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evidence shewed that it was in the Barralong country, which had become a British “Protectorate" under a Treaty made in 1884 with the chief Montsioa. There was no express cession of territory, but it had ever since been administered under British authority, and Cape Law had by proclamation been applied to it. The Court directed the jury that the territory was under British dominion and the jury found this as a fact. Lord Russell made some interesting remarks upon the nature of “Protectorates,” and pointed out that “the question is whether, by “whatever name it is called, the Crown exercised and “ assumed by its representatives sovereign dominion and “ authority."*

As regards the application of the Act to the expedition, Lord Russell deemed that “in point of Law, it is not the " less an expedition against the dominions of a friendly “State even if it was not aimed at overthrowing the

Republic or was prompted by philanthropic or humane “ motives or aimed at obtaining some reform of Law.”+

*

Contraband of War. A question of indirect interest to students of International Law arose in the case of Nobel's Explosives Co. v. Jenkins and Co., 1896, 2 Q.B. 326. The plaintiffs consigned dynamite in the defendants' ship under a bill of lading by which it was to be delivered "at Yokohama or so near “thereunto as she may safely get." The bill contained the usual exception of “restraint of princes.” On arrival at Hong Kong, owing to the outbreak of the war between China and Japan, the master landed the goods. In an

* Times' L.R. XII., p. 590.

† Times L.R. XII., p. 593. [The point suggested at p: 264 of Vol. 21 of this Magazine was not raised.--Ev.]

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action for breach of contract the Court held that the risk of the goods being seized as contraband by Chinese warvessels amounted to a “restraint of princes,” and justified the step taken by the master, “ The analogy of a restraint " by a tlockade or an embargo," said Mathew, J., “seems "to me sufficiently close. The warships of the Chinese Government were in such a position as to render the

sailing of the steamer with contraband of war on board a “matter of great danger, though she might have got away

safely.” The present case may be compared with the familiar decisions in The Teutonic, L.R. 4 C.P. 171, and Geipel v. Smith, L.R. 7 Q.B. 404. See Halleck's International Law, vol. ii., p. 200.

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Private International Law.

Foreign Bankrupt. A curious point arose in In re Clark; ex parte Beyer Peacock & Co. (Limited), Times' L.R. XII., p. 625. A debtor was a foreigner resident abroad when a bankruptcy notice was issued, but while on a visit to England for a few days was served with the notice. He applied to set the notice aside on the ground that he had not within the preceding twelve months ordinarily resided, or had a dwelling-house or place of business in England, and was not therefore subject to the Bankruptcy Law. The Court of Appeal held that, even assuming this to be the case, there was nothing to make the notice invalid, whatever might be the validity of a future petition or other proceedings.

*

The Lex Fori as Governing Procedure.
Romer, J., in In re Doetch ; Matheson v. Ludwig, 1896,
W.N., p. 82, followed Bullock v. Caird, L.R. 10 Q.B. 276,
and thus confirmed the rule laid down by Westlake in his

Private International Law, $ 347, that “when, by the proper “ Law of a contract made with an unincorporated firm, each partner in that firm may be liable on it in solidum

by some mode of procedure or other, the lex fori “ determines whether any partner may be sued individually “ before the others have been sued.”

The recent case was one in which the plaintiffs were creditors of a firm in which the partners were S. and D. carrying on business in Spain. D. died in England leaving property here, and appointing executors resident here. The plaintiffs and other joint creditors of the firm claimed administration of D.'s estate and payment thereout of the joint debts of the firm. It was pleaded in the defence that the rights of the plaintiffs were governed by the law of Spain, under which the joint creditors were not entitled to payment out of the separate estate of a deceased partner until they had exhausted the property of the firm. The Court held that the defence was bad, as the plea simply stated a matter of procedure which was a question determinable by the lex fori. Dicey, in his new work on The Conflict of Laws, does not appear to specifically deal with this point. The principle, however, practically results from his Rules 178 and 188. See particularly pp. 674, 675. Compare the case of Re Kloebe, 28 Ch. D. 175.

John M. Gover.

45

AN

VIII.-NOTES ON RECENT CASES (ENGLISH).

Company Votes. In Person or by Proxy ?
N interesting question in connection with company

matters is as to whether a proxy holder can vote for self and proxy on a show of hands. The general opinion is that holders of proxies ought certainly to be able to vote for the giver on a show of hands. In the case Re Horbury Bridge Coal, Iron, and Wagon Co. (11 Ch. D. 109), it was laid down that at a meeting the proper way of ascertaining the votes was by show of hands, and, inasmuch, as shareholders represented by proxy could not show their hands, therefore, proxies could not be counted when votes were taken by show of hands. This view seems, however, open to doubt. In Re Caloric Engine and Syren Fog Signals Co. (52 L.T.N.S. 846) it was held that on the show of hands each shareholder must count as one person, without regard to the number of proxies he has. In Re Bidwell Brothers (1893] 1 Ch. 603 it was considered, that at a meeting of the shareholders of a company, where the articles permitted voting by proxy, even though no poll was asked for, the chairman, in order to find out the number of votes given, must include the vote of each person who has named a proxy, not, however, according to the number of shares held by him, but as one vote. In the case of Ernest v. Loma Gold Mines, Limited (101 L.T. Journ. 327), the decision of Re Bidwell Brothers was not followed. For it was held that in voting by show of hands, proxies do not count. According to Reg. v. Government Stock Investment Co. (3 Q.B.D. 442) proxy holders cannot demand a poll. The holders of twenty shares can carry a resolution, notwithstanding the objection of the holders of 200 shares, unless at least five of those holders are present in person.

Another case

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bearing on votes and proxies is Re Belcher's Patent Smoke Preventer Company Limited (21 “ The Accountant,” p. 1028), where it was held that proxies should be counted on a show of hands. In that case, it appeared that the directors had given notice of an extraordinary general meeting to pass a special resolution, and the question arose, which had to be decided by Mr. Justice Kekewich, was whether or not the resolution had been lawfully passed by the requisite majority of three-fourths. According to the Articles of Association, three persons present, either in person or by proxy, were to form a quorum at general meetings of the company. Here, only four persons were present, though the directors had proxies for nine other persons. It was contended for the directors that two members personally present and the nine proxies had voted for the resolution, as against two persons personally present who voted against it. On the other hand, it was argued that proxies could not be counted unless a poll was demanded. Mr. Justice Kekewich held that the chairman was entitled to record the votes, not only of those present in person, but also those present by proxy. These divergent decisions with regard to the question of proxies and votes can only be overcome by a proper clause being introduced into the Articles of Association of each company. Such contradictory judgments as these, though it must be assumed that there were some distinctive differences in each case for such divergent decisions to be given, remind one of the case of the sovereign and the shilling. One man had given another a sovereign under the impression that it was a shilling. The receiver, likewise, had the idea that it was a shilling, but subsequently finding out that it was a sovereign, spent it all. The question arose had there been larceny. A court of fourteen judges discussed the point, and the judgments curiously enough were alternately. one in favour of the conviction, and the

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