the court will interfere, a ground for its interposition must be laid by showing an account which cannot fairly be investigated by a court of law.

Unless courts of equity were put to that limit to their interference, no action for an accounting would ever be tried in a court of law, and wherever a person was entitled to a set-off a bill might be sustained.

If a plaintiff asks for relief and for discovery as ancillary only to that relief, where the court is of opinion that the ground for relief fails, he is not entitled to the discovery, and must file another bill for that purpose.

Although, under a prayer for general relief, if the specific relief prayed cannot be given, the court will assist the party, yet the facts, to warrant that assistance, should be clearly and fully stated, so that the defendant may know what is sought by the bill.

A plaintiff can only learn from the discovery of the defendant how he acted in the execution of his agency; and it would be unreasonable that the plaintiff should pay the defendant for that discovery, if it turned out that the defendant had abused his confidence; yet such must be the case if a bill for relief will not lie.

The principle on which courts of equity constantly act by taking cognizance of matters which, though cognizable at law, are yet so involved with a complex account that they cannot properly be taken at law is, that, until the result of the account the justice of the case cannot appear.

Although a demand may resolve itself into a legal demand, still, if there is such a complication of accounts that it is not a fit case for a trial at law, then, according to the rule, a bill in equity is the remedy.

Money, when paid into a bank, ceases altogether to be the money of the principal; it is then the money of the banker who is bound to return an equivalent by paying a similar sum to that deposited with him when he is asked for it. The money paid into the bank is money known by the principal to be placed there for the purpose of being under the control of the banker; it is then the banker's money; he is known to deal

with it as his own; he makes what profit of it he can, which profit he retains to himself, paying back only the principal, according to the custom of bankers in some places, or the principal and a small rate of interest, according to the custom of bankers in other places. The money placed in the custody of a banker is, to all intents and purposes, the money of the banker, to do with as he pleases; he is guilty of no breach of trust in employing it; he is not answerable to the principal if he puts it into jeopardy, if he engages in a hazardous speculation; he is not bound to keep it or deal with it as the property of his principal, but he is of course answerable for the amount because he has contracted, having received the money, to repay the principal, when demanded, a sum equivalent to that paid into his hands.

That has been established to be the relative situations of banker and customer; the banker is not an agent or factor, but he is a debtor.

As between principal and factor, it has been held to be within the jurisdiction of a court of equity because the party partakes of the character of a trustee. Partaking of the character of a trustee, the factor-as the trustee for the particular matter in which he is employed as factor-sells the principal's goods, and accounts to him for the money. The goods, however, remain the goods of the owner or principal until the sale takes place, and the moment the money is received the money remains the property of the principal. So it is with regard to an agent dealing with any property; he obtains no interest in the subject-matter beyond his remuneration; he is dealing throughout for another, and though he is not a trustee according to the strict technical meaning of the word, he is quasi a trustee for that particular transaction for which he is engaged; and, therefore, in these cases the courts of equity have assumed jurisdiction.

A case of mere receipts and payments may become so complicated, that the account cannot be taken at law, and may become properly the subject of the jurisdiction of a court of equity. But where the account is on one side only, a strong

case must be shown before the court will exercise its jurisdiction.

The circumstance that a party may have been the agent of the other in the receipt of a certain sum of money, or in one particular matter, does not necessarily render the case one in which a bill of equity may be brought for an account.

The right of the principal rests upon the trust and confidence he reposes in the agent, but the agent reposes no such trust or confidence in the principal. The rights of principal and agent are, therefore, not correlative.

It is dangerous to say that equity depends on mutual receipts and payments; the equity must depend in each case on the nature of the account; it depends on this, whether the account is in its own nature, not merely from number of items, but from its nature, so complicated that the court will say such an account cannot be taken in a court of law.

The best considered review of the authorities puts the equitable jurisdiction over matters of account upon three grounds, viz.: the complicated character of the accounts, the need of a discovery, and the existence of a fiduciary or trust relation. The necessity for a resort to equity for the first two reasons is now very slight, since a court of law can send to a reference a long account, too complicated for the handling of a jury, and furnishes by an examination of the adverse party before trial, and the production and deposit of books and papers, almost as complete a means of discovery as could be furnished by a court of equity. But the jurisdiction of the latter court over trusts and those fiduciary relations which partake of that character, remains, and in such cases the right of an accounting seems well established. But the existence of a bare agency is not sufficient. If it was, it would draw into equity every case of bailment in which an account existed.

An accounting is always proper in cases of partnership, yet where the parties were not partners, but the relation existing was that of a quasi partnership, and the position of the party sued involved the same trust, duties and obligations, the right to an accounting has been declared.

If an action at common law could be maintained, where an account is complicated so that a full examination and settlement of previous accounts, transactions, or methods of business are necessary, and where the whole matter is within the knowledge of the defendant, it cannot so conveniently or accurately be investigated at common law as in equity. Even if a trial by jury be claimed and allowed, the court might, in a suit in equity, so mould the issues and direct the course of the trial as to avoid many of the difficulties attending a trial at common law.

A court of equity is the appropriate tribunal for dealing with an account prayed for by the holder of a policy of life insurance, and the defendant is bound to produce an account from the data in its possession, which shall show that it has complied with its promise equitably to apportion to the plaintiff his share in the accumulations made through the operation of the tontine provisions in his policy.

A policyholder is not a member of a life insurance corporation, but its creditor, who has contracted with it. At the end of a fixed period, having complied with the contract on his own behalf and made the payments required, he is entitled to have apportioned to him his share of a certain fund to be computed. The company has no right to withhold it as a corporation may withhold profits from a stockholder. The policyholder's share, or its equivalent in value, is his own property and not that of the corporation.

The holder of a life insurance policy belonging to a class which has matured, and all others similarly situated, have the right, upon proper allegations of fact showing that the apportionment made by the company is not equitable, or has been based upon erroneous principles, to have a trial and make proof of such allegations, and, if proved, the court will declare the proper principles upon which the apportionment is to be made, so as to become an equitable apportionment.

[Conversion and Reconversion.]

To work a conversion of real estate into personalty, there must be either (a) a positive direction to sell or (b) an ab

solute necessity to sell in order to execute the will, or (c) such a blending of realty and personalty by the testator in his will as to clearly show that he intended to create a fund out of both real and personal estate, and to bequeath the same as money. In the first, the intention to convert is expressed. In the latter two it is implied. Where the result is to change the course of inheritance, the law does not favor conversion, and it will be presumed only so far as it is necessary to effectuate the intention of the testator.

Where by a will a bare power of sale is given to executors, and the lands meanwhile descend to the heir, the latter is at law entitled to the intermediate rents and profits; but if the power of sale operates as an immediate conversion of the land into personalty, accompanied with a gift of the proceeds, then in equity the intermediate rents and profits go with and are deemed to be a part of the converted fund, and the heir may be compelled to account therefor to the executor.

The remedy of an executor to recover the intermediate rents and profits of land descended to the heir, subject to an immediate and imperative power of sale and a gift of the proceeds to other persons, would seem to be in equity only. The legal possession of the land is in the heir, and not in the executor, and the latter cannot at law recover possession or exclude the heir therefrom. The heir may be compelled to account and other equitable remedies may doubtless be resorted to by the executor to prevent spoliation in the nature of waste to the injury of legatees to the proceeds.

Upon the principle that equity regards as done what ought to be done, when the will directs the executor to sell real es-. tate by the power, the land is equitably converted into money from the time the sale was directed to be made, and will be so regarded thereafter in equity for all purposes. There must, however, be an imperative and unequivocal direction to sell the real estate, and when the power to sell requires the consent of the parties interested, there is no conversion until such consent is given. And when the sale is dependent upon a contingency, there is no transmutation until the contingency has happened.