one year.

should be eligible at the parish council elections of 1896, notwithstanding that his period of residence had been under This Act, applying to 1896 only, is to be shortly succeeded by another which has passed the House of Commons, and been introduced in the House of Lords by Lord HERSCHELL, who stated that it had the approval of the Local Government Board. The new Act will be of the same effect as that of last year in relation to the forthcoming 1897 elections next month. As at present framed, the Bill also alters the day of election as fixed by the Local Government Act 1894 to any day between the 1st of March and the 1st of April, repealing the first rule of the first part of the first schedule of the Local Government Act 1894, which provides that "the annual assembly of the parish meeting shall be held on the 25th day of March in each year, or within seven days before or after that day.”

66

LORD DUDLEY has again introduced the Companies Billone of those measures announced in the Queen's speech for production by the Government "if time should permit." It contains forty-nine clauses, and is, as printed, intended to come into operation on the 1st Jan. 1897-a clerical error, we presume, for 1898. The 14th clause, which is intended to supersede the much-vexed 38th section of the Companies Act 1867, takes up nearly three pages, and provides (inter alia) that “every prospectus of a company must state the amount (if any) payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in the company, or the rate of any such commission," and also that any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void." We have not been able to discover any clause in the bill giving validity to past "waiver clauses, and, as many of these are invalid or at best of doubtful validity, it might perhaps be well to legalise them. It is greatly to be hoped that the Bill will be pushed forward, with or without the further aid of a committee, so that if possible it may be passed in time enough for its incorporation in a consolidating Bill to be also passed in the present session.

MR. BALFOUR has declined to pledge himself to introduce a Bill for the purpose either of abolishing the ceremony of confirmation of bishops, or of providing that opposers, when coming forward in obedience to a summons to appear, shall obtain a hearing. It would seem that the proper person to introduce such a measure, if necessary, would be the ARCHBISHOP OF CANTERBURY, who has been already requested to do so by the Upper House of Convocation. Can the existing ceremony, however, be either dropped or modified without statutory authority? That it can without such authority be safely dropped, we cannot believe. The statute of Henry VIII. imperatively requires confirmation of an election, and, without such confirmation of some kind, all acts done by a bishop or archbishop, however duly elected, consecrated, and installed, or, if an archbishop, enthroned, would seem to be legally invalid. To what extent, however, if any, can it be modified? The BISHOP OF WINCHESTER has discovered a book published by the bishops three years after the statute of Henry was passed, but published with his express authority. From this book it appears that "confirmation" was no empty form, but

intended to have a substantive effect in case of a substantive objection to a confirmation. The only legal way out of the impasse appears to us to be to provide a new form altogether, discontinuing the exquisitely absurd summons to all persons to appear and oppose on any ground, but providing facilities for opposition by specially qualified persons on very limited grounds, as that the party elected is not within the canonical

age, or has been guilty of simony, or of an offence against the Clergy Discipline Act. Such a form might, we think, be brought into use without the authority of a statute, but the safer plan would be to incorporate it in a schedule to an amending Bill.

THE Bills of Sale Bill introduced by Mr. CHALMERS, the present legal member of the Governor-General's Council, seems to have raised quite a storm of opposition in India. The ground of such objections is that, although if the measure becomes law the general creditors of some European firms will be benefited, yet it will have a most disastrous effect on the native dealers and the ordinary tradespeople. Amongst the natives of India it is not the custom to advance money on goods unless the possession is parted with. If such a Bill became law, there is no doubt that it would be used, not for what it is legitimately intended, to protect the creditor in ordinary business transactions, but to defeat his claim and the purpose it is the object of the Bill to secure. The only people who will benefit by it will be the moneylenders, in whose clutches the poor agricultural classes already are, and perhaps defaulting tenants, who by this means will be able to place their furniture and effects beyond the reach of their landlords.

As illustrating the absurdity of our present assize system, the following extract from the Worcester Herald of the 6th Feb. has been sent us :

FORTHCOMING ASSIZES.

The following are the county cases to be tried before Mr. Justice Day at the forthcoming assizes:

John Horatio Brookes, larceny, Stourport; Edward Andrews, horsestealing, King's Heath; Alfred Joseph Workman, larceny, Worcester; William Carlton, housebreaking (three charges), King's Heath. Of these, all except Workman were originally committed to the Quarter Sessions, but the judge arranged with Mr. Willis Band, the chairman of that court, to try them at the assizes.

For the city assize there are three prisoners for trial: William Clarke and Edward Cooke, charged with libelling the master of the workhouse; and Wingfield Arthur Gregory Bruce, alias Alexander Archibald Leslie, alias William Mackenzie Monteith, committed on two charges of larceny. The only civil action now entered for trial is one in which Arthur Henry Faulkner, of Bleak House, Crowle, sues Charles Loxley, farmer, of Inkberrow, for money lent. Mr. T. R. Quarrell is solicitor for the plaintiff, and Mr. G. W. Hobson, of Droitwich, for the defendant. The case of Romford v. Corbett, also a claim for money lent, has, it is understood, been withdrawn.

THE POSITION OF ANGLO-FRENCH COMPANIES. THE Court of Cassation, affirming the judgment of the Appeal Court of Aix, has just given a decision in regard to the status of English companies under the well-known Anglo-French Convention of the 30th April 1862 which ought to be the subject of prompt negotiations between Lord Salisbury and M. Hanotaux. The first article of the Convention in question-which is the material one for our present purpose, provides that: "The high contracting parties declare that they mutually grant to all companies and other associations commercial, industrial, or financial, constituted and authorised in conformity with the law in force in either of the two countries, the power of exercising all their rights and of appearing before the tribunals, whether for the purpose of bringing an action or for defending the same, throughout the dominions and possessions of the other Power, subject to the sole condition of conforming to the laws of such dominions and possessions." The interpretation of this provision which naturally suggests itself to the mind, and on the faith of which numerous English commercial enterprises have been started in France, is that an English company formed in accordance with English law and having its registered office in England is a company governed by the Convention of 1862. The French courts, however, have repudiated this interpretation of the treaty in the case of La Construction Limited in favour of the view that the Convention enables them to go behind the fact of an English registration and consider the intention and motives with which a company was formed. La Construction Limited was started in London in 1888 to purchase lands and buildings in France and elsewhere. The subscribers of the memorandum of association were all British subjects, and for two years the business of the company was administered by a board composed exclusively of such subjects. In 1890, however, three Frenchmen were elected in lieu of three Englishmen retiring, and it was decided in general meeting that thenceforward the board meetings might be held in France when it was deemed necessary or convenient. Ultimately an order was made by the High Court of Justice to wind it up. It was at this juncture that the Convention of 1862 became of importance. If a company duly formed in England was entitled to all rights of companies as such in France, it was entitled to a legal personality independent of the persons composing it. A personal creditor of one of the new French directors, however, disputed this construction of the treaty, and applied to the local court to have it declared that the company was duly in form English; that in reality it was constituted by Frenchmen, and by one in particular, to evade the requirements of French law, and that, consequently, its assets, being really those of this particular Frenchman, were liable indiscriminately with his private means to satisfy his debts. The local court refused to adopt these contentions. But the Appeal Court at Aix did so, holding that "La nationalité d'une société se détermine par le lieu où elle a véritablement et effectivement son principal établissement, c'est à dire, le lieu où se manifestent à la fois sa vitalité et son existence sociale, dont elle fait le centre de ses affaires, en quelque endroit qu'elle soit appelée tant à les suivre qu'à les traiter, où se tiennent habituellement les réunions de ceux qui la dirigent, et se préoccupent de ses destinées, le lieu en un mot, où elle a son principal établissement, qui dans un grand nombre de cas peut différer de celui où se trouve concentrée son exploitation industrielle ou commerciale." The Court of Cassation upholds this decision on the ground that the corporate (i.e., registered) office is le principal établissement only where "ce siège social, effectif et sérieux n'ait pas été transporté à l'étranger d'une manière purement fictive, dans le dessein d'échapper aux règles d'ordre public édictées par la loi française pour la création et le fonctionnement des sociétés." The solitary argument that we can see in favour of this construction of the Convention is the maxim Fraus corrumpit omnia. this maxim can hardly be applied in the face of the express terms of an international treaty, and every other consideration is adverse to the view to which the French courts have committed themselves. It imparts the utmost uncertainty to the position of English companies in France. It will harass their freedom of action by compelling them to adjust their operations so as to show that they are larger at one place than at another. It will expose them to the risk of destruction or spoliation if they fail to conform to one or another system of legislation according to the fluctuations of their local turn-overs. If the Convention of 1862 does not prevent results of this kind, it is utterly useless and ought to be immediately amended.

INTEREST IN LIEU OF NOTICE.

But

IT is clear law and settled practice that a mortgagee is entitled to six months' notice by the mortgagor, of his intention to pay off the mortgage moneys and that, if this notice be not given, six months' interest must be paid instead. If a mortgagee has appointed a receiver under the Conveyancing Act 1881, is he still entitled to six months' notice, or six months' interest in lieu thereof? Probably to this question nine conveyancers out of every ten would answer, " No, certainly not." Yet the point is involved in great doubt, and there is no definite case law on the subject. Under the Act of 1881 a mortgagee, or person deriving title under the original mortgagee, when the mortgage is made by deed, may appoint a receiver of the income of the mortgaged property, or of any part thereof when he is entitled to exercise the power of sale given by the Act (sect. 19). Sect. 24 states that the receiver shall be deemed to be the agent of the mortgagor, i.e., the person entitled to redeem, who shall be solely responsible for the receiver's acts or defaults, unless otherwise provided for in the mortgage deed. And this, coupled with the fact that the Act gives the receiver no power of leasing, has led text-writers to state that the appointment of a receiver by a mortgagee does not oust the mortgagor from possession: Second Sheet.

(Coote; Elphinstone; and see Jefferys v. Dickson, 14 L. T. Rep. 208; L. Rep. 1 Ch. 183). Clearly the Act does not go so far as this, for, by the same section, the receiver may sue for the income of the property or give receipts for the same in the name of the mortgagee; and it has been held that, in the case of leases made previously to the mortgage or made after the mortgage under express powers of leasing, the receiver must distrain in the name of the mortgagee. The truth is, the English theory of possession is very complex, and although, it is admitted, the possession of a receiver appointed by the mortgagee is for some purposes the possession of the mortgagor, yet it were too much to hold that the mortgagee thereby obtains most of the advantages of taking possession without any of its liabilities.

But is the question really one of possession at all? Undoubtedly, if a mortgagee personally or by his agent take possession, he is entitled to no interest in lieu of notice. Is the inverse position correct, that if the mortgagor remain in possession the mortgagee necessarily obtains his interest in lieu of notice? In Smith v. Smith (65 L. T. Rep. 334; (1891)

3 Ch. 550), after stating the general rule as to six months' interest in lieu of notice, Mr. Justice Romer pointed out that, without doubt, this rule is subject to certain exceptions, and he declared that the true test is, "Has the mortgagee taken steps to enforce the payment of his debt ?" The question then amounts to this: Is the appointment of a receiver by a mortgagee a step taken to enforce payment of the mortgage debt? The cases on the subject are these, but in all of them the steps taken by the mortgagee was unequivocally a step towards the recovery of the principal sum: Letts v. Hutchins, 1871 (13 Eq. 176), Banner v. Berridge (44 L. T. Rep. 680; (18 Ch. Div. 254), and Prescott v. Phipps (23 Ch. Div. 372).

It may be that from the fact that the appointment cannot be made until the power of sale become exercisable, and that a receiver is not only entitled to pay out of the income received by him the interest accrued due, but also disbursements for fire insurance, and that whether the mortgagor covenanted in the mortgage deed to insure or not, and also his own commission, that the appointment of a receiver would come under one of the exceptions to which Mr. Justice Romer referred. And undoubtedly the appointment of a receiver by a mortgagee is bringing very strong pressure to bear upon the mortgagor, and indirectly, at least, is a step taken to enforce the payment of the principal sum. But, in the absence of authority, it would be unwise to hazard an opinion as to whether this would or would not deprive a mortgagee of his interest in lieu of notice. JOHN WATSON.

LENDER OR PARTNER?

BEFORE the House of Lords gave the celebrated judgment in the leading case of Cox v. Hickman (3 L. T. Rep. 185; 8 H. L. Cas. 268) in the year 1860, it was understood that a person by merely sharing the profits of a business became liable as a partner. The cases of Cox v. Hickman (ubi sup.), Bullen v. Sharpe (14 L. T. Rep. 72; L. Rep. 1 C. P. 86), Mollwo, March, and Co. v. The Court of Wards (L. Rep. 4 C. P. 419), and Badeley v. The Consolidated Bank (59 L. T. Rep. 419; 38 Ch. Div. 238), however, establish the true view, namely, that, although a right to participate in the profits of a business is a strong test of partnership, yet it is not conclusive evidence. Whether the relationship of partnership does or does not exist is a question more of fact than of law, and must depend upon the whole of any contract made between the parties, the real intention of the parties, and their conduct. A recent exemplification of this important rule is found in the bankruptcy case of Re Young; Ex parte Jones (75 L. T. Rep. 278; (1896) 2 Q. B. 484). A. lent B. £500 in B.'s business of a manufacturing confectioner. A. was to have the sole control and management of the business, and an option was given to him -which, however, he did not exercise-of becoming a partner with B. in the business within a certain period. A. was to be paid "out of the profits" of the business for the use of his money a certain weekly sum, and B. was to draw a like sum. Mr. Justice Williams decided-and this is important to be noted that a contract that a person shall receive a fixed sum 66 out of the profits" of a business is equivalent to a contract that he shall receive "a share of the profits" within the meaning of sub-sect. 3 (d) of sect. 2 of the Code. Here the fund out of which the weekly payments were to come is distinctly fixed, and it is not necessary that A. should have the right to a certain rate of profits out of the whole of the profits earned; and his Lordship further decided that the presence of the clauses giving such large powers of control to A. did not show that a partnership was entered into between the parties. Accordingly his Lordship held that, under the circumstances, A. was not a partner in the business.

Five years after the decision in the case of Cox v. Hickman the Ministry of the day framed and promoted, and the Legislature passed, the now repealed Partnership Law Amendment Act 1865 (28 & 29 Vict. c. 86), a statute which is commonly known to all lawyers as Bovill's Act. An eminent elementary text-book writer wrote that a beneficial change in the law had been made by this Act, and many thought at the time that such was the case. In reality, however, the Act merely declared the law as settled by the House of Lords in the leading case,' and is the more remarkable as it added little or nothing to the effect of that decision.

In truth, in the opinion of a-if not the-most eminent authority, the law now is that no person who does not hold himself out as a partner is liable to third persons for the acts of persons whose profits he shares, unless he and they are really partners inter se, or unless they are his agents (Lindley Part., 6th edit., p. 57). In order to assist the reader to appreciate this proposition, we would select another typical case which came before the late Master of the Rolls, where two mercantile gentlemen -Mr. J. R. Ross and Sir Thos. G. A. Parkyns-agreed in writing that a

certain underwriting account should be continued and subscriptions made in Sir Thomas's name alone, policies, losses, and averages to be settled and signed by him, or by Mr. Ross as his agent; that Mr. Ross should attend to the business; that Mr. Ross should keep the books and accounts, obtaining assistance "subject to the approval of Sir Thomas;" that Mr. Ross should be paid a "salary" of £150 a year; that Sir Thomas should have four-fifths, and Mr. Ross one-fifth of the profits; that if any net loss should "accrue to Sir Thomas " he alone should bear the same; that unexpected claims in any year should be met by Sir Thomas and Mr. Ross proportionately to their share in the profits, Mr. Ross paying no more than his share of profits in that year. Sir George Jessel at once pointed out that there was not a word about partnership in the memorandum of agreement, and, having regard to the whole of the contract, held that Sir Thomas was the owner of the business and Mr. Ross his servant, and that the contract was one of hiring and service, and not of partnership: (Ross v. Parkyns, 20 Eq. 331).

Agreements such as those under consideration are usually made between a father or rich relative and a young man or woman commencing business, or between a person in business and an intending manager with capital, who possibly aspires to presently become a partner. The terms vary very much, according to the position of the parties and the surrounding circumstances. No two agreements will be found exactly alike save in this: that, while the lender is willing to take a greater risk than is customary, he desires to have the immunities of a creditor;-while he may think he will, and should have, some indirect hold over affairs in case the business is not a success, at the same time, he does not wish to undertake the liabilities of a partner. To effect these intentions it is, as we have seen, necessary that the arrangements and conduct of the parties shall not amount to the business being carried on by the lender as principal or by persons acting on his behalf. It will hardly be anticipated that a subtle device or juggle to conceal the fact that the parties are really partners will pass muster. And it may be noticed that no ingenious statement that a contract for the loan is made under the section of the Code will avail to take the case out of the general law. For example, in Ex parte Delhasse; Re Megerand (38 L. T. Rep. 106; 7 Ch. Div. 511) the agreement was expressed to be an agreement for a loan to a partnership under sect. 1 of Bovill's Act, and contained a declaration that the lender should not be a partner. Nevertheless, the Court held that the lender would be a partner if the result of the agreement, fairly construed as a whole independently of the reference to the Act and the declaration, be to give him the rights and impose on him the obligations of a partner, and in the result the Court held that in this particular case the lender was a partner.

The reader will now be prepared to study the 'sections in the Partnership Act 1890, or, as we have called it, the Code, which aptly declare the law on the subject. We would, however, by way of preface, call attention, first to the fact that whereas the Code requires a contract for a loan to be in writing and signed, a contract for an employe's remuneration may be verbal. The effect and operation of a verbal contract for a loan has yet to be judicially determined. Secondly, in Re Young, before referred to, A. after the agreement made further advances, and altogether advanced £663 to B. Subsequently B. became bankrupt, and A. claimed to prove for this sum. The trustee in bankruptcy refused to admit the proof. Mr. Justice Williams, although he held that A. was not a partner, held that, as A. was in the position of a person who was receiving "a share of the profits" of the business, A. under sect. 3 could not prove until all the other creditors had been satisfied.

53 & 54 Vict. c. 39, s. 2. "In determining whether a partnership does or does not exist, regard shall be had to the following rules : (3) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but the receipt of such a share, or of a payment contingent on or varying with the profits of a business, does not of itself make him a partner in the business; and in particular-(a) the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not of itself make him a partner in the business or liable as such. (b) A contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not of itself make the servant or agent a partner in the business or liable as such. (d) The advance of money by way of loan to a person engaged, or about to engage, in any business on a contract with that person that the lender shall receive a rate of interest varying with the profits, or shall receive a share of the profits [Re Young; Ex parte Jones, ubi sup.], arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business, or liable as such. Provided that the contract is in writing, and signed by or on behalf of all the parties thereto.

Sect. 3. "In the event of any person to whom money has been advanced by way of loan upon such a contract as is mentioned in the last foregoing section being adjudged a bankrupt, entering into an arrangement to pay his creditors less than twenty shillings in the pound, or dying in insolvent circumstances, the lender of the loan shall not be entitled to recover anything in respect of his loan other creditors of the borrower money or money's worth have been satisfied."

until the claims of the for valuable consideration in

WARNING TO INTENDING HOUSE PURCHASERS AND LESSEES.-Before purchasing or renting a house have the sanitary arrangements thoroughly examined, tested, and reported upon by an expert from Messrs. Carter Bros., 65, Victoria-street, Westminster. Fee quoted on receipt of full particulars. (Established 21 years.)-[ADVT.]

COMMENTS ON CASES.

THE proper rate at which interest is to be reckoned in cases where estates are being administered by the court, or where apportionment has to be made between capital and income under the Howe v. Dartmouth rule, has been the subject of consideration in some recent cases. Learned judges. feel that, in these days of lessened income derived from what are known as "gilt-edged" securities, the rate of 4 per cent. is more than securities authorised by the court, or by a prudent settlor, will produce. Still, as pointed out by Mr. Justice Stirling in Re Hill's Settlement Trusts; Hill v. The Equitable Reversionary Interest Society Limited (75 L. T. Rep. 477), the rules as they now stand provide for a 4 per cent. rate. Nevertheless Mr. Justice Kekewich, in the case of a reversion of a testator who died in 1854, held that, as to the apportionment between capital and income, interest at 3 instead of 4 per cent. ought to be adopted as the basis of calculation. Re Goodenough; Marland v. Williams (73 L. T. Rep. 152;. (1895) 2 Ch. 537): Mr. Justice Stirling in the above case, while suggesting that there might be a change in the rules, the rate of interest not being specified upon charges, gave interest at 4 per cent., and the Court of Appeal was stated in the course of the argument to have adopted this rule in an unreported case.

IN considering whether public buildings, such as docks, harbours, and wharves, should be rated, the House of Lords, in The Mersey Docks and Harbour Board Trustees v. Cameron in 1865 (12 L. T. Rep. 543; 11 H. of L. Cas. 443) arrived at the conclusion that, not being excepted from the statute of Elizabeth (43 Eliz. c. 2), they were liable unless used for the service of the Crown, the Crown not being named in the original Poor Law Act, and consequently, according to elementary principles not being bound thereby Magdalen College case (11 Rep. 74). In the case of The County Council of Middlesex v. The Assessment Committee of the St. George s Union (75 L. T. Rep. 464) the liability to poor rate of the usual premises occupied by county councils and their officials consisting of a county hall, committee rooms, offices used by the clerk of the peace and the county surveyor, &c. was raised, portions of the premises being used by the county council jointly with quarter sessions. The Court of Appeal, affirming the Queen's Bench Division (Ibid. p. 153; (1896) 2 Q.B. 143held, following the Mersey Docks case, that being used for public purposes) the building was rateable, as to such parts of the building as were not used by the justices for any purpose, and as to those parts which were used both by the county council and by the justices for administrative as distinguished from Crown purposes the county council to the extent to which they occupied this part was rateable.

THE chief importance of the decision of the House of Lords in the appeal from the Court of Session in Scotland in Currie v. McKnight (75 L. T. Rep. 457) clearly lies in the unanimous opinion expressed that the Admiralty law in Scotland, derived as it is from the same sources, and however much the common law of the two kingdoms may differ, is the same as that in force in England-a question upon which some of the learned judges in the court below had expressed a different opinion. In this case the appellant had unsuccessfully asserted a claim for maritime lien against a vessel of which the respondent was owner, on the ground that by an act of navigation of the respondent's ship his own had sustained damage. Some of the opinions expressed in the Court of Session went the length of denying that the doctrine of maritime lien which exists in England in cases of collision is known in Scotland. The House of Lords expressed dissent from this view, agreeing with the law laid down in The Bold Buccleugh (7 Moo. P.C. 267) where a plea of a purchaser for value without notice, which would have availed in the case of the equitable vendor's lien on realty, of a Scotch vessel which was the subject of a maritime lien in rem for collision in English waters, was held to be unavailing. Counsel for the respondent contended that this decision was erroneous, but although not of that opinion, the House of Lords decided the appeal in their favour on the facts, on the ground that there had been no collision, and that the respondent's vessel had not done the damage but the personal act of the respondent's agents (cf. Dicey on Conflict of Laws, p. 263).

THE cautious advice given at p. 449 of Lindley "On Partnership," that care should be taken to express explicitly what the intentions of partners may be with reference to the goodwill of their business upon death or retirement, comes to mind when considering the case of Page v. Ratcliffe (noted ante, p. 292). The doubt raised in that case was as to the propriety of including or excluding a valuation of a goodwill of a partnership, where the articles provided that, under the circumstances which happened, the "property, stock, goods, and effects then employed or used in carrying on the said business," should be appraised. Lord Romilly, in Hall v. Hall (20 Beav. 139), had disallowed a valuation of goodwill in the case of a retiring partner, where the articles stipulated for valuing the "property, credits, and effects"; but in a more recent case (Hall v. Burrows, 9 L. T. Rep. 560) Lord Westbury held that the goodwill and trade mark should be valued separately, where the articles referred to the partnership" stock." Mr. Justice Stirling decided that the last named case was applicable. and, his decision having been affirmed, additional sign is given of the more modern tendency to regard goodwills as a definite form of property. So also in Reynolds v. Bullock (39 L. T. Rep. 443; 47 L. J. 773, Ch.) "property and effects were looked upon by Vice-Chancellor Hall as a distinct portion of the partnership assets, and the goodwill was held to be a matter for valuation. In Stewart v. Gladstone (40 L. T. Rep. 145; 10 Ch. Div. 626)" estate and effects "in partnership articles were looked upon by Jessel, M.R., James and Bramwell, L.JJ., reversing Fry, J., as not capable of including goodwill for valuation. This case, however,

,,

is distinguishable. for there a retiring partner was by the articles to be paid a sum of money calculated upon his share of the average profits of three preceding years. The decision went upon the footing that merchants did not usually include goodwill in annual accounts, and the system of valuation indicated by these articles pointed to no intention of this kind.

OCCASIONAL NOTES.

Our apologies are due to Mr. Justice Condé Williams for reproducing statements from the daily press to the effect that he had shot himself. Those of our readers who read our leading columns would have seen that the gentleman in fact was Mr. Monier Williams. Mr. Justice Condé Williams is alive and well. The learned gentleman has been much annoyed by the error. But we suppose he is very pleased that he is alive to correct it; so that, on the whole, we trust that no great pain has been caused. There will early in March next be an election by the Council of Legal Education to the readership in "Roman Law, Jurisprudence, and International Law." The council will be glad to receive, not later than Saturday, the 27th Feb., at the office of the council at Lincoln's-inn Hall, the names of any gentlemen who are desirous of being appointed, together with any testimonials they may wish to submit to the council.

A provisional list will be published each Saturday morning at 11.30 of actions in the Queen's Bench Division next in order for trial, from which Monday's list will be made up, and no other case will be inserted for trial on Monday. Cases may be withdrawn, if the officer of the court deems it advisable to do so, on the ground that such provisional list is too long for trial on Monday. To facilitate this course, solicitors are requested to give early information to the officer of all actions that have been, or are likely to be, settled.

The Lord Chief Justice of Ireland will give a ball to meet the LordLieutenant and Countess Cadogan at Celbridge on the 1st March.

Mr. Olney, the retiring Secretary of State (U.S.A.), has been offered the Chair of International Law at Harvard College.

Mr. F. O. Crump, Q.C., contributes an article to this week's Queen, entitled "A Cyclist's New Year in the Lower Pyrenees."

Sir William Comer Petheram, who recently arrived from India, is staying at Prior's Court, Chieveley, Berkshire.

Mr. Justice Mathew was called away suddenly from Winchester on Wednesday morning, owing to the death of his second daughter, Sister Mary, of St. Philip.

In anticipation of the South African Select Committee's deciding to admit counsel to the inquiry, the Chartered Company have retained Mr. Pope, Q.C., and Mr. Pember, Q.C., to represent their interests.

In the Sheffield County Court last week his Honour Judge Waddy told a reverend plaintiff that "he would like to give him a text for his next Sunday's sermon."

"Specials" in Chancery is the sixteenth of a series of articles on "Our Judges and Famous Lawyers now appearing in Lloyd's Weekly Newspaper.

Chief Justice Strong, of Canada, is to shortly arrive in this country, when he will be sworn of the Privy Council, and will meet the Judicial Committee of the Privy Council at the Privy Council Court in Downing

street.

At Whitechapel County Court on Tuesday, when an interpreter was wanted, Judge Bacon selected a young Jewess who offered her services. She performed her duties in a most creditable manner, and was afterwards thanked by the judge.

The Lord Chancellor will pay a visit to the Lord-Lieutenant of Ireland and Countess Cadogan at Dublin Castle next month. The visit is interesting, because it is the first instance of a Lord Chancellor going beyond the "four seas while Parliament is in session, and the Great Seal will not accompany him, but be put in commission.

Probate has just been granted at the office of the District Registry at Wakefield of the will of Charles Bulmer, solicitor, of Blenheim Lodge, Leeds, who died some few months ago. The gross personalty is sworn at £64,608 38., and the net at £64,426 10s. 3d., the estate duty being assessed at £3320.

Mr. Balfour Browne, Q.C., delivered an address at a meeting of the London Chamber of Commerce on Wednesday on "The Railway and Canal Traffic Acts." He indicated that the attempt to regulate rates by the State had to a great extent failed, and offered various suggestions for remedial

measures.

The February Adjourned Quarter Sessions for the trial of cases arising on the south side of the Thames were opened on Wednesday at the Sessionshouse, Newington, before Mr. McConnell, Q.C. (chairman), Mr. Loveland Loveland (deputy-chairman), and other justices. The calendar contains the names of thirty-four persons charged with offences.

An action for negligence and breach of contract being called on before Lord Russell on Wednesday morning, before the case commenced, his Lordship called attention to the unsatisfactory system of pleading which was now so much in vogue. Pleadings were drawn, in which the senseless sinuosities of the statement of claim gave rise to redundant denials in the defence, and the result was that there were several pages of printed matter, where a few paragraphs would have sufficed. Such pleadings appeared to be drawn after the worst examples of the Court of Chancery.

The Law Courts branch of the Solicitors' Department of the Treasury, of which Mr. Hare is the principal, will very shortly have offices provided for it at the Royal Courts of Justice. The rooms to be allotted for this purpose are those lately occupied by the Official Referees and their staff before their transference to Portugal-street, and are situate in the main building.

The Selden Society will issue in the course of next week Vol. X. of its publications, "Select Cases in Chancery, A.D. 1364-1471," edited by Mr. W. Paley Baildon, F.S.A., with an introduction on the growth, early history, and procedure of the Court of Chancery. This volume represents the publication for the year 1896. Vol. XI. for 1897 is expected to follow very shortly, and will be a second volume of "Select Pleas in the Court of Admiralty," edited by Mr. R. G. Marsden.

Mr. W. R. McConnell, Q.C., Chairman of the London County Sessions, was on Saturday night entertained to dinner at Liverpool by the officials, overseers, and agents of the City Revision Court, over which Mr. McConnell had presided for twenty-eight years. The Town Clerk presided, and proposed the health of the guest of the evening, observing in illustration of Mr. McConnell's legal acumen and judgment that not one of his decisions had ever been reversed by the higher courts. During the evening an address was presented to Mr. McConnell.

During the hearing of a judgment summons in the Westminster County Court last Tuesday, the plaintiff's solicitor complained to his Honour that, although he had had orders of committal made against the defendant, the bailiff had not been able to arrest him, owing to the fact that he was a solicitor in practice, and that on every occasion when he was caught he alleged that he was on his way to one or other of the courts, and was not, therefore, liable to arrest. His Honour said that was how the law stood with regard to solicitors, and there could be no doubt that it was very much abused, and the sooner it was modified the better it would be.

The Lord Chancellor presided over a meeting of the Rule Committee of the Judges, which was held in his private room at the House of Lords on Wednesday afternoon, when there were present the Lord Chief Justice (Lord Russell of Killowen), the Master of the Rolls (Lord Esher), Sir Francis Jeune, Lord Justice Smith, Mr. Justice Romer, Mr. Justice Bruce, Mr. Cozens-Hardy, Q.C., M.P., and Mr. J. Addison (president of the Incorporated Law Society). The other two members of the committee, Mr. Justice Charles and the Solicitor-General (Sir R. Finlay, Q.C., M.P.), were absent, the former being on circuit and the latter engaged in the Law Courts.

The Slough and District Ratepayers' Association have promoted a petition to Her Majesty in Council for the exercising of the power given by sect. 4 of the County Court Act 1888 for the division of the County Court District of Windsor. There is a general feeling in the neighbourhood that it would be more convenient for persons living in the district traversed by the Great Western Railway, and for persons coming from London, if a court and registry were established at Slough. The Eton Rural District Council, Slough Urban District Council, and the councils of the parishes of Burnham, Farnham Royal, Upton-cum-Chalvey, and Stoke have joined in the petition.

Referring to the Venezuelan Arbitration Tribunal, Mr. Pickersgill asked the Attorney-General on Tuesday how it was proposed to make good to the Queen's Bench Division the loss occasioned by the withdrawal of Sir Richard Henn Collins from his ordinary duties in consequence of his membership of the Venezuelan Arbitration Tribunal. The AttorneyGeneral in reply said: It is wholly premature to consider at present the question of supplying the place of Mr. Justice Collins. The sittings of the arbitrators will not, I believe, take place before the middle of 1898, and I have no doubt that the Lord Chancellor and the Lord Chief Justice will, when the time comes, consider whether any arrangement is to be made in consequence of the learned judge being a member of the arbitration tribunal.

Mr. Charles Scott Dickson, Q.C., the Unionist candidate for the Bridgeton Division of Glasgow, is in his forty-seventh year, and is one of the best known and most highly respected members of the Scottish Bar. He is a graduate of Glasgow University, where he specially distinguished himself in mathematics and philosophy, and was called to the Bar in 1877, after having previously practised for a year as a solicitor in Glasgow. He succeeded Mr. Graham Murray last year as SolicitorGeneral for Scotland upon the latter being appointed Lord Advocate in room of Sir Charles Pearson, who was then raised to the Bench. In 1892 Mr. Scott Dickson contested the Kilmarnock Burghs, and in 1895 the Bridgeton Division of Glasgow, and was unsuccessful on both occasions.

The Examiners of Private Bills sat in both Houses on Tuesday to receive proof of compliance with the Wharncliffe Standing Order, which provides for the consent of the shareholders to any new legislation affecting the company's undertaking. There being no opposition, and the consent having been duly proved, the following Bills were ordered to be reported for second reading-namely: The New River Company Bill, the East London Water Bill, the Great Eastern Railway (General Powers) Bill, the Great Eastern Railway (New Lines) Bill, and the Gravesend and Milton Water Bill. The Union Bank of London has just lodged a petition against the London County Buildings Bill, whilst Mr. H. C. Richards has given notice of opposition to the City and West-end Railway Bill, Mr. Boulnois to the London County Buildings Bill, and Mr. Pickersgill to the City of London (Inclusion of Southwark) Bill. The second readings of the Brompton and Piccadilly-circus Railway Bill, the City and West-end Railway Bill, the City of London (Inclusion of Southwark) Bill, the Harrow, Uxbridge, and High Wycombe Railway Bill, and the West Suburban Railway Bill were fixed for Friday (yesterday).

The fact that a brother of Mr. Baron Fitzgerald, whose career we notice elsewhere, was a member of the Episcopal Bench-the late Right Rev. William Fitzgerald, who was bishop successively of the sees of Cork and Killaloe-is not without a parallel in English judicial biographies. Thus a brother of Lord Chancellor Thurlow, the Right Rev. Thomas Thurlow, was bishop successively of Rochester, Lincoln, and Durham, while two brothers of Lord Chancellor Ellenborough attained episcopal rank. His eldest brother, Dr. Thomas Law, was bishop successively of Clonfert, Killaloe, and Elphin, and his youngest brother, Dr. George Henry Law, was Bishop of Chester, and subsequently transferred to the see of Bath and Wells.

The patriarchal age of eighty-nine years attained by Mr. Baron Fitzgerald reminds us that, in the present century, there are several instances of Irish legal dignitaries whose lives were prolonged far beyond the usually allotted period. The Right Hon. James Vesey Fitzgerald, who had filled the great office of Prime Serjeant, whose holder took precedence of the Irish Attorney-General, which he vacated in 1799, died in 1829 in his ninety-first year. Lord Norbury, who was Chief Justice of the Irish Court of Common Pleas from 1800 till 1827, died in 1831 in his ninety-second year. Lord Plunket, who was Lord Chancellor of Ireland from 1830, with a short interval, till 1841, died in 1854 in his eightyninth year; and the Right Hon. Thomas Lefroy, who was Lord Chief Justice of Ireland from 1852 till 1866, died in 1868 in his ninety-third

year.

Probate of the will, dated the 20th July 1888, of Mr. Thomas Michael Ellison, of Ryecroft House, Glossop, Derby, solicitor, Town Clerk of Glossop, and Registrar of the Glossop County Court, who died on the 29th Nov. last, aged seventy-three years, leaving personal estate valued at £9533 4s. 4d., has been granted to his son, Mr. Francis Bede Ellison, of Holly Grove, Hollingworth, Chester, manager of printworks, to whom the testator bequeathed £100 and his books, including his law-books. He bequeathed his furniture and household effects to his daughters, Esther, Mary, and Ellen, and to them and his sons, Cyril and Noel, £20 each. Mr. Ellison left his residuary estate in trust for his sons, Francis, Cyril, and Noel, and his daughters Esther, Mary, Ellen, Edith, and Eliza. His shares in Francis Summers and Co. Limited, may be retained in their present state of investment.

At the Mansion-house Police-court, on the 9th inst., James Charles Stockwell, of Middlesbrough, attended before the Lord Mayor on a summons, at the instance of the Incorporated Law Society, charging him with having wilfully and falsely pretended to be a solicitor. Mr. Humphreys, solicitor, prosecuted. The pretence was contained in a letter written to the Pearl Life Assurance Company in respect of a claim made upon a policy which the company disputed. The defendant ultimately wrote that he had been consulted by the father of the deceased, and he gave them notice that unless the amount was paid within three days he should take legal proceedings to enforce payment. The defendant said he wrote the letter as a friend of the family, and had no expectation of reward of any kind. The Lord Mayor dismissed the summons, but said the defendant had sailed very near the wind.

The annual report of Mr. Registrar Home, of the Swansea District Registry, states that during the past year there were 489 writs and payments were recovered for £36,202. During the last twelve years that the present Registrar has held office the judgments recovered amounted to £250,000. This remarkable result does not include actions for the recovery of land, Chancery cases where the rights of partners have been adjudicated in chambers, or any other cases which do not consist of a simple money claim, and it is, of course, entirely distinct in every way from the work of the County Court. In the County Court 8051 plaints were issued, this being the first time where the total has exceeded 8000. There were 2137 judgment summonses, resulting in 1105 warrants of committal. There were 51 petitions in bankruptcy. The number of defended cases in the County Court was 379, in 60 of which judgment was given for the defendants. The total amount recovered was £17,080.

A correspondent writes:-It is to be hoped that among the next improvements to the Royal Courts of Justice undertaken by the Office of Works will be the ventilation of the corridors outside the different courts. Nothing could be worse than the present state of these passages; the atmosphere is close and nauseous, and, except in the middle of summer, the windows are never opened. Practitioners and others interested in the different cases have to spend a good deal of time in these passages, and it is scandalous that they should be obliged to breathe so unwholesome an air. Something might be done by the judicious management of the existing windows, or by the placing of simple ventilators in the present windows, with instruction to the officers on duty in the passages to keep them open so long as the air in the passages does not fall below a specified temperature. The Council of the Bar would do well to press this point on the authorities.

The February Sessions for the jurisdiction of the Central Criminal Court were opened at the Sessions House, in the Old Bailey, on Monday, before the Lord Mayor and Sir Charles Hall, Q.C., M.P., Recorder of London. The calendar contains the names of sixty-five persons for trial, and the following is a summary statement of some of the offences charged: Murder, one; attempting murder, four; manslaughter, one; abduction, one; arson, two; bigamy, two; burglary, four; conspiracy, eleven; explosive substances, four; forgery, five; housebreaking, four; larceny, six; letter-stealing, three; misdemeanour, seven; receiving stolen goods, two; robbery with violence, six; and wounding, one. In the course of the morning the Recorder was unable, through illness, to continue the hearing of the cases in his list. The cases in the Recorder's list were consequently heard before the Common Serjeant, Mr. Commissioner Kerr disposing of the business in the Common Serjeant's court.

In the grand old hall of the Middle Temple on Wednesday, in the presence of his Royal Highness the Prince of Wales, before the treasurer, the deputy-treasurer, Master C. H. Hopwood, Q.C., and the distinguished guests invited to attend by the Honourable Society, Shakespeare's "Twelfth Night" was acted for the second time. The interval that had elapsed between the performances was a very considerable one. Originally it was played in the spacious days of Queen Elizabeth. On Wednesday, Feb. 10, 1897, it was repeated in the Diamond Jubilee Year of Queen Victoria. The admirable Elizabethan Stage Society, under the direction of Mr. William Poel, took the matter in hand, and the Middle Temple Hall, excellent for sound and beautiful to look upon, presented quite an Elizabethan appearance, with the scarlet attendants, hatted and plumed and carrying halberds after the fashion of the Yeomen of the Guard or Beefeaters, whose quaint costume is preserved to this day. Among those present were the Lord Chancellor (Lord Halsbury), Lord Russell of Killowen, L.C.J., Lord Esher, Master of the Rolls, Lord Justice Lindley, Lord Justice Chitty, Mr. Justice Stirling, Mr. Justice Wright, Sir R. E. Webster, Q.C., M.P., his Honour Judge French, his Honour Judge Bagshawe, Mr. P. C. Gates, Q.C., treasurer of the Inner Temple, the Rev. Alexander, Reader of the Temple Church, and many others. In the House of Commons on Wednesday, Mr. Kemp moved the second reading of the Preferential Payments in Bankruptcy Act (1888) Amendment Bill. The hon. member explained that by the Act of 1888 it was provided that in the distribution of the property of a bankrupt, or the assets of a company which had to be wound-up, certain debts should have priority over all others. These were, first, local rates, and assessed taxes not exceeding one year's assessment; secondly, the wages or salary of a clerk or workman not exceeding £50 for services performed during four months prior to the winding-up order; and, thirdly, the wages of a workor labouring man not exceeding £25 for services rendered prior to that date. No provision, however, was made in that Act for the payment of these claims when the assets were not sufficient to do more than cover the claim of the debenture-holders, and the object of the present Bill was to give these debts priority over the claims of debenture-holders.-Mr. Ascroft, in supporting the second reading, said the Bill was promoted in the interest of the textile operatives of Lancashire, which was honeycombed with limited liability companies. Most of these companies now issued floating debentures, which covered every stick and stone the company possessed, and consequently in the winding-up the workman lost the capital he had in his wages.-After some remarks from Sir C. Dilke, Sir A. Rollit, Mr. Broadhurst, and Mr. Hopkinson, the Solicitor-General, on behalf of the Government, assented to the second reading.-The Bill was then read a second time, and referred to the Standing Committee on Law.

man

Mr. Samuel Learoyd, a solicitor of Huddersfield, is the author of an invention, which has been taken over by Messrs. Waterlow and Sons Limited, to overcome the necessity of using a pencil or stylo in the manifolding of letters, and to secure that a letter can be written with any ink and any pen upon a good stout paper; that the letter shall never be presscopied, so as to avoid smudging or the appearance of copying, but that the copy shall be produced by a process which will allow of the copy being press-copied at any future time, the whole thing being produced at a very reasonable cost. The secret, it appears, consists in having a rough paper, which unconsciously catches the points of the pen, upon which to write, but which yet is quite easy to write upon, and alternating these rough sheets of paper with sheets of thick, absolutely smooth paper, without any serrations upon it, and then having a specially prepared carbon prepared with a material which will press-copy, and, as these carbons are unpleasant to handle, they have a clean margin so that the fingers are not soiled at all. In small offices it will avoid any necessity of keeping any press-copy letter-book, and where one is kept it will allow of a second copy being retained to put with the papers or with the letter to which it is an answer, and in large offices it allows of a solicitor writing letters away from his office, and taking copies of them without any press-copy letter-book or any necessity for copying by hand, and it, of course, allows for the heading to be printed upon both the original and the copy. The invention promises to be useful.

NOTES OF RECENT DECISIONS NOT YET REPORTED.

BY OUR REPORTERS IN THE SEVERAL COURTS.

COURT OF APPEAL.

Company-Memorandum of Association - Articles of Association-No Provision for Priority of Shares Alteration of Articles-Issue of Preference Shares Validity - The Companies Act 1862 (25 and 26 Vict. c. 89), s. 12.-A limited company was empowered by its memorandum of association to increase its capital as provided by the articles. The articles provided that the company might increase its capital, any such increase to be considered as part of the original capital, and to be subject to the same provisions. There was no provision in the memorandum or the original articles for the priority of any shares. The company altered their original articles, and purported to issue non-cumulative preference shares by way of increase of capital, subject to certain restrictions. Held, that the issue of the preference shares was intra vires. Held also, that the company had power under sect. 12 of the Companies Act 1862 to issue such shares without any reference to such power in the memorandum of association. Hutton v. The Scarborough Cliff Hotel Company (13 L. T. Rep. 57: 2 Dr. and