Then [V.C. S. not taken steps to do so. It is their fault that they have not, and they have no right to say, "We will not take steps for forty years; but, if at the end of that time we ascertain that there was a liability, we will then endeavour to enforce payment from you. Therefore, there is no right to plead the Statute of Limitations." I cannot agree with that view, and it appears to me that there must be a right to insist upon the statute. Then comes the question of limitation. That depends upon whether the liability is by way of simple contract or of specialty. It appears to me that it is a liability by way of specialty, that is, that the expiration of six years is not sufficient to enable a bar of statute, but it must be twenty years, and therefore that Mr. Stokes is as liable as Mr. Helby. With regard to Mr. Horsey, inasmuch as he transferred his shares twenty-three years before the winding-up, he is entitled to the benefit of the statutes, and ought not to be put upon the list of contributories. Costs of all parties out of the estate. Solicitors: Tilleard, Son, Godden, and Holme; Sole, Turner, and Hardwicke. V. C. STUART'S COURT. Reported by EDWARD WINSLOW, Esq., Barrister-at-Law. Jan. 27, 29, and Feb. 9. Pre-emption. they consider for the benefit of the company. It is imperative upon the directors to produce the balance-sheet, and it is optional to produce the report. As is common with these joint-stock companies, the directors did not, in any single year, produce any such balance-sheet, but they made a report to the half-yearly meeting, the substance and effect of which was that there was a considerable profit, enabling them to reserve a fund, setting apart something for future contingencies, and pay 10 per cent. dividend among the shareholders. The question is, whether that report is to be considered as a substitute for the balance-sheet, which the directors are required to produce, and, as such, binding on the shareholders, because the clause provides that the balance-sheet shall be so binding. It appears to me that I cannot attribute that to it. The object was that the directors should produce a balance-sheet in order to show the assets of the company and their value, and, on the other hand, the liabilities of the company; because it is only on that sort of statement that you can draw any rational conclusion as to whether there is a profit. That was the intention of the framers of the deed. They made it imperative, and if the directors had always done so the unfortunate 26th clause would have been disarmed of much of its mischief; because every half-year the shareholders would have known the condition of the company, and have had an opportunity of investigating its affairs, and pointing out any errors. If that had been done, the balance-sheet, not having received any corrections during the next six months, would have become binding upon the share- Partnership-Construction of deed-Sale of sharesholders; and then the 26th clause would have been comparatively, if not entirely, innocuous. comes the question, that not having been done, can it be contended on the part of any given shareholders, Mr. Helby, for example, that the report made by the directors, which was utterly false, was not binding on them by virtue of this clause? It appears to me that I cannot hold that that is the case. The effect, therefore, is, with respect to Mr. Helby, that he must be put on the list of contributories, but with a modification upon the extent of his liability, with a limited liability, and it must be so expressed as to render him liable for such loss only as accrued during the time he held his shares. The case of Mr. Stokes stands precisely on the same footing, except so far as he can avail himself of the Statute of Limitations. Mr. Helby's transfer took place within six years of the winding-up, but Mr. Stokes's transfer was nine years before the windingup. When, therefore, did the liability accrue? It has been contended, on the authority of Ex parte Harding, that the Statute of Limitations never can apply to the case here; that not only a person will remain liable if he has made a transfer within the twenty years, but that he will remain liable if he made the transfer even fifty or 100 years ago. And I suppose, even if he were dead, his executors, at the end of 100 years, might be liable to be put upon the list of contributories. I do not see how you can escape the conclusion, if that contention is right, that the Statute of Limitations cannot apply to the case. It appears to me that the Statute of Limitations ought to apply to the case. I am not speaking at this moment as to whether the statute of James will apply, or whether the statute which applies to specialty, but I am speaking of the Statute of Limitations generally. If a man has agreed, as in the present case it appears to me every shareholder did agree, that he would be liable for all the losses that accrued up to the time at which he transferred his shares, his liability exists from the time when he makes such transfer. It is true the amount of his liability was not ascertained, but that is because the parties who had a right to insist upon it against him had Where by articles of partnership it was provided that whenever any partner should be desirous of selling his shares in the partnership property he should give notice to the other partners of such his intention, and on a day fixed should offer such shares to the other partners collectively; and if such partners should collectively decline to purchase, then the partner selling should offer the shares to the partners desirous of collectively purchasing (if any), and if they should decline, then the offer should be made to the partners individually; and the deft., a partner, gave notice to all of the partners of his intention to sell his shares, and on the day appointed offered them to such partners, and upon their collectively declining refused to offer them to the plts., the remaining partners: Held, that the deft. was not at liberty to recede from his offer, and that the plts. were entitled to be considered as purchasers of the shares. This bill was filed for an injunction to restrain the defts. from selling certain shares in the Tredegar Iron Company before first offering them to the plts., and also for enforcing an offer made on the part of one of the defts. to sell such of the shares as belonged to him. The facts of the case were shortly as follows: The plts. and the defts. were partners in the above company, the capital of which was divided into twenty-four shares. Eight of these shares were held by the plts., Samuel and Watkin Homfray, five and a half by the deft. Fothergill, and the remaining ten and a half by the deft. Forman. By the articles of partnership it was provided that, whenever any partner should be desirous of selling one or more share or shares held by him in the concern, he should give notice to the other partners of such his intention at least two calendar months before the next ensuing annual meeting, and should at such annual meeting offer such share or shares as he might be desirous of selling to the other partners collectively; and if all the said partners should collectively decline to purchase, then the partner desirous of selling should offer such share or shares to be sold to the partners desirous of collectively purchasing (if any), and if no two partners should be desirous of purchasing jointly, then the partner or partners desirous of selling should offer such share or shares to any individual partner; and if the partners should individually decline to purchase, the partner desirous of selling should be at liberty to sell his share or shares to any person not a partner in the concern. On the 11th May 1865 the deft. Forman being desirous of selling his shares, sent the following notice to the other three partners: Dear Sirs,-I beg to inform you that I am desirous of selling the ten and a half shares at present held by me in the Tredegar Iron Company, and that it is my intention to offer them at our next meeting at the works, on the 17th inst.. to you as my partners in the concern, in accordance with the articles of partnership, at the price of 16,3757 I beg to add that I give you this intimation of my desire and intention with reference to my shares, that my offer to sell them may not take any of you by surprise, but without prejudice to the resolution passed and entered into between us in March 1864, and without acknowledging that I am under any obligation to give you any notice or intimation of my desire or intention to sell. The meeting accordingly took place on the day mentioned in the notice, when the shares having been offered to the partners collectively at the price named, the plts. expressed their willingness to take them, but Fothergill declined to join in the purchase. The plts. thereupon offered to purchase them jointly, but to this proposal Forman refused to accede. The question, which mainly turned upon the construction of the deed of partnership, was, whether the plts. could compel Forman to repeat to them the offer which had been refused by the partners collectively. It appeared that at the time of the offer it was well known to all the partners that Fothergill had no intention of purchasing. The allegation against Fothergill was, that he was about to sell his shares to a stranger without first offering them to his copartners. This, however, he positively denied. The bill prayed that the deft. Fothergill might be restrained from selling his shares to any person until he had first offered them to the plts., and they had declined to take them. And that the deft. Forman might also be restrained from selling his shares to any one but the plts., and that it might be declared that on the 17th May 1865 the plts. were entitled to exercise the option of purchasing the ten and a half shares held by Forman for 16,375l. per share. The Attorney-General (Sir R. Palmer), Bacon, Q.C., and Darby, for the plts., submitted that, as the offer had been made to the three partners, the plts. were entitled to accept it. Rolt, Q. C., W. A. Collins, and Bedwell, for the defts., contended that no offer had ever been definitely made by Forman. The effect of his notice merely amounted to an intention to sell his shares, and he was perfectly at liberty to change his mind between the date of the notice and the day fixed for carrying his intention into effect. The offer made at the meeting of the 17th May was altogether informal, moreover it had been declined by the partners collectively, and could not be enforced by the plts. Feb. 9.-The VICE-CHANCELLOR.-This suit is instituted to obtain the assistance of the court to restrain an alleged violation of an important clause in a deed of partnership. The true construction of this clause, as applied to the acts and conduct of the parties, is very difficult, and the duty of the court is to construe it with a proper regard to the rights and benefits which it gives to each and all of the contracting parties. In cases of private partnership composed of a few individuals, as distin | [V.C. S. guished from joint-stock companies, clauses relating to a partial dissolution by a sale or transfer of shares are of vital importance. The introduction of any stranger to whom the caprice of one partner may sell and transfer his share, might not only produce disagreeable consequences by a compulsory association with a stranger, but might disconcert and perhaps destroy a successful business. To the retiring partner, who wishes to sell his shares, the principal, if not the only, matter of importance is the price which he is to obtain. But if, by contract, the continuing partners have a right of pre-emption, the great value and importance of that right must be recognised, and the court will restrain by injunction the violation of it, and will, in a proper case, enforce its performance by decree. For the defts.. the question in this case has been argued as if the jurisdiction of this court to enforce the performance of such a clause was as much a discretionary jurisdiction as the performance of an ordinary contract between vendor and purchaser. That cannot be a correct view, because the rights of the parties under a clause of pre-emption in partnership articles is not, generally speaking, the subject of cognisance in a court of law. This court can not say, as in the ordinary contract between vendor and purchaser, that it will leave the parties to the legal remedy. Nor can this court say, where there is a right of preemption, that the person desirous of selling may choose to which of his partners he will offer to sell, and that he may choose to exclude some from the offer unless on the true construction of the clause such a choice is clearly given. Exclusion of all choice to the vendor, and an absolute right to the continuing partners, is the great object of such a clause. As soon as the character of vendor is assumed, the right of pre-emption is an absolute right, excluding choice by the vendor. How far there may be a right to retract an offer before acceptance, and to what extent the locus pœnitentia may be permitted, must depend on a fair consideration of the terms of the clauses and the conduct of the parties. Where, as is usual, and as occurs in this case, a preliminary notice is necessary, and a day is fixed when the offer is to be accepted or rejected, if a question arises whether the offer might be retracted at any time between the notice and the day fixed for acceptance or rejection, although on the first impression there might seem to be a right to retract, still that may be modified by acts fairly done by the continuing partners on the faith of and in reliance on the bona fides of the notice. In the present case no difficulty arises on the question of notice. Both plts. and defts. admit the sufficiency of the notice. The question which occurs in the pleadings as to the waiver of the notice seems not of much importance. If it was necessary to decide it, there would be no difficulty in holding that there was a permanent and complete waiver of that notice which is required by the deed. As to the offer, the clause seems compulsory in its terms. On an offer being made, first to all the other partners collectively, if that offer be declined the language of the clause is clear and positive that there shall be an offer to the other partners desirous of collectively purchasing. As to this second offer, the language might have been such as to leave it to the will and discretion of the vendor, whether he should go on and make any further offer than the first offer. There might have been the words "may if he shall think fit," or other words giving an option not to go further than the first offer. But the words of this clause are so clear as to exclude any such option. The words are, "and if all the said partners shall collectively decline to purchase, then he or she so desirous of selling shall offer such share or shares to be sold to the said partners desirous of collectively purchasing, if any." This V.C. S.] CATON v. COLES. [V.C. S. language is clear and peremptory. After the first | the court is authorised to construe words which offer the other partners desirous of purchasing are imperative as giving an option which it is collectively are persons whose desire to purchase is the object of the clause to exclude. Looking at protected by imperative words requiring that the the answer of the defts., and the evidence, it is shares shall be offered to them. If this right is plain that they have two objects in view-one conferred upon them by the words of the contract is to sell to a stranger; the other is to evade the court has no warrant for refusing to enforce it, the plts.' positive right of pre-emption. The and no warrant for giving to the person desirous of meeting of the 17th May 1865, at which they set selling an option or a power to recede from the up the pretence of refusing to make any offer to rights conferred by a clause which he has advisedly the plts., was immediately followed by an attempt and upon notice brought into operation. The right to persuade the plts. to consent to a sale to a arises and comes into active operation as soon as the stranger. According to the defts.' own statement notice is given. There is a great difference between of their case the only reason for refusing to the plts. a clause framed so as to make the second offer their right of pre-emption is that they have not compulsory, and a clause which should give to the money to complete the purchase. But as this is a person desirous of selling an option to stop matter easily brought to the test, and the defts. reafter the first offer. The notice of the offer is fuse to bring it to the test, it bears the appearance required in order to give time for consideration of a mere pretext. The right to limit a time for and preparation. So large a sum as the purchase- payment of the purchase-money affords a sufficient money in this case probably requires efforts, and protection. To refuse to give to the plts. that to perhaps expenses and collateral arrangements, which they have a right, on the pretext that they which, when once made for the acceptance of the are not able to exercise the right, and at the same offer, might make the exercise at the last moment time to refuse to employ the obvious means of of an option to stop at the first offer an intolerable putting the alleged inability to the test, is an inhardship. This was probably the reason for the justice which this court ought not to permit. No clear and positive language of the clause that after question arises as to the price, for it has been fixed the first offer to all there shall then be an offer to by the deft. Forman himself. It seems unnecessary the other partners desirous of purchasing. The to consider the attempt of the defts. to embarrass notice is in fact the offer, and the day named for the the plts. in their right to the specific performance of formal offer is only named for the purpose of the contract for pre-emption by the repeated profixing the last moment for acceptance. Un-posal to impose à condition as to the purchase of less then accepted, the vendor's important right the Sirhowy Railway. In the 27th and 35th paraof selling to a stranger comes into immediate graphs of the answer the account which the defts. operation. The conduct of the defts. shows the give of their conduct and motives manifests a settled importance of having had the clause so framed as disposition to deprive the plts. of the benefit of preto give the plts. the right to have and accept the emption. Therefore, unless the clear and positive next offer. A benefit so important as the right of words of the clause, unqualified as they are, can be pre-emption which is secured by this clause is not to read as giving to the defts. an option and a disbe taken away by any illusory proceeding, or by cretion which seems to have been carefully and inevading the language of the contract. But the tentionally excluded, the court is bound to protect struggle of the defts. is, in fact, to evade the opera- and enforce by its decree the plts.' right of pretion of the clause. Before the notice of the 11th emption. For this purpose there must be a decla May 1865, there had been on four occasions nego-ration that according to the true construction of the tiations by the defts. for the sale of their shares. When the offer of 11th May 1865 was sent to the plts., it was a matter of certainty that the deft. Fothergill did not intend to purchase, and, therefore, that the only offer which the deft. Forman could make in good faith was an offer to sell to the plts. Accordingly the notice contains no limitation or reservation. It contains no intimation confining it to all the other partners collectively, to the exclusion of the two plts. collectively. It was well known that Fothergill would not purchase, and that an offer which included him must be refused. Nevertheless, the deft. Forman might have worded his notice so as to restrict the offer to the others, including Fothergill, and might have stated that there was no offer to the plts. collectively, unless in conjunction with Fothergill. But the notice of the offer not being so expressed, and being read as an offer in compliance with the clause, no honest interpretation can be put upon it other than that it was an offer to the plts. Moreover, the language of the notice of 11th May 1865 is such that, unless the plts. had insisted on accepting, and if they had been gilent at the meeting, the deft. Forman would have been entitled to sell to a stranger. According to the defts.' construction, the notice and the meeting were for a purpose illusory and absurd. But if the notice is to be construed according to the imperative language of the clause, and the plts., believing that the defts. were acting in good faith, came to the meeting to accept an offer which the defts. had given them notice would be made, and at the meeting stated their acceptance of the offer which the defts. were bound to make, their right to compel the defts. to sell to them must be complete, unless clause of pre-emption in the pleadings mentioned, and having regard to the notice of the deft. Forman, of the 11th May 1865, and the proceedings at the meeting on the 17th May 1865, the plts. are entitled to be considered and declared the purchasers of the shares of the said deft. Forman, at the price of 16,3757. per share, and decree the same accordingly. His Honour subsequently ordered that the principal and interest, at the rate of 5 per cent. from the 11th May 1865, must be paid in two months, the plts. taking the profits since that time. An injunction was granted against the deft. Fothergill, and the defts. were ordered to pay all the costs. Solicitors for the plts., Hooke and Street. Tuesday, Feb. 20. CATON v. COLES. Demurrer Jurisdiction-Account of mesne profits-- Where, on the death of B., who previously to his This was a demurrer. By the settlement made on the marriage of Mr. V.C. S.] LILLEY V. Allen. [V.C. S. and Mrs. Harrison (then Miss Boddam) in 1819, | It has been contended that the demurrer ought to certain real estate belonging to Mr. Harrison was be allowed, because the plts. not only seek for an limited to himself for life, with remainder to Mrs. account of the mesne profits, but also ask that the Harrison for life, with remainder to the first and title-deeds may be delivered up to them without other sons of the marriage successively in tail, with producing any affidavit to show that the deeds are remainder to the daughters in tail, with remainder not in their possession. That contention might to Mr. Harrison and his heirs. have been sustained had the bill been filed purely for discovery, but it is not applicable to the present case. The demurrer must be overruled with costs. Solicitors for the plt., Emmet and Son. Solicitor for the deft., G. W. Dennis. There was no issue of the marriage, and in 1841 Mr. Harrison died. In 1844 Mrs. Harrison intermarried with the Rev. Mr. Coles, and after her death, which happened in 1859, Mr. Coles continued to receive the rents of the settled property until April 1865, when he died. Shortly after the death of Mr. Coles the plts. Mrs. Caton and Mr. R. J. A. Wilson, for the first time, discovered that they were entitled, as Mr. Harrison's heirs, to the property under the settlement, and they consequently filed this bill against his personal representatives, alleging that the titledeeds of such property were in the deft.'s possession, and praying for an account of the rents since the death of Mrs. Coles, and further asking if the deft. did not admit assets of Mr. Coles sufficient to pay the amount of such rents, that then an account might be taken of Mr. Coles' real and personal estate. The bill also prayed for delivery of the title-deeds of the settled property to the plts., and for an injunction to restrain the defts. from receiving the rents, and that, if necessary, a receiver might be appointed. To this bill the defts. demurred for want of equity. Thursday, Feb. 22. LILLEY V. ALLEN. Vendor and purchaser - Contract -- Non-completionPossession before singing-Payment of purchasemoney into court. The Court, on motion in a bill for specific performance, ordered the purchaser, who had been let into possession previously to signing the contract, to pay the purchase-money, with interest from the day fixed by the contract for such payment, into court. This was a motion for the payment of purchasemoney into court to the credit of the above cause, and for the appointment of a receiver in the meantime. The facts, as stated by the bill, were shortly these: By an agreement dated the 6th Sept. 1865, and made between the plt. and the deft., who were W. W. Cooper (Bacon, Q. C. with him), for the clergymen of the Church of England, the former demurrer, contended that the court had no jurisdic- agreed to sell to the latter a freehold chapel called tion, and the plts.' remedy was by an action at law Peckham Chapel, with the furniture, fittings, and for trespass. This was no creditors' suit, and all other appurtenances, together with the advowson until the plts. had established at law the fact of or right of presentation thereto, for the sum of their being creditors, they could not be entitled to 2500l. The agreement provided that the purchase relief in equity. The plts. asked not only for an was to be completed on the 30th Oct. 1865, and, if account of the mesne profits, but that the title- not then completed, that the deft. was to pay indeeds might be delivered up to them, and they pro-terest at the rate of 5 per cent. on the purchaseduced no affidavit to show that the deeds were not money from that day until completion, and that the in their possession. The bill was simply for eject- deft. was to take the rents and profits of the chapel ment, and ought to be dismissed with costs. He from the 29th Sept., up to which time the outgoings cited were to be paid to the plt. The agreement also provided that the deft. was to accept such title as the plt. had received from his vendors, and that the costs incident to the conveyance and assignment thereof should be borne by the deft. Barnewell v. Barnewell, 3 Ridg. 24; Davenport v. Davenport, 7 Hare, 217; 9 L. T. Rep. Jones v. Jones, 3 Mer. 161, 173; Crowther v. Crowther, 23 Beav. 305; Vice v. Thomas, 4 Y. & C. 538; The chapel in question was a proprietary chapel, held by the plt. under a deed of settlement dated 16th March 1814. Before the date of the agreement, namely, on the 3rd Sept. 1865, the deft. with the plt.'s consent com. menced the performance of regular duty at the chapel. On the 21st Sept. the plt. received a letter from the Malins, Q. C. and R. W. E. Foster, for the bill, deft., in which he said, "I look upon our agreement as were not called upon. The VICE-CHANCELLOR.-The defts. appear to have entertained a mistaken view as to the nature of these proceedings. This is not an ejectment suit. The case stated by the bill is this: On the death of Mrs. Coles, in 1856, the plt.'s right accrued to the property in question, but by some mistake, her husband, who survived her, remained in possession, and received the mesne profits until his death, which happened in 1865. Mr. Coles' estate is, therefore, indebted to the plts., and as his administrator does not admit assets, the bill asks for an account. The suit, consequently, has more of the character of a creditors' suit than one instituted for the purposes of ejectment. The cases cited in support of the demurrer are not in point. In that of Barnewell v. Barnewell (supra), the Court refused to aid the plt., in consequence of his having already obtained an ejectment at law, which entitled him to the mesne profits. The other cases are equally inapplicable. settled, as I know of nothing at present to prevent it, even supposing you could not make a title." Further correspondence took place between the parties, in which the importance of being prepared for the completion of the purchase by the day named in the agreement was urged upon the deft. In the meantime the deft. proceeded to certain acts of ownership, such as issuing notices to the congregation, in which he spoke of himself as the minister, and the plt. as the late proprietor of the chapel, directing the pulpit and the reading-desk to be removed, and part of the chapel to be painted, and receiving the rents and emoluments arising from the chapel. Subsequently disputes arose as to the nature of the title to be produced by the plt., and a good deal of correspondence both by letter and verbally took place upon the subject, in the course of which the deft.'s solicitor insisted that the deft. was entitled to a sixty years' title, and to an abstract at the plt.'s expense. Ultimately, on the 7th Feb. 1866, this bill was filed, praying that the agreement of the 6th Sept. 1865 might be specifically performed; that it might be declared that the deft. had waived all (if any) his right to call for the further production or investigation of the plt.'s title to the chapel, and that the agreement might be ordered to be specifically performed upon the footing of such waiver ; that the deft. might be ordered to pay to the plt. the purchase-money, with interest thereon at the rate of 5 per cent. from the 30th Oct. 1865, according to the agreement; that a receiver might be appointed; that the deft. might be restrained from receiving the rents and emoluments; that it might be declared that the plt. was entitled to a lien for the purchase-money and interest, and for the costs of the suit upon the property agreed to be purchased by the deft., that the lien might be enforced by the resale of the property, and that the deft. might be ordered to make good any deficiency in the proceeds of such resale as compared with the amount of such lien; that damages might be awarded to the plt. against the deft. for his wrongful conduct upon the property; that all necessary accounts and inquiries might be taken; and that the deft. might pay the costs of the suit. Greene, Q. C. and A. G. Marten, in support of the motion, submitted that there had been already an acceptance of the plt.'s title. The deft. had failed to carry out his part of the contract by paying the purchase-money on the day named in the agreement, and ought to be compelled now to pay it into court with interest at 5 per cent. They cited Simpson v. Sadd, 2 Sm. & G. 469; Osborne v. Harvey, 1 Y. & C. Ch. 116; and Malins, Q. C. and Fischer, for the deft., contended that he was entitled to a reasonable time to consider whether he would give up possession or not. The deft. was perfectly willing and able to pay the purchase-money as soon as he was satisfied with the title. There was a marked distinction between the cases cited where possession was taken without the vendor's consent, and the present case where the deft. had been willingly permitted to enter upon the property. No waste had been committed, but on the contrary the value of the property had been greatly improved. In the cases of Tindal v. Cobham, 2 Myl. & K. 385; Clarke v. Elliott, 1 Mad. 606, the Court refused to order the purchase-money to be paid into court. Marten here stated that Lord Eldon, in Clarke v. Elliott, had made an order for payment into court, but the case had not been reported on appeal. His HONOUR thereupon directed a search to be made in the registrar's office, when the order of Lord Eldon reversing that of the M. R. in the case referred to, was found in book A. 1815, folio 1323. [V.C. W. V. C. WOOD'S COURT. Reported by W. H. BENNET and R. T. BOULT, Esqrs., Barristers-at-Law. Dec. 5 and 20. DAVENPORT v. RYLANDS. Injunction — Damages -Cairns' Act (21 & 22 Vict. c. 27)-Stat. 15 & 16 Vict. c. 83-Costs. Where in a suit for infringement of a patent the court had jurisdiction to grant an injunction at the time the bill was filed, but the patent expired before the hearing : Held, that the court had jurisdiction at the hearing to grant an inquiry as to damages. Full costs granted under 15 & 16 Vict. c. 83, s. 43, to the patentee, though the defts. did not contest the validity of the patent. This was a suit to restrain the defts. from infringing the patent of the plts., which was for improvements in the manufacture of chenille and other piled fabrics. The patent was dated the 13th Nov. 1851, and was for a term of fourteen years. The plts. had established their patent in several other previous suits, and they alleged in the bill in the present suit that the deft. Rylands had been in the habit of selling large quantities of chenille which had been made by means of the plts." patented process, but without their licence and permission, and that the same had been either made by the deft. Rylands himself or imported from abroad. It appeared from the evidence that the deft. had imported chenille made by the plts.' process, and had sold it either separately or made up in articles of millinery. The bill prayed for an injunction, for an account, and for damages. The defts. endeavoured to establish by the evidence of one Spencer (an agent of the deft. Rylands) an agreement with the plts., which they contended amounted to accord and satisfaction. This, however, was positively denied by the plts. The bill was filed on the 8th Nov. 1864, and the patent expired on the 13th Nov. 1865. The suit now came on by way of motion for decree. Willcock, Q. C. and Hardy for the plts. Rolt, Q. C. and Little, for the defts., contended that there had been an accord and satisfaction. There could be no right to an account of profits or to damages without a right to an injunction: Baily v. Taylor, 1 Russ. & M. 73; Parrot v. Palmer, 3 Myl. & K. 632. The patent having now run out, there could be no right to an injunction, and therefore plts. had no title to the other relief prayed. Willcock, Q. C., in reply, contended that the statute 21 & 22 Vict. c. 27, provided that whenever there was a jurisdiction in the court to "entertain The VICE-CHANCELLOR.-Although the contract an application" for an injunction, it had also jurisin the present case is of an unusual kind, still it isdiction to award damages. Here the court clearly quite intelligible. It contemplates the completion had jurisdiction when the bill was filed. of the purchase and the payment of the money on the 30th Oct. It appears that the deft. was let into possession three days before he signed the contract, and although this is a case which had much better have been arranged by the parties themselves, yet, as it has come before me, I feel it my duty to say that the purchaser being in possession must pay the purchase-money, with interest at 5 per cent. from the 30th Oct., into court, on or before the 31st March. The motion for a receiver may stand over until that day. Solicitors for the plt., Ditton and Warmington. Solictors for the deft., Poole and Hughes. The VICE-CHANCELLOR, after stating the facts of the case, said :-There are two questions which it is necessary for me to consider; first, as regards the question of accord and satisfaction. I did not hear Mr. Willcock in reply upon that point, because it appeared to me that nothing of the kind had been established on the evidence of one witness who was positively contradicted by another. The evidence amounted to no more than this: Mr. Davenport said to Spencer, an agent of the defts.: "Well, you are not the kind of people we are anxious to interfere with ; the persons whom we wish to get hold of are those persons who are large importers, and who are |