Transfer by Broker without Consent of Principal.]-Brokers very often transfer stock without the principal being so much as mentioned, and yet he may maintain an action against the person to whom the stock was transferred. Lisset v. Reave, 2 Atk. 394.

J. caused a sum of South Sea stock, belonging to another person of the same name, to be transferred into his own name, and then into the name of a broker, for sale, and who accordingly sold it for him. In a bill against the representative of J. and the South Sea Company for satisfaction, the broker is not a necessary party. Harrison v. Pryse, Barnard. 324.

Undisclosed Principal.]-It is settled law that an undisclosed principal can sue in respect of a contract entered into in his behalf between stockbrokers, though by the rules of the Stock Exchange the brokers, as between themselves, are personally responsible. Langton v. Waite, 37 L. J. Ch. 345; L. R. 6 Eq. 165; 18 L. T. 880; 16 W. R. 508.

Quære, whether a custom exists on the London Stock Exchange that a broker not disclosing the name of the principal dealt with renders himself personally liable. Wilde v. Stephenson, 1 C. & E. 3.

3. BROKER, RIGHTS AND LIABILITIES OF. Guarantee of Performance.] A sharebroker employed to purchase shares does not thereby undertake to procure them absolutely, but only to use due and reasonable diligence to endeavour to do so. Fletcher v. Marshall, 5 Railw. Cas. 340; 15 M. & W. 775; 10 Jur. 528.

According to Custom.]-Where a vendor employs brokers to sell shares on the Stock Exchange, he gives them authority to sell according to the custom then prevailing, and cannot limit that authority by private instructions to them. Coles v. Bristowe, 38 L. J. Ch. 81; L. R. 4 Ch. 3; 19 L. T. 403; 17 W. R. 105. Nickalls v. Merry, 45 L. J. Ch. 575; L. R. 7 H. L. 530; 32 L. T. 623; 23 W. R. 663.

When Shares unprocurable.] — A stockbroker having an order to purchase shares in a foreign railway, bought a letter of allotment. There were no shares in the market, and the practice of the Stock Exchange was to buy and sell letters of allotment as shares in that railway. In an action for the value and commission :-Held, that the jury was properly directed to consider whether the order was to buy that which was sold in the market as shares, or to wait till the actual shares

bought for the plaintiff scrip certificates, which were sold in the share market at a premium as Kentish Coast Railway scrip, and were signed by the secretary of the company. The genuineness of this scrip was afterwards denied by the directors, who alleged that it was issued by the secretary without authority. In an action to recover back from the broker the price paid to him by the plaintiff for this scrip, on the ground of its not being genuine -Held, that the proper question for the jury was, whether what the broker intended to buy was that which was sold in the market as Kentish Coast Railway scrip. Lamert v. Heath, 15 M. & W. 486; 4 Railw. Cas. 302; 15 L. J. Ex. 297; 10 Jur. 481.

Time of Delivery.]-Upon a sale by one broker to another, of shares in a mine, they respectively signed, bought, and sold notes, the form of which was as follows:

66

Bought, T. F. 250/5120ths shares in Wheal Charlotte, at £2 5s. per share, £562 10s. for payment, half in two months, and half in four months." In an action for not accepting the shares :-Held, that evidence was admissible of a custom among brokers in mining shares, that in contracts relating to the sale and purchase of such shares, the delivery takes place at the time appointed for payment. Field v. Lelean, 6 H. & N. 617; 30 L. J. Ex. 168; 7 Jur. (N.S.) 918; 4 L. T. 121; 9 W. R. 387-Ex. Ch.

Benefit of Usage Recovery of Payments.] -A party who employs a stockbroker to transact business for him at a particular place, is bound by the established usage of that place relative to the mode of transacting that sort of business, whether he knew of the usage or not. Bayliffe v. Butterworth, 5 Railw. Cas: 283; 1 Ex. 425; 17 L. J. Ex. 78. S. P., Bayley v. Williams, 7 C. B. 886; 18 L. J. C. P. 273.

By the usage of the Stock Exchange, brokers are held responsible to each other for all engagements entered into by them on behalf of third parties. A person employed a broker there to sell scrip, but on the day of settlement made default, and the purchaser compelled the broker to pay the differences :Held, that the broker might recover the amount of those differences as money paid for the use of his employer. Ib.

If a party authorises a broker to buy shares for him in a particular market where the usage is that when a purchaser does not pay for his shares within a given time, the vendor, giving the purchaser notice, may resell and charge him with the difference, and the broker acting under the authority, buys at such market in his own name, such broker, if compelled to pay a difference on the shares through neglect of his principal to supply funds, may sue the principal for money paid to his use. Pollock v. Stables, 12 Q. B. 765; 5 Railw. Cas. 352; 17 L. J. Q. B. 352.

Liability of Broker.] The rule of the Stock Exchange by which the broker is con

sidered the person liable in the first instance for the value of stock sold is nothing more than an honorary regulation among its members. Mortimer v. M'Callan, 6 M. & W. 58; 9 L. J. Ex. 73; 4 Jur. 72. And see Langton v. Waite, 37 L. J. Ch. 345; L. R. 6 Eq. 165; 18 L. T. 80; 16 W. R. 508.

Sale of Certificates-Payment-ForgeryWarranty.]-A. employed B., a sharebroker and member of the London Stock Exchange, to sell for him documents, which purported to be scrip or certificates, each for fifty shares in a projected railway company. B. sold these certificates to C. and handed over the proceeds to A. The certificates being subsequently found to be forged, B. was called upon and obliged to pay (pursuant to a resolution of a committee of the Stock Exchange) to C. a certain agreed value as for genuine certificates of the company, and which considerably exceeded the price for which he had sold the spurious certificates. In an action by B. against A. to recover the sum so paid by him to C., the declaration contained a special count, averring a promise by A. that the certificates were genuine, and a count for money paid. Upon the latter count A. paid into court the sum he had received on the original sale with interest :--Held, that B. was not entitled to recover upon the special count, there being no promise, express or implied, that the certificates were genuine, and that under the count for money paid B. was only entitled to recover the amount actually paid by him to A. Westropp v. Solomon, 8 C. B. 345; 19 L. J. C. P. 1; 13 Jur. 1104.

Held, also, that the resolution of the committee of the Stock Exchange, made after the transaction was completed, however it might bind the members of that body, could not affect A. Ib.

a

Forgery of Transfer-Undisclosed Principal -Indemnity.] The plaintiffs, through stockbroker, bought of the defendants (stockbrokers) two railway debentures. The defendants were acting as brokers for A., but did not disclose the principal to the buyer's broker. They sent what purported to be a genuine transfer signed by A., B. and C., but it was in fact signed by A. only, who had forged the B. signature of and C. The debentures belonged to A., B. and C. as joint trustees. The transfer was registered by the railway company, and interest paid to the plaintiffs upon the debentures. B. and C. by a suit in chancery compelled the plaintiffs to deliver to them the debentures, and to pay to them the interest received :-Held, that the plaintiffs were entitled to recover from the defendants the sum paid for the debentures and the interest they had been compelled to refund to B. and C. Royal Exchange Assurance Co. v. Moore, 8 L. T. 242; 11 W. R. 592.

Bankruptcy of Broker-Trustee of Proceeds. A stockbroker who is instructed to sell trust funds and to re-invest the purchasemoney, with actual notice of the trust, is a trustee of the proceeds of sale, and the customer employing him is entitled as against his trustee in bankruptcy to so much of the proceeds of sale as can be identified. Strachan,

In re; Cooke, ex p., 46 L. J. Bk. 52; 4 Ch. D. 123; 35 L. T. 649; 25 W. R. 171-C. A.

Sharebrokers, by direction of a customer, purchased shares in a projected railway company, the consideration for which purchase, it was agreed, should be paid on the delivery of the scrip. After the purchase, the brokers, by the direction of the customer, sold the same shares at a higher price, to be paid on the delivery of the scrip. The sharebrokers then became bankrupt. The company was amalgamated with another company, and the scrip in the amalgamated company was

delivered. The customer was not allowed to prove against the estate of the bankrupts for the difference of the bought and sold prices. Norton, Ex p., 11 Jur. 699.

Receiving Payment for Principal.] — A person owing money to an agent, knowing him to be an agent, must pay in such a manner as to facilitate the money reaching the prin cipal's hands, and cannot pay by a settlement of accounts between himself and the agent. Pierson v. Scott, 47 L. J. Ch. 705; 9 Ch. D. 198; 38 L. T. 747; 26 W. R. 796.

The plaintiffs, as executors, instructed S.. a solicitor, to have some stock and shares sold, and in effect authorised him to receive the proceeds as money. S. employed the defendant, a stock and sharebroker, with whom he had at the time a current account for differences upon private speculative transactions on the Stock Exchange. The defendant having sold the property, paid a part of the proceeds to S., and by his directions placed the balance to the credit of S. in the current account. S. never paid the balance to the plaintiffs, but subsequently absconded and was declared bankrupt. The defendant had notice of the agency of S. :-Held, that he was liable for the balance. Ib.

The sale was made subject to the rules of the Stock Exchange, and the stockbroker alleged that by those rules the broker could recognise only the person employing him, and obey his directions as to the disposal of the proceeds of a sale-Held, that the rules of the Stock Exchange applied only to the sale on the Stock Exchange, and not to subsequent transactions. Ib.

Held, also, that no such rule or custom was proved, and that no such rule or custom could be upheld. Ib.

Omission in an Account.]-The defendant, a sharebroker, bought for the plaintiff, also a sharebroker, shares in a railway company, and sent to him an account debiting him with only the premium, and not the deposit, though the defendant had paid both. Afterwards the defendant sold the same shares for the plaintiff, and sent him an account, crediting him with a sum made up of both premium and deposit. The plaintiff bought and sold these shares for his own principal, and debited or credited them at the prices charged as above to himself, on the purchase and sale by the defendant-Held, that the defendant was not precluded from charging the plaintiff with the deposit on the first transaction, but upon the plaintiff bringing an action for a balance, might set off such deposit. Dails V. Lloyd,

(3) BROKER, RIGHTS 12 Q. B. 531; 5 Railw. Cas. 572; 17 L. J. Q. B. 247; 12 Jur. 827.

Lien of.] Stockbrokers advancing to bankers, their customers, a specific loan upon specific securities, have thereon not only a specific lien in respect of such loan, but also a general lien in respect of whatever else may be due to them from the bankers on account of their general business transactions; the rule in such cases being that the general lien is not excluded by special contract, unless the special contract be inconsistent with it. Jones v. Peppercorne, 1 Johns. 430; 28 L. J. Ch. 158: 5 Jur. (N.S.) 140; 7 W. R. 103.

The circumstance that the securities, though treated by the bankers as their own, belonged, in fact, to third parties, if not known to the brokers when making the advance, does not affect their right to general lien. Ib.

Bonds payable to bearer, and passing by delivery only, were deposited with bankers for safe custody, and the bankers afterwards fraudulently deposited them with their brokers as a security for money advanced, and became bankrupt :-Held, that the bonds were subject to the general lien of the brokers for all money advanced by them to the bankers, and not merely for the advance made upon the security of those particular bonds. Ib.

Pledge by Broker to raise Loan-Moneys to Pay off Misappropriation.]-A. commissioned his broker to obtain a loan on security of bonds which he deposited with him for that purpose, and shortly afterwards the broker obtained the loan from B., a member of the Stock Exchange. A. subsequently gave his broker the money to redeem the bonds, but he applied a portion of it to his own use, and was unable to redeem the bonds, of which fact he informed A. It was then agreed that A. should advance the broker a sufficient sum, by way of loan, to enable him to redeem the bonds, and that if the broker redeemed the bonds upon a particular day, A. would call and give him a cheque for the amount to be advanced. The broker gave B. his crossed cheque (upon the faith and in the belief that it would be honoured by means of the cheque to be given by A.), and the bonds were delivered up to him. They were afterwards handed over to A., who obtained them by means of a trick, but he refused to give his cheque, and the broker's cheque was dishonoured :-Held, that A. was bound to make good to B. the representation which he had made to the broker, and upon the faith of which he had given his cheque to B.; and he was directed to pay him the amount due upon the bonds, or in default, the securities to be delivered up to B. Mocatta v. Bell, 24 Beav. 585; 27 L. J. Ch. 237; 4 Jur. (N.s.) 77.

Held, also, that B. was not guilty of negligence in taking a crossed cheque, in accordance with the practice of the Stock Exchange, and delivering up the bonds, without first inquiring whether the broker had assets to meet the cheque. Ib.

Scrip Negotiability Estoppel.]— Scrip was issued in England by the agent of a foreign government, and such scrip purported

AND LIABILITIES OF.

to entitle the bearer, upon payment of £100 in instalments, to receive a definitive bond for £100. G. purchased scrip on the open Stock Exchange, and entrusted it to a broker, who pledged it to his bankers as a security for his private debt. All the instalments of the £100 had been paid. In an action of trover by G. against the bankers for the value of the scrip-Held, that he had, by purchasing the scrip and entrusting it to the broker, estopped himself from contending that it was not negotiable like a bank note. Goodwin V. Robarts, 45 L. J. Ex. 748; 1 App. Cas. 476; 35 L. T. 176; 24 W. R. 987.

Held, also, that the scrip was in fact negotiable in the same manner as the bond itself would have been negotiable. Ib.

Identical Stock must be Returned.]— The pledgee of railway stock is bound to return the identical stock pledged to him, and is not entitled to make a profit in the meantime by selling it and repurchasing other stock of the same kind at a lower price. A. and B., stockbrokers, borrowed, on behalf of the plaintiff, a sum of money, for a term of three months, from the defendants, who were also stockbrokers, upon the security of certain railway stock, which was transferred by the plaintiff into the name of one of the defendants' firm. At the expiration of the term the loan was repaid with interest, and the defendants, who, pending the loan, had sold the plaintiff's stock, purchased other stock, and re-transferred a similar amount to the plaintiff. The plaintiff claimed to be entitled to the amount of profit which the defendants had realised-Held, that he was entitled to sue as principal in the transaction; that the defendants were not justified, either by law or by the custom of the Stock Exchange, in parting with the security during the currency of the loan, but were bound to return the identical stock pledged; and that he was entitled to recover from the defendants the amount of profit realised by their dealings with the stock. Langton v. Waite, 37 L. J. Ch. 345; L. R. 6 Eq. 165; 18 L. T. 81; 16 W. R. 508.

Deposit of Bonds-Loan to Depositor.]—— A stockbroker, member of the London Stock Exchange, deposited bonds as a security for a loan with a stock and share dealer, a member of the London Stock Exchange. On the day

on which such a loan is repayable, the practice is for the lender to send back the securities to the borrower in the morning, and for the borrower later in the day to send a good cheque to the lender for the amount of the loan, or else to return the securities or other securities of equal value. The lender sent back the securities to the borrower on the morning on which the loan was payable: Held, that this did not affect the lender's right to the securities if the borrower did not give him a good cheque for the loan, or send him other securities of a value equal to that of the securities sent back. Burra v. Ricardo, 1 Cab. & E. 478.

Notice of Trusts affecting Shares.]-A stockbroker who is instructed to sell trust

funds and to reinvest the purchase-money, with actual notice of the trust, is a trustee of the proceeds of sale, and the customer employing him is entitled as against his trustee in bankruptcy to so much of the proceeds of sale as can be identified. Strachan, In re; Cooke, ex p., 46 L. J. Bk. 52; 4 Ch. D. 123; 35 L. T. 649; 25 W. R. 171.

Transfer of Shares subsequently Avoided by Winding-up.]-If A. employs B. as broker to buy shares in a company, according to the rules of the Stock Exchange, for a certain account day, and B., in accordance with such rules, pays for and takes a transfer of the shares on that day, A. is bound to repay B. the amount so paid, although before such account day the company is being wound up under 25 & 26 Vict. c. 89, s. 153, which enacts that every transfer of shares shall then be void unless the court otherwise orders. Chapman v. Shepherd, 36 L. J. C. P. 113; L. R. 2 C. P. 228; 15 L. T. 477; 15 W. R. 314.

After a company had commenced windingup voluntarily, the plaintiff, a broker, was employed by the defendant to sell shares in such company according to the rules of the Stock Exchange, by which it was defendant's duty to execute a transfer of such shares to the purchaser. The broker having thereupon made a contract for the sale of such shares :Held, that the defendant was bound to execute a transfer of them, though the sanction of the liquidators had not been obtained, and it was not defendant's duty to get such sanction, and notwithstanding 25 & 26 Vict. c. 89, s. 131, makes all transfers of shares void which have taken place without such sanction after the commencement of winding up the company. Biederman v. Stone, 36 L. J. C. P. 198; L. R. 2 C. P. 504; 16 L. T. 415; 15 W. R. 811.

Consent to Transfer Refused by Company.]-A defendant directed stockbrokers and members of the Stock Exchange to purchase some shares for him in a banking company. They accordingly contracted with a stock jobber for the purchase of the shares for September 15. The bank having stopped on the 3rd, the defendant, a few days after, gave notice to the brokers that he would not complete the purchase, and that they were not to pay for the shares. By the deed of settlement of the bank, the shares could not be transferred without consent of the directors, and notice of the transfer was to be given by either party to the directors. On the 15th the directors refused to allow the holders of the shares to transfer them, but transfers were nevertheless executed by the holders to the defendant, and on that day presented by the jobber, on their behalf, to brokers for the defendant. By the rules of the Stock Exchange, the brokers were thereupon bound to pay for the shares. This they accordingly did. They had no notice of the refusal of the bank to allow the transfer :-Held, that as the defendant, by directing the brokers to purchase the shares, necessarily gave them authority to pay for them pursuant to the rules of the Stock Exchange, they were entitled to recover the amount so paid for him, notwithstanding

the stoppage of the bank and the refusal of the directors to consent to the transfer. Taylor v. Stray, 2 C. B. (N.s.) 197; 26 L. J. C. P. 287; 3 Jur. (N.S.) 964; 5 W. R. 761-Ex. Ch. And see col. 1255.

4. JOBBER, RIGHTS AND LIABILITIES OF. How Satisfied.]-A stockjobber who purchases shares on the Stock Exchange must, in order to avoid personal liability to indemnify the vendor against calls, give in the name of a bonâ fide purchaser, who has ordered the shares to be purchased for him, and who can be legally compelled to accept a transfer of them. Maxsted v. Paine, 38 L. J. Ex. 41; L. R. 4 Ex. 81; 20 L. T. 34.

According to Custom of Stock Exchange.]-The exact contract or liability of a jobber on the Stock Exchange, who has purchased shares for the next approaching settling day, is that on that day he will either take the shares himself, and be bound himself to accept and register a transfer and to indemnify the vendor, or to give the names of one or more transferees, to whom no reasonable objection exists, and who will accept and pay for the shares. And if he takes the latter course, and the names are accepted by the vendor, and transfers executed to them, and the transfers are taken and paid for by those transferees or their brokers, the liability to register the shares and indemnify the vendor is shifted to those transferees, and the jobber is relieved from all further liability. But the liability of the jobbers continues entire and unbroken until there is an acceptance of the purchasers by the vendor, and an acceptance of the transfers by the purchasers or their brokers; and they are not discharged therefrom by merely paying the agreed price, and giving a name as that of the purchaser, if that name should be objectionable, or the person named refuses to accept the shares. Coles v. Bristowe, 38 L. J. Ch. 81; L. R. 4 Ch. 3; 19 L. T. 403; 17 W. R. 105.

When shares had been sold by jobbers without any express stipulation or condition, and therefore to all appearance in accordance with this usage, and the jobbers duly furnished the names of the purchasers, and paid the purchase-money, and the vendor prepared and executed transfers to them which could not be registered by reason of the suspension and winding-up of the company between the day of the contract and the settling day :-Held, that the vendor had no right to call for specific performance by, or to claim indemnity from, the jobbers. Ib.

Name passed must be of One Able and Willing to Buy.]-When a jobber purchases shares on the Stock Exchange, his contract is either himself to purchase the shares, or in the alternative, to substitute the name of a purchaser who is competent and willing to purchase. His liability is, therefore, conditional in the first instance, but if he fails to give such a name, it becomes absolute. If, therefore, the name given is that of an infant, or of a person who has given no authority to use his name, the jobber is liable. Rennie v. Morris (L. R. 13 Eq. 203) disapproved of.

Nickalls v. Merry, 45 L. J. Ch. 575; L. R. 7 H. L. 530; 32 L. T. 623; 23 W. R. 663.

The period of ten days limited by the rules of the Stock Exchange, within which the seller may object to the name given, has application only to objections grounded on the pecuniary incapacity of the person named to perform the contract, not to his capacity and willingness to enter into it. Ib.

The ten days' rule is to give time for the vendor to inquire into the solvency of the person so named, but is no bar to a claim of indemnity against the jobber upon its subsequently appearing that the party named was incompetent or unwilling to contract. Ib.

If, therefore, the name given is that of one who had no legal capacity to accept the shares, though the time limited is allowed to go by without objection to him, the original contractor, the jobber, will remain liable. Ib.

The rules of the Stock Exchange imply, that the name of the person given as that of the ultimate purchaser of shares must be that of one able and willing to purchase; and they are not satisfied if the name given is that of a non-existent person, a lunatic, an infant, a married woman, or a person who has not given authority for the use of his name. Ib.

M., not a member of the Stock Exchange, directed his broker to sell certain shares of a company, and the broker sold them to a jobber, who, according to the known practice on the Stock Exchange, sold them again (and in a similar way they passed through several hands), and the jobber (without fraud) received from his purchaser, and passed on to M.'s broker, the name (that of L.) as the name of an ultimate purchaser; M. executed a transfer to L., and received payment for the shares; L. turned out to be a minor legally incapable of accepting the shares; M.'s name (though without his knowledge) remained on the registry of the company; L. did not pay the subsequent calls, and M. was required to pay them--Held, that the jobber was liable to make good to M. the calls which he had been compelled to pay on L.'s default. Ib.

Ten Days' Rule.]-By the custom of the London Stock Exchange, shares are to be transferred not later than the tenth day after the settling day fixed on by the parties; and the vendee's contract is to pass (i.e., to give to the vendor, within that time) the name of a person who will take a transfer of the shares; and the person whose name is so passed has a similar right, within the time, to pass the name of another person; and so on until the name of an actual purchaser of shares is passed to the vendor. This custom is legal, and when the proposed name has been given, and the transfer executed and paid for, privity of contract between the original seller and the ultimate purchaser is completely established. Sheppard v. Murphy, 16 W. R. 948; Ir. R. 2 Eq. 544.

Passing Name of Infant.] — C. & Co. directed their brokers to purchase for them 200 shares in a company, and on the settling day forwarded to them the name of an infant transferee. Shortly afterwards the company was ordered to be wound up, and upon the

VOL. IV.

application of the infant his name was removed from the list of contributories, and the names of the transferors substituted in its place. By a resolution of the committee of the Stock Exchange, the broker was ordered to indemnify the transferors-Held, that C. & Co. must indemnify the brokers. Peppercorne v. Clench, 26 L. T. 656.

A., B., and C. each bought thirty shares in a company through the same country broker. Fifteen of the shares were sold by D. The brokers placed all the ninety shares in the name of an infant nominee. On the windingup of the company D. was made a contributory. The court ordered A., B., C., and the brokers to indemnify D. Brown v. Black, 42 L. J. Ch. 814; L. R. 8 Ch. 939; 29 L. T. 362; 21 W. R. 892.

Right of Jobber to Vendor's Compromise. The owner of shares in a company on which a considerable sum remained to be paid sold them in the usual way to a stockjobber who, on name day, gave the name of a transferee who was subsequently proved to have been an infant. The vendor filed his bill against the jobber for indemnification in respect of all calls on the shares. He also made an agreement whereby he undertook to pay to the liquidator of the company a given sum, to transfer the shares to the liquidator, and to give him authority to sue and use his name in all proceedings against the jobber for the amount of calls due and all expenses incident to such proceedings, in consideration of which the liquidator was to do all in his power to procure a release for the vendor. In the meantime it had been decided by the House of Lords, that in such a case as this the jobber is liable to the vendor. The jobber claimed the benefit of the agreement with the liquidator, and contended that the release operated in his favour, and that no more could be recovered from him than the liquidator was entitled to recover from the vendor :-Held, that as the object of the agreement was to enable the liquidator to enforce his claims against the jobber the latter could not claim the benefit of part of it without giving effect to the whole, and that consequently the agreement did not enure to his benefit. Heritage v. Paine, 45 L. J. Ch. 295; 2 Ch. D. 594; 34 L. T. 947.

Winding-up-Vendor put on ListRemedy.]-D. held shares in a company, which he agreed, through his broker, to sell to N., a dealer on the Stock Exchange. N. in due time gave the name of E. as the transferee, and the shares were transferred to him. The company was afterwards wound up; and as E. was an infant, D. was placed on the list as contributory in respect of these shares, and had paid £1,300 for calls on them. D. commenced an action against N. to recover the £1,300, and N. then filed a bill against D. and the father of E., alleging that the father was the real purchaser of the shares and liable for any loss, and praying that the action might be restrained and that the questions might be decided in the suit :-Held, that D. ought not to be deprived of the opportunity of establishing his claim, and of recovering, if he could, against N., merely because another

40