GUARANTEE. Right of Guarantor to Deduction in respect of Dividends received from Bankrupt Debtor's Estate. N. accepted bills of exchange, for 30697. and 94317., against goods shipped on his account, which bills together with the bills of lading were held by a certain Bank. The plaintiffs, at the request of N., obtained the bills of lading from the Bank upon guranteeing them the payment of the bills of exchange. The cargo having fallen in value, and the plaintiffs having ascertained that the defendants were interested in it to the extent of one-half, the defendants at their request signed the following undertaking:-"The produce held on account of N. to be sold to the best advantage by the brokers in whose hands it is now placed, and under the advice of L. & Co. (the defendants) as far as practicable; and after the current sales are made up and the amount guaranteed deducted, L. & Co. will bear one-half of whatever loss may appear on the transaction." The plaintiffs paid the bills of exchange, and on the sale of the cargo there was a deficiency of 42151. N. became bankrupt, and the plaintiffs proved against his estate for the whole loss, and received dividends thereon amounting to 11371. The Held, that the defendants were not entitled to credit for the dividends received from the estate of N. Liverpool Borough Bank v. Logan, 464 HUSBAND AND WIFE. See MERGER. SLANDER, (1). INCLOSURE ACT. ILLEGAL AGREEMENT. INCLOSURE ACT, (55 GEO. 3, c. 32.) Extinguishment of exclusive Right of lord of Manor to kill Game on Commons allotted to others. An Act for enclosing lands in the township of Stansfield, 55 Geo. 3, c. 32, after reciting the existence of commons, moors, and waste grounds in the township: that J. S., as lord of the manor of which the township of Stansfield was parcel, was owner of the soil of the several commons. &c., and of coal mines and veins of coal, and of other mines and minerals, and likewise of certain lands within the township; and that J. S. and others, as owners of lands within the township, were entitled to right of common upon the said commons, moors, &c., proceeded to appoint a Commissioner for allotting the commons, &c. Section 22 enacts, that the Commissioner shall allot to the lord of the manor one-sixteenth part as compensation for his right and interest in and to the soil of the commons, &c. By section 52, it is provided and enacted that "nothing in the Act contained shall defeat, lessen or prejudice the right, title or interest of the lord of the manor to the mines, beds and seams of coal; or to the mines, minerals or fossils in or under the said commons, moors, &c., thereby intended to be divided and enclosed, or to any seigniories or royalties incident or belonging to the said manor, the same being thereby reserved to the lord or lords of the said manor for the time being, with full power for him and them at all times to hold and enjoy all grave rents, copy hold rents, quit rents, &c., not extinguished, &c., fines, reliefs, duties customs and services, and all courts and perquisites and profits of courts, and liberty of hawking, hunting, coursing, fishing and fowling, within and throughout the said township of Stansfield and the said manor, and all goods and chattels of felons and fugitives, felons of themselves, persons outlawed, waived and put in exigent, deodands, treasure-trove, waifs, estrays, forfeitures, royalties, jurisdictions, franchises and privileges whatsoever to the said manor incident and appertaining (other than and except such right as could or might be claimed by him as owner of the soil and inheritance of the said commons), in as full, ample and beneficial manner, to all intents and purposes as if the Act had not been passed." Before the passing of the Act, J. S., as lord of the manor, was owner of the soil of the commons, and as owner of the soil of the commons had the free and exclusive right and liberty of shooting and killing game thereon. There was no right of free chase or free warren within the manor.-Held, that the intention of the Act was not to reserve or create a 'right of hawking, hunting, &c., throughout the township and manor, which would be a territorial right, but merely to preserve the seigniorial right of hawking, hunting, &c., if any such existed at the time of the passing of this Act; and that, inasmuch as no right of free warren or free chase existed over the lands in question, the exclusive right of the lord to kill game over the portions of commons and moors allotted to others was extinguished by the allotment in pursuance of this Act. Bruce v. Halliwell, 609 INCOME TAX. Profits of Partnership made abroad by exportation of Goods from United Kingdom. The defendant, a partner in the firm of L. L. & Co., resided at Nottingham, the other partners residing at New York, in the United States of America, where the principal business of the firm was carried on. At Nottingham the defendant transacted the business of the firm in England, which consisted of purchasing and shipping goods for exportation, but no money was received in England except from New York. The profits arose on the resale of the goods at an increased price in America.-Held, by the Court of Exchequer Chamber (reversing the decision of the Court of Exchequer), that the defendant was not chargeable or liable to make any return under the Income Tax Acts in respect of any profits of the firm made by the exportation of goods from the United Kingdom. Slley v. The Attorney General, INDENTURE. See ESCROW. 711 (1). Action for Calls. A Company, registered under the Joint Stock Companies Act, 1856, holder for calls under the 22nd secbrought an action against a sharetion of that Act. It was proved that the Company was formed to consist of 240 shares of 201. each: that it was provided by the articles of association, Art. 44, "The number of the directors shall be five, three of whom shall form a quorum, and the names of the first directors shall be determined by the subscribers of the Art. memorandum of association. 45, Until directors are appointed the subscribers of the memorandum of association shall for all purposes of this Act be deemed to be directors." Seven persons subscribed the memorandum of association. At a meeting at which three only of them were present, five of their number, of whom the defendant was one, were appointed directors of the Company. The defendant attended meetings as a director. A call was made at a meeting at which three only of the persons so chosen as directors were present. At this time only sixtyeight shares had been subscribed for. Held, that the defendant was not liable to an action for calls, because the directors had not been duly appointed; and the persons who made the call were not a quorum of the subscribers of the memorandum of association. Semble, per Martin, B, if a Company is formed to consist of a certain number of shares and hardly a fourth of the shares are taken up, it cannct be competent to a small portion of such shareholders to make calls and insist on carrying on the Company. The Howbeach Coal Company (Limited) v. Teugue, 151 By the articles of association of a Joint Stock Company, incorporated under the 19 & 20 Vict. c. 47, it was thus provided:--Art. 8. A call shall be deemed to be made at the time when the resolution authorizing such call was passed. Art. 10. On the trial of any action against a shareholder to recover any debt due for any call, it shall be sufficient to prove that the name of the defendant is entered in the register of shareholders as a holder of the number of shares in respect of which such debt accrued that twenty-one days' notice of such call was advertised: that a letter notifying the call has been delivered or sent to the defendant: and it shall not be necessary to prove the appointment of the directors who made such call; nor that a quorum of directors was present, nor any other matter whatsoever. Art. 84. The directors shall cause minutes to be made in books provided for that purpose of all resolutions of the directors; and any such minutes, if signed by any person purporting to be the chairman of any meeting of directors, shall be receivable in evidence without further proof. In an action for calls:-Held: First, that, notwithstanding the language of Art. 10, it was necessary to prove the making of a call. Secondly. That minutes not signed by the chairman were not evidence of the call; and that the minutes of a subsequent meeting, confirming the acts of a prior meeting, were not evidence of what took place at such prior meeting. Quære, whether a call can be made except by a resolution put into writing. A register of shareholders, under the Joint Stock Companies Act, 1856, s 16, is evidence of the ownership of a share though not authenticated by the scal of the Company. The Cornwall Great Consolidated Lead and On In 1859, R. was owner of a mine which he proposed to sell to a projected Joint Stock Company. On the 12th February, 1859, there was a meeting of the promoters of the Company, at which it was resolved that the plaintiff should be appointed captain of the mine at a certain salary, "such salary to commence at the completion of the contract with R., who was one of the promoters of the Company. This resolution was communicated to the plaintiff. the 9th of March the agreement for the sale of the mine to R. was executed. On the 25th of March there was a meeting of the promoters of the Company at which the memorandum and articles of association were executed, and a prospectus was approved of, which described the plaintiff as "captain and local manager" of the mine. On the 28th March the Company was registered under the Joint Stock Company's Acts, 1856, 1857. On the 31st March there was a meeting of the Company at which three directors were present, when the minutes of the meeting of the 25th March were read and the prospectus approved at that meeting was "submitted and approved." The plaintiff acted as manager of the mine, and in an action by him against the Company for his salary, the jury found that he acted for the Company and not for R. There was no conveyance of the mine to the Company.-Held, that there was evidence of the appointment of the plaintiff by the Company as manager of the mine, and that he was entitled to recover for his service in such capacity. Browning v. The Great Central Mining Company of Devon (Limited), 856 JUDGE'S ORDER. See ARBITRATION, (2). COSTS, (3). JUDGMENT. See PLEA. Signing, contrary to good Faith. After verdict for the plaintiff in an action of ejectment, the defendant having grounds to move for a new trial, within the first four days of the term, it was arranged that the verdict and judgment in an action of dict and judgment in an action of trespass, then pending between the same parties, should determine the verdict and judgment in the ejectment. On the action of trespass coming on for trial a juror was withdrawn, on terms, no costs on either side. Judgment having been afterwards signed in the action of ejectment.-Held, that such judgment was irregular. Doe d. Beeston v. Bikker, 253 JUSTICES. See APPEAL, (2). LANDLORD AND TENANT. LANDLORD AND TENANT. See DEMISE. DISTRESS, (1). LESSOR AND LESSEE, (1), (2). (1). Tender of Rent without Expenses after warrant of Distress delivered to Broker. A tender of rent without expenses, after a warrant of distress is delivered to the broker but before it is executed, is a good tender. The plaintiff was tenant of a dwelling-house, the rent of which was received by the defendants for the landlord. Rent being in arrear, the defendants signed as agents of the landlord, and delivered to a broker, a warrant of distress. Before it was executed the plaintiff tendered to the defendants the amount of the rent, but they refused to receive it on the ground that the distress warrant had issued. The plaintiff subsequently tendered the amount to the broker, who refused to receive it unless certain alleged costs were also paid. The broker afterwards distrained the plaintiff's goods.-Held, that the distress was illegal, and that the defendants were not mere agents conveying an authority from the landlord, but persons committing the wrongful act; and therefore liable in trespass for the damage sustained by the plaintiff. Bennett v. Bayes, 391 (2). Claim of Rent by Landlord after Sale of Tenants' Goods under Execution but before Removal. Goods having been taken in execution, the landlord after the sale, but before the removal of the goods, gave notice to the sheriff that rent was due to him :-Held, that an order on the sheriff to pay the rent out |