coupons assignable so far as the proceeds have been in fact expended in discharging debts of the company (o). СНАР. ІІ. The certificates of ownership of shares and stock of companies Certificates of which are transferable by deed and registration are not negotiable, shares. and convey no title by delivery; but the production of the certificate is a condition of obtaining registration, and a deed of transfer duly executed with delivery of the certificate gives a title to registration, and an equitable title to the shares or stock to the transferee (p). A share certificate issued by a company estops the company from denying the title under it (q).-Scrip certificates of shares in a company, purporting to entitle the bearer to be registered as the holder upon payment of the amount of the shares, are transferable by delivery according to mercantile usage, and convey a good title to a transferee who takes them bonâ fide and for value (). And in general a person who negotiates an instrument purporting to be transferable by delivery is estopped by the representation on the face of it from disputing the title of a bonâ fide holder for value, though the instrument is not in itself negotiable (s). By the National Debt Act, 1870, s. 26, "A stockholder may Public stock obtain a stock certificate, that is, a certificate of title to his stock or certificates. any part thereof, with coupons annexed, entitling the bearer of the coupons to the dividends on the stock." By sect. 32, a stock certificate, unless a name is inscribed therein, shall entitle the bearer to the stock therein described, and shall be transferable by (p) Soc. Gen. de Paris v. Walker, 11 (q) Balkis Co. v. Tomkinson, (1893) 66 A. C. 396; 63 L. J. Q. B. 134; Dixon (r) Rumball v. Metrop. Bk., 2 Q. B. D. (s) Per cur. Goodwin v. Robarts, 1 Ap. Ca. 476; 45 L. J. Ex. 748; Rumball v. Metrop. Bk., supra; Easton v. London J. S. Bk., 34 C. D. 95; 56 L. J. C. 569; Baker v. Nottingham Bk., 60 L. J. Q. B. 542; Bechuanaland Exploration Co. v. London Trading_ Bk., (1898) 2 Q. B. 658; 67 L. J. Q. B. 986. PART VI. Dividend warrants. delivery." The bearer of a stock certificate may convert the same into a nominal certificate, which is then not transferable, by inserting therein the name of some person.-Dividend warrants issued by the Bank of England, which are drawn payable to the stockholder named, and bearing a receipt to be signed by him before issue, are payable to bearer as against the bank, but are not negotiable by delivery with the effect of passing the title as against the true owner (f).-Exchequer bills, which are drawn in blank and payable to bearer, are negotiable and give a good title by delivery Postal orders to a bonâ fide holder (u).—Postal orders are not negotiable in form, being payable to the signed receipt of a named payee; nor are they made negotiable by the regulation that they are payable through a banker without the signature of the payee; but they are discharged by payment, to whomsoever paid (x). Exchequer bills. Foreign bonds. Bonds and scrip of foreign governments, purporting to be payable to bearer, are negotiable by general custom of merchants (y); but bonds of this kind without the interest coupons attached, are held to require a special custom to prove them to be negotiable (≈). (t) Partridge v. Bank of England, 9 (u) Wookey v. Pole, 4 B. & Ald. 1. (y) Gorgier v. Mieville, 3 B. & C. 45; Goodwin v. Robarts, 1 Ap. Ca. 476; 45 L. J. Ex. 748. (2) Picker v. London and Co. Bk., 18 Q. B. D. 515; 56 L. J. Q. B. 299. CHAPTER III. COVENANTS RUNNING WITH LAND. PAGE Covenants running with land-benefit of covenant-burden of 859 Covenants between lessor and lessee-covenants running with 861 .............. 864 .. 866 ....... 869 872 Severance of reversion-severance of demise 874 Liability of lessee after assignment of term-rights of lessor after 876 Assignment in equity of benefit of covenant-of burden of cove- 877 CERTAIN Covenants relating to the title or use of land are said to Covenants run with the land, because the burden or benefit of the covenants running with land. pass upon an assignment of the land to which they relate. Covenants become thus annexed to the possession of land by rules of common law and by statute; and they may become binding upon the possessor upon principles of equity. Covenants run with the land at common law for or against the possessor by reason of the relation of the matter of the covenant to the land, without express limitation of the terms of the covenant to the heirs or executors or assigns of the parties (a); and it is now enacted by the Conveyancing Act, 1881 (44 & 45 Vict. c. 41), s. 58 (1), that “ a (a) Sacheverell v. Froggatt, 2 Wms. Saund. 751; per cur. Minshull v. Oakes, 2 H. & N. 793; 27 L. J. Ex. 198. PART VI. Benefit of covenants running with land. covenant relating to land of inheritance shall be deemed to be made with the covenantee, his heirs and assigns, and shall have effect as if heirs and assigns were expressed"; and (2), "a covenant relating to land not of inheritance shall be deemed to be made with the covenantee, his executors, administrators, and assigns, and shall have effect as if executors, administrators, and assigns were expressed." Covenants running with land are not restricted by the rule against perpetuities, which applies only to limitations of estates and interests in property (b). By the common law the benefit of covenants running with land passes to the grantee or assignee of the land in all cases: as the covenants for title and for further assurance in a deed of conveyance in fee which pass to the heir or assignee of the grantee, who may sue in his own name and in his own right; and the same rule applies to the covenants implied by force of sect. 7 of the Conveyancing Act, 1881 (c); and the covenant for quiet enjoyment in a lease which runs with the demised land for the benefit of the executor of the lessee or of his assignee for the time being (d). It is not necessary to this result that the covenantor should have conveyed the estate to the covenantee; he may be a stranger to the land except through the covenant (e). But it is essential that the covenant should be made to the owner of the estate; for if the owner is a stranger to the covenant, though it relates to the land, neither he nor his assignee can acquire any right under it (ƒ). In conveyances operating under the Statute of Uses in which the covenants for title are made with the grantee to uses, the statute transfers the seisin with the covenants to the uses as they arise, whether limited by the deed or by subsequent appointment; but covenants made with a person to whom a use is limited pass with his estate only. Hence if land is limited to such uses as the purchaser shall appoint and in default of appointment to him in fee, covenants for title pass with his estate, but not with estates appointed under his power, because the appointment defeats his estate with which the covenants run (g). (b) L. & S. W. Ry. v. Gomm, 20 C. D. 562; 51 L. J. C. 530; Mackenzie v. Childers, 43 C. D. 265; 29 L. J. C. 194. (c) Middlemore v. Goodale, Cro. Car. 503; David v. Sabin, (1893) 1 Ch. 523; 62 L. J. C. 347. (d) Noke v. Awder, Cro. Eliz. 373; Campbell v. Lewis, 3 B. & Ald. 392. (e) The Prior's case, cited Spencer's case, 5 Co. 17 b; 1 Sm. L. C. 52; Sharp v. Waterhouse, 7 E. & B. 816; 27 L. J. Q. B. 70. (f) Co. Lit. 385 a; Webb v. Russell, 3 T. R. 393. (g) Roach v. Wadham, 6 East, 289. See Gilbert, Uses, by Sugd. 185, n. (9); and see Isherwood v. Oldknow, 3 M. & S. 382. "At the common law the benefit of covenants made upon a CHAP. III. purchase runs with the land, but not the burden, except in the case Burden of of a lease, when the assignee would, as a matter of course, refer to covenants. the lease itself, and find the restriction set down" (h). Thus where tenant in fee simple granted a rent-charge out of the land and covenanted to pay the same, and afterwards conveyed away the land, the covenant was held to be a mere personal liability, which did not pass with the conveyance or bind the grantee at law (). Where land was conveyed in fee in consideration of a rent-charge out of it and of a covenant by the grantee to the grantor to erect and keep in repair buildings upon it, it was held that the covenant did not pass with the land so as to bind an assignee of the grantee (4). The effect of the Statute of Sewers (23 Hen, 8, c. 5) is to impose a statutory burden upon the land, by which owners for the time being may be made to contribute a rateable proportion of the cost of maintaining sea-walls (1). Upon the same principle a covenant by the owner of a theatre to allow the covenantee the use of a certain number of boxes at the theatre, as it did not convey any interest in any specific boxes, was held to be merely a personal covenant and not to charge an assignee of the theatre (m). Where a conveyance of land was made to the use that the present buildings should not at any time be altered nor any trade carried on therein, and, subject thereto, to uses for the purchaser and his heirs; the restriction was construed as matter of personal covenant, binding the purchaser only (n). But in all such cases the purchaser or assignee of the land may be affected by notice of the covenants, to the extent that the court upon equitable principles will restrain him from using the land in a manner inconsistent with them (0). By the common law covenants in a lease which run with the Covenants land pass both the benefit and the burden to the assignee of the between lessor term, by reason of the privity of estate with the lessor; but such (h) Per cur. Dennett v. Atherton, L. R. 7 Q. B. 326; 41 L. J. Q. B. 167; Mellish, L. J., Leech v. Schweder, L. R. 9 Ch. 475; Austerberry v. Oldham, 29 C. D. 750; 55 L. J. C. 633. (i) Brewster v. Kitchin, 1 Ld. Raym. 317; 12 Mod. 166. (k) Milnes v. Branch, 5 M. & S. 411; Haywood v. Brunswick B. S., 8 Q. B. D. 403; 51 L. J. Q. B. 73. (1) Rex v. Essex Commrs., 1 B. & C. 477. See Reg. v. Fobbing Commrs., 11 (m) Flight v. Glossopp, 2 Bing. N. C. (n) Hodgson v. Coppard, 29 Beav. 4; 30 L. J. C. 20. See Holford v. Acton Urban Council, (1898) 2 Ch. 240; 67 L. J. C. 636. (0) See post, p. 877. and lessee running with the land. |