and to the conditions contained in the memorandum of association."-Walker v. London Tramways Co., 1879, Jessel, M. R.; L. R. 12 Ch. D. 705.

ATTORNMENT.

See MORTGAGE, TENANCY.

BILLS OF SALE.

See SECURITIES.

BOOKS.

Inspection of--Not of Minute Books by ShareholderRights of Shareholders-7 & 8 Vict. c. 110, s. 33.

The Shareholders' right to inspect the books, in which the proceedings of the company are recorded, does not extend to inspection of the Minute Book of the proceedings of the board; the term "Books of the proceedings of the company" meaning only the books recording the proceedings of the general meetings of the company.-Reg. v. Maraquita, &c. Mining Co.; 32 L. T. 195.

BORROWING OF MONEY.

See PROFITS TO LENDERS.

BUILDING AGREEMENTS.

As to Building Agreements made by Land SocietiesBankruptcy-Trustee disclaiming.

(i.)-"An agreement, which is not a fraud upon creditors, is a protected transaction, and therefore binding as against the Trustee in bankruptcy, who is not allowed to claim part of a contract and disclaim the rest."

This was the view enunciated by Bacon, C. J., who reversed an order made in the Lincoln County Court. In so doing he said he followed the previous authorities. On the matter coming before the Court of Appeal, his decision was reversed.

(ii.)-The case arose out of a building agreement. The appellant had entered into a building agreement with the debtor, under which, in the case of his bankruptcy, all materials, &c., then on the land should become forfeited to the lessor.

A liquidation petition having been filed by the debtor in January, 1879, the Trustee, in June, served notice of motion for an order to disclaim this agreement. He asked, however, for a declaration that the bricks and building materials upon the land, at the date of the petition, should go to the creditors under the liquidation. This was granted by the County Court Judge, who held that the proviso of forfeiture in the building agreement was contrary to the policy of the bankruptcy laws, distinguishing the case from the earlier authorities

upon the question; the judgment of the County Court was thus confirmed by the Court of Appeal.—Re Harrison, Ex parte Meads, 1879; 41 L. T. (N.s.) 560. Reported, 1880, as Re Harrison, Ex parte Jay, 42 L. T (N. S.) 600.

CALLS.

See WINDING-UP.

CONSOLIDATION OF MORTGAGES.

See MORTGAGES.

CONTRACTS.

(See AGREEMENT, INVALID CONTRACTS, SALE.)

Advance of Monies on a Contract-Assignment of Debt.

(i.)-In the operations of land companies it not unfrequently happens that builders get into difficulties, and advances have to be made, even of the whole of the contract price, before the work is completed.

The parties concerned must be on their guard when framing the contracts and acting upon them, lest an assignment by the builder interfere with subsequent variation in the mode of carrying out the contract.

This was illustrated in another class of contracts, where the point involved was ejusdem generis.

G. contracted to build a ship for defendant, payment for which was to be by instalments. Afterwards, G. gave a written order to defendants to pay £100 to plaintiff "out of monies due or to become due" from defendant to G. More than £100 of the contract price was then unpaid, and two instalments were not yet due. Afterwards, G., being in difficulties, defendant, to enable him to go on with contract, advanced him the whole contract price before the ship was completed. After the ship was completed plaintiff sued defendant for £100. Held, that the order was a valid assignment of a debt or chose in action, and, therefore, by the Judicature Act, 1873, sect. 25, sub-sect. 6, plaintiff was entitled to

recover.

(ii.)-It will be observed that, in the case quoted, the defendant had had notice of the assignment to the plaintiff; but the question involved was whether the equitable doctrine, affecting a transaction with third parties, was to be held to impede an ordinary business transaction as between the parties to the contract.

There was much force in the view taken by Brett, L. J., that business transactions can scarcely be hampered in that way, either on the construction of the Judicature Act, or otherwise, and that the remedy of an equitable assignment of a chose in action should be confined to cases where there is nothing to be done but to receive the money.

The doctrine was never intended to prevent the parties to an unfulfilled contract from being able to alter its terms by mutual consent, if such be done bonâ fide.

(iii.)-This, indeed, was recognized by Bramwell, L. J., although he concurred in the decision. He said :-

"If G. and the defendant had agreed to anticipate the time of payment to defeat the plaintiff such a scheme ought not to succeed; but on the

other hand if G. had broken his engagement, or threatened to break his engagement, to finish the vessel, or to finish it in a reasonable time, and the defendant, to remedy or avert such breach,-reasonably and boná fide, not to defeat the plaintiff, but to protect himself,-advanced money to G. before it was due, so that it never became due according to the contract, I should have hesitated long before holding that the defendant was liable in this action. But on reading the correspondence I cannot see that this was the case. That the defendant acted bonâ fide I doubt not, but I think his advancing of the money as he did was quite voluntary, and in no sense compulsory."

Brice v. Bannister, 1878, Ct. of App. (Bramwell and Cotton, L. JJ.,-Brett, L. J., dissenting); L. R. 3 Q. B. Div. 569; 38 L. T. (N. s.) 739. (Coleridge, C. J., affirmed.)

COMPANIES' ACTS.

See STATUTES.

COVENANTS.

See EQUITABLE MORTGAGE.

DEBENTURES.

(See PROFITS TO LENDERS.)

1.-Bonds-Irregularity.

By a deed of settlement power was given to the directors to borrow money for the company by issuing