"With reference to your letter of the 17th inst., will you be so kind as to inform me upon what grounds the Lords Commissioners of His Majesty's Treasury object to sanctioning the issue of the small amount of shares in question.

"I would point out that the Company is formed solely for the purpose of publishing The Conveyancer, and as this publication has as its chief object the supplying of Precedents under the Emergency Acts, and other Precedents particularly required by Solicitors at the present time, the Company will be one which, it is submitted, is clearly a desirable one, and its publication will be a Journal issued in the public interest. I would also draw your attention to the fact that the whole of the requisite Capital is being found by me and one other Director, and that no Capital is required from any other source whatsoever. You will therefore appreciate that, in fact, no Capital changes hands at all, because, if The Conveyancer were not issued by the Company it would be issued by myself and the other Director referred to, with money which would be of an exactly similar amount. In the circumstances referred to, I shall feel indebted to you if you will place these further facts before the Lords Commissioners, and acquaint me with their decision."

On November 22nd the Treasury replied as follows:

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As requested in your letter of the 18th instant, the Lords Commissioners of His Majesty's Treasury have given further consideration to the application for approval of an issue of capital in the Chancery Press, Limited, but they regret to be unable to approve any issue of capital by this Company at the present time.'

The effect of this extraordinary decision is, that the Treasury purport to assume control in a case where a man decides to form a Company to conduct his business with money wholly supplied by himself! Such controlwhich, as one of our Correspondents points out (see page 25), amounts to an "unwarrantable interference with the rights of individuals' -was never originally intended, and has never been sanctioned by the Legislature. It is, in fact, directly opposed to the expressed intentions of the Treasury as originally announced in the Press on January 19th, 1915. That announcement was in the following terms :—

"In connection with the re-opening of the Stock Exchanges the Treasury have had under consideration the general conditions under which new issues of capital in the United Kingdom can be permitted during the continuance of the War. It appears to the Treasury that in the present crisis all other considerations must be subordinated to the paramount necessity of husbanding the financial resources of the country with a view to the successful prosecution of the War. Accordingly they wish it to be understood that until further notice they

feel it imperative in the national interest that fresh issues of capital shall be approved by the Treasury before they are made.

"Treasury approval will be governed by the following general conditions :-(1) Issues for undertakings carried on or to be carried on in the United Kingdom shall only be allowed where it is shown to the satisfaction of the Treasury that they are advisable in the national interest.

The original proposal was, therefore, to obtain control over large and public issues. But on January 29th, 1915, the sanction of the Treasury to issues by "Private ' as well as by Public Companies was announced as necessary. The Treasury have never, however, announced that they intend to assume control over issues made by Private Companies where the requisite capital is to be supplied by the person or persons whose business the Company is formed to acquire. Such an announcement would, doubtless, astonish the public at large and be strongly opposed by Parliament as unjustifiably affecting the rights of individuals and hampering the British trader. Yet such control is in fact being assumed, as is evidenced by the case in question! The position is wholly wrong and uncalled for, and one that requires immediate consideration by Parliament. That control is necessary over public issues and issues proposed to be made by Companies which are clearly undesirable is apparent; but the Treasury have never been authorised by the Legislature, and never, of course, will be so authorised, to govern or control issues of the nature of the one under notice. If in refusing their sanction to the issue proposed to be made by the Chancery Press, Ltd., the Treasury are-to use their own words-husbanding the financial resources of the country with a view to the successful prosecution of the war," then we must admit that we are dense in not being able to follow what appears to us to be an extraordinary proposition. At the present time there is nothing to prevent A. carrying on the business of a coal merchant, but if he desires, with a view to taking advantage of the facilities offered by the Companies Act, to convert his business into a Company, and subscribes for all the shares, save one, he must, it is contended, obtain the sanction of the Treasury! The contention is ridiculous.

Recent Cases.

The Right of interned Allens to Sue.

THE terms "alien friend" and "alien enemy" are used to designate an alien belonging to a country which is at peace or at war with Great Britain, as the case may be. When war breaks out between Great Britain and the State to which an alien belongs, he is usually allowed to remain within this country, provided his conduct is that of an alien friend. And if he resides here with the licence and permission of the Crown, he has the same rights and privileges as an alien friend (Wells v.

Williams, 1 Salk. 46; Casseres v. Bell, 8 T. R. 166). The recent case of Schaffenius v. Goldberg (Times, November 27th, 1915) raised the important question whether a German interned in this country has a right to maintain an action. It was contended that internment deprived an alien enemy of any rights that he previously had (Rex v. Superintendent of Vine Street Police Station, 32 T. L. R. 3); and that it was equivalent to sending the alien enemy out of the country, and was therefore a revocation of the licence to remain commorant here. The Court of Appeal (confirming the decision of Younger, J.) held that the Plaintiff was at liberty to maintain the action without any disability attributable to his internment. In the course of his judgment the Master of the Rolls said: "A prisoner of war was not put outside the law any more than any other prisoner, but was entitled to assert his civil rights, and it would be shocking to say that the Plaintiff was, through being interned, deprived of all power to enforce his rights in respect of trading which he had carried on."

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WHERE a Lessee covenants to carry on a certain business, is a covenant implied on the part of the Lessor that he, the Lessor, will take all reasonable steps to ensure that the Lessee is not prevented from carrying on the business according to the covenant? In Malzy v. Eichholz (Times, November 26th, 1915), Darling, J., held that it is. In that case, E. devised to M. part of the premises, 161A, Strand, and the lease contained a covenant by M. to continue to conduct the premises as a restaurant." E. covenanted that M. should occupy and enjoy the premises without any interruption or disturbance by E. or any person or persons claiming through or under him." E. let part of 161A, Strand (a shop) to C., who, it was alleged, carried on fraudu lent "mock" auctions on these premises, which were accompanied by much shouting, noise, fighting and disturbance," greatly to the detriment of M.'s business.

Repair of Roofs of Flats.

WHAT is the position of Landlord and Tenant as to repairs where the Landlord retains in his own possession and control something essential to the enjoyment of the premises demised, such as a staircase or a roof? The question was raised in the case of Hart v. Rogers, which recently came before Scrutton, J. (Times, December 4th). In that case H. let a flat to R. for one year at a rent of £180, payable quarterly. R. alleged that H. retained

control of the roof and that owing to his neglect to repair it water came through into the flat and rendered it unfit for human habitation; and that in consequence he had to leave the flat. The action was for two quarters' rent and R. counter-claimed for damages. The Court held that the roof was under the control of the Landlord and not included in the demise and that (following Miller v. Hancock (1893), 2 Q. B. 177, which related to a staircase) he was responsible to the tenant for defects of repair.

Breach of Covenant no Defence to Claim for Rent.

THE same case decided (on the authority of Surplice v. Farnworth, 7 M. & G. 576), that neglect to repair is no defence to a claim for rent. Hence, the Court non-suited the defendant on the claim for rent, but decided in his favour as regards a portion of the damages claimed.

Assignment of Dower.

AN action of a very unusual character in modern times -an action for the assignment of dower-was recently decided by Sargant, J. ( (Wilson v. Clark, Times, December 3rd). The lands in respect of which the dower was payable were situated in Kent and of gavelkind tenure. In the case of lands of this tenure, the widow's dower is of a moiety instead of one-third, but it lapses on re-marriage. The plaintiff's claim was that she was entitled to have, upon a sale of the property, a part of the proceeds assigned to her absolutely in satisfaction of her claim to dower, and the case of Re Hall's Estates, 9 Eq. 179, was relied upon. The Judge, however, decided against her, and in the course of his judgment said: Speaking generally, when purchase-money was substituted for land the rights of persons in the purchasemoney should correspond with their interests in the land. There was a further reason in the present case for deciding against the plaintiff that she was only entitled to dower during widowhood."

Wills of Soldiers and Sailors.

THE effect of the Wills Act, 1837, is to render a nuncupative Will altogether invalid except as regards "any soldier, being in actual military service, or any mariner or seaman, being at sea. By section 11 of the Act such persons may dispose of their personal estate as they might have done prior to the Act. They may make their Wills by word of mouth.

"Actual military service means on an expedition (Drummond v. Parish, 3 Curt. 522). The term " soldier includes a militiaman (Horton v. Leeds, 25 L. J. M. C. 38), but not a soldier quartered in barracks, either at home (Drummond v. Parish, supra) or in the Colonies (White v. Repton, 3 Curt. 818; Re Pery, 2 L. T. (O. S.) 335), or at Malta under orders for the West Indies (Re Norris, 3 N. C. 197), or an officer on a tour of inspection of the troops under his command (Re Hill, 1 Rob. Eccl. 276). But a soldier passing from one regiment to another, both regiments being in active service against the enemy (Herbert v. Herbert, Dea. & Sw. 10), or joining a regiment with a view to marching

against the enemy (Re Thorne, 34 L. J. P. M. & A. 131), or who is mortally wounded on the battlefield (Re Farquhar, 4 N. C. 651; Re Churchill, ibid. 47; Re Prendergast, 5 ibid. 92), is in actual military service.' For the true test as to the meaning of section 11, see Re the Goods of Hiscock (1901), P. 78.

"Mariner, or seaman, being at sea," has been held not to include an admiral of a naval station living on shore, and who made his will at his house (Euston v. Seymour (1802), cited 2 Curt. 339; 3 ibid. 530), nor a seaman who was in a British port where he made his will, and whose vessel did not sail for several days thereafter (Re Corby (1854), 18 Jur. 634). But a seaman stationed at Portsmouth on board a training-ship was held to be at sea" (Re MacMurdo (1867), 16 W. R. 283); and a seaman who, being in harbour, went on shore, and there was so severely injured that he died, was held to be at sea" (Re Lay (1840), 2 Curt. 375). A test seems to be, Was the seaman in expeditione "? -and therefore, following Re Lay, it was held that a seaman engaged with the enemy and on board ship, but in a river beyond the flux and reflux of the tide, was at sea within this section, enabling a "mariner or seaman being at sea" to make a nuncupative will (Re Austen (1853), 17 Jur. 284; 2 Rob. Eccl. 611). See, further, Encyclopædia of the Laws of England," Vol. XII., page 597.

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Hence, a soldier in actual military service and a mariner or seaman at sea, can, if of the age of 14 or upwards, make a will of personal estate either nuncupative, or in writing unsigned and unattested.

The Navy and Marines (Wills) Acts, 1865 and 1897, impose certain restrictions as to the disposition by will of certain property, e.g., wages and prize-money.

The Navy and Marines (Wills) Act, 1914, provides that "Notwithstanding anything in the Navy and Marines (Wills) Acts, 1865 and 1897, the admiralty may, in the case of a will made by any person being or having been a seaman or marine who may have died or may hereafter die during or in consequence of the present war, pay or deliver any wages, grant, or other allowance, or other money payable by the admiralty, or any effects or money in charge of the admiralty, to any person claiming to be entitled thereto under such will though not made in conformity with the provisions of the said Acts, if the admiralty are of opinion that compliance with the requirements of those Acts may be properly dispensed

with."

The Conversion of Businesses into Private Companies.

(Continued from page 6.)

4. The Memorandum of Association. The Memorandum of Association of a Private Company differs in no way from that of a Public Company, except that the document need be signed only by two, instead of seven Subscribers (see page 205 of the Supplement to the present issue).

5. The Articles of Association.

The Articles of Association of a Private Company differ, as a general rule, in many respects from the Articles of a Public Company. In the case of a Private

(5) The Directorate, including the period during which any particular Director is to hold office.

(6) The terms upon which the Managing Director (usually the Vendor) is to hold office. (7) The use of the Common Seal. (8) The declaration of dividends.

It is not uncommon to provide that a certain Director is to hold office, unless he voluntarily retires, during his life; and a Company the Directors of which are appointed for a definite period, has no inherent power to remove them before the expiration of that period (Imperial Hotel Co. v. Hampson, 23 C. D. 1). Whether a clause which provides that a Director shall be irremovable is valid, quære (see Browne v. La Trinidad, 37 C. D. 1.)

6. The Capitalisation.

The capital of the Company, and the number of shares into which it is to be divided, naturally depend upon the circumstances of each particular case. As a general rule, the capital consists of a sum equal to the value of the property transferred by the Vendor (usually the Promoter) plus such sum as may be considered adequate for working capital and contingencies. With a view to

saving stamp duty and registration fees, the capital is frequently fixed at a sum far below the actual value of the property transferred. In a case where A. transfers his business and assets (worth £20,000) to a Company incorporated with a capital of £21,000, in consideration of the allotment of fully paid up shares to the extent of £20,000, he is in no worse position, of course, than if the transfer were to a Company incorporated with a capital of £2,100, in consideration of the allotment of £2,000 fully paid up shares. And the same considerations naturally apply where the transfer is effected not by a Sole Trader but by several Partners or Vendors.

As regards the amount of each share, this also depends upon the particular circumstances. In some cases it may be considered more convenient to divde the capital into shares of large amount, e.g., £100 each. In other cases it may be desired to create a certain class of shares of very small amount, e.g., ten shillings or even one shilling each. The latter course is frequently adopted where it is decided to permit employees to share in the profits of the undertaking.

been pointed out elsewhere (see page 4 of the December issue), the Treasury are, at present, armed with no power at law to insist on their consent being obtained. It is also advisable, before registration is sought, to ascertain from the Registrar of Joint Stock Companies whether any objection exists to the incorporation of a Company under the name proposed; for although a firm may have traded under a certain name for many years past, it does not follow that the registration of a Company under that name will be permitted.

1. It shall be lawful for His Majesty by Order in Council to prescribe the areas to which having regard to conditions arising out of the present war, the provisions of this Act shall apply, but no area other than the administrative county of London or a borough or urban district with a population according to the last census exceeding one hundred thousand shall be prescribed except areas where it appears to His Majesty that, owing to the influx of population or other circumstances attributable to the present war, there is a dearth of housing accommodation, and where such an order is made as

(a) For the amendments made by the Commons, see page 16, supra.

respects any area it shall be the duty of such local authority as may be specified in the Order to publish the Order in such manner as they may think best adapted for informing the persons affected and insuring publicity, and the Order may contain such incidental, consequential or supplemental provisions as may appear necessary or proper for the purposes of the Order.

2. (1) Where the rent of a dwelling-house to which this Act applies, or the rate of interest on a mortgage to which this Act applies, has been since the commencement of the present war, or is hereafter during the continuance of this Act, increased above the standard rent or the standard rate of interest as hereinafter defined, the amount by which the rent or interest payable exceeds the amount which would have been payable had the increase not been made shall, notwithstanding any agreement to the contrary, be irrecoverable : Provided that

(i) This subsection shall not apply to any rent or mortgage interest which accrued due before such date (not being earlier than the twentyfifth day of November nineteen hundred and fifteen) as may as respects any area be prescribed by the Order in Council applying this Act to that area; and

(ii) Where the landlord has since the commencement of the present war incurred, or during the continuance of this Act incurs, expenditure on the improvement or structural alteration of a dwelling-house, an increase of rent not exceeding six per cent. per annum on the amount so expended shall not be deemed to be an increase for the purposes of this Act; and

(iii) Any transfer to a tenant of any burden or liability previously borne by the landlord shall for the purposes of this Act be treated as an alteration of rent, and where as the result of such a transfer the terms on which a dwellinghouse is held are on the whole less favourable to the tenant than the previous terms the rent shall be deemed to be increased whether or not the sum periodically payable by way of rent is increased, and if any question arises as to the amount of such increase the question shall be determined by the county court, whose decision shall be final and conclusive.

(2) A person shall not in consideration of the grant, renewal, or continuance of a tenancy of any dwellinghouse to which this Act applies require the payment of any fine, premium, or other like sum in addition to the rent, and where any such payment has been made in respect of any such dwelling-house after the twentyfifth day of November nineteen hundred and fifteen, then whether it was made before or after the date when the Order in Council applying this Act to the area in which the dwelling-house is situate was made the amount shall be recoverable by the tenant by whom it was made from the landlord and may without prejudice to any other method of recovery be deducted from any rent payable by him to the landlord.

(3) It shall not be lawful for any mortgagee under a mortgage to which this Act applies, during the continuance of this Act, and so long as interest at the standard rate is paid and the covenants of the mortgage are observed, to call in his mortgage or to exercise any right of foreclosure, sale, or other means of enforcing his security :

Provided that this provision shall not affect any power of sale exerciseable by a mortgagee who was at the date of the passing of this Act a mortgagee in possession.

(4) Where the mortgaged property includes both property to which this Act applies and other property, the mortgage shall for the purposes of this Act be deemed to be divisible, and the amount of the loan to be apportioned between the property to which this Act applies and the other property in proportion to the respective rateable values thereof.

3.-(1) For the purposes of this Act :

(a) The expression standard rent means the rent
at which the dwelling-house was let on the
third day of August, nineteen hundred and
fourteen, or, where the dwelling-house was not
let on that date, was last let before that date,
or, in the case of a dwelling-house which was
first let after the said third day of August,
the rent at which it was first let:
(b) The expression standard rate of interest

means in the case of a mortgage in force on the
third day of August, nineteen hundred and
fourteen, the rate of interest payable at that
date, or in the case of a mortgage created since
that date the original rate of interest :
(c) The expression "rateable value" means the
rateable value on the third day of August,
nineteen hundred and fourteen, or in the case
of a house or part of a house first assessed
after that date, the rateable value at which
it was first assessed.

(2) This Act shall not apply to any house the rateable value whereof exceeds forty pounds, but save as aforesaid shall apply to a house or a part of a house let as a separate dwelling (including any garden or other premises within the curtilage thereof) and situate in an area to which this Act is for the time being applied by Order in Council, where either the annual amount of the standard rent or the rateable value of the house or part of the house does not exceed

(a) in the case of a house situate in the administrative county of London, thirty pounds; and (b) in the case of a house situate elsewhere, twentyone pounds;

and every such house or part of a house shall be deemed to be a dwelling-house to which this Act applies.

(3) Where for the purpose of determining the standard rent or rateable value of a dwelling-house to which this Act applies, it is necessary to apportion the standard

rent or rateable value of the property in which that dwelling-house is comprised, a county court may, on application by either party, make such apportionment as seems just, and the decision of the court as to the amount to be apportioned to the dwelling-house shall be final and conclusive.

(4) This Act shall apply to every mortgage of real property where the mortgaged property consists of or comprises one or more dwelling-houses to which this Act applies, except that it shall not apply to an equitable mortgage or charge by deposit of title deeds or otherwise. (5) This Act shall apply only to the rent payable by a tenant in actual occupation of the premises and to mortgages by the immediate landlord of such tenant :

Provided that where this Act has become applicable to the rent payable by any tenant, or to the rate of interest payable under any mortgage, it shall continue to apply thereto notwithstanding that the dwelling-house is subsequently sublet by the tenant.

4.-(1) This Act shall apply to Scotland, subject to the following modifications:

Borough or urban district means a royal, parliamentary, or police burgh; mortgage or mortgage of real property means a heritable security; fine means grassum or consideration other than rent; "mortgagee means the creditor in a heritable security; covenants means conditions; mortgaged property means the heritable subject or subjects included in a heritable security; rateable value" means yearly value according to the valuation roll; and county court means the sheriff.

(2) This Act shall apply to Ireland, subject to the following modification :

A borough or urban district with a population exceeding twenty-five thousand shall be substituted for a borough or urban district with a population exceeding one hundred thousand.

5.-(1) This Act may be cited as the Increase of Rent and Mortgage Interest (War Restrictions) Act, 1915.

(2) This Act shall continue in force during the continuance of the present war and for a period of six months thereafter and no longer, but the expiration of this Act shall not render recoverable any sum which during the continuance thereof was irrecoverable or affect the right of a tenant to recover any sum which during the continuance thereof was under this Act recoverable by him.