cation. Most of the other rules have reference to the

Raron Huddleston....

158

recovery of sums declared by the Act to be civil debts (1.e., sums recoverable on complaint, and not on information). The procedure prescribed is a judgment summons, to be (whenever practicable) served personally on the debtor not less than two clear days before the day on which he is required to appear. Provision is made for the payment of the amount by the debtor before or after he is imprisoned, and for the plaintiff's costs in endeavouring to enforce the order.

THE SCHEME of the new regulations for the organization of the Central Office of the Supreme Court may be shortly stated as follows:-There will be constituted for all the Divisions of the High Court

ment, the business of which will be the issue of writs of summons; the entry of writs, appearances, and judgments; the sealing of notices for service under ord. 16, r. 18; the receipt and filing of pleadings, and the transaction of all business heretofore conducted in the Record and Writ Office, except such part thereof as is transacted in the Record Department. (2) A Summons and Order Department, the business of which will be the issue of summonses in the Queen's Bench, Common Pleas, and Exchequer Divisions, and the drawing up of all orders, made either in court or in chambers, of those Livisions. (3) A Record Department, the business of which will be the filing of affidavits used in the Chancery, Queen's Bench, Common Pleas, and Exchequer Divisions, and the making or examination of office and certified copies of such affidavits; the making and examination of copies of depositions, and the custody of exhibits de

partment, for the taxation of costs in the Queen's Bench, Common Pleas, and Exchequer Divisions (except such costs as hava heretofore been taxed in the Queen's Remembrancer's Office or the Queen's Coroner's Office). The other departments of the Central Office will, we believe, be the Report, Inrolment, Judgments, Bills of Sale, Married Women's Acknowledgments, Queen's Remembrancer's, Queen's Coroner's, and Associates' Departments. The names of these last departments will afford a sufficient indication of the business to be transacted in them.

CURRENT TOPICS.

IT IS UNDERSTOOD that the new rules under the Supreme Court of Judicature (Officers) Act, 1879, were considered at a recent meeting of the judges, and that certain of the rules, relating to the organization of the departments of the Central Office of the Supreme Court were signed, and will be shortly made public.

THE RULES under the Summary Jurisdiction Act, 1879, have appeared, accompanied with a bulky schedule of forms. The first part of the rules has reference to the particulars to be entered in the register of convictions, orders, and other proceedings, to be kept by the justices' clerks under section 22 of the Act, and to the form of the account to be rendered and kept by these officials of the fines, fees, and other sums received by them. The form of security to be given for payment of fines is prescribed, and the mode in which the "security-book" is to be kept, also the mode of notice of forfeiture of the security. The time for application to state a special case, under section 33 of the Act, is limited to seven days from the date of the proceeding to be questioned, and the case is to be stated within three calendar months from the date of the

pli

ORDER 55 provides that, subject to the provisions of of the Judicature Act, 1875, "the costs of and incident to all proceedings in the High Court shall be in the discretion of the court, provided that, where any action or issue shall be tried by a jury, the costs shall follow the event, unless, upon application made at the trial, for good cause shown, the judge before whom

...

such action or issue is tried, or the court, shall otherwise order." In Collins v. Welch, recently heard by the Court of Appeal at Westminster, the action was tried at Croydon in July last, and resulted in a verdict for the plaintiff for £12. Upon the verdict being given, Mr. Justice Denman said he would consider whether the plaintiff should have his costs or not. The defendant's counsel was in court when the verdict was given, and was instructed to apply for costs under order 55, but, after the remark of the judge, the plaintiff's counsel rose and urged several reasons why the plaintiff's costs should not be disallowed, and eventually, without any application by the defendant's counsel, the judge ordered that the plaintiff should not have his costs. The Common Pleas Division were subsequently asked to set aside this order. On this occasion the court was composed of Grove and Lopes, JJ., who not long before had decided the case of Turner v. Heyland (L. R. 4 C. P. D. 432), in which the point for decision was practically on all fours with that in Collins v. Welch; and in Turner v. Heyland the court held that, upon the true construction

of order 55, a formal application by the defendant's counsel was not a condition precedent to the judge at the trial disallowing the plaintiff's costs. In Collins ▼. Welch the court said that Turner v. Heyland had never been appealed against, and they were bound by that decision. Upon the hearing of Collins v. Welch in the Court of Appeal, that tribunal affirmed the decision of the court below, on the ground that there had been what may be called a constructive application to the judge at the trial, and cause had been shown against the order. Lord Justice Bramwell expressed. an opinion that no application was necessary to enable the judge at the trial to disallow the plaintiff's costs. Lords Justices Brett and Cotton, on the other hand, thought that such application was necessary; but as they decided the case on the ground just mentioned, the court agreed that it was unnecessary to decide this point. The judgment is not very satisfactory. Collins v. Welch is affirmed on the particular facts, and Turner v. Heyland is not absolutely overruled, for the principle upon which it was decided has the sanction of Lord Justice Bramwell, but it is dissented from by Lords Justices Brett and Cotton. Both in Turner v. Heyland and Collins v. Welch it was strongly urged that, if a formal application by the defendant's counsel were necessary, injustice might sometimes happen -for instance, the judge and the counsel might be absent from court when the verdict was given, and the verdict might be taken by the associate. This possible state of things was accepted by the court as an additional reason why the judge should use his discretion as to costs, independently of the making of any application by the defendant's counsel. Curiously enough, this hypothetical case was anticipated by Lord Justice Amphlett (Baker v. Oakes, L. R. 2 Q. B. D. 171), who was of opinion that the application as to costs might be "formally made to the officer delegated by the judge to take the verdict."

THE QUESTION of allowing the costs of three counsel in the Chancery Division has advanced another step; perhaps only to be buffeted back by the Court of Appeal. When we last alluded to the matter it was in this position in order to obtain the costs of three counsel "there must not only be importance of value, but also an unusual quantity of evidence, and an unusual call upon the time of counsel from the length of the hearing" (In re Lafitte, 24 W. R. 7). And upon the question of fact as to whether a case is or is not of this description, the decision of the taxing master is final, "unless some question of law or of principle is involved." (Robinson v. Chadwick, 23 SOLICITORS' JOURNAL, 577). Mr. Justice Fry, however, on Saturday last, in a case of Millard v. Burroughes, reversed the decision of a taxing master allowing only two counsel, on the ground that it was the practice in the Common Law Divisions, whenever more than twenty witnesses were called, to allow the costs of three counsel. But as the action was purely one which would formerly have been called a common law action, the inference which can be safely drawn from the decision is somewhat limited.

THE RECENT SITTINGS of the House of Lords for the hearing of appeals during prorogation lasted (with some interruptions) for six weeks. The list contained seventeen appeals, and out of this number seven English and two Irish cases have been disposed of, while two Scotch appeals are awaiting judgment. The part-heard case of The Commissioners of Public Works v. Dalton, & Angus v. Dalton has been postponed for the attendance of the judges, and five other appeals (including the Clewer Ritual case) have still to be heard.

THERE WILL BE no special vacation notice published, so far as concerns the chamber work of the judges of the Chancery Division, but the regulations issued before the

last Long Vacation as to applications which may require to be immediately or promptly heard by the Vacation Judges, will hold good for the Christmas Vacation.

BARON HUDDLESTON is making favourable progress totowards recovery from his illness, and his lordship's attendants are not without hope that the learned Baron will be able to undertake some part of his circuit duties.

THE Solicitors' Benevolent Association has received a late Miss Harriet Hurst, through the kindness of her gift of £500 Consols from the residuary estate of the

executors.

TITLES OF NEWSPAPERS AND BOOKS.

II.

Ir the right which can be obtained in a title is a right of property, as was held to be the case in Clement v. Maddick (1 Giff. 98), and Kelly v. Hutton (16 W. R. 1182, L. R. 3 Ch. 703), and as must be the case if a title is but a species of trade-mark (Leather Cloth Company v. American Leather Cloth Company, 12 W. R. 289, 4 De G. J. & S. 137, and many other cases), the next point to be considered is the mode of acquiring such a right. And in this respect, as well as in others, titles follow the law of trade-marks, with regard to which it was said by Lord Justice Cairns in Maxwell v. Hogg (15 W. R. 467, L. R. 2 Ch. 307), that "all the definitions which have been given in this court, of the nature of the right to protection in the case of trade-marks, seem to me to be opposed to the idea that protection can be given where there has been no sale, or offering for sale, of the articles to which the name is to be attached."

In the cross-suits of Maxwell v. Hogg and Hogg v. Maxwell, the question was between persons, on the one hand, who had been the first to register a certain maga. zine title, "Belgravia," under the Copyright Acts, and also to publish a magazine under that title, though not until after an interval of some years, and, on the other hand, a person who had himself registered the title and gone to considerable expense in advertisements in the interval between the registration and the publication by the original registrants, and had also actually brought out his magazine within a very few days after theirs. The Lords Justices held that no conclusive right was conferred, either by the prior registration and short prior publication in the one instance, or by the expenditure in advertisements in the other. And Lord Justice Turner said that, "in the case of advertisement followed by publication, the party publishing has given something to the world, and there is some consideration for the world's giving him a right; but in the case of mere advertisement he has neither given, nor come under any obligation to give, anything to the world, so that there is a total want of consideration for the right which he claims"; and Lord Justice Cairns added that he was 66 prepared to hold, without any hesitation, that the mere intention, and the declaration of intention, to use a name will not create any property in that name, and to hold also that there can be no protection in this court for the intended name during the course of manufacture of the article which is to bear that name.'

Mere advertisement of the intention to use a certain name, when not followed by publication, can, then, give no right in the name, nor can registration under the Copyright Acts do so, as was held in the cross-suit cf Hogg v. Maxwell, although in that case there had also been a priority in publication, since the priority was very short in point of time, and, such as it was, had been obtained by somewhat uncandid means; and in Correspondent Newspaper Company v. Saunders (13 W. R. 804, 11 Jur. N. S. 540), a case in which the plaintiffs' title was registered on April 8, 1864, and their paper

published on May 3, 1865, and the defendants' title was registered on March 3, 1865, and their paper published on May 6, 1865, Vice-Chancellor Wood had previously held that the plaintiffs were unable to avail themselves of the entry in the register without actual publication, and, indeed, had doubted whether in any case registration as copyright would protect the title.

When, however, a literary work is actually published under a certain name, and there are no circumstances, as in the two cases last cited, to interfere with the right to the name, a species of goodwill grows up, and a right of property, which may be of considerable value, is acquired. So far back as the Chancellorship of Lord Hardwicke, the connection between the name of a newspaper and the goodwill therein was clearly recognized (Gibblett v. Read, 9 Mod. 459), and the importance at the present day of the goodwill, in which the name is unquestionably included, was only fairly stated by the New York Court of Appeal, in Boon v. Moss (70 N. Y. 465), when the court said that" the goodwill of a newspaper establishment often constitutes its largest value. . There

is one kind of goodwill which has been said to be only a probability that customers will resort to the old place; and another, far more valuable, when a retiring partner agrees not to engage in the same business in competition with the old establishment. The goodwill of a permanent newspaper establishment is generally more tangible than either."

The name and good will are not, indeed, sufficiently tangible property to be capable of seizure by a sheriff (Ex parte Foss, 2 De G. & J. 230), but they are sufficiently so to pass to the proprietor's trustee in bankruptcy, on his becoming unfortunate in business, as being "goods and chattels " under the Bankruptcy Acts (Longman v. Tripp, 2 Bos. & P. N. R. 67; Ex parte Foss), and they are sufficiently so to be assignable by the proprietor (Snowden v. Noah, Hopk. 347; Kelly v. Hutton, 16 W. R. 1182, L. R. 3 Ch. 703; Ward v. Beeton, 23 W. R. 533, L. R. 19 Eq. 207); and in the event of the sale of a newspaper, what is sold "is not the right to sell one number of it, but continuing to publish it from day to day, it may be as long as the world lasts, under the name by which it has become known," as was said by Vice-Chancellor Malins in Ward v. Beeton.

If the proprietor makes no disposition of the goodwill and name, but leaves them undisposed of at his death, they will pass to his personal representatives with his other personal property, and must similarly be accounted for by them (Gibblett v. Read, 9 Mod. 459); but it is fully competent to the owner to dispose of them, if he chooses, by will (Keen v. Harris, citeď 17 Ves. 338; McCormick v. M'Cubbin, Ct. of Sess. Cas. 1st ser., I. 541); and if only a part share in the property passes under the will, the executors are nevertheless entitled to sell and realize the value of such part share, notwithstanding the opposition of the proprietors of the other part, since they are entitled to derive what benefit they may from the property which comes to them under the will (McCormick v. M'Cubbin).

In Weldon v. Dicks (27 W. R. 639, L. R. 10 Ch. D. 247), the question was raised how far the proprietor of a book which has been published under a certain title, and has been long out of print, is entitled to restrain the use of the same title for a new and entirely different work. In that case the second edition of the plaintiff's book had been published in 1860, and it was not until the year 1875 that the defendant's work appeared under the same name as a magazine serial story, and it was only in 1877 that it was published in a separate form. Notwithstanding the long apparent neglect of his property by the plaintiff, the court declined to hold that he had surrendered his rights in respect of the name, and an injunction was awarded.

More usually than not the right in the goodwill and title of a newspaper becomes the property of several joint proprietors, and in such cases the question neces

Sarily arises, on a dissolution of the partnership, what is to become of the paper? This question was, however, definitely set at rest by the judgment of Lord Romilly in the "Household Words" case (Bradbury v. Dickens, 27 Beav. 53), in which the popular novelist, Charles Dickens, was the defendant. His lordship there said: "The property in a literary periodical like this is confined purely to the mere title, and the title of this work is "Household Words," and that forms part of the partnership assets, and must be sold for the benefit of the partners, if it be of any value." He accordingly held that the defendant was not at liberty to advertise the discontinuance of the periodical, since that would be to destroy what was partnership property, although he would be justified in advertising simply the termination of his connection with the paper; and in Dayton v. Wilkes (17 How. Pr. 510), a judge of the Superior Court of New York came to a similar conclusion that the property in "Porter's Spirit of the Times" was partnership assets.

The name of the author of a literary work fills a prominent place in the title-page, and, though it would probably not be held to form part of the title (see Crookes v. Petter, 6 Jur. N. S. 1131), is yet intimately connected with it. It may, in fact, and often does, add greatly to its attractiveness, and, when exceptionally well known, even replaces it as the selling feature in the work. Protection has, therefore, been given to a poet (Lord Byron v. Johnston, 2 Mer. 29), and a legal author (Archbold v. Sweet, 1 M. & Rob. 162), against the unauthorized use of their names, and in Clemens v. Such (July 11, 1873) the improper use of the nom de plume of the comic writer, "Mark Twain," was restrained by the Supreme Court of New York.

But the right which an author or editor has to restrain the use of his name may always be limited by contract, and, therefore, it was decided in Ward v. Beeton that the originator and first proprietor of "Beeton's Christmas Annual was not entitled to complain of the continued publication of the annual under the same title, of which his own name happened to form part, after he had parted with his property in the periodical.

In Crookes v. Petter (6 Jur. N. S. 1131) Lord Romilly came to the conclusion that the name of an editor, appearing on the title-page, formed no part of the title, and he, therefore, refused to interfere with the omission of an editor's name from the title-page of a journal, where it had been agreed that the title should not be altered without the mutual consent of the editor and the proprietors.

FARM LEASES. V.

In our last article we left for consideration the question whether, if covenants prescribing a particular rotation of crops were omitted from farm leases, the landlord could in any way be protected from the land being impoverished by the tenant. The answer to this question appears to divide itself into two heads, relating to the two classes of agricultural tenancies in this country.

As regards tenancies from year to year, the remedy of the landlord is simple. If the provision of the Agricultural Holdings Act relating to notice to quit has been excluded, the landlord will have no difficulty in speedily dismissing a tenant who is impoverishing the land. And a provision in the lease or agreement that the landlord shall be able, by notice to the tenant, to be given at any time within the last six calendar months of the tenancy, to require a special survey to be made of the farm by two valuers, one to be appointed by each party, who shall have power to assess damages for im. poverishment or ill condition of the land, such damages to be paid to the landlord, or 'retained out of any compensation which may be payable to the outgoing tenant under the custom of the country, would probably afford a sufficient remedy for any deterioration of the land occurring before the determination of the yearly tenancy.

The case of leases of farms for terms of years occasions more difficulty. The lessor cannot be expected to give up the cultivation covenants, and place his land for several years at the mercy of a tenant without taking substantial guarantees against deterioration of the land. How are these to be obtained? Now, on this matter some things are evident. It is tolerably plain that in leases for terms of years no mode of protection which can only be obtained through the intervention of an inquiry into the state of the land by valuers or a jury, will be satisfactory to landlords. Proof that the land is falling off in condition is, at all events in the earlier stages of the process, difficult, and, where the penalty is forfeiture of the lease, rigid proof is necessarily required. The landlord may be satisfied that the tenant is not cultivating his land properly, but he may be unable to make this out so clearly as to satisfy valuers or a jury that the tenant ought to be deprived of his farm. Hence, the suggestion that where cultivation covenants are dispensed with the landlord should have power to re-enter, in case two valuers, to be nominated by the county court judge of the district or some other disinterested official, should certify that the farm has boon cultivated in a manner likely to impoverish the soil, appears to be unpractical. It would only be in extreme cases that valuers could be brought to condemn the tenant to forfeiture of his lease.

The remedy must be in the hands of the landlord;

but it must not be in excess of the evil it is intended to prevent. It would be obviously unfair to the tenant that he should be liable to be ejected or fined on the mere suspicion of the landlord. But there can be no hardship, so far as we can see, in leaving an option to the landlord, if and when he has reason to suppose that the tenant is impoverishing the land, and on due notice to the tenant, to reimpose the cultivation covenants which, in reliance on the skill and honesty of the tenant, he has conditionally consented to abandon. It is not likely that a landlord will reimpose these fetters on a tenant who keeps his land clean and well tilled; there can be no motive for his doing so; but the fact that the landlord has this power will not be without its influence on the practice of even the best tenant. With regard to the manner in which the arrangement we suggest should be carried out, the form of lease which during the last eight years has been in actual use on the Holkham estate of the Earl of Leicester affords very valuable suggestions. The scheme of this lease is to afford the utmost freedom of cultivation to a tenant who keeps the land in good order, at the same time reserving to the landlord the right at any time to reimpose the ancient restrictions in case the mode of cultivation should appear to be such as to impoverish the land.

The way in which this is worked out is, shortly, as follows. By the first clause of the agreement it is provided that the tenancy is to be for twenty years, commencing, &c., 1 but to be terminable at the end of sixteen years at the request of the tenant, with the consent of the landlord, "with the intention that the landlord shall then, if he think fit, grant a new lease from the end of the sixteenth year, at the old rent for the first four years of the new term, and for the remainder of the term at the rent that may then be agreed upon." The object of this provision will be seen from elause 6, which provides that the tenant is to cultivate and manage the farm during the first sixteen years of the term according to his own judgment, and to have full power during such time to dispose of all or any portion of the produce of the farm by sale or otherwise. But during the last four years of the term the tenant is to bring the arable lands into the fourcourse system of husbandry practised in Norfolk. The result is that, if the landlord is satisfied with the condition of the farm at the end of the first sixteen years, he will renew the lease; if he is not satisfied, he will simply refuse to grant a new lease, and then the tenant will be compelled to bring his land into the four-course system. By way of further precaution it is provided that when any valuation shall be made of

the hay, turnips, mangold wurzel, and muck to be left at the end of the tenancy, the person or persons making such valuation shall take into consideration "the state, condition, and usage of the farm and premises, and determine whether the farm is then in a clean

and creditable state; and, if not, shall determine what sum of money shall be paid to the landlord as compensation therefor, and shall deduct such sum from the amount which the hay, turnips, mangold wurzel, and muck shall be adjudged to be worth."

Four years would, however, even with these precautions, be too short a time to restore to good con dition a farm which had been improperly cultivated for sixteen years; moreover, by the death of the tenant during that term the landlord may have imposed upon him an occupant of the land bound by no restrictions as to cultivation, yet of whose skill in the management of a farm he knows nothing. Accordingly, by clause 10, the landlord reserves to himself the power at any time during the first sixteen years of the term, by notice in writing, to require that the arable lands shall be brought into the four-course system; and "the tenant, on receipt of such notice, or in the event of the death of the tenant, his executors or administrators, without notice, shall bring the arable lands into the four-course system; and from such time he or they shall continue so to farm the lands-namely, the one-fourth part in winter corn, upon olland or grass of one year's lying, shall immediately after such winter corn be summer-tilled and sown with turnips or mangold wurzel, and then sown with barley or other spring corn, and laid down for one year with a sufficient quantity of good clover or grass seeds." Moreover, after such notice, or on the decease of the tenant, and during the last four years of the term, the tenant, or his executors or administrators, are bound to consume on the farm all the produce, and subjected to other usual restrictions and obligations to be found in the old farm lease. It appears to us that in some such direction as this there is to be found the solution of the difficulty of reconciling freedom of cultivation with security against impoverishment of the

land.

One other matter relating to farm leases has been brought prominently into notice by the recent extraordinary seasons. It is singular that among the numerous provisions which have been added to these instruments by the ingenuity of conveyancers, so little attention should have been devoted to the obligation of the tenant to keep the land free from weeds. This is, of course, of special importance at the end of a lease, when the temptation to the tenant to neglect this matter is strongest, and no lease for a term of years should be granted without some such provision as that properly cleaned and weeded during the last two years "the tenant shall have all the crops upon the farm of the tenancy; and the landlord shall have the power to do this work at the expense of the tenant, if it be landlord or his agent." not effectually done upon notice in writing from the

The health of Mr. Cole, Q.C., M.P., has improved, and Sir William Jenner considers him now out of danger.

It is stated that the authorities of the post-office are about to issue a new penny postage-stamp. It is said to be a great improvement upon the present stamp in form, the colouring is lighter and more cheerful than the brickdust red with which letter-writers are familiar, and the gum seems also to be of better quality.

On Wednesday morning, at the sitting of the Leeds Police-court, Mr. W. Bruce, stipendiary magistrate, said : I have received a circular from the Home Office this morning informing me that the Recorder of Leeds will on the 1st of January, 1880, be appointed Director of Public Prosecutions for England and Wales. Mr. Bruce added: I have known Mr. Maule, Q.C., professionally since 1858, and I may perhaps be allowed to say that in my humble opinion no better appointment could have been made.

General Correspandence.

IN RE THRIFT.

[To the Editor of the Solicitors' Journal.] Sir, I see a report in a recent issue of the WEEKLY REPORTER of Ex parte Kimber, In re Thrift, heard before the Court of Appeal.

Lord Justice Brett said to me, "You may take it, Mr. Kimber, that your proof was wrongfully rejected." This was practically a decision in my favour.

Lord Justice James is rightly reported to have said, "If he had made no delay and had applied immediately after the rejection of his proof, the court might have taken a different view." Now, there was no evidence whatever that I had made delay; on the contrary all the documents showed that the appeal was made with the utmost dispatch. The delay occurred, if any, in the hearing of the appeal after it was set down.

His lordship is rightly reported to have said that "under the circumstances we must follow the settled practice." Now, I venture to think that the settled practice is, and always has been, in accordance with Ex parte Crowther, decided by the Chief Judge. It has over and over again been held that the Act of Parliament was imperative, and could not be departed from, and that a majority of creditors controlled the choice. As the appointment of the trustee would have been altered had my proof not been wrongfully rejected, it seems clear that the application to vacate the trustee was the proper form in which such an application should be made.

Immediately after the decision was pronounced, I applied to their lordships for leave to appeal to the House of Lords, but I am sorry to say this leave was refused. I do not know why it should have been refused, as the question is one seriously affecting both the public and the profession and the administration of the law of bankruptcy. EDMUND KIMBER.

22, Queen-street, E.C.

Cases of the Week.

CONTRACT FOR DELIVERY OF GOODS BY INSTALMENTSBREACH-MEASURE OF DAMAGES-MARKET PRICE.-In a case of The Dunkirk Colliery Company v. Lever, before the Court of Appeal on the 19th inst., a question arose as to the proper measure of damages in the case of a breach of a contract for the delivery of goods by instalments. The contract was entered into in April, 1875, and by it the plaintiffs agreed to sell, and the defendant agreed to buy, 15,000 tons of Cannel coal, to be delivered at the pit siding at the rate of 300 tons per week, at the price of 26s. per ton. The defendant afterwards refused to perform the agreement, and the main question was as to the damages to which the plaintiffs were entitled, the price of the coal having fallen considerably. It appeared that there was no regular market for that description of coal. The defendant broke the contract in July, 1875. The plaintiffs in February, 1876, succeeded in selling 15,000 tons of the coal to the Corporation of Manchester at 19s. per ton. They had previously made several unsuccessful endeavours to obtain a higher price. Jessel, M.R., was of opinion that the plaintiffs had acted reasonably and properly, and that the true measure of damages was the difference between the 268. and

the 193. per ton, and this decision was affirmed by the Court of Appeal (JAMES, BAGGALLAY, and THESIGER, L.JJ.). Both the Master of the Rolls and the Court of Appeal held that the defendant could not require the plaintiffs to alter their accustomed mode of conducting their business-e.g., that it was no objection to the price which they had obtained from the corporation that they did not advertise the coal for sale, they not having been previously in the habit of advertising their coal.

COMPANY-LIQUIDATION-RECONSTRUCTION-ASSENT SHAREHOLDERS-COMPANIES ACT, 1862, s. 89.-In a case of Re Skerne Ironworks Company, before the Master of the Rolls on the 19th inst., a motion was made on behalf of a committee of shareholders to stay all further proceedings in the liquidation of the company; that the liquidator might be ordered to deliver over the property of the company to the directors; that a meeting might be held for the appointment of new directors, and that in the meantime the old directors might exercise the powers given them by the memorandum and articles. The winding-up order was made in May last, and at a subsequent meeting of shareholders it had been resolved to reconstruct the company on a new basis. One of the parties largely interested had bought up all the debts, except a small amount, which he undertook to pay or compound, and the same gentleman also undertook to pay or satisfy the present debenture holders in the company. As to the shareholders, nearly half assented to the new scheme of reconstruction, but the liquidator had received some notices of dissent from shareholders, and on the hearing of the motion he submitted the question to the court whether or not the other shareholders had had the matter sufficiently explained to them, and had had sufficient time to enable them to judge of the propriety of the scheme. There was a question raised as to whether the mode in which the company had been promoted had been clearly enough brought to their notice. JESSEL, M.R., was of opinion, on the documents, that the matter had not sufficiently been brought before the nonassenting shareholders, and he, therefore, directed a meeting discussed, and he allowed the further hearing of the motion of the shareholders to be held, at which the matter might be to stand over till after that time. He also directed the liquidator not to take any steps in the winding up in the meantime. The 89th section of the Companies Act, 1862, under which the motion was made, gives the court power 66 at any time after an order has been made for winding up a company, upon the application of any creditor or contributory of the company, and upon proof to the satisfaction of the company, that all proceedings in relation to such winding-up should be stayed, to make an order staying the same either altogether or for a limited time, on such terms, and subject to such conditions as it deems fit."

COMPANY APPLICATION FOR SHARES ALLOTMENT POSTING OF LETTER-NON-RECEIPT BY APPLICANT-EVI. DENCE. In a case of Re Shirehampton Gas Company, also before the Master of the Rolls on the 19th inst., a question arose whether the posting of a letter of allotment to a contributory had been sufficiently proved so as to bring the case within the authority of Household Fire Insurance Company v. Grant (L. R. 4 Ex. D. 216), and to fix the allottee to the contract. A motion was made by certain contributories to strike their names off the share

register of the company, which was now in liquidation, on the ground that they had not received any notice of allotment of the shares. They all swore positively they had never received by post any notice of the allotment. The secretary of the company was called and proved that the letters of allotment were all sent out together; that by his in his presence; that he had stamped them in his presence; direction his son, who was now abroad, had addressed them and that he had then acccompanied his son, who had the letters in a basket, to the post-office; that he saw his son go into the office and return without the letters of allot. ment. It was proved that others of the allottees had duly received their letters of allotment. The secretary also produced a diary in which an entry appeared on the date of the posting of an amount paid for stamps. JESSEL, M.R., was of opinion that the posting was sufficiently proved; he said there was no law as to the amount of proof required, and sitting as a jury, he was of opinion there was sufficient in the present case. The secretary could not say he had actually seen the letters posted, but the fact of the addressing, stamping, and taking to the post by one whose duty it was were distinctly proved. The entry in the diary was conclusive, and he should not require the evidence of the son to be taken. The motion must, therefore, be refused, with costs. His lordship also said his impression was the

applicants did receive the letters of allotment.

LIEN FOR PURCHASE-MONEY ON PARTNERSHIP ASSETS.-In a case of Mycock v. Beatson, before Fry, J., on the 19th inst., the action was brought for the rescission of an agreement for

RESCISSION OF AGREEMENT FOR PARTNERSHIP-FRAUD