at, that section 17 does not apply to a debenture trust deed comprising chattels, and the practical impossibility of framing such a trust deed in the statutory form, led to the general practice of abandoning reliance on a covering deed as regards personal chattels, and inserting a charge in the debentures. But there remained many points open to question as to these charging debentures. In Ross v. A1-my and Navy Hotel 0'0. (35 W. R. 40) it was held, both by M:-. Justice KAY and the Court of Appeal, that new debentures issued by a company (owing to the discovery of the invalidity of the covering deed relating to their old debentures, which had not been registered as a bill of sale), whereby the company purported to charge on its undertaking and all its property, real and personal, the amount due on the original debenture, were within section 17. That decision, however, was between grantor and grantee, and was said by Gaovn, J., in Jenkinson v. Brandley Mining Co. (35 W. R. 834) not to “decide any question affecting third parties.” In Edmomls v. Blame Furnaces Co. (35 W. R. 798) a company executed an agreement whereby the company covenanted, in consideration of a loan, to pay each of the lenders the sum advanced, with interest ; and, as security, charged all its undertaking, property, estate, and efiects of every kind. The agreement contained certain other clauses of the kind usually found in instruments ordinarily known as debentures. Here, therefore, the security in favour of the several lenders was comprised in a single document, and there were no separate instruments issued to each lender. Yet Mr. Justice Carrrr held that the agreement wasa “debenture” within section 17, basing his decision on the considerations that the agreement was an acknowledgment of a debt ; the company was to pay the debt to each of the lenders separately, and the security was made to all the lenders pm-i passu upon all the undertaking, property, estate, and effects of every kind,

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Separation deeds have t\vo objects. Primarily they are meant to effect the separation of husband and wife, but, as subordinate to this, they usually contain various pecuniary arrangements. In the former respect they came till recently within the cognizance of the ecclesiastical courts, while the parts relating to property naturally belonged to the temporal courts. This division of jurisdictions, perhaps, gave rise to the diificulties which have beset the question, but the influence of the temporal courts certainly facilitated its present settlement. In the ecclesiastical courts there was no hesitation ; separation deeds were simply and purely illegal. The law is thus laid down by Sir W. Scott in Jllortimer v. Mortimer (1820, 2 Hagg. Consist. Rep. 318) :—

“ This court considers a private separation as an illegal contract, implying a renunciation of stipulated duties—a dereliction of those mutual ofices which the parties are not at liberty to desert—an assumption of a false character in both parties, contrary to the real status persona, and to the obligations which both of them have contracted in the sight of God and man, to live together ‘till death do them part,’ and on which the solemnities both of civil society and of religion have stamped a binding authority, from which the parties cannot release themselves by any binding act of their own, or for causes which the law itself has not pronounced to be sufiicient and sufficiently proved."

It may be supposed that the matrimonial law as thus laid down, which had long been in operation, suggested the question of public policy to the temporal courts. However, it is stated by Jacobs in his note to Roper (vol. 2, p. 273) that this view of the nature of separation deeds does not seem to have presented itself to the courts until a very late period, and, indeed, in Hunt v. Hunt (1861, 4 De G. F. & J . 221) Lord Westbury remarked that such deeds had not been against the policy of the common law since the Reformation. Accordingly there were several cases in the last century decided in favour of the deed. Thus in Guth v. Gull: (1792, 3 Bro. C. C. 613) the Master of the Rolls felt no difllculty in decreeing specific performance of articles of separation, at the suit of the wife, to allow her the separate maintenance agreed upon, although the husband offered by his answer to receive her again. Subsequently, however, the courts were troubled by the technical difficulty of the wife’s incapacity to contract. and with the doubt thus raised was mingled a general distrust of the tendency of the whole matter. Thus in Legard v. Johnson (1797, 3 Ves. 352) Lord Loughborough expressed himself against the decision in Guth v. Gufli, and, after a fresh review of the cases, he said it was the only one supporting the jurisdiction of the court over a contract between husband and wife simply. Inasmuch» however, as the temporal courts had only to deal with the subsidiary pecuniary arrangements, it was possible to overcome this objection by introducing trustees on behalf of the wife, and in Rodney v. Chambers (1802, 2 East. 283) it was laid down as decisively settled that a covenant by the husband with trustees 5° pay the wife a separate maintenance was good. This was referred to by Lord Eldon in St. John v. St. John (1805, ll Ves. 532), where he pointed out that the question had never been put upon thfl covenant of the husband and wife, but that the court bad always put it upon that between the husband and the trustee. He laid stress upon the covenant of the trustee to indemnify the husband against the wife’s debts, saying that the existence of this ought W have reminded the court that those who framed these instrument! had no idea that the wife herself was bound. But, althou8h he must, in obedience to Rodney v. Clm-mbers, enforce the covenant with the trustees, yet he doubted whether covenants with such objects ought to be the foundation either of an action or of specific performance :—

“ That doubt has long had place in my mind. If this were m i'nte9"“i untouched by dictum or decision, I would not have permitted such B covenanttobe the foundation of an action, or of a suit iii this court. But if dicta have followed dicta, or decision has followed decision. ithe extent of settling the law, I cannot, upon any doubt of mine as to whsfi °“8ht Originally to have been the decision, shake whet is the settled 111W upon the subject.”

It is clear, then, that the contract with the trustees was origilmni l'_e8l"d9d by the courts as a purely mundane matter to be trelfted like any other contract, though when the question of public p0llGYi in imitation of the ecclesiastical law, was pressed upon them» they would have been willing to entertain it, at any rate in Chancery, had not the law been already too firmly settled. This is Well illustrated by the judgment of Sir W. Grant, M.R., in Wmvflll 'Jflwb (1817. 3 M61‘. 256, at p. 26s). After stating that the court


would not carry into execution articles of separation between
husband and wife, he continues :—

" It should seem to follow that the court would not acknowledge the validity of any stipulation that is merely accessory to an agreement for separation. The object of the covenants between the husband and the trustee is to give efficiency to the agreement between the husband and the wife; and it does seem rather strange that the auxiliary agreement should be enforced, while the principal agreement is held to be contrary to the spirit and the policy of the law."

He could not deny, however, the validity of engagements entered into between the husband and a third party, although originating out of, and relating to, that unauthorized state of separation in which the husband and wife had endeavoured to place themselves.

But while the courts were thus shewing a desire to introduce, ifpossible, the ecclesiastical law under the guise of public policy, there were not wanting persons of greater enlightenment who saw that a true public policy tended in the opposite direction. After reviewing the above and other cases, Jacobs concludes the note already referred to as follows :—

“Whatever may be the ultimate decision of this question, it can scarcely be contended that the rule which allows deeds of separation is in all cases productive of unmixed evil. And it may be doubted whether there is any principle of policy which requires that matrimonial disputes (unlike all others) should never be settled by private adjustment, and which renders it better to litigate than to compromise them.”

But as it had been settled that the auxiliary provisions were good, it was hardly worth while to keep open the question of public policy, and in subsequent cases, such, for example, as Bateman v. Ross (l Dow. 13-5), even Lord Eldon was content to admit the validity of the agreement. Finally the matter was settled by the House of Lords in Wilson v. Wilson (1848, l H. L. O. 538). There the real question was faced, whether the deed of separation was in itself so bad as to invalidate the arrangements of property arising from it. Without examining again into the question of public policy, it was pointed out that in Jones v. Waile (9 Cl. & F. 101) the execution of the deed by the husband had itself been held to be a good consideration for an agreement by a third person to pay a sum of money towards debts for which the husband was solely liable. If this was so, it could hardly be now held that the deed itself was bad, and it was recognized that a long train of authorities at law and in equity had proceeded upon the same ground. More recently it has been held, in Ha/rt v. Ha/rt (18 Ch. D. 670), that specific performance of an executory agreement for the separation deed will be ordered, and no question can now be raised upon the public policy of such deeds.

The case is different, however, with regard to deeds providing for a future separation. As to the invalidity of these there is no doubt, and'so the question was treated both by the Lord Chancellor and by Lord Eldon in Westmeath v. Wlzstmeat/i (1830, l Dow. & Cl. 541, 545). Finally, as asuccinct account of the whole inatter, we may quote from the udgment of the late Sir G. Jessel in Besant v. Wood, already referred to (p. 620) :—

“ For a great number of years both ecclesiastical judges and lay judges thought it was something very horrible, and against public policy, that the husband and wife should agree to live separate, and it was supposed that a civilized country could no longer exist if such agreements Were enforced by courts of law, whether ecclesiastical or not. But_a change came over judicial opinion as to public policy; other considerations arose, and Peoplo began to think that, after all, it might be better and more beneficial for married people to avoid, in many cases, the expense and the Bwndal of suits of divorce by settling their differences quietly by the B-ld of friends out of court, although the consequence might be that they would live separately, and that was the view carried out by the courts When it became once decided that separation deeds per se were not against public policy." ‘

But, though the general question of policy is thus settled, there are difliculties in the contract itself, both as regards the actual "Pflration and the pecuniary arrangements arising out of it. With these we shall deal in our next article.

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50 & 51 Vici‘. 0. 26 -AN A01‘ T0 Pnovinn COMPENSATION TO TILE OCCUPIERS or Annorirnnrs AND Cornea GARDENS roa Cncrs LEI-‘T IN THE GROUND AT THE END or THEIR TENANCIES.

This Act must be carefully distinguished from the “Allotments Act” of the same session (50 & 51 Vict. o. 48), for whereas that Act_ may not come into operation at all unless the local authorities so desire, the present Act, so far as it extends, is of universal operation. It may be briefly described as a new Agricultural Holdings Act in miniature, applying only to parcels of not more than two acres in extent “ held by a tenant under a landlord and cultivated as a garden or as a farm, or partly as a garden and partly as a farm.” The tenants of all such holdings are, by section 5, entitled upon the determination of their tenancies, “ notwithstanding any agreement to the contrary,” to obtain from their landlords compensation for

Ci-_ops,_ including fruit. growing upon the holding in the ordinary course of cultivation, and for fruit trees and fruit bushes growing thereon which have peen planted by the tenant with the previous consent in writing of the land0


Labour expended upon and manure applied to the holding since the taking of the last crop therefrom in anticipation of a future crop.

Drains and any outbuildings, pigsties, fowlhousea, or other structural improvements made by the tenant upon his holding with the written consent of his landlord.

The 18th section provides that no claim is to be made under the Agricultural Holdings Act, 1883, for anything to which this Act applies, and, further, that“in any case in which the provisions of that Act and of this Act conflict the provisions of this Act shall pre vail." This latter provision will occasion considerable difliculty, as it will often be hard to say whether the two Acts “ conflict ” or not. Do they conflict, for instance, where one Act contains a special pro vision as to a matter on which the other is silent P The present Act, for instance, fixes no basis whereoii to assess the amount of compensation. The Act of 1883 fixes the basis of “ value to an incoming tenant." On the whole we think there is no conflict here, and that the Act of 1883 can be read in to assist the valuers. It is to be observed, too, that the present Act docs not, as does the Act of 1863, bar claims under the custom of the country.

With regard to arbitration, it is provided that if the parties cannot agree upon the compensation or concur in the appointment of an arbitrator, they, or either of them, may apply to‘ the district justices of the peace, who are to appoint “one of their number not being interested in the holding,” or other competent person not interested, to act as arbitrator, whose consent, by section _9, is in all cases in which it is practicable, to be obtained to act without remuneration. His award, by section 16, “ shall be final and conclusive in every case ; and neither the submission to arbitration nor the award shall be made a rule of any court, or be removable by any process into any court.” The Act of 1883, it will be remembered (see section 22), contains a similar provision, but section 23 allows an appeal where a claim exceeds £100. It was probably thought that, in the case of the small holdings to which this Act is applicable, the claim could _never be so large as to justify an appeal. The compensation money is, by section 17 (which follows section 2-1 of the Agricultural Holdings Act, 1883), to be recoverable by order of a county court judge, and the Act does not provide, as does section 48 of the Act of 1883, that an order of a county court judge shall not be removable. _ _

It only remains to observe that the Act 1s_ not confined in its application to labourers, but_applies to all tenancies whatever of land not amounting to two acres in extent.

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adequately considered the subject must EPPTO 9' 7 thl?eT;it in order to obtain the “absolute ” or “ qualified ” H1519» an oflicial investigation is rendered necessary.


2. The process of “ confirmation” of the possessory title. _ _

It is rhaps unnecessary to point out that this “ absolute ” title is not tom absolute at all, but that the “ absolute” title of Lord Cairns’ Act is, by the Bill in its present form, transformed into a quasi-guaranteed title—the guarantee being, in several important respects, unsatisfactory. _ _

If the nature of the “ absolute title ” had no‘. been changed, it is dificult to see how an oflicial investigation prior to first registration could have been avoided. But I am convinced that no ofiicial investigation is necessary prior to the registration of a “ guaranteed title," even supposing that the guarantee were made in reality, and not in name only, an indemnity. It is not necessary that the first registered proprietor should himself have the benefit of the guarantee, all that is requisite being that a grantee for value from him should have the benefit of it. Thus there exists no reason why the irwesfigalion should not he made by the solicitor of the first registered flroprietor. A suggestion to this effect is contained in Mr. Brickda e’s extremely valuable book on registration of title.

The investigation by the solicitor of a purchaser would, without doubt, be more agreeable to the latter, and also less expensive than investigation by oflicials. Experience of the present practice of conveyancing proves that it would also be safe. Why, then, sacrifice the interest of both the public and the profession?

The scheme for confirming apossessory title has been very generally condemned. The process could not be cheap because of the “prescribed” aifidavits, advertisements, &c., to say nothing of the objections which might be raised. Neither would the process be just, for it is easy to see that parties interested in the land would in many cases never be directly communicated with, and common sense suggests that a newspaper advertisement (perhaps hemmed in by scores of others) cannot be a precaution worth the name. Would it not in fact be merely a sort of inferior excuse for confiscating the rights of innocent parties ?

I have only dwelt as concisely as possible upon two out of many features of the Bill which are objectionable. I would, however, particularly commend the consideration of these to my professional

rethren on public as well as on professional grounds.

Sept. 27. Coimrar Snnscainaa.

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In the case of Ernmanuel College v. (Jhichuter, before Charles, J .,on the 23rd ult., the _question arose as to th_e_ form of an order restraining a tenant and his sub-lessee from_depositing rubbish on a farm. It was a nic_tion on behalf of the plaintiffs to restrain the defendant, William Ogiichester, the tenant of Hyde Farm, Clapham, from committing breaches cl a lease granted _to him by theplaintifis on tne 18th of June, 1830, and sh so to restrain Cbichester and his sub-lessee, Isaac Haskings, and each of

em, and their respective servants, agents, and workmen, from cutting or 0??-:1!1g turf, or permitting turf _to be out or carted, upon or from any part o t e land comprised m the sail lease, and from depositing or spreading, or permitting to be deposited or spread, and permitting to remain, any gravel, earth, or rubbish upon any portion thereof, or permitting to be done any not or thing whereby the grass on the surface of the said land might be injured. Kekewich, J ., had granted an mm»-im injunction. For the plaintiffs it was said that the farm was chiefly used for tennis, cricket, and football grounds, and the defendants were using the land in such a {Dunner that it could not be let for such purposes. The words in the interim order, and permitting to remain," were mandatory, and should be struck out, but otherwise the plaintiffs were entitled to an order. The defendants did not appear.

CHARLES J. conti d th ' ' 1;‘ ' ' striking out thd mandirtlbiy woiddw giid ;)eIi'ui1il21tiligttloaireiori.aihul;§(6o555:5 Wnyyztt. Soniciroiis, Reg:/rarer, Phillipa, 4- Golding. i

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— V W On behalf of the laintiffs reference was made to 30 & 40 Geo. 3, o. 36, as to making thegvank a party, and to Temple v. The Bank of England (6 Ves. T69). The plaintiffs did not know the exact description of the stock, but Orange was not a common name, and he was a clergyman, and that was sufilcient to prevent the bank making a mistake. The bank did not object to being made a party, but it was contended on their behalf that it was the invariable practice to require persons claiming stock to give the description and the amount in a notice to the bank before the court would restrain a transfer. There were thirty different kinds of stock, and if the bank made a mistake and refused to transfer stock not the subject of the injunction they would be liable in damages. The proper course was to ascertain what the stock was to which the order was to be applied. Reference was made to 5 Vict. c. 5, s. 5, and ord. 46, rr. 2, 3, and -1. Under the Act of Parliament and the Rules the bauk should be informed of the particular stock which was sought to be restrained.

CHARLES, J ., said that the practice referred to might be right, but it was not ap licable to the present case, where a customer, very clearly identified), wanted to restrain the bank from parting with stock for a limited time. The question he had to decide was whether the stock was sufllciently ideiitilied. He thought that the words “iii the name of Thomas Orange, St. Lawrence, Jersey, clerk in holy orders, deceased," did suificiently describe the stock. He made an order restraining the Bank of England over the 28th inst. from the transfer of any stocks or funds standing in the name of Thomas Orange, of St. Lawrence, Jersey, clerk in holy orders, deceased. The plaintiffs being out of the jurisdiction, some responsible person must sign an undertaking in damages, otherwise there would be no order.—Cou.\'ssi., Bush, Q,.O., and Seddon ; Latham, Q.C. Sonicirons, Johmon, Budd, Q Johnson ; Freshfielda.

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In the case of The Howe .l[av/lino Ca. (Limited), before Charles, J ., on the 28th ult., the question arose as to the right of a shareholder to a compulsory winding-up order, where a resolution to wind up the company voluntarily had been passed before the petition was presented, but had not been confirmed until afterwards. The petitioner was J . E. Hodges, holding 319 ordinary shares of £3 each in the company. The company was formed in 1873 ; its object was to manufacture and sell sewing and other machines ; it had ofilces in London auda manufsctcry at Glasgow. There were 20,000 ordinary shares issued and taken up of the value of £3 each. On the 29th of August, 1887, a special resolution was passed by fifty-eight shareholders holding 12,176 shares against four shareholders holdmg 1,090 shares, to wind up the company volutarily, to appoint J. Clark, H. B. Doo, and George Richards, directors, to be provisional liquidators, and to approve of a proposed agreement to sell the property of the compauyto Alfred Woodrow, as trustee for a new company, for £10,000, the new company taking over the debts and liabilities of the old company. On the 31st of August notice was given that a meeting would be held on the 16th of September to confirm the resolution. It stated that a resolution had been passed by persons holding 12,176 shares to wind up the company voluntarily, that a company was being formed to buy the proper?-1» find the approval of the meeting was required of an agreemeutto sell the propertl’ to the new company for £10,000, the new companytotake over the debts and liabilities ; the agreement could be seen at the company‘s ofllces. On the 16th of September this petition was presented, and on the same day the second meeting was held, shareholders holding 4,713 shares approving 31° agreement, and shareholders holding 3,363 shares dlB86lltll'l%. 1:05 the petition reference was made to the West Surrey Tanning 6'0. (2 q. I31), R‘ T/is 00:4 Co. (11 Ch. D. 701), and section 145 of the Companies act. 18_6?~ It was said that the real purchaser was J. C. Chaplin, the K100581115 director of the company. This was not known at the first meeting. 01! the 31st of December, 1886, a report was issued showing that the asset! of the company consisted of £67,221 17s. 6d. If the compfll-‘KY W“ “mud up by the court each shareholder would get £3 per share after payment of all liabilities, and there would be £7,221 17s. 6d. surplus. If the agr6¢' ment was carried out the shareholders would get 2s. 6d. cash per share, and perhaps ‘Ts. 6:1. per share more. Out of the 12,176 shares, Chaplin held 7,000. He was an interested person. It was now admitted that Woodrow was a nominee of Chaplin, and that in effect Chaplm was $119 new company. The provisional liquidators were not independent petflvllli there should be a compulsory order, and two independent p@!B?I15 appointed liquidators. The order would relate backtothe presentation of the petition: section 8-1 of the CompaniesAct, 1862. For the resP°“d' ents reference was made to sections 95, 129, 133, 138, 145, 161, aiid 162 °f the Companies Act, 1862. It was said that the company was msolvent, and no better price could have been obtained than that offered by C_l15Plmi the transaction was bond firle, but now Chaplin had withdrawn his offerThe resolution, however, to wind up voluntarily WM 80°41, andhe Pm’ visional liquidators should be retained.

Oiiaauzs, J ., said that in this case the petition of Mr. Hodges WM Pl'°' sentcd before the resolution to wind up the company voluntarily WV!-I-5 0°11‘ firmed, so he had not to consider the legal effect of section 14'a_ Of ihc Companies Act, 1862, which referred to a petition after a resolution 1154 been confirmed. The sequence of events here was exactly the samB_ 89 1” the West Surrey Illnning U0. (2 Eq. 737): a special resolution to wind_up the company voluntarily was passed but not confirmed; in T-he memmme a petition for a compulsory winding up was presented, so he did not feel that he had to decide any question under section 145. The qesfion 11° bf“! to decide was whether he ought to make a compulsory Ord“: °' .31“ effect to the wishes of shareholders as expressed at the two meeting! BPP°l1\fin8 $11956 gentlemen provisional liquidators. He thought he 0118 l

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