Attention may be particularly called to the strength of the reserve which amounted to £16,500,000, an increase of £1,951,000 over the figures of the preceding week; but the decrease of £1,382,000 in Government Securities, a fact reflected in the return of the Bank of France, must be considered in connection with it.

Throughout the period of disturbance, the two factors which attracted most attention and governed, as it were, the situation, were the embarrassments of Messrs. Baring and the prompt and judicious action of the authorities of the Bank of England in connection with these embarrassments. How the bankers in all parts of the kingdom appreciated this judgment and promptitude is best evidenced by their liberal subscription to the guarantee fund, while the country at large will estimate their beneficial action during the recent crisis as among the greatest of the services which the Bank has rendered to the State.

On Tuesday, December 30th, Mr. H. Rokeby Price, the Chairman, Mr. S. Underhill, the Deputy-Chairman, Messrs. J. H. Daniell, C.B., T. Fenn, J. K. J. Hichens, J. N. Scott, S. R. Scott, Members of the Committee for General Purposes, and Mr. Francis Levien, the Secretary, attended as a Deputation from The Stock Exchange, and presented the following Address to the Governor and Directors of the Bank of England :—

"SIR,

"COMMITTEE ROOM, THE STOCK EXCHANGE,

"LONDON, December 30th, 1890.

"On behalf of the Members of The Stock Exchange, the Committee, as their representatives, desire to express their high appreciation of the admirable and effective manner in which the recent Monetary Crisis was met by yourself as Governor of the Bank of England, ably supported as you were by your Co-Directors.

"Being from their position necessarily well acquainted with the unexampled character of this crisis, the Committee are fully able to estimate the magnitude of the disaster which at one time threatened to disorganise, if not to overwhelm, the vast financial and commercial interests of this and other countries, and they are convinced that it was almost entirely owing to the masterly ability with which the measures of yourself and the Court of Directors were carried out in the negotiations in this country and abroad, and more especially to the firm and decisive manner in which your great influence, as Governor, was so wisely and courageously exercised, that a panic of unparalleled dimensions was averted.

"Holding these views, Sir, the Committee beg unanimously to offer you and your Co-Directors the very best thanks of the community they represent.

Mr. Rokeby Price having made a few introductory remarks, and the Address having been accepted, the Governor of the Bank (Mr. Wm. Lidderdale) replied as follows:

"Mr. ROKEBY PRICE, and Gentlemen of the Stock Exchange, I am sure my colleagues will appreciate, as highly as I do, the honour you have done the Bank of England in presenting this Address, and will value the favourable opinion of their action which has been expressed, an opinion the more to be appreciated as coming from a body peculiarly well able to judge of the magnitude of the crisis, and of the consequences that would have followed the suspension of Messrs. Baring Brothers & Co., with liabilities to the extent of £21,000,000. What these consequences might have been I hardly dare to think. What security would have been saleable? What bills could have been discounted, if so great a disaster had really come to pass?

"We have been enabled to escape that danger, and we may congratulate ourselves on the peace and quiet we are now enjoying, instead of the panic which would have followed the announcement of the failure of so great a firm,-a -a panic which would have extended far and wide, and reached far beyond these shores.

'When you thank the Bank of England it is very important to bear in mind the willing and cheerful assistance that we have received from others. In the first place, from Lord Rothschild, whose influence with the Bank of France was of such assistance to us in obtaining those means, without which we could not have rendered the aid we were enabled to give. Secondly, the help of Her Majesty's Government in the assurance of support if required, a support which it has happily not been necessary to claim. Equally valuable was the prompt assistance of those who subscribed to the Gnarantee Fund, without which it would have been impossible even for the Bank of England to have undertaken so enormous a responsibility.

"So far as you refer to my personal exertions, I shall always remember with pride and satisfaction that, in the opinion of such a body as yours, in a moment of danger, I was able to do my duty."

The Institute of Bankers.

R. B. MARTIN, Esq., in the Chair.

THE CODIFICATION OF THE LAW OF SALE.

By HIS HONOUR JUDGE CHALMERS.

[Read before the Institute, on Wednesday, December 3rd, 1890, at 6 p.m.]

T is now nearly ten years ago since I had the honour of reading before you a Paper on the codification of our mercantile law. I then suggested to you that the law of bills, notes and cheques, was a branch of the law which would lend itself well to an initial experiment. Mr. John Hollams, whose reputation as a commercial lawyer is second to none in this city, supported the suggestion, and I received instructions from the Institute to draft a bill, which shortly became law as the Bills of Exchange Act, 1882. I trust I am justified in saying that on the whole that Act has worked well and answered our expectations, and I hope it has repaid the labour which some Members of your Council (notably Mr. Slater, Mr. Tritton, and Mr. Billinghurst) were kind enough to bestow upon it. There have been only three reported cases of any importance where its interpretation has been called in question, and those three, curiously enough, have all arisen on the construction of clauses which were amended in Committee. I have myself tried some hundreds of cases arising out of bills and notes, and in only one have I had to construe the terms of the Act. Imitation, they say, is the sincerest form of flattery. Our Act has been adopted by some of the colonial legislatures. New South Wales and South Australia, for example, have reenacted it in its entirety, and I believe it is the basis of the new Act for Lower Canada, which was passed this year, though I have not yet been able to get a copy of that Act. I am fully aware that the Bills of Exchange Act, 1882, falls far short of perfection, both in matter and language. Some amendments in the law, suggested by your Council, raised debatable points, and had to be abandoned, lest the passage of the Bill should be imperilled. The drafting of the measure is defective in many places, and if I could do the work over again, with

the experience of the past, I think I could improve the Act a good deal. But on the whole, I trust that you as men of business, find the Act a distinct advance on the previous state of the law, when the rules as to bills, notes and cheques were contained in some 1,500 reported cases interspersed with some seventeen heterogeneous statutory enactments, scattered up and down the common law rules like the plums in a plum cake. Since the Act of 1882, until the present year, no further step has been taken in codification. But the Partnership Act of 1890, which was originally drafted by Sir Frederick Pollock, certainly the ablest legal writer of our day, makes a second step in the process of codifying our mercantile law. The Partnership Act (like the Bills of Exchange Act) had the good fortune to be under Lord Herschell's care during its passage through Parliament, and we may take that fact as a guarantee that it is a sound and workable measure. To-day I want to call your attention to, and if possible to gain your support for, a further project of codification, namely, a bill codifying the law relating to the sale of goods. All civilised nations, with the exception of the Englishspeaking races, have now codified their laws, and though codes have been frequently amended or re-enacted, no nation which has had a code has ever dreamed of repealing it or of reverting to the old state of things. But I am not going to weary you to-night by repeating the arguments I have used on previous occasions in favour of codification. (See Journal of Institute, vol. I, p. 741, and vol. II, p. 114). I will beg your attention at once to the Sale of Goods Bill which forms an Appendix to this paper. You may wonder what the sale of goods has to do with bankers. But I think I may assume that you are interested in the improvement of mercantile law as a whole. All the complicated transactions of modern commerce are really subsidiary to the fundamental operation of buying and selling, and it is the interest of bankers, in common with all other branches of the mercantile community, that the law of buyer and seller should be based on sound and intelligible principles. The Factors' Act of 1889, which your Council promoted last year, contains provisions which have nothing to do with Factors or other agents, but which amend the law relating to ordinary sellers and buyers (see 52 and 53 Vict., c. 45, secs. 8 to 10). I may mention that when Mr. Ilbert, the Assistant Parliamentary Counsel, was re-drafting that measure, he was kind enough to keep its language uniform with that of the Sale of Goods Bill, so that if the latter measure should pass, there would be no conflict or inconsistency between the two. May I add that by long-standing and pleasant associations, when I am interested in any question of mercantile law reform, I naturally turn to the Institute of Bankers for aid and counsel.

Its

The law of sale is in pretty much the same condition as other branches of the common law regulating our every-day life. rules are to be found embodied in judicial decisions ranging from

the time of Edward III down to the present year of Her Majesty's reign. Lord Blackburn in his text-book on the Law of Sale, devotes seven pages to the discussion of a case decided in the seventeenth year of Edward IV's reign (A.D. 1487). On some points there is a plethora of authority, and as regards them, the reported decisions have become so numerous as to tend to obscure the general principles which underlie them, just as when a tree is in full foliage the numbers of its leaves frequently hide from view the form and development of the trunk and branches which support them. The last edition of Mr. Benjamin's work on Sale contains 1,013 pages, and cites nearly 2,000 English cases.* On other questions there is a curious dearth of authority. The important point which was settled in Glyn, Mills & Co., v. the East India Docks (7 App. Case 610) was the subject of a nisi prius ruling in 1753, but it did not arise again for authoritative decision until 129 years had elapsed. For some elementary principles authority seems to be altogether wanting. Mr. Benjamin lays it down, and no doubt correctly, that in the absence of any different agreement, the place of delivery is the place where the goods are at the time when the contract of sale is made. But he can cite no decision in support of that proposition, and is driven to rely on the authority of Pothier. Now Pothier was an admirable exponent of legal principles, but it is strange that a modern English text-book, re-edited last year, should cite as an authority for an elementary principle a French lawyer who died in 1773, and who was primarily treating of French law, as modified by the custom of Orleans, before the Code Napoleon. The statutory enactments relating to the law of sale are fragmentary in character, and deal only with isolated points. There are two statutes of the sixteenth century regulating the sale of horses (2 and 3 Phil. and Mar., c. 7, and 31 Eliz., c. 12). Next comes the celebrated seventeenth section of the Statute of Frauds (29 Chas. 2, c. 9) which was amended by section 7 of Lord Tenterden's Act (9 Geo. 4, c. 14). Then we have section 100 of the Larceny Act, 1861, which deals with the restitution of stolen goods after the conviction of the thief. Two sections of the Mercantile Law Amendment Act, 1856, relate to sale, and finally the matter is again touched by three sections of the Factors' Act, 1889.

In drafting the present Bill, I have pursued the same course as was pursued with reference to the Bills of Exchange Act, that is to say, I have prepared and published a digest of the law of sale, verifying the propositions contained in the Bill. The digest was reviewed in your Journal in June last. The Bill is a purely codifying measure. It endeavours to reproduce as exactly as possible the existing law. Lord Herschell has pointed out that this is the

* I may add that there is a bottomless pit of more or less conflicting American decisions to which the industrious lawyer may have recourse.