by a mere ratification? Clearly not. Ratification can only be by a person ascertained at the time of the act done."

(ii.)-In the case of Touche v. Metropolitan Warehousing Co. (L. R. 6 Ch. App. 671) the plaintiffs were the promoters of a scheme which was to be incorporated with the company. The Articles of Association of the company provided that it had been arranged with W. that he should pay to "certain persons" (i.e., as was admitted, to the plaintiffs) for the labour and expense incurred by them in connection with the abovementioned scheme, the sum of £2,000; and that the directors should, as soon as 10,000 shares had been subscribed for and paid upon, pay to the said W. the sum of £2,000. The said 10,000 shares were subscribed for and paid upon, and the plaintiff's applied to W. who was managing director of the company, as well as the company, for payment of the £2,000, and, failing to obtain the amount thereof, filed their bill against the company, claiming the same. Stuart, V.-C., decided in favour of the plaintiffs, and, on appeal, this decision was affirmed. Hatherley, L. C., said that the company would not have been bound by any agreement previous to its registration, but it was bound by the stipulations inserted in its Articles of Association; that these stipulations amounted to a contract on the part of the company, which had had the benefit of the services of the plaintiffs, to pay £2,000 to W. as a Trustee for them; and that the plaintiffs had, in his opinion, a right to come to the Court of Chancery to obtain the benefit of that contract, the case falling within the principle that, where a sum is payable by A. B. for the benefit of C. D., C. D. can claim under this contract, as if it had been made with himself.

The distinction between the position of the plaintiffs in the above cases is this: there was no contract between the company and the plaintiffs in the former case, and there was a contract between the company and the plaintiffs, through W. as a Trustee for them, in the latter.

PROMOTERS' EXPENSES.

In the case of Emma Silver Mining Co. v. Grant, 1879, (L. R. 11 Ch. D. 918; 40 L. T. (N. s.) 804) Jessel, M. R., allowed the promoter to deduct from the amount of Secret Profit which he had received, and before returning the same to the company, all sums bonâ fide expended in securing the services of the Directors and providing their qualification, and in payments to the Brokers and Officers of the company, and to the public press in relation to the company. In so doing, the Master of the Rolls carried the doctrine of allowances to a "promoter" considerably further than was done by the Court of Appeal in Bagnall v. Carlton (L. R. 6 Ch. Div. 371; 37 L. T. (N. s.) 481.)

PROMOTERS' REMUNERATION.

(See EXPENSES.)

1.-Indemnity to Individual Subscribers-Liability of Company for Services and Expenses recognized in the Winding-up.

A solicitor who was promoting a railway company induced various persons to sign the Subscription Contract, by an assurance that they should incur no liability if the line was not made. Some of these persons were provisional directors. The Act was obtained, and contained the usual clause that the Preliminary Expenses should be paid by the company. The line was not made. The undertaking was abandoned, and the company ordered to be wound up. The solicitor carried in a claim

as Creditor for professional services in obtaining the passing of the Act. This claim was opposed by some of the contributories, on the ground of the above assurances :

Held, by Cairns, L. C., and Mellish, L. J., (affirming the decision of Bacon, V.-C.), that the solicitor was entitled to prove; for that the assurances made by him could only operate as a contract to indemnify the individuals to whom they were made, and did not exonerate the company in its corporate capacity. Savin v. Hoylake Railway Co. (L. R. 1 Exch. 9), distinguished. Mellish, L. J., said :

"Whether such an indemnity had been given or not, all the subscribers were liable under the winding-up order to pay the expenses. The question whether the appellants had any remedy under an indemnity was a question for a court of law."

Re Brampton, etc., Railway Co., Addison's Case, 1875; L. R. 10 Ch. App. 177; 44 L. J., Ch., 670.

2.-Charge for Services disallowed.

The Court of Appeal decided that,—where Promoters arrange to obtain from Vendors a pecuniary payment out of, or in respect of, the Purchase-money of the property, which the company has been formed to purchase, and this fact is concealed from the company,-the promoters cannot make any claim for professional services rendered to the company.-Re Hereford, etc., Wagon Co., Walter and Head's Claim, 1876, Ct. of App. (James, Mellish, and Baggallay, L. JJ.); L. R. 2 Ch. Div. 621; 45 L. J., Ch., 461; 35 L. T. (N. s.) 40; 24 W. R. 953. (Hall, V.-C., reversed.)

3.-Shares agreed to be taken up by Promoter coupled with another Agreement to pay him a Sum of Money for Services.

In a case under the above circumstances,—(i.) the Promoter has been held liable under his first agreement separated from the second,-and (ii.) that, in the absence of any proof of mala fides, the resolution of directors to call up the amount of the shares is conclusive evidence that the money is required for the purposes of the company.-Odessa Tramways Co. v. Mendel, 1878, Ct. of App.; L. R. 8 Ch. Div. 235; 38 L. T. (N. s.) 731; 47 L. J., Ch., 505; 26 W. R. 887. (Fry, J., affirmed.)

PROSPECTIVE PAYMENTS.

(Inclusive of Prospective Interest.)

1.-In consideration of a loan of £50, the sum of £70 (which was to cover interest and other charges) was to be paid by monthly instalments of £3:10s. over a term of five years, or, in default, the whole of the instalments were to be payable at once:

After payment of some instalments, another instalment became duc, and the borrower made default, on which the company sued the surety for the Whole Amount remaining outstanding, that is, for about £52. The defendant paid into court the instalment due, and denied any further liability at present. The case was heard before Bowen, J., without a jury, the facts not being in dispute, and the learned Judge gave judgment for the defendant, on the ground that the provision, which made the whole of the remaining Instalments at once due and payable, was one n

the nature of a Penalty, against which a Court of Equity would have given relief, so that now, since the fusion of Law and Equity, under the Judicature Act, the company were not entitled to recover more than the instalment actually due, except, perhaps, a trifling sum for interest upon it, as to which the learned Judge applied the principle de minimis non curat lex. The reason given by the learned Judge was that, by recovering all the instalments at once, the company would virtually recover interest not duc-i.e., the interest or insurances on Future instalments, although the real object was to secure the payment of the instalments as they became due. Against that judgment the company appealed.

On Appeal, it was held, that, as this was part of the terms of the contract on which the loan was obtained, viz., that on default in payment of any instalment the whole should be repayable, this did not come within the rule of equity as to a Penalty. Cockburn, C. J., observed, that "it was a strange anomaly in the law that it should defeat the contracts made by the parties, and the courts should rather struggle against it than extend it to cases in which it was not applicable. The parties quite understood the effect of the stipulation, and there was nothing in reason or justice against it. Default in payment of an instalment might fairly raise a suspicion of insolvency, and the whole might well be made payable.”

Protector Endowment, etc., Co. v. Grice, 1880, Ct. of App. (Cockburn, C. J., Baggallay, Bramwell, and Brett, L. JJ.); W. N., 1880, p. 119.

2.-In another case, a loan society had advanced £250 to B. upon condition of his paying to the society £550 by monthly instalments, in respect of the loan and interest, which sum was, in fact, the aggregate of the Repayment Annuity secured. It was contended for the society that the debt was one payable in futuro by instalments, and, therefore, within sect. 31, cl. 3, of the Bankruptcy Act, 1869, and r. 77 of the Bankruptcy Rules, 1870.

Held (affirming the judgment of the County Court), that the society was entitled to prove for the full