Loeb, Leon Napoleon, Augustus Loeb, Charles Loeb, and Simon Humberger, Aldermanbury, American Merchants. Sept 25 at 2 at the Cannon st Hotel, Cannon st. Abrahams and Co, Old Jewry Lund, George Taylor, Manchester, Yarn Agent. Sept 17 at 3 at offices of Sale and Co, Booth st, Manchester Marlow, John, Aston-juxta-Birmingham, Plumber. Sept 10 at 11 at offices of Bradley, Ann st, Birmingham McLean, Adam Clarke. Weston-Super-Mare, Schoolmaster. Sept 13 at 12 at Railway Hotel, Weston-Super-Mare. Rossiter, jun Mottram, William, Baddiley, Cheshire, Farmer. Sept 10 at 2 at offices of Warburton, Nantwich rd, Crewe Murgatroyd, Charles, Manchester, Hat Manufacturer. Sept 16 at 3 at offices of Rawes, Bexley sq, Salford Newbert, William, Mexbrough, York, Grocer. Sept 14 at 3.30 at offices of Burdekin and Co, Norfolk st, Sheffield Nichol, Benjamin, Maryport, Cumberland, Grocer. at offices of Mason, Duke st Whitehaven Sept 10 at 11 Osborn, Henry, Great Grimsby, Coal Merchant. Sept 15 at 11 at offices of Grange and Wintringham, St Mary's chmbrs, West St Mary's gate, Great Grimsby Nuttall, Robert Holt, Bolton, Beerseller. Sept 10 at 3 at offices of Dutton, Acresfield Bolton Partington, Joseph, and William Partington, Manchester, Boiler Makers. Sept 13 at 3 at offices of Eltoft, King st, Manchester Porritt, George Richard, Thomas Porritt, and Joseph Percy North, Farnley, Leeds, Woollen Manufacturers. Sept 13 at 3 at offices of Brooke, East parade, Leeds Power, Henry, and Bernard Lampert, Birmingham, Hardware Factors. Sept 10 at 2 at Grand Hotel, Birmingham. Hodgson and Haigh, Birmingham Proud, Jonathan, Walton-on-Thames, Farmer. Sept 14 at 3 at Guildhall Tavern, Gresham st. Brook and Chapman, Wool Exchange, Coleman st Ramsden, James, Keighley, York, Draper. Sept 13 at 3 at offices of Weston, Park row, Leeds Rawles, Clara, Coldharbour lane, Brixton, Boot Manufacturer. Sept 13 at 3 at offices of Fitch, Bedford row Roberts, Henry, Penn st, Hoxton, Cabinet Maker. Sept 14 at 2 at 9, Old Jewry chmbrs. Curtis Savage, Charles, William Tetlow, John Ward, William Oldham, Scaife, Thomas, Maryport, Cumberland, Grocer. Sept 23 at 3 at offices of Hewetson, Senhouse st, Maryport Schwerdt, Conrad, Drury lane, Baker. Sept 14 at 3 at 105, Wool Exchange, Coleman st. Harman, Wool Exchange, Coleman st Simmons, Charles, Bath, Grocer. Sept 13 at 3 at offices of Clifton and Carter, Broad st, Bristol. Clark, Bath Simpson, John, Newington, York, Joiner. Sept 18 at 12 at offices of Pickering, Parliament st. Walker and Spink, Hull Smith, John Titus, Portsea, Hants, Tailor. Sep 13 at 12 at offices of Mills, South sq, Gray's inn Stevens, William, Chippenham, Wilts, Fishmonger. Sept 13 at 11 at offices of Pinniger and Co, Chippenham Stones, Edwin, Cheadle, Stafford, Boot Dealer. Sept 13 at 10 at office of Ashmall, Albion st, Hanley Street, John, Glodwick, Lancaster, Farmer. Sept 15 at 3 at offices of Watson, Church lane. Oldham Taylor, Daniel, and Edward Daniel Taylor, Bristol, Ironmongers. Sept 10 at 1 at offices of Tricks and Co., Bristol chambrs, Nicholas st, Bristol Thorogood, Sarah, Dagenham, Essex, Farmer. Sept 18 at 12 at 7 Mark lane. Preston, Barking Threlfall, Richard, Blackpool, Lancaster, Lodging-house Keeper Sept 17 at 3 at offices of May and Parry, Clifton Chambers, Townhall st, Blackpool Tompkins, Walter Francis, Charles st, Hatton garden, Greengrocer. Turner, William, Wolverhampton, Grinder. Sept 10 at 3 at offices of Rhodes, Wolverhampton Twigg, Coventry Charles, Dewsbury, Whitesmith. Sep 20 at 3 at offices of Chadwick and Sons, Church st, Dewsbury Tyas, Thomas, Manchester, Wholesale Fruiterer. Sept 10 at 11 at the Falstaff Hotel, Market pl, Manchester. Tremewen, Manches ter Walker, Benjamin, Barnsley, York, Theatrical Manager. Sept 10 Weighell, John Thomas, South Stockton, York, Cab Proprietor. Whitear, William Wickham, Swanwick, Hants, Farmer, Sept 13 at 11.30 at offices of Goble, Fareham Whiteley, Job Pickles, Penge, Surrey, Boot and Shoe Maker. 10 at 11 at the Green Dragon Hotel, High st, Croydon. Croydon Sept Dennis. Wilcox, John, Rotherham, York, Plumber. Sept 14 at 11 at offices of Badgers and Co, Moorgate st, Rotherham. Hickmott Wilde, William Joseph, Bolton, Lancaster, Provision Dealer. Sept 13 at 3 at offices of Dawson and Pennington, Wood st, Bolton Williams, Charles, Clarence pl, Kilburn, Ham Dealer. Sept 20 at 2 at offices of Fulton, Long Acre Williams, Elizabeth Jane, Ramsgate, Lodging-house Keeper. Sept 15 at 3 at Bull and George Hotel, Ramsgate. Edwards, Ramsgate Williams, William Wyndham Thornhill, Landport, Hants, Die Stamper. Sept 13 at 2 at offices of Mills, South sq, Gray's inn Woodhead, Edwin, Oldham, Lancaster, Pork Butcher. Sept 15 at 3 at offices of Ascroft and Sons, Clegg st, Oldham Woolliscroft, George Frederick, Fairfield, Lancaster, Valuer. Sepe 14 at 2 at offices of Jones and Kitchingman, Harrington st, Liver. pool Yare, James, and George Yare, Kirkby Stephen, Westmoreland. Blacksmith. Sept 17 at 1 at the King's Arms Inn, Kirkby Stephen Preston. Kirkby Stephen Yates, Robert, Heywood, Lancaster, Beerseller. Sep 20 at 10 at offices of Banks, Market pl, Heywood Young. Richard Wake, and Robert James Corbett, Tyne Dock, Dur. ham, Engineers. Sept 13 at 11 at offices of Alcock and Routledge, Frderick Lodge, St Thomas st, Sunderland SCHWEITZER'S COCOATINA, Anti-Dyspeptic Cocoa or Chocolate Powder. Guaranteed Pure Soluble Cocoa of the Finest Quality, with the excess of fat extracted. The Faculty pronounce it "the most nutritious, perfectly digestible beverage for Breakfast, Luncheon, or Supper, and invaluable for Invalids and Children." Highly commended by the entire Medical Press. 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A change which would tend strongly towards the end sion of the jurisdiction of the Railway Commissioners. desired would be to provide that every inquiry into a railway accident shall be held before this tribunal, assisted by the Government Inspector, and armed with power to require the company to do any works which, in the judgment of the commissioners, may be necessary to prevent similar accidents for the future; and that after such inquiry the commissioners shall (where possi. ble) hear on the spot all claims for compensation, and assess the damages payable by the railway company to the sufferers or their representatives. THE PROVISIONS of the Customs and Inland Revenue Act of the first session of the present year have doubtless given rise to many questions and complaints, but we doubt whether any case of greater hardship has arisen than that reported in a recent issue of the Irish Law Reports. In Lalor v. Jones (5 L. R. Ir. 282) the facts were these:-The testatrix died on the 2nd of August, 1879. The executor took the usual steps necessary for obtaining a grant of probate, the amount APPOINTMENTS ............................................................................................... 837 of the personalty being sworn under £35,000; and on OUR READERS will observe with regret that the Leases Bill was withdrawn last week, and thus another year's liberty is gained for owners of property who abuse the proviso for re-entry. Mr. Osborne Morgan, however (if his observations are correctly reported), gave a pledge that the Government will deal with the matter next year, and it may be hoped that a better considered measure than Mr. Warton's will be introduced. With section 18 of Lord Cairns' Bill before him as a basis, the Government draftsman need have little difficulty in framing a satisfactory provision. The important points to be borne in mind are, first, that an opportunity should be given for settling terms between the parties, without application to the court, in all cases where the breach of covenant is capable of remedy, or is a reasonable subject for compensation, having regard to the interest of the landlord; and, next, that in case an application to the court should be necessary, the burden of applying should be thrown on the lessee seeking relief. IT MAY BE SURMISED that the intimation which has appeared that the Queen has been in frequent communication with the Government as to the means to be adopted to provide as far as possible for the safety of those who travel upon, or are connected with the working of, railways may have reference to some proposed exten the 13th of September he paid £450, the amount of probate duty payable according to the law then in force. On the 22nd of September a caveat was lodged by the next of kin, and litigation ensued, which resulted, on the 15th of April in the present year, in a decree establishing the validity of the will. In the meantime, the 43 Vict. c. 14, had come into operation, and section 9 of that statute provides that "on and after the 1st day of April, 1880, in lieu of the stamp duties now payable upon probates of wills and letters of administration in England and Ireland there shall be charged and paid the duties specified in the schedule to this Act." The duty payable, as fixed by the schedule, was £815, instead of £450, but the executor applied that the probate might be sealed without payment of any further duty, arguing that since the will had been pronounced to be valid the scale of duty should be regulated by the law in force when probate was originally applied for. Mr. Justice Warren, however, held that the estate was liable for payment of the increased duty. He observed that the stamp was upon the face of it insufficient, and that the registrar had no right to make inquiry as to the time when it was actually purchased. A CURIOUS LITTLE POINT of registration law was decided, apparently for the first time, in the case of Spencer, Appellant; Harrison, Respondent, reported in last week's issue of the WEEKLY REPORTER. A testator devised copyhold property to trustees upon trust for sale and reinvestment of the proceeds, then on trust to pay the income to his wife for life, and after her decease for his children, of whom the appellant was one. The testator's wife died in his lifetime, and after the death of the testator, the trustees, by agreement among the cestuis que trust, did not sell the copyholds, but received and divided the rents between the cestuis que trust. The appellant's share was of sufficient value to confer the franchise, and he had been in receipt of his share of the rent for the proper time. But the question was raised whether he was seised in equity of the copyholds for such an estate as the statute requires that is, "for his own life or for the life of another, or for any lives whatsoever, or for any larger estate." He had clearly some beneficial interest in the land as land, for although the will contained no express trust of the land or rents till sale, there was, of course, an implied trust of a share of the rents and profits for him until sale, and an interest in the rents and profits is an interest in the land (Co. Litt. 4b.). But what was this interest? Was it a freehold interest determinable on a contingency, so as to entitle the appellant to a vote, or a mere interest at will? According to the court, the distinction between a freehold estate determinable and an estate at will turns upon the person at whose will the estate is held. If that person is the grantor, his heirs or assigns, the estate is an estate at will, whilst if that person is a stranger, the estate is a freehold determinable. Now, the estate was determinable at the will of the trustees, for since the share of one of the daughters is stated to have been settled, no effectual election to take the land as land could be made. The trustees, the court thought, could not be considered as strangers," hence the interest determinable at their will was an interest at will only, and did not confer the franchise. The decision is probably right under the peculiar circumstances, but it must not be taken to apply to cases where an election can be made to take the property in its actual state. 66 A CORRESPONDENT raises the long-standing grievance, often mooted in these columns, of the heavy court fees in county courts in common law proceedings. We believe that the reason which originally led to these amounts being fixed was a desire to secure the adoption of the principle that the fees should be few in number, easily understood by suitors, and easily kept in account by the clerks. There was also present to the mind of the authorities the consideration that if a large sum were not furnished by the suitors, the amount of the annual parliamentary grant would have to be very heavy. The three principal fees were settled with a view to these considerations, and their burdensomeness to the suitor was rather left out of sight. We have not the report at hand, but we believe we are right in saying that the County Court Commissioners of 1855 recommended that the five per cent. payable on plaints might be safely reduced to two and a half per cent.; and we think it is time some steps were taken to bring this matter to the notice of the authorities. At the memorial proceedings on the death of Judge Trigg, of the Federal District Court, at Memphis, last month, says the Central Law Journal, one of the speakers was rather hard on the "reading judge," contrasting him with what we suppose must be called the "common-sense" judge. "I do say," he remarked, "that the learned judge, in the sense of a judge who is ever exploring the reports, for decisions rather than for reasons, and who relies solely upon them, is the most dangerous of all judges. He is not much more wise than a man who would attempt to make his way through a morass at night, trusting to the guidance of the fire-fly's lamp. It is safe to say that fully half of what makes up a law library is the merest trash, and the judge who is crammed and crammed-into the dimensions of case learning has, to say the least, filled much space with rubbish that were better left open for the free play of his own faculties." J. York Sawyer, says an American legal journal, was one of the early circuit judges of this State. He prided himself upon his learning and dignity. When Springfield was a small village, he was holding court there in a log house, and had for his jail a log stable. In passing sentence upon a man for horse stealing, he said, "If such things were allowed, we could keep no horses in our stables, no cattle in our yards, no hogs in our pens, no chickens on our roosts." A tall, lean, rail-splitter, who was standing in the crowd of sturdy pioneers, who had gathered in the log court-house to hear the sentence of the court pronounced upon the horse thief, cried out at the top of his voice: "Hit him again, old gimlet-eye, he's got no friends here: we'll stand by you.' The judge feeling that his dignity had been offended, exclaimed: "Who said that ? who said that?" The railsplitter, raising himself head and shoulders above the crowd, said: "This old hoss said it, sire." Judge Sawyer, thereupon sententiously remarked: "Mr. Sheriff, take that old hoss, and put him in the stable." The sheriff obeyed the judge's order, and the rail-splitter had to remain in the log jail over night. " CHARGING A TRUSTEE OR EXECUTOR WITH INTEREST. I. ONE of the most doubtful points in the law of trusts is as to the circumstances under which a trustee or executor will be charged with interest on trust funds, and the rate of interest with which he will be charged. As the subject is one on which our readers are likely to be not unfrequently consulted, it seems desirable to consider in detail the doctrines which have been laid down by the courts of equity. It is well known that before the time of Lord Thurlow it was doubtful whether a trustee or executor who used trust money in his own trade or for his own purposes would be charged with interest. Lord Nottingham said it was a fixed rule of the court, and he would not change it, that an executrix receiving money which was secured to the testator, if she laid it out to profit, should not account for the profit; for she lent the principal at her hazard, so that if it miscarried she should make it good to the estate (Grosvenor v. Cartwright, 2 Ch. Cas. 21; Linch v. Caffy, Ib. 35). Lord Guildford, however, dissented from this doctrine (Ratcliffe v. Graves, 1 Vern. 196, 2 Ch. Cas. 152); and in Lee v. Lee (2 Vern. 548), Lord Cowper declared that, although a trustee or executor is not empowered or directed to place the trust funds out at interest, yet if he makes interest by them he shall be accountable for it. The doctrine that a trustee must account for all profits made by the use of trust mone y was laid down by Lord Harcourt (Brown v. Litton, 1 P. W. 140); but the non-liability of an executor to accourt for such profits or to pay interest on assets employed by him was unequivocally asserted by Lord Hardwicke (Adams v. Gale, 2 Atk. 106; Child v. Gibson, Ib. 603), who, in the last-named case, said that "there never was a case in this court where a Master was directed to charge interest upon an executor who made use of assets come to his hands in the way of his trade." In the first of the above-named cases Lord Hardwicke had adopted the irrational distinction laid down by Lord Macclesfield in Bromfief v. Wytherley (Prec. Ch. 505), that "if a trustee or executor is an insolvent person at the time of placing out trust money, then the cestui que trust shall have the whole benefit gained thereby, as he must have borne the loss thereof, if any had happened; the trustee or executor by his insolvency being exempted thereof and consequently running no hazard at all." Lord Loughborough, however, disapproved of this distinction (Adye v. Feuilleteau, 1 Cox, at p. 25); and it was finally demolished by Lord Thurlow, together with the distinction attempted to be established between the case of a trustee and an executor. "The doctrine I am desired to lay down," he said, "is that an executor may keep his testator's money and apply it to the uses of his trade without being liable to interest. It has been argued to this extent, that if the executor is solvent he shall not pay interest; if he is not he shall. I cannot see the reason of that case. It is impossible that this should have been laid down as the law of the court. I do not say he shall pay interest on the ground of his having called in a debt which bore interest, because an executor has an honest discretion to call in money which he thinks in hazard; but when it is called in and made profit of in the way of his trade, I think he should be charged with intercst" (Newton v. Bennet, 1 Bro. C. C. 359, 361). Although, however, it has long been settled that a trustee or executor who unnecessarily keeps in his hands moneys which it is his duty to invest or to pay to the persons entitled will be charged with interest (AttorneyGeneral v. Alford, 4 D. M. & G. 843, 851; Stacpoole v. Stacpoole, 4 Dow. 209, 224; Blogg v. Johnson, 15 W. R. 626, L. R. 2 Ch. 225, 228), the principle on which the court proceeds in such cases has been the subject of con. siderable controversy. The idea which was formerly entertained that the court, in the exercise of a quasi criminal jurisdiction, would condemn trustees or executors to pay interest as a penalty for a "direct breach of trust" (see Pearse v. Green, 1 J. & W. 135, 140; Saltmarsh v. Barrett, 14 Beav., at p. 350; Williams v. Powell, 15 Beav., at p. 468) has been disavowed, and the result of recent decisions is to base the practice of charging interest upon the ground that the trustee or executor either has made or must be taken to have made interest by his use of the trust moneys, constituting moneys in his hands "had and received to the use" of the cestui que trust (Attorney-General v. Alford, 4 D. M. & G., at p. 851 [compare, however, Mayor of Berwick v. Murray, 7 D. M. & G. 497, 519, where Lord Cranworth qualified his previous decision]; Burdick v. Garrick, 18 W. R. 387, L. R. 5 Ch. 233; Vyse v. Foster, 21 W. R. 207, L. R. 8 Ch. 309, 333). The practical effect of the latter view in restricting the liability of the trustee is to charge him with interest or profits only where he might have made them, as is shown in the lastly above-mentioned cases. In Burdick v. Garrick it was held that a trustee who had employed trust money in the business of a solicitor ought not to be charged with compound interest, because a solicitor's profit arises from the exercise of professional skill, and not from the employment of money; and in Vyse v. Foster it was held that a member of a firm who had allowed trust money to be used in the business of the firm was only liable to account for the share of the profits of the business which belonged to him as a partner. What is to be deemed an unnecessary retention of trust funds, so as to subject a trustee or executor to payment of interest, is a question of fact to be decided on the circumstances of each case. As regards trustees, little difficulty is likely to arise in arriving at an answer to the question, for there are few circumstances which can justify a trustee in keeping trust money unproductive; but, as regards executors, there is more difficulty. The question whether an executor shall be charged with interest on assets retained in his hands has been said to turn on this-viz., whether the fund has been so kept for any other purpose than that of discharging the growing claims upon it. It is frequently necessary for an executor to keep very large sums in his hands, especially in the first year after the decease of his testator; and this necessity is so fully acknowledged that, according to the constant course of the court, the fund is not considered as distributable till after that time, and interest will not be charged on balances retained by an executor or administrator till after the end of such year (Holgate v. Haworth, 17 Beav. 259, 260). If after that time an executor keeps money in his hands uninvested without any apparent reason, but merely for the purpose of using it, the court will charge him with interest (Forbes v. Ross, 1 Cox, at p. 115). The reason for charging a trustee or executor with interest being, as already stated, that he has kept trust moneys unproductive, it is obvious that he cannot escape this liability by showing that he has always had at his bankers a balance larger than the trust fund (Dawson v. Massey, 1 Ball & B., at p. 230). Nor will the existence of outstanding demands, even on probable grounds (Franklin v. Frith, 3 Bro. C. C., at p. 434); or the fact that executors had reasonable ground for retaining money belonging to the estate, and not paying it to a claimant; that they gave sufficient notice of the difficulty to the claimant, and that the claimant did not ask them to invest or appropriate the money in any manner (Melland v. Gray, 2 Coll., at p. 300); or the fact that a trustee under a doubtful will claims on reasonable grounds to be entitled to the trust fund (Mousley v. Carr, 4 Beav. 49; In re Evans' Estate, W. N., 1876, p. 205); or that, owing to the ambiguity of a will, executors cannot, without the decree of the court, know who are the persons entitled to the fund (Sutton v. Sharp, 7 Russ. 146) relieve executors from paying interest on moneys which they have kept unproductive. On the other hand, if it can be shown to be necessary to meet the exigencies of the testator's affairs that moneys should be kept uninvested, the executor will escape this liability (Franklin v. Frith, 3 Bro. C. C., at p. 434; Littlehales v. Gascoyne, Ib., 73: see Dawson v. Massey, 1 Ball & B., at p. 231, where Lord Manners said that crassa negligentia cannot in the case of an executor be imputed unless it be shown that all the purposes for which the executor kept the money were answered). Interest is only charged on funds which the executor or trustee has actually retained. If he has lost the trust fund through neglect in calling it in, the court will not charge him with interest (Tebbs v. Carpenter, 1 Mad. 290; Lowson v. Copeland, 2 Bro. C. C. 156). And if an executor, acting bona fide, pays money to the wrong person by mistake, the court, although requiring him to make it good, will not, it seems, make him restore it with interest (Saltmarsh v. Barrett (No. 2) 31 Beav., at p. 350). And it was said by Lord Eldon in Bruere v. Pemberton (12 Ves. 386) that it would be too severe to hold that an executor who had brought in his account, fairly making a claim that appeared to the court to be just, but of which he could not from the evidence, furnished by his own liberality in not making the charge during the life of the testator, avail himself, and the fund, though he considered it to be his own, proved by the judgment of the court to be the testator's, and was ordered to be paid into court, should be in the same situation as if he had known it to be the testator's property and had neglected his trust. But in In re Evans' Estate (W. N. 1876, p. 205) administrators who had claimed to be beneficially entitled to funds in their hands were, on the decision of the court that the evidence was not sufficient to support their claim, charged with interest at four per cent. GOODWILL AND INJUNCTIONS AGAINST DEALING WITH CUSTOMERS OF THE BUSINESS. CASES arising on a sale of the goodwill of a business present considerable difficulty, for two reasons. The first is that the term "goodwill" can hardly be said to have any precise signification; and the second is that, whenever goodwill is involved there is generally also some special contract affecting the same rights as those which are included by implication in the transfer of the goodwill itself. There is, too, this further difficulty: the principles which have been laid down in general terms as applicable to the rights on the transfer of a goodwill are not really universally applicable, because goodwill is a different thing in different particular cases. The goodwill of a public-house at the corner of a busy street or next door to a manufactory means the natural flow of customers to that particular house; but the goodwill of the business of a solicitor, or a dentist, or a photographer, as the Master of the Rolls said in Ginesi v. Cooper (L. R. 14 Ch. D. 596), depends very much upon personal connection. There might also be cited the possibly apocryphal case of the crossing-sweeper at the bark, who sold his business at one year's purchase for £400. The term 'goodwill,' says Mr. Justice Lindley, "is generally used to denote the benefit arising from connection or reputation; and its value is what can be got for the chance of being able to keep that connection and improve it. The value of the goodwill of any business to a purchaser depends, in some cases entirely, and in all very much, on the absence of competition on the part of those by whom the business has been previously carried on" (Lindley, p. 859). There are three cases in which the value of a goodwill has to be considered-(1) on the retirement of one of the partners; (2) on the dissolution of the partnership when some or all of the partners remain in business; (3) on the sale of the goodwill at the dissolution of a partnership to a person not a member of it, or to one of the partners. In the first case, on the retirement of one of the partners, the goodwill is left with the remaining partners. But what is meant by the goodwill in that case? Clearly something negative. The flow of customers is not interfered with, and the remaining partners are not obliged to pay a retiring partner for leaving it untouched. Of course, we are supposing a case where no special agreements are made between the retiring and remaining partners. But the retiring partner is entitled to set up immediately a similar business to that which he has just left, and next door, if he likes, to the old house: Davies v. Hodgson (25 Beav. 177). In the second case, on the dissolution of a partnership, when some or all of the partners remain in business, what becomes of the goodwill? If no agreement to the contrary be made, the goodwill is partnership property, and must be sold for the benefit of the partnership, if any partner demands a sale. But as all the partners are at liberty to set up similar businesses, even after selling the goodwill, it is obvious that the goodwill is generally worthless except possibly to one of the partners who desires to carry on the business of the firm. Whether it is valuable or not depends a good deal upon the nature of the business. In some cases it would be very valuable to any one who could also get the place of business of the firm, but worthless apart from it. of the old firm. That is how the matter was put by Lord Justice Cotton. The real point argued upon the appeal was as to the propriety of the latter part of the injunction, whereby the defendant was restrained not only from soliciting, but "actually dealing," with customers of the old firm. As has been already stated, the doctrine is clearly established until the House of Lords sees fit to modify it, that although a person sells the goodwill of his business, he is not disentitled from recommencing a similar business next door to the old house, subject only to these restrictions-he must not solicit the customers of the old business, and he must not represent that he is carrying on that business. In Churton v. Douglas (Johns. 171), a case which also arose at Bradford, it was held that John Douglas, who had retired from the partnership of John Douglas & Co., and sold his interest in the goodwill, could not set up in the neighbourhood of the old house in the same line of business and call himself John Douglas & Co. Although he might set up the same sort of business close to the old house, he was not entitled to represent his business at that of the old firm. The well-known case of Hookham v. Pottage (21 W. R. 47, L. R. 8 Ch. 91) proceeded upon the same ground. The defendant had been a partner in the firm of Hookham & Pottage, the Oxford tailors, which was dissolved by the court with a provision that the partnership business should belong to Hookham. The defendant was restrained from putting up his name at the new place of business, to which he had gone, in such a way as to make it appear that he was carrying on the old business. The principle upon which the court proceeds was stated by the Master of the Rolls in a very trenchant manner in a quotation with which he began his judgment in Ginesi v. Cooper. "The Lord Justice James has said that the command 'Thou shalt not steal' is as much a portion of the law of the courts of equity as it is of courts of law." Acting upon that principle his lordship held that a man who has sold the goodwill of his business must not deal with his old cus "A man who has sold the goodwill of his trade or business must not solicit the old customers to deal with him; but I go further, and say that he must not deal with the old customers. Can it be tolerated that men who have sold their business, including the benefit of their connection, The third case is that of a sale of the goodwill at the dissolution of a partnership to a stranger or to one of the partners. The same remarks of course apply as to the nature of the goodwill in this case as in the second. But there is this important difference in the two cases: on a dissolution simply, the goodwill remains with the partner or partners who retain the business, but upon a sale of the goodwill there is an implied contract on the part of the vendors, if they set up in a similar business, not to solicit the customers of the old firm to deal with them. Lord Justice Brett, in Leggott v. Barrett (28 W. R. 962), said, "I think that there would be an implied contract on the part of a person who sells a goodwill that he will not immediately afterwards solicit the customers who are really the people who form the good-tomers. will; and I should say the same where there is a dissolution of partnership for valuable consideration, that the outgoing partner who dissolves the partnership for good consideration does impliedly contract that he will not immediately afterwards do away with that for which he has paid, by soliciting the customers, and so practically destroying the goodwill which he has agreed to leave with the surviving partner." In that case there was a special contract, but the question arose upon an exemption out of the contract, and the decision is, therefore, upon the general law. The Master of the Rolls granted an injunction to restrain the defendant, the retiring partner, who had set up in a similar business, from soliciting any customer of the old firm, or 66 actually dealing with such customer. There had been an agreement for the continuing partner to retain the effects and goodwill and continue the business at Bradford, the other partner to retire, and not to carry on a similar business within ten miles of Bradford except at Leeds. Afterwards a formal deed of dissolution was executed by which the effects were assigned, but the goodwill was not mentioned, and there was a covenant by the retiring partner, according to the agreement, not to set up a similar business within ten miles of Bradford except at Leeds. The retiring partner did set up a similar business at Leeds, and the Lords Justices pointed out that the agreement and the deed were really the same. "The mere fact of the other (Barrett, the retiring partner) going out of the partnership," said Lord Justice Brett, "if nothing else was stated, left the goodwill in Henry Leggott, the person who had been the partner, and I presume that is the reason why nothing is said about goodwill in the deed." Therefore the question was whether or there was anything in the sale of the goodwill which could prevent the defendant from dealing with customers not can immediately after take away the benefit of that connection so sold ?" Then his lordship gives an illustration, and says, "The answer would be that he was stealing that which he had sold, and any conduct more outrageous or more opposed to morality or law could not well be imagined.” In the case to which we have just referred the Master of the Rolls was not called upon to decide the point as to restraining actual dealing with the old customers, but he had an opportunity in Leggott v. Barrett (28 W. R. 962), of acting upon the opinion which he had very clearly expressed in the earlier case. The Court of Appeal, however, did not concur with this view; and it is, to our thinking, much to be regretted that they should not have seen their way to upholding so salutary a doctrine. Mr. Justice Lindley had already characterized as "an extraordinary doctrine" the much simpler proposition that after selling a goodwill the vendor may at once set up a similar business in the immediate vicinity of the place where the old one was carried on. It must be admitted that not even the Master of the Rolls himself is more anxious than Lord Justice James to strike at the frauds of traders. In giving judgment in Leggott v. Barrett the Lord Justice said that at first it did appear to him that the court might, from the equitable view of the case, say that the defendant should be prevented from dealing with any customer whom he had solicited; but afterwards it appeared to him that that was too vague and too wide. Lord Justice Cotton pointed out that a dealing which was the result of solicitation would be matter for damages; but it was thought |