In the House of Lords for the first time prejudice was thrown aside, and the law of England simpliciter was made the standard of decision. And the law lords decided, accordingly, in favour of Mr. Salomon.

It is not for the first or second time that the House of Lords have had to insist on the true principle of the interpretation of statutes, as they did here in the impressive words of the Lord Chancellor: "Whether such a result be right or wrong, politic or impolitic, I say, with the utmost deference to the learned judges, that we have nothing to do with that question, if this company has been duly constituted by law; and whatever be the motives of those who constitute it, I must decline to insert into the Act of Parliament limitations which are not to be found there." Long may the House of Lords continue to apply this principle; it is there, and there only, that it has hitherto obtained in all its fullness.

A man's wife and daughter and sons may be his "nominees"; but in giving each of them a share he gives them something which is more than nominal. He gives them a power of making things unpleasant, which some husbands and fathers might find in the end was a thing beyond mere legal fictions. This shows that the subscribing of the six shareholders to the memorandum of association was not altogether unreal. The House of Lords found nothing unworthy or dishonest in Mr. Salomon's conduct, and did not admit the "mere scheme" argument. Nor, if it was a mere scheme," was this any reason why it was necessarily an unsuccessful scheme. Scheming just to come within an Act of Parliament may not be a high or noble purpose, but it is clearly not an illegal one. And the appellant had succeeded in keeping within the letter of the law, while the "true intent and meaning" of the Act must be collected from its words, and not from any vague speculations on the subject.

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"One-man companies" will probably spring into existence now with great rapidity; but let it be remembered that Parliament may take this evil, if it be an evil, into its consideration at no distant day; and let it also be remembered that a scheme to defraud will remain a scheme to defraud in spite of this decision.

Another contributor writes :

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:-

The judgment of the House of Lords in the Aron Salomon's case, reversing the decision of Mr. Justice Williams, upheld in the Court of Appeal by Lord Justice Lindley and other judges, is of enormous importance to the legal and commercial world. It establishes that, although a company in substance and intent is merely a "one-man company," yet, if the memorandum of association has been duly registered by seven persons, with one share each, it is immaterial whether those persons are mere nominees or dummies." This doctrine, laid down in the highest Court of Appeal, is of far-reaching effect; not only in this country, but wherever statutory companies are allowed to be incorporated by registration. The system of one-man companies prevails extensively in the United States, and the propriety of the decision in the English court of first instance was greatly questioned by American legal authorities. Mr. Justice Williams held that the company was merely a creation of Salomon, and that he carried on his business throughi t. In other words, that Salomon was the principal, and that the company was his agent, and that, therefore, he was liable to pay the debts contracted by his agent. The Court of Appeal agreed with the learned judge, but suggested that the company was a trustee for Salomon rather than his agent, and said that the formation of the company, with the agreement and the issue of debentures to Salomon, were merely schemes to carry on business in the name of the company, with limited liability, contrary to the true intent and meaning of the Companies Act of 1862. Notwithstanding the decision of the House of Lords, it is quite clear that this is in accordance with the intention of Parliament. In 1853 the question of extending limited liability to single traders was fully considered by a Royal Commission on mercantile law and the law of partnership, and the commissioners reported against

it.

Lord Curriehill pointed out that any trader could limit his liability by giving notice to creditors before contracting debts of the amount of capital he had invested in the business, and that he declined to be liable to any greater extent-a view of the existing law curiously enough to which Lord Bramwell assented. All the same, the system of limited liability has never gone

Further, it

further than associations of at least seven persons. seems fairly certain that Parliament intended it to be a real association of seven persons, because sect. 48 of the Act of 1862 provided that, if a company carried on business with less than seven members, for a period of six months, all the remaining members who knew of this were to be personally liable for the debts contracted by the company. Of late years, and since the issue of Mr. Palmer's treatise on private companies, the system has prevailed largely of forming companies of one, two, or three persons, making up the necessary number by giving clerks one share each, which they never really held or paid for. This practice has now been affirmed by the House of Lords as perfectly valid; so that any person, or any number of persons, may trade with limited liability by getting the necessary number of nominees to sign for one unpaid share each. Now that this question has been definitely raised, it will, no doubt, call for the early attention of the Legislature.

RESTRAINT ON ALIENATION.

THE case of Re Elliot; Kelly v. Elliot (75 L. T. Rep. 138) calls attention to a canon of construction which is apt to be overlooked. The layman's idea is, that his house or his horse is his absolute property to do what he wills with, and that any disposition of it clearly expressed in his last will and testament will be carried out-it may be in a roundabout way, by the fiction of a trust or a power-but still in the end carried out. And when taking instructions for a will, or even a settlement, from a layman— more especially a layman who has a good opinion of himself and of his knowledge, and who is impatient and restive of alteration in his apparently simple arrangements-the fear is that the practical man will unwittingly overlook some technical rule that is not brought into prominence in daily work, and may live to find his work and reputation unfortunately undone thereby.

It is ever a slovenly and bad habit to pass over a term or phrase of art without precisely arriving at and thoroughly comprehending its import. When, therefore, we speak of restraints on alienation, we may well stay to consider, first of all, in what ways such restraint can be imposed. Restraint on alienation can, it will be found, be imposed in many ways, and may operate as either a partial or a total restraint. First, alienation can be prohibited to a particular person or persons, or to a certain class of individuals. Or alienation may be restricted to or during a certain time. Or it may be prohibited in a certain mode, e.g., by mortgaging or by devising by will. Or the restraint may include all these and be a total prohibition. In considering the terms and legal virtue of any particular condition of restraint, it is highly important to keep this rudimentary analysis in mind, and, in view of the authorities-to be presently referred to upholding some partial restraints on the disposing power of a beneficial owner, it becomes necessary in many cases to discriminate and weigh the actual proportion of these different kinds of restraint, and of the particular one imposed in the case in hand.

A power of alienation is generally incident to and inseparable from the beneficial ownership of real or personal property, except in one instance well known to conveyancers since the time of Lord Thurlow. Any condition against sale or alienation purporting to be annexed to such ownership is usually void and of no effect. "If a feoffment be made upon this condition, that the feoffee shall not alien the land to any, this condition is void." Such is the translation of Littleton's words (Litt. sect. 360); and Sir Edward Coke, in the course of his commentary upon them, adds that. "So it is if a man be possessed of a lease for years, or of a horse, or of any other chattell, reall or personall, and give or sell his whole interest or propertie therein upon condition that the donee or vendee shal not alien the same, the same is void" (Co. Litt. 223a). And Littleton explains the reason: "Because when a man is enfeoffed of lands or tenements, he has power to alien them to any person by the law. If such a condition should be good, then the condition would oust him of all power which the law gives him, which would be against reason, and therefore such a condition is void: " (Litt. sect. 360).

So we may say that it is well established that, except in the case of a woman under coverture, if the most absolute rights of ownership known to the law be given to a man or woman over real or personal property, that property cannot be preserved to him or her despite his or her voluntary imprudence and involuntary misfortunes. To show this more plainly, and bring the proposition home to the mind, the reader need only sit down and write out at length what he understands and means by the expressions "in fee simple" or "absolutely" in the conveyance or gift of real or personal property. He will then more readily, and should at once, perceive how repugnant to reason the superadded condition in truth is. Or, if he prefer rather to consider cases, he may refer to such as Ware v. Cann (10 B. & Cr. 433), or Re Wilcock's Settlement (33 L. T. Rep. 719; 1 Ch. Div. 229). In the old case of Ware v. Cann we find that a testator devised land unto A. B. and his heirs for ever;" thus giving A. B. an estate in fee simple. But," he continued, "if in case A. B. dies without heirs, then to C. D."-a stranger in blood to A. B.--" and his heirs; or if in case A. B. offers to mortgage or suffer a fine or recovery upon the whole or any part thereof, then to go to C. D. and his heirs." It will be observed that these devolutions are not unlike the way in which a small landowner often tells his lawyer he desires to leave his property. The decision of the court becomes, therefore, the more interesting. It was this: that A. B. took an estate in fee, with an executory devise over

66

to take effect on conditions which were void at law; and that a purchaser in fee from A. B. would have a good title against all persons claiming under the will.

Further, it is worth noticing that, from the earliest times, the law of England has prohibited the introduction of new modes of devolution of property by operation of law. Within the limits prescribed by the rule against perpetuities, a man can, of course, direct his property to go according to any series of limitations he pleases; but he may not create a new mode of devolution by operation of law. If A. give real property to B. in fee simple, he therefore cannot say that in the event of B. dying intestate the estate shall descend, as is the case of tenements subject to the custom of Borough-English, not to B.'s eldest, but to. B.'s youngest son: (Holmes v. Godson, 8 De G. M. & G. 165; Re Wilcock's Settlement, ubi sup.).

Here, then, we have a clear principle, agreeable to the science of law, and easy and certain in application. It were perhaps well if we might stop here. It is impossible, however, to shut one's eyes to the fact that some exceptions, at all events, have been made to the general rule-exceptions, moreover, which certainly appear to the unsophisticated just as repugnant to the gift or grant as the conditions which are held void: (Daniel v. Ubley, Sir Wm. Jones, 137; Doe v. Pearson, 6 East, 172; Re Macleay, 32 L. T. Rep. 682; L. Rep. 20 Eq. 189). To translate some more of the words of the sage in the law whom we have already quoted, "If the conditions be such that the feoffee shall not alien to such an one, naming his name, or to any of his trustees, or of the issues of such an one, &c., or the like, which conditions do not take away all power of alienation from the feoffee, &c., then such condition is good: (Litt. sect. 361). Sir Edward Coke remarks that the reason here yielded is worthy of observation, and the late Sir George Jessel, in the case of Re Macleay (ubi sup.), explained that, according to Littleton, the test is, Does the condition take away all power of alienation substantially, and this either by express words or by the indirect effect of the frame of the condition? Yet, when fully considered, this test seems variable and unstable in its application, and it is apprehended the late Mr. Justice Pearson was quite right in saying, in his able judgment in Re Rosher (51 L. T. Rep. 785; 26 Ch. Div. 801), in which he criticises Sir George Jessel's conclusions and dicta in Re Macleay (ubi sup.), that it is perfectly impossible to say by any rule what exceptions are good and what are bad. Whether exceptions arose, gradually and by degrees, from policy or from hard cases, is a question for the antiquarian. This much, however, may be safely asserted, that any limited restriction upon alienation to stand good must be confined within legal limits, so as not to transgress the rule as to remoteness: (cf. Re Macleay (ubi sup.).

It only remains to add, that the wit of several generations of conveyancers has devised means whereby the intentions of testators and settlors can be, and have been, practically carried into effect. Almost daily provision is successfully made for improvident sons, or against the misfortune of bankruptcy, or for daughters who become religious sisters. Attention, care, knowledge, and skill are required, and the gift or settlement, properly worded and expressed to come within the four walls of the common and statute law, will be valid and effective. But the fact that by this ingenuity such gifts and settlements are now common, may of itself make the hasty or inattentive the more readily forget that the statements in law we have translated are enshrined in the pages of a work which is the fountain-head of English law, and that the law as stated still remains part and parcel of the living law of England at the end of the nineteenth century.

REVOCATION OF AGENT'S AUTHORITY.
AUTHORITY COUPLED WITH INTEREST.

A RECENT contribution has been made to the somewhat puzzling subject of the circumstances under which it is possible to treat as irrevocable an authority reposed in an agent. The mere fact of the agent's possessing some interest in the subject-matter of his agency is not in itself sufficient to render the authority irrevocable; the question rather is, what quantum of interest is sufficient to upset the general power of revocation given to a principal. The following cases, showing firstly some circumstances in which the courts have declined to uphold such an authority as irrevocable, and secondly those in which the contrary view has been taken, will serve to illustrate the difficulty and to point out the principle underlying.

In 1840 the case of Raleigh and others v. Atkinson (6 M. & W. 670), came up before Lord Abinger, C.B. There certain bankrupts, before becoming bankrupt, had delivered to an agent certain goods which were not to be sold under invoice prices. Subsequently the agent made advances to the bankrupts, and afterwards authority was given him to sell the goods at the best market prices. Relying upon this power the agent permitted his advances to remain for a considerable time unpaid, but at length, finding that market prices were falling, sold the goods and applied the proceeds towards the reduction of the advances. An action was brought on the ground that notice had been given to the agent to transmit the goods to England for redemption without sale; the agent contended that the authority to sell at the best market price was in consideration of the advances, and was irrevocable. After consideration Lord Abinger came to the reluctant conclusion that nothing had occurred which deprived the bankrupts or their assignees of the power to revoke the authority.

The following case may be passed over lightly, as it does not discuss the quantum of interest necessary to support a claim for irrevocability, but lays it down that revocation of a power, though coupled with an interest, is effectuated if the grantor die, on the ground that a valid act cannot be done in the name of a dead man: (Watson v. King, 4 Camp. N. P. 272; also reported 16 R. R. 790). The rule laid down in the case that acts done by the grantee in ignorance of the grantor's death are nullities is altered under sect. 47 of the Conveyancing Act of 1881, whilst

sect. 8 of the Conveyancing Act 1882 affects the law concerning irrevocable authorities.

In 1848 the case of Smart v. Saunders (11 L. T. Rep. 0. S. 178; 5 C. B. 895) raised the question, and it was reviewed elaborately by the judges. There goods had been consigned generally to a factor for the purposes of sale; upon the credit of these goods the factor advanced considerable sums of money to his principal. The latter had given orders that the goods should not be sold except at a certain price; but, on finding out that the principal did not accede to his claim for repayment of the debt, the factor proceeded to sell the goods, using his best discretion. It was, however, held that he was not justified in so doing, as the authority was revocable, notwithstanding it was coupled with an interest. Chief Justice Wilde, in the course of his judgment, said: "But, it is said, a factor for sale has an authority as such (in the absence of all special orders) to sell, and when he afterwards comes under advances he thereby acquires an interest; and, having thus an authority and an interest, the authority becomes thereby irrevocable. The doctrine here implied, that, whenever there is in the same person an authority and an interest, the authority is irrevocable, is not to be admitted without qualification." He proceeds to examine some of the authorities to which reference has already been made, and then continues: "The result appears to be that, where an agreement is entered into on a sufficient consideration whereby an authority is given for the purpose of securing some benefit to the donee of the authority, such an authority is irrevocable. This is what is usually meant by an authority coupled with an interest, and which is commonly said to be. irrevocable. But we think this doctrine applies only to cases where the authority is given for the purpose of being a security, or, as Lord Kenyon expresses it, as part of the security; not to cases where the authority is given independently, and the interest of the donee of the authority arises afterwards and incidentally only." In this case we see that, firstly, the goods are consigned for sale, hence the authority; secondly, the advances. are made, hence the interest. The result is not an authority coupled with," but rather "followed by," an interest. These circumstances may be, says Chief Justice Wilde, a good consideration for an agreement that the authority to sell shall be irrevocable, but independently of agreement this is not the effect. The doctrines thus formulated have been followed by the Privy Council in De Comas v. Prose (12 L. T. Rep. 682; 3 Moo. P. C. N. S. 158). There it was laid down that advances by a factor, either at or subsequent to his employment, do not alter the revocable nature of the authority unless such advances are made the consideration for an agreement that the authority shall not be revocable.

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The case of Walsh v. Whitcomb (2 Esp. 564), decided by Lord Kenyon in 1797, is one of the earliest cases dealing with the subject of authorities. coupled with interests. In this case the irrevocability of a power of attorney was sustained. The plaintiff, becoming insolvent, executed a power of attorney to B. authorising him to receive the debts due to him for the benefit of his creditors, to give receipts therefor, and with power to appoint a substitute. This was done, and H., the substitute, demanded and received payment of a debt due to the plaintiff by W. W. was in a short time again applied to for payment of the same debt by another person holding a subsequent power of attorney, whereupon he produced the receipt given him, and refused to pay a second time. An action being brought by the plaintiff against W., it was argued that the execution of the later power discharged the former, but it was held by Lord Kenyon that there were exceptions to the general rule of revocability where the power of attorney is part of a security for money, and generally in any case in which it is necessary to effectuate any security. Here the power was given as a part of a security, and was accordingly held to be irrevocable. Again, in 1830, the same ruling was given in the case of Gaussen v. Morton (10 B. & C. 731). There A., being indebted to B.,. executed a power of attorney in the latter's favour, authorising him by way of security for the debt to sell certain lands belonging to him. Subsequently an attempt was made to revoke this authority, but it failed, for Lord Tenterden, C.J., before whom the case was tried, held that it was irrevocable on the ground that the donee of the power was to apply the proceeds of sale in discharge of the debt due to himself. The most recent case on the subject is Re Hannan's Empress Gold Mining and Development Company ; Carmichael's case (75 L. T. Rep. 45; (1896) 2 Ch. 643), where P. promoted a company, whilst C. undertook by a letter in consideration of a commission to subscribe for shares up to a certain limit, the undertaking to be irrevocable. P. was authorised to apply on C.'s behalf for the shares. This undertaking was accepted by P., but C. withdrew his offer. P. however applied for the shares on behalf of C., and the latter was placedon the company's register. In an application to strike the name out the Court of Appeal, affirming Mr. Justice Stirling, held that C. was rightly so placed on the register, for P.'s authority to apply for shares was an authority coupled with an interest, the interest being that a portion of P.'s promotion money would be forthcoming.

The rule therefore is, that to render an authority when coupled with an interest irrevocable, we must find a sufficient consideration for the benefit given to the donee, and the authority must be given, not independently, but as a portion of the security for the fulfilment of the benefit conferred.

CIVIL JUDICIAL STATISTICS, 1894. (Continued from page 33.)

VIII. THE DIVORCE Court.

THE course of business in the Divorce Court appears from diagram No. 4 and the comparative table. [There are some discrepancies between the figures in the Judicial statistics and those in the Parliamentary Returns mentioned in note 18 at page 111. The latter have been made use of for

this introduction.] In the business of the court there has been a great increase. It has not been a regular increase. It was rapid in the early years of the court. For ten years, from 1867 to 1877, there was an almost unbroken rise, but of late the increase has been very small and irregular. The average annual number of petitions for divorce rose from 205 in 1858-62 to 533 in 1893-94, ie, 160 per cent. In the same period petitions for judicial separation rose from 61 to 110, or 82 per cent. The annual average of both has increased from 266 to 643. The years in which there was the largest number of petitions for divorce (581) was 1886 that with the largest number of decrees 1890. That the rate of increase has been far from uniform appears from this statement:

Percentage of Increase or Decrease over the Figures of the preceding quinquennial Period. Petitions for Judicial Separation.

Petitions for Divorce.

The Act was passed the 28th Aug. 1857.

These figures do not bear out the statement sometimes made that petitions for divorce are constantly increasing, and at an accelerating rate of progress. This was true, on the whole, up to 1887. The period in which there was by far the most rapid rise of petitions for divorce was in 1873-77. It was then no less than 45'8 per cent. higher than the figures for the previous five years. During 1878-82 and 1883-87 the rise was 19.8 and 12.9. For several years the number has been almost stationary.

The increase in both kinds of petitions was much the same until after 1876, when in accordance with a tendency observed in some other countries, the proportion of petitions for judicial separation diminished.

Writers on French and Belgian statistics of divorce have called attention to the fact that petitions for judicial separation steadily decrease as those for divorce increase. This is not true of Scotland, where the proportion of the petitions for judicial separation to the aggregate of petitions in 1858-62, 1863-67, 1868-72,1873-77, 1878-82, and 1883-87, was 154, 208, 18.5, 225, 227, and 25 8. But in England preference for divorce in recent times as a remedy is shown in the following percentages of petitions for judicial separation to the whole :

Notwithstanding the growing preference for the remedy of divorce, the average annual petitions for judicial separation were in 1893-94 more than twice as many as the average annual suits (40) for judicial separation in 1840-43. The movement in favour of divorce as against judicial separation is slow; there still exists a large class of persons prepared to seek a judicial separation but disinclined to resort to divorce.

What proportion of the petitions for divorce are by husbands, what proportion by wives? In England, as in other countries, there has hitherto been a marked difference between husbands and wives in this respect. Petitions for divorce have been resorted to much more often by men, those for judicial separation by wives. This difference is not to be entirely explained by the fact that in England the grounds for divorce are not the same in the case of husbands as in the case of wives; the difference is to be found in countries where the grounds of divorce for husbands and wives are alike. Late returns show that this difference still exists; the proportion of petitions for dissolution of marriage by husbands to petitions by wives was as 3 to 2 in 1888-92; those for judicial separation as 1 to 20. But, so far as petitions for divorce are concerned, the difference tends to disappear, as will be seen from the statement below, which shows an increase in the proportion of petitions for divorce by wives, and a slight decrease in the proportion of their petitions for judicial separation.

Percentage of the Total Number of Petitions presented by Husbands and by Wives.

1893-94

1888-92

1883-87

1878-82

1873-77

1868-72

1863-67 1858-62

71 36

67.73

71.50

73.13

73.28

62.25

72.00

53.66 (a)

68.59

66.56

69.92

71.92

68.39

67.15

69.23

(a) Exclusive of cases pending at the date of the return.

This table shows a much lower average of successful suits than in some countries. In France, for example, the percentage of successful petitions varied from 84 to 86 in the case of divorce, and 72 to 76 in the case of judicial separation.

It has often been pointed out that there is a similarity between the curve for suicides and the curve for petitions for divorce. It has also been alleged that the curve for marriages is similar to that for divorces. How far these statements are correct may be judged from diagram No. 4. A similarity in the early years between the curves for divorce petitions and suicides is observable; but it will be noted that of recent years there is a marked divergence,

The above figures cannot be safely used for purposes of statistical comparison without taking into account the orders made by courts of summary jurisdiction under the Matrimonial Causes Acts, 1857 and 1878. Orders made under section 21 of the former Act have the effect of judicial separations in regard to property, contracts, and the right of suing and being sued. Separation orders made under section 4 of the Matrimonial Causes Act, 1878, have "the force and effect in all respects of a decree of judicial separation on the ground of cruelty." During the years 1893 and 1894 the numbers of the last mentioned orders were as follows:

The large number of orders in Lancashire and Cheshire will be noticed. In the former, with a population of 4,000,000, were more than a fourth of the whole for England and Wales, and nearly twice as many as in the Metropolitan Police district (London, Middlesex, parts of Essex, Kent, Surrey, and Herts), with a population of above 5,500,000. In Cheshire, with a population of little more than 700,000, were in 1893 more than four times as many as in Somersetshire with a population of more than 400,000. In Lancashire, Yorkshire, and the Metropolitan Police district were more than one-half of the orders for all England and Wales. For the whole of Wales there were only 15 orders in each year, as compared with 810 and 1028 in England, that is to say, 68 times as many in 1894, though the population is only about 18 times as large. In Monmouthshire and Glamorganshire, where crime seems most prevalent (see Introduction to Judicial (Criminal) Statistics, 1893, p. 89), the orders for separation are comparatively few. In countries for which statistics of the residences of the petitioners for divorce and judicial separation are procurable it is found that the divorce rates in districts with large cities are higher than in purely rural districts; and the above table appears to show that this is true of separation orders.

It is often alleged that the costliness of the proceedings for divorce accounts for the low rate of divorce in this country as compared with that found in some others. "Il faut en Angleterre être très riche pour pouvoir plaider; c'est un agrément que tout le monde ne peut pas s'offrir. De là vient sans doute que les divorces y soient si rares." But the difference in point of cost does not appear to be so great as is implied in this passage. The costs of an undefended divorce suit in England are stated to be about 301., supposing the solicitor is careful to keep down expenses; and the costs in France appear to be not much less. On the other hand, the costs of such a suit in Germany may be very small; in the case of poor petitioners, it is alleged, they amount, including incidental expenses, to about 30 to 35 marks.

As is pointed out in the report of the Committee on Civil Judicial Statistics, page 246 the statistics of several foreign countries, particularly France and Italy, contain details of interest as to the causes or grounds of divorce, the age, nationalty, religion, domicile, &c., of the petitioners and respondents, the duration of the marriages which it is sought to dissolve, and the number of children of the petitioners. For the reasons stated in the report, it is impracticable to give the same information as to divorces in this country. But a slight beginning in this field of inquiry is made in the tables at page 184 showing the duration of marriage to the date of the decree nisi, and, the number of children in marriages as to which decrees were granted. The returns for one year form no sound basis for comparison with the statistics of other countries, but the figures, it may be mentioned, are somewhat similar to those returned in France. In that country it has of late been found that the largest contingent of petitioners are those whose union has lasted 5 to 10 years. "It is generally between the fifth and tenth years of marriage that the greatest number of applications for divorce are made. Few marriages are dissolved in the first year after the union, but on the other hand, a good many marriages are annulled between the first and fifth years." (To be continued.)

NOTWITHSTANDING Bentham's argument that, in order to deprive evildisposed persons of professional assistance, confidential communications between clients and their legal advisers ought not to be held sacred by law (Benth. Jud. Ev., bk. 9, pt. 4, ch. 5, s. 2), the principle that courts of justice should have all the facts necessary to explain the position of a litigant brought before them, has been in our law modified by the rule that what passes in the special confidential relation of solicitor and client, or counsel and client, shall not be disclosed without the consent of the client when litigation is threatened, pending, or even before it is contemplated: (Set. Dec. 165, 4th ed.). In Rochefoucauld v. Boustead (74 L. T. Rep. 783) two persons had proposed, as joint adventurers, to purchase an estate, and one of them, with the intention of his withdrawing from the transaction, referred the other (the defendant in the present action) to his solicitor, who had two interviews with him, and Mr. Justice Kekewich has extended the principle of professional communications to what then passed between the defendant and such solicitor, on similar grounds to those which would protect what passes pending litigation at a joint consultation between parties and their legal advisers.

A MORTGAGEE is entitled to six months' notice or interest before being paid off, though he has demanded payment [out of court] and the money was not then paid; secus, where, having taken proceedings to realise his security, he has been summarily paid his principal, interest, and a sum for costs (2 Set. Dec. 4th edit. 1058; Coote on Mortgages, 5th edit. 1174); aliter, as regards the length of notice, in the case of an equitable mortgage by deposit of title deeds: (Fitzgerald's Trustee v. Mellersh, 66 L. T. Rep. 178; (1892) 1 Ch. 385). And although the mortgagor cannot before the time limited for payment to the mortgagee expires, either insist on acceptance of a tender of the mortgage money or take proceedings to redeem, nevertheless, if the mortgagee before that time, by entering into possession, disturbs the relationship existing between him and the mortgagor, according to the ruling of Mr. Justice Kekewich, in Bovill v. Endle (1896) 1 Ch. 648), he takes proceedings with a view to compelling payment of the mortgage debt, and no interest is payable in lieu of notice.

6.

A MERE power in an instrument to convert real estate into personal, or vice versa, will not have that result. As Mr. Haynes puts it in his lecture on Conversion, "You must find in the instrument (be it will or settlement) a clear, imperative direction to convert-i.e., to lay out the money on land, or sell the land for money: (Haynes' "Outlines of Equity," p. 377, 3rd edit., citing Curling v. May, 3 Atk. 255, and Polley v. Seymour, 2 Y. & Coll. Ex. Cas. 708). In Re Wintle; Tucker v. Wintle (75 L. T. Rep. 207), the question arose before Mr. Justice North whether an option to the trustees of a will, with the consent of the testator's wife during her life, and afterwards at their own discretion, to call in and sell and dispose of" the whole or any part of the testator's residuary real and personal estate, followed by a direction "from and after the decease of my said wife to pay and divide the whole cf my said residuary estate unto and equally between" several persons, "as or in the nature of tenants in common," was such an implied trust for sale as would effect a conversion of the realty into personalty before actual sale. The learned judge declared his inability to find any trust to sell in the above clause, and added that it was a mere option to the trustees to convert or not, as they thought fit. And his Lordship distinguished the case of Mower v. Orr (13 L. T. Rep. O. S. 184; 7 Hare, 473) from that before him, on the ground that in Mower v. Orr the question was whether a direction to "pay and divide" implied a trust for sale, whereas in the present case there was clearly a power of sale, and there was no need to imply a trust.

IN some aspects, the recent extension of the principle laid down in Hole v. Bradbury (41 L. T. Rep. 153, 250; 12 Ch. Div. 886), with regard to the personal character of publishing agreements between author and publisher, to the case of limited publishing companies is rather a surprise. In Griffith v. Tower Publishing Company Limited (noted ante, p. 11), Mr. Justice Stirling held that it was equally applicable in the case of the company, and followed the decision arrived at in the first-named case. In that, gentlemen had contracted with certain partners, and had come to certain terms with the individual members of the firm, who subsequently died, and whose business passed into other hands. Reliance was placed on the known skill and ability of these gentlemen, and it was held that they were not competent to pass on their rights to a firm in which they were not partners. Here we have a company with all the impersonality attaching to it, and it is rather a strong line to extend to it a decision based on the personality of the individual.

ORDER LV. is well known as a means of obtaining the decision of the Under court in an expeditious and comparatively inexpensive manner. rule 3 several questions and matters relating to trusts or the administration of the estates of deceased persons can be determined in the chambers of the Chancery Division. Under rule 5A mortgagors and mortgagees may take out originating summonses for the relief following (namely) "sale, foreclosure, delivery of possession by the mortgagor, redemption, reconveyance, delivery of possession by the mortgagee." It remained for Order LIV.A, issued in Nov. 1893 (Annual Practice, p. 987), to confer on the court or a judge in every division of the High Court power to determine on an originating summons any question of construction arising under a deed, will, or other written instrument. Re Nobbs (noted ante, p. 11) is a good illustration of the usefulness of this rule. There Mr. Justice Kekewich decided that a mortgagor could have a question as to the construction of a mortgage decided, although he did not offer to redeem it.

IN Mr. Justice Williams's standard work on Executors (9th edit., p. 392 et seq.), there is a list of cases where the personalty of a deceased person is payable without representation being obtained. Among them appears the case of depositors in trustee or Post-office savings banks, who, provided they are sixteen years of age, may nominate any person to whom any sum, not exceeding in the aggregate £100, payable to such depositors at their decease, may be paid at such decease. In Re Read (75 L. T. Rep. 295) a depositor, after she had executed her will, nominated one of her executors as the recipient of her money in the Post Office Savings Bank. Was the gift intended by the depositor to be held by the executor for his own use, or in his character of executor ? Mr. Justice Stirling held that there was sufficient evidence to rebut the presumption that the executor was intended to take beneficially, and that accordingly he held the money as part of the estate of the deceased.

THE Legislature, though in favour of free trade in settled land, has shown some tenderness towards the mansion-house on the settled estates. It seems to have no desire that a Chatsworth, or Eaton Hall, or even the principal residence on smaller estates, should be regarded merely as an investment of settled money, and has accordingly, by sect. 10 of the Settled Land Act 1890, forbidden the tenant for life of his free will to sell the principal mansion-house and the pleasure grounds, park, and lands usually occupied therewith. There are exceptions to this rule-where the principal house is usually occupied as a farmhouse, and where the site of house, pleasure grounds, park, and lands occupied therewith do not exceed twenty-five acres in extent. The tenant for life has to obtain the consent of the trustees or an order of court before he can sell the property to which the rule quoted above applies. In Re Wortham's Estate (75 L. T. Rep. 293) the trustees had refused their consent, but the Court, seeing from the provisions of the will under which it was settled that it was not the testator's intention that it should be treated as a family seat (which it had not previously been), gave the tenant for life leave to sell.

OCCASIONAL NOTES.

A portrait of Mr. Justice Collins appears in the Sketch of the 11th Nov. The son of Mr. Gould, Q.C., won the Colquhoun Sculls at Cambridge. The Lord Chancellor has created eight new Queen's Counsel. Their names appear under our list of appointments.

Lord Herschell is expected to arrive at Pau next month for a lengthened stay.

Boswell's Life of Johnson, edited by Augustine Birrell, Q.C., has just appeared.

Lord Esher is the subject of the fourth article of a series on "Our Judges and Famous Lawyers," now appearing in Lloyd's Weekly Newspaper.

Lord Justice Kay was removed last Saturday night from the Nursing Institute in Marylebone to his London residence. His health is much improved.

Mr. Walker, the ex-Lord Chancellor of Ireland, has taken the shooting of Castle Forbes, county Longford, and shot the outlying preserves on Saturday last.

The Northern Circuit will, on the 16th Jan. next, give a dinner to Mr W. R. McConnell, Q.C., on his appointment as Chairman of the County of London Sessions.

The judge of the County Court of Chester has upheld a custom which removes haystacks sold by farmers, but left on the farm, from the order and disposition of the farmer on his bankruptcy.

Mr. Arthur John Lawman, solicitor, who has been elected Mayor of Great Torrington, is believed to be the youngest mayor in the United Kingdom. He is only twenty-nine years of age.

Mr. Justice Turnbull, second puisne judge of the Natal Bench, has resigned, owing to ill-health, and has been succeeded by Mr. R. J. Finnemore, formerly in the Customs Department, and latterly Crown Solicitor of that colony.

Sir

The marriage of Sir Albert Rollit and Mary Duchess of Sutherland took place on the 12th inst., at St. George's Church, Hanover-square. Albert Rollit and the Duchess subsequently took their departure for Paris, en route to Spain.

At the sitting of the Royal Commission on the Licensing Laws, last Tuesday, Mr. Alfred T. Davies, solicitor, of Liverpool, was the only witness examined. He was practically the first really unofficial person who has yet been called.

The November Adjourned General Sessions for the trial of cases arising on the north side of the Thames were opened last Monday, at the Sessionshouse, Clerkenwell, before Mr. M'Connell (chairman), Mr. LovelandLoveland (deputy-chairman), and other justices. The calendar contained the names of sixty-six persons charged with offences.

On the recommendation of the Comptroller of Prison Industries, it has been decided, as an experiment, to purchase dolls and have them dressed by female prisoners, with a view to profitable employment, to take the place of oakum-picking, which is to be wholly discontinued as a task for

women.

The Lord Chancellor is to be entertained at dinner, on Wednesday next, the 25th inst., by the committee and members of St. Stephen's Club, Westminster, his Lordship being one of the original members, and still a member. The chairman of the committee, Mr. W. Ellison Macartney, M.P. (secretary to the Admiralty) is to preside, and 200 are expected to sit down to the banquet.

66

The correspondent who wrote us last week, says: 'Referring to our letter to you of the 11th inst., we have heard from the Secretary of the Incorporated Law Society, and he informs us that Somerset House did not enforce their claim against members of our profession, though he says that the Society of Chartered Accountants have not been able to obtain the same privilege."

Tuesday was Call Day at the Bar, when fifty members were admitted to the wearing of the wig and gown. This is a slight decrease on the number at the previous Call in June. Twenty-two students were called at the Inner Temple, twelve at the Middle, nine at Lincoln's-inn, and three at Gray's-inn. In the Middle Temple it is the custom for the Treasurer to make a speech to the students after the reading out of their

names.

Over thirty coloured men and one coloured woman have been regularly admitted to the Illinois Bar, and are now practising law in Chicago. Less than forty years ago a large majority of the race to which these coloured lawyers belong were slaves, and several of the lawyers themselves had been slaves. Many of these lawyers are not only graduates of Law Colleges but of Universities as well, and some of them have been teachers; many were pioneers in occupying positions which coloured men had never before been allowed to hold.

The annual ceremony of nominating for the ensuing year the sheriffs for the counties of England and Wales, with the exception of the duchies of Cornwall and Lancaster, took place in accordance with ancient usage on "the morrow of St. Martin." The function, as usual, was held in the court of the Lord Chief Justice of England. The Chancellor of the Exchequer (Sir M. Hicks-Beach), who wore his official robes by virtue of his office, presided (in the absence of the Lord Chief Justice), and Viscount Cross (Lord Privy Seal), who was attired in ordinary costume, also attended, while the judges of assize present were Justices Hawkins, Cave, Grantham, Lawrance, and Vaughan Williams.

Wednesday being "Grand Day" of Michaelmas Term at the Middle Temple, the treasurer, Mr. Hopwood, Q.C., and the Benchers entertained the following guests at dinner in their ancient hall, viz.: Viscount Oxenbridge, the Speaker of the House of Commons (Mr. Gully, Q.C.), Mr. Justice Williams, Colonel Oldham, Mr. J. E. Ellis, M.P., Mr. J. T. Hopwood, the treasurer of Lincoln's-inn (Mr. Pember, Q.C.), the Treasurer of New-inn, Mr. A. Birrell, Q.C., M.P., the Master of the Temple (the Rev. Canon Ainger), the Reader (the Rev. S. A. Alexander), Mr. J. Vaughan, Mr. Ingle Joyce, Mr. R. Brown, Mr. C. H. Scott, the President of the Incorporated Law Society (Mr. J. Addison), Mr. J. J. Morgan, and the under treasurer (Mr. J. W. Waldron). A considerable number of the Benchers were also present.

The treasurer, Master James Mulligan, and Masters of the Bench of the Honourable Society of Gray's-inn entertained at dinner on the 12th inst., in their dining hall, the members of the Council of Legal Education. Those present were: the Right Hon. Lord Macnaghten, the Right Hon. Lord Justice Lopes, the Hon. Mr. Justice Romer, Sir Walter Phillimore, Bart., his Honour Judge Sir A. G. Marten, Q.C., Mr. Napier Higgins, Q.C., Mr. C. H. Hopwood, Q.C., Mr. Jelf, Q.C., Mr. Bayford, Q.C., Mr. Warmington, Q.C., and Mr. F. Stallard. The following Masters of the Bench, in addition to the treasurer, were also present: Masters the Right Hon. Lord Shand, Griffith, Hugh Shield, Q.C., Bowen Rowlands, Q.C., James Sheil, Beetham, his Honour Judge Paterson, Mattinson, Q.C., Fleming, Q.C., Macaskie, C. A. Russell, and Lush, and the Rev. the Preacher (J. H. Lupton, D.D.).

It was

In the course of his summing-up to the jury in the case of Le Champion v. Le Champion, Sir Francis Jeune observed that it would have been well if the husband and wife had agreed between themselves to separate by mutual consent, which was always the best course to pursue. not the law that persons could come into court and say that their lives were miserable, and therefore ask for separation. The law said that married people must live together, and having said that, the law also provided so as to ensure protection. It was not protection against unhappiness or the causes of unhappiness. The parties who desired protection had to make out that the conduct of one of them was such as to give rise to the reasonable apprehension of injury, physical or mental, if cohabitation was resumed. Abuse and violent language was not sufficient unless so persistent as to give rise to a reasonable apprehension of danger.

Mr. William Henry Talbot, solicitor and Registrar of the Kidderminster County Court, has been unanimously elected Mayor of Kidderminster for the ensuing year. He had the generous support of both political parties. He has a unique career in at least one respect. He is the only practising solicitor in England who, while attaining this year to the honour of a chief magistrate, has served his Queen as a member of the Auxiliary Forces for the long period of thirty-seven years, entitling him not only to wear the long-service decoration, but also to retire with the title of honorary colonel. For three generations the Talbot family has produced a chief magistrate for the borough of Kidderminster, and the name has been long and honourably associated with secondary and elementary education. Mr. Talbot has been upon the Rolls for thirty-six years, and is a member of the Incorporated Law Society.

Mr. Thomas Chapple, who is retiring at Christmas from the office of Messrs. Riccard and Son, solicitors, Southmolton, after fifty years' service under three generations-Mr. James Edward Jackson Riccard, Mr. Russell Martyr Riccard, and Mr. Russell Louis Riccard (the present head of the firm)-has been the recipient of two handsome testimonials. On Mayor-choosing day he was presented with a silver claret jug by the Mayor and Corporation in recognition of many valuable services rendered, he having acted as deputy-town clerk for thirty-six years, having during the whole of that time missed attending only six meetings of the council. Mr. Chapple has also for a number of years attended to the estate work of the Poltimore and Northmolton Manors, of which the firm were stewards, and on Saturday he received from Lord Poltimore a handsome silver teapot, which bore the inscription, "Mr. T. Chapple, from Lord Poltimore, in grateful remembrance of thirty-seven years' faithful and devoted service in his estate office." Mr. Chapple also holds the offices of borough treasurer and secretary to the Municipal Gasworks, and these offices he is retaining.

In taking his seat at the Burnley County Court, on the 13th inst., for the first time, his Honour Judge Bompas, Q.C. was welcomed by a large number of practitioners. Mr. Mellor, of the Northern Circuit, congratulated his Honour on his appointment. Mr. Nowell, as president of the Burnley and District Law Society, after congratulating his Honour, whose reputation, he said, had preceded him, expressed the views of the society as to desirable changes. They had felt that they at Burnley and Colne had been made rather subservient to the interests of the Yorkshire districts, and that part of East Lancashire had been inconvenienced in consequence. In Burnley alone they had more than 100,000 inhabitants, and in the Lancashire district over which his Honour had jurisdiction there were 160,000 people. They had felt that they had not been as much considered as they ought to have been as to the times and the number of the sittings. The sittings at Colne on Monday, which was a Burnley market day, were inconvenient. Mr. J. Sutcliffe (Messrs. Sutcliffe and Sons) also added a few words of congratulation.-His Honour expressed his appreciation of the welcome which had been accorded him in all parts of the district. It was not for him to say what his qualifications were, but he could assure them that he would give all the care, time, and attention that could be reasonably asked for. No doubt he would receive the hearty support of those who practised before him. He had been fixing the days of sittings for the first three months, and he should be glad to receive any sugges-, tions from the Profession.