tion of the trustee and receiver are retained; also the requirement that trustees and receivers shall, at the end of a year from their appointment, transfer all the funds in their hands into court. By clause 31 it is provided that "all costs and charges of trustees and of solicitors, receivers, managers, accountants, auctioneers, brokers, and other persons employed under a bankruptcy petition or deed of arrangement, shall be taxed by the proper officer of the court, and no payments in respect of such costs or charges shall be allowed by the comptroller to any person by this Act made accountable to him, without proof of such taxation." The provisions of this and other clauses will require to be carefully considered, and there are many matters on which we shall have to observe if there should appear to be any reasonable probability of the measure becoming law this session. But we confess we are tired of discussing Bankruptcy Bills which are apparently introduced only to be withdrawn.

INTEREST ON PURCHASE-MONEY.

THE maxim that conversion takes place the moment that a contract for sale is entered into, so that thenceforth the vendor is to be regarded as beneficially entitled to the purchase-money, and the purchaser to the estate, ancient and true though it may be, cannot be said to be a sufficient explanation of the various cases which have been decided upon the rights of buyer and seller in the purchase-money and the estate respectively. An inquirer may ask how it is, if the maxim be true, that the purchaser's interest in the profits of the estate, and the vendor's interest in the profits of the purchase-money, are not, in practice, considered as accruing at the date of the contract, so as to make each party thenceforth liable to the other for withholding what rightfully belongs to him-the vendor on the one hand to account for the rents from that time, the purchaser on the other to pay interest on the purchase-money? It is easy to answer that a time is generally specified for the completion of the contract, and that then the rule is that, although the interest of the parties in the subject-matter of the sale is in equity transferred by the contract, the transfer is not regarded as taking effect for the purpose of passing the profits until the time fixed for completion. But the essential operation of contracts for sale is not explained by saying that they are generally in a particular form, and that then the effect of them is clear. It is the effect of such a contract in its barest and simplest form, a contract stating nothing as to the time and mode of its fulfilment, which it is necessary to define if we are to get to the root of the matter. Nothing should be more easy to define than this. But definition, commonly supposed to be the beginning, has been truly said to be the end of science; and as our law is not at present a science, but in great part a mass of incoherent precedents, it will often be found that a definition, the simplest of all propositions, is the most difficult to establish.

On

When no time is fixed for the completion of the contract, and nothing is said as to the day as from which the purchaser is to take the possession or the rents, and to pay interest on the purchase-money, there are several periods each of which, it might be argued, is the natural time from which the account should run. equitable principle, the most reasonable time would seem to be the date of the contract. For it is to be observed that in any case (even where a subsequent date is fixed for completion) the purchaser is, in a measure, from that date the owner of the property. It is thereafter at his risk. If it is a house, and the house is burnt down, it is he that is the loser, and not the vendor. And in the case of a sale of a life interest or a reversion, this principle of making the change of ownership operate for all purposes as from the date of the contract is acted upon (Trefusis v. Lord Clinton, 2 Sim. 359; Anson v. Towgood, 1 Jac. & W. 637). Probably,

too, the rule stated to be applicable to the sale of a fee simple by the court, where the conditions are silent upon the subject, has its origin in such a principle. That rule is stated to be (Sugden, V. & P., 14th ed. 104) that the purchaser is entitled to the rents from the quarter-day preceding the day of the purchase, paying his money before the following quarter-day (the day of the purchase for this purpose being the day upon which the certificate of the result of the sale becomes absolute, until which time he is not the purchaser). It is evident that such a rule, adopted when a rent was not for any purpose regarded as accruing de die in diem, but was practically non-existent until the day of payment, went upon the principle that the transfer, having been effected by the contract, should operate for all purposes as nearly as possible forthwith; until the next quarter-day no question could arise, and then the purchaser should take the whole rent from the preceding quarter-day, then paying, or having previously paid, his purchase-money.

But the principle of taking the date of the contract as the day from which the account is to run is not the one which is followed in the common case of a sale of a fee simple. Assuming that it is not followed, there would appear to be a reasonable alternative course. It would be that where the purchaser is de facto let into possession before completion, the right to the possession on the one hand and to interest on the other shall commence at the time when the possession is actually changed; and that where the purchaser is not de facto let into possession before completion, then, as neither party has, in the sales now under consideration, any right to require an actual

change in the possession until the whole contract is completed (per Lord Selborne, Philips v. Silvester, 21 W. R. 179, L. R. 8 Ch. 178), the possession shall not be considered as altered before the time when it is in fact altered-that is, before the day of completion. The first part of this alternative is undoubtedly law; the second part of it is not. On the contrary, it is said by Mr. Dart (Vendors and Purchasers, 5th ed. p. 628) that the time from which interest in such a case is to run is "the time at which the purchaser might prudently have taken possession-i.e., when a good title was shown and verified"—the latter being the earliest time at which he can prudently take possession, because entry into possession is a waiver of objections as to title. The decision in Binks v. Lord Rokeby (2 Swanst. 222), cited in support of this proposition, scarcely seems to justify it; for there a day was fixed for completion, and the question appears to have been whether by that time a good title had been shown. To say, as that case says, and as is settled by other authorities, that when a day is fixed for completion, the day from which the account is to run may, nevertheless, be postponed until the time when a good title is shown, is clearly not the same thing as saying that, when no day is fixed for completion, the account is to run from the time of showing a good title. Mr. Dart's proposition does, however, appear to be an exact statement of the law acted upon in Carrodus v. Sharp (20 Beav. 56). So that it appears to be settled that the purchaser must pay interest and take the rents from the time of showing a good title, and that he cannot, against the vendor's claim to an account on that footing, set up his own right to refuse to take actual possession before completion.

Nor is it impossible, in spite of the necessity for completion before either party can compel an alteration in the actual possession, to find a reason for fastening upon the above-mentioned time as the proper time for regarding the possession as constructively changed. For, as is pointed out by the present Master of the Rolls in an admirable disquisition upon the effect of a contract for sale (Lysaght v. Edwards, 24 W. R. 778, L. R. 2 Ch. D. 506), the validity of the sale depends upon the vendor's ability to make out a good title, or upon the purchaser's accepting such a title as the vendor has.

Until it is ascertained whether or not that condition will be fulfilled, it is not clear whether there is a valid con

tract or not; the moment that it is ascertained the rights of the parties, which were conditionally fixed by the contract, are fixed absolutely, and there is no reason why the change of property should not thenceforth operate for all purposes-why the vendor should refuse to give possession, or why the purchaser should refuse to take it and pay interest on the purchase-money. And when the rights of the parties are absolutely fixed, it seems that the account is to run as from the day on which they are so fixed, whether the purchaser neglect to take possession when he might have done so (Carrodus v. Sharp), or the vendor refuses to allow him to enter, although in the latter case the purchaser may relieve himself of his liability to pay interest by giving notice that his money is appropriated and lying idle (Regent's Canal Company v. Ware, 23 Beav. 575).

The principles which have been applied in the cases just referred to, and their relation to the maxim about conversion, may be understood by stating the following propositions:-(1) A contract for sale effects conversion conditionally on the vendor showing a good title to the land sold, or on the purchaser accepting such title as the vendor has; (2) on the fulfilment of the condition the conversion becomes absolute; (3) this absolute conversion operates retrospectively as to the title to the subjectmatter of the contract, so as to change it as from the date of the contract, making the land as from that date the property of the purchaser and his real representative, and the purchase-money the property of the vendor and his personal representatives; (4) but it operates only prospectively as to the fruits of the subject-matter of the contract, so that the purchaser shall take the rents, and the vendor interest only from the date at which the condition is fulfilled. The fourth of these propositions expresses the rule of law which we have been endeavouring to elicit.

General Correspondence.

POSTING PROOFS.

[To the Editor of the Solicitors' Journal.] Sir,-Attention has lately been drawn by many of the leading papers to a proposed system of "posting proofs," whereby proof of the posting of letters could be obtained at a nominal cost, and without inconvenience.

The method proposed to be adopted is as follows—i.e., the transmitter of the letter presents, at a post-office, a form, impressed with a farthing stamp, and bearing an address similar to that on the letter.

The official, after comparing the two addresses, stamps the form with the office stamp and hands it back to the bearer. A "proof" will then be obtained that a letter bearing a certain address has been posted on a certain date at a certain place.

It can scarcely be doubted that the establishment of such a system would be attended with great benefit to the public-to solicitors more especially-as much inconvenience frequently arises from want of a convenient mode of proving the posting of letters.

The method proposed to be adopted being so thoroughly practicable, and a large revenue being likely to result to the post-office, it is difficult to conceive the reason of the delay in establishing a system of "posting proofs." Steps, however, are now being taken to draw the attention of Parliament to the matter, and a petition, addressed to the House of Commons, lies in the hall of the Incorporated Law Society, for signature by the members of the society.

It may be mentioned that the promoter of the scheme does not ask for any subscriptions.

A SOLICITOR.

Cases of the Week.

EVIDENCE

SHORTHAND WRITER'S NOTES COSTS APPEAL-ORD. 58, R. 12.-In a case of Kelly v. Byles, before the Court of Appeal on the 10th inst., the appeal having been dismissed with costs, the respondent's counsel asked that the costs of transcripts of a shorthand writer's notes of the evidence taken in the court below might be included. The court (JAMES, BAGGALLAY, and COTTON, L.JJ.) refused to strongly discourage the taking of shorthand writer's notes of allow these costs. JAMES, L.J., said that the court would ought to be sufficient for the purposes of the appeal. evidence. As a general rule the judge's notes of the evidence

BREACH OF TRUST-FOLLOWING TRUST MONEY-MONEY PAID INTO BANK-BANKER AND CUSTOMER-APPROPRIATION OF PAYMENTS SHORTHAND NOTES-COSTS.-In a case of In re Hallett, before the Court of Appeal on the 11th inst., the question arose whether the rule laid down in Clayton's case (1 Mer. 604), necessarily applies in all cases where trust money has been paid by a trustee to the credit of his own account at his banker's, and mixed with his own decision of the Court of Appeal in the well-known case of money, and whether, in fact, the court was bound by the Pennell v. Deffell (4 De G. M. & G. 372). The rule laid down by Sir W. Grant in Clayton's case, as our readers will remember, was that the drawings out of a customer on his current account with his banker are, in the absence of any specific appropriation, to be deemed to have been made in respect of the payments to the credit of his account in the order of their date-i.e., the drawings out are to be deemed Pennell v. Deffell, though it was held that a cestui que trust was to have extinguished first the earlier payments in. And, in entitled to follow trust money paid to the credit of the trustee's own current account with his banker, just as if the trust money had been mixed with the trustee's own money in a bag, yet it was also held that the rule in Clayton's case applied, and that, if by virtue of that rule the trust money was to be deemed to have been drawn out by the trustee, the cestui que trust had lost it, even though the balance to the credit of the trustee's account was sufficient to repay the trust money. In In re Hallett a trustee had, in November, 1877, improperly sold some bonds which represented trust funds in his hands, and on the 14th of November he paid the proceeds of sale, amounting to £2,500; to the credit of his current account with his bankers, and in February, 1878, he died insolvent. There was at the time of his death, and there always had been, a balance of more than £2,500 to the credit of the account, but if the rule in Clayton's case applied, a part of the £2,500 had been drawn out before his death. Fry, J., contrary to his of Pennell v. Deffell, that the cestuis que trust were enown view of what ought to be done, held, on the authority titled to so much only of the £2,500 as was left at the time of the trustee's death, according to the rule in Clayton's case. This decision was reversed by the Court of Appeal (JESSEL, M.R., and BAGGALLAY and THESIGER, L.JJ.), who held (Thesiger, L.J., dissenting) that the cestuis que trust were entitled to the whole of the £2,500. JESSEL, M.R., said that, on principle, nothing could be better settled than that, when an act might have been done either rightfully or wrongfully, the person who had done it could not be allowed to say that he had done it wrong. fully. For instance, if a lease could only have validly made under a power, the lessor would not be allowed to universal rule. If a trustee placed 100 sovereigns of trustthat he had not granted it under the power.. This wasa his own, and afterwards took out 100 sovereigns and used money in a bag, and then put into the bag 100 sovereigns of them for his own purposes, it was quite clear that he could not be heard to allege that the 100 sovereigns then taken out were the trust money, and not his own money. It was quite clear that the money taken out must be deemed to have been his own money. What difference could it make that the money, instead of being put into a bag, was deposited with the trustee's own money in a bank? Why should the neutral act of drawing out money indicate an intention to draw out the trust money rather than his own? The rule in Clayton's case was a very convenient rule, but it was founded on a mere

say

presumption of law which must give way when the facts led to a contrary inference. On principle his lordship thought that the presumption that the trustee intended to act rightly ought to prevail, and the only difficulty in the way of so holding was the decision in Pennell v. Deffell, and the subsequen: cases in which it had been followed. That was, no doubt, the decision of a court of coordinate jurisdiction with the present Court of Appeal, and the case was decided some years ago. But, on the other hand, that which must be in any decided case a guide to fature judges was simply the expression of a principle which was to be gathered from the judgment, and that part of the decision in Pennell v. Deffell, which was only a minor part of that case, though it exactly applied to the present case, appeared to his lordship to be inconsistent with the principles laid down in the judgment. The decision must be looked at as a whole, and the principle ought to be followed in preference to the particular misapplication of the principle. It was true that that part of the decision had been since followed in several cases, of which some were in the Court of Appeal. But this was not one of those cases in which the courts had refused to disturb decisions which they thought erroneous because they had laid down rules of conduct which had been since universally acted upon. The decision in Pennell v. Deffell could not have established any such rule of conduct. No human being could ever have given credit to a man on the supposition that he would misappropriate trust money, and thus increase his assets, or that he would pay the trust moneys into his bankers, and then draw out a larger sum for his own use. The case could not have established any rule of conduct affecting the transactions of mankind, and it would be, not deference to authority, but a misase of authority, if the court were, because_of_Pennell . Deffell, to refuse to act on its own view of what was right. BAGGALLAY, L.J., agreed in the view of the Master of the Rolls, and said that he thought that the Lords Justices did not intend, in Pennell v. Defjell, to lay down the general proposition that in all cases the presumption that a trustee intended to act honestly was to be controlled by the rule as to the appropriation of payments as between banker and customer. He thought that there must have been some special circumstances which did not appear in the report. And he pointed out that in that case the application of the rule in Clayton's case only made a difference of £65 to the appellant, who had succeeded in his appeal to the extent of £4,000, and that his counsel did not choose to exercise their right of reply. THESIGER, L.J., though he agreed in the view of the other members of the court, indeendently of authority, felt himself bound by the authorities to affirm the decision of Fry, J. He said that the very point now raised was discussed and decided in Pennell v. Deffell. That case was decided in 1853, and it had since been acted upon, and had never been treated as depending on special circumstances. It was true that in overruling it no injustice or inconvenience would be committed such as would arise in cases where, on the faith of a particular rule of law having been correctly laid down, business affairs had been for some time conducted, the practice of conveyancers had been regulated, or titles to property of any kind had been acquired. But he thought that that consideration was one proper to in"fluence the mind of a superior tribunal asked to overrule a judgment of interior tribunals, although of long standing and often followed, rather than to afford a ground for a court disregarding such a judgment when given by and followed in tribunals of co-ordinate jurisdiction. He thought that the law laid down in Pennell v. Deffell was binding upon the Court of Appeal. It should be added that BAGGALLAY, L.J., expressed an opinion that the rule in Clayton's case would apply as between different cestuis que trust in a case where the total balance to the trustee's credit was less than the whole amount of the trust funds which he had misappropriated. We may also mention that the successful appellant asked to be allowed the costs of a shorthand writer's notes of the judgment of the court below, and JESSEL, M.R., said that though as a general rule the Court of Appeal did not allow the costs of notes of the evidence in the court below, it would allow those of notes of the judgsment.

PARTNERSHIP-REFERENCE TO ARBITRATION-CHARGE OF FRAUD-DISCRETION.-In a case of Russell v. Russell, before

the Master of the Rolls, on the 6th iost., a question arose whether the court would refer all matters in dispute in & partnership to arbitration, under the clause to that effect in the articles, this action having been commenced for a dissolution and the usual account. The defendant moved to refer all matters in dispute to arbitration, but the plaintiff resisted the motion, on the ground that he had made charges of fraud, which he desired to have tried in open court. For the plaintiff it was submitted that the case of Willesford v. Watson (21 W. R. 350) showed that in every case in which there was an allegation of fraud the court would refuse to direct a reference to arbitration. JESSEL, M.R., considered that the rules laid down in that case were not satisfactory, and that the rules applicable to a case where fraud was alleged on one side or the other were as follows:-Where personal fraud was in issue he agreed that it was within the discretion of the court to say that, where one of the two parties desired it, the matter should not be referred to arbitration. It made, however, a considerable difference which party objected to the reference. If the party charged with the fraud did not desire the arbitration, he could quite understand the court saying it would not refer a question of character against a man's will to a private arbitrator. In that case it seemed to him almost a matter of course to refuse the reference. The same considerations by no means applied where the publicity was desired by the person charging the fraud. His character was not at stake, and the other side might very well say the very object of the arbitration was to prevent the matter becoming public. It must be an injury, as a rule, to the person charged with the fraud to have it published; and he was not satisfied that the mere desire of the person charging the fraud was a sufficient reason for the court refusing to send the case to arbitration. On the particular facts of the case, his lordship thought that not even a primâ facie case of fraud was made out, and therefore he directed a reference of all matters in dispute in the usual way.

ARTIZANS' DWELLINGS ACT, 1875, SCHEDULE, CL. 11POWERS OF ARBITRATOR-OMISSION OF NAME FROM PROVIof Works, a question arose as to the construction of clause SIONAL AWARD.-In the case of Carr v. Metropolitan Board 11 in the schedule to the Artizans' Dwellings Act, 1875. By the schedule the mode is pointed out in which lands are to be taken compulsorily by a local authority for the purposes of the Act. All lands to be taken compulsorily have to be scheduled by the local authority, and such schedule is required to be deposited with the confirming authority-i.e., State. The confirming authority have then, according to in the case of the Metropolitan Board, the Secretary of clause 4 of ele to the Act, to appoint an arbitrator, to whom the schedule of lands required is delivered, and the local authority then, by clause 6, have to publish a requisition requiring owners of lands scheduled to come in and make their claims before the arbitrator. The arbitrator must then, by clauses 7 and 8, adjudicate upon the claims and frame a provisional award stating the compensation he considers as payable in respect of the several interests in the scheduled lands. By clause 10 notice of the provisional award is to be given; and by clause 11 the arbitrator is then to hold meetings, and to hear and determine "any objections which may then and there be made to such provisional award by any person interested therein, and may take any measures which he may deem proper for ascertaining the compensation payable in respect of the scheduled lands, or the justice or propriety of any other matter of such provisional award." The arbitrator, after he has heard objections and made such inquiries and alterations in the provisional award as he thinks necessary, is to confirm the award, which is then absolutely binding upon all persons, subject to an appeal to a jury to assess the compensation. In the present case the plaintiff was entitled to a leasehold interest required for improvements under the Act, but although the land appeared in the original schedule, his interest was, by some slip, omitted from the provisional award, and no sum was given as compensation in respect thereof. Before the award was confirmed the omission was discovered, and the arbitrator then summoned the plaintiff before him to state his claim. The plaintiff did accordingly appear before the arbitrator, and he said that if he was awarded enough he should not object to the technical slip

that had occurred. The arbitrator subsequently awarded a sum in respect of the plaintiff's interest, and altered the provisional award accordingly, but the plaintiff objected to the amount, and brought this action to restrain the defendants from taking possession. The point was argued whether the arbitrator had jurisdiction to act as he had done. JESSEL, M.R., was of opinion that the plaintiff, although his name did not appear in the provisional award, was a person "interested" within the 11th clause. He was "interested" to this extent, to see that his name did appear, and that the provisional award was framed as it ought to be. The arbitrator had, therefore, jurisdiction to amend the award under those words. But even if the plaintiff was not a person "interested" in the provisional award, still he thought the arbitrator had power under the later words of the 11th clause to take such measures as he thought fit to ascertain the compensation payable in respect of any of the scheduled lands. In his opinion the arbitrator had taken the proper steps to ascertain what compensation was payable to the plaintiff in respect of his interest, and that his proceedings had been perfectly regular. The plaintiff had, therefore, nothing to complain of, and the action was dismissed, with costs.

MAYOR'S COURT-PROHIBITION-PETTY BAG-JURISDICTION OF JUDGES OF HIGH COURT TO DISCHARGE WRIT.— In a case of Cross v. Lyon, before the Master of the Rolls on the 10th inst., a motion was made to discharge a writ of prohibition issued to the Mayor's Court out of the Petty Bag Office, on the ground that the cause of action arose solely within the city of London. It appeared that a judge of one of the common law divisions sitting at chambers had refused to discharge the writ, considering that he had no jurisdiction to do so. An application was now made to the Master of the Rolls to discharge the writ of prohibition issued out of the Petty Bag, on the ground that be alone had jurisdiction to deal with the matter. JESSEL, M.R., said that some misapprehension must exist. By the Judicature Act, 1873, all the jurisdiction of the Master of the Rolls, except as Keeper of the Rolls, had been transferred to the judges of the High Court, and every judge had now jurisdiction to discharge a writ of probibition issuing out of the Petty Bag. He could not deal with the present case, as the judge in chambers had already adjudicated on the question, and he had no power to hear an appeal from that judge. The application must, therefore, be dismissed, with costs.

SALE-KNOwledge

TRADE-MARK — INFRINGEMENT RIGHT TO ACCOUNT.-In a case of Ellen v. Slack, before the Master of the Rolls on the 10th inst., a question arose whether, on a motion for an injunction to restrain the defendant from selling certain articles, in infringement of the plaintiff's registered trade-mark, the plaintiff was entitled to an account of profits where the defendant offered to consent to a perpetual injunction with costs, and where he alleged that he had sold the pirated articles without any knowledge of their being a piracy, and on hearing that they were pirated, had at once desisted from any furthur sales. It was argued for the defendant, on the authority of Edelsten v. Edelsten (1 De G. J. & S. 185), that where there was no guilty knowledge, the plaintiff was not entitled to an account of profits as well as the injunction. JESSEL, M.R., was of opinion that where, as here, the defendant had bought and sold the goods without notice of the infringement, the plaintiff was not entitled to an account of profits. He therefore gave the plaintiff simply a perpetual injunction with costs.

BILLS OF SALE ACT, 1878, s. 10, SUB-SECTION 1-ExPLANATION BY SOLICITOR.-On the 29th ult., in Baghott v. Norman, which was a motion to restrain the lender on a bill of sale from taking possession, MALINS, V.C., expressed a strong opinion that the solicitor required by the Bills of Sale Act, 1878, s. 10, sub-section 1, to attest and explain, must be the solicitor of the borrower, and not of the lender. In a later motion on the same day, in Hill v. Kirkwood, a bill of sale was disputed, on the ground that it was not explained; the solicitor, who was alleged to have omitted to explain, was the partner

of the lender's solicitor. The motion stood over to effect a compromise, MALINS, V.C., saying that if the case came on again, he should in all probability hold the bill of sale void, on the ground that the solicitor ought to be the borrower's, and not the lender's, solicitor.

PARTNERSHIP-EXPIRATION OF TERM-CONTINUATION OF BUSINESS WITHOUT FRESH ARTICLES-APPLICATION OF OLD ARTICLES.—In a case of Cox v. Willoughby, before Fry, J., on the 7th inst., the question arose whether a clause in articles of partnership was applicable to a partnership at will, which had, on the expiration of the term limited by the articles, been constituted by the carrying on of the business by the partners without the execution of any fresh articles. The partnership was between solicitors, and the articles provided that it should continue for fifteen years. One of the clauses provided that, on the decease of C., one of the partners, before the expiration of the term of fifteen years, the surviving or other partner, or partners, should pay to his executors or administrators his proportion of the profits of the business up to the day of his death, and also the sum of £1,500 as the purchase-money for his interest in the goodwill of the business. Another clause contained similar provisions in case of the death of the other partners respectively before the expiration of the term. There were three partners originally, C., L., and W.; L., died before the expiration of the term, and the business was continued by C. and W., until the expiration of the term. After the term had expired the business was still continued by the two, no new articles being entered into, but the profits were divided in the same proportions as before. C. died before W., and his executors brought the action, claiming payment of the £1,500 by W., and the question was whether the provision in the articles as to the £1,500 was applicable to the partnership at will which subsisted after the expiration of the fifteen years' term. FRY, J., held that the provision was applicable, and that the £1,500 must be paid by the defendant. His lordship thought that the general statement in Mr. Justice Lindley's Law of Partnership (4th ed. vol. 2, p. 823) was accurate:-"If a partnership, originally entered into for a definite time, is continued after the expiration of that time, without any new agreement, the articles under which the partnership was first carried on continue, so far as they are applicable to a partnership at will, to regulate the rights and obliga tions of the partners inter se. Even where a partnership is entered into for a term of years, and the articles provide for events happening during the term, the above rule is still applied." His lordship thought that this was a more accurate statement than that which was made in the judgment of Sir A. Hart in Booth v. Parks (1 Moll. 466), that, "the partners, after the expiration of the partnership. term, continuing to carry on the trade without a new deed, all the old covenants are infused into the new series of transactions, with the single exception of the covenant for duration." His lordship thought that the exception extended to every provision of the articles which was inconsistent with the new partnership; all those provisions which were inconsistent did not apply. In his lordship's judgment, the provision for the payment of the £1,500 on the death of C. was quite consistent with the new partnership, and therefore the defendant was bound by it. No doubt the case of Cookson v. Cookson (8 Sim. 529) was, to some extent, at variance with this conclusion, but in his lordship's view that case was not consistent with the later case of Essex v. Essex (20 Beav. 442), and he preferred to follow Essex v. Essex. Moreover, in the present case, there were mutual provisions for the death of either of the partners, and these provisions were so convenient, and so congruous to a partnership at will, that he saw no reason why they should not apply to it. The £1,500 must accordingly be paid to the plaintiffs.

Mr. Baron Huddleston's medical attendant writes to the Times to state that the learned judge "has been seriously ill for several weeks under the care of Mr. Buckston Browne, in consultation with Sir Henry Thompson and myself; but be has not undergone any operation, nor has there been any idea of one. He is convalescent, and has gone to Bournemouth to-day to complete his recovery."

Societies.

BIRMINGHAM LAW SOCIETY.

The annual meeting of the Birmingham Law Society was held on the 4th inst., at the Law Library, Wellington. passage, and was largely attended. Mr. J. Marigold presided, and among those present were Councillors T. Martineau and G. J. Johnson, Messrs. T. Assinder, A. A. Baker, S. Balden, jun., J. C. Bloxham, J. Brown, A. G. Baller, A. Canning, J. B. Carslake, J. Chirm, J. B. Clarke, E. M. Coleman, H. D. Crompton, T. S. Eddowes, T. A. Garland, A. God lee, T. Horton (hon. sec.), S. S. Horton, E. H. Lee, T. G. Lee, L. W. Lewis, F. W. Lowe, M. Marigold, T. Marlow, W. Morgan, H. Parisb, A. Pointon, E. B. Rawlings, J. Rider, Jacob Rowlands, L. P. Rowley, T. H. Russell, C. T. Saunders, J. Smallwood, H. L. Smith, G. T. Smith, S. N. Solomon, T. E. Spencer, J. T. Springthorpe, J. E. Stone, E. Westwood.

The PRESIDENT, in moving the adoption of the report, referred to the loss of members by death. With regard to the finances of the society, he said that with the example of the loss by fire of the Free Library, the committee had thought it necessary to go to extra expense to render the library as far as possible fire-proof. Concerning their library, he learnt that since the last catalogue was brought out in the year 1873, they had purchased or acquired upwards of 3,000 valuable books. The library now contained upwards of 6,000 volumes, a fact which said much for the industry of those who had been engaged in bringing about that magnificent result. In addition to the law reports which they previously possessed, they had acquired all the old reports, the volumes of the Record Commission, and a complete series of the local, personal, and private Acts of Parliament from the first of George III. to the present time. They had also a goodly lot of Parliamentary papers, and treatises upon Scotch law. He thought the datter would be a great assistance to the members whenever they might have to deal with any questions arising in connection with Scotch law. All this could not have been accomplished without a great deal of labour and of money. As regarded the labour, he believed it had been a labour of love and devotion on the part of their honorary secretary, Mr. Horton. It was mainly due to the efforts of that gentleman that they had obtained so magnificent a library. With reference to what was stated in the report as to the site of the new Birmingham County Court, he did not wish to press the matter further, but they felt very strongly that the course which had been adopted was not one which ought to have been taken by their municipal council. It showed that it would be necessary for them to watch all similar proceedings in future.

Mr. J. B. CLARKE seconded the adoption of the report, and Mr. C. T. SAUNDERS having directed the attention of the members to legislative proposals likely to occupy the attention of Parliament during the ensuing sesson, the motion was carried.

The gold medal of the society was then presented by the president to Mr. Spofforth, of Lichfield, highly eulogising the perseverance and ability which that gentleman had displayed.

A vote of thanks was passed to Mr. H. Glaisyer and Mr. F. W. Lowe, the retiring auditors, and Messrs. J. B. Clarke and A. Godlee were appointed as their successors.

On the motion of Mr. C. T. SAUNDERS, seconded by Councillor THOMAS MARTINEAU, a cordial vote of thanks was passed to Mr. T. Horton for his devotion to his duties as honorary secretary.

A ballot for committee resulted in the re-election of the retiring members.

On the motion of Mr. W. MORGAN, seconded by Mr. CARSLAKE, a vote of thanks was passed to the president, and the proceedings terminated.

The following are extracts from the report of the committee:

Bankruptcy Bill.-Very early in the last session of Parliament the Lord Chancellor presented to the House of Lords a "Bill to consolidate and amend the law of bankruptcy," which speedily passed through the Lords, and was introduced

into the House of Commons on the 26th of March, 1879. A report on the Bill, prepared by Mr. G. J. Johnson, was adopted by your committee, and which contained, in addition to detailed criticisms on several clauses of the Bill, some preliminary objections to its general scheme. The substance of these objections was that the proposed machinery would be found too cumbrous and therefore too costly, and that whilst it provided for much unnecessary official interference, it would be found wanting in real and efficient official control. They urged that the necessary formalities should involve only the following proceedings, namely:

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1. A petition to the court giving it jurisdiction, which might be called by any name, but the consequences of which should be, when presented by the debtor-(a) To transfer all the debtor's property and right of disposition to an officia trustee, and therefore-(b) To restrain, by notice merely, all proceedings by individual creditors.

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2. There should then be a meeting of creditors called, and that meeting should decide in what way the debtor and his property are to be dealt with, and any arrangement" should be required to be completed by the assent of a majority in number representing three-fourths in value of the whole of the creditors.

3. If no such arrangement is made, the debtor should then be in bankruptcy, and so styled, and must apply to the court for his discharge, with the consent of a given proportion of his creditors.

A copy of this report was sent to the law lords, and many influential members of the House of Commons. In the month of July, when it was found impossible to pass the original Bill of 159 clauses, it was suddenly cut down to a new Bill of forty-seven clauses, and your committee notice with satisfaction that most of the suggestions made in their report for diminishing the number of forms and meetings were adopted. The shortening of the Bill was accomplished by providing that general rules might be made on the subjectmatters of all clauses which were struck out, some of them very important-e.g., the alteration of the present rule as to valuing securities. This mode of legislation by delegation your committee feel to be most objectionable, as it necessarily deprives the commercial community of the knowledge of what is intended to be done, and their constitutional right to make their wants and opinions known to the Legislature The Bill, however, owing to pressure of other public business, was ultimately withdrawn on the 7th of August, but it is understood it will be re-introduced in the forthcoming session.

Summary Jurisdiction Act, 1879.-On the introduction of this measure into the House of Commons, the same was referred to Mr. W. H. King and Mr. Joseph Rowlands for consideration, and their observations thereon were printed and sent to the members of the Select Committee then sitting upon the Bill. Several of the suggestions made were adopted, and the Act effects important reforms in the administration of criminal law and magisterial procedure.

County Court Bills, 1879.-These Bills were considered as soon as introduced to the Legislature, but as it soon became evident from the state of public business that no legislation on the subject was probable during the then session, no definite consideration was given thereto.

Provisional Entry of Causes for Trial at Warwick in the Birmingham District Registry.-Your committee call attention to the "Rules of the Supreme Court, December, 1879," which came into operation on the 22nd of December last, and under which, after notice of trial in any action or issue to be tried at Warwick, either party may before the commission day enter the action or issue for trial in the district registry at Birmingham. The rules also provide for entering in other distriot registries actions or issues standing for trial at other assize towns. It should be stated that this concession is due to the action taken by the law societies of Liverpool and Manchester.

New County Court Buildings.-Early in June last, an announcement appeared in the public papers that a site on the line of the new improvement scheme, at the junction of Lichfield-street and Newton-street, had been selected whereon to erect a new county court and offices with the offices of the district registry of the High Court of Justice. Your committee deeming such site to be most unsuitable and inconvenient, at once convened a meeting of the legal profession practising in Birmingham to consider the question, and at which nearly every office in the town was represented, and the views of the committee were unanimously confirmed. A memorial to the Board of Works,