DOLPHIN, THOMAS, Ribchester, quarry master. Ct. Proston. Oct. 3. EDWARDS, HERBERT JAMES, Penygroes, licensed victualler. Ct. Bangor. Oct. 3. EVANS, HENRY, Porth, collier. Ct. Pontypridd, Ystradyfodwg, and Porth. Oct. 4. EVANS, DANIEL, Caerau, coal miner. Ct. Cardiff. Oct. 2. EVANS, ANNE, Carmarthen, licensed victualler, widow. Ct. Carmarthen. Oct. 3. ELT. STANLEY FREDERICK, Porthcawl, commercial traveller. Oct. 2. Ct. Cardiff. GROCOCK, EDWARD, Kingston-upon-Hull, plumber. Ct. Kingston-uponHull. Oct 4. Oct. 3. HADLEY, WALTER GEORGE, Leigh Sinton, baker. Ct. Worcester. Oct. 2. PITT, HENRY JOHN, Bedwas, boot factor. Ct. Newport, Mcn. Oct. 4. SMITH, ELWOOD (trading as F. S. Smith and Son), Manchester, painter. SHELDON. WILLIAM HENRY, Sheffield, electro plate manufacturer. Ct. SHEARD, JAMES, Dewsbury, coal merchant. Ct. Dewsbury. Oct. 3. TAYLOR, ARTHUR EDWIN, and HUNTER, ALBERT, Thirsk, ironfounders. Ct. THOMAS, DAVID ALFRED, Ferndale, insurance agent. Ct. Pontypridd, Ystradyfodwg, and Porth. Oct. 2. WHEELWRIGHT, ALBERT, Birmingham, fruiterer. Ct. Birmingham. Oct. 3. WELFORD, WILLIAM VERNON, Radley, baker. Ct. Oxford. Oct. 4. GAZETTE, OCT. 10. Carlisle, Monday, Oct. 23 Oct. 2. LONNIE, SYDNEY GEORGE, Teather-st, Camberwell, cabinet maker. Oct. 4. PRIESTMAN, ANDREW DIMSDALE, late Clement's-inn, Strand, managing REYNER. WILLIAM, late Redcar, pianoforte dealer. Oct. 4. WISE. A. J., Stamford Brook-mansions, Goldhawk-rd, Shepherd's Bush, late hospital secretary. Oct. 2. To surrender at their respective District Courts. BINTCLIFFE, ARTHUR, Elland, farmer. Ct. Halifax. Oct. 3. BOWMAN, PHILIP. Ipswich, tailor. Ct. Ipswich. Oct. 2. COBB, JOHN WILLIAM, Netherfield, grocer. Ct. Nottingham. CURZON, WILLIAM JOHN, Nottingham, estate agent's clerk. Ct. Nottingham. Oct. 4. Oct. 2. CALVERT, STANLEY, late Cottingham, clerk. Ct. Kingston-upon-Hull. Oct. 4. COOPER, GEORGE, Oulton Broad, shoemaker. Ct. Great Yarmouth. Oct. 4. To surrender at their respective District Courts. ARSCOTT, WILLIAM, Wiveliscombe, dealer. Ct. Taunton. Oct. 7. BUTLER, ELIZABETH MARY (trading as M. Butler and Co.), Walsall, hame manufacturer. Ct Walsall. Oct. 6. BEAUMONT, GODFREY LANCASTER, late Great Haywood, retired army major. Ct. Stockport. Oct. 5. BAILEY, ARTHUR EVANS, Alfreton, joiner. Ct. Derby and Long Eaton. Oct. 6. CRAN, JAMES, Great Harwood, doctor of medicine. Ct. Blackburn and Darwen. Sept. 30. COCKS, WILLIAM, Woodley, coal merchant. Ct. Stockport. Oct. 5. CAREY, NELLY (late Nelly Rance, widow), St. Leonards-on-Sea, licensed victualler. Ct. Hastings. Oct. 7. ELLIS, MARTHA, and ELLIS, SAMUEL STANWORTH (trading as the South Yorkshire Coal Supply Company), Doncaster, coal merchants. Ct. Sheffield. Oct. 6. HICKMAN, WILLIAM JOHN, Walsall, bridle cutter. Ct. Walsall. Oct. 4. HUTCHINSON, HENRY, late New Sawley, grocer. Ct. Nottingham. Oct. 5. HURST, WILLIAM, late Manchester. Ct. Manchester. Oct. 6. HOMER, FREDERIC CHARLES (late trading as F. C. Homer and Sons), HUGHES, ALBERT, Llandilo, florist. Ct. Carmarthen. Oct. 7. MULGRAVE, SUSAN ELIZABETH (known as Elizabeth Mulgrave), Southport, widow. Ct. Liverpool. Oct. 5. MUNDAY, CHARLES ROBERT, Bethersden, hairdresser. Ct. Canterbury. NEWTON, AUSTEN CHAMBERLAIN, Maidenhead. Ct. Windsor. Oct. 7. PARNALL. SYDNEY F. (trading as Sydney F. Parnall and Co.), Plymouth, saddler. Ct. Plymouth. Oct. 5. PAINE, ALFRED; PAINE, ALFRED D'ARCY; PAINE, PERCY WALTER; and LEES. ROBERT STEWART (trading as Alfred Paine and Sons), Bedford, wool merchants. Ct. Bedford. Oct. 5. ROBERTS, HENRY, St. Keverne, foreman of stone quarry. Ct. Truro. Oct. 7. SANSOM, FREDERIC SAMUEL, Willenhall, baker. Ct. Wolverhampton. ROBERTS, LLEWELYN, Llanllyfni, baker. Ct. Aberystwyth. Oct. 7. SOWDEN, REUBEN, Barnsley, auctioneer. Ct. Barnsley. Oct. 5. STURMEY, JOHN JAMES HENRY. Coventry. Ct. Coventry. Oct. 7. SLATER, CHRISTOPHER, New Cleethorpes, skipper of a steam trawler. Great Grimsby. Oct. 4. Oct. 6. Ct. SCOTT, THOMAS WILLIAM, Dunstable, provision dealer. Ct. Luton. Oct. 7. CALVERT, Ct. Wrexham and Llangollen. Oct. 4. STANLEY, late Cottingham, clerk. Ct. Kingston-upon-Hull. CANHAM. WALTER JOHN (also trading as the Farmers' Supply Association), Oct. 2. COOPER, GEORGE, Oulton Broad, shoemaker. Ct. Great Yarmouth. CANHAM, WALTER JOHN (also trading as the Farmers' Supply Association), DE EVINOFF, COUNT J., Aldwych, Strand. Ct. High Court. Oct. 2. DOLPHIN, THOMAS, Ribchester, quarry master. Ct. Preston. Oct. 3. ELT, STANLEY FREDERICK, Porthcawl, commercial traveller. Ct. Cardiff. EVANS, DANIEL, Caerau, coal miner. Ct. Cardiff. Oct. 2. EVANS ANNE, Carmarthen, licensed victualler, widow. Ct. Carmarthen. Oct. 3. EDWARDS, HERBERT JAMES, Penygroes, licensed victualler. Ct. Bangor. Oct 3. GROCOCK, EDWARD, Kingston-upon-Hull, plumber. Ct. Kingston-uponHull. Oct. 4. GRIFFITHS, HENRY, Eardley-cres, Earl's Court, grocer. Ct. High Court. Sept. 27. HILL, GEORGE LEWIS (described in the receiving order as George Hill), Leadenhall-st, engineer's store merchant. Ct. High Court. Sept. 27. HOOPER, FRED ALBERT, Westminster Bridge-rd, publican. Ct. High Court. Sept. 30. HOUGHTON, ARTHUR V., Northwood. Ct. St. Albans. Oct. 4. HADLEY, WALTER GEORGE, Leigh Sinton, baker. Ct. Worcester. Oct. 2. LEVY, LEOPOLD SIGISMUND (described in the receiving order and trading MOTT, WILLIAM FREDERICK, Chelmsford. Ct. Chelmsford. Sept. 30. ROBINSON, GEORGE, Birmingham, builder. Ct. Birmingham. Oct. 4. SUTTON, ABRAHAM (commonly known as Alfred Sutton), Trump-st, manufacturer 3 agent. Ct. High Court. Sept. 30. SMITH, WILLIAM, Wickham Market, saddler. Ct. Ipswich. Oct. 3. SHEARD, JAMES, Dewsbury, coal merchant. Ct. Dewsbury. Oct. 3. THOMAS, DAVID ALFRED, Ferndale, insurance agent. Ct. Pontypridd, Ystradyfodwg, and Porth. Oct. 4. TAYLOR, FRANCIS JOHN DAVID, Sible Hedingham, carter. Ct. Colchester. Oct. 4. TAIT, J., late Thornton Heath, baker. Ct. Croydon. Oct. 2. TAYLOR, ARTHUR EDWIN, and HUNTER, ALBERT, Thirsk, ironfounders. Ct. Northallerton. Oct. 4. VINCE, GEORGE THOMAS, Lymington, cycle agent. Ct. Southampton. Oct. 4. WOOLER, HARRY KNOWLES, Liscard, late commercial traveller. Ct. Birkenhead. Oct. 2. WHEELWRIGHT, ALBERT, Birmingham, fruiterer. Ct. Birmingham. Oct. 3. YOUNG, WILLIAM, oil importer. Ct. High Court. Oct. 3. GAZETTE, OCT. 10. BURNELL, GEORGE, Paignton, builder. Ct. Plymouth. Oct. 4. BRACE, WILLIAM JOHN, Dalston-la, Dalston, builder. Ct. High Court. CAREY, NELLY (late Nelly Rance, widow), St. Leonards-on-Sea, licensed victualler. Ct. Hastings. Oct. 7. ELLIS, MARTHA, and ELLIS, SAMUEL STANWORTH (trading as the South Yorkshire Coal Supply Company), Doncaster, coal merchants. Ct. Sheffield. Oct. 6. HELLINGS, EDWARD, and HELLINGS, ARTHUR EDWARD SOMERVILLE (trading as Edward Hellings and Co.), Nicholas-la, bill brokers. Ct. High Court. Oct. 6. HICKMAN, WILLIAM JOHN. Walsall, bridle cutter. Ct. Walsall. Oct. 4. HIGGINBOTTOM, JOSEPH BROOME, Heaton Mersey, shipping clerk. Ct. Stockport. Oct. 6. HUTCHINSON, HENRY, late New Sawley, grocer. Ct. Nottingham. Oct. 5. HUGHES, ALBERT, Llandilo, florist. Ct. Carmarthen. Oct. 7. MULGRAVE, SUSAN ELIZABETH (known as Elizabeth Mulgrave), Southport, widow. Ct. Liverpool. Oct 5. MUNDAY, CHARLES ROBERT, Bethersden, hairdresser. Ct. Canterbury. Oct. 7. MORGAN, TIMOTHY, Chapel-st, Islington, provision merchant. Ct. High Court. Oct. 6. PARKIN, BENJAMIN KING, Leadenhall-st, engineer. Ct. High Court. Oct. 6. REDMAN, THOMAS HENRY, Yatton, printer. Ct. Bristol. Oct. 5. ROBERTS, LLEWELYN, Llanllyfni, baker. Ct. Aberystwyth. Oct. 7. RUTLIDGE, CHARLES, late St. Swithin's-la. Ct. High Court. Oct. 5. SANSOM, FREDERIC SAMUEL, Willenhall, baker. Ct. Wolverhampton. Oct. 6. SNOW, FRANCIS, Okehampton, dealer in poultry. Ct. Plymouth. Oct. 6. SOWDEN, REUBEN, Barnsley, auctioneer. Ct. Barnsley. Oct. 5. WILSON, ARTHUR, and BROWN, JAMES ARTHUR (trading as Wilson, Brown Ct. Canterbury. BIRTHS, MARRIAGES, AND DEATHS. BIRTHS. HARINGTON. On the 30th ult., at 20, Ovington-sq, S.W., the wife of His MARRIAGES. BEAZLEY-VEASEY.-On the 30th ult., at Baldock, Herts, Hugh Loveday SOUTHERN MACDOWELL. On the 4th inst., at Kingston Vale Church, DEATHS. CLARKE. On the 3rd inst., at Lewens, Wimborne, Lorina Alice, wife of HORNE. On the 5th inst., at Sandal, Wakefield, William Francis Lovell RANDALL. On the 1st inst., at 81, Oakwood-ct, Addison-rd, Thomas Randall, Solicitor (retired), formerly of Melbourne and Ballarat, in his eighty-fourth year. BUTTERWORTH & CO., LaB Publishers. 10, 11, & 12, BELL YARD, TEMPLE BAR, LONDON. BUTTERWORTHS' YEARLY WORKMEN'S COMPENSATION SERIES (Reports Cases-Statutes-Rules-Forms) 1912. SUBSCRIPTION RATES: Series A. Nos. 1 & 2, 21/- net, postage 1/-. Series B. Nos. 1, 2, & 3, 24/6 net, postage 1/3. No. 1.-QUARTERLY ADVANCE SHEETS. Butterworths' Workmen's Compensation Cases, edited by Douglas No. 2.-ANNUAL VOLUME COMPLETE. Butterworths' Workmen's Compensation Cases, edited by His No. 3.-WILLIS'S WORKMEN'S COMPENSATION ACT. 263 PROBATE, DIVORCE, AND ADMI RALTY DIVISION. SABINA In the Goods of MARIA LEADING ARTICLES, &c. 303 TO READERS AND CORRESPONDENTS... 547 547 IRISH NOTES 549 550 THE CONVEYANCER .... ...................................... 551 OCCASIONAL NOTES 551 266 NOTESF RECENT DECISIONS NOT YET REPORTED 552 SUPREME COURT OF JUDICATURE. Aff cting Music in Churches BANKRUPTCY LAW AND PRACTICE.-- NOTES AND QUERIES.. 556 295 298 Re TEWKESBURY GAS COMPANY LIMITED TYSOE . THE COMPANY -Company-Debenture-Covenant "on and after the 1st Jau. 1898-Liability to repay 300 Re HAMMOND (deceased); BURMISTON v. WHITE AND ANOTHER WDPresumption of death-Remarriage of presumptive widow 302 By W. Addington Willis, LL.B. (Lond.), Barrister-at-Law. 440 Pages. The 12th Edition for 1912 is in the press. annually in January.) SUBSCRIPTIONS NOW RECEIVED. 566 567 To Readers and Correspondents. 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Advertisements must reach the office not later than five o'clock on Thursday afternoon and must be accompanied by a remittance, Post-Office Orders payable to HORACE COX. Vol. CXXXI- No. 3577. IHS COULTS AND COURT PAPERS.High Court of Justice: King's Bench Division: Rota of Judges. Michaelmas Sitting, 1911-Circuit of Judges: Autumn Assizes-Rota of Registrars THE GAZETTES. BIRTHS, MARRIAGES, AND DEATH8 568 The Law and the Lawyers. VAGUE and ex parte statements are generally dangerous, especially so when made by judges, and we are quite at a loss to understand the remarks reported to have been made by Judge RENTOUL at the Old Bailey this week. He said "that there were rumours persistently flying about with regard to certain solicitors carrying on practices of a very degrading kind, and, if he might venture to say so, he did not think the Law Society investigated nearly so many cases as for their own honour and the honour of the Profession they ought." Observations of this kind do no good whatever, and merely cast a slur on the Profession and the Law Society in the eyes of the public without any justification. If the learned judge has knowledge of practices of this kind, it is his bounden duty to lay the particulars before the Law Society, who, we know, would at once investigate the facts and act promptly. If the learned judge has no knowledge of such cases, we say without any hesitation that such a statement as that to which we have referred ought never to have been made. No little amount of surprise has been caused by the fact that, although six of the King's Bench judges were not occupied with their judicial duties either in London or on circuit, not a single court for dealing with cases entered in the short cause list sat on Saturday last, while no less than thirty-four of these matters awaited hearing. Of course there may be some good explanation for this absence on the third effective day of term, after the close of the Long Vacation; but at the same time it would add greatly to the convenience both of litigants and the Profession if it were known whether Saturday sittings were to be the rule or the exception. Under the resolution of the judges, part-heard jury cases are now continued on Saturday mornings, and, if the sittings at that time are desired to be effective, steps should be taken to ensure that courts may be formed in sufficient numbers to deal as far as possible with all the short causes then entered for hearing. AFTER some considerable delay, the vacancy created on Circuit No. 47 by the death of Judge WILLIS has been filled by the transference of His Honour Judge GRANGER from Circuit No. 59, and, although this is a distinct loss to litigants in Cornwall, litigants in the metropolis will have the advantage of having in their new judge one of proved merit. At the time of going to press, no official announcement has been made as to the appointment of a new County Court judge, and the work for a considerable period has been carried on by deputies. As we have stated before, the public are undoubtedly indebted to Lord LOREBURN for the careful way in which he has made his selections for promotion to the Bench, but we must say that with regard to the County Courts a little more expedition in filling vacancies is desirable. THE statistics under the Workmen's Compensation Acts and the Employers' Liability Act for the year 1910, to which we referred shortly last week, show that in the seven great industries of this country-mines, quarries, railways, factories, docks, constructional work, and shipping-the gross total of compensation paid was £2,700,325, and represented 3510 cases of death and 378,340 cases of disablement, the compensation paid exceeding the figure for the previous year by £426,000. NATURALLY a large number of the cases under the Act are settled out of court, but, during 1910, 4848 cases under the Workmen's Compensation Act were actually dealt with by County Court judges and arbitrators. Of these, 4550 were decided by the judges, and 210 were settled by acceptance of money paid into court; and, in addition, 1818 cases were disposed of in such a way as not to enable the officials of the court to state definitely the results. Thus the total cases taken into court under the Act of 1906 was 6666, as compared with 6188 in 1909 and 5358 in 1908. Memoranda registered in County Courts during 1910 numbered 20,754 under the Act of 1906 and 347 under the earlier Acts, the figures for the preceding year being 18,197 and 566 respectively. In 371 cases the registrar refused to record the memorandum and referred the matter to the judge, and in five cases the judge after the memorandum had been recorded ordered it to be removed from the record on the ground that it had been obtained by improper means. ANOTHER large diminution must be recorded of cases brought under the Employers' Liability Act. But 162 cases were brought under that statute in 1910, as against 204 in 1909 and 688 in 1897, and in fourteen of these 162 cases the question of compensation was actually determined under the Workmen's Compensation Act. The average amount of damages in case of death awarded by County Courts was in the one case under the Employers' Liability Act £250, and in the 1134 cases under the Workmen's Compensation Ac's £168 13s. 8d. The average amount of solicitors' costs was £26 17s. 11d. under the former statute and £11 7s. 6d. under the later Acts. APPEALS carried to the Court of Appeal in England show no sign of diminution, and amounted in 1910 to 136, being one in excess of the figure for 1909 and twenty-four more than in 1908. There were nine appeals from the Court of Appeal to the House of Lords, as compared with two in 1909, the workman being the appellant in seven cases, five of which were successful. As we have stated before, the figures we have given above clearly show that the great majority of claims are settled by agreement, and that only a small proportion are the subject of litigation in the courts. The greatest number of arbitrations under the Workmen's Compensation Acts was at Liverpool (namely, 363), Bow following with a total of 235. Under the Employers' Liability Act nearly half the number of the whole of the cases under that statute were in the metropolis, and there were only nine courts throughout Eogland and Wales in which there were no cases under either of the statutes. REFUSAL TO REGISTER TRANSFERS OF SHARES. IF unrestricted by the articles of association of a company, the right of a shareholder to transfer the shares held by him therein is an absolute one. It is inherent in him in his capacity of a holder of the shares. The exercise of the free right of disposition by the shareholder cannot be controlled. But as it is almost invariably deemed advisable that such absolute right shall be restricted, all welldrawn articles of association contain a clause empowering the directors of the company to reject a transferee of whom they do not approve and refuse to register a transfer to him of shares not fully paid or on which the company has a lien. The clause customarily adopted is now embodied in clause 20 of Table A in the first schedule to the Companies (Consolidation) Act 1908 (8 Edw. 7, c. 69), which itself is an adaptation and extension of clause 10 of old Table A appended to the Companies Act 1862 (25 & 26 Vict. c. 89). Clause 20 is as follows: "The directors may decline to register any transfer of shares, not being fully-paid shares, to a person of whom they do not approve, and may also decline to register any transfer of shares on which the company has a lien. The object of the clause is mainly to prevent a man of straw from being allowed to be put forward as a transferee in respect of partly. paid shares. For directors have no discretionary power, independently of that expressly conferred upon them by the articles of association of their company, to refuse to register a transfer which has been bona fide made, even though the company is at the time in difficulties and the shares have been sold by the transferor in order to get rid of his responsibility. This appears from what was laid down as far back as in_the_year 1868 in Re Smith, Knight, and Co.; Weston's case (19 L. T. Rep. 337; L. Rep. 4 Ch. App. 20). See, further, hereon Re Cawley and Co. (61 L. T. Rep. 601; 42 Ch. Div. 209). That that view of the law is still correct at the present day is made evident by what was recently said by Lord Justice Buckley in delivering the written judgment of the Court of Appeal in Re Discoverers Finance Corporation Limited; Lindlar's case (102 L. T. Rep. 150; (1910) 1 Ch. 207. 312). The court accepted in their entirety the observations in Weston's case (ubi sup.), and formulated this important proposition: In the absence of restrictions in the articles of association of a company, a shareholder therein has, by virtue of seot. 22 of the Companies Act 1862 -reproduced by sect. 22 of the Companies (Consolidation) Act 1908 --the right, notwithstanding that the company is in extremis, to compel registration of a transfer of his partly-paid shares to a transferee, even though he be a man of straw not competent to pay the unpaid liability npon the shares, and the transfer be avowedly executed for the express purpose of relieving the transferor of such liability. The comprehensive nature of that proposition is, however, to a large extent curtailed by this proviso, which is based upon the decision in Re Mexican and South American Company; Ex parte De Pass (4 De G. & J. 544): The transaction must be a bona fide one in the sense that it is an out-and-out disposition of the shares without retaining any beneficial interest therein, direct, or indirect, the transferor bona fide divesting himself of both the benefit and the burden. It it seen, therefore, that not only must no restriction be imposed by the articles of association of the company, but also that the shares must be absolately and bona fide parted with out-and-out, without any reservation whatever. Such being the law, it was only to be expected that a clause of the kind to which we have referred should for very many years have been inserted, with but rare exceptions, in articles of association. That has almost universally been recognised in this country as the proper course to pursue. And the mere fact that the clause is now contained in Table A suffices to give it all the authority that is required. It is warranted by its appearance there. But, strange as it may seem, the question of the validity of such a clause was raised in Ireland as recently as seven years ago in Attorney General v. Jameson (1904, 2 Ir. Rep. 644). It was, however, held by Justices Boyd and Kenny (Chief Baron Palles expressing no opinion on the point) that the clause was not invalid, either as infringing the rule against perpetuities or as being repugnant to the right of alienation inherent in absolute ownership. Not withstanding that the power to refuse to register a transfer exists, there is always a possibility that the transferor may succeed in hoodwinking the directors. To meet such an eventuality, a further proposition is deducible from the judgment in Lindlar's case (ubi sup.). Despite the existence of the ir power of refusal, the clause conferring it may not be taken advantage of by directors simply because there has been something in the nature of suggestio falsi or suppressio veri on the part of the transferor seeking registration of a transfer of his partly-paid shares. In such a case, the transferor cannot escape liability if he has actively by falsehood, or passively by concealment, induced the directors to pass and register a transfer (even though it be an out and out transfer) which, if he had not so deceived concealed, they would have refused to register; or if by collusion with the directors he has procured them, in breach of their duty, to pass a transfer which they ought not to have passed; or if he (being in a position so to do) has procured the postponement of the commencement of the winding-up of the company in order to get time to execute and tender such a transfer for registration. The result of procuring the postponement of the commencement of the winding-up of the company might also enable the transferor, as a past member of it, to elude the provisions of sect. 123 of the Act of 1908. The importance of the last part of this proposition is, therefore, manifest. or Although the clause in question may have its place in articles of a880 cia tion, directors possess no power to put it into operation in an unrestrained and despotic fashion. That is established beyond all doubt by many old authorities. So long as directors act fairly and properly, the court has no jurisdiction to interfere with their discre tionary power to refuse to register a transfer of shares, where such power is expressly conferred by the articles of association of their company. But it is well settled that the power to refuse must not be arbitrarily exercised (Slee v. International Bank, 17 L. T. Rep. 425); that directors are bound to exercise their discretion in a reasonable manner (Robinson v. Chartered Mercantile Bank of India, London, and China, 35 Beav. 79); and in good faith and in the interests of the company (Re Bell Brothers Limited; Ex parte Hodgson, 65 L. T. Rep. 245). At the same time, they are not bound to give their reasons for refusing. They are presumed to be acting reasonably: (Re Gresham Life Assurance Society; Ex parte Penney, 28 L. T. Rep. 150; L. Rep. 8 Ch. App. 446; Re Coalport China Company (John Rose and Co) Limited, 73 L. T. Rep. 46; (1895) 2 Ch. 404). And if it is objected that they have exercised their power capriciously or wantonly, it must be alleged and proved: (Re Gresham Life Assurance Society; Ex parte Penny, ubi sup.). The decision of the Court of Appeal in Re Hannan's King (Browning) Gold Mining Company Limited (14 Times L. Rep. 314) shows that, where directors refuse to register a transfer of shares, the onus is on the shareholder who seeks, upon that ground, to obtain rectification of the register to satisfy the court that there was no just cause for such refusal. Turning to some of the other modern decisions on this subject, it is seen that the rights of shareholders in enforcing their inherent power to transfer their shares, and of directors in exercising their acquired power-if any such has been bestowed upon them-to refuse to register transfers, have, from time to time, been further expounded. Thus, the position of a transferee to whom registration of a transfer has been refused appears from the Scotch case of Stevenson v. Wilson (1907, S. C. 445). The decision of the Court of Session in that case, although not binding on the courts of this country, would probably be approved and acted upon under circumstances similar to those that there existed and as set forth in the report of the case to which the reader is referred: A. sold to B. certa n shares in a company, but the directors refused to register the transfer or to pay B. the dividends. The court decided that B. had the sole beneficial right, title, and interest in the shares and dividends thereon; that the shares were held by A. and his heirs, representatives, and successors in trust for B. so long as A.'s name should remain on the register in respect of the shares and B. continued to hold the beneficial interest therein; and that decree should be granted ordaining A. from time to time to make payment to B. of all accruing on the shares. W88 So also the discretionary power possessed by directors not allowed to be challenged in the Irish case of Re Dublin North City Milling Company (1909, 1 Ir. Rep. 179), where the proposed transferee was already a shareholder. That circumstance, however, did not, in the opinion of the Master of the Rolls in Ireland, entitle the proposed transferee to have the transfer registered as a matter of course. But it was held to be discretionary with the directors to register the transfer to him or not; and, in the absence of evidence that the directors had acted malâ fide, their refusal to register could not be questioned. It is noticeable that in this case the element of mala fides came under consideration, the view being that there must not be any undue bias, But while the discretion of the directors will be left inviolate in any case in which its bonâ fide exercise is the reason for the refusal to register, it is evident from the decision of Mr. Justice Eve in Grundy v. Briggs (101 L. T. Rep. 901; (1910) 1 Ch. 444) that there is some limit to the grounds for such refusal. For the learned judge there held that directors were not justified in refusing to register a transfer of shares on the assumption that it would be a breach of trust. Their proper course, his Lordship said, was to give notice to the person objecting to the transfer that, unless he took legal proceedings within a limited time to prevent the registration, the same would be proceeded with. Similarly, bankruptcy of a proposed transferee is no ground for refu ing to register a transfer of shares to him, according to the decision of Lord Second Sheet. Justice (then Mr. Justice) Buckley_in_Sutton v. English and Colonial Produce Company Limited (87 L. T. Rep. 438; (1902) 2 Ch. 502). Among other grounds warranting a refusal to register is an insufficient stamp on a transfer, as in Maynard v. Consolidated Kent Collieries Corporation Limited (88 L. T. Rep. 676; (1903) 2 K. B. 121). And reference may incidentally be made to Re Vagliano Anthracite Collieries Limited (103 L T. Rep. 211), where Mr. Justice Joyce laid it down that directors were not bound to enter the name of a partnership firm on the register of members. Again, the refusal of the directors was not interfered with in Chida Mines Limited v. Anderson (22 Times L Rep. 27), albeit the secretary of the company had not foreseen it. The facts of that case were certainly rather peculiar. But there can be little doubt that the decision of Mr. Justice Walton thereon was perfectly right. The officiousness of the secretary in entering the name of the transferee on the register without waiting for the directors' sanotion gave rise to the question that required determination. Although the directors of a company may be authorised to refuse, in their discretion, to register a transfer of shares, no obstacle may be placed in the way of the transferee by the transferor. If authority for such a manifestly reasonable stipulation be wanted, it is afforded by the decision of the Court of Appeal in Hooper v. Herts (94 L. T. Rep. 324; (1906)1 Ch. 549). It was held in that case that a person who executes a transfer of shares thereby comes under an implied obligation not to hinder the transferee from obtainining registration; and that this applies to a case where the transfer is originally made in blank by the transferor and subsequently filled in by a bona fide holder for value, in whose favour it is binding by estoppel against the transferor. The dictum on this point of Lord E-her, M.R. in London Founders' Association and Palmer Limited v. Clarke (59 L. T. Rep. 93; 20 Q B. Div. 576, at p. 582) was followed and applied. All the same, the decision in Ireland v. Hart (86 L. T. Rep. 385; (1902) 1 Ch. 522) shows that directors are not bound to register a transfer at the next meeting after it has been handed in, when it has come to their knowledge that the transferor objects to the registration, although the transfer is in order, and nothing further is required to be done on the part of the transferee. Apart from a mere refusal to register, registration may become a matter of difficulty because there is no one to perform the necessary act. This was so in Re L. L. Syndicate Limited (17 Times L. Rep. 711), where all the directors and the secretary of a company had resigned. But Mr. Justice Kekewich surmounted the difficulty by ordering the company to rectify the register by the removal therefrom of the name of the transferor and the insertion therein of the name of the transferee. Unreasonable delay in registering a transfer of shares prior to a company going into voluntary liquidation was held by the Court of Appeal in Re Sussex Brick Company Limited (90 L. T. Rep. 426; (1904) 1 Ch. 598) to justify the court in rectifying the register after the liquidation. But in Re Violet Consolidated Gold Mining Company Limited (80 L. T. Rep. 684), Mr. Justice Kekewich decided that the mere granting of an interlocutory injunction to restrain a company from acting upon a confirmatory resolution for its voluntary liquidation on the ground of the alleged invalidity of the resolution did not entitle a transferee of shares under transfers executed before the date of such resolution to insist on the registration. Lastly, reference may be useful to the decision of the Scotch Court of Session in M'Arthur Limited v. Gulf Line (1909, S. C. 732) that the right of a transferee to be put on the register is not affected by a resolution to wind-up the company passed subsequent to the date of the transfer. IRISH NOTES. THE Revision Courts in Ireland concluded their work last week, and the two parties since that time have been calculating their losses and gains. So far as is known, there will be very few registration appeals this year for the Court of Appeal-at the most there may be eight or ten. Last year there were twenty-eight appeals. A case is being stated in Belfast as to the right of shop assistants who live in" to the household franchise. The revising barrister held that the assistants in question had not such exclusive control of their rooms and such right of ingress and egress as entitled them to the franchise. A curious phenomenon is said to have taken place in North Tyrone, where the revision has made no change and the parties stand exactly where they did before it took place. ACCORDING to the Civil Judicial Statistics for 1910, Chancery business in Ireland, which has been increasing for a number of years, has begun to show a falling off. For instance, the number of orders made in court was only 798 against 866 in 1909. However, this result is to some extent accounted for by the fact that a considerable amount of Chancery business was assigned during the year to Mr. Justice Ross, who heard eighteen actions and made twenty-five orders in interlocutory matters. Proceedings in chambers remain much as they were, for, while the number of originating summonses shows a slight increase, the number of other summonses shows a corresponding decrease. The business in the Land Judge's Court (owing to the operations of the Land Purchase Acts) has been diminishing during the last twenty years, and eventually that court will be abolished. Only twenty-six new petitions were filed during the year. Mr. Justice Ross' time, however, is fully occupied as, in addition to his own work, he |