The claim could not be supported. He could not, as against the company, have compelled payment of any money in respect of fines; and if the arbitrator in making his award had taken the amount of fines into consideration, as he probably had, the result was that a very good bargain had been made for the estate, and those in remainder were entitled to the benefit of it. tenant for life was not entitled to any portion of the compensation-money paid under the Lands Clauses Act; and unless, therefore, his claim in respect of the fines was sanctioned by law as between him and the railway company, the whole money must go for the benefit of the estate. was the question to be decided. This Under the 95th and 96th sections of the Lands Clauses Consolidation Act, which was passed before copyholders had the right by law to compel enfranchisement, no fine was payable to the lord for the enfranchisement of land taken by public companies, but the amount of compensation was to include the loss in respect of fines, &c., and was to be dealt with under the 73rd section of the act. By the Copyhold Act, 1852, copyholders admitted subsequently to the 1st of July 1853 were enabled to demand enfranchisement, subject to certain terms, one of which was the payment of the fines and fees consequent on such admittance. The railway company, however, were not in the position of copyholders coming in under this act, but they came in under a totally different act of parliament, which not only gave them the right to insist on enfranchisement, but by the 96th section made it compulsory upon them to procure their lands to be enfranchised. The two modes were entirely distinct; nor could the Copyhold Act, 1858, affect the question. That act was passed after the reference to arbitration, but before the award was made. But even if the reference had been made after the act had come into operation, the question must still depend upon the Lands Clauses Act. Under the 95th section of that act, until the lands taken should have been enfranchised, they were to continue subject to the same fines, rents, heriots and services as were theretofore payable and of right accustomed. So far it was plain that no fines were made payable as a premium for exercising the priviNEW SERIES, 32.-CHANC. lege of enfranchising the land, as was the case under the Copyhold Acts. By the 96th section of the Lands Clauses Act the promoters of the undertaking were directed to procure, the lands taken by them to be enfranchised, and for that purpose to apply to the lord to enfranchise the same. These words might be thought to imply that the company were to be put in the same position as any other copyholder as to the terms on which enfranchisement was to be procured; but it had been held in the case of The Ecclesiastical Commissioners v. the London and South-Western Railway Company, that no fine was payable by the company upon a conveyance under the 95th section. Even if the company had submitted to the demand, and paid these fines eo nomine into court, the tenant for life would not have been entitled to the benefit thus obtained; but it must enure for the benefit of the inheritance. There was nothing, however, in the evidence to bring the case up so high as that; because a simple lump sum was paid, and no part of it was specially appropriated as being paid in respect of fines. The certificate must be varied by declaring that the tenant for life, Sir T. M. Wilson, was not entitled to the sum of 1,0167. in respect of fines. From the above decision the lord of the manor appealed to the Lords Justices. Mr. Rolt and Mr. Hetherington (Jan. 23) supported the appeal. Mr. Daniel and Mr. Hanson, for the respondent, were not called on. LORD JUSTICE KNIGHT BRUCE.-If the question were whether the interest of the tenant for life should be severed from the fund, and the residue free from that interest should be given over to the remainderman, I should have allowed more weight to the argument; but here the claim is to assume a certain benefit of a particular character to have fallen in to the tenant for life which did not fall in at that time; and that the tenant for life is not only to take out of the fund the particular benefit assumed to have fallen in to him, but also to have the income of the residue as well. There is no justice or reason in this claim. The possible benefits which may be derived from the tenancy for life are to be con 2 C sidered in estimating the whole value so far as they affect the particular land taken. The fee simple of the manor is to be valued, and in estimating the value to the lord of the manor for the time being, the possibility of fines is to be taken into consideration; but upon what principle the interest of the tenant for life is to be severed from the reversion I do not understand. It appears to me that the Vice Chancellor has taken a correct view of the case. He gives to the tenant for life damages in respect of the immediate injury to the life estate, making the residue to represent the inheritance, and giving to the tenant for life the interest of the fund. I do not see how the Vice Chancellor could have taken any other course. LORD JUSTICE TURNER.-I also agree with the conclusion of the Vice Chancellor. It is true that the Lands Clauses Act only came into operation with the special act; but in considering the construction of the Lands Clauses Act, we must look at the circumstances which existed at the time it was passed. The Lands Clauses Act provides for a conveyance to the company, which, until enrolment, leaves matters as they existed before its execution. The property still retains its copyhold tenure, and is subject to copyhold liabilities. Then, the conveyance is to be enrolled within three months, on which the land is enfranchised, and compensation is to be estimated in the manner prescribed by the act. Nothing can be more clear than the continuation of this part of the act. The fines, heriots and other services are to be estimated, and to be taken as an aggregate, and all fines are to be taken into consideration which would have become due at any time but for the extinction of the copyhold tenure. It is said that the tenant for life would be entitled to fines which might become due between the conveyance and the enrolment, but in that case such fines would be taken into consideration in the estimate. However, I give no opinion on that question, which does not arise in the present case. In this case no fines accrued between the vesting of the property in the company and the period of enrolment. The undoubted construction of the act must be, to put the company purchasing copyhold land under the obligation of paying for all fines, heriots or other services which may at any time hereafter become due, but there is nothing in the act which confers on the tenant for life any particular interest in respect of any particular fines that may accrue at any particular time. According to the law as it existed from 1845 to 1852, there was to be a general assessment of all fines, on death, descent or alienation; and that being so from 1845 to 1852, can it be said that the Copyhold Acts of 1852 and 1858 created a totally different interest? An act passed for the purpose of enabling copyholders to obtain a compulsory enfranchisement cannot alter the provisions of the act of 1845, passed with a totally different object. The injury which would be done to the tenant for life is fully compensated by the provisions of the act. The tenant for life gets a benefit which he never could have got by himself. He gets no fines during his lifetime, but he gets the interest of all future fines which may accrue after his death. That is the principle on which the Lands Clauses Act is framed. I think, therefore, that the view which Mr. Rolt took of the act, that there was a fine to be paid to the tenant for life on alienation to the company, cannot be sustained. Partnership-Dissolution-Taking Ac counts-Capital—Interest. If a partnership is dissolved by decree, and accounts are directed, it means according to any existing articles of partnership, or system on which the accounts have been taken up to the time of the dissolution, no settled accounts being disturbed. A decree dissolving a partnership terminates any existing articles, and if thenceforward the business is carried on for the purpose of winding up the affairs, the accounts must be taken in the ordinary form, allowing simple interest on the capital. The plaintiff and defendant carried on the business of millers and mealmen in partnership from the 1st of July 1840. Differences arose between them some time previous to 1859 as to the mode of writing off allowances for bad debts from the balance of September 1858. This ultimately caused a breach, and the ill-feeling that arose made it impossible to carry on the business beneficially for either. This suit was then instituted, and on the 20th of June 1861, a decree was made dissolving the partnership from that date, and without disturbing settled accounts; it at the same time directed an account of all dealings and transactions between the plaintiff and defendant as co-partners, and of the property, stock and effects of the partnership, and it gave directions for their sale-Watney v. Wells (1). The last settlement of accounts between the parties at the time of the decree was on the 31st of March 1858. After the decree the business was carried on for the purpose of being wound up, but it was not finally stopped until August 1862. The articles of partnership provided that the capital of the firm should be 100,000l. The plaintiff was to bring in 75,000l., and the defendant 25,000l.; but this provision. was disregarded, and each partner was from the first credited in the partnership-books with the amount belonging to him in the concern; and when the last balance-sheet was made the capital of the plaintiff amounted to about 74,5071. 148. 8d., and that of the defendant to about 9,470l. 2s. 5d. The articles also provided that out of the net profits of the business the plaintiff and the defendant should in the first instance be entitled to interest at 5l. per cent. on their respective shares of the joint capital, and that they might draw for such interest half yearly, on the 31st of March and the 30th of September in every year, and that the gains and profits, after deducting the interest upon the capital should be divided into four equal parts, and that the plaintiff should be entitled to three of such parts, and the defendant to the remaining fourth part, and also that a general account and rest of dealings and transactions should be taken halfyearly, on the 30th of September and the 31st of March, during the continuance of the partnership. From 1855, however, the (1) 30 Beav. 56. shares of the partners were altered, and it was agreed that each of the partners should be entitled to half of the assets, and credited or debited with one-half of the profit or loss. The manner in which the accounts had been taken between the plaintiff and defendant was by debiting each partner with any loss and with all sums drawn out by him during each half-year, with interest thereon, and crediting him with the amount of his capital, with interest thereon, and with all sums paid in, and interest thereon, and also with profit. This was the mode adopted by the defendant for taking the accounts previous to the decree; but after the decree he insisted that the principle of taking the accounts no longer applied, and that no interest ought to be allowed on the capital of either, as from that time the business was terminated and was continued merely for winding up the affairs of the partnership. The plaintiff made up the accounts with half-yearly rests, except that he did not credit either partner with profit or debit him with loss. He also considered that he was entitled to compound interest upon his capital up to the stopping of the business in August 1862, upon the principle of its being capital borrowed by the firm. In both the preceding accounts, therefore, interest was calculated every half-year on the balance standing to the credit of each partner during the previous half-year, which balance of course included interest on the capital for the half-year preceding, so that compound interest was charged on capital. The chief clerk, however, in the absence of any special directions in the decree, proposed to take the accounts according to the usual practice, without annual rests, viz., to commence the account of each partner, with the amount standing to his credit as capital on the 31st of March 1858, to credit him with all amounts paid in, and debit him with all amounts paid out, crediting him with simple interest at 51. per cent. on the capital and amounts paid in, and debiting him with interest on drawn out. sums The case was brought on by adjournment from chambers. The Solicitor General, Mr. Baggallay and Mr. Wickens, for the plaintiff, James Watney. Mr. Selwyn and Mr. W. W. Cooper, for the defendant, William Henry Wells. The MASTER OF THE ROLLS.-When the Court dissolves a partnership, and directs an account of the dealings and transactions, it means that such accounts should be taken on the footing of the partnership articles up to the time of the dissolution, and assuming that there were no articles, then that they should be taken upon the principle on which the partners, as shewn by the books of account, had been accustomed to take them. Such accounts as these are quite distinct from the accounts taken in suits which relate to mortgages; no rests are there made unless the decree specially directs them. In partnership suits the accounts are taken on the principle adopted by the partners themselves in carrying on the business, and that principle must always be gathered from the articles of partnership, or from the books. of account, no settled accounts being disturbed. It is not necessary that the decree should state that the accounts were to be taken on the terms of the articles of partnership; the usual decree directing the accounts to be taken implies as much. But after a decree dissolving a partnership the circumstances are altered: the articles are at an end, and the business is continued simply for the purpose of winding up its affairs. The accounts from that time are taken as if two persons brought in a capital in unequal sums, and carried on a business without any articles of partnership. In such a case simple interest only is allowed on the capital, and the profits are divided equally between them. The accounts in this case must therefore be taken from the 31st of March 1858, the last settlement of account, up to the 20th of June 1861, the date of the decree, in accordance with the partnership articles and the books of account. Having then ascertained the amount of capital due to each partner on the 20th of June 1861, interest from that time at 57. per cent. must be allowed on those balances up to August 1862, and subject to that the profits must be divided equally between the partners. Interest, however, must be stopped on such sums of money as have been paid into court, or received by either party beneficially. Vendor and Purchaser-Fictitious Contract-Deposit-Right to recover. A purchaser of real estate upon signing the contract assigned and delivered a negociable bond, as a deposit, to G. T, who (though never admitted) alleged himself to be a solicitor and the solicitor for the vendor. G. T. transferred the bond to the defendant, as a security for his own debt. The vendor of the real estate was a fictitious person, and the contract a fraud. The purchaser filed his bill to get back the bond from the defendant; and upon an application for an injunction to restrain him from disposing of it,-Held, that the deposit did not make G. T. a trustee for the plaintiff; and that the defendant, being a purchaser for value, without notice, could not be restrained from dealing with the bond. a This bill was filed, by Thomas Smith Ashwin, on the 17th of November 1862, against Frederick Burton, to obtain declaration of title, and asking for the delivery up of a bond of the Carmarthen and Cardigan Railway Company for 1,000l. to the plaintiff, and for an injunction to restrain the defendant from assigning or disposing of the bond, or presenting the warrants or certificates for payment of the interest. By a contract dated the 12th of September 1862, Alexander Russell, described as of Clifton, in the county of Gloucester, agreed to sell to Mr. Ashwin a freehold estate, in the parish of Bardfield Saling, in the county of Essex, for 9,2507., which was to be paid by nine bonds or debentures called Lloyd's bonds, of the Carmarthen and Cardigan Railway Company, for 1,0007. each, and one like bond of 2507., bearing interest half-yearly at the rate of 51. per cent. per annum, and that such bonds should be transferred by Mr. Ashwin to A. Russell, under and subject to the conditions therein mentioned; the first of which was, that one of the bonds for 1,000l. should be transferred into the name of, and placed in the hands of, George Turner, of 44, Chancery Lane, solicitor for the vendor, as a deposit, and the remaining nine bonds were to be transferred to A. Russell on the completion of the purchase, which was to be on the 3rd of November 1862. The agreement was signed, George Turner, solicitor for the vendor. The plaintiff, in compliance with the condition, delivered one of the bonds for 1,000l. to G. Turner, and also a deed-poll executed by Howard Ashton Holden (the original obligee of the bond), assigning it to G. Turner. In consequence of the omission of G. Turner to deliver the abstract within the twenty-one days after the execution of the agreement, the plaintiff, on his return to town late in October, made various inquiries, from which he ascertained that there was no such person as Alexander Russell at Clifton; and on the 3rd of November 1862, George Turner himself informed the plaintiff that he had never been admitted a solicitor, and that he had delivered the bond, with the interest warrants and the deed-poll, to Messrs. Stuart & Massey, as a security for a debt due to the defendant, who was one of their clients. The plaintiff immediately informed Messrs. Stuart & Massey of the circumstances under which the bond had been obtained; he also, on the 12th of November 1862, gave them notice not to part with the bond, the interest warrants, or the deed-poll. Subsequently, however, he ascertained that the bond and deed-poll had been delivered to Messrs. Massey & Stuart by G. Turner on the 1st of November 1862, as a collateral security for payment by G. Turner to the defendant of 1301., secured by his cheque drawn about that time, but postdated the 17th of November 1862; and that on the same 1st of November G. Turner executed a deed-poll, by which, without consideration, he assigned the bond to the defendant. On the 7th of November 1862 the defendant caused the assignment to be registered in the books of the company. The bill alleged that, notwithstanding the agreement, the bond, debt and interest continued the property of the plaintiff, and that the bond, interest warrants and deed-poll were delivered to G. Turner, and were held by him upon trust for the purposes of the agreement, and, subject thereto, upon trust for the plaintiff. It further alleged, that Mr. Massey, on the execution of the agreement, promised G. Turner that he would not register the assignment of the bond with the company, or give them any notice thereof. This last allegation was denied by the defendant, the fact being that Messrs. Stuart & Massey were not aware of the interest which G. Turner had in the bond. It was also insisted that the defendant was a purchaser for value, without notice that the plaintiff had any interest in the bond. Mr. A. G. Marten.-The bond was obtained from the plaintiff by fraud; it was a chose in action, which was delivered to G. Turner as bailee, to be applied only for a limited purpose. He held it, therefore, as a trustee, and he could not part with it without the consent of the plaintiff. No act of the bailee, therefore, could confer a better right than that which he possessed. The bond was not assignable at law; the legal right therefore had not been parted with. Even in this court the transfer of a chose in action gave no legal right. The defendant, therefore, could obtain in equity only such an interest as the bailee possessed, notwithstanding the registration of the assignment made by G. Turner; the claim set up of being purchaser for value without notice was not without exception when applied to equitable interests. In the present case no valuable consideration passed between the defendant and G. Turner; it was a mere voluntary and collateral deposit to secure an existing debt, and no notice of the equitable interest of the plaintiff was necessary to complete it— The Athenæum Assurance Society v. Pooley, 3 De Gex & J. 294; s. c. 28 Law J. Rep. (N.S.) Chanc. 119. Pinkett v. Wright, 2 Hare, 120; s. c. 12 Law J. Rep. (N.s.) Chanc. 119: nom. Murray v. Pinkett, 12 Cl. & F. 764, 773, 785. Dearle v. Hall, 3 Russ. 1. Phillips v. Phillips, 31 Law J. Rep. (N.S) Chanc. 321. Frazer v. Jones, 5 Hare, 475; s. c. 17 Law J. Rep. (N.S.) Chanc. 353. |