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the filing of the bill. Defendant was also ordered (in addition to the decree of STUART, V.C.) to give indemnity for all expenses which might be incurred by the plaintiff in respect of the shares not having been registered in the name of the former. — Paine v. Hutchinson, Law Rep. 3 Ch. 388.
2. A broker purchased shares of the plaintiff, in a company subsequently wound up, for and by order of W. By the usage of the stock exchange, the purchaser's name was not disclosed to the plaintiff until the next settling day, when the broker, also by order of W., gave the name of G., the defendant. The deeds of transfer were made out to G., handed to him for execution, kept by him for some time, and finally deposited as security for the purchase money with which he was debited. G. expressed no dissent to the vendor, but only to W. Specific performance was decreed against G. - Shepherd v. Gillespie, Law Rep. 5 Eq. 293.
3. Upon the sale of a public-house as a going concern, time is of the essence of the contract. When, instead of being able to procure a transfer of the license in five days from the time of sale, as they were bound to, the business going on meanwhile, the vendors could only obtain one for the defendants by a more expensive process, with considerable delay, and, after a suspension of the business for two or three days, a decree for specific performance was refused. — Day v. Luhke, Law Rep. 5 Eq. 336.
4. In November, 1861, S. agreed to purchase from the plaintiff “ the mill property, including cottages, in E.; all property in E. to be freehold;" and verbally agreed to take a limited title. A correspondence was carried on for the purpose of perfecting the title till Dec. 12, 1864, when notice was sent to the plaintiff, that, unless he complied with certain requisitions, within a week, S. would require a perfect title to be made out within five weeks, or would abandon the bargain. A bill for specific performance was filed Aug. 12, 1865. Held, that the written contract was not too ambiguous to satisfy the Statute of Frauds, or to be enforced; that there was no culpable delay, as the time occupied in negotiations must be excluded, and the notice of Dec. 12 was an admission of a subsisting contract; that the limited title was not an objection, as defendant had notice, agreed to it, and also had waived the point by not raising it sooner; and that, though either party may by subsequent notice make time of the essence of the contract, a reasonable time must be allowed, which had not been done. The decree limited objections to title to those made.in a letter of June 14, 1863, accompanied by an opinion of counsel, and accepting the title, subject thereto.McMurray v. Spicer, Law Rep. 5 Eq. 527.
STAMP. By the 17 & 18 Vict. c. 83, § 5, no person shall be entitled to recover in an action brought on any foreign bill of exchange, unless it had the stamp required by the act upon it at the time it was transferred to him. In such an action, the plaintiff could not remember whether the bill was stamped when he received it, but it was so when produced at the trial. Held, prima facie evidence that the act had been complied with. — Bradlaugh v. De Rin, Law Rep. 3 C. B. 286. STATUTE OF FRAUDS. — See DAMAGES, 2; SPECIFIC PERFORMANCE, 4;
band's estate to refund; and the fact that B. was also a trustee did not change the
– Butler v. Carter, Law Rep. 5 Eq. 276. See BANKER; LIMITATIONS, STATUTE OF, 3; WILLS, 6, 8.
ULTRA VIRES. 1. In October, 1864, the defendant company, having borrowed all the money (£60,000) which it was empowered to, issued a debenture for £500 to W. Later in the same year, seventeen similar debentures were satisfied by a sale of goods on execution. February, 1865, the directors re-issued four debentures for £500 to E., in return for his check for £1,000, and an overdue Lloyd's bond for £1,000. March, 1865, they re-issued ten more debentures for £500, to E., for cash; and in July, 1865, they issued one for £1,000 to L., under an agreement for the hire of engines. By $$ 39, 40 of the Companies Clauses Act (8 & 9 Vict. c. 16), the power of reborrowing shall not be exercised without the authority of a general meeting of the company; and a copy of the order of a general meeting giving such authority, and certified by one of the directors to be a true copy, is sufficient evidence of the same having been made. No general meeting was called to authorize the above reborrowing. Held, that the debenture issued to W. was void, as ultra vires. Those issued to E. for cash were valid, notwithstanding the want of a general meeting. The above $ 39 was not for the protection of other creditors, but of the company against the directors; and though the latter might be personally liable, as between themselves and the company, the clause was directory, as against the holder of the debenture. The debentures issued for the Lloyd's bond were void, unless it could be shown that it was given for money due to a contractor or the like, and not merely for money borrowed. L. was to be paid the amount actually due him under the agreement. — Fountaine v. Carmarthen Railway Co., Law Rep. 5 Eq. 316.
2. Defendant Company A. was registered for financial operations; by the articles, the limitation of the liability of shareholders was to be unalterable, but there was a power to amalgamate with other companies having the same objects. In March, 1865, it was agreed between the respective directors that Company A. should be amalgamated with Company B., registered for banking and financial operations, and any further objects which the company might from time to time adopt.” Shareholders of A. were to take 25,000 shares of B. at £6 per share, to be credited as £5. This sum of £150,000 to be paid from the assets of A., and, if they proved insufficient, then by a call on the shareholders of the same. The amalgamation and the winding up of A. were resolved on, April, 1865. Held, not within the powers of the directors of A., under their articles, as the objects of B. were different, and the liability of the shareholders of A. was increased; nor under Companies Act, 1862, § 161, as it was not a sale of the assets of A., with an option of purchase of shares in B., but a binding of A. to take 80 many shares, and making its shareholders liable to a call for that purpose before it could be dissolved.
The plaintiff, as shareholder in A., first knew that any thing erroneous had been done in June, 1865. In September, 1865, notice of the registration of certain shares in B., under the arrangement, was first sent to the Registrar of Joint Stock Companies, and advances were made by B. to A., nothing serious having been done before. Bill filed Nov. 10, 1865, on behalf of all the stock
VESTED INTEREST. A testator bequeathed £20,000 in trust after his daughter's death, for such of her children as she should appoint, and, in default, for all her children who should attain twenty-one, in equal shares as tenants in common. He gave powers of maintenance out of the income of the share to which any such child might be presumptively entitled, and powers of advancement to the extent of one-fourth of the portion to which any such child should be presumptively entitled. The daughter, by her will, appointed that the trustees should raise for each of her two younger children, F. and M., who should reach twenty-one, £2,000, and subject thereto, as to the whole of the fund, to all of her children who should reach twenty-one, in equal shares as tenants in common. She died, leaving four children. The eldest of these having reached twenty-one, held, that said eldest child was entitled to one-fourth of the income of the whole £20,000 which had accrued since the death of her mother; and that after payment to her of her share of capital, she would be entitled, during the respective minorities of F. and M., to one-fourth of the income of the two sums of £2,000 appointed to them in the event of their reaching twenty-one respectively. – Gotch v. Foster, Law Rep. 5 Eq. 311. See Will, 7.
WAIVER. See SPECIFIC PERFORMANCE, 4.
WARRANTY See SALE.
WAY. The owner of two adjoining closes, A. and B., made and used a way across B. to A. for farm purposes, and afterwards conveyed A., "together with all ways ... thereto appertaining, and with the same now or heretofore occupied or enjoyed.” The purchaser had access to A. from other land of his own. Held, that, as there was no roadway over B. to A. before the unity of possession, the right to use it did not pass by the above grant. — Thomson v. Waterlow, Law Rep. 6 Eq. 36 followed. — Langley v. Hammond, Law Rep. 3 Exch. 161. See COMPANY, 4.
WILL. 1. A will, disposing only of property in a foreign country, is not entitled to probate in England. — In the Goods of Coode, Law Rep. 1 P. & D. 449.
2. A will, after specific devises and bequests, continued as follows: “I give all the rest of my household furniture, books, linen, and china, except as hereinafter mentioned, goods, chattels, estate, and effects, of what nature or kind soever, and wheresoever the same shall be at the time of my death,” to trustees, “ their executors, administrators, and assigns," to sell and pay the proceeds as directed. (Surplus, after payment of debts and a legacy, to A. and B.) Then followed a bequest of ready money, proceeds of the sale of specified land, securities for money, and all sums due to testator at his death, and then further specific bequests. At the date of the will, and at the time of his death, testator was seised of a freehold estate not mentioned in the will. Held (contrary to the decision of Sanderson v. Dobson, 1 Exch. 141, and following s.c. 7 C.B. 81,