the meantime the inspector had been moved to another district, and the case, although received at his former office on the 24th Aug., was not transmitted to the High Court until the 2nd Sept., more than seven days later. The imperative nature of the provisions of the Income Tax Act 1918 with regard to appeals was not disputed by the Crown, who relied on the somewhat artificial contention that as the inspector was the party requiring the case, delivery at his former office was not the receipt of the case by him. This argument involved the view that if an inspector died pending the statement or hearing of a case, his executors and not his successor would have to be made a party, a circumstance which Mr. Justice Rowlatt had never known in his long experience. In the result the respondent's objection was upheld. In the nature of things such technical requirements are more often traps for the subject than for the Crown, whose officers are, or ought to be, thoroughly familiar with them. Notices of assessment contain the information that if an appeal to the General or Special Commissioners is intended, notice of such appeal must be given within twenty-one days of the date of the notice of assessment. Since the Finance Act 1926 came into force it has been necessary in the notice to state the grounds of appeal on which the taxpayer relies. If either party is aggrieved by the decision of the commissioners, he must immediately express his dissatisfaction, and must within twenty-one days require the commissioners to state a case for the opinion of the court. The case, when stated and signed, must be transmitted to the High Court by the party requiring it within seven days of receipt. All these requirements are imperative, and neglect of any will preclude a determination on the merits of the case.

THE CONVEYANCER

Vendor and Purchaser-Sale with PossessionDilapidations

It is scarcely necessary to say that the province of particulars of sale is to describe the property to be sold. This being so it behoves vendors and their advisers to be careful about such description. If the vendors are selling property subject to a lease they are selling a reversion, but if there is no tenancy they are selling with possession. The distinction is important, as will appear from the following cases. In Re Edie and Brown's Contract (58 L. T. Rep. 307) a dwellinghouse was put up for auction on the 2nd March 1887. The particulars announced the sale as "with possession" and stated that the purchaser could take the late tenant's fixtures at a valuation, if he desired. The conditions provided that the purchase should be completed on the 25th March. There was no mention, except as above, in the particulars and conditions, of any tenancy. B. purchased the house at the auction. It was in evidence that the auctioneer stated at the auction that the house was not in good decorative repair. It appeared from the abstract delivered to the purchaser that the house had been let upon a lease which had been determined by notice expiring on the 25th March 1887, and which contained covenants by the lessee to keep and deliver up the premises in good repair. On the 20th Jan. 1887 a receiving order in Bankruptcy had been made against the lessee, and an arrangement had afterwards been come to giving the vendor power to take immediate possession. The vendor had carried in a proof in the lessee's bankruptcy for damages for breach of the repairing covenant. The purchaser delivered a requisition claiming to be entitled to any sum recovered by the vendor from the lessee in respect of his breach of covenant to repair. A summons was taken out by the vendor under the Vendor and Purchaser Act 1874, to determine whether the purchaser was entitled to the sum so claimed. It was held by Mr. Justice North that the purchaser had contracted for the purchase of the possession of the house as it stood, and could not be entitled to claim for damages for breach of the covenant to repair, because that claim was incident to the reversion of the lease, which he had not purchased. That decision was followed in Re Lyne-Stephens and Scott-Miller's Contract (123 L. T. Rep. 8; (1920) 1 Ch. 472, C. A.). There on the 8th July 1919 the purchaser bought at a sale by auction a freehold house and lands for £8900. The particulars under which the property was sold contained the statement that the house was let on lease, expiring on the 29th Sept. 1919, at a rent of £5 per annum, and was to be sold with possession on completion of the purchase. The conditions of sale contained a provision under which the

remainder of the purchase money beyond the deposit should be paid on the 29th Sept. 1919, being the date of the expiry of the lease. The fourth condition was as follows: Possession or receipt of the rents and profits will be retained, and all outgoings discharged, by the vendor, up to the said 29th Sept. next, and as from that date the outgoings, including any rates made but not demanded till after that day, shall be discharged by and possession shall belong to, the purchaser, and the outgoings shall, if necessary be apportioned for the purchase of this condition, but the purchaser shall not be let into actual possession of the property until the completion of the purchase." At the date of the contract the premises were in an exceedingly bad state of repair, the repairs being such as the lessee under the lease was bound to make good. A summons was taken out by the purchaser, under the Vendor and Purchaser Act 1874 claiming a declaration that he was entitled to receive all moneys payable at, or at any time after, the date of the contract by the lessee or lessees of the house, or by any sub-lessee or sub-lessees of him or them, as compensation in respect of the breaches of the repairing and other covenants contained in the lease under which the premises were held, by such lessee or lessees respectively. It was held by the Court of Appeal (affirming the decision of Mr. Justice Sargant (as he then was) and approving Re Edie and Brown's Contract) that what was sold was not the house subject to and with the benefit of the lease, which was existing at the date of the contract, but the house with possession altogether apart from and independent of the lease, the obligations and rights under which were only a matter between the vendor and the lessee, and that the purchaser was therefore not entitled to the sums paid to the lessee as compensation for his breaches of covenant.

Company-Acts intra vires-Assent

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It seems now to be fairly settled that a company is bound, in a matter which is intra vires, by the unanimous agreement of all the shareholders, even although they do not all meet together in one room or place. The law is thus stated in Buckley (Lord Wrenbury) on Companies, "A company is bound, in a matter which is intra vires, by the unanimous agreement of all the corporators." It is true that in Re George Newman and Co. (72 L. T. Rep. 697; (1895) 1 Ch. 674) it was decided by the Court of Appeal that directors could not pay themselves for their services, or make presents to themselves out of the company's assets, unless authorised to do so by the instrument which regulated the company, or by the shareholders at a properly convened meeting. That, however, was an extreme case. But in Salomon v. Salomon (75 L. T. Rep. 426; (1897) A. C. 23) Lord Davey said: Nor was the absence of any independent board material in a case like the present. I think it an inevitable inference from the circumstances of the case that every member of the company assented to the purchase, and the company is bound in a matter intra vires, by the unanimous agreement of its members. In Re Express Engineering Works Limited (122 L. T. Rep. 790; (1920) 1 Ch. 466, C. A.) the five directors of a private company were the sole shareholders thereof, and at a meeting described in the minutes as a "Board Meeting," they purported to enter into an agreement which the articles of association of the company precluded directors from doing, because it prohibited them from voting in respect of any contract or arrangement in which they might be interested. It was held by the Court of Appeal that as all the five shareholders were present at the so-called board meeting, which they practically treated as a meeting of the shareholders, the transaction was intra vires and could not be set aside. Lord Justice Warrington (as he then was) in his judgment said : It appears that the five directors were the only shareholders of the company, and it is not disputed that those five persons acting together as shareholders could have authorised those debentures. It comes to this that those five persons as directors could not, but as five shareholders could, have made the agreement in question. They were the only shareholders. It was quite competent for them to waive notice and formality, and at once resolve themselves into a meeting of shareholders. The resolution to issue these debentures was passed by them all. Inasmuch as they could effectually do in one capacity what they could not do in another, it seems clear to me that as business men they must be assumed to have acted in the capacity which gave them power to act. Therefore, in my judgment, they must be held to have acted as shareholdersand not as directors." The question came before Mr. Justice Astbury in the recent

faith and without negligence and claimed the protection of sect. 82 of the Bills of Exchange Act 1882. They further pleaded that the words account payee only' were a direction to the receiving bank and did not affect them as a collecting bank. Sect. 82 provides: "Where a banker in good faith and without negligence receives payment for a customer of a cheque crossed generally or specially to himself and the customer has no title or a defective title thereto, the banker shall not incur any liability to the true owner of the cheque by reason only of having received such payment." The plaintiffs alleged that the defendants had been negligent as the endorsement of the cheques should have put the defendants on their guard; that if they received payment it was not "for a customer" within the meaning of sect. 82. Heilmann's Bank was the defendants' "correspondent " and not their "customer" in the ordinary meaning of the word; that the defendants were negligent in that they did not ascertain that the direction "account of payee only " had been duly complied with. MacKinnon, J. held that the defendants were entitled to rely on sect. 82 of the Bills of Exchange Act. Prima facie the plaintiffs' claim would be good because the defendants had become possessed of the plaintiffs' money but for the section relied on. The defendants had not been negligent as there was nothing in the endorsements to make them suspicious; Schultz, whose name was added below that of the manufacturers, might have been a cashier or managing director. There was nothing to indicate to the defendants that the manufacturer was not a customer of Heilmann's Bank, who were collecting it for him in the ordinary course of business. The contention that the word "customer" meant only a private person or firm, and did not include another bank could not be upheld and the meaning of the words could not be limited in the fashion suggested. It was also clear that the defendants received payment within the meaning of the section though they were acting as a collecting bank. Judgment would be entered accordingly for the defendants with costs. The plaintiffs appealed.

Held, (1) that the bank had discharged the onus of proving that they had acted in good faith and without negligence and that even if they had scrutinised the cheques there was nothing which would have put them on inquiry, and (2) that it was impossible to hold that the bank was not receiving payment for a customer and that Heilmann's Bank, for whom they acted in this particular transaction, was their "customer." Appeal dismissed.

Ct.

[Importers' Company v. Westminster Bank Limited. of App. Bankes, Atkin, and Lawrence, L.JJ. June 1.Counsel for the appellants, Pritt, K.C.; for the respondents, Rayner Goddard, K.C. and D. B. Somervell. Solicitors: for the appellants, Buckeridge and Braune; for the respondents, Travers-Smith, Braithwaite, and Co.]

Ship Bill of lading-Carriage of goods by sea-Loss of goods-Non-delivery-Theft Pilferage-Exceptions clauseNavigation of the ship"-Construction of or "-Carriage

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of Goods by Sea Act 1924 (14 & 15 Geo. 5, c. 22), Schedule. The plaintiffs in Jan. 1925 shipped a case of goods, from Liverpool to a Mexican port, on the defendants' steamship Spectator, under a bill of lading issued by the defendants, who acknowledged the receipt of the goods in good order and condition and agreed to carry them to Mexico and there deliver them. On arrival at the port of destination it was found that the case had been broken into and the goods had disappeared. The plaintiffs claimed damages for the non-delivery by the defendants of the goods. Alternatively, the plaintiffs said that the defendants had received the goods for carriage and had negligently lost them. The defendants denied liability and pleaded that the goods, if lost in fact, were lost owing to theft and (or) pilferage on the part of Mexican labourers at a Mexican port without the fault, privity, or neglect of the defendants, their servants, or agents, and that the loss was therefore covered by an exceptions clause in the bill of lading, which relieved the defendants from liability for "loss caused by or arising from robbers, thieves of whatever kind, whether on land or afloat or in the service of the carriers or not." The defendants also pleaded that they were not liable because of the provisions of art. 4, r. 2 (a) and (q) of the Schedule to the Carriage of Goods by Sea Act 1924 which provided that neither the carrier nor the ship should be responsible for loss or damage arising or resulting from (a) any act, neglect, or default of the master, mariner, pilot, or the servants of the carrier in the navigation or in the Third Sheet

.

management of the ship, nor (q) any other cause arising without the actual fault or privity of the carrier or without the fault or neglect of the agents or servants of the carrier, but the burden of proof shall be on the person claiming the benefit of this exception to show that neither the actual fault or privity of the carrier nor the fault or neglect of the agents or servants of the carrier contributed to the loss or damage.

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Held (affirming the judgment of MacKinnon, J., ante, p. 362), (1) that the loss of the goods did not occur in the course of or in the management of the ship within the meaning of the exception contained in rule 2 (a) of art. 4. of the Schedule to the Carriage of Goods by Sea Act 1924 ; (2) that rule 2 (q) of art. 4 must be read conjunctively, that is, the word "or" must be read as and," and the defendants, the shipowners, had failed to discharge the onus of showing that neither the actual fault or privity of the carrier nor the fault or neglect of the agents or servants of the carrier contributed to the loss of the goods within the meaning of the exception contained in rule 2 (q) of art. 4; and (3) that the defendants were liable to the plaintiffs for the loss of the goods.

[R. F. Brown and Co. Limited v. T. and J. Harrison. Ct. of App.: Bankes, Atkin, and Lawrence, L.JJ.. May 31. -Counsel: Clement Davies, K.C. and W. Procter; A. T. Miller, K.C. and Sir Robert Aske. Solicitors: Pritchard, Englefield, and Co., agents for Simpson, North, Harley, and Co., Liverpool; Thain, Davidson, and Co.] Workmen's compensation-Accident resulting in death--Sums paid before death as compensation- Deducted from maximum -Widow's admittedly payable to dependants “ Lump sum portion—Amount due under Act more than maximum—Right to deduct Workmen's Compensation Act 1925 (15 & 16 Geo. 5, c. 84), s. 8, sub-ss. 1, 2, (ii.) 3.

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Appeal from an order made on the 9th March last by His Honour Judge Turner in the County Court of Yorkshire holden at Doncaster. The deceased workman was twenty-five years of age and was employed by the respondents in their mine and on the 14th Dec. 1925 was injured by an accident admittedly arising out of and in the course of his employment by the respondents. After a long illness he died as a result of the accident on the 27th Dec. 1926. His average weekly earnings whilst employed by the respondents were £2 7s. 5d., and during the time he survived his injuries he was paid £65 5s. 5d. as compensation. He left a widow and three children all under the age of fifteen. The respondents admitted that, calculated in accordance with the provisions made by sect. 8 of the Workmen's Compensation Act 1925, there was due to the widow £300, to her son aged three £208 16s., to her daughter aged one-and-a-half £225 6s., and to a daughter aged six months £225 6s., the total £917 14s. considerably exceeding the maximum payable under the section of £600. The respondents paid £534 14s. 7d. into court and the registrar, being satisfied as to the adequacy of that amount, on the 4th March 1927 sent notice of payment in on Form 58 (ii.) and a form of application for payment out for use if she was satisfied with the amount, and requested her to attend the court on the 9th March for the apportionment and application of the sum. The widow communicated with the trade union to which her deceased husband belonged, and a representative attended the hearing on the 9th March and protested that the sum paid in ought to have been £600. The employers were not represented at the hearing and the County Court judge was of opinion after consulting sect. 8 that the amount paid in was reasonable. The widow then asked that £50 should be paid out to her immediately and that £8 a week should be paid to her for the maintenance of her children. Immediately after the order was made £50 was paid out to her but she then appealed on the ground that £600 ought to have been paid in. The respondents objected that there was no right of appeal as she had approbated the award by accepting £50 and could not also reprobate it as well, but in any case her proper and only procedure was on receiving notice from the registrar to have filed a request for arbitration at which the employers would have been represented. The widow contended that the £65 5s. 5d. paid to the deceased could only be deducted from the widow's £300 and that therefore the claim would be for £234 14s. 7d. for the widow and £365 5s. 5d. for the three children.

Held, (1) that the widow was not debarred from appealing, as by taking the £50 for herself out of court she did not

in which it would be competent for a moneylender to take proceedings for the whole of the " money lent" however repayable, without the addition of claims arising under an agreement to pay interest, premium or other charges. Here the amount actually advanced was £250 and, therefore, the court was not one in which proceedings could be taken for the recovery of the money lent, and accordingly it had no jurisdiction to deal with the borrower's application. Appeal dismissed.

[Crossingham v. Park. K. B. Div.: Acton and Talbot, JJ. May 17 and June 2.--Counsel: S. P. Kerr; C. Bray. Solicitors: Piper, Smith, and Piper; Webster, Butcher, and Sons.]

Revenue Income tax - Gift by company to director Whether assessable to income tax-Income Tax Act 1918, Sched. E.

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The respondent was the chairman of the directors of a company. At a general meeting of the company, held on the 28th Dec. 1922, a resolution was passed providing for the remuneration of the directors and a further resolution was passed that a gift of £2000 free of income tax be given to the directors." It was left to the discretion of the directors as to how the £2000 should be divided, and by mutual consent of the directors the respondent received from the company £1000 as his share. The respondent was assessed to income tax under Sched. E in respect of his share of the £2000 for the year ended the 5th April 1923 in the sum of £1333, representing his share with the appropriate addition for income tax. The General Commissioners found that the payment was a voluntary payment made by the company to the directors in recognition of their services in successfully handling the affairs of the company. The respondent had continued to act as chairman of the directors since the date of the resolution. The payment was the first of its kind made by the company, and neither the respondent nor any of the other directors had any knowledge that it was to be made. The payment was in addition to, and not in lieu of, the usual directors' fees which had been voted each year. The commissioners were of the opinion that the sum did not become payable to the respondent by reason of his holding the office of chairman of directors, but was a personal free gift, and they discharged the assessment. The Crown appealed.

Held, that the payment, although called a gift, was extra remuneration paid to the directors and was assessable to income tax under Sched. E.

[Ratcliffe v. Holt. K. B. Div.: Rowlatt, J. May 20.Counsel Sir Thomas Inskip, K.C. (S.-G.) and Reginald Hills. The respondent did not appear. Solicitor Solicitor of Inland Revenue.]

Revenue-Income tax-House let in separate apartmentsWeekly tenancies-Annual value-Basis of assessmentIncome Tax Act 1918, Sched. A.

The appellant was the owner of a house let in four different apartments under separate weekly tenancies, each terminable on one week's notice, the four tenants and their families having the use in common of the entrances, stairs, &c. The aggregate weekly rentals amounted to 27s. 3d., the landlord paying all rates. No. I. of Sched. A, Income Tax Act 1918, provides as follows: 66 In the case

of all lands, tenements, hereditaments or heritages capable of actual occupation of whatever nature and for whatever purpose occupied or enjoyed and of whatever value

the annual value shall be understood to be the amount of the rent by the year at which they are let if they are let at rack rent and the amount of that rent has been fixed by agreement commencing within the period of seven years preceding the fifth day of April next before the time of making the assessment." All the rents of the weekly tenancies were fixed by agreements which commenced within the period of seven years preceding the fifth day of April next before the time of making the assessment in question. By rule 8 (c) of No. VII. of Sched. A it is provided that any house or building let in different apartments or tenements and occupied by two or more persons shall be assessed and charged as an entire house or tenement. The appellant appealed against the assessment to the General Commissioners, who took the view that in the case of properties let at a weekly rent or let to more than one tenant the gross rents, less the rates paid by the owner, less a contingency balance of one twenty-sixth of the net

rents at the time of making the assessment represented the rack rent, and adjusted the assessment accordingly. The appellant appealed.

Held, the commissioners were wrong in adding together the amount of the weekly rents with a discount for contingencies, and the case must be remitted to them to ascertain the annual value of each tenancy if let by the year, and the aggregate of these less the outgoings would be the amount of the assessment.

[Williams v. Sanders. K. B. Div.: Rowlatt, J. May 24. Counsel: Hawke, K.C. and H. E. Kingdon; Sir Douglas Hogg, K.C. (A.-G.) and Reginald Hills. Solicitors: Royds, Rawstorne, and Co., for Square, Geake, and Windeatt, Plymouth; Solicitor of Inland Revenue.]

Revenue Income tax Professional footballer BenefitWhether profits of employment Income Tax Act 1918, Sched. E.

The respondent was a professional football player employed by the E. Football Club Company Limited, which company was a member of the Football Association Limited and the Football League Limited, both the latter companies being associations of clubs playing association football. The agreement between the respondent and the E. Club Company contained the following provisions : 4. The player shall observe and be subject to all the rules, regulations and by-laws of the Football Association,

66

and any other association or combination of which the club shall be a member. . . . (6) In consideration of the observance by the said player of the terms and conditions of this agreement the club shall pay to the

said player the sum of £4 per week . . . with a bonus of £10 on signing, the receipt whereof is hereby acknowledged." On the 20th April 1920 the E. Club passed the following resolution : "The secretary was instructed to apply for permission to pay (the respondent) the sum of £500 in lieu of benefits," and the sum of £500 was accordingly paid to the respondent. On the 4th May 1922 the club gave the respondent a written undertaking agreeing to his having a second benefit if still engaged by the club, in the season following his having completed ten consecutive seasons with the club. On the 19th April 1923 a fresh agreement was entered into between the club and the respondent, by which the respondent agreed to continue to play for the club for a remuneration of £6 a week from the 7th May 1923 to the 18th Aug. 1923 and £8 a week from the 20th Aug. 1923 to the 3rd May 1924. The agreement provided for "bonuses to be paid in accordance with League rules.” On the 30th Nov. 1923 the respondent was "transferred " by the E. Club to the Preston North End Club. On the 4th Dec. 1923 the following resolution was passed by the E. Club Company: "The action of C. and secretary in transferring (the respondent) to Preston North End at a fee of £2000 payable . action confirmed," and it was decided to apply to the League for permission to pay him £650 as accrued benefit. Permission was given, and before the 5th April 1924 a cheque for £650 was drawn by the E. Club in favour of the respondent, who was informed that it was waiting at the office of the company to be taken up. The cheque was actually handed to the respondent on the 3rd May 1924. It was provided by the rules of the Football League that clubs might enter into agreements with players after three seasons' continuous service providing for a benefit not in excess of £650 after five seasons' continuous service, and that on the transfer of a player the club transferring him might as a reward for loyal and meritorious service pay to him an amount "in lieu of presumed accrued share of benefit." The respondent was assessed to income tax under Sched. E for the year ended the 5th April 1924 in respect of the £650 paid to him. He appealed to the General Commissioners, who held that the sum was a payment of compensation for loss of office and discharged the assessment. The Crown appealed.

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Held, that the payment was not compensation for loss of office, but was a profit of the respondent's employment and was assessable to income tax in the year ended the 5th April 1924.

[Davis v. Harrison. K. B. Div.: Rowlatt, J. June 2.Counsel Sir Douglas Hogg, K.C. (A.-G.) and Reginald Hills for the Crown. The respondent did not appear. Solicitor Solicitor of Inland Revenue.]