FRAY V. DREW.-June 7 and July 20. Practice-Rehearing-Caveat-Inrolment of decree. Where a caveat against the inrolment of a decree has been entered, but is not prosecuted with effect within the time limited by the orders of the Court, the inrolment of the decree will not be vacated, unless upon some ground of surprise or mala fides by the party inrolling. This was a motion to vacate the inrolment of a decree of Sir J. Stuart, V. C., made on the 25th January, whereby his Honor dismissed the plaintiff's bill with costs. The plaintiff Miss Fray, who was without professional assistance, on the 23rd February entered a caveat to stay the signing of the docket of the decree. The defendant left the docket at the office of the Record of Writs Clerks for signature, and served the plaintiff with notice thereof on the 3rd March; on that day, therefore, the twenty-eight days began to run, within which the caveat should, according to the 23rd Consolidated Order, rule 27, be prosecuted with effect. The plaintiff presented her petition of appeal, and upon the 31st March obtained the usual fiat of the Lord Chancellor, that the petition should be set down for hearing upon payment within seven days of the deposit of 201; and upon the same day she served the defendant with notice of the fiat. Before, however, she had actually paid the deposit, viz. on the 6th April, she was seized with an attack of illness, which confined her to her bed for some days. On recovery, she applied to the registrar's clerk and to the Record and Writs Clerks' Office, and ascertained that the decree had been inrolled on the 8th April. Greene, Q. C., and Hubert Lewis now moved on behalf of the plaintiff to vacate the inrolment. They contended that the plaintiff had substantially prosecuted her caveat with effect, but if not, it was a case in which the Court would vacate the inrolment as a matter of indulgence. (Pearce v. Lindsay, 4 De G. & J. 211; S. C., 5 Jur., N. S., 661). F. O. Haynes, for the defendant, was not called upon. Lord WESTBURY, L. C.-A rehearing is not a matter of absolute right, but is granted to a suitor upon compliance with certain conditions, one of which is the payment of a deposit of 201. In this case the plaintiff, through misfortune or misadventure, has failed to comply with these conditions. If I were to be guided by my sympathies alone, I should be disposed to interfere, but I have no power to do so, because the defendant's course has throughout been perfectly regular. There being no ground for impeaching the defendant's conduct, he is entitled to the benefit of a rule of the Court, which is part of the law of the land; and I cannot take away from him his right, unless upon some ground of surprise or mala fides upon his part. I must, therefore, refuse this application, but I shall do so without costs. July 20.-The plaintiff having obtained from Lord Westbury, L. C., a special order for the rehearing of the motion, a second application to vacate the inrolment was now made before Lord Cranworth, L. C., upon the ground that the plaintiff had attended at the registrar's office on the 31st March, the last of the twenty-eight days, for the purpose of paying the deposit, when, as she alleged, no registrar was present (it being a vacation day) to receive it. 5 Hubert Lewis, in support of the motion, contended that the plaintiff had obtained the fiat of the Lord Chancellor, and having, under the circumstances, dote all that she could, must be held to have prosecuted her caveat with effect. F. O. Haynes, contra, referred to Pearce v. Lind (ubi sup.); Wildman v. Lade (4 De G. & J. 401); and Williams v. Page (1 De G. & J. 560). Lord CRANWORTH, L. C., refused the applicatics with costs, considering that, even if no registrar ha been in attendance on the day in question, the plain tiff had ample opportunity on the following days paying the deposit before the 6th April, and had pu herself out of court by neglecting to do so. Notes for reference-Morg. Ch. Acts, 479, 3rd ed.; Smith' Ch. Prac. 468, 484, 6th ed. COURT OF APPEAL IN CHANCERY. MUNRO v. WIVENHOe and BrightLINGSEA RAILWAY COMPANY.-June 13, 14, and 15. Interlocutary injunction-Contract-Railway work. contractor agreed to execute the works of a rail within a certain time, and on being paid in a certa manner, and under a condition, that if he failed to pro ceed with the works as required by the engineer of the company, the contract should be void, and the implemes and materials belonging to the contractor should be f feited. The contractor did not satisfy the engineer of the company, and the company proceeded to take possess the works. The contractor alleged that the proper pers ments had not been made to him:- Held, that the Court would not restrain the company by interlocutory injure tion until the questions between the company and the contractor were decided. up The plaintiff in this case had contracted with the Wivenhoe and Brightlingsea Railway Company to s struct their railway within a certain time, and certain terms, amongst which were, that the enginee of the company should certify every two months as t the value of the work done, and that payments shot be made accordingly to the plaintiff: that the engine should give certificates for such amount only as should think proper, and if dissatisfied with the ma ner or progress of the work, should have power enter and carry on the work at the expense of plaintiff: that if the contractor failed to proceed the works in the manner and at the rate of progres quired by the engineer, the contract should be (a option of the company) considered void, so fat related to the work remaining to be done; and sums of money that might be due to the contrad together with the materials and implements in his session, and all sums of money named as penalties the non-fulfilment of the contract, should be forfe to the company, and the amount should be conside as ascertained damages for breach of contract. The plaintiff commenced the works, but in Aug 1864, disputes arose between the plaintiff and company, as to the manner of the construction the rate of progress; and after a good deal of respondence, on the 8th April, 1865, the secreta the company wrote to say, that unless the contr proceeded in a more satisfactory manner, and ga undertaking to that effect, the directors would p to take such steps as they were entitled to take ta clare the contract void. More correspondence ens and, finally, the plaintiff filed this bill, alleging the engineer had unfairly refused certificates, and money was due to the plaintiff; and praying a de ration, that the withholding the certificates wa fraud, and praying for an injunction to restrain the company from declaring the contract void as to the work remaining to be done, and from declaring the amount already due to the plaintiff for work and materials to be forfeited, and from taking possession of materials and implements in the plaintiff's possession. The plaintiff moved, before Vice-Chancellor Stuart, for an injunction in terms of the prayer, and also for an injunction to restrain the company from taking possession of the works on the railway. Vice-Chancellor Stuart refused to grant the injunction, and the plaintiff renewed the motion by way of appeal. Malins and E. K. Karslake, for the plaintiff. Bacon and F. Webb, for the defendants. Garrett v. Banstead and Epsom Downs Railway Company (ante, p. 591); Ranger v. Great Western Railway Company (5 H. L. C. 72); Macintosh v. Great Western Railway Company (2 Mac. & G. 74; 13 Jur. 92); Hill 7. Barclay (16 Ves. 602); and Lumley v. Wagner (1 De G., Mac.. & G. 604; 16 Jur. 871), were cited. Sir J. L. KNIGHT BRUCE, L. J.-This appeal arises in a cause which has not been heard, nor is ripe for hearing; it is an appeal from a refusal by one of the learned Vice-Chancellors to grant an injunction upon an interlocutory motion. The cause relates to disputes between a contractor for the construction of a railway, and the company for whom the railway was to be constructed. Various disputes have from time to time arisen between the respective agents of the parties as to the time which the works done have taken for their execution, as to the probable time within which the railway could be finished, as to defaults in action, and in payment, which are alleged on one side, and denied on the other; as to which there is a considerable conflict of evidence. The company, seeking to avail themselves of a clause in the contract between the parties, have, on the ground of alleged default on the part of the contractor, claimed a right, and have, it seems, in consequence of the refusal by one of the Vice-Chancellors of an injunction, exereised the alleged right of completing the railway works themselves. The injunction which has been sought interlocutorily only, as I have said-necessarily only in an interlocutory shape-is this, first, that the company may be restrained by the injunction of the Court from declaring the contract of the 25th January, 1864, to be void as to the work remaining to be done. Now, either the company have or have not a right in law or equity to declare the contract void; if they have not the right, the declaration can be of no avail; the declaration will not assist them in the cause, and the plaintiff would be entitled in the progress of the cause to be relieved against it. If, however, it were quite plain, quite uncontested, that there was no title to declare the contract void, on the ground of any default on the part of the plaintiff, it might possibly not be wrong, even in this stage of the cause, to issue such an injunction, but, at least for such a purpose, the case ought to be very clear. In my opinion it is plain enough upon the evidence, and upon all the materials before us, that the case is not sufficiently clear for that purpose; it would be deciding a matter at a stage of the cause in which it is improper to decide upon doubtful and insufficient evidence. There is, therefore, no ground in the present case for granting any such injunction. The plaintiff cannot be wronged by refusing such an injunction, and the defendants may be wronged by granting it. The next point is, that they are to be restrained from declaring the amount remaining due to the plaintiff for work already done, and materials supplied under the said contract, to be forfeited. The same observations apply to this injunction as to the other; if they have no right to make the declaration, it will not avail; if they have a right to make the declaration, it ought to avail; it would be doing more than justice to the plaintiff, and less than justice to the defendants, now to issue an injunction, grounded upon a view of the facts, which the contest upon the evidence renders, as it seems to me at present, doubtful and improper. The remaining injunction is-and we must read from the bill, and not from the notice of motion, because, this being an interlocutory application, the injunction cannot exceed the prayer of the bill-to restrain the company from taking possession of the materials and implements in the plaintiff's possession, or belonging to him. That is a very wide injunction, but, certainly, if the merits required it, an injunction in these terms might be granted, but for that purpose it is necessary to recollect what is the state in which these parties now stand with respect to each other. The object of this part of the injunction is to restrain the defendants from proceeding themselves with the works; that is apparently the avowed object of the injunction so far; but it is a contested matter, whether the company have or have not a right, in consequence of the conduct of the plaintiff, to proceed with the works; the state of the evidence is obscure and doubtful upon that point; there is a considerable conflict of testimony upon the question, whether the company have or have not paid all that the plaintiff has a right to require, and whether there has been a breach of duty on the one side or on the other. But, independently of that question of the conflict of evidence, there arises the difficulty that arose in the case of Johnson v. The Shrewsbury and Birmingham Railway Company (3 De G., Mac., & G. 814), and other cases of that class, that to proceed upon the notion, that the plaintiff has a right to continue to proceed with the works, involves a question of specific performance of the contract to do certain works, which is more than, according to the course of the Court, and according to reasonable convenience, the plaintiff has a right to require; it is a question of damages. The Court cannot enforce specific performance of the works; it cannot look after the acts and conduct of the plaintiff, nor say how far he does or does not depart from what is right in executing the works, or professing to execute them. If he is or shall be wronged by his exclusion from the works, and by the act of the company in executing the works themselves, that will be a case for damages to be assessed and given either in this court or in a court of law; but it is not a case for specific performance, or relief analogous to specific performance, which, to proceed to grant an injunction on this part of the prayer of the bill, would necessarily amount to. It seems to me, therefore, that, both on the grounds and principles upon which the case I have just mentioned, and others of the same class, proceeded, and also upon the doubtful and obscure state of the evidence, there has been no title shewn at present to an interlocutory injunction. If the plaintiff is right in what he asserts, ample damages will be secured to him, either to be assessed in this court or in a court of law; but there can be no occasion for taking so hazardous a step, and a step so contrary to the principles and practice of the Court, as now to proceed on the notion, that he should be allowed to execute the works nolentibus volentibus the defendants. It seems the defendants are willing to enter into an undertaking not to remove any property belonging to the plaintiff; and if that can be carefully worded so as to exclude any doubt or difficulty, I think it should be given; if it cannot be so worded, after our endeavours shall have been made to do it, then the possible inconvenience must be endured. I do not at present | obstacle to the plaintiff to a decree at the hearing of think it is a case for an injunction, and I agree, there- the cause. It seems to me, therefore, that that, just fore, with the conclusion of the Vice-Chancellor. Sir G. J. TURNER, L. J.-This case has been argued at very great length, but, in my view of it, it resolves itself into a single and not a very difficult question. It is right to attend to what has not perhaps been sufficiently attended to in the argument-the distinction between an interlocutory application to the Court, and the hearing of the cause. The greater part of the argument which we have heard upon this motion has been addressed to the question rather of what should be done at the hearing of the cause than what ought to be done on the present interlocutory application. There are four points on which the plaintiff asks for an injunction by this bill, or rather three by the bill, and one by the notice of motion. The first point is for an injunction to restrain the defendants from declaring the contract to be void as to the work remaining to be done and performed; the second branch is to restrain the defendants from declaring the amount remaining due to the plaintiff for work already done under the contract to be forfeited; the third, which is not in the prayer of the bill, is to restrain the defendants from entering on the line of railway mentioned in the contract; and the fourth is to restrain the defendants from taking possession of any materials and implements in the possession of the plaintiff, or belonging to him. Now, as to the first of these grounds, upon which the injunction is sought-an injunction to restrain the defendants from declaring the contract to be void-it seems to me that it is most plainly a question for the hearing of the cause, and not the subject of an interlocutory application; if, at the hearing of this cause, the Court should be of opinion that the contract ought not to be declared void, and that the defendants have declared it to be void, the sole consequence is, that the Court will act as if the declaration which has been made by the defendants had not in fact been made. The fact of the declaration having been made by them will in no way alter the case or the position of the plaintiff upon this record. As to the second ground, the application to restrain the defendants from declaring the amount remaining due to the plaintiff for work already done under the contract to be forfeited, the same observation applies; either the defendants are entitled to make the declaration that the amount due to the plaintiff has been forfeited, both legally and equitably, or they are not so entitled either legally or equitably, or they may be entitled to make the declaration legally, and not be entitled to make it equitably. Those are the only possible views which present themselves to my mind of the consequences of the declaration being made. In the first case, the defendants being entitled to make the declaration both legally and equitably, of course there can be no possible case for an injunction; in the second case, of their not being entitled to make the declaration, either legally or equitably, if the declaration is made the declaration will be mere waste paper, and of no possible evil; if, thirdly, they are entitled to make the declaration legally, but are not entitled to make the declaration equitably, the consequence will be, that whatever effect there should be at law in consequence of the declaration being made, there will not be the slightest operation in equity on the hearing of this cause, by reason of that declaration. If the Court is of opinion that in equity they have no power to make the declaration, the declaration will furnish no sort of defence to the defendants, and no sort of as much as the first, is a question entirely for the hearing of the cause. Then as to the other two points (if we were to deal with the third point, which I agree with my learned brother, we have not properly any thing to do with upon the present occasion), as to the third and fourth points they really seem to me to be simply questions of comparative injury. This Court, when it is called upon to grant an interlocutory in junction, will act according to the justice of the case as ascertained upon the evidence before it, and ac cording to the comparative injury which may arise from granting or withholding the injunction. Now there is no doubt in my mind, upon the evidence which is before us, in which way this question of comparative injury ought to be decided. [His Lordship then commented on the evidence, and came to the conclusion that the plaintiff had not proceeded bonâ fide with these works.] Now then, that being so, and there not having been bonâ fide proceeding on the part of the plaintiff with these works, what is the position of the company in consequence of his not having proceeded diligently with the work? They are under an obligation to complete the railway. M. Karslake says they cannot complete it, but are we to deprive them of the opportunity of trying to complete it? Are we to hold them bound to a contractor who has not, according to the evidence before us, done jus tice to them in the execution of the works? I see no reasonable prospect whatever of these works being completed if the work be left in the hands of the plaintiff, and I cannot think this Court would act judiciously in preventing the defendants from taking into their own hands the completion of the works. On the other hand, what is the position of the plaintiff ? If he is unduly deprived of the profit of completing these works, and he is right in the bill which he has filed, this Court will have ample means at the hearing of the cause of giving such directions as will set him right in that respect. It is said, that his plant will be sacrificed, that his plant is to be taken posses sion of by the defendants. The defendants say that they do not mean to take any part of his plant; bat supposing they did not say so-at least in a case of this description, where the plant forms the substance of the complaint, and where the fact of the plant being intended to be used forms the subject of complaintI should have expected to see some evidence as to what the extent of this plant might be. Not only is there no allegation upon this bill of there being any plant belonging to the plaintiff remaining upon the railway, but there is not an affidavit which I have heard which gives any statement whatever of the nature or quantity of the plant which remains. Besides that, whatever the value or amount of the plaintiff's plant may be, which does remain on the railway, the Court will have, in the same way as it has in the case of any da mage which he may sustain by not being allowed to complete the railway, precisely the same means of setting him right in respect of that plant at the hear ing of the cause, as it has in the other case. If the defendants improperly take possession of plant be longing to him, and improperly use that plant for the purposes of the railway, the plaintiff, if he is right in his case, may be entitled to relief in that respect at the hearing of the cause. But it is not, in my opinion, question which can be dealt with upon an interloc tory motion under the circumstances of the presen case. The defendants have stated that they do not intend to take the plant, and I quite foresee that if they consent to an undertaking, the undertaking being by their consent, that undertaking must be so worded and so carefully framed as not to raise ques 5 tions which will be raised upon every single article which is upon this railway, whether it was or was not the property of the plaintiff. In my opinion, the defendants being ready to give the undertaking, if my learned brother concurs with me, I think the undertaking, if given at all, should be somewhat of this description-an undertaking not to retain possession of the materials or implements belonging to the plaintiff; and I would add, not being materials or implement necessary or proper for the construction of the railway. I believe it will do no harm if it is put in that form; otherwise, I think very serious questions may arise.-Appeal dismissed; costs to be costs in the cause. Re DUMMER.-June 30. Public company-Investment-Building. The Court has jurisdiction to order money paid into court under the Lands Clauses Consolidation Act, to be bail out in building. In this case the East Kent Railway Company had taken certain lands near Chatham, and had paid the money, 1745., into court, under the Lands Clauses Consolidation Act. These lands with other adjoining lands were settled to the use of a Mrs. Lester for life, with remainders over. Mr. and Mrs. Lester now petitioned that the money might be laid out in building houses on the other part of the land. Affidavits were filed to shew that the building these houses would be very advantageous and profitable, and plans and specifications were produced. The Master of the Rolls, to whom the petition was presented, declined to make the order, and wished it to be mentioned to the Lords Justices. The difficulty was, that though in the interpretation clause of the Lands Clauses Consolidation Act, "lands" were defined to include messuages and hereditaments of any tenure, yet sect. 69, which relates to the reinvestment of money, only speaks of "the purchase" of lands. Jessel, for the appellant, contended, that if the Court had no jurisdiction to direct this taxation, under the 6 & 7 Vict. c. 113, it could do so under the general jurisdiction of the Court. Hobhouse, for Mr. Forsyth, said, that no item in the bill sent in to Mr. Greenwood was complained of. Re Becke (5 Beav. 406); Re Gaitskell (1 Ph. 576); Re Foljambe (9 Beav. 402); and Re Lawrence (2 Sm. & G. 367), were cited. Sir J. L. KNIGHT BRUCE, L. J., said that it was quite possible that the appellant in this matter, Mr. Greenwood, might be entitled to relief in equity by bill, or to remedy by an action at law, against Mr. Forsyth, in respect of the costs and the accounts in question. Upon Mr. Forsyth's liability, upon either of these courses being adopted, he would abstain from expressing an opinion; he might be so liable, or he might not. The question now before the Court was, whether, without any suit, Mr. Greenwood was entitled to relief, in the form of an order, to tax the bill of costs, and to ascertain the state of the accounts. His Lordship's opinion was, that neither according to the practice and course of procedure of this Court, nor upon the evidence before it, was Mr. Greenwood so entitled. The Court had at different times differed with respect to the circumstances under which a solicitor might be exposed to an order upon a summary application without a suit, and formerly the Courts had gone to a length to which, as he apprehended, they would not go in the present day; and the mere fact that a solicitor was accountable to a client upon a money account, would not, in his view, be sufficient to subject him to the summary jurisdiction of this Court. There must be, in addition, the possession and retention of documents, or some other similar circumstances. Moreover, there could be no right to tax the bill of costs in question in the Court of Chancery, for no part of the business had been done in that court; and if there were any right to tax it at all on a summary application, it could only be done in the Court of Common Pleas. Neither, in fact, nor having regard to the precedents, was there any title J. T. Humphry, amicus Curiæ, referred to Re Whit- to obtain an order against Mr. Forsyth upon this ap(1 Johns. & H. 610; 7 Jur., N. S., 909) and Replication, and the fact of his liability to an action or Buckinghamshire (14 Jur. 1065). Cory, for the petitioners, cited Ex parte Shaw (4 Y. & C. 506). to a suit, could in no way create the liability which it was here sought to raise against him. He was of opinion that the Master of the Rolls had rightly disposed of this case; but if the refusal of the original motion had not been expressly without prejudice to any action or suit on the part of Mr. Greenwood, their Lordships in dismissing the appeal would do so without prejudice to any such action or suit. Sir G. J. TURNER, L. J., was also of opinion that the order of the Master of the Rolls was right. His Lordship observed, with very great regret, the extreme looseness of practice which prevailed in applications under the 6 & 7 Vict. c. 73. Here was an application by summons to tax the bill of costs of Mr. Forsyth, and to open the accounts, without any attempt at a specification of what was the bill which it was desired to have taxed, or any statement that any bill whatever had been delivered. It was urged that this was it was, in truth, the very substance of the case; for it a matter of form and not of substance, but he thought was essential that, before making an order, the Court should know what the bill and what the accounts were, which it was sought to tax. It was with great regret that he observed this laxity in the practice. In this case, although the application professed to be made in the matter of a bill of costs, Mr. Jessel rested his case upon the general jurisdiction of the Court, but his Lordship doubted whether he was at liberty to do so. An application "in the matter of a solicitor," which was, in effect, to correct an officer of the court, was a very special case, and the jurisdiction was not to be raised upon a mere summons in chambers, but it must be made the subject of a special application to the Court. There was here this further difficulty, that there was a special agreement between the parties, and the Court was called upon to undo this agreement, and to deal with the case as if no such agreement had ever existed. There being this agreement, however, it was all the more necessary that the application should not be a mere matter of course, but that it should be special. Without considering the merits of the case, he thought that if there was any remedy under the general jurisdiction, or under the act of Parliament, it must be by a special application, and, entertaining this opinion, the summons appeared to him to have been altogether misconceived, and it must be dismissed with costs.-The summons to be dismissed with costs, including the costs of the appeal, but without prejudice to any proceeding in the matter by bill or ac tion. Shares in a joint-stock company were purchased by A., but were transferred into the names of B. and C., as trustees or nominees for him. By the articles of association it was provided, that the company should not notice trusts, and that all transfers should be with the assent of two directors. There being no circumstances of fraud in the case-Held, that the beneficial owner of the shares was not liable to be placed on the list of contributories. This was a summons by certain shareholders who had been put on the list as contributories on the winding up of the above company, the object of which was to place Mr. Isaac Bugg on the list of contributories, in respect of fifty old shares, in the room of George Olden Stevens, and in respect of eighty new shares in the place of John Benstead Bugg, or in conjunction with their names respectively. Mr. Isaac Bugg was a solicitor at Norwich, and being desirous, in May and June, 1864, of taking shares in the above bank, but not wishing that his name should appear as a shareholder, he purchased the shares partly in the name of his brother, Mr. John Bugg, and partly in the name of Mr. Stevens. Sect. 11. "That no proprietor shall be allowed to sell or dispose of any share or shares in the capital of the company without the consent of some two of the general directors of the company for the time being. present at a weekly board; and every person who shall be desirous of transferring all or any of the shares held by him or her in the capital of the company, shall give at least seven days' notice, in writing, previously to and exclusive of a board day, of such his or her desire, and shall describe in such notice the share or number of shares, and the name and place of abode of the person desirous of accepting the transfer, and of becoming a proprietor or proprietors of such shares in the capital of the company." The 125th clause provided, that the word "proprietor," when used in that deed, should be held to mean "an owner of shares, or an interest in the said company hereby established." Accordingly, the proposals to transfer were daly approved of, and consented to, by two directors, and the actual transfers were made in the names of Mr. John Bugg and Mr. Stevens. It was admitted that the shares were paid for by Mr. Isaac Bur out of his own money; that Mr. John Bugg and Mr. Stevens were trustees for him, and that some of the dividends which were receiyed by Mr. John Begg were afterwards handed over to Mr. Isaac Bugg. The shares in question turned out to have been director's shares; and when the bank stopped, in July, 1864, it appeared that this concern had been insolvent for number of years. In the course of the voluntary winding up of the company, the liquidators, acting Mr. Stevens on the list of contributories, in respect of under advice, placed the names of Mr. John Bugg and the shares in question. Baily, Q. C., and Swanston, in support of the mons. The test is, not liability to creditors only, but liable as contributories, and more than these, for pargeneral liability; all who are liable to creditors are ties not liable to creditors, and against whom no scre facias could issue, have been put on the list; thes under a state of facts similar to those in Dodgers v. Bell (5 Exch. 967) and Ness v. Armstrong (4 Exch. 21), a party had been held liable in equity. (Luard's m 1 De G., F., & Sm. 533; 6 Jur., N. S., 33; Straffon's Ecutors' case, 1 De G., Mac., & G. 576). [They also cited Clements v. Todd (1 Exch. 268) and Cheltenham Railway Company v. Daniel (2 Q. B, 281).] The principle is the same as in a private partnership; he who, as Mr. John Bugg had done, receives a share of the profits, is there fore liable to the creditors. (Goddard v. Hodges, 1 Cz. & M. 33; Pott v. Eyton, 3 C. B. 32). Cases under the Winding-up Acts, may be divided into two classesthose in which the original owner attempts to transfer his shares, and those in which the shares are in the first instance taken in the name of nominees. (Cer's case, 9 Jur., N. S., 1184; Chinnock's case, Johns. 714). This was a mere colourable transfer into the name of Sect. 8. "That the person in whose name any share Mr. John Bugg and Mr. Stevens; it matters not whether in the said company shall be held, or stand, shall to all Mr. Isaac Bugg ever had the shares in his name or not :: intents, effects, and purposes whatsoever, within the he is equally liable; it is a case of principal and agent, meaning of these presents, be deemed, at law and in and not of trustee and cestui que trust. [They also re equity, the absolute sole and beneficial holder and pro-ferred to Ex parte Barrett (10 Jur., N. S., 711) and Coprietor thereof, and shall, as such, be the only person known to or recognised by the company, in all votes, transfers, notices, payments, receipts, and other matters relating to the same shares; and the said company shall not in any case be bound to notice, or be affected by or with express notice of any trust or equitable charge or lien imposed, or intended and expressed to be imposed, on any such share, or by or with any gift thereof by way of legacy, unless and until the legatee 'shall have become a proprietor as hereinafter mentioned." By the deed of settlement of the company it was provided tello's case (2 De G., F., & J. 302; 6 Jur., N. S., 1270).I The Attorney-General, Jessel, Q. C, and J. Cutler, for Mr. Isaac Bugg.--This is a case of trustee and cestu que trust, and is a perfectly fair transaction. The cases cited where there has been a transfer, do not bear at all on this case, where the shares from the first were in the names of trustees or nominees. Mr. John Bugg was not trying to get rid of a liability which |