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considerably increased, and the position of a county court judge should be accepted as a recommendation rather than a disqualification for promotion to the bench of the High Court, and, with such improvement in the position of county court judges, it might be anticipated that barristers of promise and marked ability would be more willing than now to accept county court judgeships. LAND TRANsfer.

The Land Transfer Acts, 1875 and 1897, will on the 1st of November next, by virtue of an Order in Council, be in operation for compulsory registration of title on sale in the parishes of Hampstead, St. Pancras, St. Marylebone, and St. George's, Hanover Square; and other parishes and places in the County of London will, by the same order, be brought within the compulsory area on the 1st of March, 1889, the 1st of October, 1899, the 1st of January, 1900, and the 1st of July, 1900. I need not recapitulate now the facts and circumstances so often stated under which the Council of the Incorporated Law Society, with the approval of the associated provincial law societies, made certain terms with the Government under which opposition was withdrawn to the passing of the Act of 1897. But I may observe that it is under one of the terms so made the profession and the country have secured the great advantage that no further order will be made for three years from the making of the first order, and in that time it will be seen by its practical working in the County of London whether registration of title confers upon the community the benefits which have been prophesied, or whether, on the other hand, it is found to be an obstruction to the rapid and inexpensive transfer of property. The Council and members of the Incorporated Law Society who, as solicitors, have the most knowledge of the practice of conveyancing, have always looked upon compulsory registration of title as a system likely to work unsatisfactorily, and it remains only now to be seen whether it is a system which in actual working commends itself for further

adoption.

LEGAL EDUCATION.

The late Mr. Joseph Travers Smith, who died in 1897, bequeathed £6,500 stock in trust to provide three scholarships of £50 each, one to be granted each year, and to be held for three years, and to be in the gift of the Incorporated Law Sociey by its Council, and to be awarded in the following manner: The examiners are to certify to the trustees, under the testator's will, the three persons who have passed the best examination at the last final examination of the year, having been under the age of twenty-six years at the date of such examination. The trustees to select from such three persons, for recommendation to the Council, the person whom they shall in their uncontrolled discretion deem to be the best qualified by personal character, general intelligence, and cultivation, and the nature and class of his attainments, to do credit to their selection and to the scholarship. The trustees to be entitled to ask the examiners for, and to receive, any confidential opinion or suggestion as to the qualifications or merits of the persons, or any of the persons, certified by them. The year's scholarship to be granted, if at all, by resolution of the Council to the person so selected by the trustees. The testator empowered the examiners to decline to certify, the trustees to decline to recommend, and the Council to decline to grant, a scholarship without reason assigned. The testator also empowered the trustees to determine all questions of intention, construction, or otherwise, of this scheme without appeal. Also he gave the widest power to the Council to make by-laws or new laws for the regulation of the scholarships and the fund, and to alter the number, duration, condition, or objects of the scholarships, so that the same remain under control of the trustees and the Council of the Incorporated Law Society, according to the general intention of his scheme, and applicable for promoting or encouraging legal education of solicitors. The testator has made a new departure in providing that his scholarships, which will be the most valuable examination distinction in the gift of the Law Society, should be conferred on a candidate at a final examination, instead of at the usual honours examination, and it may be anticipated that the November final examination of each year will, in consequence, be chosen by a large number of candidates, in the hope of obtaining the benefit of the testator's munificence. I do not suppose that it will in any other way affect the system of examinations adopted by the society, as the numerous other prizes in the gift of the society will continue to be awarded on the results of the honours examinations. I think there is no great reason to doubt that Mr. Travers Smith intended his scholarships should depend on the result of the final examination as distinguished from the honours examination; but it might be argued that the honours examination is a part of the final examination, and only established to find by a further and more searching test who are the ablest candidates. The trustees, however, formally decided, on being requested by the Council to do so, that the scholarships should depend on the final examination as distinguished from the honours examination. It may be that the power of the Council, which I have quoted, to make by-laws or new laws, would enable the Council to so alter the scheme as to make the scholarships depend on the Michaelmas honours examination, or the four honours examinations held during the year; but the Council, having regard to the decision of the trustees as to the construction of the scheme, resolved that the terms of the testator's scheme should, as far as practicable, be carried into effect, and it is intended to award the first scholarship after the November examination of the present year. Probably sometimes the scholarship will fall to a candidate who does not go in for the honours examination, but I am not prepared to think that any very serious harm will follow such result, and it may be that Mr. Travers Smith held the theory, which is held by many, that some of the most useful and successful solicitors are contented to satisfy the examiners at the final examination, or even to try again after not satisfying them, and

that it makes no difference whatever in a solicitor's success in life whether he is postponed, or passed without postponement, or started in his professional career laden with all the prizes and gold medals and certificates of merit which the Council of the Incorporated Law Society can confer upon him. THE LONDON UNIVERSITY.

The London University Commission Bill, which was before Parliament ment of Commissioners, who are to make statutes in general accordin last session and has passed into law, provides for the appointance with the scheme of a report of the Commissioners appointed to consider the draft charter for the proposed Gresham University in London. Such report recommended that certain institutions, including the Inns of Court and the Incorporated Law Society, should become schools of the university and be open to visitation by the university; and, as regards the Incorporated Law Society, the commissioners reported that they entertained no doubt that the society would be disposed to co-operate and provide a substantial four members of the Senate should be appointed by the Inns of Court, contribution to a common system of instruction. The Bill provided that and two by the Incorporated Law Society. It therefore appeared to the Commission Bill, unless modified, it would be possible for the Incorcommittee who considered the subject that under the London University porated Law Society to be brought in compulsorily as one of the schools forced to accept two seats on the Senate, and also that the examinations of the new university, involving visitation by the university, and to be now conducted by the Incorporated Law Society might be superseded by those of the new university; and having regard to the provisions of the Bill as brought in, the Inns of Court and the Incorporated Law Society felt that the statutes and regulations to be made might not their improbably affect powers, rights, and accordingly the following clause was inserted in the Act at the privileges; and instance of the Inns of Court and the Law Society: "Nothing in this Act shall affect or authorize any interference with the rights and privileges of any of the Inns of Court or the Incorporated Law Society"; and also the following proviso at the end of the clause in the schedule naming the bodies who should appoint the Senate: "Provided that, if and as long as any of the above-mentioned bodies fail to exercise the power of appointment hereby given in every such case, the power shall be exercised by her Majesty with the advice of the Privy Council." The above amendments of the Bill appear to sufficiently guard the interests of the Incorporated Law Society, while at the same time enabling it to take a part in furthering the scheme so far as may be considered desirable. There does not, however, seem to be any reason why the Incorporated Law Society should be associated with the London University in preference to the older and greater universities or Oxford and Cambridge, or that any special advantage should be attached to a law degree at the reconstituted University of London which would not also be conferred by a law degree at other universities; and if a young man takes a university degree, it should be obtained before his being articled, as it would be found almost impracticable for a student to attend a university course or to pass university examinations during articles without seriously affecting his usefulness in his master's office, where he has, or ought to have, the best opportunity of acquiring the knowledge which will make him a competent solicitor; and no degree conferred by a university should exempt any student from service under articles or from the necessity of passing the final examination of the Law Society; and before leaving the subject of university degrees I would observe that, much as university education is to be recommended for any young man who can obtain that advantage, as being more calculated than anything else to make him a scholar and a gentleman and fit him to enter a learned and honourable profession, it is not by any means an absolute necessity for securing professional success, and I believe that a larger proportion of five years' men obtain honours at the Law Society's examinations than graduates of universities, and doubtless succeed quite as well in their professional careers. And, speaking from my own knowledge, acquired by having been for many years on the Examination Committee, I feel satisfied that no alterations in the system of legal education will operate to produce more learned students than those who now take honours at the Law Society's examinations. Only members of the Examination Committee and the assistant examiners can know as I do how very well informed are the best of the men who go in for the honours examinations.

BENEFICES ACT.

A desirable reform in the law relating to the patronage of Church livings has been effected this last session. The Act provides: (1) That a transfer of a right of patronage of a benefice shall not be valid unless(a) it is registered in the diocesan registry within two months, or such extended time as the bishop may allow; (b) it transfers the whole interest of the transferor in the right of patronage, except the reservation or limitation in a family settlement of a life interest to the settlor, or in a mortgage the reservation of a right of redemption; (c) more than twelve months have elapsed since the last institution or admission to the benefice. (2) That it shall not be lawful to offer for sale by public auction any right of patronage, save in the case of an advowson to be sold in conjunction with any manor or hereditament. (3) That any agreement for any exercise of a right of patronage of a benefice in favour or on the nomination of a particular person, and any agreement on the transfer of a right of patronage of a benefice for the re-transfer of the right, or for postponing payment of any part of the consideration for the transfer until a vacancy, or for more than three months, or for payment of interest until a vacancy, or for more than three months, or for any payment in respect of the date at which a vacancy occurs, shall be invalid. The declaration to be made by a clergyman presente l to a living includes a statement that he has not

been party or privy to any such invalid agreement, and his being so party or privy to such an agreement is made an offence in respect of which proceedings may be taken against him under the Clergy Discipline Act, 1892. And a bishop is authorized to refuse to institute a presentee to a benefice on the ground that not more than five years have elapsed since the presentee was ordained deacon, or that the presentee is unfit for the discharge of the duties of the benefice by reason of physical or mental infirmity, or incapacity, pecuniary embarrassment, grave misconduct or neglect of duty in an ecclesiastical office, evil life, having by his conduct caused grave scandal concerning his moral character since his ordination, or having with reference to the presentation been knowingly party or privy to any transaction or agreement which is invalid under the Act. And the Act provides that every benefice with cure of souls which, at the commencement of the Act, is donative shall be presentative, thus bringing all livings under the Bishop's control as regards refusal to institute. The Act also provides for a court, consisting of the Archbishop of the Province and a Judge of the Supreme Court, to hear appeals against a Bishop's refusal to institute.

THE REGISTERS.

In 1888 the following registers were established at the Law Institution: (a) land and other properties for sale; (b) money for investment in the purchase of land and other properties; (c) property offered as security for mortgage loans: (d) money for investment on mortgage; (e) clerkships vacant; (f) clerkships wanted. The entries on the property and loan registers were printed and sent to all the members of the society free of cost. The expense of thus printing and circulating the entries was large; but while the practice was continued the property and loans registers were much resorted to, and they led in a large measure to the transaction of business between members of the society. In the five years ending March, 1893, the aggregate money required on mortgage, as entered in the register, amounted to £5,532,900, and £1,821,650, at least, is believed to have been obtained by means of the register. The money for investment on mortgage amounted to £4,772,802, and £1,118,075, at least, is believed to have been lent by the same means. In 1893, in consequence of the great cost to the society of printing and circulating the entries, the circulation of the list free to all the members of the society was discontinued; and since that date the lists have been issued at a charge of 6d. to members and 18. to non-members, and only sufficient copies have been printed to meet the demand. The effect of the alteration has been to reduce the average montbly issue to 160 copies, and, as a consequence of this, to impair the usefulness of the registers very seriously by causing them to be much less freely resorted to. The Council have, therefore, again resolved to resume the free circulation of the lists to the members of the society, combining the same with an official organ or gazette for communicating with the members, and in this way to save the cost and labour of repeated circulars and communications; and it is hoped that by resuming the free circulation of the lists the registers will again become a valuable means of effecting successful negotiations between members of the society in town and country. And it has been suggested that the utility of the property and securities register might be extended by allowing non-members the privilege of making entries, which at present they are unable to do, at an increased fee; but the expediency of thus directly conferring any privileges on solicitors who are not members of the society should probably receive more consideration, and perhaps in the discussions which may follow at this meeting on the subject of the registers some expression of the opinion of this meeting will be obtained which may be useful to the Council. The Council have entered into an agreement with the Law Stationery Society, the details of which I perhaps need not trouble this meeting with. And on the basis of a monthly issue of 7,750 copies it is estimated that the yearly expenditure will exceed the receipts by the following sums, varying according to the number of pages of entries-viz : 16 pages of entries about £292, 32 pages of entries about £341, 48 pages of entries about £583, 64 pages of entries about £631. It may seem that the probable expenditure will still be large, but, with the registers being freely resorted to and regularly circulated among all the members of the society, the greatest possible advantage is likely to result to them and their clients, and will cause much business to be transacted by the members of the society among themselves, and negotiation fees to be earned; and the gazette will go far to obviate the necessity of entering property for sale in auctioneers' lists; and I trust that the members of the society will think that the Council are acting much for their advantage in publishing the gazette, and are spending the money which it will cost in a way most beneficial to the members.

THE LONG VACATION.

At the annual general meeting of the society, held on the 9th of July, 1897, the following resolution was passed: "That, in the opinion of this society, the duration of the Long Vacation should be reduced to eight weeks, from the first Monday in August to the last Saturday in September." The resolution, having been again approved at the annual provincial meeting, held at Sheffield in October, 1897, was afterwards adopted by the Council, but the General Council of the Bar have resolved as follows: "That it is not desirable that the proposal of the Incorporated Law Society to alter the Long Vacation by making it extend from the first Monday in August to the last Saturday in September be carried into effect." This state of things being reported to the general meeting of the society, held on the 15th of July last, with the observation that: "The reform being one that cannot be introduced without a general agreement of opinion in its favour, the Council do not see their way to proceed further in the matter at the present time," the meeting, however, adopted the report with the words quoted being left out, and thus has given a mandate to the Council to still further endeavour to procure the carrying into effect of the resolutions passed in 1897. Under

the Judicature Act, 1873, s. 27, her Majesty in Council may from time to time, upon the recommendation of the Council of Judges, with the consent of the Lord Chancellor, make, revoke, or modify orders relating to the vacations. At the annual provincial meeting, held at Liverpool in 1895, Mr. Thomas Rawle read a very able paper on the subject of the Long Vacation, in which he narrated its origin and antiquity, and the efforts which have been made by the Law Society to have it shortened, and for the transaction as a matter of course during the vacation of certain specified classes of business, and Mr. Rawle observed: “But, after all, the question is not what the bench or the bar or solicitors want, but what system best serves the public interest. As judged by the organs of public opinion, the Long Vacation is clearly doomed. Twenty years ago (25th of August, 1874), the Times, in discussing the draft Rules of Court, was quite content with the retention of the Long Vacation, provision being made for the transaction of urgent business. But by 1879 (26th of August) it had changed its tone. By this time in the eyes of every disinterested person' the Long Vacation had become an 'absurdity and an anachronism.' Professional opinion, it was added, would long uphold it with secret tenacity, and it might subsist many years after it had been condemned, and yet its doom could hardly be doubted. The same tone has characterized the leaders since; for instance, in 1880 (5th of August) and 1886 (14th of August); and this opinion correctly represents the ideas of business men generally. Business does not go to sleep from the 12th of August to the 24th of October. Complications arise which it requires the help of the courts to adjust, and, if for so long a time the courts will neither hear causes nor allow causes to be put in train for hearing, it is not surprising that business men should look for other remedies”; and Mr. Rawle suggested that a practicable solution of the Long Vacation controversy might be found (1) by shortening the judicial vacation to two months, from the first Monday in August to the first Monday in October; (2) by keeping open the offices of the High Court throughout the vacation (with the exception of the last week in August and the first week in September) for the transaction of all business not requiring the presence of a judge; (3) by allowing pleadings to be delivered at any time during the vacation; and (4) the adoption by the Vacation Court of a more liberal interpretation of "vacation business." The resolutions of the society in 1897 do not go so far as Mr. Rawle's suggestions, in that they do not propose to deal with the vacation otherwise than by shortening it to eight weeks, and not to otherwise interfere with or alter the present arrangements with regard to the business taken in vacation. It doubtless appears to every solicitor, and most business men, that eight weeks is a long time for a holiday, and I would venture to submit that it is a period of rest quite long enough even for the judges and barristers in extensive practice; and I expect the Council of the Law Society will submit to the Council of Judges the resolutions passed by the society in 1897, in the hope that the matter may receive their further consideration, and that, in the interests of the general public, they may recommend that the Long Vacation be shortened as suggested by the society.

THE PROSPECTS OF THE PROFESSION.

I am sorry that I cannot congratulate the profession of solicitors on its prospects for the future owing to various causes, and more particularly from the business of conveyancing largely falling into official hands, and consequently the part to be taken in it by solicitors being reduced and made less remunerative; bankruptcy and the winding up of companies being largely in the hands of the Board of Trade and its representatives and of accountants; election agencies being reduced in number and emolument; and the growing tendency to decide differences in any way other than through the High Court of Justice. It cannot be considered that the profession is as profitable and inviting as it used to be, and, in spite of this, numbers of young men are flocking into it every term, and in the result it must be that some solicitors will be unsuccessful; and this thought leads to the usual close of a presidential address-the urging the claims of the Solicitors' Benevolent Association as being one of the most deserving of charit es, in that it relieves those who have been in better circumstances, and the members of the association know how wisely the directors administer its funds. The annual general meeting of the association will be held here to-morrow morning, and I would submit to any gentlemen who are not already members of it the desirability of joining the association, and thus helping a really good object.

Mr. Woods moved a vote of thanks to the President for his address. Sir A. K. ROLLIT seconded the motion. He observed that he agreed with the president's remarks as to the denial of justice and the delay in connection with circuits, the necessity of retaining particular barristers, and the inaction of the Public Prosecutor, especially in relation to matters arising out of the formation of public companies. He proposed to bring the latter subject before the House of Commons next session with a view to prompting the Government to bring forward the Bill framed by the Board of Trade. He was strongly in favour of the right to give evidence on the part of a prisoner, who knew necessarily most about the matter. He also thought that a Court of Criminal Appeal should be instituted. There was a percentage of miscarriages of justice, and these ought to be redressed. What was still more objectionable was the difference of the punishments awarded by the judges, and the revision of sentences was urgently required. With regard to the Land Transfer Act there had been some criticism of the action of the Council, but any other action would have been futile, and the best interests had been consulted in giving prominence to the consideration not of professional but of public interest. Whether it would be successful or not was to be tried. In an artificial state of society such as ours we could not transfer land as was the case in prehistoric or even in historic times, but he thought that some improvement might be achieved, and if public interests were consulted, these, in

the end, would prove to be the interests of the profession. In saying this he desired to acknowledge the leadership of Mr. Lake, who had devoted an immense amount of time and labour to the subject. He could not completely agree with the president on the subject of legal education. There was still a great want of facilities for the study of the higher branches of the law, and both in relation to law and commerce the condition of things in this country were such that many students had to glean from the higher institutions of law and commerce in other schools what they ought to be able to get here. As a member of the Senate of the London University he might say that there was no desire on the part of that body to interfere in the slightest degree with the funds or functions of the Incorporated Law Society. There were portions of legal training which the society could hardly undertake which it was desirable to encourage, and these such a body as the university might undertake. They should march with the times and avail themselves of any means of identifying the profession with the highest learning that could possibly be obtained.

The motion was carried, and
The PRESIDENT briefly responded.

NEXT YEAR'S MEETING.

The PRESIDENT announced that the Council had accepted an invitation from the Kent Law Society to hold the meeting for 1899 at Dover. Mr. W. W. KNOCKER, C.B. (vice-president of the Kent Law Society), said the society would give the members the heartiest of welcomes.

LONG VACATION.

address which dealt with the Long Vacation, moved that the meeting
Mr. G. P. ALLEN (Manchester), referring to that part of the president's
should confirm the resolution passed at the meeting at Sheffield last year,
"That, in the opinion of this society, the duration of the Long Vacation
should be reduced to eight weeks, from the first Monday in August to the
last Saturday in September."
Mr. L. TATHAM (Manchester) seconded the motion, which was carried
unanimously.
WORKMEN'S COMPENSATION ACT.

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the iron rails; the frost and snow of winter contracts and distorts them; in both instances an accident follows with injurious consequences. Can it be seriously contended that any of the above accidents do not arise out of the dangerous and risky employment which the engine-driver follows? He must drive his engine, wet or fine, warm or cold; the line is signalled clear; the special trespasser or obstruction is unseen from the signal cabin; but the driver must take all risks which arise out of his employment, and we submit this is one. If it is a risk arising out of his employment, it is, we submit, also an accident arising, otherwise the Act is much more restrictive than is generally considered. Take, further, a recent case which happened in Cheshire, and this illustrates the distinctions and also the difficulties of the Act. An engine-driver is struck by something whilst driving an express train to which two engines are attached. The missile was believed to be a stone thrown by a boy from the bridge above, but the evidence at the inquest showed it might possibly have been a piece of coal flying from the first tender in front of the second engine. If a stone were thrown the injury was clearly occasioued by the act of a trespasser. Yet it was a risk the driver had to run; if it were caused by a piece of coal from the first tender it was clearly an injury sustained in the course of, and arising out of, his employment. Further, to show the difficulties, the illogical consequences, and the serious questions which will arise, let us take a further illustration cited by Mr. Ruegg in his text-book; a porter is injured whilst in the course of his employment by the miller's man who comes with a grey mare and cart to deliver a consignment. In such a case Mr. Ruegg thinks compensation would follow, because, although in one sense the injury did not arise out of the employment of accident could be said to arise from a risk incidental to the employment. the injured workman, yet he considers that, the course of the employer's business admitting a reasonable possibility of such an event occurring, the If a porter under such circumstances is thought to be entitled to compensation, surely the probabilities of an accident to the engine-driver in the Wellingborough, Cheshire, and other cases above quoted are equally reasonable, although such accidents may, directly or indirectly, be the acts of trespassers. If the stone had been thrown or the truck upset whilst the engine had been travelling slowly, possibly no serious accident would have occurred. In both cases the injuries were seriously increased, and death probably ensued, because of the speed at which the express had to be driven, a speed incidental to the employment of and duty to be discharged by, the driver. If there is some difficulty in advising as to the meaning of the words "an accident arising out of his employment," we may perhaps be at liberty to refer to the preamble, which is as follows: "An Act to amend the law with respect to compensation to workmen for accidental injuries suffered in the course of their employment." These words appear to be somewhat larger than the words of the section of the Act. The accident must, as we said before, occur in the course of his employment, and on this point we refer to the case of Cowler v. The Moresby Coal Co. (Times L. R., vol. 1, p. 575). That was an action under the Employers' Liability Act, which, I may here state, is not repealed by the Workmen's Compensation Act. The plaintiff had been discharged from defendants' service on a Saturday night, and went on the following Monday morning down into the mine to fetch the tools with which he had been working, for the purpose of returning them to the employer. It was proved that he had no opportunity of doing this before the Monday morning, and that he could not receive his wages until the tools were so returned. Whilst in the mine for this purpose he was injured. It was held that the relationship of master and servant had not terminated, and that the action was rightly brought under the Employers' Liability Act.

Mr. J. H. COOKE (Winsford) read a paper upon this subject: After some introductory remarks, the writer said: Looking at the Act as a lawyer, I may remark that it seems to be as full of litigation as the famous Statute of Frauds, and its short provisions will cost many a golden sovereign per letter before they are finally construed by our Courts of Law. The foundation-stone of the Act is expressed in the following short sentence: it applies to all personal injuries by accident to a workman within the Act if such accident arises out of and in the course of his employment, provided (a) such injury is not attributable to his or her serious and wilful misconduct, and (b) that such workman is disabled for a period of at least two weeks from earning full wages. Let us examine the above proposition more carefully, and we find that to sustain a claim there must be-(a) Personal injury arising out of and in the course of employment; (b) an accident; (c) no serious and wilful misconduct by the workman; (d) a workman to which the Act applies; (e) a period of disablement extending over two weeks. As to (a) personal injury arising out of and in the course of employment. It is submitted that, as a rule, and it is generally laid down that, if a workman be killed by lightning or other act of God the Act would not apply, yet we can conceive of cases where even that rule of exemption might not be applicable. If a workman die from shock or fright occasioned by his witnessing a serious accident to his fellow-workman, we venture to think it would not be an accident within the Act. It is difficult, of course, in such cases to say there would be no personal injury, as the injury is so serious as to cause death, but it seems clear that such injuries, speaking generally, do not arise "out of and in the course of his employment.' On the other hand, if a labourer or navvy is in the course of his employment carrying a heavy weight, and being subject to heart disease drops down dead or overstrains himself, it is submitted compensation must follow. If, however, the injury or death resulted from his voluntarily and good-naturedly discharging a duty he was not bound to do or engaged to perform or expressly prohibited by regulation or agreement from performing, as say by helping a workman in another department, and an accident occur to both, the workman who was properly performing his duties would be entitled whilst the volunteer would not. Mr. Ruegg, in his excellent treatise on this Act, gives the following illustration of the difficulties of construing the Act: "A trespasser upon some works injures one of the workmen engaged there. The accident has happened to him in the course of his employment, but was it a risk arising out of his employment that a wrong-doer to whom the employer owes no duty should injure him?" In such a case Mr. Ruegg says he thinks the employer would be protected by the words "arising out of his employment" and would not be liable. Strange to say, according to the first newspaper reports, we had this very illustration sadly and prominently brought under the notice of all of us by the recent Wellingborough accident on the Midland Railway; let us assume that some lads who were trespassers were wheeling a truck which, either by their carelessness or the faulty construction of the station platform, is upset on the main line in front of an express train travelling sixty miles an hour. The enginedriver is killed. Does the Act apply? No doubt the accident arose in the course of his employment, but did it "arise out of" such employment? If the lads were trespassers and upset the truck, according to the illustration above given, Mr. Ruegg would apparently consider that no compensation could be recovered. Suppose a stone or other obstruction is deliberately placed upon the line, and the train smashed and the driver killed, would the Act apply? Again, take another trespasser who cannot be warned or punished; the sun pours down his melting rays and twists

(b) There must, of course, be an accident. An accident is something unexpected, unlooked for, and undesigned, yet within the range of probability. Courts of law have hitherto exempted persons from liability for pure accidents or those occurrences which could not have been prevented by the exercise of human skill and care, but now, for the purposes of this Act, we throw on one side all questions of negligence. So far as this part of the Act is concerned, the only question for consideration is whether an accident has happened, and not whether any one has or has not been guilty of negligence, and we have previously seen that a workman under the Act will be entitled to compensation even if the accident be occasioned by some other person, an absolute stranger to the employment. Indeed, cases will no doubt arise where the engine-driver and fireman may be entitled to compensation under this Act, and yet an injured passenger will not be entitled to sustain an action against the railway company.

(c) Section 1, clause c, however, provides that if the accident is attributable to the "serious and wilful misconduct" of the work man sustaining the injury, he shall not be entitled to compensation. Contributory negligence will be no defence by the employer unless it amounts to serious and wilful misconduct. This sub-section seems to be entitled to more consideration than is generally given to it in the text-books. In practice it may lead to employers more strictly defining the duties and work of their workmen. Printed rules of a restrictive and stringent character will probably be adopted so as to avoid the recurrence of ". accident" as far as possible, and a breach of these rules may be held to be "serious and wilful misconduct" within the meaning of this subsection, and, if so, then no compensation will be payable.

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(d) The workmen and employment to which the Act applies. In the first place, I may mention, women and apprentices are included. It will now be a serious question for employers to consider as to the terms of engagement with apprentices. They are young and inexperienced and often careless at the commencement of their carcer; being young the period of liability for a serious accident is more prolonged, on the other hand their wages are small and the compensation caunot exceed more thau 50 per cent, of such wages. Further we must rid ourselves of the

idea that a workman under the Aet simply includes a labourer or skilled mechanic. Every person "whether engaged by way of manual labour or otherwise" is included. Under these words " or otherwise" some writers have included borough engineers, surveyors, and even architects, also clerks of works, foremen, and others, provided, of course, the injury is received by reason of an accident arising out of and in the course of their employment, such employment being one the so-called dangerous trades covered by the Act. By section 7 the following workmen are under the Act-viz. Workmen in or about a railway, factory, mine, quarry, or engineering work, or in or about a building which exceeds 30 feet in height and is either being constructed or repaired by means of a scaffolding, or being demolished, or on which machinery driven by steam, water, or other mechanical power if being used for the purpose of the construction, repair, or demolition thereof. "Railway" includes a light railway. "Factory" includes the very extensive definitions set out in the various Factory Acts, and also includes wharves, quays, warehouses, machinery to which any provisions of the Factory Acts are applied, and also every laundry driven by steam, water, or other mechanical power. In considering this point you must not take your law from the Factory Act inspector. Hitherto these inspectors have assumed several trades as included under the Factory Acts which do not appear to be so by law, and the employer has accepted their dictum because the consequential results have not up to the present been very serious; but the additional liability now imposed by the Compensation Act should cause employers to take legal advice as to whether their trade is under those Acts. I know that one large trade in the country has always been assumed as included under the Factory Acts, but on reading the provisions of those Acts they have been advised to the contrary. In addition, part of the manufacturing process might be under the Acts and the other part not, and if so that portion not under the Acts would not be subject to the liabilities of the Compensation Act. "Engineering work" any work of construction or alteration or repair of a railroad, harbour, dock, canal, or sewer, and includes any other work for the construction, alteration, or repair of which machinery driven by steam, water, or other mechanical power is used." The words "any other work" will occasion litigation. The Attorney-General is reported to have stated in the House that men employed by a road authority with a steam roller in the repair of a road are not included in the Act, presumably because this class of work would not be ejusdem generis with the class of works beforementioned. His answer, however, according to other authorities, is open to grave question. I therefore wrote to him on the subject, and also as to whether the construction of a new road by means of a steam roller would not be an "engineering work" within the Act. I received from him last month a courteous reply as under: "The reply I gave had reference to the particular question which was put to me. If a local authority were to undertake an engineering work they might come within the Act, but the simple fact that they were repairing a road would not, in my opinion, be sufficient. Each case must depend on the nature of the employment and of the work which is being undertaken." It will be noticed that Sir Richard Webster does not say that the construction of a new road by a steam roller is not an engineering work within the Act. As to buildings. To bring the construction or repair of a building within the Act it must exceed 30 feet in height. You are allowed to build up to 29 feet 11 inches without being liable. It is generally considered that such height should be calculated from the ground floor, or probably from the level of the footpath, and that the height does not include the cellars.

means "

(e) To entitle the workman to compensation he must be incapacitated from earning any wages for two weeks. The words of the first section of the Act on this point are not very clear, but the difficulty of construction seems to be somewhat remedied by the first schedule to the Act. It does not appear that the two weeks must be successive or continuous weeks or days, or immediately after the accident. This proviso is no doubt intended to prevent claims for trifling accidents not resulting in serious injury. Only one point seems absolutely certain, and that is that the compensation does not begin to run until after the expiration of the second week of total or partial incapacity. The maximum amount of compensation to be awarded in case of death to a workman who leaves any dependants wholly dependent upon his earnings is £300, the minimum £150. If a workman dies by accident, leaving dependants partially dependent on his earnings, the amount to be paid is not to exceed the above sum, and, failing agreement, is to be settled by arbitration proportionate to the injury to the dependants. If a workman dies by accident leaving no dependants, the sum to be paid shall not exceed £10 to cover medical attendance and burial. If death does not ensue, but only total or partial incapacity, he is entitled during incapacity, after the second week, to a weekly payment not exceeding 50 per cent. of his average weekly earnings during the previous twelve months, such weekly payments not to exceed £1. Thus if a workman is getting 188. a werk wages he would, during total or partial incapacity, be entitled to a maximum of 9s. a week. If he was earning £3 a week he could not obtain more than £1 per week as compensation. Application may be made to a county court judge or arbitrator to review and alter the amount of the weekly payment. Where these weekly payments have been continued for six months, the liability may, at the option of the employer only, be redeemed by the payment of a lump sum to be settled by agreement, or failing that, by arbitration. If the weekly payment is not commuted, the employer seems to continue liable during total or partial incapacity even if it extend for the life of the workman. The employer is further protected by clauses requiring the workman to submit himself to examination by a medical practitioner. Generally speaking, claims are to be settled by agreement, or by an agreed arbitrator, or the county court judge, or an arbitrator appointed by such judge. There is a power of

appeal from such arbitrator on a point of law to the county court judge, and thence direct to the Court of Appeal. A novel mode of enforcing an award is to lodge a memorandum of the award and file an affidavit of default with the registrar of the county court and so issue execution. Counsel or solicitors are allowed to appear before the judge or arbitrator, and costs are in their discretion, and if granted will, unless otherwise ordered, be according to the scale now in force with reference to county court proceedings. May I for one moment compare our new law with that which for several years has been in force in Germany? When in Nuremberg last month I had the pleasure of meeting Dr. Dormitzer, and from him I obtained the following expression of German law. There are two insurances in force in Germany, one an age insurance which secures a payment at seventy years of age, and towards the annual premium the employer must pay two-thirds and the employed one-third; this latter sum is, however, only 1d. per week. The second is the insurance against accidents, and the employer pays the whole of the premium. No workman receiving over £100 a year in wages is entitled to any compensation. In case of death or injury the amount to be received by the workman or his dependants cannot exceed 60 per cent. of his weekly wage, of which the widow obtains 20 per cent., and each child 15 per cent. until such child is fifteen years of age. If the widow dies each child receives 20 per cent. of wages, but not more than 60 per cent. for the whole family. If no widow or family, then a father or mother if dependent on the son's earnings receives 20 per cent. of the wages. The amount to be paid in case of dispute is settled by a judge. The law only applies to trades where risk is involved, such trades being similar to those mentioned in our own Act. The whole of my paper is a very brief, and I am afraid a somewhat imperfect, summary. In conclusion, may I venture to suggest a few words of advice to employers? The Act being in force it is the duty of every lawyer to give it a fair trial; circumstances and competition will probably induce some to avoid payment as far as possible; to these latter it seems to me that an employer can best protect himself by considering and acting upon some of the following suggestions:

First: Consult a solicitor of experience as to whether the whole or what portion of your workmen are under the Act. Second: Insure against the liability; the premium will probably average 6s. to 10s. per £100 of wages paid per annum. To cover this reduce the cost of the wine and oil.

:

and

Third Define by printed regulations, or agreement, the duties of each workman or set of workmen, restricting the work connected with the most dangerous part solely to a certain section of the most skilled workmen, and forbidding others to interfere or be on that part of the works. A breach of such regulations or agreement, if strictly drawn, may, probably will, be construed as serious and wilful misconduct," thus disentitling the workman committing the breach to compensation. Fourth: Remember that workmen who have no dependants receive least compensation; sometimes, however, they are most careless. Fifth The Act forbids contracting-out, except by a scheme approved by the Registrar of Friendly Societies, but it does not appear to forbid an employer requiring a workman to contribute to an insurance fund, and inasmuch as the workman receives the benefit of the compensation, it only seems reasonable that such a proposition should be favourably entertained by all right-minded men. Such a course is, I believe, adopted in the United States.

Sixth Employ strong, able-bodied men as far as possible, and obtain a medical certificate of good health.

Last of all, may I remind you that "Each man is some man's servant," and that whilst many may dislike the provisions of the Act, may imagine trade will decline by reason of its extensive operation, the sting may always be covered by a wise and not very costly insurance? Exercise patience and forbearance; a period of time will come to employer and workman when no compensation can be demanded or paid. ThenLet it be graven on my tomb: "He came and left more smiles behind, One ray he shot athwart the gloom, He helped one fetter to unbind;

Men think of him and grow more kind."

The MAYOR moved, "That an employer should only be responsible for the consequences of any accident against which he might have guarded by reasonable care and forethought; that compensation of all accidents not

so caused should be borne out of national funds."

Mr. ALLEN seconded the motion.

fair trial, and suggested that the motion should be withdrawn. Sir A. K. ROLLIT thought the better plan would be to give the Act a The MAYOR did not, however, assent to this course, and the motion was carried by twenty-seven votes to three.

FORMATION OF LIMITED COMPANIES.

Mr. J. W. REID (London) read the following paper upon this subject: During the last four years the subject of amendment in the law relating to joint-stock companies (incorporated with limited liability) has been more or less prominently before the public. The crash which came with the failure of the Liberator Co., and the frauds which were disclosed in connection with the group of companies known as the "Jabez Balfour Companies," were the events which stimulated inquiry into the subject in the years 1894 and 1895. It will be remembered that a Board of Trade inquiry was instituted and a strong committee appointed. This committee made its report in June, 1895, and recommended various amendments in the Companies Acts. I had the honour of reading a short paper upon the subject in October, 1895, at the provincial meeting of our society, held at Liverpool, and this paper is intended as a short supplement to my former paper. Since October, 1895, three Bills have been introduced into Parliament, and each successive Bill has been referred to

(3) The questious arising out of the payment of secret commissions, and allowing secret profits by discounts or otherwise, are, in my opinion, the most important questions before us at the present time. The whole business of company promoting has come to be regarded as disreputable, in consequence of the complete failure, so far, to check the payment of secret profits. The underwriting of shares is a perfectly proper, legitimate, and exceedingly valuable arrangement, and, so long as it is understood by the public who apply for shares, no objection can be taken to it. But it is manifest that people who apply for shares on the issuing of a prospectus have a right to be informed what it is proposed to do with their money when received. It is too late to inform the shareholders after they have subscribed for shares, and have become liable for future calls, that so many thousands have been paid in commissions and other profits to promoters. The clauses in the proposed Bill provide in effect that it shall be lawful for a company to pay such commissions if the fact of the payment of commissions, and the amount or rate per cent. of the commissions paid (or agreed to be paid), are authorized by the articles of association and disclosed in the prospectus. The only solid objection that one has heard urged against this clause is that it might kill the system of underwriting. I do not believe that it would have that effect, because sound experience teaches that, so long as the commission is not exorbitant, the intending shareholder will not object if he knows beforehand what commission is to be paid. If, on the other hand, it is an extravagant commission because the risk is great, then that is precisely the information which ought to be given to the intending shareholder. (4) With regard to the elaborate requirements which the Bill dictates shall be fulfilled in the prospectus, that which has been most unanimously criticized is the provision that "the short purport or effect of every material contract, and every material fact known to any director or promoter of the company "shall be stated in the prospectus. It is hardly necessary when addressing solicitors, who are practical men of business, to point out that to attempt such a thing in a prospectus would be hopeless. It is true that there is an exception in favour of contracts "entered into in the ordinary course of business," and contracts "entered into more than five years before the date of publication of the prospectus." But who can take the responsibility of saying what is and what is not "the ordinary course of business," or what is included in "every material fact"? Lord Justice Lindley in his evidence before the Lords' Committee criticized these requirements severely, and Mr. Justice Romer went so far as to say that no reasonable director could prudently issue any prospectus whatever if this provision stands." The rest of the proposed requirements as to particulars of the prospectus are unobjectionable, and many of them are most useful and proper. In fact, the clauses which render it obligatory to shew the commissions which are to be paid, and the actual amount payable to the vendor, and the amount, or estimated amount, of the preliminary expenses, are clauses which, in my opinion, might be strengthened in their language. Experience shows that it is the concealment of facts in connection with these matters which has done much harm in the past, and has enabled promoters and directors to receive large sums of money which, of course, always come in the long run out of the pockets of the unsuspecting subscribers for shares. In conclusion (whilst not wishing to hamper the freedom of the Council of our society by moving any resolution at this meeting) I would venture to express a hope that the future action of the Council may be devoted to endeavouring to get enthusiastic legislators, who have spent three years in trying to make a report on the subject, to limit themselves to dealing with what the general concensus of opinion has admitted to be sound and useful reforms, and to leave the speculative and doubtful proposals alone. There have been plenty of illustrations recently of the kind of evils which require checking. About most of the suggested remedies for those evils there can be but little controversy. As appears from the evidence taken before the committee, a considerable amount of time has been consumed in discussing in an academic manner problems of considerable difficulty, and sufficient attention has not been paid to picking out what are admitted to be beneficial provisions. Without wishing myself to fall into the error of reasoning by analogy, one may point out that legislating must always be to some extent an experimental science in the same way that medicine is largely an experimental science. It is only quacks who put forward remedies which are to cure all the evils under the sun. What I venture to urge is, that in dealing with the remedies for evils in connection with company promoting, the Legislature should condescend to proceed by steps, and not keep us waiting another three years whilst they are discussing doubtful expedients, but do first what is admitted to be immediately requisite. Otherwise the patient may die whilst the doctors quarrel.

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a committee of the House of Lords. These three successive committees | proportion of the capital is subscribed and paid up, limited companieshave heard a considerable amount of evidence; but their labours have which may embrace every form of trade and commerce-should be liable ended each year (viz., in 1896, 1897, and 1898) with the somewhat to the same restrictions. unsatisfactory statement that "the committee have been unable to complete the inquiry, and therefore beg to recommend that, if the Bill be again introduced into your lordships' House, a committee be again appointed." The difficulty of the subject is considerable, but there can be no doubt that recent disclosures, in connection with what are known as the "Hooley Companies," have given the subject an importance which it would be difficult to exaggerate. Discredit has been thrown upon the very name "limited company," and, as I ventured to remark in my paper in 1895, "the checking of legitimate enterprise will be caused from the impunity with which dishonest persons have preyed upon the public under the cloak of Acts of Parliament." Perhaps one reason for the failure of Parliament during three years to do anything practical is that the Bills which have been introduced into the House on three occasions have all attempted to do too much at one time. The comments which I make in this paper must, for want of time, be confined to the formation of limited companies, and, interesting though other problems may be, I must leave them alone for the present. It has been shewn that the promotion and inception of the company is the period when some of the worst and most scandalous proceedings take place. The various provisions which have been suggested in the Bills which have recently been brought before Parliament group themselves under the following heads (1) Restrictions as to allotment; (2) restrictions as to commencement of business; (3) the authorization of commissions, discounts, and other preliminary payments; (4) requirements as to particulars of the prospectus. I propose to take these subjects in order and to make a few comments on each. (1) The proposed restrictions on allotment are shortly as follows: The minimum subscription upon which the directors may proceed to allotment shall be stated in the prospectus, and no allotment shall be made until the minimum amount so specified shall have been subscribed, or if no amount has been fixed in the prospectus, then the whole amount of the share capital must be subscribed before the directors can proceed to allotment. This has been generally recognized as a salutary proposal for checking the frequent failure of companies by reason of the directors proceeding to allotment on insufficient capital. The fact that at least four years have passed since it was generally recognized that such a provision would meet a widespread evil, and yet no enactment for dealing with the evil has been brought about, illustrates what I mean by saying that Parliament has been trying to do too much at once. It would be far better to deal with what are admitted to be useful amendments, instead of putting forward a Bill containing about fifty sections and dealing with a large variety of suggested amendments, many of which are condemned by the most experienced business men and lawyers who are acquainted with the practical needs of the community. I shall endeavour to shew, in dealing with the remaining suggested provisions which I am criticizing, what parts of them have met with opposition from experienced business men, and what parts appear to be generally admitted to be useful and requisite. (2) The clauses which have been inserted in the draft Bills, dealing with restrictions on the commencement of business, have received and deserve a good deal of hostile criticism, and I venture to state that the clauses in question should either be eliminated from the Bill or very much modified, for, as they stand, they appear to serve no useful purpose, but are likely to hamper legitimate business arrangements. The clauses in question are, in the first place, intended to stop the commencement of business by the company until shares shall have been allotted to an amount not less than the minimum subscription, and until not less than three-fourths of the aggregate amount payable on application and allotment has been received in cash by the company, If this were all that the clauses attempted to enact, no great exception could be taken to them; but there are tacked on two other provisions, both of which are, in the opinion of business men acquainted with the subject, altogether objectionable. (a) It is in effect provided that all contracts made prior to the date when the company is entitled to commence business shall be provisional only (except contracts to pay preliminary expenses). (6) It is in effect provided that no company shall exercise borrowing powers until shares shall have been allotted to an amount not less than the minimum Lubscription, and until not less than three-fourths of the aggregate amount payable on application and allotment has been received in cash by the company. Taking these two matters in order, I need say but little on the great inconvenience of being compelled to have only provisional contracts when dealing with the purchase by a company of an established business, or of any other valuable property. No owner of anything worth selling will submit to have a prospectus issued until he has a definite contract. With regard to the restriction on borrowing powers, the provision proceeds upon an entirely mistaken principle-namely, that the borrowing is to take place in the way in which a mortgage on a railway, or on an individual's landed property, is arranged. The proposed provision altogether ignores that borrowing by debentures is frequently part of the original scheme on the formation of a limited company, and that it is now the regular course of business to issue shares and debentures contemporaneously when a company is being formed. I venture to say that these defects are so great that it would be better to omit the clauses altogether from the Bill rather than have business hampered by such restrictions. It is strange to observe how some of the greatest lawyers of the day, who have been engaged in considering the amendments of company law, fall into the error of attempting to reason by analogy, which is, perhaps, the most unsafe method of reasoning, because the analogy is hardly ever complete. As an example of this one finds that it was argued that because railway companies (under the Companies Clauses Act) cannot exercise borrowing powers until a certain

PRIVATE BILL LEGISLATION.

Mr. K. SANDERSON (Edinburgh) read a paper on this subject : After some introductory remarks, the writer said that: Last year, towards the close of the session, Lord Balfour of Burleigh introduced into the House of Lords a Bill which for the first time may be said to have embodied proposals which were felt to afford the groundwork for a solution of the difficulties. The outstanding feature of his proposals was that he took advantage of the present Provisional Order system. He recognized frankly, he said, that there were measures of such magnitude and importance that they would not be suitable for the new procedure, and he did not propose, therefore, to destroy the present system. Such measures would proceed as formerly by private Bill. His desire was to afford a convenient and comparatively inexpensive method of dealing with matters of minor importance and purely local interest. For such measures as fell

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