687-19 THE JOURNAL OF [Registered at G.P.O. Postage within United Kingdom, One Halfpenny; and to Canada at Canadian Magazine Rate.] VOL. 147.-No. 3970. HOOPER AND SON, SATURDAY, MAY 3, 1919. Telephone, Regent 273. LAW STATIONERS, LITHographers, Printers, &C. GENERAL REVERSIONARY HOOPER and SON'S renowned "WOVE OF THE and WORLD" NOTE and LETTER Hand-made OFFICIAL TYPEWRITING PAPERS have acquired phenomenal reputation throughout the Kingdom. a HOOPER and SON can in cases of emergency WRITE, LITHOGRAPH, TYPEWRITE, or PRINT any number of COPIES of DOCUMENTS, however lengthy, in the shortest possible space of time. 14, DISTAFF LANE, CANNON STREET, E.C. 4. Tel.: 7855 Central. Tel.: "Hooper, Cent. London." BOND ONDS. AND REVERSIONS AND LIFE INTERESTS OR LOANS GRANTED THEREON. 14, BELL YARD, TEMPLE BAR, W.C. 2. Tel., Holborn 900, &c. Telegrams, " Flowerdew, London." The Directors desire to specially draw the attention Reversions mature, and free of interest in WING HELMORE on KAIN'S SYSTEM of SOLICITORS' BOOK-KEEPING. All Accounts and Costs Books, with Short and Concise Messrs. HELMORE & HELMORE, LONDON OFFICE-13, CORNHILL, E.C. 3. STATIONERY AT WHOLESALE PRICES SHAW & BLAKE LTD., The enterprising Law Stationers, still have for disposal some of their high-class papers recently advertised in these columns. The orders received (being far in excess of anticipation) are being executed in rotation, and with all possible dispatch. A lost opportunity is never regained. Don't hesitate! Samples by return of post. SHAW & BLAKE LTD., the leading Law Stationers, 37, Surrey-street, Strand (Aldwych Tube Station), London, W.C.2. TRUSTEE AND EXECUTOR. The Corporation is prepared to act in either or both of the above capacities and employ the Solicitor nominated by the Testator or Settlor. FIRE, LIFE, SEA, ACCIDENT. Apply for full particulars of all classes of Insurance to the Secretary Head Office: ROYAL EXCHANGE, LONDON, E.C. 2. Law Courts Branch: 29 & 30, HIGH HOLBORN, W.C. 1. FIDELITY BONDS. The Bonds of the Corporation are accepted by all Departments of His Majesty's Government. ASSOCIATION for the of WIDOWS and FAMILIES of SOLICITORS in the Metropolis and vicinity. Instituted 1817. Supported by Life and Annual Subscriptions and by Donations. This Association consists of Solicitors taking out London Certificates and of retired Solicitors who have practised under London Certificates, and its objects are (amongst others) to grant relief to the widows and children of any deceased member, or, if none, then to other relatives dependent on him for support. The relief afforded last year amounted to £1590. A subscription of one guinea per annum constitutes a member, and a payment of ten guineas membership for life.-Applications to be made to the Secretary, E. EVELYN BARRON, 3, Gray's-inn-place, London, W.C. 1. KAIN'S SYSTEM OF SOLICITORS' BOOK-KEEPING AND COSTS. Twelfth Edition, Explanatory Treatise by HENRY BROWN, F.C.A., gives full explanations and specimen entries of all Books of Account. This treatise brings Solicitors' Book-keeping up to date, particular attention being paid to separating office and clients' moneys, and the advantage of drawing only on realised profits. Price 5s. net. All Account and Costs Books on Kain's Copyright System (first and second quality), also special books with extra columns, &c., may be obtained of us. Our 2A Cash Journal is ruled for keeping clients' moneys distinct from office moneys. SPECIAL NOTICE.-We have no connection whatever with any firm or firms who purport to sell our books, and adopters of "Kain's System should be careful to Ideal direct with us or our publishers, Waterlow Brothers and Layton, and see that the name of "Kain" as well as our name appears on the title page of every book, Price list, specimen sheets, and every information relating to the books are suplied by us free of charge. We have on our Register gentlemen with capital desirous of purchasing practices or partnerships. KAIN, BROWN, BENNETT, & CLARK, 59, CHANCERY-LANE, LONDON, W.C. 2. HARCOURT SMITH and CO. Costs Draftsmen, Accountants and Auditors, and Partnersnip Agents.-PARTNERS WANTED in established practices; Partnerships, Successions, and Amalgamations Required; Freeholds and Leaseholds tor Sale for investment and occupation; Mortgages arranged.12, Lilford-road. Camberwell. CITY SOLICITOR, with medium-sized but high-class Practice DESIRES to meet with Solicitor (with small, high-class Practice), about 35 years of age, who would render slight ASSISTANCE, particularly during vacations, on fair terms; fair prospects of eventual Succession.-Apply "T. A. R." (No. 3970), "Law Times" Office, Bream's-buildings, E.C. 4. ANCHESTER MA or BRISTO L.WANTED, by young Solicitor (Public School), PARTNERSHIP, or CLERKSHIP with view thereto; good experience in Conveyancing, Trust, and Probate work.-Reply "K. I. N.' (No. 3970), "Law Times" Office, Bream's-buildings, E.C. 4. NOLICITOR and NOTARY PUBLIC (32), Society Prizeman, recently demobilised after four and a half years' service, WANTS JUNIOR PARTNERSHIP; not afraid of hard work; experienced in Litigation, Conveyancing, Advocacy; capital available."FS. H. (No. 3970), "Law Times" Office, Bream'sbuildings, E.C. 4. AN old established London Firm of SOLL to CITORS, of undoubted reputation, are prepared AMALGAMATE with another firm of equal standing; no agents.-All communications, which will be treated in strict confidence, to be made to F. T. DORMAN, Esq., 23, Essex-street, Strand, who will supply all details. Practices, Wanted and for Sale. HALF SHARE in old-established Solicitor's PRACTICE for SALE; provincial town near London.-Particulars on application to Messrs. G. R. HELMORE, HELMORE, and Co., Chartered Accountants, 185, Piccadilly, W. 1. Situations, Wanted and Vacant. TR experience as Technical Translator, French, German, and English; special knowledge of Patent and Engineering business; SEEKS ENGAGEMENT.-E. GOBERT, 6, Hertford-road, Newbury Park, Ilford. LA AW.-Admitted MAN (33), with sound technical knowledge. experienced home and abroad, DESIRES CLERKSHIP; some capital."W. H." (No. 3968), "Law Times" Office, Bream'sbuildings, E.C. 4. Law Partnerships, Successions, and Amalgamations. ΜΕ MESSES ESSRS. ATHERTONS, LIMITED, invite negotiation with members of the LEGAL PROFESSION in all matters relating to Sale and Purchase of Practices, Arrangement of Partnerships or Amalgamations, and every branch of the actual business side of the Profession, requiring their assistance, on the following grounds : LAW SUCCESSIONS. (1) They are the recognised leading firm who conduct Law Partnership and Succession negotiations, and deal with most of the important openings in the country. (2) They employ a large and experienced staff including qualified Solicitors versed in every detail of transfer and sale of practices. (3) They have at all times on their books a number of gentlemen, fully qualified and with ample capital, who are waiting to buy practices outright, and they have always many practices for disposal. LAW PARTNERSHIPS. (4) They have a considerable number of eligible gentlemen willing to enter into Partnership, with or without a view to "SUCCESSION." (5) They have always many extremely valuable Partnerships open for negotiation, and ATHERTONS undertake to find any suitable opening to meet the special requirements of any of their clients. MANAGING CLERKS. (6) They can supply at a short notice admitted Solicitors prepared to act as Managing Clerks, and employers need only to state their requirements when a number of excellent men are open for their choice, without any fee for introduction. GENERAL. (7) They are located in the most convenient centre of the Legal World, and appointments can be arranged for solicitors to meet clients at their offices if desired. (8) Their clients can rely upon the strictest confidence being observed, as all correspondence is dealt with by the Principals ONLY. CONSULTATIONS INVITED. ATHERTONS, LIMITED, The Recognised Leading Law Partnership Consultants, 63 & 64, CHANCERY LANE, LONDON, W.c. 2. Telephone: 2482 Holborn. Telegrams: "Alacrious, London." LAW SOLICITOR (28), married, demo LA bilised, served since 1914, admitted 1913, REQUIRES POST: salary £300.-"Post" (No. 3969), Law Times" Office, Bream's-buildings, E.C. 4. AW.-SOLICITOR (23), just demobilised, four and a half years' service, admitted 1913, REQUIRES POST as MANAGER.--" N. A. G." (No. 3969), "Law Times" Office, Bream's-buildings, E.C. 4. AW. CLERK LA CONVEYANCING DESIRES POST; seven and a half years' experience in country; thorough knowledge of general office routine; expert Shorthand-Typist; age 27; just demobilised; excellent testimonials.-C. X." (No. 3970), "Law Times Office, Bream's-buildings, E.C. 4. AW.-CLERK (27), with knowledge of County Court. Magisterial, and Taxes, DESIRES POST as SECOND CLERK, or work under supervision; Shorthand-Typist; general office experience, seven and a half years; just demobilised." B. U." (No. 3970), "Law Times Office, Bream's-buildings, E.C. 4. AW.--SOLICITOR (demobilised), widest ancing, Common and Commercial Law, and Advocacy, DESIRES MANAGING CLERKSHIP, Charge Branch Office, or other position of responsibility, with or without view to Partnership or Succession.-Q. O." (No. 3970), "Law Times" Office, Bream's-buildings. E.C. 4. LAW WANTED, immediately, COSTS CLERK, for a large General Practice in South Wales; must be capable of preparing Costs without supervision.-Apply, with reference, and stating experience and salary required, to "Lex" (No. 3968), "Law Times Office, Bream's-buildings, E.C. 4. AW.-Old-established Country Solicitor REQUIRES MANAGING CLERK, Accountant, and Cashier, able to conduct (under supervision) work of Assessment, Education, Old Age Pension, and Housing Committee, and qualified for appointment as Deputy Superintendent, Registrar of Births, Deaths, and Marriages; preference will be given to a discharged officer or N.C.O. (fond of sport), who must be prepared to take disciplinary control of junior staff and reorganise their work on modern lines.-Write, with not more than three recent testimonials (copies only), stating age, previous experience, salary required, &c., "T. 33," Sell's Advertising Offices, Fleet-street, E.C. LA AW.-WANTED, in a South Country town, a thoroughly reliable BOOK-KEEPER (Kain's system), who can keep the ledger, &c., without supervision, attend to Insurance, return of Income Tax, &c., and has a general knowledge of the work in a Solic!tor's office; Shorthand and Typewriting essential; applications to be in own handwriting, stating age, whether married or single, salary required, with copies of three recent testimonials.-"Reliable (No. 3970), "Law Times Office, Bream's-buildings, E.C. 4. T THE CORNER of Staple Inn, facing Gray's Inn Road, nearly opposite the great Prudential Buildings and right next to Old Holborn, stands CHAS. G. FRANK- LAND'S Holborn shop. It has become a favourite store with many of those professional men whose offices surround his establishment. Barristers, solicitors, architects, sur- veyors, engineers, editors, and civil servants are among the discerning men whose appreciative patronage has assisted to build up the CHAS. G. FRANKLAND business at 335, High The distinguishing marks of this business are its high standard of quality and the individual attention paid to each At this store rings, watches, bracelets, silver and plated goods, trunks, bags, purses, and almost anything that may be required can be obtained by discerning men who seek the best. COUNTY COURTS.-Bittings of the CRIMINAL LAW AND THE JURISDIO- ing-up Appointments -Creditors LAW SOCIETIES.-The Law Society -Medico-Legal Society - United Law Society - National Federa- 1 COURT PAPERS.- House of Lords: Session 19:9, No. 3-Judicial Com- mittee of the Privy Council: List of Business, Easter Sittings 1919- Easter Sittings 1919 - Bota of Registrars................................................................................. 16 DURING the past week a large amount of matter has WE publish this week the remainder of the cause lists for these sittings-Appeal, Chancery, and Probate and Divorce. These lists were not issued until the Friday before the sittings commenced, and it is quite impossible to understand the delay. The King's Bench lists were issued by the preceding Wednesday night, so that they could be in the hands of the Profession in good time for all arrangements to be made, and it is inexplicable why the same promptness should not be shown with all the cause lists. In the Court of Appeal ninety-two matters are for hearing, of which forty-three are in the King's Bench Final and New Trial list and twenty-three are from the Admiralty Division. Chancery causes number 121, and there are 779 Probate and Divorce causes, 692 of this last total being undefended divorce cases. The War and the Law. Now that nearly six months have elapsed since the armistice was signed, it is interesting to compare some of the figures of appeals and causes entered for hearing in London. We have taken the Easter Sittings for the last six years in the following table, a good period in the legal year for general comparison. In the King's Bench no attempt is made to split "actions for trial" under their various headings, owing to the Juries Act, the general total alone being of value for gauging the position. At Easter 1914, Chancery appeals dated back to January, and the King's Bench Final and New Trial list to Aug. 1913. At the present time both lists are right up to date. "Actions for trial" in 1914 averaged back to the preceding March, but now to the beginning of the year. Six years ago undefended divorce cases were waiting some months before trial, but now, although the work of this division has enormously increased, this list is dealt with with all reasonable promptitude. In fact Mr. Justice COLERIDGE has disposed of more than a thousand cases since the 1st Dec. DEBTS AND TRUST FUNDS-SOME LIKENESSES AND DIFFERENCES. IT is perhaps not permissible to say that the common law is progressive-its rules are "supposed to have been established from time immemorial." Sir George Jessel in Re Hallett's Estate (42 L. T. Rep. 421; 13 Ch. Div. 696), after using the words quoted, went on to point out that "the rules of courts of equity have been established from time to time-altered, improved, refined from time to time. In many cases we know the names of the Chancellors who invented them." These observations were made with express reference to the doctrine of the right of a beneficiary to follow trust moneys when these can be identified. This is the doctrine elucidated in Re Hallett's Estate, and vital to the consideration of most questions depending on likenesses and differences between debts and trust funds. The progress of the rules of equity is, of course, illustrated very plainly in the case of the equitable estates in land. mortgagor's equity of redemption has advanced from a mere right of action to an actual estate in the land: (Casborne v. Scarfe, 1 Atk. 605). The existence of an equitable estate as a separate entity is now recognised, independently of any supporting legal estate: (Re Nisbet and Polts' Contract, 94 L. T. Rep. 297; (1906) 1 Ch. 386). The movement is not always in the same direction, as is shown by recent judgments on the subject of specific performance; in Howard v. Miller (112 L. T. Rep. 403; (1915) The A. C. 318), the position of a purchaser entitled to specific performance of the contract is placed lower with respect to his right to be considered equitable owner than in previous cases. The gradual development of the equitable estate in land helps to make clearer the development of a trust fund from being a mere debt to the position of a thing having a separate existence as a piece of property in the nature of something specific. In one sense a debt and a trust fund are merely alternative names for the same thing, and a trust fund is simply a debt of a particular kind. On the other hand, they differ in that a debt is not considered to exist in specie, whilst a trust fund does so exist notionally. The same sum of money, in cash or invested in securities, can be treated either as a debt or as a trust fund. The broad distinction between what is to be regarded as a mere debt and what is to be regarded as a trust fund is laid down in Re Hallett's Estate (sup.), and may be defined as follows: If the money can be followed and identified from one state of investment or form to another, it is to be treated as a trust fund, but if it cannot be so followed and identified it is a mere debt and to be treated as such. In each case the beneficial owner, or person entitled to claim payment of the money from the person in whose hands it is, has the remedies appropriate to each condition of the money. If it is a mere debt, he can only bring an action for the amount against the person in whose hands the money was last found in an identifiable form; if it is a trust fund, and so > remains, he can claim the amount from anyone into whose hands it can be traced in an identifiable form and who received it with notice of the beneficiary's rights-sometimes indeed, without such notice being necessary. There is some analogy to the case of specific performance of a sale of land. Only if the purchaser is entitled to specific performance of the contract is he to be regarded as the equitable owner, but not otherwise. So only if the money can be followed and identified is the person claiming it to be regarded as the owner of a trust fund; otherwise he is merely a creditor with a right of action for his debt. As is pointed out by Sir George Jessel in Re Hallett's Estate, the tendency of the equitable doctrine has been in the direction of permitting a sum of money to be more and more regarded as a trust fund whenever by any possibility it can be followed and identified into whatever form it may become changed. The remedies of the beneficiary have been correspondingly augmented, those of a cestui que trust against his trustee being more effective than those of a mere creditor against his debtor. Whilst the courts have tended to develop the case law on the subject in the direction of treating an identifiable sum of money as a trust fund rather than a debt, the statute law has on some points exhibited the opposite tendency-cutting down the remedies of the beneficiary and lessening the liabilities of the trustee or person in whose hands the money is. Thus, under sect. 8 of the Trustee Act 1888, trustees (in the absence of fraud or fraudu. lent breach of trust) can now take advantage of the provisions of statutes of limitation as a defence to actions brought against them by their cestuis que trust or others to recover property or the proceeds of property-" as if the claim had been against him in an action of debt." The courts have also been given power, by sect. 3 of the Judicial Trustees Act 1896, to relieve trustees from liability for committing excusable breaches of trust, the Legislature thus in effect placing the trustee more in the position of an ordinary debtor. The question of debt or trust fund arises very often in the case of bank accounts. Referring again to Re Hallett's Estate, Sir George Jessel there said that "according to the modern theory of banking, the deposit banker is a debtor for the money and not a trustee in the strict sense of the word. At the same time, one must recollect that the position of a deposit banker is different from that of an ordinary debtor." Sir George Jessel was here speaking of ordinary banking accounts. Where the bank account is a "trust account," such as is commonly opened by solicitors for keeping funds belonging to their clients, questions of much greater difficulty sometimes arise. The money to the credit of the account is treated much more like a trust fund than in the case of ordinary accounts. Moneys to the credit of a trust account would not usually be available for the payment of the customer's debts to his general creditors, and the banker would usually not be entitled to impound money to the credit of the trust account in satisfaction of a debt due to him from his customer on the latter's private account. In the event of the bankruptcy, either of the customer or a person on whose behalf money had been paid into the customer's trust account, nice questions as to whether set-off could be claimed, &c., might arise. The solution of such questions, and of other similar ones with regard to banking accounts, will usually depend on whether the money in the account is to be treated as a debt or a trust fund. But the mere fact of the money in a "trust account being a trust fund will not necessarily oust the right of set-off between the customer and a person whose money has been paid into the trust account. Money in a trust account is usually protected against claims of general creditors for the reason that the persons whose moneys have been paid in can be ascertained, and their claim is prior to those of the customer's other creditors. Money in the trust account not belonging to the customer is not available for payment of his debts. The same principle would apply to protect other money in the hands of a debtor or (on his death) his representatives which could be identified as a trust fund appropriated to particular purposes. An illustration would be afforded by the case of a life insurance policy effected by a man for the benefit of his wife and children where no trustees had been appointed. By sect. 11 of the Married Women's Property Act 1882, such a policy vests in the insured and his legal personal representatives in trust for the wife and children, and the moneys payable under the policy are not part of his estate or subject to his debts. The policy moneys on the death of the insured would be a trust fund similar to money in a trust account, and not liable to be treated as a debt owing by the insured or his personal representatives to his general creditors. Occasionally, however, the remedies against a person who has in his hands a trust fund are limited to the remedy that would be available if the money were a mere debt. This happened in Re Thomas (106 L. T. Rep. 996; (1912) 2 Ch. 348). The sole creditor of a testator obtained an administration degree against the sole executor, who admitted assets and was the residuary legatee. The amount of the debt due was then ascertained by the master's certificate. An order was thereupon made, having the effect of a personal judgment against the executor, for payment of the amount found due. On the footing of the executor being in a fiduciary relation to them, the plaintiffs sought to take proceedings under the Debtors Act 1869, as against a defendant who was not a mere debtor, but in the position of a trustee or sued in some other fiduciary relation. held by the Court of Appeal that this could not be done, and that, although the defendant had been in the position of a trustee prior to the personal judgment against him, he was now merely a judgment debtor, and a judgment debtor is not in any fiduciary relation to his creditor. THE CONVEYANCER. It was Company-Memorandum of Association-Certificate of Incorporation. In HAVING regard to the observations of Lord Wrenburyin the comparatively recent case of Cotman v. Brougham (119 L. T. Rep. 162; (1918) A. C. 521), it behoves those who settle memoranda of association not to overload them with unnecessary object clauses. In that case the object clause (3) contained thirty sub-clauses, covering almost every conceivable object which a company could legally adopt, and concluded with the following declaration: "The object set forth in any sub-clause of this clause shall not, except when the context expressly so requires, be in anywise limited or restricted by reference to, or inference from, the terms of any other sub-clause, or by the name of the company. None of such sub-clauses. or the objects therein specified, or the powers thereby conferred, shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world, and notwithstanding that the business, undertaking, property, or acts proposed to be transacted, acquired, dealt with, or performed do not fall within the objects of the first sub-clause of this clause." consequence of that declaration Mr. Justice Neville and the Court of Appeal, and finally the House of Lords, decided that a certain underwriting transaction was intra vires of the company. In the course of his judgment Lord Wrenbury said: "There has grown up a pernicious practice of registering memoranda of association which, under the clause relating to objects, contain paragraph after paragraph not specifying or delimiting the proposed trade or purpose, but confusing power with purpose, and indicating every class of act which the corporation is to have power to do. The practice is not one of recent growth. It was in active operation when I was a junior at the Bar. After a vain struggle I had to yield to it, contrary to my own convictions. It has arrived now at a point at which the fact is that the function of the memorandum is taken to be not to specify, not to disclose, but to bury beneath a mass of words, the real object or objects of the company, with the intent that every conceivable form of activity shall be found included somewhere within its terms. The present is the very worst case of the kind that I have seen. Suuh a memorandum is not, I think, a compliance with the Act. The Act throws upon the registrar a great responsibility when it provides, as it does, that his certificate of incorporation shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with.' Before registering a memorandum of association the registrar ought to consider whether the requirements of the Act have been complied with, and to refuse registration if he conceives that they have not, bearing in mind that if he does not take that course he may put the Court in the position in which your Lordships find yourselves L |