tend to include these offices.] The obvious meaning of the contract is, that Sterry conveys to Clifton, so far as it may be legal so to do, an interest in the offices or appointments which he held. In Harrington v. Kloprogge, 4 Dougl. 5, 2 Chitt. R. 475, 2 Brod. & B. 678 (a), (E. C. L. R. vol. 6), 6 J. B. Moore, 38 (a), (E. C. L. R. vol. 17), it was held that an assignment of the profits of all offices which the defendant might acquire, is legal; as it will be taken to mean, of all offices which may be legally assigned. Assuming that the agreement in this case affects to deal with the office of clerk of the peace, and that that is an office within the statute, still, it is submitted, the contract is not illegal. There is no portion of the fees of that or of any of the other offices, that Sterry has agreed to assign to Clifton. In Aston v. Gwinnell, 3 Y. & J. 136,†-where it was held that the office of clerk to the deputy registrar in the prerogative court of Canterbury, is not an office connected with the administration of justice, within the meaning of the statute 5 & 6 Ed. 6, c. 16, so as to prevent its being aliened or charged; nor is an alienation of or charge on the profits of the office, contrary to the policy of the law restricting the alienation of the income of a public officer,-Lord Chief Baron ALEXANDER makes a distinction between the sale of an office, and an assignment of the profits. "It is then objected," he says, (a) "to the part of the prayer respecting the profits of the office, that the contract is void by the statute of 5 & 6 Ed. 6, c. 16. I am not able to perceive the bearing of this act upon the present question. The object of that law was, to prohibit corrupt contracts, by which a right to an office, or a right *to exercise any *128] of its duties, might be obtained, with a view that persons worthy of such trusts might be advanced to them. This contract seems to me to have no relation to that subject. Forgetting, for the moment, that this is a mere clerkship held during the pleasure of the chief officer, I cannot avoid recollecting that the appointment, or any influence used or to be used for the purpose of obtaining it, is quite remote from this transaction. I cannot, therefore, apply any argument drawn from that statute, to the point now under my consideration. Another class of cases has been, with more plausibility, applied to this controversy. I allude to that class which is founded on principles of state policy, and which protects the servants of the public from their own improvidence, and secures to them, in defiance of their own acts, the possession of those resources derived from the public, and intended to enable them to perform their public functions. The pay of naval and military officers, and their incapacity to assign it either at law or in equity, after some hesitation, at last established, affords the most distinct and intelligible instance of the application of this rule. The office, or rather the profits of the office, of clerk of the peace, seems another instance of the same character. But I am not able to apply that principle to the

(a) 3 Y. & J. 148.f

situation of the defendant Askew. His situation is called an office; but its nature is not very distinctly explained. This, however, is represented, that he is a mere clerk, assisting the deputy-registrars, receiving emolument for business done, at the pleasure of his superiors. It does not appear to me that he can be considered as an officer of the court. And, as to his connexion with the actual execution. of any function in the prerogative court, there is none. It is confined to receiving, during the pleasure of his superiors, certain sums earned by the labours of another person permitted actually to perform *there these functions." Layng v. Paine, Willes, 571, 4 Man. [*129 Gr. & S. 587 (E. C. L. R. vol. 56), was the case of an actual sale of an office. In Gulliford v. De Cardonell, 2 Salk. 466, and in Godolphin v. Tudor, a bond given by a deputy to the principal, to pay him half the profits, or a certain sum out of the salary or profits, of the office, was held good. Hopkins v. Prescott was the case of an agree ment that was clearly illegal, within the rule laid down in Co. Litt. 234 a, and 3 Inst. 154. The deed now in question, was not intended to operate, nor did it operate, as an assignment of the offices, or any part of them. Even, therefore, supposing the court should incline to hold the deed to be illegal if intended to convey part of the profits of any offices which the parties could not legally deal with, will they, without any evidence upon the subject, assume that the parties did so intend? In Co. Litt. 42 a, it is said: "A tenant in fee-simple makes a lease of lands to B., to have and to hold to B. for term of life, without mentioning for whose life it shall be, it shall be deemed for term of the life of the lessee; for, it shall be taken most strongly against the lessor; and, as hath been said, an estate for a man's own life is higher than for the life of another. But, if tenant in tail make such a lease, without expressing for whose life, this shall be taken but for the life of the lessor, for two reasons,-first, when the construction of any act is left to the law, the law, which abhorreth injury and wrong, will never so construe it as it shall work a wrong: and, in this case, if, by construction, it should be for the life of the lessee, then should the estate-tail be discontinued, and a new reversion gained by wrong; but, if it be construed for the life of the tenant in tail, then no wrong is wrought. And it is a general rule, that, whensoever the words of a deed, or of the parties *without deed, may have a double intend[*130 ment, and the one standeth with law and right, and the other is wrongful and against law, the intendment that standeth with law, shall be taken," &c. In Bacon's Maxims, (a) it is said: "It is a rule that Kings' grants shall not be taken or construed to a special intent it is not so with the grants of a common person, for, they shall be extended as well to a foreign intent as to a common intent; yet with this exception, that they shall never be taken to an impertinent or repugnant

(a) Reg. 10. Verba generalia restringuntur ad habilitatem rei vel persona.

intent for, all words, whether they be in deeds or statutes, or otherwise, if they be general, and not express and precise, shall be restrained unto the fitness of the matter or person." Here, notwithstanding the general words of the recital, the operation of the deed must be limited to those offices the profits of which could be legally dealt with. There is no authority for saying that the office of clerk to the magistrates, clerk to assessed-tax commissioners, or clerk to commissioners of sewers, is an office touching or concerning the administration of justice, any more than that of clerk to a judge of one of the superior courts. The stewardship of a court-leet was held, in Williamson v. Barnsley, to be an office within the 5 & 6 Ed. 6, c. 16; but there are many manors that have no courts-leet. The duties of the steward of a manor are in no respect judicial: Com. Dig. Copyhold (R. 5), (R. 6). [WILDE, C. J.— A court-baron is incident to every manor: Co. Litt. 58. And the steward presiding in a court-baron has been held to be a judicial officer: Holroyd v. Breare, 2 B. & Ald. 473; Bradley v. Carr, 3 M. & G. 221 (E. C. L. R. vol. 42), 3 Scott, N. R. 521 ;(a) Brown v. Gill, 2 Man. Gr. & S. 861 (E. C. L. R. vol. 52).]

As to the last clause, the construction put by Sir JOHN LEACH and by Lord ELDON upon the statute 22 G. 2, c. 46, s. 11, in Candler v. Candler, is clearly the correct one, viz., that the meaning of the clause, is, that *qualified persons should not permit their names to be *131] used by others, so as to enable them to appear as attorneys. The true rule for the construction of acts of parliament, is that given by TINDAL, C. J., in the Sussex Peerage case, 11 Clark & Fin. 143, "The only rule for the construction of acts of parliament, is, that they should be construed according to the intent of the parliament which passed the act. If the words of the statute are in themselves precise and unambiguous, then no more can be necessary than to expound those words in their natural and ordinary sense. The words themselves alone do, in such case, best declare the intention of the law-giver. But, if any doubt arises from the terms employed by the legislature, it has always been held a safe mean of collecting the intention, to call in aid the ground and cause of making the statute, and to have recourse to the preamble, which, according to Chief Justice DYER,(6) is a key to open the minds of the makers of the act, and the mischiefs which they intended to redress."" The intention of the framers of this act, it is submitted, will be best carried into effect in this case, by holding that the clause in question was not illegal. Cur. adv. vult.

The following certificate was afterwards sent to the Vice-Chancellor:

"This case has been argued before us by counsel; we have considered

(a) A fortiori, when holding a customary court.

(b) Stowel v. Lord Zouch, Plowden, 369.

it, and are of opinion that the articles of partnership set forth, are not void in law.

"Secondly, we are of opinion that the particular clause therein mentioned, is not void in law.

"THOS. WIlde.
"W. H. MAULE.
"C. CRESSWELL.

E. V. WILLIAMS."

*DOOGOOD v. ROSE. Jan. 16.

[*132

The declaration stated that it was agreed between A. (the plaintiff) and B. (the defendant), that A., B., and C. should, at the expiration of a reasonable time, execute an indenture binding C. as an apprentice to A., and that B. should pay to A. a premium of 607.,-57. on the execution of the indenture, and the residue by certain bills, to be drawn by the plaintiff and accepted by the defendant: averment, that, although a reasonable time for B. and C. to execute the indenture, and for B. to pay the 57., and to accept the bills, had elapsed, and although A. had always been ready and willing to execute such indenture, and to receive C. as such apprentice, and although A., at the expiration of such reasonable time, requested B. to execute such indenture, and to pay the 51. and accept and deliver to him the said bills, yet B. did not nor would execute the indenture, or pay the 5l., or accept, and deliver to A., the said bills, but wholly refused so to do, and then wholly exonerated and discharged A. from tendering such indenture for execution, and such bills for acceptance, &c.

Plea, that B. did not exonerate and discharge A. from tendering the indenture to him for execution, or the bills for acceptance.

The issue having been found for the defendant:-Held, upon motion for judgment non obstante veredicto, that the declaration would have been clearly bad without the averment of dispensation; and therefore that the issue taken thereon was not an immaterial one,-though, by reason of the want of an averment that B. had notice of A.'s readiness and willingness to execute the indenture, the declaration would be insufficient to support a judgment for the plaintiff.

A repleader can only be awarded where the court cannot, upon the matter alleged upon, and established by the record, see which way the judgment ought to be given: and it is never awarded in favour of the party who makes the first default.

THIS was an action of assumpsit. The first count of the declaration stated that the plaintiff, before and at the time of the making of the agreement and promise of the defendant thereinafter next mentioned, was, and ever since had been, and still was, a short-hand writer and reporter, and, for and during all the time aforesaid, had used, exercised, and carried on, and still did use, exercise, and carry on the profession or business of a short-hand writer and reporter; that, the plaintiff being such short-hand writer and reporter as aforesaid, theretofore, to wit, on the 1st of May, 1848, it was agreed by and between the plaintiff and the defendant, that the plaintiff and the defendant, and one *John Rose, the son of the defendant, should, at the expiration [*133 of a reasonable time then next following, make and execute, and as their act and deed deliver, a usual and reasonable indenture of apprenticeship, for the purpose of apprenticing, and binding as an apprentice, the said John Rose to the plaintiff in the way of his the plaintiff's said

profession or business, and that the defendant should pay to the plaintiff, as and by way of premium or apprentice-fee for taking and receiving the said John Rose as such apprentice as aforesaid, the sum of 607., to be paid in the manner following, that is to say, 5l., part thereof, to be paid to the plaintiff at the time of the execution of the said indenture of apprenticeship, and the residue of the said sum of 607. to be then secured to the plaintiff by certain bills of exchange in writing, for the amount of the said residue, to be then drawn by the plaintiff upon, and accepted by the defendant, and delivered to the plaintiff, that is to say, three several bills for the respective amounts of 201., 201., and 15l., and payable at the respective times of three months, six months, and nine months from the date thereof: Mutual promises: Averment, that, although a reasonable time from the making of the said agreement and promise of the defendant, for him, the defendant, and the said John Rose, to make and execute, and, as their respective acts and deeds, deliver such indenture of apprenticeship as aforesaid, for the purpose aforesaid, and for him the defendant to pay to the plaintiff the said sum of 51., and to accept and deliver to the plaintiff such bills of exchange as aforesaid, had elapsed before the commencement of this suit; and although the plaintiff had always from the time of the making of the said agreement and promise, and during such reasonable time as last aforesaid, and at the expiration thereof, and at all other times, been ready and willing to make and execute, and as his act and deed *134] *deliver, such usual and reasonable indenture of apprenticeship as aforesaid, and to receive and take the said John Rose as such apprentice as aforesaid, and to perform and fulfil the said agreement in all things on his part to be performed and fulfilled; and although the plaintiff, afterwards, and at the expiration of such reasonable time as aforesaid, and before the commencement of this suit, to wit, on the 20th of November, in the year aforesaid, requested the defendant to make and execute, and as his act and deed deliver, such indenture as aforesaid, and to pay to him the said sum of 5l., and to accept and deliver to him the plaintiff such bills of exchange as aforesaid, according to his said promise and agreement in that behalf;-yet that the defendant, not regarding his said promise, did not nor would, when he was so requested as aforesaid, or at any other time, make or execute, or as his act and deed deliver, such usual and reasonable indenture of apprenticeship as aforesaid, or pay the said sum of 5l., or accept and deliver to the plaintiff such bills of exchange as aforesaid, or at any other time, but wholly refused so to do, and wholly exonerated, and then, to wit, on the day and year last aforesaid, discharged the plaintiff from tendering such usual and reasonable indenture of apprenticeship as aforesaid to the defendant for execution, and such hills of exchange as aforesaid, for his acceptance thereof, and dispensed with the same; and that, at the time of the commencement of this suit, no such indenture as aforesaid was delivered by the defendant, and the