such cases the ratio decidendi by the Court of Appeal in Bawden v. London, etc., Co., supra, would seem to show that the Company could not successfully take advantage of the act or default of the Agent.

Where a person makes a bona fide mistake in his answers on a proposal form, but draws attention of the Agent to the mistake before issue of a Policy, it is the duty of the Agent to convey to the Company the correct answer, and if he fails to do so the Company cannot refuse to recognise the Policy (Golding v. Royal, etc., Co. (1914), 30 T. L. R. 350). Under ordinary circumstances, a Broker owes no duty to an Underwriter in respect of erroneous but honest statements made by him (Glasgow, etc., Corporation v. Symondson (1912), 104 L. T. 254).

Many proposals, especially in the case of proposals to Companies which cater for small insurances by the poorer classes, are very hurriedly and carelessly filled in; and in many instances the assured will fill in exactly what the Agent indicates. In not a few cases Companies of the description referred to have been known to repudiate the contracts on the ground that they cannot be responsible for the Agent's mistakes. This action has resulted in much hardship in not a few cases, the assured or their representatives being unable or unwilling to bring the matter before the Court. No Company of repute would, of course, take advantage of their own Agent's mistakes or defaults; and the cases of Bawden v. London, etc., Co. and Thornton-Smith v. Motor, etc., Co. quoted above, would go to show that Companies of the other class are not legally entitled to do so.

Cases under the Courts (Emergency Powers) Act, 1914.

Sub-section 2 of the Act gives to the Court an absolute discretion as to staying execution (Stirling v. Norton, 31 T. L. R. 293), and the Court of Appeal will not interfere with that discretion (Lyric Theatre, Ltd. v. L. T., Ltd., 84 L. J. K. B. 712). The Act does not confer on the Court a discretion to dismiss a petition for the winding-up of a Company or to order it to stand over (Re Globe Trust, 113 L. T. 80); and a winding-up order may be made without leave from the Court in which the judgment

was obtained (Re Company 0,023 of 1915 (1915), 1 Ch. 520). Section 1 (1) does not apply to bankruptcy petitions; hence, during the continuance of the war a judgment creditor can present a bankruptcy petition founded upon his judgment debt without leave of the Court by which judgment was given (Re Silber (1915), 2 K. B. 317). And the Court has no power, under sub-sec. 7, to stay a bankruptcy petition against a debtor who is a Sovereign or State at war with His Majesty (Re Radeke, 31 T. L. R. 584). An action for ejectment for non-payment of rent is within sec. 1 (1) of the Act (Percy v. Fitzgerald (1915), 2 Ir. R. 11-K. B. D.). The words "by way of sale by a mortgagee in possession contained in paragraph (b) of sec. 1 (1) apply to a mortgagee of debentures of a Company which have been transferred into the name of the mortgagee (Ziman v. Komata, etc., Co. (1915), 2 K. B. 163). As to scrip being a

security" within the meaning of the same paragraph, see Barnard v. Foster (1915), 2 K. B. 288. Where the Court to which application must be made is the Court of Appeal, the facts will be referred by that Court to a Master for inquiry and report, and the Court will act on such report (Evans v. Main Colliery Co., 31 T. L. R. 127). Where the defendant has not appeared, the costs of the summons to issue execution will be allowed (Watson & Co. v. Joyce (1915), 2 Ir. R. 123— K. B. D.).

The matter of conducting businesses under the terms of Limited Partnership Deeds instead of by means of Private limited liability Companies is receiving attention at the present time, owing to the difficulties experienced in obtaining the consent of the Treasury to new issues of capital, even in cases where the whole of the capital is to be provided by the promoters and no part thereof by the public.

Under the Limited Partnerships Act, 1907, a limited partnership may be formed consisting of not more than twenty persons, one or more of whom must be general partners, liable for all debts and obligations, and one or more limited partners," liable only to the amounts contributed by them (sec. 4).

A

limited partner must not draw out or receive back any part of his contribution (sec. 4 (3) ), but he may, with the consent of the general partners, assign his share in the partnership (sec. 6 (5) (b)).

The chief difficulty presented by the Act is in sub-sec. (1) of sec. 6, which provides as follows:

A limited partner shall not take any part in the management of the partnership business, and shall not have power to bind the firm. Provided that a limited

partner may by himself or his agent at any time inspect

the books of the firm and examine into the state and prospects of the partnership business, and may advise with the partners thereon.

If a limited partner takes part in the management of the partnership business he is liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner. It is, therefore, important to consider what constitutes management.

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It is expressly provided that the limited partners may advise with the partners. When advice ceases to be advice, and becomes management is a question of fact; and in deciding that question the court would no doubt have regard to the surrounding circumstances (see Mollwo v. Court of Wards, C. R. 4 P. C. 419). It is submitted that the Act does not prohibit the limited partners from consulting with the general partners as to the mode of conducting the business and even formulating rules as to the manner in which the business of the partnership is to be carried on. Such actions would appear to come within the proviso as to "advising." But the position must clearly not be such that the general partners are merely the agents and subject to the control of the limited partners; for then the management would, in fact, be in the hands, not of the former, but of the latter. For this reason it is conceived that a limited partnership the general partners of which are men of straw, and the limited partners men of substance, would be looked upon by the court with suspicion. A limited partner must be careful that he does not do anything which might amount to "holding out that he is a general partner.

Very few limited partnerships have so far been registered owing to the fact that greater facilities and advantages are offered by the Companies Acts; and no doubt the vagueness

of the language employed in sec. 6 (1) has to no small extent accounted for the Act becoming practically a dead letter.

The Act, however, may be usefully employed where the incorporation of a private Company is not practicable, or in the case of a single adventure.

It may be mentioned that the provisions of the Bankruptcy Act, 1914, apply (subject to such modifications as may be made by the Rules) to limited partnerships, and on all the general partners being adjudged bankrupt the assets of the limited partnership vest in the trustee (Bankruptcy Act, 1914, sec. 127).

4. An increase of rent permitted by the Act is not recoverable until the expiration of four clear weeks after the Landlord has served on the Tenant a notice in writing to increase the rent accompanied by the particulars mentioned in sec. 1 (1) (vi.). For Form of Notice, see page 223 of the Supplement.

5. Any premium which has been paid by a Tenant in consideration of the grant of a tenancy of any dwelling-house to which the Act applies is recoverable by the Tenant, and may be deducted from any rent payable to the Landlord.

premises, the occupancy is intended to be not merely temporary; that a Landlord will not be permitted to turn out a Tenant because he requires to occupy the premises himself for a day and a night.

7. A mortgagee may call in his mortgage (1) if interest is in arrear for more than twentyone days, (2) if any covenant (other than for repayment of the principal money) is not observed, (3) if the Mortgagor does not keep the property in a proper state of repair, (4) if the Mortgagor does not pay all interest and instalments of principal recoverable under any prior incumbrance, (5) if the principal money is repayable by periodical instalments extending over term of ten years and (6) if, in the case of a mortgage of leaseholds, the County Court is satisfied that the security is seriously diminishing in value or is otherwise in jeopardy.

a

8. The Act does not apply to a dwellinghouse let at a rent which includes payments in respect of "board, attendance, or use of furniture.' See Form 31, page 215.

9. The Act does not apply to an equitable charge by deposit of title deeds or otherwise.

10. An increase of rent or interest not permitted by the Act is irrecoverable by the Landlord or Mortgagee; whether, if the amount of the increase has already been paid, it is recoverable by the Tenant or Mortgagor, query.

*

Hire-Purchase Agreements.

Authority to Break Open Doors, etc.

IN our first Number an Article on HirePurchase Agreements contained the statement "There is nothing illegal in a clause which provides that an owner may break open doors, etc., in order to enter to seize the goods, on the termination of a hiring, but the question whether or not such a clause should be inserted is one of policy." One of our readers writes us that the statement is "at variance" with the case of Edwick v. Hawkes ( (1881), 18 C. D. 199). As the point is of no little importance, we may state that the opinion of Mr. W. H. Russell on the subject, contained in the 5th Edition of his Work on the Hire-Purchase System at page 62, is as follows:

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"There is nothing illegal in giving an owner of hired goods authority to break open doors, etc., although it is sometimes contended, on the strength of Edwick v. Hawkes, that it would be void as being a licence to commit a crime contrary to The Forcible Entry Act, 1381, which provides that none from henceforth make any entry into any lands and tenements, but in case where entry is given by the law and in such case not with strong hand, nor with multitude of people, but only with peaceable and easy manner: and if any man from henceforth do to the contrary, and thereof be duly convict, he shall be punished by imprisonment of his body.' This statute, however, refers only to a forcible entry for the purpose of regaining possession of land (Edwick v. Hawkes was a case in which a

tenant licensed his landlord to enter and evict by force), and does not apply to an entry which is made merely for the purpose of Thus, in effecting a seizure of chattels.

1 Hawkins, c. 64, s. 34, it is said: 'It seems clear that no one can come within the danger of these statutes by a violence offered to another in respect of way, or such like easement, which is no possession.'

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Moreover, in cases relating to bills of sale, clauses authorising the grantee, when entitled to seize the goods, to break open outer or inner doors and windows in order to obtain admittance, have been held valid. See Re Morritt, Ex parte Official Receiver; and Lumley v. Simmons. Both these cases were subsequent to Edwick v. Hawkes; and in Lumley v. Simmons, in the Court of Appeal, an argument that a provision for forcible entry was illegal was abandoned in consequence of the previous decision of the Court of Appeal in Re Morritt.

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'The hire-purchase agreement in Ex parte Rawlings, Re Davis, contained the following clause: If admission to the said dwellinghouse cannot be obtained in the usual manner, the lenders and their agents may break open the outer and inner doors and the windows for the purpose of obtaining admission.'

"The legality of the authority seems also to be endorsed in Nash v. Lucas, where, in a case of distress, Cockburn, C.J., said:-' If the window be shut, you are doing violence if you open it, where neither directly nor impliedly is the entry made by the licence of the owner of the house.

Correspondence.

[Letters intended for insertion in these columns should be framed as shortly as possible, and must contain the signatures and addresses of the writers in every case, though not necessarily for publication. The right to abridge or publish extracts from any letter is reserved.]

Soldiers' Wills.

January 5th, 1916.

To the Editor of The Conveyancer. DEAR SIR,-Referring to your Article in the current number of The Conveyancer on "Soldiers' Wills,” may I draw your attention to the Case of Re Limond, reported on the first page of the Law Journal Reports, Ch. D. for December. Unfortunately I cannot give you very full details of the Case, as my Reports have been sent to the Publishers for binding. This case is, however, interesting as showing what is "Active Service." The circumstances of the Case in question are peculiar, and as far as I can remember are as follows: In 1895 the deceased was in India and apparently one of an Expedition against Native tribes, and after the Expedition was closed, he was left in charge of a party to guard a Surveying Expedition, and whilst so in charge, was killed, and it was held that although the main Expedition had been determined, the deceased, as Officer in Charge, was nevertheless on "Active Service." Further, one of the Attesting Witnesses was a Beneficiary under the Will in question, but it was held that the provisions of the Wills Act, 1837, did not apply to Soldiers' Wills.

It is a matter of peculiar remark that the circumstances under which the Will was made go back as far as 1895 and that it should come up for decision when Great Britain is actually at war, and the very points in question must be frequently arising.

I am,

Yours faithfully,

GEO. COLEMAN. [The case referred to is Re Limond; Limond v. Cunliffe; which is reported also in (1915), 2 Ch. 240. -ED.] Increase of Rent and Mortgage Interest (War Restrictions) Act, 1915.

January 8th, 1916.

To the Editor of The Conveyancer. SIR, The Government having issued the New War Loan Stock at 4 per cent., Mortgagees have in very many cases required the interest on their Mortgages to be increased to 4 and, in some cases, to 5 per cent., and the Mortgagors have agreed to the increase, and, in many cases, have executed Deeds under Seal containing express covenants to pay the increase, and the increase actually commenced prior to the passing of this new Act.

In very many cases neither the Mortgagees nor their Solicitors know whether the rent of any house or houses on the mortgaged property is, or is not, above or below the standard rent of a house as defined by sec. 2, subsec. (2) of the Act, and several difficulties at once arise.

Under such circumstances, is it for the Mortgagee, or his Solicitors, to find out whether the rent of any house or houses on the mortgaged property does not exceed the standard rent as defined by sec. 2, sub-sec. (2) of the Act? or, is it for the Mortgagor to point that out to the Mortgagee or his Solicitor?

In cases where a Mortgagor notwithstanding the Act pays the increased rate of interest, will the Mortgagee be liable to refund the increase, or a proportionate part thereof, if it should hereafter turn, out that the rent of any house or houses on the mortgaged property was less than the standard rent as defined by sec. 2, sub-sec. (2) of the Act?

Where the Solicitor of the Mortgagee is also the Solicitor of the Mortgagor, and receives the interest from the Mortgagor, on behalf of the Mortgagee, is it the duty of the Solicitor (or will he be under any liability to the Mortgagor, if, notwithstanding the Act, he allows him to pay the increased interest, without calling his express attention to the new Act) to call his express attention to the new Act?

SIR,-It appears to me that the provisions of clause 4 of Part 3 of the 4th Schedule to the Finance (No. 2) Act, 1915, are calculated to work great hardship where businesses have been converted into private Companies and the goodwill is represented by shares. The clause, you will remember, provides that where a business has been converted into a Company and the shares are held wholly or mainly by the person who was the owner of the business, no value is to be attached-in arriving at capital "-to those shares so far as they are represented by goodwill. Take the case of a prosperous newspaper owned by one man. The machinery, plant, buildings, and other material assets may be worth only a hundredth part of the value of the business-the goodwill. Upon the transfer of the business to a Company in consideration of shares to the extent of, say, £100,000, £90,000 representing the goodwill, no value is to be attached to the £90,000 which involves the payment to the Government of 50 per cent. of the profits exceeding £200 and 6 per cent. on the £10,000! In the case of Companies formed in the future steps can of course be taken by apportioning the consideration or otherwise so as to prevent such a position arising; but in the case of Companies already formed the Act will, in many cases. work disastrously.

To the Editor of The Conveyancer.

SIR, Will you allow me through the medium of your paper to suggest to Conveyancers an alteration in the form of Abstracts of Title. An Abstract, as now most invariably written on paper of brief size, is an inconvenient document. It fits in neither with the other papers in a conveyancing matter nor with the parcel of deeds which should be its destination. An abstract, however, folded and endorsed, is not adapted for placing in a deed envelope, and before it can be placed with the deeds, whether of the old style or of the now more general bookwise form, it has to be doubled up in a clumsy and unsightly way. The present size of Abstract paper, if it ever was the best for the purpose, is now, at any rate,

the most unsuitable that could be used, and is not up to the modern standard of uniformity and neatness in the filing and keeping of documents. If Abstracts of Title were written or printed on good paper of draft size, they would be in uniformity with one's other papers and, with one fold, would lie neatly with the deeds. I intend to have my Abstracts so prepared in future and feel sure that if this or some more convenient form be adopted its advantages will soon be found to outweigh any disinclination to depart from ancient usage.

Yours faithfully,

WM. HARDING.

Sale of Land by a Mortgagee.
January 14th, 1916.

To the Editor of The Conveyancer.

SIR, We have been concerned for Mortgagee Clients in several sales in exercise of the Mortgagee's power, where it has been necessary to make application-in some cases in the District Registry, in others in the County Court-under the Courts (Emergency Powers) Act. In each case we have drawn up and passed the order giving leave for the exercise of the Mortgagee's remedy-a practice more satisfactory than that referred to by your correspondent in the January Conveyancer. practice would render unnecessary such Form of Condition of Sale as referred to in your footnote to your Correspondent's letter.

This

In regard to purchases from Mortgagees selling under their power since the Act referred to, the question has arisen as to the necessity, or otherwise, of inserting in the Conveyance a recital to show either that the Vendor was a Mortgagee in possession on August 31st, 1914, or

that he had obtained the leave of the Court under the Act to exercise his power of sale. From some points of view such a recital would appear to be advisable, but the protection afforded to the Purchaser by sec. 21 (2) of the Conveyancing Act, 1881, seems to render it unnecessary. What is the practice of Conveyancers generally as to this? We have not seen any published Precedent of such a Conveyance. Yours, etc.,

NEWPORT, MON.

[A Form of Conveyance by a Mortgagee who has obtained leave to realise the security will be given under "Miscellaneous Precedents" in the next Number.-ED.]

Reviews.

LATIN FOR LAWYERS. (Sweet & Maxwell. 7/6.)

THE first part of this book (which has attained a wide circulation in the Law Schools of America, and has run to a third edition) consists of a course in Latin, written by Mr. E. Hilton Jackson, of the American Bar, in which legal maxims and phrases are used as a basis of instruction. The second part of the book contains a collection of nearly eleven hundred Latin Maxims accompanied by English translations. The third part consists of a Vocabulary of all the Latin words used in Part 2, together with a number of other Law-Latin words. The volume is sufficiently full to enable the practitioner or student to translate most Latin phrases he may meet with in the Reports or other Law Books, and should be a valuable asset to those whose knowledge of Latin is scanty or has become rusty.