SHARE BONUSES.

As to Paid-up Shares given as a Bonus on DebenturesLiability as Contributory,

The articles of association of a limited company provided that the directors should offer for subscription certain Debenture bonds, and that with each bond they should allot, by way of Bonus to the lenders, fully Paid-up Shares of equal value to the amount of such bond. F., who was already a member of the company, subscribed for some of the bonds, and Bonus-shares of equal nominal value were allotted to him, and registered in his name, as paid-up shares. The company was afterwards ordered to be wound up :

Held, that the articles of association did not constitute a contract in writing within section 25 of the Companies Act, 1867; that the requirements of that section had not been complied with, and that F. was liable as a contributory in respect of his Bonus shares.-Re Malaga Lead Co., Firmstone's Case, 1875, Jessel, M. R.; L. R. 20 Eq. 524; 23 W. R. 867.

SOLICITOR.

Solicitor's approval-Purchase-Offer, subject to, not a Binding Contract.

(i.)-A condition that a purchaser's solicitor should approve a purchase imports something more than the ordinary right, which a purchaser would have without any such condition to examine into the title. The meaning of the condition is that, if there is a reasonable

objection taken by the purchaser's solicitor, he should be able to rescind the bargain, and obviate the possibility of protracted litigation,

(ii.)-In the case of Hudson v. Buck (L. R. 7 Ch. D. 683) before Fry, J., 1877, the objections taken by the solicitor of the intending purchaser, to whom abstract had been delivered, were held reasonable, and specific performance was refused,

(iii.)-In the later case of Hussey v. Horne-Payne, a vendor offered, by letter, to sell a freehold property for a certain sum, and the purchaser replied, by letter, "I accept your terms, and agree to pay you the said sum, subject to the title being approved by our solicitors."

In an action by the purchaser for specific performance of the contract, alleged to be contained in the two letters, the vendor demurred :—

Held by the House of Lords (affirming the judgment of the Court of Appeal, which had reversed the decision of Malins, V.-C.), that there was no binding contract, as the purchaser had, in the words, "subject to the title being approved by our solicitors," imported an additional term, which had not been accepted by the vendor.

(iv.)-When a contract is contained in the several letters of a correspondence, it is not sufficient that the earlier letters should amount to a memorandum of a completed contract within the Statute of Frauds, if terms contained therein are varied by subsequent letters and conversations between the parties. Per Lord Selborne :-

"The Statute of Frauds is a weapon of defence, not offence, and does not make any signed instrument a valid contract by reason of the signature, if it is not such according to the good faith and real intention

of the parties." Semble, per Cairns, L. C., that the addition of the provision "the title to be approved by our solicitors" to a contract for the sale of land only means that the title will not be accepted without investigation, and does not affect a contract otherwise complete."

Hussey v. Horne-Payne, 1879, H. of Lords; L. R. 4 App. Cas. 311; 41 L. T. (N. s.) 1; 48 L. J., Ch., 846; 27 W. R. 585,

STATUTES.

Companies Acts, 1877, 1879, 1880.

The Acts relating to joint stock companies, which were hitherto known as "The Companies Acts, 1862, 1867," will, in accordance with the Statute of 1880, be designated, in future, "The Companies Acts, 1862 to 1880," in which title are included the Acts of 1877 and 1879. Respecting these Statutes it may be observed that :—

1.—The Act of 1877 (40 & 41 Vict. c. 26) defines

(i.)-Paid-up share capital, and enlarges the powers given in the Statute of 1867 with respect to the Reduction of capital. It provides for the Cancelling of any lost capital, or any capital not represented by available assets, or for Paying off any Capital in excess of the wants of the company.

(ii.)-Certain powers are given for the cancelling of unissued

shares.

(iii.)--The Statute makes provision with respect to Certificates and Documents to be received in evidence.

2. The Act of 1879 (42 & 43 Vict. c. 76) relates principally to Joint Stock Banks, and makes provision

(i.)-For the re-registration of Unlimited companies as Limited companies.

(ii.)-With respect to certain changes in the constitution of joint stock banks.

(iii.)-For the more efficient Audit of banks.

(iv.)-For the privileges of the new Act being available, notwithstanding the original constitution of the company.

3. The Act of 1880 (43 Vict. c. 19) provides

(i.) For the payment of Undivided profits to shareholders, as a return and in reduction of the Paid-up share capital, subject to certain conditions.

(ii.) That the Registrar may, subject to certain formalities, strike the Name of any company off the Register, which he shall have ascertained to be not carrying on business, or not come into operation, and notice to that effect is to be published in the Gazette, whereupon the company shall be Dissolved,-subject, however, to the rights of creditors being saved.

SUBSCRIBERS TO THE MEMORANDUM. (See MEMORANDUM OF ASSOCIATION.)

Power to Call a Meeting-Winding-up-No Directors-Section 52 of Act of 1862.

A company had no formally constituted directors. Its articles expressly excluded "Table A.," and contained provisions for calling meetings by "directors" only, not by members of the company. A petition for compulsory winding-up was presented by four contributories, on the ground that, as there were no directors and no meetings could be called, the company had come to a dead-lock.

Held, by Jessel, M. R., upon the facts, that the subscribers to the memorandum of association had constituted themselves "directors" and could, therefore, call a meeting under the articles; but that, at all events, a meeting could be called under section 52 of the Companies Act, 1862. With reference to which section he said: "It appears to me that

where, under the existing regulations of a company, you cannot call a meeting in any event, the 52nd section of the Act comes into force." Re Brick and Stone Co., 1878, Jessel, M. R.; W. N., 1878, p. 140.

TENANCY.

Attornment Clause in Mortgage Deed.

(See MORTGAGE.)

(i.)—In the case of Re Bowes, Ex parte Jackson, 1880, (42 L. T. (n. s.) 409), Bacon, C. J., held, that in the absence of intention to commit a fraud upon the bankruptcy laws, the Amount for which the mortgagor attorned Tenant to the mortgagees was immaterial, and that, therefore, the mortgagee was entitled to the proceeds realized, under a distress, up to the amount lent.

In that instance, the letting value of the premises was admitted to be only £150 a year, but the debtor attorned to the creditor, as tenant, at the rent of £8,000 a year, payable yearly in advance. There were goods and chattels on the premises of considerable value, about £7,000. The deed was not registered under the Bills of Sale Act.

(ii.)-In this decision, Bacon, C. J., reversed one given by the Registrar, and said that he considered that he was following the Court of Appeal in the case of Re Stockton Iron Furnace Co. (L. R. 10 Ch. Div. 335; 40 L. T. (N. s.) 19.)

(iii.)-A little later, the case of Re Bowes, Ex parte Jackson, came before Baggallay, Cotton, and Thesiger, L. JJ., in the Court of Appeal (W. N., 1880, p. 126), when the foregoing decision of Bacon, C. J., was reversed, on the ground that the case of Re Stockton Iron Furnace Co. above did not apply, but that the matter fell within Re Thompson, Ex parte Williams (L. R. 7 Ch. Div. 138; 37 L. T. (N. s.) 764.)