tions shew that the Legislature contemplated that land might be taken at different periods. (See sects. 84, 85, and 89). The meaning of "taken" is an actual taking, and not a mere right to take. The effect of purchasing the tenant's right was only to give the company a right to take the land itself. The Legislature contemplates a taking to carry on the works; that was not the intention of the company, and, in point of fact, the works have never been done. From the case of Burkinshaw v. The Birmingham and Oxford Junction Railway Company (5 Exch. 475), it appears that the land must be actually taken, and actually affected by the works. ERLE, C. J.-I am of opinion that there should be no rule. The land in question was, in fact, taken by the railway company. An unknown interest appears, and the plaintiff, who is entitled to that interest, demands compensation. I think she is entitled to her money. It appears to me that she has proved her title, within the words of the 68th section, for her claim is for an "interest" in land taken from her by the defendants. BYLES, J.-I am of the same opinion. This claim is within the words of the act of Parliament, which are, "any lands, or any interest therein, which shall have been taken, or injuriously affected, by" the execution of certain works. The plaintiff claims an "interest," within that section. Her title might have been disputed; it was not disputed, and, in my opinion, she is entitled to succeed in this action. KEATING, J.-I am of the same opinion. The question left to the jury was the proper one, and by their verdict they have found that the plaintiff's property was taken by the defendants. She is, therefore, entitled to our judgment.-Rule refused. to the defendants, in and about the selling and disposing of shares in the said company for reward to the plaintiff in that behalf, to be paid by the defendants, i. e. 100l. to be paid down, and 4007. in addition, on the allotment of the whole of the shares of the said company; and thereupon, in consideration of the premises, and that the plaintiff then promised the defendants to fulfil the said agreement on his behalf, the defendants then promised the plaintiff to permit and suffer him to act as such broker, and to sell and dispose of the said shares for the defendants as aforesaid. And the plaintiff did all things, and all things before suit had happened, necessary to entitle the plaintiff to the fulfilment by the defendants of their said promise; yet the defendants, without any reasonable cause or reason, wrongfully refused to permit the plaintiff to act as such broker, or to sell and dispose of the said shares for the defendants as aforesaid; whereby the plaintiff was prevented from earning the said 4007. so to be paid to him in addition as aforesaid. The pleas traversed the allegations in the declaration respectively. At the trial, before Williams, J., it appeared that the defendants previous to 1862, had entered into an agreement with one Lascelles, who professed to act for his son, to purchase certain land in India, for the purpose of tea planting; and that Lascelles had deposited 1000l. as a guarantee that the undertaking, with reference to the land and the bringing out of the company, should be carried out. The company was formed, and a prospectus was issued, in which it was stated that the company was incorporated under the Companies Act, 1862, that 50,000l. was to be the capital, and that the company was formed for the purpose of purchasing two freehold estates in the Madras Presidency of India, for the cultivation of tea and coffee. The plaintiff was then requested to act as broker for the [Before ERLE, C. J., WILLES, BYLES, and KEATING, company, which he stated in his evidence he consented JJ.] INCHIBALD V. THE WESTERN NEILGHERRY COFFEE, of the other-Measure of damages. had been made with the vendor. The information to do, on the faith of a statement in the prospectus, taking with the vendor of the estates had been made. from which it was to be inferred that a binding underThe plaintiff attended a board meeting, and the terms of the plaintiff's appointment were then fixed. 1007, was to be paid at once, and 4007. on the allotment of shares to the extent of 40,000l. The plaintiff then commenced his duties on behalf of the company, and succeeded in disposing of the greater part of the shares. Nothing had ever been communicated to the plaintiff to induce him to doubt but that a complete bargain first reached him when a shareholder handed him a circular to the effect that the company was to be with interest, would be returned to the shareholders. wound up, and that the full amount of the shares, By the arrangement with Lascelles, senior, 50,000l. 10,000l. thereof was to have been received in shares. was to have been paid to him for the property, and In 1863, however, the son refused to complete the sale, and the company having considered what course to adopt, decided that they would not enforce the contract by legal proceedings, but that they should The declaration stated in the first count, that the dissolve the company, and return the shareholders the plaintiff sued the defendants for money payable by amount of their shares. On reading the circular the the defendants to the plaintiff, for work done and ma- plaintiff wrote to the defendants expressing his surterials provided by the plaintiff, as a broker and other-prise that he should have been kept in ignorance of wise, for the defendants, and at their request; and for commission and reward due from the defendants to the plaintiff in respect thereof; and for money lent by the plaintiff to the defendants; and for money paid by the plaintiff for the defendants at their request; and for money received, and for money found to be due on accounts stated. Second count, that it was agreed between the plaintiff and the defendants, that the plaintiff should become, and be and act as, stockbroker company had not been dissolved. these circumstances, and asking for payment of the 4007., as he considered he was entitled thereto as if the shares had all been allotted. It was conceded, that had the company continued to exist, the remainder of the shares would, in all probability, have been allotted. On the other hand, it was not suggested that the company in dissolving had acted from any improper motive; and it was admitted that they had proceeded on prudential grounds only. The defendants refused to admit the plaintiff's claim; but it appeared that they had at one time offered him 3501. The verdict of the jury was in favour of the plaintiff, leave being reserved to the defendants to move. A rule was accordingly obtained, calling on the plaintiff to shew cause why the verdict found for him should not be set aside, and instead a verdict entered for the defendants, or a nonsuit, on the ground that on the evidence the plaintiff was not entitled to re cover. Karslake, Q. C., and H. James shewed cause.-It may be that the defendants were right in dissolving the company instead of compelling Lascelles to fulfil his undertaking, but the question is, whether the plaintiff is not entitled to recover, either on a quantum meruit or on the special count. This is the case of a company putting it out of their power to fulfil their contract, and the plaintiff is, therefore, entitled to compensation, although the period on which the payment was to fall due has not in strictness arrived. In Planché v. Colburn (8 Bing. 14) the plaintiff was engaged by the defendants to write a treatise for a periodical publication, but the defendants abandoned their periodical before the treatise could be completed, and it was held, that the plaintiff might sue without tendering or delivering the treatise. (See also Prickett v. Badges, 1 C. B., N. S., 296). In Moffat v. Laurie (24 L. J., C. P., 56) there was an option left to the party interested; here the time for earning the 4007. was really fixed. Prentice, contra.-The point here is, whether a plaintiff can sue on a quantum meruit when a special contract is unperformed. No default is imputed to the company, and under the circumstances which have occurred, the plaintiff is not entitled to his commission. In point of fact, all the parties were engaged in a speculation. There was no contract on the part of the company to allot all the shares; they were only bound not, by their default, .to prevent the allotment being carried out. In Simpson v. Lamb (25 L. J., C. P., 113) it was decided, that an action would not lie for a bare revocation of an authority to sell on commission, although the party to whom the authority was given might be entitled to remuneration for work which he might have done in pursuance of the authority, and before revocation, if the terms of the contract were such that a contract to pay such remuneration might be implied. For the plaintiff to have any right of remuneration for part of his services, the entire peformance must have been prevented by the defendant. (Story on Agency, s. 324; Cutter v. Powell, 2 Smith's L. C. 1, notes). ERLE, C. J.-I am of opinion that this rule should be discharged. The action was brought by the plaintiff claiming to recover 4007. on a contract entered into with the defendants, under which he was to be paid 4007. when all the shares should be allotted. The shares never were allotted, and the plaintiff was not, therefore, entitled to recover under the contract. Since the case of Planché v. Colburn, it has always been held, that whenever one of the parties to a special contract not under seal has disabled himself from performing his part of it by his own act, the other party may at once proceed to recover for the amount of work actually done. Here, the defendants, by their own act in winding up the company, rendered it impossible that all the shares should be allotted. When somewhat less than the whole amount of the shares had been allotted, the directors resolved to wind up the company, and the plaintiff was thus prevented from proceeding with the disposal of the shares in hand. The question which remains is, what are the damages to which the plaintiff is entitled? Passing over the particular form of the declaration, and applying the ordinary rule to this case, it appears that the plaintiff is entitled to what he has lost by the act of the defendants in prematurely winding up the company. The cause of the winding up was, no doubt, the repudiation of the contract by Mr. Lascelles, but no litigation was commenced for the purpose of enforcing that contract. It is probable, however, that if there had been any litigation, the public would not have taken shares in the company. It seems, then, that what the plaintiff lost was, if I may so say, a risk, from which, it might be, he would, in one event take nothing. But, on the other hand, if the litigation had been proceeded with, the company might have recovered, and in that case the plaintiff would probably have received the whole amount. It appears, therefore, that the plaintiff is entitled to recover what he has lost by the dissolution of the company. We hold the defendants responsible with less scruple, because the plaintiff acted in good faith throughout. The defendants were respectable persons, but they knew in the early part of 1863, that young Lascelles had repudiated his father's contract, and yet they did not communicate the circumstance to the plaintif who heard of it by accident only at a later period In the meantime they had allowed him to do his best in disposing of their shares. The conclusion to which we have arrived in respect of the damage sustained is, that the sum of 2501. is the compensation to which the plaintiff is entitled. of WILLES, J.-I am of the same opinion. The defendants have put it out of their power to allow the plaintiff to have the benefit of his contract. If a horse which has been purchased is poisoned before de livery, the delivery of the horse is a performance of the contract: but it is not a real performance, because the vendor has, by his own act, prevented the purchaser from enjoying the benefit of his purchase, and so a breach of the contract has been committed. If an act is done by any one throwing a difficulty in the a party, by reason of which payment of money by tha party is practically rendered impossible, the party whom the difficulty was interposed is liable. Applying that rule here, we find that the company underto to pay their broker 4001. on the allotment of al the shares, i. e. in the ordinary course, the allotment not being prevented by them. The shares not being allotted so soon as was expected, it was proposed to the plaintiff that he should accept 3501.; and certain other propositions were made, all of which it was eventually agreed should be postponed. There af pears to have been at that time good faith on both sides, and it was believed both by the company and the plaintiff, that all the shares would be issued. In February, intelligence arrives of Lascelles's repudiation, and the defendants, without consulting their broker, agree to wind up the company. Of course Lascelles's refusal to complete the contract might lea to persons refraining from subscribing, unless ther were a litigation ending in success. But the defend ants put an end to the company altogether, and comes to this-that they have rendered that impos sible which before was possible. The result is th either in damages or payment, the plaintiff is entitled to compensation; and he ought to receive 400 less the sum which will represent the risk incurred by him; and I agree, that 2501. is a fair amount. BYLES, J.-I am of the same opinion. I asked Mr. Prentice, in the course of the argument, what was the contract? and he said, that it was not that the com pany should allot the shares, but that they would not prevent the allotment by any act of theirs. The proximate cause, however, of the shares not being a allotted, was the act of the defendants in winding? their company. We may not go behind that cans. and conjecture what led to the proceeding being adopted that cause being the act of the defendants. But our uncertainty in this respect has enabled us to form an estimate of the damages. KEATING, J.-I am of the same opinion. The plaintiff has not, as a matter of fact, performed that which he contracted to do; but in one sense he was prevented from so doing by the act of the defendants. At the same time, it cannot be forgotten that the defendants acted as they did on the occurrence of events which, if matters had been allowed to proceed, might have seriously affected the plaintiff's right of recovery. I agree with the Court in thinking, that the justice of the case will be met by the plaintiff being paid the sum of 2501.-Rule discharged; each party to pay his own costs of the rule. [Before ERLE, C. J., BYLES and KEATING, JJ.] HARRISON v. BLACKBURN,-Nov. 21. Bill of sale-Whether term of years passed under assignment of "all other his personal estate"-Trespass. A bill of sale recited that B. was indebted to the plaintiff 501. for goods supplied, and that, therefore, B. assigned to the plaintiff all the household goods, furniture, stock-in-trade, chattels, &c., at the Black Bull, and all other his personal estate whatsoever to which he was entitled." B. surrendered the remainder of his term in the Black Bull to his landlord. In an action of trespass for breaking and entering the plaintiff's house and land, and converting his goods therein-Held, that the bill of sale operated only to pass the chattels personal, and not the term of years. Held also, that in any event, as there had been no actual entry, the action of trespass could not be maintained. This was a special case stated by an arbitrator. It appeared that one Battersley was tenant from year to year of a public-house called The Bull's Head, and being indebted to the plaintiff in the sum of 50%. for ale supplied to him, executed a bill of sale in his favour on the 20th December, 1861. In July, 1863, the landlord put in a distress for two years' rent, which swept away all the goods, and Battersley subsequently surrendered his interest in the remainder of his term to the landlord, who made the defendant tenant. The plaintiff demanded possession of the premises before action brought, but never actually entered upon them. By the bill of sale, Battersley, after reciting that he was indebted to the plaintiff for goods supplied, assigned to him all his household goods, furniture, stock-intrade, goods, and chattels, in and upon his premises at he Bull's Head, and all other his personal estate what ever, upon trust, after demand made in writing, and n default of payment, to sell and dispose of the prenises, and apply the proceeds-first, in payment of he expenses of the sale; next, in satisfaction of his aid claim of 507., and to hand over the surplus to Batersley. The declaration was in trespass, for breaking and ntering the plaintiff's house and land, and converting nd destroying his goods therein. The defendant pleaded-first, not guilty; secondly, at the land, &c., and goods, &c., were not the plain ff's. The question for the Court was, whether, having gard to the deed and the facts found, any right or terest in the term passed to the plaintiff sufficient › enable him to maintain the action, and whether he uld maintain it without actual entry. James, Q. C. (Baylis with him), for the plaintiff. he term passed by the deed. The Court will look the intention of the parties, and Harrison, the brewer, who supplied the house, would naturally wish for the security of the term, as well as the goods, as it would enable him to sell beer to the tenant, and, if necessary, to sell the goods upon the premises; or he might carry on the business in the name of his nominee. [Byles, J.-The goodwill is found to be of no value whatever. Erle, C. J.—But you pray in aid the fact, that if the brewer has the house, he can get rid of a quantity of beer?] Yes; all the goods upon the premises at the Bull's Head are assigned, and the subsequent words, "all other his personal estate," must apply to the term, if any meaning is to be given them. In Ringer v. Cann (3 M. & W. 343) it was held, that by an assignment of all and singular the stock-intrade, &c., and personal estate of every description whatsoever of the said J. V., in, upon, or about the premises then in his occupation, and all other the personal estate and effects of him, the said J. V., whatsoever or wheresoever, a lease of the premises passed. [Erle, C. J.-That was a transaction to secure all the creditors, and that imports that all the estate should be assigned; this is a transaction to secure 60., and that imports that enough should be assigned to secure that sum only.] Yes; but the intention to convey all being expressed, you cannot limit it, because it was not for the benefit of all the creditors. [Byles, J.-Suppose the term was not only valueless, but burthensome, as if the value were 207. per annum, and the rent 401., would the term pass?] Yes, certainly. [Erle, C. J.-The burthen might be handed over to the man who swept the next crossing.] terest passed to the plaintiff by the deed, nor can he maintain the action without entry. It is admitted there was a demand of possession before action. [Byles, J.-Then there was an end of the tenancy at will.] Yes; but a mortgagee cannot bring trespass before entry. (Litchfield v. Ready, 5 Exch. 939; Turner v. Cameron's Coalbrook Company, Id. 932). [Erle, C. J.Those cases were between the mortgagee and the lessee of the mortgagor.] Actual entry, as well as demand of possession, is necessary to maintain trespass. [Erle, C. J.-If the term is vested in the plaintiff, is it not in his actual possession? (Cooper v. Willomatt, 1 C. B. 672).] That was a case of personal chattels, Erle, C. J.--In Williams v. Bosanquet (1 Br. & B. 238), it was held, that the assignment of a lease by way of mortgage, as a security for money lent, rendered the assignee liable in an action of covenant, though he had never occupied or become possessed in fact. In Ryan v. Clarke (14 Q. B. 73), Patteson, J., states-" It is laid down in Williams v. Bosanquet that entry is not necessary to the vesting of a term of years in the lessee, . . . though for the purpose of maintaining trespass the lessee must enter, since that action is founded on the actual possession." In Roscoe on Evidence, 582, 9th ed., it is laid down, that a lessee for years cannot bring trespass before entry. Secondly, this deed is distinguishable from that in Ringer v. Cann by the fact, that there the assignment was for the benefit of all the creditors. Manisty, Q. C., for the defendant.-No sufficient in James, Q. C., replied. ERLE, C. J.-I am of opinion that the verdict should be entered for the defendant. This is an action of trespass, and the plaintiff's claim is founded on the assignment of Battersley's interest in the Black Bull to him in 1861. Now, the deed relied on recites, that Battersley was indebted to the plaintiff in 507 for goods supplied, and he therefore assigns to him all the household goods, furniture, stock-in-trade, chattels, &c., at the Black Bull, and all other his personal estate whatsoever to which he was entitled. So that having assigned all his goods and chattels upon the messuage and premises, he goes on to assign all his other goods and chattels whatsoever. I think the parties merely intended an assignment of chattels personal, as general words following specific words are held to be limited in their effect to things ejusdem generis. It is very important, in a transaction of this kind, that an assignee should not be obliged to take a burthensome term which he may not be able to get rid of. In the case of Ringer v. Cann the assignment was for the benefit of all the creditors, and it was only reasonable to suppose that all the property was intended to be assigned. Moreover, there is here no provision for the payment of the rent, and had the assignment of the term been really contemplated, I think it would have been expressly stipulated that the assignee should discharge it. I think, also, that had the brewer wished for the security of the term, he would have stipulated for an express assignment of it. Also, I agree with Mr. Manisty on the second point, that the plaintiff cannot maintain trespass, as there has been no actual entry. warranty. The plaintiff's foreman went to the defendant's shop, and inspected nine soap frames. The frames were in separate pieces, not put together. The foreman agreed to buy six. The plaintiff the next day wrote to the difendant-" Please send to the above address the six new iron frames which were seen yesterday, on the following conditions:-They are to be warranted new frame, with all nuts and bolts complete." The defendant de"six new soap livered the frames, with an invoice, frames, and bolts and screws complete and perfect." The frames, on delivery, were found to be cracked, broken, and unfit for making soap:-Held, that this was not a sale of a specific chattel at the time of inspection; that the invoice sent with the frames was an express warranty that the frames were fit for use. Declaration. For that the defendant, by warranting BYLES, J.-I am of the same opinion on both points. that certain soap frames were then fit and proper to A grant of personal estate will, no doubt, include a be used for the purposes of making or manufacturing term of years, but we are at liberty to construe the soap, sold the same to the plaintiff to be used for the deed according to the intention of the parties, as col-purpose aforesaid; yet the said frames were not ther lected from it. (Rawlings v. Jennings, 13 Ves. 39). In Ringer v. Cann, Parke, B., says, that the clause as to rent applies both to bygone and future rent; and if it had been intended here that the assignee should have the term, it would have been stipulated that he should pay the rent, whereas by the trusts of the deed it is provided that he is not to do so. Again: in Ringer v. Cann there was an assignment of growing crops, and no distinct power given to take them, which makes it the more reasonable that the term should be held to pass. As to the other point, I at first overlooked the distinction between ejectment and trespass. But, as pointed out by my Brother Keating, a man could not bring ejectment without actual entry, or a rule confessing lease and entry. KEATING, J., concurred.-Judgment for defendant. HORWOOD v. WOOD and Others.-Nov. 15. The plaintiff, a merchant residing in London, entered into Watkin Williams moved to set aside service of a writ of summons served on the defendants in the above action. By the affidavits it appeared that the plaintiff was a merchant, carrying on business in London; that the defendants were merchants at Graham's Town, in the colony of the Cape of Good Hope; that the plaintiff entered into a contract by letter with the defendants; that the action was brought by the plaintiff against the defendants for an alleged breach of the said contract; that the writ of summons was in form contained in Schedule (A.) of the Common-law Procedure Act, 1852, and was served on the defendants at Graham's Town. Watkin Williams, in support of the motion, contended, that the cause of action intended by the Common-law Procedure Act, 1852, was a cause of action wholly arising within the jurisdiction; and cited Sichel v. Borch (33 L. J., Ex., 179). ERLE, C. J.-I am of opinion that there is a cause of action within the jurisdiction. BYLES and KEATING, JJ., concurred.-Rule refused. fit and proper to be used for the making or manufac turing of soap, and damage therefrom. Pleas-first, that the defendant did not sell the said soap frames as alleged; secondly, that the defendant did not warrant as alleged; thirdly, that at the time of the alleged warranty the said frames were fit and proper to be used for the making or manufacturing of soap. At the trial, before Keating, J., it was proved that the defendant, at one time intending to become a soap manufacturer, bought nine metal soap frames, but, having abandoned his intention, was desirous of disposing of the soap frames. The plaintiff, therefore, sent his foreman to inspect the frames. They were at that time in several pieces, which required to be put together to form the frame, and the plaintiff's foreman agreed to purchase six of the soap frames. The next day the plaintiff wrote to the defendant the following letter: "St. Luke's Soapworks, 63, Golden-lane. "Sir,-Please send to the above address six new iron frames, which were seen yesterday, on the following conditions, viz. they are to be warranted new frames, with all nuts and bolts complete, and to be delivered, free of expense, on Monday next, between twelve and two o'clock. Please send a receipt for 241, as cash will be sent on delivery. "Yours &c., "C. B. FOSBROKE, "Pro J. MALLUN." The frames were delivered, and with them an invoice. as follows, by the defendant-"Six new iron scap frames, warranted new, with all nuts and bolts con plete and perfect." It was further proved, that whe the pieces were put together they were found to be use less. They were cracked, the joints would not fit, and would not even contain liquid soap. The jury found a verdict for the plaintiff. The learned judge gave leave to the defendant to move to enter the verdict in his favour, if the Court should be of opinion that the warranty was not proved as alleged. Digby Seymour, Q. C., obtained a rule accordingly. Petersdorf, Serjt., and Kenealy now shewed causeThe frames were warranted complete and perfect: that is ample evidence of an express warranty. It is no question as to an implied warranty. When the plaintiff received the frames they were good fr nothing. [They cited Jones v. Bright (5 Bing, N. C. 533).] Digby Seymour, Q. C., and J. A. Russell, in support of the rule. This was the sale of a specific article. The buyer did not trust to the vendor; he inspected the pieces for himself. The fact that the article is inspected in separate pieces makes no difference. We might say the frames were not intended to make soap. [They cited Parsons v. Sexton (4 C. B. 899), and the judgment of Wilde, C. J., therein; Chanter v. Hopkins (4 M. & W. 399); Budd v. Fairmaner (8 Bing. N. C. 48); Bigge and Another v. Parkinson (31 L. J., Ex., 301); Prideaux v. Bunnett (1 C. B., N. S., 613); and Olivant v. Bayley (5 Q. B. 288).] tion, but they are an express warranty. They deal with matter of description, when you read the two contracts. The letter was after sale. "Send me six frames, with nuts and bolts complete." The invoice sent with the frames repeats these words, and adds the word "perfect." The question as to any implied warranty does not arise. There was an express warranty. They are to be more than complete; they are to be perfect. The words are not the same. Complete" implies having all parts; "perfect" implies well and good. 66 KEATING, J.-I am of the same opinion. At the trial. I certainly entertained some doubt how far a warranty was established by the plaintiff. I now entertain no doubt but that the warranty was both given and broken. The documents of contract are capable of no other construction. If I had any doubt, the words "complete and perfect" would leave no doubt. COURT OF EXCHEQUER. HILARY TERM. [Coram POLLOCK, C. B., MARTIN and PIGOTT, BB.] THE FURNESS RAILWAY COMPANY v. THE COMMISSIONERS OF INLAND REVENUE.-Jan. 23 and 30. 13 & 14 Vict. c. 97-Stamp duty on conveyance of stock. On the transfer of the entire interest in one railway company to another, preference stock agreed to be created in payment by the company to which the transfer is made, is chargeable with stamp duty on its market value. ERLE, C. J.-I am of opinion that this rule should be discharged. The action was on a contract by the purchaser of certain soap frames against the vendor, and it is said that the vendor contracted to sell frames fit to make soap. The jury at the trial found their verdict for the plaintiff. The defendant had leave to move to enter the verdict for him, if the Court should-Rule discharged. be of opinion that there was no evidence of any warranty. On the finding of the jury it appears that the plaintiff was a soap-maker, and that the defendant had also contemplated becoming a soap manufacturer, and had purchased these soap frames. The frames are required for the purpose of manufacturing soap. The plaintiff's foreman called at the defendant's place of business, and saw the metal in several pieces ready for the construction of the frames, and inspected each constituent part of the metal, and ordered the frames. The plaintiff wrote to the defendant, and bargains for the frames-"Warranted new frames, with all nuts and bolts complete." The defendant sent the frames with an invoice, in these words:"Six new soap frames, and bolts and screws complete and perfect." Now, the letter and invoice are found by the jury to be part of the contract. Was there evidence of a contract in the terms comCase stated by the Commissioners of Inland Replained of? I am of opinion that there was. All venue, pursuant to the 13 & 14 Vict. c. 97, s. 15, for questions of contract must depend on the intention of the purpose of determining the amount of stamp duty the parties. Can it be said that a purchaser intended payable on a deed of transfer, bearing date the 4th to purchase frames which were useless for the pur: Lancaster Railway Company and the Furness Railway August, 1863, under the seals of the Ulverstone and pose of making soap? At the trial it was proved that the frames could not be used to make soap; the maCompany, whereby, in pursuance of the powers given terial ran out and was lost. Well, then, what is the by the Ulverstone and Lancaster Railway Act, 1858, fair meaning of the word "perfect?" Why, I should and subject to the provisions thereof, the whole undersay, certainly, "fit to be used in the manufacture taking of the Ulverstone Company, their railway, with of soap." The case on breach of warranty of a whatsoever connected therewith, and the whole of their the sidings, stations, buildings, works, and conveniences horse has been referred to. There may be some known usage in the case of horses. Effect should lands, and other their property and effects, whatsoever be given to every word in the contract. I think in and wheresoever, were transferred and sold to, and the case of Behn v. Burness (32 L. J., Q. B., 204; 9 vested in, the Furness Company absolutely and for Jur., N. S., 620), in the Exchequer Chamber, the doc-ever, subject to all the debts, and all other the liatrine as to words when they are surplusage, matter of description, or conditional, is illustrated by several cases referred to by my Brother Williams. Much has been said, too, as to the article having been ascertained. No doubt where the matter of sale is ascertained by proper means of inspection, the property passes, and the law relating to the sale of ascertained and unascertained articles has been referred to; and it is said, in the case of an ascertained article, even if there be any additional stipulation, the purchaser cannot send back the article, even if it do not fulfil the stipulation. Perhaps he cannot send back the article, but have to bring an action for the loss sustained by the breach of contract. There may be a difference if the person who inspects is competent to form an opinion. This action is for breach of a stipulation beyond the name of the article, for the frames are said to be perfect and complete. may BYLES, J.-I am of the same opinion. I go very far with Mr. Russell in his argument, as to the sale of a specific article, if this had been so. But the words complete and perfect" are not part of the descrip bilities and engagements, of the Ulverstone Company, which the Furness Company thereby undertook to pay, satisfy, and discharge. By sect. 49 of the act of 1858, it was provided, that conclusively by a deed of transfer, duly stamped, and such a transfer "should be evidenced sufficiently and wherein the full consideration for the deed of transfer should be fully and truly set forth." The consideration for the transfer was not set out in terms, but appeared, from the recital of the agreement for the sale, to be the payment by the Furness Company of 98,6897. debenture debts of the Ulverstone Company, and the other debts, amounting to 40,0321. 4s. 2d., and the creation and allotment to the shareholders of the Ulverstone Company of the aggregate amount of 298,000, bearing interest at 67. per cent. per annum, which was to be extinguished. The Commissioners of in lieu of 298,000l. stock of the Ulverstone Company, Inland Revenue were of opinion, that the deed was chargeable with the ad valorem duty of 26451. 10s. as a "conveyance upon the sale of property," for the following considerations:-298,000l. preference stock of the Furness Company, which, at the price of 1317. for |