SALE CONDITIONS.

(See AGREEMENT.)

Misleading Conditions.

(i.)-If, upon evidence, disclosed by the statement of title, the conditions of sale were misleading, they will not be binding.

(ii.)—An error of the conveyancing counsel of the Court is treated as an error of the vendor, for the conveyancing counsel must be treated as the agent of the vendor as between the vendor and the purchaser.-Re Banister, Broad v. Munton, 1879, Ct. of App. (Jessel M. R., Brett and Cotton, L. JJ.); L. R. 12 Ch. Div. 131; 40 L. T. (N. s.) 828; 27 W. R. 826. (Fry, J., reversed, on facts not before him.)

SECURITIES.

Bills of Sale Act, 1878 (41 § 42 Vict. c. 31)-Want of Attestation and Registration.

A bill of sale made after the passing of the Bills of Sale Act, 1878, and not attested or registered as required by the Act, is valid as between grantor and grantee. -Davies v. Goodman, 1880, Ct. of App. (Bramwell, Baggallay, and Thesiger, L. JJ.); L. R. 5 C. P. Div. 128; 42 L. T. (N. s.) 288; 49 L. J., C. P., 344; 28 W. R. 559. (Judgment of C. P. Div. reversed.)

SET OFF.

See WINDING UP, Set-off.

SHARES.

(See DIRECTORS, MEMORANDUM OF ASSOCIATION.) 1.-Paid-up shares-Effect of Section 25-Third party, how affected by neglect of the Section-Estoppel.

(i.)-In the case of Burkinshaw v. Nicolls, the House of Lords decided that section 25 of the Companies Act, 1867, means no more than this, that no contract by which shares shall be considered as duly paid-up, when they are not in fact paid-up, shall be valid unless it be registered, and that when there is no such registered contract the shares shall be payable in cash.

The section does not say, however, that every one, who has become a shareholder, under any circumstances, shall be compelled to pay them up in cash.

(ii.)-Shares in a joint stock company were issued as fully paid-up, by virtue of a contract, which was not registered as required by the Act, and certificates were issued in which the shares were described as fully paid-up. Some of these shares were transferred to the respondent as trustee for B., for value, without notice of the irregularity, B. holding the certificates. The company was afterwards wound-up, and the liquidator sought to make the respondent liable as the holder of shares on which nothing had been paid.

Held (affirming the judgment of the Court of Appeal, which had reversed an order of Hall, V.-C.), that the company, and consequently the liquidator, were estop

ped by the certificates from saying that the shares were not fully paid-up, as against a bona fide holder for value, without notice.-Burkinshaw v. Nicolls, 1878, H. of Lords; L. R. 3 App. Cas. 1004; 39 L. T. (N. s.) 308; 48 L. J., Ch., 179; 26 W. R. 819.

2.-Mistake-Promoters, Agreement with-Paid-up Shares-Non-Registration of Contract.

Certain shares were allotted and accepted as fully paid-up, in pursuance of a contract with a trustee for the company, which, through inadvertence, had not been registered in accordance with section 25 of the Companies Act, 1867. Upon discovery of the omission, the directors cancelled the shares and removed the name of the allottee from the register, then registered the contract, and, subsequently, issued fresh shares to the allottee. The company was afterwards wound-up.

Held by Cairns, L. C., and Mellish, L. J. (affirming the decision of Jessel, M. R.), that the directors had power to rectify a mistake which was common to them and the allottee, and that the transaction could not be disturbed:

Held, also, that a contract with a Trustee for a company is within the meaning of section 25 of the Companies Act, 1867.-Re Poole Firebrick Co., Hartley's Case, 1875; L. R. 10 Ch. App. 157; 32 L. T. (n. s.) 106; 44 L. J., Ch., 240; 23 W. R. 203.

3.-Promoters-Paid-up Shares given to Promoters and others for Services-Directors' personal Liability therefrom.

The directors at a meeting (at which M. was present and voted) made an agreement to give certain paid-up shares to S. for services to be rendered to the company. The agreement was not registered. The ser

vices having been rendered, the directors paid the amount of the paid-up shares to T., one of their body, who thereupon transferred the agreed number of paid-up shares held by himself to S. The articles of association forbade the directors from buying the company's shares.

Held (affirming the decision of Jessel, M. R.), that the payment to T. was really in purchase of his shares, and was a breach of the articles; that the transfer of the shares to S. was a breach of section 25 of the Companies Act, 1867; and that M., having negligently allowed the transaction, was liable to repay the amount to the liquidator.-Re Railway, etc., Co., Marzetti's Case, 1880, Ct. of App.; W. N., 1880, p. 50; 42 L. T. (N. s.) 207; 28 W. R. 541.

4.-Shares accepted by Directors from PromotersLiability.

(See DIRECTORS, PRESENTS TO.)

Shares accepted by a director from promoters belong to the company, and the recipient is a Trustee for it. Restitution of the shares is not sufficient, and if the company elect to take their value, the recipient has been held liable to pay to the company the value per share at the time when the shares were transferred to him, with interest at 4 per cent. per annum from the date of transfer, and the costs of the action.

The effect of the judgment was that the defendant had to pay £80 per share, being the price at which the shares were quoted soon after the allotment, although five years were allowed to elapse before the action was

brought, and at that time the value of the shares had fallen to £1 per share.

It was held that the principles and law in McKay's Case (L. R. 2 Ch. Div. 1; 33 L. T. (N. s.) 517) and in Pearson's Case (L. R. 5 Ch. Div. 336) are equally applicable to proceedings under the Companies Act, 1862, s. 165, as to proceedings in an action.-Nant-y-Glo, etc., Ironworks Co. v. Grave, 1878, Bacon, V.-C.; 38 L. T. (N. s.) 345; 26 W. R. 504.

5.-Dividends on shares sold, afterwards declared-Right of Purchaser to.

Upon the sale of shares in a company, under conditions of sale by which the purchase is to be completed on a future fixed day, and which contained no mention of dividends, dividends on the shares (in respect of a period anterior to the date of the Contract) declared between such date and the date fixed for completion, pass to the purchaser, whose right to the shares, with all accruing benefits and liabilities, became vested in him the moment the Contract of purchase was effected at the sale.-Black v. Homersham, 1878, Kelly, C. B., and Cleasby, B.; L. R. 4 Ex. Div. 24; 39 L. T. (N. s.) 671; 48 L. J., Exch., 79; 27 W. R. 171.

6.-Paid-up shares in consideration of Newspaper Advertisements-Winding-up- Contract not registered-Companies Act, 1867, s. 25.

A company agreed with W., the proprietor of a newspaper, that he might insert in his newspaper certain advertisements for the company,