on his own account, any right of set-off which the vendee may have against the apparent, will be equally available against the real principal: (George v. Clagett, 7 T. R. 359, 2 Sm. L. C. 113.) The vendee might not have bought the goods but for his right of set-off against the apparent vendor; and it would be obviously unfair that the principal by revealing himself should alter the position of the vendee to his disadvantage. If, on the other hand, the action is brought by the agent, any grounds of defence which would have been available as against his principal will be equally available against the agent, provided that the defendant knew of the real principal when he entered into the contract. But if the defendant knew nothing of the principal, he will not be entitled to use as a defence to an action in the name of the agent a set-off which he has against the principal. It cannot, in such a case, be supposed that he has been led into the contract by any concealment as to who the real principal is, for he never contemplated being able to avail himself of any ground of defence other than those that he might have against the agent with whom he dealt.

Hitherto we have treated of the question who is entitled to sue where a contract has been entered into through an agent. We have now to consider who, in such a case, is liable to be sued. The answer to this question, again, depends upon the form of the contract in each particular case. It may be that it is so worded as to exclude all liability on the part of the agent, and to leave the other contracting party to his remedy against the principal. Whether this be so or not is to be collected from the form of the signature and of the body of the agreement. If the agent has, in appending his signature, described himself as agent for another, he cannot be sued unless there are in the body of the agreement words clearly indicating that he was to be himself personally liable upon it. If, on the other hand, the signature is unqualified, in order to exclude personal liability on the part of the agent, it must clearly appear upon the terms of the contract that he did not in any way pledge himself for its performance: (See the judgment of Lord Campbell in Parker v. Winslow, 7 E. & B. 942.) Different considerations of course apply where he who contracted as agent for another acted without authority from his alleged principal. Although he does not profess to make himself personally liable, it is obviously proper that there should be some recourse against him for an assumption of authority which did not in fact belong to him. Two states of facts may present themselves in such a case; the soi disunt agent may have honestly believed that he had authority, or he may have fraudulently held himself out as agent when he knew that he was nothing of the kind. In the

latter case there has never been any difficulty as to the form of action. Anyone who had been induced to enter into a contract

by a misrepresentation of this nature, and had thereby sustained loss, was always held entitled to bring his action on the case against the selfstyled agent for the deceit, and to recover damage for all the injurious consequences that had thence accrued to himself. But in most cases of this rature it was impossible to prove the scienter; the "agent" had acted without authority indeed, but in good faith. It was formerly the practice to allow anyone so contracting to be treated as principal, and to be sued upon the contract for which he had, without authority, assumed to make another liable. This course was not very defensible upon principle, the terms of the contract being such as to exclude the idea that it was ever intended that the defendant should be personably liable upon that contract, and was put an end to by the decision in Jenkins v. Hutchinson, 13 Q. B. 744. "We think," said Lord Denman in that case, "that a party who executes an instrument in the name of another, whose name he puts to the instrument, and adds his own name only as agent for that other, cannot be treated as a party to that instrument, and be sued upon it unless it be shown that he was the real principal."

(To be continued.)

THE NEW LAW COURTS.

THE following petition is intended to be presented to the House of Commons by members of he Inner Temple and Middle Temple, against The proposed change of site. The petition now

To the Honourable the Commons of the United Kingdom of Great Britain and Ireland, in

Parliament assembled.

The humble petition of the undersigned members of the Honourable Societies of the Inner Temple, and the Middle Temple, Sheweth,--That an agitation has been recently set on foot for changing the site of the New Law Courts and Offices from the site in Careystreet, which was adopted and sanctioned by the Legislature in the year 1865, to another site on the Thames Embankment, and that the question is likely to be brought before your honourable House. That the Carey-street site was deliberately selected in preference to every other site, after a full examination of the reasons in favour of the other proposed sites, and upon the unanimous recommendation of the representatives of the legal profession, and with the very general approbation of the public at large.

That in the year 1865, when the subject was before your honourable House, the very site on the Thames Embankment, respecting which the present agitation has arisen, was pressed on public

attention.

That nothing has since occurred to render the Embankment site more eligible, or the Carey

street site less so.

That the great and paramount object sought to be attained by the concentration of the courts, and offices connected therewith, is the prevention delay and expense to the suitors, occasioned by of the enormous waste of time, and the consequent the distances of the existing courts and offices, not merely from one another, but from the great centre of the legal profession in the metropolis, namely, the Inns of Court and Chancery, in and about which the chambers and offices of the whole of the Bar, and of more than two-thirds of the London solicitors, including all the large agency firms, are congregated; and that it is of the utmost importance that the courts and offices should not only be concentrated, but that they should be concentrated in the heart of this dis

trict.

That the Carey-street site, being situate in the very centre of the legal district, and lying immediately between and in close proximity to Lincoln'sinn and the two Temples, is admirably adapted for the purpose, and satisfies, in a far higher degree than any other possible site, the great object in view of securing the utmost efficiency, economy; and dispatch in the administration of justice, and Embankment site is entirely outside and comparathe transaction of legal business; whereas the tively remote from the legal district, and especially from the chambers of the practising barristers of Lincoln's-inn and Gray's-inn, and from the offices of the leading firms of solicitors, which are almost exclusively situate on the north side of the Strand and Fleet-street; and that in fact the proposed change of site would go far towards defeating the principal object aimed at by the scheme for the concentration of the

courts.

That the proposed removal of the courts to a distance would occasion the greatest inconvenience and would in all probability necessitate the abanand loss of time to the barristers of Lincoln's-inn, donment by a large proportion of them of their present chambers, and their removal to other chambers in the immediate neighbourhood of the new courts, and in fact would probably involve the creation of a new legal quarter, which could only be established, if at all, at great cost.

That of the visits made to the various courts and offices which are to be brought together, an enormous majority are made by barristers and solicitors and their clerks, and only an extremely small proportion by other persons; and that the accessibility of the courts and offices from the chambers and offices of the legal profession is therefore far more important than their accessibility for the general public.

That the Carey-street site will, however, be equal if not superior to the Embankment site as regards convenience of situation and facilities of access for the general public, as well as for the Profession.

That the area of the proposed site in Careystreet is equal to, if not in excess of, the utmost possible dimensions of the Embankment site, and that the former admits of indefinite extension to meet future requirements, whereas the latter will be incapable of any future enlargement in any direction whatever.

That the difference of level between the Thames Embankment and the Strand is 33ft., and far

exceeds the difference of level between the Strand

and Carey-street, and that this in itself would be productive of serious inconvenience.

That nearly 800,0001. has already been expended upon the acquisition of the Carey-street site, and a further large expenditure has been incurred in the preparation of the designs and plans for the new buildings; in addition to which an enormous

That the change of site would involve a further

delay of several years and an extravagant waste of money, as well as a large additional expenditure; the loss on the re-sale of the Carey-street property being estimated at not less than 500,0001, and the cost of the new site, including compensations, being, at the very lowest estimate, very greatly in excess of the utmost probable cost of the Carey-street property, inclusive of the additional land now proposed to be purchased (the greater part, however, of which additional land will not be immediately, if at all, required for the building or the approaches, but is proposed to be acquired for the purpose of obviating questions of light and air, and providing the means of possible difference in the size and shape of the two sites future extension at the lowest cost), while the and in the levels would render the plans and designs already prepared for the new courts and offices almost useless, and necessitate the preparation of fresh plans aud designs at a further heavy cost.

That the object of embellishing the metropolis by placing the new building in a commanding position ought, in the opinion of your petitioners, to have very little weight in comparison with the primary and fundamental object for which the concentration is needed; whereas, if the site were transferred to the Embankment, the latter object would be to a great extent sacrificed to the former.

That when the mode in which the cost of conupon, it was considered that the undertaking was centration should be defrayed was determined for the benefit of the suitors and not of the nation at large, and that the expense should therefore be borne by the suitors and not by the National Treasury; and accordingly that under the Acts passed in the year 1865, the then estimated cost, after deducting the value of the existing courts and offices, was to be provided by means of the appropriation of part of the suitors' fund in the Court of Chancery and by the taxation of the suitors; and that the further funds now required are proposed to be provided, partly by the appropriation of other funds belonging to or connected with the different courts of law and equity in which the suitors are interested, and partly by means of the fees imposed on the suitors.

that the concentration is for the benefit of the That as the principle has thus been established suitors, and is to be effected in a great degree at their expense, and not at the expense of the state, the decision as to the site ought to rest with the of the two branches of the legal profession, who suitors, through their representatives the members are alone able to form a correct judgment as to the are identified in interest with their clients, and position and arrangements of the courts and offices which is best adapted for the expeditious and efficient transaction of the business of their clients.

That both branchees of the legal profession have throughout been nearly unanimous in their adherence to the Carey-street site, as being beyond question the proper one; and that as the funds would be most unreasonable that the site should have been and are to be supplied by the suitors, it and wishes as expressed by their representatives. now be changed, in opposition to their interests

petitioners are strongly of opinion that the new That for the reasons above enumerated your courts and offices ought to be placed on the Careystreet site, according to the plan already sanctioned by Parliament, and not on the Thames Embankment.

Your Petitioners therefore humbly pray that any proposal which may be made to your Honourable House for transferring the site of the new Law Courts and Offices, or any part thereof, from Carey-street to the Thames Embankment, may be rejected. And your Petitioners will every pray, &c.

ELECTION LAW.

WHAT IS AGENCY?

Two or three questions throwing further light upon the more matured opinions of the Election Judges with respect to agency arose on the trial of the Westminister petition.

Mr. Smith had supplied a man with money to pay a great number of persons for exhibiting advertising boards. This was held to be evidence of agency, and that the respondent would be responsible for the act so authorised if it was it was not done with any corrupt intent, and a corrupt act. The Judge was of opinion that therefore nothing came of it, but it was clear that agency had been thus established.

But the mere fact of a name being published as a member of a committee, without some proof of personal recognition of his agency by the

The landlord paid the rates, and witness paid them in the rent. In October witness received a voting paper, and requested Philip Morris to fill it up for him. John Greenhalgh and David Crossley were two of the names to which he told Morris to place his initials, after which witness gave the voting paper to Mrs. Owen to deliver to the collector when he called. Witness had not given authority to anyone to take out the initials.

Cross-examined: His brother-in-law, Owen, voted on the opposite side. Green and Ivers were with Morris when he filled up the voting paper, and Green asked witness for his vote.

Philip Morris said he filled up Tong's voting paper at his request, placing his initials against the names of six of the candidates, according to his directions, Messrs. Greenhalgh and Crossley being two of the candidates. Tong attached his mark. He and Green and Ivers called upon about twenty people, and where the voting papers were filled up unfavourably to witness's side, they endeavoured to persuade the people to allow them to cut out the initials, not aware that they were doing wrong, having been assured that no offence was being committed. They cut perhaps a dozen voting papers.

P.C. Shackleton said he was stationed in Kersley, and was the officer alluded to in the voting papers. Remembered collecting the voting papers, and calling at the house of Thomas Owen. He there found Clarkson, Mrs. Owen, and another woman. Clarkson was engaged cutting initials from a voting paper with his pocket knife. Defendant said he had Mrs. Owen's permission to cut out the names, and Mrs. Owen told him he could please

himself.

Peter Thornley was recalled, and proved that Capt. Topp issued a placard, which was extensively posted in the township, previous to the election, cautioning parties against tampering with voting papers in any way.

judgment was founded on the same reasoning which had guided him in Re Madrid Bank, 14 L. T. Rep. N. S. 456; L. Rep. 2 Eq. 216, namely, that all the promotion money which the promoters did not keep for themselves remained the property of the shareholders, and if the promoters chose to take 8000l. instead of 10,000l., the shareholders and not the directors ought to have the benefit of it. He would, therefore, order that each of the three directors should repay 5001. His Lordship expressed his regret that Mr. Daniel had not been made a defendant; but as he had not, no decree could be made against him. The bill would be dismissed as against Dumas and Venning as they not present when the payment of the 5000l. was had received nothing from the promoters and were resolved upon. The defendants Pelly, Chapman, and Turk must pay the costs of the suit except so far as they were augmented by the charges against Dumas and Venning, which costs the plaintiff must pay.

The next, Re The Estates Investment Company importance, as it was representative of a number (Linited), Pawle's case, was a case of considerable of claims against the company. It was an applitaken off the list of contributories to the company, cation by Mr. Henry Pawle to have his name on the alleged grounds of untrue and fraudulent representations made by the directors in the prospectus; the suppression of important facts from the shareholders, and material variance in the by the memorandum of association, from those character and objects of the company, as defined stated in the prospectus, on the faith of which the shares were taken. The company was formed in

Feb. 1865, and the shares were allotted in the following May. In June, of the same year, Pawle been allotted, repudiated their shares on the and several other persons, to whom shares had grounds above stated, and thereupon the company at once commenced actions against them to recover the allotment money, which these persons had refused to pay. On the 13th July following, the dissentient allottees appointed five of their number to act as a committee to protect their interests by legal means, and to resist the actions brought

The wording of the information was for "unlawfully defacing a certain voting paper," and he contended that the form of the voting paper

COURTS.

SEVERAL COURTS.]

ROLLS COURT.

should be described. Again, it was difficult to [CONTRIBUTED_BY THE REPORTERS OF understand the language "unlawfully deface a certain voting paper, to wit, a voting paper for the purpose of taking the votes of the ratepayers of the said township." The paper alleged to have been defaced could not be said to be a paper within the meaning of the words of the information, and therefore for a crimiual charge it was insufficiently described. He consequently ventured to ask the judgment of the bench upon that point

before he reviewed the evidence.

Mr. Briggs (magistrates' clerk) said the form of information was based upon that laid down by no less eminent an authority than Mr. Oke. Again, the Act of Parliament gave power to the Bench to adjourn the case in order to amend any informality

in the information.

THE

During the past week the following cases worthy of notice have occurred. The first, Madrid Bank v. Pelly, was a suit instituted by the official liquidator of the bank, with the leave of the court, to recover from each of the defendants, Pelly, Chapman, and Turk, who were directors of the bank, a sum of 500l., which had been paid under the following circumstances. A company was formed in 1863 for the purpose of establishing an international bank under a concession to be obtained from the Spanish Government, and it was provided by the articles of association that as soon as the On the objection being overruled, Hopwood pro- concession should be obtained, and the shares ceeded to argue that having brought the matter in allotted 10,000l. should be paid to the promoters. question prominently before the public, and shown The directors in July 1863 (the concession was not that it was illegal to resort to acts which had obtained until April 1864) allotted 5319 shares evidently been extensively practised by both sides which had been applied for (a considerable number during the late election, he trusted the prosecutor of them having been applied for by the directors), and the bench would be satisfied without inflicting and paid 5000l. on account to the promoters. Out a further punishment upon the accused. Mrs. of this sum the promoters paid 500l. to each of the Owen had given a tacit consent to Clarkson's four directors, Pelly Chapman, Turk, and Daniel. altering the voting paper, by saying he might Daniel having gone abroad was not made a please himself, after which it could hardly be said, party to the suit. It was deposed by one of the looking at the prevalency of the practice, that the promoters that these sums of 500l. were paid defendant had been guilty of a criminal intention. to the directors under an agreement previously It was evident that the Farnworth Local Board entered into between the promoters and the four looked at the matter in that light, for, being directors, that the money paid by the directors in familiar with the whole of the circumstances, they respect of the shares which they should apply for, had decided that it would be impolitic to prosecute should be returned to them; but the three defenthe offenders. The impression which Clarkson had dants in their answers asserted that these sums was, no doubt, that Mrs. Owen gave him per-payment of 5000l. to the promoters was ruinous to were paid to them out of pure gratitude. The mission to alter the voting paper, and the woman might at that time have considered that the defendant was justified in making reprisals upon the party who had altered her husband's paper. Taking all the facts of the case into consideration. he trusted that was not the case in which the bench would make an example, but that it would be their privilege and pleasure to discharge the man on the ground of innocence of intention. The CHAIRMAN said the Bench were of opinion that the charge was clearly proved against the man, but they did not wish to inflict an unnecessarily severe penalty. He would therefore be committed to prison for fourteen days without hard labour, as an example to others, as they hoped it would be; for should a case of that kind occur again, they would visit it very severely. This concluded the case.

ELECTION EXPENSES.-There has just been issued a bill to amend the law relating to the expenses of returning officers at elections. This

the Bank, which began to be wound-up in 1865 without having commenced business. At the conclusion of the argument for the defence Lord Romilly, without calling for a reply, said that the facts of the case were perfectly clear. The directors, without waiting for the concession, which was essential to the success of the Bank, had allotted the shares when only 5000 in round numbers had been applied for and immediately paid away 5000l to the promoters. It was stated by the defendants that the payment was made out of pure grati. tude and was quite unexpected, but this was contradicted by one of the promoters, who deposed that there was an agreement between the promoters and the three defendant directors and Mr. Daniel before the allotment was made for the return of their money. Mr. Daniel being at present abroad, could not be examined; but it was impossible to tude to four gentlemen of whom the promoters believe that the money was paid out of pure graticould know little or nothing except that they had just become directors. His Lordship said that his

the 20th July Baron Martin made an order to stay the actions then pending against Pawle and others of the dissentient allottees, until the decree should be made in Ross v. The Estates Investment Company (Limited), a test suit which had been instituted at the instance of the committee, On the 16th March 1867 an order was made to wind-up the company, and at a meeting of the dissentient allottees, held a few days afterwards, Pawle and several others resolved to contribute rateably, according to the number of their shares, to the expenses to be incurred in the hearing of the suit of Ross v. The Estates Investment Company. In July 1866 Vice-Chancellor Wood gave judgment in this suit (15 L. T. Rep. N. S. 272; L. Rep. 3 Eq. 122) in favour of the plaintiff, and his Honour's decision was on appeal affirmed by Lord Cairns: (19 L. T. Rep. N. S. 61; L. Rep. 3 Ch. App. 682.) It was argued on behalf of Mr. Pawle that he was entitled to the same relief as Ross, and that the correspondence clearly showed that there was an understanding between the applicant and the company that the dissentient allottees should not be prejudiced by failing to take proceedings in each individual case, and that this understanding was the cause of the delay which had taken place. It was insisted on behalf of the official liquidator that, the allotment not having been set aside before the winding-up order was made, Pawle ought, in justice to the creditors of the company, to

remain on the list of contributories. His Lordship said that it was a principle of equity that a person who is deceived by a fraudulent prospectus must take proceedings at once in order to have his name removed. It had been held that a person who was deceived, but stood by to see the result of a suit to set aside an allotment of shares, was to to await the result of the suit, and shape his be kept on the register, and could not be allowed course accordingly. But where twenty shareholders, finding that they had been deceived, applied to the directors insisting on having their names taken off the list, and the directors refused to do so, it was not necessary to institute twenty suits, but it was enough if one suit was instituted by a single shareholder, provided that the rest agreed with the company to be bound by the proceedings in it. The other shareholders might contribute to the expenses of that suit. But where this course was adopted and a winding-up order was made in the mean time, were the company entitled to say that a person who consented to be bound by the proceedings was to be retained on the list in spite of their own undertaking, because a windingup order had been made? Certainly not. His Lordship was of opinion that the names of Pawle and all other persons who were bona fide parties. list of contributories. to the present proceedings must be taken off the

Re Coetmor Benefit Building Society came before the court on an appeal from the decision of

the Chief Clerk, who had appointed Mr. Dew, the nominee of the trustees, official liquidator. The appeal was made by ninety creditors for debts amounting to 69541., while the total debts of the society were a little over 10,000l. These persons desired a Mr. Humphreys, who carries on the rather incongruous trades of grocer and public accountant, to be appointed liquidator. He had gained the confidence of the creditors by his faithfulness in auditing the accounts of the society. It was alleged that he was obnoxious to the trustees because he had shown that the books of the society had been tampered with. The applicants had no objection to Mr. Dew, except that he was the nominee of the trustees. Against Mr. Humphreys, on the other hand, it was objected that he was a retailer of wines and spirits, and that it was not desirable to appoint a person in that business to the post of official liquidator. His Lordship said that it appeared that Mr. Humphreys had been taking a very active and hostile part in the affairs of the society, and that as a general rule he did not like to appoint an official liquidator who had already hostile feelings in the matter. His Lordship had also an objection to appointing a public-house keeper to this post; he would, therefore, adopt the view of the chief clerk, and appoint Mr. Dew. But if Mr. Dew should manifest any partiality in the discharge of his duties, the creditors might make another application.

V.C. STUART'S COURT.

The past week has produced only two cases worthy of notice. In the first (Astley v. Thorneloe) the question turned upon the liability of a solicitor who had instituted an administration suit as next friend of three infants and trustees, against whom the suit was instituted, to pay the costs of the litigation. The Vice-Chancellor, in delivering judgment, said the suit was instituted by a solicitor as next friend of infants against trustees for an account of their father's estate. The result of the chief clerk's certificate was that no real benefit had been derived to the infants by the course pursued by their next friend. The only question was as to the costs of the suit, and in deciding it the court had to consider the conduct of the next friend, and that of the defendants before, during, and after the litigation. The court would not judge harshly of the conduct of trustees, but at the same time it was their bounden duty to have their accounts always ready for the inspection of their cestui que trusts. In this case the trustees were applied to by the next friend for their accounts, and as they were in a state which he did not approve of, he suggested that an accountant should be employed. Before applying to the trustees again this bill was filed. The trustees did not communicate with the next friend, but after a motion in court as to whether there should be an inquiry whether the suit had been properly instituted, a decree was made for an account. The trustees put in their answer with the accounts, and thereupon the next friend ought to have considered seriously whether the suit should go on. He went on with the suit at his peril. The further proceedings in chambers showed that the trustees' accounts were accurate, and that the suit had been a useless one. The question now was who should pay the costs. Looking at the conduct of the trustees, he should not allow them any costs up to the time of filing their answer. They must pay their own costs up to and including the costs of their answer, and looking at the conduct of the next friend he must order that he shoud pay all his own costs and the costs of the defendants subsequent to the answer. He intended that the estate of the infants should not be mulcted in any costs. Order accordingly.

In the next, Milns v. Pickstone, the bill was filed by a Mr. J. C. Milns and three others, cotton spinners and manufacturers at Manchester, for the specific performance of an agreement. The agreement was dated in June 1862, and its first clause dissolved a partnership, of which the defendant, W. Pickstone, and the plaintiff, Milns, were members. The second clause had reference to some Brauna wood, about which no question The third stated that Milns and one David Barbour were to purchase the defendant's interest in certain property and effects at a sum of about 14,000l., which it was alleged had been paid to the defendant. Under the 3rd and 4th clauses questions arose which were by the agreement referred to an arbitrator. The fifth clause had reference to the award, and the sixth, which the bill sought to

arose.

enforce, stated that "the said J. C. Milns and David Barbour should at the cost of the said W. Pickstone, grant a lease to him of certain buildings and premises occupied by him at Stand, part of the partnership property, on the terms of a draft lease signed by the said parties." It appeared that the arbitrator had made an award under the reference to him, but had not completed the arbitration. In July 1866, another agreement was entered into between the parties to refer certain questions in dispute to three other arbitrators, but little or nothing had been done

under that reference. In this state of things the defendant refused to take a lease of the property at Stand, and this bill was thereupon filed for the specific performance of the agreement, as far as it related to the lease in question. For the defence it was contended that the court could not grant specific performance of only part of an agreement, and that the matters in dispute ought to be left to the determination of the arbitrators. The ViceChancellor, however, considered that defendant had not shown sufficient grounds for refusing to take the lease, and made a decree for specific performance with costs against the defendant.

V. C. MALINS' COURT.

At the commencement of the past week the Vice-Chancellor disposed of a case of so much importance that it deserves more than a passing notice. We refer to Gray v. Lewis, a suit instituted by a shareholder, on behalf of himself and the other shareholders (except the defendants), in Charles Lafitte and Company (Limited), seeking the restoration of no less a sum than 230,000l., on the ground that it was in fact composed of moneys belonging to that company, and applied for the purpose of purchasing its own shares, a fact studiously concealed (as the court held) from the committee of the Stock Exchange on the occasion of procuring a settling day to be named, and entirely ultra vires. These were very grave charges amongst many others, and it will be necessary to show, as shortly as possible, how the questions arose. The company was projected to purchase the business of M. Charles Lafitte, of Paris, and consisted of 150,000 shares of 201. each, making, therefore, a proposed capital of 3,000,000l. The objects were stated in the prospectus as very extensive, and this plan was referred to in detail by the memorandum and articles of association; whereby they were empowered to embark the capital in carrying out and assisting any kind of financial commercial or industrial operation, and to deal or amalgamate with any public body, or private firm of traders. An agreement was come to (before registration) with the Ottoman Financial Association (Limited) to take 35,000 shares, and hand over its assets in payment. This that association could not do, and they applied to the International Contract Company (Limited), who again applied to the National Bank, who were to be one of the bankers of Charles Lafitte and Co. (Limited), for credit to make the necessary payments. M. Charles Lafitte agreed to give the International Company 25,000l. if they would guarantee a subscription of 40,000 shares; and it was in the endeavour to comply with this requisition that the whole question arose. The mode followed was briefly this: The International Company applied to the National Bank to discount their notes to an amount sufficient to enable them to take the 40,000 shares; and certain directors of Charles Lafitte and Co. (Limited), some of whom were also directors of the National Bank, agreed, by letter, with such bank that as soon as the company was registered they would obtain a resolution not to withdraw the subscription for the 40,000 shares except in proportion as the funds should be replaced. This was objected to, and two other letters were written, the first, requesting the discount of the International Company's notes to the amount of 200,000l. ; and the second, increasing it to 230,000l., this being the important sentence: "And Lafitte and Co. (Limited) hereby undertake that, until the amounts of the said notes are replaced to you, there shall stand to the credit of Charles Lafitte and Co. (Limited) an amount equal to the total of such notes discounted by you, say 230,000l., and that if the said notes are not paid at maturity you shall be at liberty to pay the same out of the balance which shall so stand to the credit of Lafitte and Co. (Limited)." The notes were not paid at maturity, and the whole amount which they represented was paid by the National Bank, out of the funds in their hands belonging to Charles Lafitte and Co. (Limited). There were other minor matters charged in the bill, but this was the main feature in the case. All three companies, the Ottoman, the International, and Charles Lafitte and Co. (Limited) were ordered to be wound-up (the first and third having offices next door to the National Bank), and this bill was filed seeking to make the National Bank and the directors of Charles Lafitte and Co. (Limited) liable for the whole sum (230,0001.) This was resisted on several grounds, the chief one being that the plaintiff on his own

showing was a mere dummy, the shares being paid for by some one else, that it was not competent to him to represent the other shareholders under such circumstances, and that a bill could not be filed after the winding-up order by a shareholder. The charge of ultra vires was also denied. The ViceChancellor, after reserving his judgment for upwards of a month, referred to the facts, and was of opinion that there were untrue statements in the prospectus, that it being absolutely necessary that it should appear that 40,000 shares had been taken, the plan was devised with the National

Bank, of which Messrs. Harvey Lewis and Henshaw were directors, and in which they necessarily had great influence; and the National Bank gave a certificate to satisfy the requirements of the Stock Exchange (stringently formed to protect the public against fraud, imposition, and dishonesty), that 79,522 shares were taken and paid upon and 237,500l. stood in their books to the credit of Charles Laffitte and Co. (Limited) when they (that is, their directors) knew that 230,000l. was pledged to meet the notes of the International Company, and that 40,000 shares were only nominally taken. This was a deception upon the Stock Exchange, and rendered the whole transaction void and ultra vires as against all parties concerned. It was devised to give falsehood the appearance of truth, to accomplish a fraudulent evasion of the Stock Exchange rules, and a gross breach of trust by the directors. The whole fund must be restored, and the National Bank, and the directors of Charles Laffitte and Co., who were sought to be charged, must pay the costs. Against the other defendants the bill was dismissed as to some with, and as to others without, costs, on the ground of ignorance and acquiescence.

The next case which may be mentioned was one well known in this court, viz., that of Seaton v. Grant, in which the plaintiff purchased shares in the Credit Foncier, &c., Company, for the purposes of the suit. The case was now brought on to dis miss the bill for want of prosecution, no steps having been taken since June 1867, and the plaintiffs' having transferred his shares to some one else. The only difficulty was that exceptions to the answer had been allowed, but no further answer put in. As no one appeared to oppose, the Vice-Chancellor did not allow this mere technicality to interfere, and made the order; so that this celebrated suit is at an end.

Another case which came before the notice

of the court was Holmes v. Dudley, in which it will be remembered, a governess in a family

near

Oxford, married by registry a youth of fifteen, one of several children she had the charge of, having gone to that city ostensibly for shopping purposes. Although there was infancy on his side and she was more than twenty-one, Sir J. Wilde held that the marriage was valid, there being no one at the time, parent or guardian, who could object; but, the youth being made a ward of court, the Vice-Chancellor had several interviews with the parties, alone and together, and in the presence of third persons, and without his sanction, the youth being placed with interdicted all cohabitation or communication a person to learn farming. made by the guardian to commit the wife for conher husband resided, spoken to him over or through tempt, she having gone to Herefordshire, where a hedge, and asked him to kiss her. This his he would see what could be done; she not being Honour characterised as very improper, and said sui juris could not be made to pay costs.

A motion was now

The next case was Steele v. The Midland Rail way Company, on a motion to take the amended bill off the file, on the ground that there having been a supplemental bill, on alleged new matter discovered, and the original bill being dismissed with costs, that supplemental bill, on the common order to amend, had been turned into an original bill. The Vice-Chancellor refused the motion, on the ground that, although amplified, no new case was made by amendment, and an answer had actually been put in.

In Re The London Permanent Benefit Building Society, a petition was presented to wind-up by a member who had given notice of withdrawal in 1854, which notice gave rise to a resolution in order to enable the company to go on, it having been greatly damaged by such notice. It appeared that the liabilities were 6001. in excess of the assets. On that ground, but chiefly on the ground of the delay on the part of the petitioner, the court dis missed the petition with costs.

Page v. Ward was a case relating to Savillehouse, Leicester-square, burned down in 1865. Disputes arose, inasmuch as different parties had held different rooms, and it was now a question whether letters passing between the solicitor of Mrs. Page and her architect were privileged. The Vice-Chancellor, admitting the general rule, held they were not.

In Re The General Provident Insurance Association (Limited), Messrs. Brandon, solicitors, had advanced 1501. on a deposit of deeds to the manager, and that was known to, and sanctioned by, a meeting of directors, but it appeared such meeting was not properly constituted according to the articles, nor was there any minute of the transaction. The Vice-Chancellor was of opinion that, the requisite formalities not having been observed, the claim must fail; the deeds, however,

must be retained.

A petition to wind-up the Seaford Pier Company, which has stood over from time to time, again came before the court, and the Vice-Chancellor upon this occasion made a winding-up order, being

satisfied that there were more than seven members. The company had been formed by Act of Parliament, and had no register of shareholders. The petitioning creditor was a printer who had been employed for the purpose of advertising the formation of the company.

Winding-up orders were also made in the cases of the Staverton Cloth Company and the International Assurance Company.

Bower v. Societé des Affreteurs du Great Eastern came on upon exceptions to the plaintiff's answers to cross interrogatories. The plaintiffs were engineers at Liverpool, and the defendants were a French company which had been formed for the purpose of running the Great Eastern steamship between New York and France in order to bring passengers to visit the Great Exhibition of 1867. The plaintiffs had been employed in carrying out certain repairs and alterations to the ship. It was alleged that by the exceptions that the plaintiffs had referred the defendants to their books generally, but had not specified where the entries and accounts which were particularly sought, and which related to the repairs in question, were to be found. The Vice-Chancellor overruled the exceptions on this head.

The only other case which need be noticed is Gibbins v. Eyden, which raised the new point whether an inchoate right to a tenancy by the curtesy passed to assigns upon the bankruptcy of the party who became subsequently entitled; and the Vice-Chancellor, having reserved his judgment, was of opinion that the inchoate right did not pass.

BILLS BEFORE PARLIAMENT. ADMIRALTY JURISDICTION (COUNTY COURTS) BILL.

A Bill to extend and regulate the Admiralty Jurisdiction of the County Courts.

Be it enacted by the Queen's most excellent Majesty, by and with the advice of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:1. Short title. This Act may be cited as "The County Courts Admiralty Jurisdiction Act 1869," and shall be read and interpreted as one Act with the County Courts Admiralty Jurisdiction Act 2. Extension of jurisdiction over ships and goods -If parties agree causes in respect of claims of higher amount may be determined by County Court.-Any County Court appointed or to be appointed to have Admiralty jurisdiction shall have jurisdiction, and all powers and authorities relating thereto, to try and determine the following causes:

1868.

If after the time when the lien first accrues the ship has been in any port or ports in England for one month, and the person entitled to enforce the lien has been in England for the same month, the lien shall remain in force until the expiration of three months from the end of that month and no longer :

If after the time when the lien first accrues the ship has been in any port or ports in England for two months, but the person entitled to enforce the lien has not been in England for one month within that period of two months, the lien shall remain in force until the expiration of one year from the time when it first accrued, or until the expiration of three months from the end of that period of two months, whichever last happens, and no longer.

In other cases the lien shall remain in force until the expiration of three years from the time when it first accrued, and no longer, unless the person entitled to enforce the lien, after the expiration of that time, shows to the satisfaction of the court that he has proceeded with reasonable diligence. 5. Power to file general average agreement. Where, after the commencement of this Act, any persons enter into an agreement for a reference for the ascertainment and adjustment of the amount and proportion of their several losses and expenses in respect of general average, any party to the agreement may, at any time after the same is entered into, file in any County Court appointed, or to be appointed, to have Admiralty jurisdiction an attested copy of the agreement.

6. Jurisdiction over average agreements when filed. On and after the filing of any such agreement the court in which it is filed shall have jurisdiction to entertain any application of any party to the agreement, or of the referee thereunder, respecting the execution of any of the provisions of the agreement, or respecting any of the rights, powers, duties, or liabilities of the parties thereto or any of them; and on any such application, as far as appears to the court requisite for disposing of such application, but not further or otherwise, the court may proceed and direct and authorise proceedings with respect to the issuing witnesses, and in other respects, as if a suit or of process and summoning and examination of Admiralty cause had been regularly instituted in the court, and may make such orders concerning the subject of the application and the costs of it effect and consequences of an order of the court as seem just; and every such order shall have the in a suit or Admiralty cause regularly insti

tuted.

into operation on the first day of September, one 7. Commencement of Act.-This Act shall come thousand eight hundred and sixty-nine.

COUNTY COURTS PROCEEDINGS
BILL.

A Bill further to facilitate Proceedings in the
County Courts.

Whereas it is expedient. to give further facilities to plaintiff's bringing their actions in the County Courts:

1. Short title.-This Act may be cited for all purposes as the County Courts Act 1869, and it shall be read and interpreted as one Act with the several statutes relating to the County Courts.

(1.) As to any claim arising on any charterparty, bill of lading, or other contract respecting the use or hire of any ship, or the carriage of goods therein, as between the immediate parties to such contract, or as between the owner of the ship and any person claiming through or under any such Be it therefore enacted by the Queen's most party, and over any claim concerning any excellent Majesty, by and with the consent of the ship or goods relating to freight, demurrage, Lords spiritual and temporal, and Commons, in average (general or particular), or short this present Parliament assembled, and by the delivery of or damage to cargo, and gene-authority of the same, as follows: rally over any claim of a civil and maritime nature relating to any ship, or to the goods carried therein, except insurance, provided such claim does not exceed three hundred pounds. 2. Action for goods sold may be brought in dis(2.) As to any cause in respect of any such trict where plaintiff carries on business. In an claim or claims as aforesaid, but in which action for the price or value of goods or chattels the amount claimed is beyond the amount which, or some part of which, were sold and limited as above-mentioned, when the par- delivered to the defendant to be dealt with in the ties agree, by a memorandum signed by way of his trade, profession, or calling, the plainthem or by their attorneys or agents, that tiff may, at his option, enter the plaint in the disany County Court having Admiralty juris-trict in which the defendant or one of the defendants diction, and specified in the memorandum, shall dwell or carry on his business at the time of shall have jurisdiction. bringing the action or suit, or upon filing an affiProvided always, that any appeal from the davit to the effect set forth in the form given in decree or order of the County Court in a cause in Schedule A to the County Courts Act 1867, in the which jurisdiction is hereby given, shall be made district in which the plaintiff shall dwell or carry to one of the Superior Courts of Common Law at on business; and the judgment, if for the plaintiff, Westminster, and not to the High Court of shall be for payment forthwith, or at such time or Admiralty. times, and by such instalments, if any, as the plaintiff, or his attorney or agent, shall in writing have consented to take at the time of the entry of the plaint.

3. Proceedings in rem., &c.-The jurisdiction conferred by this Act and by the County Courts Admiralty Jurisdiction Act 1868 on any County Court appointed or to be appointed to have Admiralty jurisdiction, may be exercised either by proceedings in rem. or by proceedings in personam, the twenty-second section of the County Courts Admiralty Jurisdiction Act 1868 being hereby repealed.

4. Limitation of maritime liens.-A maritime lien on proceedings in a County Court shall remain in force as next hereinafter specified; that

is to say,

3. Actions on bills of exchange may be brought in district where plaintiff carries on business.-An action on a bill of exchange or promissory note in which the sum mentioned exceeds five pounds in amount, and is not payable by instalments, may be brought in the court within the district of which the plaintiff, if the holder thereof at the time the same became due, carries on business.

4. Extension to County Courts of Bills of Exchange Act 1855.-The summary procedure on Bills

of Exchange Act 1855 shall extend and apply to the County Courts in all cases in which the sum mentioned in the bill or note exceeds five pounds in amount, and such bill or note is not payable by instalments.

5. Judgment may be had in default after personal service in certain cases.-The twenty-eighth and twenty-ninth sections of the County Courts Act 1856 shall extend and apply to all actions for a debt or liquidated money demand in which the plaintiff seeks to recover a sum exceeding five pounds in amount.

SUNDAY TRADING BILL.

A Bill to amend the law relating to selling and hawking Goods on Sunday.

Whereas the practice of Sunday trading prevails extensively in various parts of England, and the law is insufficient to prevent the same: excellent Majesty, by and with the advice and conBe it therefore enacted by the Queen's most sent of the Lords spiritual and temporal, and Comby the authority of the same, as follows: mons, in this present Parliament assembled, and

1. Penalties for selling, offering, and exposing for sale.-No person shall, on Sunday, hawk, cry, sell, offer, expose for sale, or deliver in the way of his trade, or cause to be hawked, cried, sold, offered, exposed for sale or so delivered, any goods, wares, merchandise, or other things whatsoever (except shall commit any such offence, and shall be conas hereinafter excepted); and any person who victed thereof before a police or stipendiary magistrate, or before any two justices of the peace, shall forfeit and pay any sum not exceeding twenty shillings, nor less than five shillings, as shall be adjudged by such magistrate or justices: Provided always, that no person who has not before been convicted of any offence against this Act shall be liable to more than one penalty for any offence against this Act committed on one and the same day.

2. Certain cases to which this Act does not apply. -The provisions of this Act shall not apply To the selling, offering, or exposing for sale or delivery of any article or thing for medicinal purposes; Nor to the selling, offering, or exposing for sale without public cry, nor to the delivery of any meat, fish, poultry, game, or vegetables, before the hour of nine o'clock in the morning;

Nor to the selling, offering, or exposing for sale or delivery of any milk or cream before the hour of ten o'clock in the morning, or after hour of one o'clock in the afternoon; Nor to the selling, offering, or exposing for sale without public cry of any pastry, fruit, or any beverage which may lawfully be sold without a licence before the hour of ten o'clock in the morning, and after the hour of one o'clock in the afternoon; Nor to the selling, offering, or exposing for sale without public cry, nor to the delivery, of any periodical publication before the hour of ten o'clock in the morning;

Nor to the exercise of the ordinary business of the keeper of a cook-shop, eating-house, or or coffee-house, before the hour of ten o'clock in the morning and after the hour of one o'clock in the afternoon; Nor to the exercise of the ordinary and lawful business of a baker, licensed victualler, or keeper of any inn, tavern, hotel, publichouse, house licensed for the sale of beer or of exciseable liquors.

3. Provisions as to distinct and separate offences. -If any person, having been once convicted of an offence against this Act, shall be again convicted by any magistrate or justices of the peace of any such offence, such person shall for every such subsequent offence forfeit and pay any sum not exceeding forty shillings nor less than twenty shillings for every separate act of selling, offering, or exposing for sale or delivery on one and the same day, as shall be adjudged by such magistrate or justices.

4. Proof of previous conviction.-In all cases in which it shall be sought to prove any previous conviction against any person under this Act, a certificate, containing the substance and effect only (omitting the formal part) of the record of the conviction of the previous offence, purporting to be signed by the proper officer having the custody of such record of conviction, or a certificate of such previous conviction purporting to be signed by the person who shall have acted as clerk to the justices or magistrate before whom such previous conviction shall have taken place, shall, upon proof of the identity of the person of the offender, be sufficient evidence of the previous conviction, without proof of the signature or official character of the person appearing to have signed the same; and if any person whatsoever shall wilfully and knowingly utter a false certificate of a conviction for a previous offence against this Act, or if any other person, other than such proper officer or