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solicitors of Taylor and his wife, and was signed, sealed and delivered by Taylor and also by the Defendant Thomas Bristowe Young (who was a partner in the firm of Holme and Co.): that the pretended indenture, being the instrument so signed, sealed and delivered as aforesaid, purported to be an indenture dated the 24th of May 1848, and made between Taylor of the one part, and Young of the other part; and thereby, after reciting the will and second codicil, and death of the testator, and that Taylor, in consideration of the natural love and affection which he had for his wife, and of the benefits he had received from her, and in order to make a better provision for her, had determined and agreed to assign the annuity to Young in trust for the separate use of his wife Taylor assigned the annuity to Young, in trust for the separate use of his wife, without power of anticipation. The bill further charged that no consideration whatever was given for the said pretended assignment, and that the same was prepared, signed, sealed and delivered for the mere purpose of defrauding the Plaintiffs as such sequestrators as aforesaid, by making it appear that the annuity had become forfeited in pursuance of the proviso contained in the second codicil: that the said instrument was not prepared, signed or sealed with a view of really vesting the annuity in Young; and that Young, at the time of executing the same, had been advised and well knew that the annuity would not actually pass to him as such trustee as aforesaid: that, under the circumstances aforesaid, the preparation, signing, sealing and delivery of the pretended indenture, were a mere fraud, and the same was wholly void as against the Plaintiffs. And the bill prayed for a declaration to that effect, and for relief consequential thereon.

Mrs. Taylor, in her answer, said that her husband,

upon his becoming aware of the bequest of the annuity to him, was desirous that it should be secured for her benefit; and, accordingly, she and her husband consulted together and with Young as to the mode in which such desire could be carried into effect: that she believed that it was the desire and intention of the testator that no portion of the annuity should become payable to any person other than her husband or the other persons mentioned or referred to in the testator's second codicil, and, particularly, that the annuity should not be liable to be taken in execution or otherwise appropriated by her husband's creditors: that she and her husband were advised that, under the provisions of the second codicil, no assignment of the annuity in her favour would be effectual against the claims of the parties for whose benefit the same was, in that codicil, directed to be applied in the event of her husband attempting to alienate the same, in case such other parties should insist upon the forfeiture of his interest therein; but, nevertheless, he resolved, to execute an assignment of the annuity to a trustee for her, in the hope that, if the forfeiture was insisted upon, the testator's trustees and executors might, in the exercise of the discretion given to them by the second codicil, apply the annuity, or some part thereof, for her benefit: that, with a view of effecting, if possible, her husband's desire and intention, and also the desire and intention of the testator, her husband, with her privity, determined, upon the suggestion and advice of counsel, to assign the annuity to a trustee for her, so as effectually to divest his interest therein, and either to secure the annuity for her benefit, or to effect a forfeiture of it, and thereby to prevent it from being taken by the Plaintiffs under the sequestration, and to enable the trustees and executors to exercise the discretion given to them, by the second codicil, in the event of any attempt, by her husband, to

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alienate the annuity: that she and her husband did, at the time in the bill mentioned, and under such circumstances and with such view and intention as before mentioned, but not further or otherwise, consult with Young, as their solicitor, in order to devise some means of defeating the claims of the Plaintiffs to the annuity, and of securing it for her benefit. Mrs. Taylor then admitted the execution of the indenture of the 24th of May 1848, and said that it was executed for the purpose of vesting the annuity in Young, as a trustee for her, if the same could be effectually done under the provisions of the second codicil, and, if it could not be effectually done, then for the purpose of effecting a forfeiture of the annuity, and of enabling the executors and trustees to exercise such discretion as aforesaid. She added that Young, as her trustee and solicitor, had, in his possession, the indenture of the 24th of May 1848, and also the several other documents relating to the matters in the bill mentioned, which were set forth in the schedule to her answer; but that the documents mentioned in the second part of the schedule, consisted of a case for the opinion of Counsel, opinions of Counsel, and confidential communications between her and her husband, and Young as her solicitor, with reference to the matters in question in this suit, and to her defence against the claims made by the Plaintiffs in this suit ; and she submitted that she was not bound and ought not to be compelled to produce

the same,

Upon the coming in of that answer, the Plaintiffs obtained an order from the late Vice-Chancellor of England, for the production of the documents mentioned in the second part of the schedule; but that order was discharged by Lord Cottenham, C. (a).

(a) 13 Jurist, 465 and 972.

The Plaintiffs then amended their bill, by introducing the following charges: That, after Mr. and Mrs. Taylor and their solicitors, had become acquainted with the contents or purport of Cape's will and codicils, but before the 24th of May 1848, Holme and Co., as their solicitors, stated, a case for the opinion of Counsel, and, in such case, the fact of the writ of sequestration having issued, was stated, and a copy or statement of the codicil bequeathing the annuity, was contained in or accompanied the case: that, before the signing of the alleged indenture of the 24th of May 1848, Taylor and his wife, respectively, wrote letters to and received letters from Young, the trustee named in the indenture: that the letters so written and received, related to the subject of the annuity and to the preparing of the indenture, and to the real purpose for which it was proposed to execute the same, and to the expediency of Taylor's voluntarily doing some act to forfeit or determine his right to the annuity, and to the means of defeating the title of the Plaintiffs to it and retaining the benefit of it for Mrs. Taylor and the testator's residuary legatees, or some of them: that the case, opinion and letters showed what was the real intention of Mr. and Mrs. Taylor and Young, in becoming parties to the indenture of the 24th of May 1848; and that they showed, as the fact was, that the plan of preparing and executing such indenture, was resorted to for the purpose of effecting a forfeiture of the annuity, or a determination of the title of the Plaintiffs and Taylor thereto, and in order to defeat the title of the Plaintiffs as such sequestrators as aforesaid, and was not resorted to for the purpose of really and effectually vesting the annuity in Young, upon the trusts in the same indenture declared: that, by the case, Counsel were requested to advise whether a forfeiture or deter

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mination of Taylor's interest in the annuity, might not be effected by his executing an assignment thereof, or by some other and what means; and to advise, generally, as to the best means of withdrawing the annuity from the power of the Plaintiffs as such sequestrators as aforesaid that Counsel wrote an opinion upon the case, and advised that a bonâ fide assignment of the annuity by Taylor, if such assignment were possible, would determine his right thereto and the right of the Plaintiffs as claiming under him; but he also advised that no estate or interest in the annuity would or could, under any assignment, become vested in the person or persons to whom the same might purport to be assigned; and that a deed purporting to be an assignment of it, but not really passing and not intending to pass or assure it, would be merely colourable, and would not affect the title of the Plaintiffs as such sequestrators.

Mrs. Taylor, by her answer to the amended bill, denied that, before the signing of the indenture of the 24th of May 1848, she and Mr. Taylor, or she alone, wrote any letter to or received any letter from Young as the trustee named in that indenture, or, save as appeared by her former answer and the schedule thereto, in any other character; and she, in substance, submitted and insisted that, under the circumstances in her present answer and in her former answer appearing, she was not bound and ought not to be compelled to answer any of the interrogatories, in the amended bill, relating to the contents, purport, or effect of the letters or of the case and opinion; and she claimed the like benefit of objection to such parts of the bill as sought such discovery, as if she had demurred thereto.