CHAN.] Ex parte CHRIST CHURCH, OXFORD-Ex parte WIDEMANN. here. Lord Justice TURNER said:-My learned brother has gone so fully through this case, that it would really be a waste of time for me to make any observations upon it. I will only say, therefore, that I entirely concur in all the observations which he has made, and I am of opinion that this demurrer ought to have been allowed. Bacon, Q. C. then asked for leave to amend the bill, but which such leave ought to be given. Solicitors for the defts. demurring, Warry, Robins, and Burges. Solicitor for the plt., Calthrop. Saturday, June 23. (Before the Lord Chancellor (Cranworth.) Ex parte CHRIST CHURCH, OXFORD. Jurisdiction-Visitor. This was an application to the Lord Chancellor under the following circumstances: The original stipend of the Regius Professor of Greek in the University of Oxford was 40l. a-year, and it was now proposed by the Dean and Chapter of Christ Church, Oxford, to augment the stipend out of funds belonging to them. The commissioners under the Oxford University Act of 1854 had no authority in the matter, but the Queen as visitor had; and the present motion was that the Lord Chancellor, as representative of the Queen, would authorise the Dean and Chapter to make the proposed augmentation. [CHAN. not bound by anything in the bill. The 12th paragraph, | demurrer before the V. C., but I think not any costs the paragraph immediately following, states the last-mentioned letter containing the terms which had been previously agreed on as aforesaid; the said Mr. Marsh, through his clerk the said Mr. Davies, requested on behalf of the plt. that the draft contract should be forwarded; the draft contract, as appears by the following letter: "Dear Sirs,-Have the goodness to send me contract for land in the Dartmouth-road; the names you can for the present leave in blank." That letter is dated, as I have said, the 30th June 1864, and the draft contract which was to be prepared in consequence by the vendor's solicitors is transmitted afterwards on the 16th July-a very special contract containing various particular terms which obviously required, before binding the purchaser, accession on his part. It contains various new terms. [His Lordship then read the 4th clause of the contract, the 8th, the 9th, the 10th, and the 11th, observing upon the 9th that it was probably so uncertain as to be incapable of being cured by any consent on account of the blanks, and he then proceeded:] Now, as I have said, it is not clear that any accession could convert this document into a binding agreement, independently of any possible difficulty as to the Statute of Frauds, which for the present purpose I disregard. But it was requisite, as I have already said, and as is obvious, that the plt.'s accession to these terms, so far as they could be acceded to, should be obtained, and until that accession should be obtained this contract was a mere proposala mere proposal of terms by a person not then bound. That contract was transmitted, as I have said, on the 16th July. The 16th paragraph of the bill says: "In consequence of the long vacation intervening and the absence of the plt. and his solicitor from town, some unintentional delay arose in the final settlement of the said contract; and in the meanwhile, on the 21st Sept. 1864, before the plt. or his solicitor had returned to town, Marsh received from the defts.' solicitors the following letter:-"70, Lincoln's-inn-fields, 21st Sept. Dear Sir, -Hammersmith land. We wrote to you hereon on the 16th last July, since which we have heard nothing on the subject. We presume you consider the matter as at an end, but to prevent mistakes, we write to say that we shall treat it as entirely off. Please return our papers." Now, without intimating any opinion whether this was harsh and sudden, or not harsh, not sudden, not unreasonable, it was what the writers of the letter had a right to do, for they were not bound until their proposal was capable of being validly accepted, and had been accepted, and two months had passed without intimating any acceptance. Messrs. Wary, Robins, and Burges, then, on behalf of the vendors, were acting in the clear exercise of their right at that distance of time in withdrawing the proposal and in refusing to have anything more to do with it. But having been refused, there remained no contract, and it was in vain for a correspondence to be taken up in the latter part of September and in December electing to abide by the proposed contract, which had been left two months without being abided by, even on the assumption that the proposed contract contained terms which, if acceded to, could have been enforced, which at least in one instance, in my opinion, it could not. There has not, therefore, in my judgment, been a contract between these parties; nothing that a court of justice could enforce, even if the terms had been of a nature capable of being enforced if agreed to. There was a total absence of all contract, as it seems to me, differing most respectfully from the learned judge who has decided otherwise, and I think, therefore, the demurrer should stand allowed with the costs (subject to my learned brother's opinion) of the The Attorney-General and Bateman supported the motion. The LORD CHANCELLOR.-I think this is a very proper application, and will therefore give the authority asked for. Ex parte WIDEMANN. French extradition treaty-Habeas corpus-Notice. This was an application made on behalf of a French subject named Widemann, for a writ of habeas corpus to bring him up from the Clerkenwell house of detention, where he was kept as a prisoner preparatory to his being delivered up to the French authorities under the Extradition Treaty, as a fraudulent bankrupt. McMahon supported the motion. The prisoner was brought up to Bow-street in May last, and had since been remanded from time to time. He submitted that the Act under which the prisoner was detained (6 & 7 Vict. c. 75), together with the convention between this country and the French Government, on which it was based, had terminated. The Act contained a recital to the effect that it was by the said convention stipulated and agreed that the convention should be in force till the 1st Jan. 1844, after which date either of the high contracting parties should be at liberty to give notice to the other of its intention to put an end to it, and it should altogether cease and determine at the expiration of six months from the date of such notice. A notice had been served on the English Government on the 4th Dec. last, signifying the intention of France to determine the treaty on the expiration of six months, which time had now elapsed; but CHAN.] BELANEY V. BELANEY-Re FULCHER-SPIRETT v. WILLOWS. [CHAN. there was this difficulty in the case, that on the | the deed of inspectorship itself was attested by a 24th May last, before the expiration of the notice, solicitor, it ought to be admitted to registration. an agreement had been come to between the two Governments that the notice should be withdrawn, and a second notice was given which had not yet expired. He contended, however, that the Act had expired as a necessary consequence of the first notice, and that a new Act of Parliament would be necessary to revive its powers. The Solicitor-General (Sir R. Collier) and Hannen appeared for the Crown. The LORD CHANCELLOR said he would not trouble the counsel for the Crown in this case. There could The LORD CHANCELLOR was of opinion that the statute applied only to the execution of the deed, and therefore ordered it to be registered. Solicitors, Flux and Argles. Wednesday, July 11. (Before the LORD CHANCELLOR (Chelmsford.) SPIRETT v. WILLOWS. Wife's equity to a settlement-Three-fourths of fund settled-Bankruptcy of husband-Ultimate trust to husband. This was an appeal against a decree of Stuart, V.C., made on the 17th July 1865, by which it was ordered that 1500l. part of 20007. belonging to a married woman should, after payment of the costs of the suit, be settled upon her for life with remainder to her children, with remainder in default of children to her husband. be no doubt that, so long as the convention was in operation, the Act was in force, and therefore the only question was, whether the convention had been put an end to. In December last, the French ambassador gave notice of the termination of the treaty on the 5th of the present month, but it appeared that before the expiration of the notice, an agreement was come to by both parties to treat the notice as commencing on the 24th May last. If the six months had expired before the original notice was withdrawn, it might be that the Act The suit was originally instituted by the credicould not have been revived, but such was not the tors' assignee of the bankrupt, Mr. Willows, to case, and therefore the motion must be refused. It set aside a voluntary settlement, dated in Nov. was perfectly competent for the high contracting 1861, as being fraudulent and void under the parties to enter into the second arrangement and statute of Elizabeth. The bankruptcy took place therefore the convention was in force, and as a con- in April 1862. sequence the Act of Parliament also. Solicitor for the prisoner, W. A. Killby. Monday, June 25. (Before the LORD Chancellor (Cranworth.) BELANEY V. Belaney. Practice-Signature of one counsel to appeal. This was an application for leave to have the petition of appeal admitted with the signature of one counsel. Charles for the applicant.-The point in dispute was as to the construction of a will, and one counsel only had been engaged in the court below. He submitted that under these circumstances the signature of one counsel was sufficient. Such, he believed, had been the usual practice. The LORD CHANCELLOR said he would give leave, in this instance, as it seemed to have been done in other cases, but he thought there ought to be a general order on the subject. the signatures of two counsel were requisite, he did not see why they should be dispensed with. Monday, July 9. (Before the Lord Chancellor (Chelmsford.) Re FULCHER. If Bankruptcy-Trust-deed-Registration-B. A. 1861- This was an appeal from a decision of the registrar, who had objected to the registration of a deed of inspectorship, on the ground that one of the debtors had executed the deed by attorney, and that the execution of the power of attorney had not been attested by a solicitor in accordance with the requirements of the third condition of sect. 192, B. A. 1861. Horton Smith for the parties, submitted that as The settlement was declared void against creditors by a decree of his Honour Stuart, V.C., made in April 1864 (see the report 10 L. T. Rep. N. S. 450), and his Honour's decision was affirmed by Westbury, L. C. in Jan. 1865 (11 L. T. Rep. N. S. 614.) The result of the decision was to set free from the trusts of the settlement a sum of 20007, which was the property of Mrs. Willows at the date of the marriage, which was excluded from the trusts of her marriage-settlement, and which she now claimed to have settled upon her. The V.C. at first thought that half the sum only ought to be settled; but at the first hearing it became unnecessary to decide the point. Upon the appeal, however, it was referred back to chambers to inquire whether, having regard Mrs. Willows, and to the present circumstances of to the settlement made on the marriage of Mr. and the deft. Willows, any and what additional settlement ought to be made out of said sum of 20004. on Mrs. Willows and the children, if any, of the marriage. His Honour, upon this reference, made the decree which was now the subject of appeal. Bacon, Q. C. and R. Horton Smith, for Mrs. Willows, submitted that the wife was entitled to have the whole fund settled upon her, and that at all events, as her husband was a bankrupt, the ultimate remainder should be to her and not to her husband. They cited and referred to Gilchrist v. Cator, 1 De G. & S. 188; Duncombe v. Greenacre, 28 Beav. 472; 3 L. T. Rep. Ward v. Yates, 1 Dr. & S. 80; 2 Seton on Decrees, 665; Lewin on Trustees, 4th ed. 281; 3 Davidson's Conveyancing, 141, note (g) CHAN.] DENTON v. M'NEILL. [ROLLS. Malins, Q. C. and Phear, for the plt., in support of | then became entitled to a settlement out of that the V. C.'s decision, contended that the ordinary rule sum, the only question being how much of it ought was to give one-half to the husband and to settle one- to be settled on her. Under all these circumhalf on the wife, although under special circumstances the V. C. considered that, instead of the stances three-fourths or three-fifths might be settled; husband being entitled, according to the ordinary but the court had rarely extended the rule so as to rule, to one-half, he ought to be considered entitled settle the whole fund on the wife. With regard to the to one-fourth, and that the other three-fourths cases which had been quoted, they all proceeded upon should be settled on the wife and her children, with the misconduct of the husband, or upon total inability an ultimate limitation to the husband. Are there on his part to support his wife, or from the smallness then any special circumstances in the case which of the fund. In Napier v. Napier, 1 Dr. & War. 407, would render the determination of the V. C. Lord St. Leonards departed from the usual practice improper? I confess it seems to me that there are on the ground of special circumstances; and in none, and that he has exercised a sound discretion Coster v. Coster, 9 Sim. 597, which was a case of as to what settlement ought to be made. I shall very frequent reference, the Court deviated from the therefore affirm the decree of the V.C., and dismiss ordinary rule by settling three-fourths on the wife on this appeal with costs. account of the misconduct of the husband. There were no special circumstances in the present instance. With respect to the question of smallness of provision, the station in life of the wife must be taken into consideration. In this case she had married a farm-labourer and was herself in a position little higher than that of a servant, and therefore 1201. a-year was amply sufficient to provide her with all the necessaries of life. They submitted that the V. C. had been rather too liberal to the wife than not liberal enough, and that the equity of the case was fully answered by settling upon the wife three-fourths of the fund in court. Nalder appeared for the trustees of the original settlement, who were perfectly willing to act under the direction of the court. R. Horton Smith, in reply, submitted that all the cases went to show that it was left to the discretion of the court to say what amount should be settled. The point principally commented upon was whether the husband was in a position to maintain his wife. In this case the husband had squandered the property, and the wife was under his control and had no adequate means of subsistence. The LORD CHANCELLOR.-There are numerous authorities on this subject, and undoubtedly the principle to be extracted from them is, that where the fund of the wife is settled by the court in pursuance of her equity of settlement, the ultimate limitation of the money, even in the event of her dying in her husband's lifetime, will in the absence of special circumstances be to the husband, and this seems reasonable. The rule appears to be, that in the absence of all special circumstances one-half of the fund should be settled on the wife, leaving the other half at the disposal of the husband. Therefore the question arises how that portion for the wife is to be settled; and that is a matter entirely for the consideration of the court under the particular circumstances of the cases with which it may have to deal. There are circumstances, however, which may prevent the court doing that which is the ordinary rule, namely, giving the ultimate limitation to the husband; for instance, where there has been misconduct on his part or inability to maintain his wife, or where the fund is extremely small. In the present case the discretion of the court has been exercised by a judge of great experience in equity, and unless I saw my way clearly to the conclusion that he had exercised a wrong discretion, I should be extremely reluctant to disturb his decision. After a careful review of the case it appears to me that the V. C. exercised a very sound discretion. The wife is a person not of high station, and under the settlement made on the marriage, 2000l. was settled upon her absolutely, and another 2000l. became the subject of a post-nuptial settlement, which, however, was set aside as a fraud upon the creditors. She Solicitors for the plt., Blakeley and Beswick. ROLLS COURT. Reported by H. R. YOUNG, Esq., Barrister-at-Law. May 23 and June 1. DENTON v. M'NEILL. Projected company-Prospectus-Misrepresentation- Where the plt. joined with other persons in promoting, it was Held that he was not entitled to the relief he prayed by his bill, and that it must be dismissed accordingly. The bill in this suit was filed to obtain an account of certain moneys, and for a contribution from the defts., under the following circumstances: In the months of Oct. 1852 and Aug. 1854, a Dr. Smith obtained two patents for converting the refuse slag or scoria left in the smelting of iron, into a hard substance resembling marble; and which he intended to use for tiles, paving, and other useful and ornamental purposes. Sir John M'Neill and the other defts. to the suit proposed to work those patents by means of a jointstock company, and the British Slag Company was projected accordingly. In the year 1855 the company was provisionally registered under the 7 & 8 Vict. c. 110 (the Companies Act 1844). A prospectus was then issued, stating the capital of the company to be 120,000%, in 24,000 shares of 51. each. The prospectus contained a list of the proposed directors. In that list were the names of Sir John M'Neill and of other persons, who had not been served, and were not parties to this suit. prospectus further stated that the working of the invention had been tested, and was found to be so successful as to lead the projectors to expect that a profit of 31. per ton on the manufactured article would be realised. The plt.'s bill stated that he read that prospectus; and after having so done he applied for shares in the company. In answer to that application, however, he received a notice that no further application for shares would be then entertained, as it was intended to bring out a com The pany as soon as possible under the Limited Liability Act. He afterwards applied personally at the office of the company to satisfy himself as to its position and prospects; and the result of his inquiries was that he was told the directors intended to spend about 1s. 6d. per share in further testing the materials of the invention. On the 25th Sept. 1855 the plt. applied for, and on the 1st Oct. 1855 obtained, an allotment of 200 shares in the company, for which he paid 250%. on the allotment. On the 25th June 1856 a new prospectus was issued with the view of bringing the company within the terms of the Limited Liability Act. The prospectus stated somewhat to the effect previously set forth, viz., that the slag had been ascertained to be capable of manufacture into an article fit to be used for paving. In Jan. 1857 the projectors of the limited company entered into an agreement for the lease of the Maesteg Ironworks, at Bridge-end, South Wales, and some works were commenced there. The plt. became dissatisfied with the working of the concern. On the 30th Jan. he applied to the projectors of the company-the limited company, which never was, in fact, incorporated under the Act as proposed either to be repaid the money which he had expended, or to be allowed to superintend personally the carrying on of the works. A meeting was then called of the projectors of the concern, at which the plt. was present, and at which meeting it was resolved that he should have the superintendence of the works as he proposed. He was accordingly appointed manager, and went to Maesteg. He remained there till the month of March 1859. The concern was, nevertheless, unsuccessful, and resulted in loss to all the parties interested in it. The works were ultimately discontinued and the deposits returned by the projectors to the shareholders. The main ground on which the plt. rested his right to the relief which he claimed by his bill was, that the prospectuses contained false and fraudulent misrepresentations as to the testing of the process. He also alleged that the slag was useless, and the patents valueless. The bill prayed a decree for an account of the plt.'s expenditure on behalf of the company, and for the repayment to him of what should be found due; or that, in case the court should be of opinion that he had made himself jointly liable with the projectors of the intended company, for a contribution from them of their proportion of the sums expended by him in excess of his fair share of the disburse ments. Locock Webb and Horsey appeared for the plt., and cited Pulsford v. Rickards, 17 Beav. 87. The reason why some only of the projectors, or directors, of the intended company were made defts. was because the others could not be found. But the plt. only asked as against those who were defts. their proportionate part of the expenses: Cooper v. Webb, 15 Sim. 454; The New Brunswick and Canada Railway and Land Selwyn, Q.C., Baggallay, Q.C., Jessel, Q.C., Ellis, Eddis, Karslake, Mackeson, J. N. Higgins, and Macnaghten, for the defts., were not called upon. Lord ROMILLY referred to Kisch v. The Central Railway Company of Venezuela, 12 L. T. Rep. N. S. 295, 801. Lord ROMILLY.-In this case I stated at the close of the plt.'s argument the difficulty which I felt as to the absence from the record of some of those persons who ought to have been made defts. I [ROLLS. have since read through the pleadings in the suit, and I am of opinion that the plt. has failed in establishing his contention. The facts of the case are very shortly these:-In 1852 and 1854 Dr. Smith obtained two patents for converting slag into marble. The company was started in May 1855; and in Oct. 1855 was registered under the Act of 1844. The plt. then applied for, and had allotted to him, 200 shares in the company. The company was afterwards converted into a limited liability one. The plt.'s first ground of complaint is that he was misled by the false and fraudulent statements in the prospectus of the company to the effect that the material which formed the basis of the patent had been fully tested. Now, to that complaint there are two answers: the first is, that the prospectus, in fact, shows that a further testing was intended, and moreover the plt. was in 1858 himself employed by the company to go and superintend the work. The remarks of Turner, L.J., in the case of Kisch v. The Central Railway Company of Venezuela, show that, to entitle the plt. to relief in such a case as this, there must be some actual false statement in the prospectus, or otherwise, and not such mere high colouring as almost every prospectus generally contains. In my opinion there is not in this case any actual false statement either in the prospectus or otherwise. Everything, on the contrary, appears to have been done bonâ fide. The second answer to the plt.'s complaint is, that the company never was established; and does not, in fact, exist. After 1858 there is no sort of pretence for saying that the plt. was misled. He himself appears to have proposed that he should go and superintend the works; and the directors of the intended company, after some consideration, accepted his offer. He went accordingly; and although he was fully aware of all the affairs of the company in 1858, he, assuming him for a moment to have had some foundation for his complaint, took no further steps in the matter till 1863. In my opinion his claim fails, or rather is, if I may so say, barred in that respect. As there is no company in existence, all that he can require is the repayment of his deposit. But for that he has his remedy by an action at law. As to the other ground of his claim, he has not put it in such a way by his bill as to obtain the relief he seeks. He might have said that he was one of several persons who had attempted to get up a company; that, as such projector, he had paid more than his fair share of the expenses; and that the other projectors were bound to recoup him. That, however, is not the case set up by the must be dismissed. Even if I had thought the plt. bill. Upon the whole, I am of opinion that the bill right, I could not have made a decree without having had the absent parties brought before the court. Solicitors: H. Wickens; J. J. Darley; Hargrove, Fowler, and Blunt. Wednesday, June 27. ATKINSON V. MACKRETH. Demurrer-Solicitors-Partners-Money paid to, misapplied by one of them-Parties. A sum of money was received by one of a firm of solicitors from a client, on behalf of the firm; the receipt given for it, in the name of the firm, expressed that part of the money was to be applied in payment of the client's debts; one of the partners misappled the money, and absconded; after which the client filed a bill against the other partner alone, to recover the money from him, and he demurred to the bill for want of equity and of parties: ROLLS.] Re THE LAND CREDIT COMPANY OF IRELAND, ex parte MUNSTER. Held, that the demurrer for want of equity must be overruled; but that for want of parties allowed, without costs, and with leave to the plt. to amend his bill by making the absconding partner a co-deft. in the suit. This case came on to be heard upon two demurrers to the plt.'s bill by the deft. Mr. Mackreth. The first demurrer was for want of equity, the second for want of parties. The facts of the case, as stated by the bill, were very shortly these: Mr. Henry Wm. Mackreth and a Mr. Wm. Owen John Tucker were partners in the business of attorneys and solicitors, under the name of Gibbs, Tucker, and Mackreth. The plt. retained Messrs. Tucker and Mackreth to act as his solicitors in various matters, and particularly in negotiating the terms of a compromise with his creditors. Tucker and Mackreth procured for the plt. an advance of 500% on a mortgage of some property of his, from one Mawson. They also acted as the plt.'s attorneys in an action at law, Balch v. Atkinson. The plt. subsequently paid to Tucker, on behalf of the deft. and the firm, the sum of 2201, part of the 500l., for which a receipt in the name of the firm was given in the following terms: Received this 17th day of August 1865 of J. R. W. Atkinson, Esq., the sum of 2204, 20%. being our costs and charges relative to the mortgage of Atkinson to Mawson, 221. Os. 2d. being the balance of debt due to the plt. in Balch v. Atkinson, 5l. to repay the loan of 21st of July, and 1721 19s. 10d. being the balance of the sum of 2204., with which to make arrangements with your creditors. The bill alleged that Tucker misapplied the 1724. 19s. 10d. to his own use, and then absconded. The bill was filed against Mackreth alone for the purpose of recovering that amount from him. Mackreth demurred to the bill, as above stated, both for want of equity and of parties, insisting that Tucker ought to have been also made a deft. in the suit. A. E. Millar, for the deft. Mackreth, supported the demurrer. He argued, first, that the transaction was not within the ordinary scope of a solicitor's business, and that, consequently, the deft. Mackreth was not liable; and secondly, that the plt. could have no relief in the absence of Tucker. He cited Blair v. Bromley, 2 Ph. 254; Jones Bateman appeared for the plt., and supported the bill.-He contended that the liability was several as well as joint, and that therefore Tucker was not a necessary party to the suit. He cited Eager v. Barnes, 31 Beav. 579; 15 & 16 Vict. c. 86, s. 42. Lord ROMILLY.-I am of opinion, Mr. Bateman, that this is a case in which the liability of these gentlemen was a joint one. The deft. Mackreth was a member of a firm of solicitors who acted for the plt. in an action at law, and also arranged a compromise for him with his creditors. The statement of the accounts, and the form of the receipt which was given to the plt. for the 220, show clearly to my mind that both Mr. Mackreth and Mr. Tucker knew the circumstances connected with the compromise, and that the money expressed to be received was to be applied as the receipt stated. In my opinion, where a sum of money is received by partners, and the receipt given by them for it expresses that part of the money is to be applied to the payment of debts, and one of the partners misapplies the money, it is impossible for this court to hold that the other partner is wholly discharged [ROLLS. from liability in respect of the money which has been misapplied. The demurrer for want of equity must therefore be overruled. It is obvious, I think, from what I have said, that I cannot dispose of this case at the hearing without having Mr. Tucker before the court. The demurrer for want of parties must therefore be allowed; but the plt. must have leave to amend his bill; and that demurrer will therefore be allowed, without costs. Solicitor for the plt., J. J. Darley. Solicitors for the deft., Rooke, Kenrick, and Cooke. Where a person who is himself a director of a company is placed on the list of contributories to it, and afterwards seeks to have his name removed from the list, and so to get rid of his liabilities to the company of which he is such director, this Court will narrowly watch his conduct in the matter, and will hold him strictly to his engagements. In pursuance of the above principles, the Court refused the application of a director to have his name taken off the list of contributories to a company, although he alleged that he had taken shares in, and become a director of, it on the faith of a statement in the prospectus which was not true. In this matter a summons was taken out in chambers, and afterwards adjourned into court, on behalf of a Mr. Munster, for an order directing his name to be taken off the list of contributories to the above-named company. The facts of the case were shortly these: By the articles of association of the company it appointed by the subscribers to the memorandum of was provided that the first directors of it should be association, and that every director should be required to hold at least twenty shares in the company as a qualification for office. Among those who signed the first appointment of directors was a Mr. Pim. He was himself appointed a director of the company on the 2nd May 1864. The company had previously entered into a contract with him for the purchase of certain property of his for the sum of 30,000l., one quarter of which was to be paid in shares of the company. That contract was on the day of his election as a director confirmed at a general meeting of the com pany. The prospectus issued by the company stated that Mr. Pim was one of the directors. Mr. Munster saw that prospectus, and he then applied for and had allotted to him more than twenty shares in the company. Mr. Munster stated that it was solely on the faith of the representation in the prospectus that Mr. Pim was one of the directors of the company that he was induced to take the shares in it. Mr. Munster having so taken the shares, and still entertaining the same faith and confidence, was, on the 11th May 1864, elected a director of the company. On the 31st May Mr. Munster attended a general meeting of the company, at which Mr. Pim was present. Two subsequent meetings of the company were also held, the last being on the 5th July 1864, at which the subject of Mr. Pim's contract was discussed. Towards the end of the year 1864 that contract was abandoned by the company. Mr. Pim did not attend any meeting of the directors after the 5th |