CITIZENS LIFE ASSURANCE CO., LIM. v. BROWN. to their Lordships to introduce metaphysical subtleties which are needless and fallacious. Their Lordships concur with the view of the Acting-Chief Justice in this case, that if Fitzpatrick published the libel complained of in the course of his employment, the company are liable for it on ordinary principles of agency. Fitzpatrick's letter, although published on a privileged occasion, was not itself privileged; and, not being privileged, the letter must be treated as any other libel written and published by an officer of the company. There remains, however, the important question whether there was evidence on which the jury could properly find that the publication of the letter was within the scope of Fitzpatrick's authority, or, what is the same thing, within the scope of his employment. He was engaged by a written agreement; he was a superintendent; he was to act under instructions given to him by properly authorised officers and in accordance with the rules and regulations of the company. He was to devote his whole time to furthering the company's business. He was to receive and pay money, keep proper accounts, and to supervise various agencies under him. He was to be paid a salary of 51. a week and a commission on policies procured by him. The written agreement did not state more precisely what his duties were. Witnesses were called to throw further light upon the subject. Mr. Eedy, the general secretary of the company, said that if policyholders wanted to know why the company did not prosecute Brown for his statements about the company, Fitzpatrick should have communicated that matter to the head office before taking action. "It would have been his duty.' Another witness said his duty was to appoint and look after agents, and "to stand as an intermediate between the assured and the office. His authority is to secure business and save business, and to visit policy holders whose policies have lapsed or are likely to lapse. In the district itself there is no one above him." It is clear that the scope of Fitzpatrick's authority and employment was wide and by no means clearly defined. In con sidering the scope of his authority and employment their Lordships agree with the Acting-Chief Justice in thinking that the jury were entitled to act on their own knowledge of colonial business and habits. They were entitled to consider the necessities of the case arising from the size and nature of the district placed under Fitzpatrick's supervision and what would naturally be done in the colony by a person in his position. He had no actual authority, express or implied, to write libels nor to do anything legally wrong; but it is not necessary that he should have had any such authority in order to render the company liable for his acts. The law upon this subject cannot be better expressed than it was by the Acting-Chief Justice in this case. He said, "although the particular act which gives the cause of action may not be authorised, still if the act is done in the course of employment which is authorised, then the master is liable for the act of his servant." doctrine has been approved and acted upon by this Board in Mackay v. Commercial Bank of New Brunswick [1874] 6 and Swire v. Francis [1877], and the doctrine is as applicable to incorporated companies as to individuals. All doubt on this question was removed by the decision of the Court of Exchequer Chamber in Barwick v. English JointStock Bank [1867], which is the leading case on the subject. It was distinctly approved by Lord Selborne in the House of Lords in Houldsworth v. City of Glasgow Bank [1880], and has been followed in numerous other cases. This Such being the evidence, their Lordships cannot judicially hold that there was no evidence to warrant the jury in finding that it was within the scope of Fitzpatrick's authority and employment to write to policy-holders in order to counteract the mischief which Brown was doing to the business of the company; and although Fitzpatrick went too far and made charges against Brown which he knew were not true, their Lordships (6) 43 L. J. P.C. 31; L. R. 5 P.C. 394. CITIZENS LIFE ASSURANCE CO., LIM. v. BROWN. are of opinion that the company are legally responsible for what he wrote. As regards the verdict being against the weight of evidence, it must be borne in mind that Mr. Justice Simpson, who tried the last action, was satisfied with the verdict; and he reports that the Judges who tried the two previous actions were also satisfied with the verdicts given in them. Their Lordships see no reason for thinking the verdict wrong on the evidence adduced. Their Lordships will therefore humbly advise his Majesty to dismiss the appeal, and the appellant company must pay the costs. Solicitors-Charles Russell & Co, for appellants; J. H. Galbraith, for respondent. [Reported by J. Eyre Thompson, Esq., Barrister-at-Lan. 1904. HANSON AND ANOTHER v. GRAND'Aug. 5. MERE CORPORATION.* Quebec-Municipal Corporation-Bylaw Guaranteeing Debentures-Approval by Ratepayers and Lieutenant-Governor— Towns Corporation Act (c. 1. tit. 11 Revised Statutes of Canada, 1888)—Stadacona Water, Light, and Power Company Act, 1897 (Quebec) (60 Vict. c. 78), ss. 7 (c) and 27. By section 7 (c) of the Stadacona Water, Light, and Power Co.'s Act, 1897, any contract between a municipal corporation and a company for works authorised by the Act shall, if it involve "financial obligations" on the part of the corporation, only be valid when the by-law authorising such contract has been approved by the ratepayers and the Lieutenant-Governor in Council. * Coram, Lord Macnaghten, Lord Davey, Lord Robertson, Lord Lindley, and Sir Arthur Wilson. VOL. 73.-P.C. By section 37 a corporation may guarantee by by-law the bonds of the company, provided that it be thereto authorised by petition of the majority in number and in value of the ratepayers of that portion of the municipality to which the company's operations extend-Held, that the two sections must be read together, and that a by-law guaranteeing the debentures of the company was invalid, not having been approved by the majority of all the ratepayers and the LieutenantGovernor, inasmuch as it involved “financial obligations," that term not being confined to direct financial obligations incurred by the corporation's constructing works itself. Appeal by special leave from a judgment of the Supreme Court of Canada (reported 33 Can. S. C. Rep. 50), affirming the decision of the Court of King's Bench (appeal side) of Quebec, and of Curran, J., in the Superior Court of Montreal (Quebec Reports, 11 K.B. 77). The facts and statutory enactments involved are stated in the judgment. Blake, K.C., and A. Falconer (both of the Colonial Bar), for the appellants. Haldane, K.C., and Beaden, K.C. (of the Colonial Bar), for the respondents. LORD DAVEY delivered the judgment of their Lordships: The appellants are holders of a debenture for 3,125 dollars issued by the Stadacona Water, Light, and Power Co., and purporting to be guaranteed by the respondents, the Corporation of the Village of Grand'mère, under the provisions of a Municipal By-law No. 10, passed on June 15, 1899. The appellants sue the respondents on their guarantee. The respondents plead (amongst other defences) that the by-law in question, as well as a contract of June 20, 1899, to give the guarantee, were ultra vires and did not bind the respondents, on the ground that the by-law had not been approved by the majority in number and value of the municipal electors, or authorised by the Lieutenant-Governor of the Province. It is admitted that the L HANSON V. GRAND'MÈRE CORPORATION. by-law was not even submitted to the electors for their approval, or to the Lieutenant-Governor. The only question on this appeal is whether the approval of the electors and the Lieutenant-Governor, or of either of them, was necessary to the validity of the by-law. By the provision of the Towns Corporation Act, being ch. 1, tit. 11 of the Revised Statutes of Quebec, 1888 (which applies to the respondents), a municipal corporation is empowered to aid in the construction of public works within the municipality, by any incorporated company, by guaranteeing, by indorsation or otherwise, any sum of money borrowed by such company, but every by-law for that purpose before coming into force requires to be approved by the electors of the municipality who are proprietors and authorised by the Lieutenant-Governor, and every such by-law is required to be submitted for the approval of the electors within thirty days after the council has passed the same. The Stadacona Water, Light, and Power Co. was incorporated by 60 Vict. c. 78 of the Statutes of 1897 (Quebec), two clauses of which are material -namely, paragraph c of section 7 and section 27. These clauses are in the following terms: "Section 7 (c). Any contract or arrangement between a municipal corporation and the company, for the construction and working of water-works systems, or other works authorised by this Act, shall, if such contract or arrangement involves financial obligations on the part of such corporation, be valid only when the by-law authorising such contract or agreement has been approved by the ratepayers and by the LieutenantGovernor in Council, according to the laws concerning the issue of municipal bonds." "Section 27. In the event of the company undertaking the construction of a system of water-works, drainage or lighting in any municipality, the company may make arrangements with the corporations from which it shall have obtained concessions of franchises for a certain number of years, for the construction and working of such system, in virtue whereof the revenues of said systems shall be collected or levied by the said municipal council. And, notwithstanding any provision to the contrary in the charter of such municipality, and provided it be thereto authorised by petition of the majority in number and in value of the rate-payers of that portion of the municipality to which the system shall extend, the council may, in such cases, bind itself by by-law to collect or levy the said revenues, and may, moreover, guarantee the bonds cr debentures issued by the company in connection with the said systems, to the extent of two-thirds of the revenues the collection whereof shall have been confided to it by the company; but such guarantee shall not be for a longer period than that of the concession or franchise granted to the company by the said corporation in connection with the said systems. And, in the event of the said revenues not being binding, the council of the municipality may cause to be prepared by its secretary-treasurer, an estimate of the probable revenues of the said system, and such estimate, after having been approved by the council, shall serve as a basis for establishing the amount of the said guarantees. The revenue so collected by the corporation shall be devoted to the payment of the interest on, and the capital of the bonds or debentures which it shall have so guaranteed, either in whole or in part, as the municipal council of such corporation shall decide." By by-law No. 10, dated June 15, 1899, after reciting that the council had been authorised by petition of the majority in number and value of the ratepayers of the village of Grand'mère to make with the company the arrangements thereafter stipulated respecting the collection of revenues and the municipal guarantee on the obligations or debentures of the company (article 2), the offer of the company to undertake the construction and working of water and sewage works, on the conditions thereafter stipulated, was accepted, and the company was authorised to proceed to the execution of its obligations; (article 3) the council granted to the company exclusive rights to use the streets and public places of the munici HANSON V. GRAND'MÈRE CORPORATION. pality for the purposes of their undertaking for a period of twenty-five years from the completion of the works; (article 23) the council agreed to receive in trust for the company the water and sewage rates for a commission of 5 per cent. on the amount collected; (article 24) the council agreed to guarantee the debentures to be issued by the company for an amount not exceeding two-thirds of the probable revenues during the term of the concession, and the probable revenues were estimated at a certain sum to serve as a basis for fixing the amount of the guarantee once for all; (article 25) the net profits were to be divided equally between the corporation and the company; and (article 27) in case the revenues were insufficient to meet the full amount of the guarantee, the company was to make good the deficiency before the due date of the payments. By the contract of June 20, 1899, the company undertook to construct the works on the conditions agreed upon, and the council agreed to receive the revenues in trust, and to guarantee the debentures on the same terms as are mentioned in the by-law. The learned Judge in the superior Court, on the authority of a case of Gatineau Corporation v. Hanson [1901], held that the guarantee purporting to be given by the respondents in the present instance was ultra vires on the ground that the bonds were issued without authority of the Lieutenant-Governor to the by-law; and the Court of King's Bench confirmed this decision. Mr. Justice Blanchet alone dissented from the judgment of the King's Bench, as he had done in Gatineau Corporation v. Hanson,' and referred to his judgment in that case for the reasons of his opinion. It appears from a perusal of that judgment, which is printed in the record, that in the opinion of the learned Judge section 7 (c) applied only to cases in which the corporation contracts direct financial obligations by causing waterworks to be constructed for the corporation itself, and at its own cost, and is therefore the principal debtor, and that the section has no application to a case (1) Quebec L. R. 10 K.B. 346. where the corporation guarantees the obligations of a contractor or concessionaire who is the principal debtor as in section 27. Chief Justice Lacoste was of opinion that the provisions of section 27 must be read together with and subject to those of section 7 (c), and that the petition of the majority of that portion of the municipality to which the system extends (required by section 27) is not a substitute for the approval of a majority of the whole of the electors upon whom the burden is imposed. In the Supreme Court Mr. Justice Girouard dissented from the opinion of the other learned Judges of the Court on the same grounds as those stated by Mr. Justice Blanchet, and he also expressed the opinion that the debentures were negotiable instruments. The majority of the Court concurred in giving judgment for the present respondents, but gave no written reasons. Their Lordships are of opinion that the contract of June 20, 1899, is a contract involving "financial obligations" on the part of the corporation within the meaning of section 7 (c) of the Water Co.'s Act. They are not prepared to say with Mr. Justice Hall that the powers of section 27 do not extend to giving a personal guarantee by the corporation. But they think with Chief Justice Lacoste that the two sections must be read together. Section 27 authorises a very special form of contract, in which the giving of a guarantee is an incident, but there is nothing to take such a contract out of the express and unqualified provisions of section 7. They also agree that the requirement as a condition precedent of a petition by a majority of the ratepayers of a part only of the municipality is not a substitute for the approval of the by-law when passed by a majority of the whole body of ratepayers, and it makes no difference in the construction of the Act that in the present case the two bodies were identical. The two conditions seem to be diverso intuitu. Their Lordships will therefore humbly advise his Majesty that the judgment appealed from ought to be affirmed, and HANSON v. GRAND'MÈRE CORPORATION. the appeal dismissed. The appellants will pay the costs of the appeal. Solicitors-Simpson, Rushforth & Co., for appellants; Blake and Redden, for respondents. [Reported by J. Eyre Thompson, Esq., Barrister-at-Law. 1904. June 2, 22. 2 AFRICAN GOLD RECOVERY Co. v. HAY.* Transvaal-Judgment of High Court before Annexation-Appeal Proclamation (Transvaal) No. 14 of 1902, s. 16Transvaal Patent Act, No. 6 of 1887, 88. 29-31. Section 16 of the Proclamation (Transvaal) No. 14 of 1902 gives no right of appeal where none existed before, and no appeal is allowed to the Supreme Court of the Transvaal from a decree of the High Court of the Republic from which at the time there was no appeal to any higher tribunal. The Transvaal Patent Act, No. 6 of 1887, gave jurisdiction to the High Court of the late Republic to order the cancellation of a patent in an action to which the Attorney-General was not a party. The action involved the validity of certain patents-two of which had been granted in the United Kingdom, and two in the South African Republic. On November 4, 1896, in the abovementioned action, the High Court ordered that the Transvaal patents be cancelled. Asquith, K.C., and J. W. Gordon, for the appellants.-The Supreme Court has, under section 16 of the Proclamation, cognisance in all matters arising or which shall have arisen in the Transvaal before annexation. These words are wide enough to confer jurisdiction to remedy any miscarriage of justice in the late High Court. The action was an action still depending in the late High Court. Moreover, the decision of the High Court was clearly wrong, and went beyond the relief asked by the plaintiff, which was not cancellation, but a declaration of the invalidity of the patents as between the parties. The appellants ought to have and establish the validity of the patent as been allowed to amend the specification against other parties than the plaintiffs. the Transvaal Patent Act, No. 6 of 1887, The High Court had no jurisdiction under to cancel a patent in an action in which the Attorney-General of the Republic was not a party. B. C. Molloy, for the respondents, were Neville, K.C., Haldane, K.C., and not heard. June 22.-LORD LINDLEY delivered the judgment of their Lordships: The Supreme Court of the Transvaal has decided that it has no jurisdiction to entertain an appeal from the decision of the High Court of the Transvaal Republic pronounced in November, 1896. The appellants maintain that the Supreme Court has such jurisdiction, and ought to exercise it, and decide their appeal on the merits. This is the question which their Lordships have to determine. It is common ground that by the law of the Transvaal before the war the decision of the High Court of the Republic was final. There was no appeal from its decision to any higher Court in South |