have read are considered as evidence of the intention of the legislature in the construction of the language of the act. If the bill assigned is to be conclusive evidence of the action of the legislature, it would seem to be wise to make it sure that this bill should be the same as that which was voted on. There are many chances of error in copying and there are chances of misreading of manuscript as in the case in our own reports in which Dunn's Mills was mistaken in a statute for Dennis' Mills and the punctuation in manuscript is notoriously uncertain. A printed copy is easily read and errors in printing are easily detected. If the bill signed and filed were one of the printed copies of the bill laid before the members on the final passage we should be certain that it was in every respect the bill that was really passed as the manuscript, and we should avoid the absurdity of giving conclusive effect to a copy instead of to the original paper agreed upon by the legislature. It may give force to these suggestions to refer to a recent case in North Carolina, Carr v. Coke,1 in which it was held that fraud in procuring the enrollment of and signature to a bill different from that which the legislature has actually voted for, is a matter which the courts cannot remedy, either by ordering its removal from the files of the Secretary of State, or enjoining him from delivering a copy to the public printer.2

THE ATTORNEY-GENERAL ON REFORM IN THE APPOINTMENT OF RAILWAY RECEIVERS. In his report to Congress the Attorney-General says:

The Northern Pacific Railroad litigation has called attention in a striking way to the necessity which has long existed of legislation to regulate the appointment of receivers and judicial sales of railroads, parts of whose lines are in different circuits. Public, as well as private, interests require the preservation of the unity of such lines in their management pending the foreclosure, and in their sale. This can now be accomplished only by harmony of action among the courts of the various circuits, but the appointment of receivers and the repetition of orders in each circuit cause a multiplication of trouble and expense which can well be avoided. When, however, the different courts refuse to co-operate, not only are public and private interests in the property imperiled and costs more greatly multiplied, but there is constant risk of scandal from which the administration of justice should be kept free. There seems to be a general demand for relief. It can readily be afforded by providing that suits to foreclose mortgages or appoint receivers of such railroads shall be brought in the circuit where the principal operating offices are, or in the circuit in which the chief terminals are situated, or in that containing the greatest length of track, or full jurisdiction might be given to the court in which suit is first brought.

These observations were drawn out by the conflict among several Federal courts in regard to the receivership of the Northern Pacific

1 28 L. R. A. 737; 29 Am. Law Rev. 734; 30 Am. Law Rev. 115.

2 See, however, Walnut v. Wade,

102 U. S. 389; Ottawa v. Perkins, 94 U. S. 260; Post v. Supervisors, 105 U. S. 667.

Railroad. We are unable to state the facts of that conflict in detail. It began with an improper exercise of jurisdiction by the Circuit Court for the 7th Circuit at Milwaukee, where receivers were first appointed. The Northern Pacific Railroad Company owns no property in that circuit, but operates a leased line there. Its principal offices are at St. Paul, in the 8th Circuit. The receivers So appointed evidently proceeded upon the idea that they possessed a sort of suzerainty over that railway system, extending from St. Paul to the Pacific Ocean and lying mostly in the 8th and 9th Circuits. They found their mistake when Mr. Circuit Judge Caldwell, sitting in the 8th Circuit at St. Paul, required them to pay certain meritorious claims, which he had always held to be preferred claims, on pain of being dismissed from their offices within his circuit and other receivers appointed in their stead. They learned a similar lesson from the United States Circuit Court sitting in the 9th Circuit in the State of Washington. The manner of dealing with insolvent railways is a very large question, manifestly too large for State action except in the case of railways which lie wholly within the limits of a single State. We have half a notion that the best way to deal with it would be for Congress to clothe the Interstate Commerce Commission with judicial powers, constituting it a sort of railway court of bankruptcy, under such safeguards as should maintain, on the one hand, the right of the public to have the insolvent interstate railroad safely operated, and such as should on the other hand, conserve, as far as possible, the rights of creditors according to their respective priorities. Manifestly no legislation on the subject should be attempted without a careful and thorough study of it.

RIGHT OF A PARTNER TO MAKE EXTRACTS FROM PARTNERSHIP BOOKS FOR THE PURPOSE OF COMPETING WITH THE OLD FIRM.- We take the following from the Law Times (London):

The House of Lords, on the 5th inst., decided a point of great importance raised in the case of Trego v. Hunt,1 relating to the right of a partner, during the subsistence of the partnership, to make copies of entries in the books with the expressed intention of using the same, after the partnership had determined, to assist him in competing with the old firm. Mr. Justice Stirling had decided, on the 8th of February last, that he was entitled so to do, and this view was upheld by the Court of Appeal on the 20th of February. Both Mr. Justice Stirling and Lord Justice Lindley expressed their regret that they were con

1 72 L. T. Rep. 269 (1895); 1 Ch. 462.

strained to decide thus, but they felt that the case of Pearson v. Pearson,1 which overruled the earlier case of Labouchere v. Dawson,2 had left them no alternative. Trego v. Hunt was taken up to the House of Lords just before the Long Vacation, and Lords Herschell, Ashbourne, Macnaghten, and Davey delivered their considered judgment, as was observed before, on the 5th inst., thereby reversing the decisions of the courts below, overruling Pearson v. Pearson, and framing an injunction in the form adopted in Labouchere v. Dawson, with slight verbal modifications to suit the circumstances. The facts in the Trego case were as follows: The plaintiff, Mrs. Trego, entered into partnership with the defendant Hunt to carry on the trade of a varnish and japan manufactory for seven years, expiring on the 1st January of next year. There was in the articles a clause providing that the good-will of the business should remain and be the sole property of the plaintiff. There were also the common clauses providing that entries should be made in the books of all dealings relating to the business, and that each partner should have full access thereto, and should "be at liberty to inspect the same and take copies thereof or extracts therefrom at all reasonable times." The defendant proceeded to employ a clerk to copy out the list of customers, and accordingly the court was moved for an injunction restraining this course of action.

Briefly put, the above comprise all the relevant facts. The view which commended itself to the court below was, that the defendant, in so doing, was not acting outside his powers, and that, inasmuch as the cases showed that he might carry on a similar business and solicit customers of the partnership firm, there was nothing to prevent him keeping a record of the firm's clientèle. It was further contended that a partner could commit to memory the names and addresses of customers, and that extracts from books were merely accessories to this power. It is clear that in this case the defendant was not about to make any use of the books which would be detrimental to the interests of the subsisting partnership, for the simple reason that the information he had obtained was not intended for use until the partnership had determined; he was consequently held to be doing nothing beyond what the courts had held to be permissible.

The case of Pearson v. Pearson, which tied the hands of the courts below, was one in which A. had sold to B. his interest in a partnership business stipulating for freedom in carrying on a similar business where he should think fit. A. set up his business as contemplated, and issued a circular soliciting the customers of the old firm. It was held (reversing Mr. Justice Kay), by Lords Justices Baggallay, Cotton, and Lindley, that A. was entitled to do this. It will be seen that this is a case where the good-will of a business had been sold, whilst in Trego v. Hunt the agreement was that it should exclusively remain the property of one partner. Lord Herschell in his judgment expressly holds that the obligation is the same in both cases. Labouchere v. Dawson, was cited during the Pearson case, and as regards Lords Justices Baggallay and Cotton was expressly disapproved; Lord Justice Lindley stating his belief in the principle involved, but distinguishing its applicability. There A. and B.

1 51 L. T. Rep. 311; 27 Ch. Div. 145. 225 L. T. Rep. 894; L. Rep. 13 Eq. 322.

2 Ubi sup.

4 Ubi sup.

5 W. N. 1895, pp. 153-8.
6 Sup.

Sup.

had carried on business together as brewers. On A.'s death the business and goodwill were sold as a going concern to C. B. afterwards proceeded to set up a brewery, and solicited the old firm's customers to trade with him. Lord Romilly held that, while the defendant was clearly entitled to set up on his own account, and to solicit the public at large, he had no consequent right to solicit individuals who had been his customers during the existence of the partnership. Ginesi v. Cooper,1 came before Jessel, M. R., and he concurred with this view, and indeed carried it so far as to hold that the vendor of a good-will had no right to deal at all with the old customers. Shortly afterwards Leggott v. Barrett,2 gave the same learned judge an opportunity of acting on the same view, but on appeal it was held that an injunction could not be granted to restrain all dealings with the old firm's customers. There are several other authorities which on reference will be seen to conform more or less closely to the cases already mentioned. They are discussed by the learned judges in the Labouchere and Pearson cases.3 Lord Herschell in his judgment in Trego v. Hunt states that he finds nothing in them inconsistent with Labouchere v. Dawson.

The difficulty in cases such as these has been stated by Lord Justice Cotton, in the Pearson case, to be that a defendant can carry on business next door, but cannot write and tell customers that he is doing so. He asks, where is the line to be drawn? It is clear that, if the view favored by Jessel, M. R., be adopted, it would result in a serious restraint of trade being imposed upon the community; on the other hand, were it to be held that a vendor of a good-will can derogate from his own grant and depreciate the value of that which he has himself sold, this would amount to an encroachment upon an equitable doctrine. Lord Macnaghten and Lord Herschell both answer Lord Justice Cotton's question, "Where are we to draw the line?" No purchaser can be completely protected; nothing can prevent a man who has sold his good-will continuing in the field and inviting the public generally to deal with him, and amongst the public the customers of the old firm; this is an incidental and unavoidable advantage not resulting from an act of his own. But it is, as Lord Herschell points out, a very different thing to make use of that peculiar knowledge of a firm's customers and their wants acquired by virtue of the partnership enjoyed, and to use it to the detriment of that firm's good-will. Lord Macnaghten sums it up by saying, "It is not right to profess and to purport to sell that which you do not mean the purchaser to have; it is not an honest thing to pocket the price and then to recapture the object of sale, to decoy it away or call it back before the purchaser has had time to attach it to himself and to make it his very own."

A word or two should be added with regard to the term "good-will." When a vendor sells the good-will, what is it that he has conveyed? In Churton v. Douglas, Vice-Chancellor Wood said that it included every possible advantage that has been acquired by a firm in carrying on its business, whether connected with the premises, or the name, or with any other matter carrying with it the benefit of the business. In Ginesi v. Cooper, Jessel, M. R., quoted these opinions, and added that, "attracting customers to the business is a matter connected with the carrying on of it. It is the formation of that connection

1 42 L. T. Rep. 751; 14 Ch. Div. 596. 2 43 L. T. Rep. 641; 15 Ch. Div. 306.

4 33 L. T. Rep. 57; Johns. 174.
3 Sup.

• Sup.

which has made the value of the thing that the late firm sold, and they really had nothing else to sell in the shape of good-will." Lord Herschell concurs in these views. He says: "It is the connection thus formed, together with the circumstances, whether of habit or otherwise, which tend to make it permanent, that constitutes the good-will of a business." He then proceeds to show that therein lies the value of an old-established as compared with a newly formed business. The purchaser of the former finds his customers to hand, the latter has to build up, after years of effort, a clientèle of his own. Lord Macnaghten differed from a definition of a good-will laid down by Lord Eldon in Cruttwell v. Lye,1 where he considered it as denoting nothing more than the probability of old customers resorting to the old place. Lord Macnaghten considers it to be "the whole connection of the firm, which may have been built up by years of honest work, or gained by lavish expenditure of money." The following case, decided so lately as the 5th inst., though not defining the meaning of the term, is useful as showing what has been held by the House of Lords to pass under a bequest of "good-will." Research has been made to discover a report of the case in its earlier stages and before the Lords, but without success. Lords Halsbury, L. C., Herschell, Davey, Watson, and Shand affirmed the Court of Appeal, reversing Mr. Justice North, and held that business premises not specifically mentioned passed to legatees of a goodwill," and did not fall into residue as undisposed of. The will was that of a certain Mr. Goode, a west-end china merchant, and was drawn up by a layman. The House of Lords, therefore, deems the term "good-will" sufficient to pass the actual buildings of the firm, in addition to the connection, thereby confirming, and perhaps extending, Vice-Chancellor Wood's opinion in Churton v. Douglas, that the term includes advantages connected with the premises.

Lastly, it is clear (and, indeed, is so said in terms at the conclusion of Lord Davey's judgment) that the Trego v. Hunt decision was based upon the consideration that the defendant was availing himself of his special facilities as a partner to depreciate the value of a connection and good-will which he had expressly contracted should be the entire property of Mrs. Trego.

The injunction granted restrained the defendant, his partners, servants, or agents, from applying by letter, personally, or by a traveler, to any person who was, prior to the dissolution of the partnership of Tabor, Trego & Co., a customer of that firm, asking such customer to continue, after the dissolution, to deal with him or not to deal with the plaintiffs; and it further ordered the respondent in the appeal to repay to the appellants the costs of the Court of Appeal which had been paid to him.

LORD BLACKBURN.- Lord Blackburn, better known to American lawyers as Mr. Justice Blackburn, died on Wednesday, January 8th, at his residence, Doonholm, Alloway, Ayrshire, Scotland. The news of the death of this great lawyer and judge will be received by the American bar with profound attention and with sincere regret. We think it