company as his general agent to use his money Cox v. Hickman, 8 H.L. Cas. 268; s. c. 30 Law J. Rep. (N.s.) C.P. 125. See also Davidson v. Tulloch, 3 Macq. Scotch Appeal Cas. H.L. 783. As for the argument from the alleged misrepresentations, which were to a certain extent admitted, these had not been, to use the language of Conybeare's case (2), the proximate cause of Barrett's taking the shares. But, at all events, it was the manager who was guilty of the alleged misrepresentations, and he, having been selected by the company to manage its affairs, was Barrett's own servant, for whose acts he was himself jointly liable. The mere fact of misrepresentation by directors was not enough to relieve a person taking shares from liability Nicol's case, 3 De Gex & J. 387; s. c. 28 Law J. Rep. (N.s.) Chanc. 257. Mixer's case, 4 De Gex & J. 575; s. c. 28 Law J. Rep. (N.S.) Chanc. 879. In Ayre's case, which had been cited in both the last-mentioned cases, there had been direct fraud. Mr. Baily, in reply, contended that a debenture-holder might be held a partner on the same principle on which it had been argued that Barrett had by his payments constituted the company his general agent, and so become a partner. As to his alleged liability to have been forced to accept these shares at any time after his offer, the true test was, whether a bill could have been filed against him prior to the 1st of October to compel him. His real position, in relation to his payments on account of these shares, was that of a creditor on the company for the amount, with interest, the money which had been so paid by him never having become an addition to the capital of the company. It might have been usual, but it certainly was not necessary, for the balance to be made up only once a year; but, at all events, the words, "entitled to one quarter's dividend," in the letter of the 22nd of June, gave a right to a dividend for a quarter up to the year's end, and not to one quarter of the whole year's dividends. (2) 9 H. L. Cas. 725. NEW SERIES, 34.--CHANC. LORD JUSTICE TURNER (June 9), after stating the facts, proceeded as follows. -It is under these circumstances the Vice Chancellor made the order which is the subject of this appeal, putting the appellant upon the list of contributories for the twenty-two shares, in addition to the fifty-five shares for which the appellant admits he is liable. This order is objected to, by the appellant, on two grounds: first, that he never in fact became a shareholder in the company in respect of these twenty-two shares; and, secondly, that if he in fact became a shareholder in respect of these shares he was induced to become so by fraud and misrepresentation. Upon the latter of these points I have felt scarcely any difficulty. The case in this respect rests entirely upon the representations contained in the report of February 1864; and, the business of the bank having been continued to be carried on from that time up to the time of the appellant's contract for the purchase of the twenty-two shares, subject, of course, to the fluctuations of trade and the contingencies of profit and loss during the whole of that period, I think that the report of February 1864 cannot properly be regarded as having been a proximate cause of the appellant's contract. It is upon the other point, whether the appellant ever became a shareholder in the company in respect of these twenty-two shares, that I have felt this case to be a difficult one. But in the result I have come to the same conclusion as that at which the Vice Chancellor has arrived. I think that, upon the true construction of the letter of the 22nd of June 1864, the offer made to the appellant by that letter was, not that he should become the purchaser of these shares at a future day, but that he should become the immediate purchaser of them upon the terms, specified in the latter part of the letter, of taking interest upon the purchase-money from the time of payment of it up to the 1st of October, and one quarter's profits from the 1st of October to the end of the year, and, of course, thenceforward. Had it been intended that the appellant should not become the proprietor of these shares until the 1st of October, I think that intention would in some way have been expressed in the letter, and not have been left to be 4 D inferred from the provision that the appellant should take the profits from the 1st of October only a provision which seems to me to have been made with reference, not to the proprietorship of the shares, but to the course pursued by the company in making their dividends annually. That it was intended that the appellant should become the proprietor of the shares from the time of the purchase, and not from the 1st of October only, is, I think, much confirmed by the circumstance of the shares having been allotted to the appellant almost immediately after he had agreed to accept them, and long before the 1st of October; and I think that the appellant, having accepted the offer of the shares unconditionally, and having paid the purchase-money for them, he must, at all events, from the time of his having made such payment, be considered to have been in equity the owner of the shares. It was said that he could not have compelled the company to give him, and that the company could not have compelled him to take, the certificates of the shares until the 1st of October. But, if this be so, I think it could only be by reason of the provision as to the dividends; and that his position as proprietor of the shares was not affected by this provision. Nor do I think it was affected by his nonexecution of the company's deed, he being presently entitled in equity to the shares. I agree, therefore, in the opinion of the Vice Chancellor, and this appeal must, accordingly, be dismissed; but, as my learned Brother, if he does not differ from me in opinion, has, at all events, great doubts upon the case, I think it should be dismissed without costs. LORD JUSTICE KNIGHT BRUCE.-In this case I think it unnecessary to give, and I abstain from giving, any opinion as to the effect, if any, in the appellant's favour, of the inaccuracies contained in the report of the directors of this company, made on the 1st of February 1864. With great deference to the Vice Chancellor, it appears to me that the present controversy may be decided upon the meaning and effect of the correspondence of June, July and August 1864. I consider its meaning and effect to have been, not to constitute Mr. Barrett at any time, in or before June, July, August or September 1804, a holder, legally or equitably, of any shares in this company, besides the shares held by him previously to the time when that correspondence began. But before the month of October arrived, the company must be considered as having come to an end, so that, in my opinion, the time of the commencement of his partnership, in respect of the additional shares mentioned in the correspondence, never arrived. The payment of the 6607. made no difference, I conceive; for that payment stood, in my opinion, at the time when the company came to an end, upon the footing merely of an advance to the company at interest. It seems to me, accordingly, that Mr. Barrett ought not to be on the list of contributories for more shares than he held at the commencement of June 1864. My learned Brother, however, agreeing with the learned Vice Chancellor, the appeal will, of course, stand dismissed, and I need not say that they are very likely to be right. Note.-Mr. Barrett's costs, as well as those of the official liquidator, were directed to be paid out of the estate. } Re SADD. ROMILLY, M.R. A, being indebted, employed a solicitor to prepare a deed of assignment for the benefit of his creditors; which the solicitor did, but in such a form as not to bind non-assenting creditors. The trustees accepted the trusts of the deed, and employed the solicitor to get in the estate. Subsequently, but more than twelve months after the execution of the deed, A. was adjudicated a bankrupt. The deed contained a trust for payment of the costs of preparing it. In taxing the solicitor's bill of costs against the trustees,-Held, that the solicitor was entitled to set off, against monies received by him on behalf of the trustees, the costs of preparing the deed, although it had not been prepared upon the retainer of the trustees. This was an application by Mr. Sadd, a solicitor, to review the Taxing Master's certificate on the taxation of his bill of costs. In July 1862 Mr. Sadd was employed by William Randle to prepare a deed of assignment by Randle for the benefit of his creditors. This deed, which was executed on the 14th, and registered in bankruptcy on the 23rd of July 1862, contained a trust for the payment of the costs of proposing, preparing, engrossing and executing the deed, and a proviso, excluding from the benefit of the deed all creditors who should not execute or assent to it within a given time. More than a year after the execution of the deed Randle presented a petition for an adjudication of bankruptcy against himself in the county court at Norwich; but the petition was dismissed, on the ground that the petitioner's debts, including those due to creditors who had signed the deed, exceeded the limit of the jurisdiction of the Court, and that the latter debts could not be excluded, the deed being invalid by reason of the proviso excluding dissenting creditors. Randle then petitioned the Court of Bankruptcy in London, and was adjudicated bankrupt, and had since obtained his discharge. The trustees of the deed had employed Mr. Sadd to get in and realize the estate. In January and February 1864 they obtained orders for the delivery and taxation of his bill of costs against them. The bill as delivered included the costs of preparing the deed of assignment, and these costs were objected to by the trustees on two grounds, viz., first, that these costs were not incurred upon their retainer; secondly, that the deed was by the negligence of the solicitor so prepared as to be invalid as against dissentient creditors. The Taxing Master overruled the first objection, but admitted the second, and disallowed the costs of preparing the deed. It appeared by the certificate that Mr. Sadd had received and was accountable for part of the trust estate. Mr. Jessel, for the solicitor. The trustees having accepted and acted on the trusts of the deed are bound to perform the trust for the payment of the costs in question; and the solicitor having been employed by them to get in the debtor's estate, is entitled to retain these costs and to be credited with them in his account with the trustees. The deed cannot be impeached as an act of bankruptcy, having been executed more than twelve months before any petition was presented. Mr. Lindley, for the trustees.-At the time when the costs in question were incurred, there was no relation of solicitor and client between Mr. Sadd and the trustees; he could not sue them at law for these costs; his only claim is under the trusts of the deed, but the Court cannot administer trusts in taxing a bill of costs. By the clause excluding dissentient creditors the deed was rendered inoperative for the purpose for which it was intended, viz., to bind dissentient creditors, and the insertion of such a clause was such an act of negligence on the part of the solicitor as disentitles him to the costs. The MASTER OF THE ROLLS said, that the costs of preparing the deed ought to have been allowed. It was true that the solicitor could not have sued the trustees for these costs, which had not been incurred upon their retainer; but if the deed was valid the solicitor was entitled under the trusts of the deed itself to be paid these costs out of the trust estate. In taking an account between solicitor and client, it was the practice of the Court, in order to avoid circuity of remedies, to allow payments made by the solicitor in accordance with the trust which the client had undertaken to perform, and not to compel the solicitor to file a bill for the administration of the trust; for instance, if the solicitor had paid off a mortgage out of the trust fund in accordance with the trust, he would be allowed such payment in his account with the trustee. The Court, in taking such accounts, always charged solicitors with money received by them, on the ground of its peculiar jurisdiction over solicitors, and it ought conversely to give them the benefit of their payments. As to the alleged invalidity of the deed, if the trustees had repudiated it, they would not have been chargeable with these costs; but having accepted and acted on the trusts they were bound to give effect to them. Mr. Sadd must, therefore, be allowed the costs of preparing the deed, and also the costs of the present summons. Baron and Feme-Verbal Promise before Marriage by Baron to Feme to leave her Property to her-Bill to Enforce. A verbal promise, prior to marriage, by an intended husband to an intended wife to leave all her property (personalty) to her by his will, upon condition of her foregoing a settlement of it, which she did, enforced at her instance against his estate, the husband having, after his marriage, made a will in accordance with his promise, but subsequently revoked it by another will by which he gave less benefits to his widow. A, prior to his marriage with B, who was entitled to personalty of the value of about 14,000l., drew up in his own handwriting a memorandum by way of instruction to a solicitor for the preparation of a settlement. In that memorandum it was stated that all the property of B. was 66 to go to the uses of her will," but that the annual income of it was to be received and taken by A. for his life, with the exception of 80l. per annum to be paid to B. as pinmoney. A settlement was prepared in accordance with the memorandum, but A. induced B. to forego any settlement, promising verbally that he would by his will leave her the whole of her property present and future. The marriage was solemnized; and immediately afterwards A, in the vestry of the church where the ceremony took place, executed a will, whereby he gave to B. the whole of her fortune. A. afterwards died, and upon his death it was found that he had subsequently made another will, by which he did not give to B. all her property at his death, but left her much less benefits than those which he had promised to leave to her. Upon a bill by B. against the executors of A, praying that it might be declared that she was absolutely entitled to the property of which she was possessed at the time of her marriage,-Held, that by virtue of the contract entered into by A. upon his marriage with B, she, upon his death, became absolutely entitled to all the property of which she was possessed at the time of her marriage with A, and to all such as accrued to her, or to A. in her right, during their coverture, and that A's real and personal estate was liable to make good to her such portion of her property as might have been converted by A. during the coverture. The bill contained allegations to the following effect: That in the autumn of the year 1852 the late Rev. Richard Bewley Caton made to the plaintiff, whose name then was Henley, and who was then about sixty years of age, proposals of marriage. That the plaintiff was entitled to a life interest in certain real estate situate in Ireland, and she was also possessed of personal estate of considerable value, consisting of 4,000l. secured on mortgage of real estate, 7,000l. secured on railway debentures, and divers other property, securities for money shares, household furniture, plate, monies and effects. That R. B. Caton, with a full knowledge of the particulars and extent of the plaintiff's fortune, offered to her, as an inducement to her to consent to a marriage with him, that the whole of the fortune to which she was then entitled, as well as her after-acquired property (if any) during their coverture, should be settled so that the plaintiff should, during his life, receive out of the annual interest thereof 80L per annum as pin-money, and during the same period R. B. Caton should be permitted to receive the residue of such annual interest; and further, that a leasehold messuage and premises, No. 75, Seymour Place, Bryanston Square, belonging to R. B. Caton for the residue of a long term of years, should be settled so that upon his decease the same premises should be held upon trust for the plaintiff for her life; and further, that all the household furniture, plate, linen and china which should be in and about the residence of R. B. Caton at the time of his death should belong to the plaintiff absolutely. That the treaty for the marriage proceeded upon the faith of such offer, which the plaintiff was ultimately induced to accept. That R. B. Caton made a note or memorandum in his own handwriting of the terms of the marriage contract, so agreed upon between him and the plaintiff as aforesaid; and shortly thereafter, and on the 30th of December 1852, the plaintiff, at R. B. Caton's request, accompanied him to the office of Mr. G. N. Emmet, his solicitor, who had also previously acted as the solicitor of the plaintiff and various members of her family, when the plaintiff and R. B. Caton had an interview with Mr. Emmet. R. B. Caton, in the plaintiff's presence and hearing, and with her full concurrence, stated to Mr. Emmet the terms of the marriage contract which had been agreed upon between them, and handed to him the note or memorandum made by him, R. B. Caton, and instructed Mr. Emmet to prepare a proper deed of settlement in accordance therewith. That the note or memorandum made by R. B. Caton and handed to Mr. Emmet was as follows: £. "Chester and Holyhead Debentures 4,000 Manchester and Holyhead Pickering Estate mortgage Mr. Colis's mortgage. Irish property, annual value, say 3,000 2,000 2,000 80 "In the event of marriage between the under-mentioned parties, the following conditions as a basis for a marriage settlement are mutually agreed upon: Mrs. Henley to have the whole of her fortune settled upon herself, (under trustees, one to be named by Mrs. H, and the other by Mr. Caton,) and to go to the uses of her will. But the annual interest on her fortune to be received and taken by the Rev. R. B. C. for and during his life, with the exception of 801. a year to be paid to Mrs. H. under the denomination of pin-money. "The house, coach-house and stables, No. 75, Seymour Place, Bryanston Square, the property of the Rev. R. B. C., at his decease is given to Mrs. Henley for her life; at her decease to go to the uses of Mr. Caton's will. Also his household furniture, plate, linen and china given at his decease to Mrs. H. in whatever house they may reside. death the half-year's ronts that shall then be due or be coming due arising from her property." That the words and initials, "Mr. Caton" and the "Rev. R. B. C." in the memorandum, were written by R. B. Caton. That a settlement was prepared in accordance with the above instructions; but on the 11th of January 1853 R. B. Caton, at an interview with the plaintiff, represented to her that the engrossment of the settlement and expense incident to its execution would cost a good deal of money, which he desired to avoid altogether, and promised that, if the plaintiff would forego the execution of any deed or settlement, he would strictly and faithfully carry out the terms of the marriage contract agreed to by them as aforesaid, and would leave to her by his last will the whole of her present and afteracquired property (if any), and would also thereby give to her the messuage and premises, No. 75, Seymour Place, for her life, and all the household furniture, plate, linen and china, and other effects, which should be in or about his residence at the time of his decease, absolutely; and the bill alleged that, in consideration and upon the faith of such promise, and upon the assurance of the said R. B. Caton that the plaintiff should not in any manner be prejudiced thereby, the plaintiff was induced to consent to forego the execution of any deed of settlement. That the plaintiff, at R. B. Caton's request, accompanied him, on the 12th of January 1853, to the office of Mr. Emmet, and R. B. Caton, in the presence and hearing of the plaintiff, told Mr. Emmet what he stated to the plaintiff at their interview on the 11th of January 1853. Mr. Emmet thereupon expressed his astonishment at such announcement, and urged and advised the plaintiff not to rely upon any such security, and said that he was bound to inform them both that a will might be revoked at any time, and that he did not consider the course proposed by Mr. Caton right or just. R. B. Caton thereupon, in the presence of the plaintiff and Mr. Emmet, most solemnly promised the plaintiff that, if she would marry him without any deed of settlement being executed, he would prepare his will previous to the marriage, and duly execute the same immediately after the marriage, and would |