members, exceed 30 per cent. of all the mortuary premiums paid by them. Mr. Schwanbeck says:

"I have devoted the past three weeks to a most thorough examination of the present condition of the Mutual Reserve Fund Life Association. In this work I have had the valuable assistance of the well-known actuary, Mr. Lucius McAdam, and the advice of other distinguished actuaries. The accompanying schedules show the financial status of the association on March 16th, 1889. I have examined the receipts and expendi. tures of the association, and find the same to be as stated in schedule "A" hereto annexed. I have also examined the assets of the association, and verified all investments and deposits by direct personal investigation at the banks and other proper sources of information. The Central Trust Company of New York acts as trustee for the association, and all mortgage loans are made with the joint approval of the Trust Company and association, and the mortgages are held by the Central Trust Company as trustee. At the office of the Trust Company I carefully examined every loan made, and appraisals were furnished by experts as to the value of each property. The general system of book-keeping I find to be very complete and accurate, and supplied with all possible checks against error or defalcation. I have further examined the method of levying, collecting, and apportioning assessments in payment of death claims from the original entry books and vouchers furnished to me, and find the same correct and admirably conducted in all details. The method of receiving and approving applications for insurance, and the safeguards thrown around the same by the medical department, has also claimed my attention, and has been found to be eminently complete and satisfactory. In conclusion, I certify that the books and accounts of the Mutual Reserve Fund Life Association are carefully and accurately kept; its assets correctly stated; its honest death claims promptly paid in full, and its entire business conducted upon sound business principles. One great feature of the association, the basing of the current mortuary premiums, payable by the members upon the actual death claims as the same shall occur, is an important reform carried out by this association. Its system of collecting and accumulating a special reserve or emergency fund, and carefully guarding this fund by placing it with Governmental authorities, or with trust companies, who receive and hold the same for the exclusive use and benefit of its members, thus protecting them from excessive payments in any year, is deserving of special commendation. The present large accumulations of cash assets guarantee the payment of its policies of insurance in full. The system of the association furnishes life insurance at cost, with absolute guarantee for its future permanence and stability."

THE LEGAL PROFESSION AT THE MANSION HOUSE.

ON Wednesday a banquet was given at the Mansion House in honour of Her Majesty's Judges. The Lord Mayor presided, and among the guests present were the Lord Chief Justice of England, Lords Fitzgerald, Hobhouse, and Macnaghten, Lords Justices Lindley, Bowen, Fry, and Lopes, Justices Denman, Manisty, Mathew, Cave, Chitty, North, Day, Smith, Grantham, Stirling, Kekewich, and Charles, the Attorney-General, the Solicitor-General, County Court Judges Stonor, Bacon, and Powell, the Lord Advocate, the Solicitor-General for Ireland, the Solicitor-General for Scotland, Sir Henry Parker, Sir A. E. Miller, Sir Arnold White, Sir Augustus Stephenson, Sir Charles Russell, Q.C., M.P., Sir Horace Davey, Q.C., M.P., Mr. Digby Seymour, Q.C., Sir J. Ingham, Mr. Pope, Q.C., and Sir William Hardman.

The Lord Mayor, in proposing the toast of "Her Majesty's Judges," said they furnished the highest ideal of law and order combined with constitutional liberty, of a perfect and fearless impartiality, and of the greatest intellectual attainments. It must have been gratifying to see the particular application of their independence and fearlessness as manifested in the case of Captain Woodward in defending that ancient bulwark of the liberties of this country-the writ of habeas corpus. It was also shown in another instance, where the judges determined at all hazards to maintain equal justice between all the subjects of the Queen, without distinction of rank or degree.

The Lord Chief Justice, in acknowledging the toast, said he was addressing the assemblage nearly at the close of the judicial year, when their hopes had been a little frustrated and their prospects were somewhat dark. The Court of Chancery was always equal to the occasion, and it was well abreast of its work The Court of Appeal, though temporarily deprived of the services of one of the greatest lawyers of the country, was almost abreast of its work too. But the Queen's Bench was indeed in a somewhat unenviable position. For nearly a twelvemonth the Queen's Bench had been deprived of the services of two of its ablest, strongest, and most energetic judges, not from any fault of the Queen's Bench, but because the Government and the Parliament of this country had thought fit to occupy their energies in a most important political investigation. He made

no complaint, but he trusted those things would be taken into account when the end of the year arrived. He had known the English judges as a body, man and boy, for something like fifty years; and speaking of the judicial body as a whole, he could say sincerely, if with some partiality, that he did not believe in that time there had been any body of men more able, more learned, more upright, of more absolutely unbending independence, more devoted to their duty with a sole eye to the public service, than that body of which they were now the representativs.

The Lord Mayor next proposed "The Legal Profession." The Attorney-General, who was very cordially received, in acknowledging the toast, said that the Lord Mayor had altered the title of the toast for the first time in a way which would be acceptable to the whole of the legal profession. He pointed out that hindrances to rapid despatch of business in the courts told more heavily against the junior branch of the profession than any other. Speaking in their interest, he hoped to see soon a greater economy of judges' time, so that there should be no ground for complaint as to the delay of public business.

the

Mr. Lake, the President of the Incorporated Law Society, thanked the Lord Mayor for the courtesy which he had extended to solicitors by recognising them as part of the legal profession, a recognition which they had well earned. He referred to observations by the Lord Mayor as to the character given to solicitors in certain of Charles Lever's novels and in dramatic plays of that date, and pointed out the great difference which existed between solicitors of the present day and solicitors of fifty or sixty years ago, and said that improved education and training, the greater knowledge of law, and the higher social standing which solicitors had reached had been entirely owing to their own exertions; that they had, on their own motion, established very searching examinations, a very strict code of discipline, and a high standard of professional etiquette. He added that, though it was true that he could only refer to their lordships (the judges) with feelings of awe and reverence, and was forbidden to make their office an object of legitimate ambition, he could appeal to their lordships, as more able to appreciate than any other body of men in the country, how much the conduct of litigation owed to the worthy performance, and how much was lost by the unworthy performance of the duties which devolved upon solicitors. He thanked the Attorney-General for the good fellowship with which he had welcomed the alteration in the toast, and the cordial reception which he had given to it, and concluded by saying that, whatever might be the future of the legal profession in England (and he for one desired that it would not undergo any material alteration), solicitors would always be valued in the City of London and throughout the country as the necessary advisers in the conduct of business, of which, however, litigation, with which solicitors' names were in the public mind chiefly associated, formed but a small part. He thanked the Lord Mayor for the cordial way in which he had proposed the toast, and the assembled company for the reception they had given it, and added that he had accepted the toast on behalf of the solicitors of England as a recognition that solicitors had honourably and faithfully performed the duties entrusted to them-that they had not failed to recognise that the interests of the public were, when rightly considered, identical with the interests of the profession, and that so long as solicitors maintained the high standard to which they were expected to attain, so long would they be recognised as entitled to honourable consideration. Other toasts followed.

CAPEL COURT.

THE cute Yankees are in favour of much better prices during the summer. They say there is an enormous amount of money seeking investment, which is bound to force quotations considerably higher during the hot weather. The same idea is largely held in London just now, and the most highly favoured stocks are Louisvilles, Unions, and Denver Prefs. If the latter get their forthcoming dividend in cash, they may be expected to go to 54.

AMERICAN speculators are as much occupied with trusts now as Englishmen were a few months ago. The great weakness in the future of trusts is that when once they begin to go it will be impossible to prevent a general burst-up.

ONE of the directors of the Salt Union, Limited, which has just declared interim dividends of 7 per cent. on the preference shares and 10s. on the ordinary shares, is proceeding to America for the purpose of arranging a provisional agreement with the North American Salt Company to protect mutual interests. If things turn out as

VOL. IX.

PUMP COURT.

The Temple Newspaper and Review.

CURRENTE CALAMO

De Lege; de Omnibus Rebus et Quibusdam Aliis.

an

THE recent decision of the House of Lords in Derry et al v. Peek is likely, for some time to come, to be a leading case on the law of misrepresentation by company promoters, and consequent liability to shareholders who have been induced by false statements contained in the prospectus, on material points, in an action of deceit. It would be difficult to find a tribunal more strongly constituted than one consisting of Lord Halsbury, L.C., and Lords Herschell, Bramwell, Watson, Fitzgerald, and Macnaghten, and it is indubitable that the decision of the Court of Appeal, which has now been reversed, carried liability in an action of deceit further than it had ever been carried before. Lord Herschell, in an elaborate judgment, laid down that in order to sustain action of deceit fraud must be proved, and tha nothing short of that would suffice. That fraud is proved when it is shown that a false representation has been made-first, knowingly; or, secondly, without belief in its truth; or, thirdly, recklessly careless, whether true or falee. That to prevent a false statement being fraudulent there must always be an honest belief in its truth, but that if fraud be shown, the motive of the person guilty of it is immaterial. If, however, the statement made was false, then the want of reasonable grounds for believing it, and the means of knowledge in the possession of the person making it, are all circumstances to be considered as evidence of fraud, but notwithstanding the want of reasonable grounds for belief in the truth of the statement made, honest belief may exist, and whether it exists or no is the question to be determined. The misrepresentation in Derry v. Peek was undoubtedly a peculiar one. The defendants (appellants) had represented in the prospectus that by a special Act of Parliament, which the company had obtained they had a right to use steam or other mechanical power instead of horses, but the power obtained by them was conferred with the condition that it was only to be used with the consent of the Board of Trade. Before obtaining the special Act empowering the company to conditionally use the steam, plans had been submitted to the Board of Trade, and Stirling, J., in the Court of First Instance and their Lordships in the House of Lords, came to the conclusion that the defendants were to be believed when they alleged, as they did, that it never occurred to them that the consent

No. 148.

of the Board of Trade to their using the steam would be refused, and therefore they had an honest belief at the time they made the false statement that it was true. It is interesting to note the intimation that much is to be said in favour of the view that want of reasonable care to see that statements put before the public in a prospectus are true should be rendered an actionable wrong by the Legislature.

A CURIOUS point was raised before the Court of Appeal in Guardians of Dartford Union v. Trickett and Sons. The plaintiffs advertised for tenders for the supply of Guernsey granite spalls. The defendants tendered, their tender being accepted subject to a formal contract. The plaintiffs sent this formal contract to the defendants, who, after inserting the words "weather and other circumstances permitting," signed the document, and returned it to the plaintiffs on November 18th, 1887, saying they would put the work in hand so as to have it completed in the specified time. On November 22nd the clerk to the plaintiffs wrote to the defendants, saying that he had struck out the words "and other circumstances," and adding that the defendants were quite right in putting the matter in hand. The defendants sent no answer to this letter, and on November 26th plaintiffs affixed their seal to the document. Delay occurred in delivering the granite, and plaintiffs brought this action to recover damages for breach of the contract. The defence set up was that there was no contract under the seal of the plaintiffs to which defendants had assented, inasmuch as they had only assented, as they alleged, to a contract containing the words "weather and other circumstances permitting," which had never been sealed. Pollock, B., at the trial gave judgment for the plaintiffs. The defendants appealed. The Court of Appeal-Lord Esher, M.R., Lindley and Bowen, L.JJ.-came to the conclusion that the defendants' conduct in not answering the letter of November 22nd was such that any jury would find an assent on the part of the defendants, and a right in the plaintiffs to assume such assent. They held, therefore, that there was a binding contract when plaintiffs affixed their seal on November 26th; but the Court, though so holding, declined to lay down that the seal of a corporation or company must be affixed to a document after it became a contract, and stated their opinion that such a doctrine was a novel one, at variance with principle.

WHO is to examine the examiners responsible for the questions at the Final? We ask this because we understand that there is no foundation for the rumour that a Commission de lunatico will issue. Question numbered 1 runs thus, "B demises to C a freehold house, and bequeaths his residuary personal estate to D. B, the testator, dies, etc." We have italicised the mistake, but if a poor devil of a student had confounded demises with devises he would probably have been plucked. We should also like the examiners to be examined as to the sources of their inspiration for supposing that the statutes in this country are numbered. We know of it in Jamaica and some other colonies, and we think in some of the States, where it is usual to see a statute as No. 2 of 1887, and so on. in England statutes are described by the year of the reign in which they are passed. Yet in Paper B the Examiner coolly asks (Questions 57 and 59) for the number and chapter of the Agricultural Gangs Act, and for the number and chapter of the statute relating to the death penalty. We say nothing for the present on the suitability of testing a man's knowledge of the criminal law by questions of this sort, as the framing of the questions is sufficiently

But

absurd to arrest our attention. But we may remark in passing that the whole of this paper suggests to us that it is not only the examined who" cram, and cram badly for the examination. The Common Law and Bankruptcy examiner, however, takes the cake. Question 35, for which he is responsible, runs thus, "What is reasonable cause of suspicion to justify arrest is neither a question of law nor of fact. Explain this statement." After this, what more need we say?

THE PERSIAN NEST EGG.

THERE is a Persian nest egg. What it is and where it is diplomacy does not care to answer. It is a dead secret. Named in the presence of the Czar at St. Petersburg, there are, first, as many and much the same precautions as when the Mason's word is about to be confided to one who thereafter becomes a Mason. Named in Berlin, the hot blood of the young Emperor becomes as vapoury as the steam from a tea-kettle. The thought of it makes limp and irresolute the advisers of M. Carnot. Sleeping and waking, Lord Salisbury broods on it. The Shah, who seldom laughs, quietly accepts the homage of the world. He is in luck's way. He is in the quandary of the village girl who has turned the heads of all the young fellows. Good Shah, the spoiled son of the fabled Prophet, what are you to do? We, you are the last to visit, and the first to leave; and Russia, the first, is also the last to greet you. How different from your last visit! If nest egg then there was, it was one of chalk. Now, we have the real Mackay; now, are in the presence of a fateful choice. The clouds may not fall and the earth may not tremble, but the civilisation of the East is about to be advanced, or is to be held in check. The Shah is the man of destiny, not Boulanger. At the most, the French general's fortune can only affect the well-being of forty millions of his countrymen, whereas that of the Shah makes serfs or freemen of three-fourths of

we

the human race. The present centre and pivot of the world is on the highest peak of the Himalaya mountains; to the right of it Russia in Asia, Russia in Europe, Europe, and America; to the left of it Hindostan, China, and Japan, with their 800,000,000, feeling for the first time that their withers are being wrung, and that a future of hope and joy and peace is about to dawn upon them. Momentous hour! Should the Shah now become the tool of Russia, the area of despotism will be more than broadened the heel of Russia will crush Hindostan, China, and Japan, as it crushed Poland; whereas were the Shah now to become our tool the Eastern world, with its teeming millions, would be brought into contact and fellowship with ourselves. Well may Europe make obeisance to the Shah. In his hands for the present is the destiny of the world.

What Russia wants is that the Shah may swallow one silvered or one golden pill. He may have either, so condescending and so indifferent is Russia. Treasure from Siberia to the mortgaging of its mines, silver from Moscow, and gold from St. Petersburg, even until the military chest is drained and not a rouble remains within the land, if only the Shah will say the word. Russia desires to pass on across Persia, and to annex and Russianise the Persian Gulf. Russia seeks to set up a barrier between the Western and Eastern world. Russia has nothing in common with the West; it has everything in common with the East. How the Shah's head must swim, and how Bismarck must swear! Germany is so accustomed to have its chestnuts taken from the fire, and most notably by ourselves, and here is a prospect of an end to chestnuts. At St. Petersburg, should the German Minister be instructed to force the hand of His Majesty the Czar? Or should Germany and England unite in a categorical demand? As for the advisers of M. Carnot, their sympathies are Russian, and they are also French. France is intensely Eastern; it besides is now unstable. Meanwhile, the Czar is from home; he is pleasuring among the charming islands of the Baltic sea. But his generals are at their posts; his battalions are massed on the Persian frontier; and but a whisper by telephone is needed to set them swiftly and ruthlessly in motion, until they have made the Persian Gulf their own.

What we want is that the Shah should temporise with

Russia, and that the American proposals, which some years since were submitted to him, and which now we ourselves will endorse, may be favourably regarded by him. The American proposal is Russian isolation. America would lay down a network of railways across Persia, unite them with India, and extend them to China and Japan. Then America would seek the neutralisation of those railways after the manner of the neutralisation of the Suez Canal. Such are the issues which tremble in the balance; and so pregnant are they that nowhere do they find expression. Either the East is to be brought into railway communication with the West, under English, German, American, and other guarantees, or Russia is to lay claim to Persia and the East. No engineering difficulties but such as would yield readily to plodding industry are in the way of the enterprise of stupendous promisethe East unfed, unclothed, and unhoused, and the West surfeited with products and with product-yielding power. An equal length of railway was completed when the extensions from New York first crossed the Mississipp and next crossed the Rocky Mountains to the Pacific slope. Nor was the traffic and travel promise greater from the Atlantic to the Pacific than it is across Persia to threefourths of the human race. On the contrary, it was incomparably less. If there is poverty in the East, there is also wealth, and if the population of the East is vastly in excess, how sparsely populated is the whole of Africa, and how easy by means of the railway the problem of population equilibrium!

Mr.

To thoughtful men the adulation of the Shah, even when its hidden motive is revealed, cannot be deemed worthy of ourselves. The Shah is, has been, and for some time will continue to be, on show. When he was last here we demeaned ourselves by entertaining him with cock-fights and pugilism; now we, in common with the whole Western world, regard him as possessed of principles and prone to ways which are like unto our own. Gladstone never appeared to less advantage when he bent the knee to him, and the like may be said of Lord Salisbury. Still it may be said that the end more than justifies the means; that to spurn him would be to cast him into the arms of Russia, and thereby to stay the world's onward progress. For our part the regret must find expression that the Shah is not a man, as we are men, and that diplomacy is so despicably insincere. We should have preferred the possibility of a Shah to whom display was unnecessary, and to whom ad hominen reason might be addressed. His best interests are with the West, as his worst interests are with the North. As he is, those about him find that he is no fool. He has not taken a degree or a fellowship at Oxford, nor has he filled the divinity chair at Edinburgh, but he has intelligence enough to see through the atmosphere of sham and fraud, which now, which has, and which

for weeks to come will still surround him. In the memoirs of a Scotch judge, who unfortunately was a humourist as well as a judge, it is said that a cause before him was so good, and pleaded with so much earnestness, that he was tempted to decide adversely, "just to see how He was amazed. Is there the advocate would look." not some danger of the Shah serving us and Europe similarly for our pains, that he may see how we look "?

INSURANCE RESERVE FUNDS.

ARE the Reserves of Life Insurance Companies always faithfully preserved and any surplus equitably divided? There is doubtless a very general, although an erroneous, impression in the minds of most insurers as to what the reserves of a life office are practically reserved for. In reality they are supposed to cover increased cost of insurance with increased age. Companies do not always calculate their requisite reserves on the same mortality table, but for our present purpose a general assumption will suffice. Following a table of mortality, we find an increasing cost with the increasing age; in order therefore to equalise the cost over an average life, companies collect heavier premiums than necessary in the earlier years of a policy, to be reserved or husbanded to cover the supposed increasing cost in the latter or older ages. At the periodical valuation of a company the necessary reserve is calculated according to the age of the policies, and is supposed to be held to

cover the increased cost when the crossing point is reached. It is not our present intention to deal with the technical mode of making a valuation. We have shown in our columns on more than one occasion how some companies at times make vague and unreliable valuations, which must reduce the security of policyholders when the time arrives that the supposed reserves to be requisitioned for the purposes for which they were collected. The want of Government supervision in this country with a standard table of valuation, and with the power of Government officials to inspect and supervise companies in their mode of transacting business, is sadly requisite, and places insurers at a great disadvantage in contrast with insurers in American companies, in consequence of the powers exercised by the various States in the American Union. In the interests of insurers, when repeating this, we wish to direct our readers' attention to the fact that while the managers of American offices are prevented sinning in the glaring manner that so many of our defunct British offices have been allowed to do in the past, still there is room for improvement even in the American system. The standard of solvency in this system is doubtless well maintained, as the experience of the past testifies; but do policyholders in all the American offices receive the full benefit of any surplus over and above the necessary reserves before alluded to? We have been giving this matter considerable attention of late by comparing the large percentage of lapsed or discontinued policies in American offices in proportion to that experienced in the British, together with the increased profit, and we do not find a corresponding increased profit paid to policy holders in all American offices, which these increased advantages seem to warrant. The Mutual Life of New York appears to be sadly deficient in this respect. It is one thing to boast of having the largest funds, but we think policyholders will be most interested in knowing where, coupled with security, they can obtain the best return for their money. In 1879 the Mutual Life of New York made known to the world that they had discovered they were charging far too much for life insurance, and intended giving their policyholders the benefit of their discovery, which they put into practical form by giving their policyholders a very large rebate on premiums. This act brought down upon them a tirade of criticism from the insurance press, who probably saw in this a detriment to the greater body of insurance companies, and, in consequence, they attacked the Mutual for their action. In defence, one of the trustees of the Mutual Life, Mr. Andrews, wrote an exceedingly able letter of vindication to the Independent of March 4th, 1880. The following are extracts from the same :—

"To the Editor of the Independent.

"Now this is a question about the expediency of which men may perhaps honestly differ; but as to its safety there can be no question. The purpose was, first, to relieve the company from the care and custody of large sums of money which it was certain not to need, and was certain to have to return to its owners; and second, to relieve the business of life insurance from the opprobrium of charging in its tables sums so far in excess of what the company had learned to be the actual cost of insurance, as to make them justly called extravagant; and in the third place, to remove any temptation to extravagant administration, which might be incident to the possession of a very large amount of money, paid in without necessity, to be returned to the insured after making the needful payments therefrom."

"The diminished receipts from premiums for the year 1879 is, of course, a logical and necessary result of a reduced rate of premium. The most strenuous advocate of the plan of reduced premiums never anticipated any other result. This was expected, calculated upon, and desired. It needs no apology or explanation. The difference is in the pockets of the policyholders, where it belongs."

"The payment of death and endowment claims (matured and discounted)--7,007,195 35 dols.-is also what was expected and calculated upon. Indeed, the expectation, based upon the standard tables, was that a larger sum would be required to meet the obligations accruing in 1879; so that the payment of this very large sum need not be the cause of discontent or alarm in any quarter. It should rather be a source of pride that the business of

the Mutual Life has been so wisely administered that it regards the payment of an annual sum, greater than the entire assets of many life companies, with equanimity and satisfaction. It is thereby simply fulfilling its office, its mission; justifying all the most sanguine hopes of its early friends to build upon the broad and deep foundations which have been already laid; to avoid speculative investments; to shun specious and deceptive schemes of insurance; to rely upon approved methods, tested by its own. experience; to live peaceably with all who are peaceably disposed, and to cherish before and beyond any other thing the interest of its own members. This it can best do by exacting nothing from them in the way of premiums that is not necessary for their security, and by paying everything to them in the way of dividends, reserving only such surplus as may seem necessary as a guaranty against extraordinary contingencies."

Mr. Andrews' vindication is clear and business-like, and based upon the experience of his company. Why, then, was the rebate abandoned? Was the fear of exposure of certain things done by the Mutual Life, and known in insurance circles, the means of forcing it to submit to the influence of the insurance press? If the statements in the vindication by Mr. Andrews were correct, it was their duty to have stood to their guns. Why, therefore, did they yield? Was it because it was known that, although it was a mutual company supposed to be existing in the interests of policyholders, certain policies on the life of the deceased son of its president, which had virtually lapsed, had been brought into existence and paid! But while this was an act of great liberality to the relative (who, be it marked, was the president of the company), would the same have been done to any other policyholder of the company of a less important position? It was clearly stated by Mr. Andrews that the rebate could be maintained; yet his company yielded to the pressure of the insurance press. We should therefore have expected increased profits to its policyholders upon giving up the rebate; but such has not been the case, although we find considerable increased expenditure in management. Notwithstanding the rebate was discontinued, we find that in 1888 the Mutual Life of New York only barely succeeded in passing the line of solvency in the State of Massachusetts, and only by taking into account the increased market value of its stocks and bonds and uncollected premiums.

It is therefore clear from the example given that while the security standpoint is rigidly observed in American companies, it is possible to deprive policyholders of the full participation of profits to which they are justly entitled.

A BILL INTITULED AN ACT FOR CODIFYING THE LAW RELATING TO THE SALE OF GOODS. [LORD HERSCHELL.]

(Continued from page 379.)

PART III-PERFORMANCE OF THE CONTRACT (Continued). (2.) Where there is a contract for the sale of goods to be delivered by stated instalments, which are to be separately paid for, and the seller makes defective deliveries in respect of one or more instalments, or the buyer neglects or refuses to take delivery of or pay for one or more instalments, it is a question in each case depending on the terms of the contract, and the circumstances of the case, whether the breach of contract is a repudiation of the whole contract, or whether it is a severable breach giving rise to a claim for compensation, but not to a right to rescind the whole contract.

39. Delivery to carrier.-(1.) Where, under a contract for sale the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether named by the buyer or not, for the purpose of transmission to the buyer is prima facie deemed to be a delivery of the goods to the buyer.

(2.) Unless otherwise authorised by the buyer, the seller must take such steps as may be reasonable for making the carrier responsible to the buyer for the safe custody and carriage of the goods. If the seller omit so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself.

40. Risk where goods are delivered at distant place.-Where the seller of goods agrees to deliver them at a place other than that where they are when sold, or where they have been manufactured, the buyer must, unless otherwise agreed, take any risk