1868. TOMLIN V. DUTTON. might be serious.] As to the construction of sect. 192: between "a debtor and his creditors, or any of them;" the latter words are consistent with a deed made with some of the creditors. The deed is to be binding "on all the creditors of such debtor;" that means all affected by the deed. [Lush J. You read the section as if it said, "Every deed made between joint debtors and their creditors, or any of them, relating to the debts or liabilities of the joint debtors and their release therefrom, &c." Suppose either of these partners were members of another firm the arguments of Lord Cairns would apply.] There are no words in sect. 192 restricting the parties either to one form of composition with joint creditors and another form with separate creditors, or requiring that they must compound with both together. There is no reason why in such a case as this there should not be two composition deeds, one for the benefit of joint creditors, the other for the benefit of separate creditors. Under the old bankruptcy law there were joint and separate commissions. Lumley Smith, in reply.-By the interpretation clause, sect. 229, the word "creditor" "shall mean also any two or more persons being partners;" but there is no definition extending the meaning of the word "debtor." [He was then stopped.] BLACKBURN J. The plea is founded on a deed made between two joint debtors and the creditors of both, excluding the separate creditors of each. If such a deed is within stat. 24 & 25 Vict. c. 134. s. 192. the Legislature has given power to the joint creditors to bind a separate creditor, but it rests on those who assert that such a power is given to shew the words of the statute which give it, for there is no such power at common law. Sect. 192 enacts that a composition deed made or entered into between a debtor and his creditors, or any of them, or a trustee on their behalf, shall be as binding "on all the creditors of such debtor" as if they were parties to and had executed the deed, provided certain conditions are observed. It is obvious that this refers to a single debtor and his creditors. It has been long established that a deed may be made between a debtor and a requisite majority of his creditors; the words "or any of them" meaning a majority in number representing three fourths in value. But it is not binding unless it is made for the benefit of all, who in the present case would be all the creditors of the firm and of the individual members of it. Mr. Jones argued that a firm may compound with the creditors of the firm, and suggested that we may read the word "debtor" as plural; and then a firm which had contracted joint debts might, with the assent of a majority in number and value of the joint creditors, make a composition deed binding upon the separate creditors. I think that would not be a reasonable provision. It is however sufficient to say that there are no words in sect. 192 supporting such a construction. Indeed Mr. Jones did not rely on any, but he argued that the consequences here would not be so mischievous as those pointed out in Ex parte Glen, In re Glen (a). This may be an argument for the Legislature, but it does not affect the construction of sect. 192. (a) L. R. 2 Chanc. App. 670; 36 L. J. Bank. 51. 1868. TOMLIN V. DUTTON. 1868. TOMLIN V. DUTTON. MELLOR J. There may be reasons why the Legislature should authorize a partnership to make a composition between them and their joint creditors. But there is nothing in sect. 192 of stat. 24 & 25 Vict. c. 134. which enables me to put that construction on it, and the reasons given by the Lords Justices in Er parte Glen, In re Glen (a) shew that they would not have put on it that for which Mr. Jones contends. LUSH J. The deed in the present case is open to all the objections stated by the Lords Justices in Ex parte Glen, In re Glen (a), and the construction they gave to sect. 192 of stat. 24 & 25 Vict. c. 134. is the proper one, for it says that the deed shall be binding on all the creditors. This deed would bind all the separate creditors of each debtor though they had no voice in assenting to or dissenting from it. Judgment for the plaintiff on both demurrers. (a) L. R. 2 Chanc. App. 670; 36 L. J. Bank. 51. 1868. WIGFIELD and others against NICHOLSON. 1. If a composition deed is within the purview of The Bankruptcy Act, 1861, 24 & 25 Vict. c. 134, s. 192., the Court will not overrule the decision of a statutable majority of the creditors as to the reasonableness of its clauses. 2. A composition deed between partners who carried on business as engineers, and their creditors, assigned the partnership property and their separate estates to trustees for the benefit of the creditors, with power to them to postpone the sale and conversion of the premises assigned, and to employ all or any part of the joint estate, and to carry on the business for such period as they should think fit, and to make advances out of the joint estate or the proceeds thereof, and to employ the partners or either of them to assist in carrying on the business; and it was declared that the trustees should be indemnified out of the joint and separate estate by the creditors, in proportion to the amount of their respective debts, against all transactions and personal engagements, matters and things which they should lawfully do, enter into, or order in or concerning the management or conduct of the business. Held, that the indemnity clause imposed a personal liability on non-assenting creditors beyond the funds of the estate, and therefore the deed was not within sect. 192. THIS HIS was an interpleader issue in which a special case for the opinion of this Court was stated under the order of a Judge. On the 27th October, 1866, the defendant issued out of this Court a writ of fieri facias in execution of a judgment which had been recovered by him against I. Dodds and T. W. Dodds, who were then carrying on an extensive business in copartnership as engineers and machinists at Rotherham, in Yorkshire. On the 28th October the sheriff entered on their premises and seized a portion of the stock in trade of the copartnership to the value of 2127., being the amount endorsed on the writ. The sheriff continued in possession under the writ, and on the 1st December, 1866, 1. Dodds and T. W. Dodds, finding that they could not meet the demands of their Friday, Bankruptcy 24 & 25 Vict. c. 134. s. 192. Composition deed. Power to carry on business. Indemnity clause.. 1868. WIGFIELD V. NICHOLSON. creditors, executed a deed of assignment of all their property, real and personal, including that which had been seized by the sheriff, to the plaintiffs as trustees on behalf of all their creditors, including the defendant. The deed was duly executed by I. Dodds and T. W. Dodds, and by the plaintiffs as trustees, and was assented to in writing by a majority in number of the creditors, both joint and separate, representing three-fourths in value of the creditors whose debts respectively amounted to 107. and upwards. The plaintiffs immediately on the execution of the deed took possession of the works and all other the property which had belonged to I. Dodds and T. W. Dodds, and gave notice to the sheriff of the execution of the deed and of their claims to the property seized. On the 26th December the deed was duly registered, having been first duly stamped, and all the requirements of The Bankruptcy Act, 1861, with respect to deeds of assignment and composition were duly observed. The deed, which formed part of the case, was made between I. Dodds and T. W. Dodds of the first part, the trustees of the second part, all the joint creditors of I. Dodds and T. W. Dodds of the third part, all the separate creditors of I. Dodds of the fourth part, and all the separate creditors of T. W. Dodds of the fifth part: After reciting, among other things, that a majority in number representing three-fourths in value of the creditors, both joint and separate, whose debts respectively amounted to 101. and upwards, had agreed to execute to 1. Dodds and T. W. Dodds the release after contained, 1. Dodds and T. W. Dodds assigned all their real and personal estate and all engines, machinery, plant, stock in trade, &c., to the trustees. The deed contained, among |