existed at the time of the transfer-for there no such liability existed. The other side must establish either a case of contract or of fraud. They fail to make out a contract to take shares, and they do not even suggest that there is fraud. In Bunn's case (2 De G., F., & J. 275; 6 Jur., N. S., 1175), it was held that a cestui que rust could not be placed on the list, the trustees being Le contracting party. The Court will enforce the reation of trustee and cestui que trust, but only at the nstance of the parties to the trust. (Newry Railway Jompany v. Moss, 14 Beav. 64; Ex parte Barrett, 10 Jur., S., 711). By the deed of settlement the consent f two directors must be obtained to a transfer, so hat to constitute a partnership the contract must be wofold-a contract by a person to be a partner, and n assent of directors; Messrs. John Bugg and Stevens ere accepted by the company as partners, and not Ir. Isaac Bugg. The deed provided that no notice hould be taken of trusts, and that the only partners hould be the registered shareholders; so that if Mr. saac Bugg had informed the company of the trust, hey would have refused to notice it. In Chinnock's se, the attempted transfer being clearly fraudulent, as no transfer at all, and the only effect of that case if any) would be to throw the shares back, not on Ir. Isaac Bugg, but on the directors from whom he urchased. [They referred to Walter v. The Northern bal Mining Company (5 De G., Mac., & G. 629); leward v. Greaves (10 M. & W. 711); Cox v. Hickman 3 H. L. C. 268; 7 Jur., N. S., 105); and Fenwick's 18 (1 De G. & Sm. 557).]

Baily, Q. C., in reply, on the question of agency, ted Thompson v. Davenport (9 B. & Cr. 78). Sir R. T. KINDERSLEY, V. C.-This is an application o place Mr. Isaac Bugg on the list of contributories of the East of England Banking Company.

By the 8th section of the deed of settlement, it was contemplated that there might be cases in which shares in the company might be held by a person not for his own benefit, but for the benefit of some other person, as in cases of settlement. With a view to this, the Sth section was inserted, providing that the company hould not have anything to do with any trust; that hey should have no right as against any other indiidual than the registered owner; and that no other person than the registered owner should have any ight against them. The 11th section of the deed of ettlement protects the company from having objecionable persons as shareholders on the register; no person, by reason of this section, being able to obtain gistration as a shareholder without the consent of wo of the directors.

It

appears that Mr. Isaac Bugg, being the solicitor of certain private banks in Norwich, thought it might ive umbrage to his clients if they knew that he held shares in the joint-stock bank, and for that reason, and for that reason alone, he bought the shares in the names of his brother, Mr. John Bugg, and of Mr. Stevens, his managing clerk. It appears to me that there was no mala fides in this transaction, those two persons being trustees for Mr. Isaac Bugg; and there was no mala fides in not communicating the fact to the company-a fact, they say, they will take no cogniFance of, and with which, had it been communicated to them, most probably they would have refused to have anything to do.

The Court has established two principles-First, that a shareholder, who has contracted liability by reason of holding shares in a company, may, if he can, although he knows that the company is going to ruin, transfer his shares to any person; but, of course, where there is a stipulation as to consent, as in this case, he cannot do so without the consent of the directors, but otherwise there is nothing to prevent his doing so;

but it must be by a transfer bonâ fide out and out. If the transfer is not absolute, so that he ceases to have any benefit or interest in the shares, he still remains, as between himself and the other shareholders, liable. A second principle is this-that a person may stand as shareholder, but not have any benefit himself, but be merely a trustee for some other person. The question is, under which of these cases the present case comes? Does it come under the class of cases of persons making a nominal transfer of shares into the name of a nominal transferee, merely for the purpose of obtaining benefit and escaping loss? or under the class of bonâ fide trustee and cestui que trust? It appears to me to be a case in which a very good and honest reason for appointing a trustee has been shewn, and that these two persons (Mr. John Bugg and Mr. Isaac Stevens) were trustees, and not merely nominees.

It is said that they are agents; but for what, and for whom, are they such agents? The case was suggested of a merchant selling goods, and a person buying as if he were principal, but acting really only as agent for another; and it is said that if the goods were delivered by the vendor to the purchaser, and the vendor afterwards found out that he was merely an agent, the vendor might come against the principal to recover the amount. That case does not apply to the present, for two reasons. There was no dealing with the company; the shares were not purchased from the company, but from the persons who held the shares; and the fact of those persons being directors in the company does not affect the question. In the case suggested, moreover, the goods would pass without the consent, but in the present case the shares could not be parted with without the consent of the company; in these respects, therefore, there is no analogy between the two cases. It is not a case in which Mr. John Bugg and Mr. Stevens were dealing as principals, and concealing the fact that they were only agents, and of the company, upon the fact being discovered, proceeding against the principals.

It also appears to me that this case does not come within the class of cases where an attempt has been made to make an ostensible, but not a real, bonâ fide transfer; in which cases it has been held, that the attempted transfer has no operation, but that it is a bonâ fide purchase of shares in the name of a trustee, and not a mere sham purchase and transfer; and that, therefore, there is no ground for saying that Mr. Isaac Bugg must be placed on the list of contributories. The summons must, therefore, be dismissed with costs.

Note for reference-Lind. Part. 1092.

VICE-CHANCELLOR STUART'S COURT.
KNIGHT. KNIGHT.-July 5.

Separate estate-Mortgage by husband and wife-Misrepresentations by the husband-Divorce.

Money which had been bequeathed to a married woman for her separate use was, during the coverture, by her husband, at her request, lent on mortgage. The mortgage deed was prepared by the solicitor of the mortgagor from instructions given by him and the husband, and it recited untruly that the money belonged to the wife before marriage, and was not comprised in any settlement, and it was made payable to the husband and wife, and to the survivor of them, his or her executors or administrators, or their, his, or her assigns. The wife had no separate solicitor, and executed the deed

without its being read over to her. The husband deserted his wife, and was subsequently, on her petition, divorced from her on the grounds of adultery and cruelty. Upon bill by the wife, by her next friend, against her husband and the mortgagor, the deed was declared to be void, so far as it purported to be a settlement on the husband of the 2000l., and a new deed was ordered to be executed in favour of the wife alone.

This suit was instituted by Esther Knight, the wife of the defendant William Knight, by her next friend, under these circumstances:-The marriage between Mr. and Mrs. Knight took place on the 2nd September, 1851, but no settlement, or agreement for a settlement, was made previously to, or on the occasion of, such marriage. Jane Hill, by her will, dated the 13th March, 1857, after making divers pecuniary bequests to married and unmarried women, gave and bequeathed all the residue of her estate and effects unto Esther Knight, the wife of William Knight, her executors, administrators, and assigns absolutely. The testatrix directed that the legacies bequeathed to such of the legatees who should be females should be for their sole and separate use and benefit, and should not in any way be subject to the debts or control of their husbands, and that their receipts alone should be valid discharges; and she appointed the plaintiff and the defendant James Murch executrix and executor of her will, and they proved it in May, 1860, Mrs. Hill having died in the previous month of April.

The clear residuary estate consisted of a leasehold house and premises, No. 6, York-gate; a leasehold house and premises, No. 76, George-street, Eustonroad; thirty-seven shares of 201. each in a railway company; some plate and furniture valued at 1657.; 27007. in debentures of the London and Brighton Railway Company; and some cash.

In 1862 the debentures were paid off, and the plaintiff requested William Knight to invest 20007., part of the produce thereof, for her, on some good mortgage security, and he agreed with the defendant Theodore Crux to lend him the said sum, at the rate of 5l. 10s. per cent. interest, on the security of a piece of ground, and the house and buildings thereon, situate near St. John's Wood, Park-road, and of which he possessed the unexpired residue of the term of ninety-nine years. Accordingly, by an indenture of mortgage, dated the 29th November, 1862, and made between Theodore Crux of the one part, and William Knight and the plaintiff of the other, reciting, inter alia, that William Knight, being desirous of obtaining a high rate of interest for a certain sum of 2000l., which had belonged to Esther Knight before their marriage, but which sum was not comprised in any settlement, had applied to Theodore Crux to assist him in obtaining a security for the said sum, and that it was ultimately agreed that the same should be lent to Theodore Crux, for five years, at 5l. 10s. per cent., upon the security of the said piece of ground and premises, and of the covenant of Theodore Crux, and that William Knight was desirous that the benefit of the proposed mortgage should be secured to such one of them, William Knight and Esther, his wife, as should survive-it witnessed that the premises were assigned unto William Knight, and the plaintiff, their executors, administrators, and assigns, for the unexpired residue of the term of ninety-nine years; and it was declared that if Theodore Crux, his heirs, &c., should pay William Knight and the plaintiff, or the survivor, his or her executors or administrators, or their, his, or her assigns, the sum of 20007., with interest at the rate of 57. 10s. per cent, then that they would reassign the premises. Crux also covenanted with William Knight and the plaintiff, that he would

pay them, or the survivor, the sum of 2000, with interest, half yearly. The deed was prepared by the solicitors of Crux, from instructions given by him and William Knight, and the plaintiff never perused or even saw the draft, nor was the deed ever perused or settled by any solicitor separately instructed on her behalf, and she was not aware at the time she executed it that some of the recitals were untrue or incorrect. The plaintiff was in the possession of her separate estate, and she had received the interest on the said sum of 2000., and the rent of the house in Georgestreet, and the dividends on the railway shares on her separate receipt. William Knight having recently deserted the plaintiff, and threatened to assign the property bequeathed to the plaintiff for her separate use this bill was filed for a declaration that the plain was entitled for her sole and separate use, to all the residue of the estate of Jane Hill, and that William Knight was a trustee thereof for the plaintiff, and if ne cessary, that the indenture of mortgage of November 1862, so far as the same was, or purported to be, a st tlement of the sum of 20007. secured on William Knight might be set aside, and declared to be void. The c also prayed for the appointment of trustees, for an assignment to them by William Knight, and for an injunction. It appeared in evidence, that by a decree of the Court of Divorce, the marriage between the plaintiff and William Knight had, on the petition of the plaintiff, been dissolved, on the ground of adultery and cruelty on the part of William Knight. Bacon, Q. C., and R. W. Elliot Forster were for the plaintiff; and

G. L. Russell appeared for the defendant.

Sir J. STUART, V.C.-This case is one in which property which was held to the separate use of the wife has been so dealt with by the deed of November, 1962 as to deprive her of that separate use which was gi to her by the will under which she enjoyed it. Th Court will require something stronger on the pr of the wife than that which appears in evidence in this case, before it will give its sanction to a voluntar deed made in favour of the husband, and by whe the wife is made to part with property given to b to her separate use. The transaction on the part the husband is tainted, in consequence of a solici not having an opportunity to give assistance to th wife, and in consequence of a solicitor, who prepar the deed, through the misrepresentations of the be band, not knowing the real facts of the case. Ta deed, which was prepared under these circumstance not only embodied the misrepresentations made b the husband, but it recited that which is not th truth-that the 2000l. therein mentioned belonge to the wife before her marriage, and was not com prised in any settlement. That recital contains deliberate untruth. There must be a declaration thi the plaintiff is entitled for her separate use to a the property given and bequeathed to her by th will of Jane Hill; and that the mortgage deed November, 1862, is void, so far as it purports to b a settlement of the sum of 20007., and there mu be a new mortgage deed executed, to be settled i chambers, in favour of the wife alone. The defend ant Knight must pay all the costs except those the defendant Crux, and there must be a perpetu injunction against the defendant Knight, as praye in the bill.

Wilkins, Hob. 81). [Blackburn, J.-Such an allegation is unnecessary; if the plaintiff was convicted, the notice stated what was true. Mellor, J-In the case cited the plaintiff pleaded the general pardon, the effect of which was to annul both the offence and the punishment.]

is now in the possession and occupation of the appellants. It was purchased by them, with the approval of the Secretary of State, under the provisions of the Lunatic Asylums Act, and comprises an area of 591. 3R. 1P. At the time the land was purchased it was assessed at the net annual value of 887. 10s.

6. Of the land in the possession and occupation of

[Before COCKBURN, C. J., and SHEE, J.] REG., on the Prosecution of THE COMMITTEE OF VISITORS OF THE CAMBRIDGESHIRE, ISLE OF ELY, AND BOROUGH OF CAMBRIDGE LUNATIC ASYLUM, Apps., THE OVERSEERS OF THE PARISH OF FULBOURN, Resps.-May 6.

Poor rate County lunatic asylum - Exemption from rateability under the 16 & 17 Vict. c. 97, s. 35.

A county lunatic asylum is not deprived of the protection of sect. 35 of the 16 & 17 Vict. c. 97, because the committee of visitors elect to exercise the power conferred upon them by sect. 43 of the act, of accommodating other lunatics than those for whose use the building was designed, thereby realising considerable profit; but remains rateable only at the value or rent at which the lands or buildings were assessed at the time when they were purchased for the purposes of the asylum. Land attached to a lunatic asylum, and cultivated as a farm and garden by the patients, for whose employment and diversion it was acquired, is also within the protection of sect. 35, notwithstanding that the produce is in excess of the requirements of the establishment, and the surplus sold at a profit.

On an appeal by the committee of visitors of the Cambridgeshire, Isle of Ely, and Borough of Cambridge Lunatic Asylum, against a poor rate made by the overseers of the parish of Fulbourn, on the 28th April, 1864, the quarter sessions "allowed the appeal," subject to the following case for the opinion of the Court of Queen's Bench:

1. The Cambridgeshire, Isle of Ely, and Borough of Cambridge Pauper Lunatic Asylum is situate in the respondents' parish, and was completed in 1858, under the provisions of the 8 & 9 Vict. c. 126, and of the 16 & 17 Vict. c. 97, relating to county lunatic asylums, and the asylum was opened for the reception of patients in November, 1858.

2. The Isle of Ely is a division of a county, and the borough of Cambridge is a borough, having more than six justices besides the recorder.

3. Under the provisions of the 8 & 9 Vict. c. 126, a committee of justices, for the purposes of the lastmentioned act, was appointed for the county of Cambridge, the Isle of Ely, and the borough of Cambridge respectively, and the committees agreed to unite for the purposes of that act. An agreement was accordingly entered into for that purpose, dated the 30th August, 1848, in the form given in Schedule (A.) of

that act.

The above agreement was approved by Sir George Grey, the then Secretary of State, on the 15th January, 1849. This agreement was in force at the time of the passing of the stat. 16 & 17 Vict. c. 97, and still continues in force. The greater portion of the land had been purchased, but no buildings had been erected

thereon.

buildings erected at a cost of 40,5817. 78. 10d., or thereabouts. About four acres are used for roads and shrubberies; about twenty acres are laid out as a garden; the remainder, comprising about thirty acres, is under cultivation as a farm. The garden and farm are well stocked and planted, and are partly surrounded by a brick wall covered with fruit trees, and are part of the asylum.

7. The buildings comprised within the area in question are as follows:

A. The medical superintendent's house, containing three sitting-rooms and five bed-rooms, besides the committee-room; a garden, of about one rood, is attached to the house, and is appropriated exclusively to the medical superintendent.

of day rooms and dormitories. B. Buildings occupied by insane patients, consisting

C. Apartments occupied by the steward and matron, the porter, and other servants of the establishment. D. The chapel.

E. The offices of the establishment.
F. Workshops.

G. Farm buildings.

H. Gas-works.

8. The establishment consists of the following persons:-A medical superintendent, steward, matron, and twenty-seven attendants and servants, all residing in the asylum; a head gardener, residing at the entrance lodge, and four under gardeners, and four tradesmen, and a stoker living away from the asylum. The premises occupied by the said persons comprising the establishment as aforesaid are severally necessary for the services they have to perform, and are not in excess of what is required.

of

9. The farm and garden are cultivated by the gar deners, assisted by the patients. The result for the year ending the 31st December, 1863, was a source profit, as shewn by the Sixth Annual Report of the Asylum, with Appendices, which form part of the case.

10. In addition to assisting in the cultivation of the garden and farm, as already mentioned, the patients assist in the household work of the establishment. They are also employed as artisans, and assist in exe cuting many of the repairs which from time to time become necessary, and in making clothes and shoes for their own use. About two-thirds of the whole number of the patients are employed in the manne above described.

11. Acting under the powers contained in the 42nd and 43rd sections of the 16 & 17 Vict. c. 97, the appellants on the 20th June, 1862, entered into an agree ment with the mayor, aldermen, and burgesses of the borough of Ipswich for the reception into the asylum of all the pauper lunatics of the borough of Ipswich, for the term of five years from the 26th November, 1861, to keep and provide for the same, in the same manner as the patients in the asylum chargeable to the county of Cambridge are kept and provided for. And it was by the said agreement provided and agreed that the total amount charged for each pauper luna belonging to the borough of Ipswich, and received into the asylum, should not exceed the sum of 15%. per week.