certain facts which The cause of action

judgment, said the case alleged gave rise to two forms of remedy. was the taking of the coal. That might be treated in two ways either as a trespass, for which damages might be claimed, or as giving rise to a smaller arrangement of damages, namely, the proceeds of the sale of the coal which had come to the hands of the defendants. That latter form of action would survive

as against the executors of A., deceased. The greater included the less, and although the action for trespass would not survive against the executors, the claim for the proceeds was included in it and would survive. The claim for letting down the surface would not survive. They therefore added the executors as defendants: Wright v. Leigh, 4 Times L. R. 573.

A creditor who has obtained judgment against a debtor in an action in which the debtor and another were defendants cannot as of right and ex parte, after the death of the debtor, obtain a receiver of the deceased debtor's estate, by way of equitable execution. The effect of Rule 1 of Order XLIX. (English Order XVII., r. 1), is to keep the action alive against the representatives of the deceased, when by reason of the death of a party there is a devolution of his interest upon a person who is a party to the action; but it does not keep the action alive against the deceased debtor so that proceedings can be taken against persons entitled to the property of the dead man who are not parties to the action without notice to them; the Court has no jurisdiction over persons who have no notice; Re Mark Sheppherd, 59 L. J. Ch. D. 83. It was also held to be doubtful whether execution at Common Law could be had without notice after the death of a judgment debtor against his estate. See, also, as to serving notice on parties added on the death of a sole defendant before giving judgment: Johnston v. English, 35 W. R. 29. In the case of Manchester and L. District Banking Co. v. Parkinson, 22 Q. B. D. 173, a judgment having been obtained in an action to recover money due, the judgment debtor died, possessed of furniture and chattels and carrying on a business, leaving a will and executor. The judgment creditors obtained an order appointing a receiver of the chattels and of the business. This order, however, was rescinded on the ground that no reason was shown why execution of the judgment in the ordinary course of the law by fi. fa. or attachment of debts could not be obtained. In the earlier case of Re Parker, 12 Ch. Div. 293, in a creditor's action for administration against an executrix, a decree had been made and a summons taken out for a receiver, but pending the summons the sole defendant died. The Court, on an ex parte application of the plaintiff, appointed an ad interim receiver until a legal personal representative of the deceased defendant had been constituted. But in this case the plaintiff was a person entitled to take out administration if no one else did, and therefore a person who was entitled to invest himself with the legal right to the property was before the Court.

Where an error was made in entering up judgment on a bond and warrant of attorney, the Court of

Appeal, notwithstanding the lapse of years and death of one of the parties in the meantime, allowed the error to be amended in order to enable the plaintiff to realise the amount of a judgment mortgage: Loughery v. Swan, 23 Ir. L. T. R. 8, 54.

CURRENT ENGLISH CASES.

The June number of the Law Journal Reports contains 24 cases in the Chancery Division (pages 329-424), 17 in Queen's Bench Divisiou (217-280), 9 Magistrates' Cases (65-96), and 15 Probate, Divorce, and Admiralty Cases (25-56), It also continues the Statutes to the end of chapter 5 of the present session, the colossal Act for the Consolidation of the Lunacy Law, consisting of 342 sections.

In the Chancery Division the Appeal Court took a different view from North, J,, in the case of Re The Brighton and Dyke Railway Company as to the character and privileges attaching to certain shares in a railway company which had, under the special Act, been divided into what were called "preferred" and "deferred half-shares." The House of Lords, in Cooke, Sons & Co. v. The New River Company, confined the expression "consumer of water" in section 41 of the Company's Act, 1852, to the case of one who either already had a supply or had taken the necessary steps entitling him to a supply. In Nouvion v. Freeman the House of Lords, affirming the Court of Appeal, declined to enforce a foreign judgment which did not finally conclude the rights of the parties. North, J., in In re The Empire Mining Company, declared that the Court has jurisdiction under section 2 of the Joint Stock Companies' Arrangement Act, 1870, to compel a company's secured creditors to surrender their security and to accept shares in lieu thereof. In Crawford v. Forshaw Kekewich, J., held that where a testator appointed three executors, one of whom renounced probate, and gave the residue of his estate to such charities as bis executors therein "named " should appoiut, the executor who renounced was entitled to a voice in the selection of the charities. In Jones v. Simes Chitty, J., decided that the equitable right to a mandatory injunction of a plaintiff who died more than six months after the commencement of the actiou devolved on her devisee, and that her executor was at least entitled to recover damages for injury committed during six months previous to the plaintiff's death. North, J., in Hart v. Colley, held that the owner of a trade-mark can only sue in respect of an iufringement in connection with the particular class of goods for which the mark is registered, and defines the rights of a servant on leaving his employment to carry on a business similar to that of his former employer. In the case of In re Olive's Estate North, J., ordered a corporation who had compulsorily taken land belonging to a tenant-for-life and remainderto pay the costs (428.) of a remainderman's mortgagee, whose security was dated after the payment into Court of the purchase-money, and the costs of serving the petition on the mortgagee. In Smart v. Tranter the Court of Appeal reversed Kay, J., and held that the grant of probate was not an admission of testamentary capacity, and that a husband could sue his wife's executor in the Chancery Division for assets and choses in action received by him, without obtaining a revocation of probate or taking out letters of administration. In the Manchester Royal Infirmary v. The Attorney-General North, J., defines the powers of a corporation holding funds for charitable purposes with respect to the investment of its funds. In In re Hargreaves; Dicks v. Hare, the Appeal Court accepted the limitations laid down by North, J., in the rights of contingent creditors in the administration of insolvent estates. In Garrard v. Edge the Court of Appeal, in affirmance of Kay, J., decided an important question of costs in a patent action. Ia In re Hargreaves; Midgley v. Tatley, the Appeal Court, reversing Kay, J., held that the Court had jurisdiction to decide an originating

-men

summons the validity of an appointment under a power. In the case of In re Walker Kekewich, J., considers the duties of trustees with respect to the appropriation and investment of trust legacies, especially in connection with the Trustee Act of 1888. In Eddowes v. The Argentine Loan and Agency Company the Court received an affidavit, though it did not state that it was sworn before the person who signed the jurat; Kekewich, J., affirmed. North, J., in In re Crawshay, decided a somewhat complicated question arising on an appointment by a testator under a power. In In re Meyerstein's Trade- Mark, Kay, J., refused to order the registration of "Satinine" under the Patents Act, 1888, on the ground that it was a descriptive and not

an

"invented" word. In re The National Permanent Mutual Benefit Building Society (North, J.) decides that the powers of inves ment conferred on trustees by the Trust Investment Act, 1889, are not applicable to a building society incorporated under the Act of 1874. The same judge in the case of In re Wormald, distinguishes between the attempt to anticipate and actual anticipation of a married woman's separate property; and in The Script Phonography Company v. Gregg decides that an order in chambers dismissing an action unless within a specified time the next step is taken by the plaintiff acts automatically, and the time cannot be extended or the action revived. In the case of In re Morris Chitty, J., held a notice of motion to attach to bave been sufficiently served by filing pursuant to Order LVII., rule 4, the respondent not having entered appearance. Nortb, J., dismissed, with costs, creditor's petition against The Standard Portland Cement Company, the creditor having had notice of a prior petition by the company, though the creditor's petition was advertised first. In the case of The Uxbridge and Rickmansworth Railway Acts the Appeal Court, reversing Stirling, J., decided that the Abandonment Act of a railway company, whose undertaking had failed, enabled it to be wound up; that the Parliamentary deposit formed no part of the company's assets; and that a mere notice to treat served on landowners was no exercise of compulsory powers. In In re Dillon the Court of Appeal and Kekewich, J., decided that a banker's deposit note is a good subject of donatio mortis

causa.

In the Queen's Bench Division, in three appeals from a County Court in the matter of The Thirty-sixth and Thirty-second Sunderland Universal Building Societies questions were decided as to the rights of withdrawing members of building societies which were in course of winding up. In re Perkins, before the Court of Appeal, illustrates the meaning of the term "secured oreditor," when the petitioning creditor in a bankruptcy is a jointstock company. In Praed v. Graham the Court of Appeal held that a new trial would not be granted on account of excessive damages, unless the damages were obviously unreasonable; and in Davies & Co. v. André & Co. explained the right practice with respect to the appearance of an individual who is served with a writ of summons issued against a firm, according as he is or is not a partner. Hodgson v. Bell was a decision on appeal as to the money limit of County Court jurisdiction. In re Sankey is an important decision of the Court of Appeal under the Solicitors Act of 1888, by which the committee of the Incorporated Law Society was allowed to bear on its merits an application by the official receiver against a solicitor which was based entirely on the solicitor's admissions made during his public examination in Bankruptcy. Regina v. The Vestry of St. Pancras is an important decision of the same Court, overruling Regina v. The Vestry of St. George's, Southwark, 56 Law J. Rep. Q. B. 652, with respect to superannuation allowances under the Metropolis Local Management Act, 1866. In Hoby & Co. v. Birch the defendant in an action by the liquidator of a company in voluntary liquidation for the recovery of calls was not allowed to set off a debt due to him by the company. The Mayor of Salford v. Lever is a decision in favour of the privilege of a town clerk in his capacity of solicitor with respect to interrogatories addressed

to the corporation. The Queen's Bench Division of the Court of Appeal, in Hopkins v. The Smethwick Local Board, held that under section 158 of the Public Health Act, 1875, a local board was not justified in pulling down buildings not constructed in accordance with their bye-laws without notice to the owner. In re Artola Hermanos is an interesting case, in which the register was affirmed, on the conflict of bankruptcy proceedings in this and in a foreign country. In Rogers & Co. v. Lambert & Co, the Court refused to allow interrogatories addressed by the bailees to the bailors of goods with respect to the claim of third parties, as the bailees were defending the action in their own interests. Jones v. Padgett & Co. is a decision on what constitutes an implied warranty of goods. In Regina v. Fitzroy Cowper a lithographed form was held not to be a signature by a solicitor of an ordinary County Court summons within the appendix of the County Court Rules, 1889, Fry, L.J., affirming, and Lord Esher, M.R., dissenting from the decision of the Divisional Court. In Lyell v. Kennedy the House of Lords, reversing the Appeal Court, held that an agent of land who had continued to receive the rents could not set up the Statute of Limitations against the true owner, having assumed a fiduciary character; and entries in Scottish parochial registers and documents in a Sheriffs' Court in Scotland were held receivable in English Courts as evidence.

In the Magistrates' Cases, Ward (appellant) v. The Folkestone Water Works Co. settles a question as to the supply of fittings between a water company and a consamer. Regina v. The Justices of the County of London decides that a provisional license under the Act of 1874 is renewable in the same way as an ordinary license. In Davis v. Stephenson a conviction under sec. tion 17 of the Licensing Act, 1872, for a breach of the Betting Act, 1853, was quashed. Regina v. Whitechurch was a case of conspiracy to procure abortion. In Hay v. The Justices of the Tower Division a person who had received a free pardon, after a conviction for felony, was held not to be disqualified from holding a spirit license under the Wine and Beerhouse Act Amendment Act, 1870. The Vestry of St. James, Clerkenwell v. Feary, decides a point as to the jurisdiction of a vestry to require proper sanitary arrangements in a house. The Guardians of the Mitford Union v. The Guardians of the Wayland Union and The Guardians of the Headington Union v. The Guardians of the Ipswich Union were Poor Law cases, and decided questions of settlement, removability, and chargeability. Iu Regina v. James a conviction of felony was upheld against a prisoner who had induced a postman to hand letters to him iustead of delivering them.

In the Probate, &c., Division, in Butler v. Butler the Appeal Court decided what amounts to collusion in a divorce suit. In the same suit, in which a decree nisi obtained by the wife had been rescinded on the Queen's Proctor's intervention, Butt, J., refused to order the husband to pay his wife's costs. The Orchis was a case of implied obligation on the part of owners of a ship to repay to mortgagees sums paid to the captain, who had arrested the ship for necessary disbursements expended by him; Butt, J, affirmed. In the Goods of Lord Leven and Melville probate was granted to four persons named, as "executors according to the tenor.' A question of demurrage was decided in The Carisbrook. In Benyon v. Benyon the Appeal Court, affirming Batt, J., held that an order made, after decree absolute, for the application of the funds of a marriage settlement for the benefit of a husband, wife, and child, is final, and cannot be altered by the Court. In Routh (otherwise Fry) v. Fry the Court of Appeal and Butt, J., held that where there is a dispute as to alleged insanity, an order ought not to be made under rule 196 for assigning a guardian to the lunatic in a suit. Ia Warter v. Warter it was held that a claim for a declaration of legitimacy cannot be made in an action, but only on petition under the Legitimacy Declaration Act, 1858. In the Goods of Babin, ou the affidavit of the Canadian ex-Solicitor-General that this was the Cana

Idian law, letters of administration were granted to the ohildren, in preference to the widower, of a woman domiciled in Canada. O'Shea v. O'Shea decides that there is no appeal from an order for the attachment of a person not a party to the action for contempt of court in a criminal case or matter. Iu Brinkley v. The Attorney-General a marriage between a British subject and a Japanese lady, celebrated according to the laws of Japan, was declared valid. Irwin v. Irwin was a question of costs ordered to be paid by a co-respondent. The Batavier decided that the costs of an Admiralty action, both in the Appeal Court and the Court below, follow the event, save in special circumstances. Magneta raised a question of the sufficiency of lights in an action for damages sustained in a collision, In Trübner v. Trübner personal service of a citation on a foreign co-respondent was dispensed with, on the ground that such service would give a right of action to the co-respondent against the person serving.—Law Journal.

DISHORNING CATTLE.

The

The most important practical question for the Irish agricultural interest of the legality of the Dishorning of Cattle is soon again to occupy public attention, and it is necessary that the circumstances as they exist should be perfectly understood. On the 3rd of July at Kells summonses will be heard for dishorning seventeen animals, and it is expected that from thence a case will be stated for the Court of Queen's Bench. The public may be reminded that dishorning in Ireland has been practised for a large number of years with the knowledge and assent of the authorities. In 1884 Thomas M'Ardle was summoned by the Society for Prevention of Cruelty to Animals for dishoruing, and in a case then stated the Court of Exchequer decided that it was not lawful. But dishorning was found to be so beneficial that it was continued, and in the same year the Prevention Society summoued Callaghan and M'Evoy for dishorning. The magistrates felt coerced to decide against the practice from the decision of the Court of Exchequer. A case was next stated for the Common Pleas, and after argument the court decided, on the 22nd June, 1885, that dishorning was legal. So the matter then stood, and might have been considered permanently fixed and determined. Since that time disborning has been carried on to a great extent, and it was sworn in evidence that a purchaser gave from 30s. to £2 more for each beast disborned, as all danger of goring each other is over in railway trucks, or on board ship, and the animals can be fed in show yards with horses or other animals without danger of goring. Last year, however, some English sentimentalists summoned a farmer for disborning, and the Court of Queen's Beuch in England decided, contrary to the last Irish decision, that it was not lawful. A question was asked in the House whether Mr. Balfour would prosecute Irish dishorners, and the result has been the summonses of which we have spoken. An enormous loss would be entailed upon the Irish cattle trade if dishorning were ultimately prevented. From 30s. to £2 being taken off the price of a beast, and the number dishorned being about 500,000 annually, it is evident that a great deal is at stake. Our farming profits are small enough, and uncertain enough, without being thus artificially encroached upon. It is well known also that the complaints of the butchers are very frequent of injury to the meat as food from the damage done by goring when the animals are in transit to the market and to sl u 'hter.

We find in the Veterinary Jou nal for May a paper on the subject by Mr. James Clark, F.R.C.V.S., of Coupar Angus, which appears to us to contain all that it is Decessary to say upon the matter Every farmer must know the many serious injuries which result from noninterference, and this experienced surgeon specifies them. Having enumerated them, he adds that something must be done to protect the animals. It is im perative. "The general opinion (he adds) that I find among those best able to judge is, that nothing short of

total dishorning is effectual and satisfactory, and that the danger and risk incurred by the animals from goring is out of all proportion to the severity of the operation." The pain from goring, in fact, is vastly greater than the pain from dishorning, and those who are against cruelty should prefer the latter, as a means of preventing the former cruelty. Mr. Clark continues:-"If we look at the beneficial result of the operation from an economic point of view, it will be seen how important a factor dishoruing becomes; it renders the cattle comparatively docile, they can feed without annoying each other, they take less time to eat their food, and consequently get more time to rest. Smaller quantities of food do them more good, and they thrive and show condition quicker. The question has been very prominently brought before the public. Meetings of the most influential and popular character have been held in Perth, Cupar-Fife, and Forfar, where resolutions have been unanimously passed in favour of dishorning up to a certain age, as being both justifiable and humane for the animals. I most emphatically object to the term cruel, and hold it is not at all applicable to dishorning." The discussion which followed the reading of the essay was extremely searching, and as a result of it Mr. Greaves, V.S., of Manchester, who had before been an opponent of dishorning, and who is Iuspector for the Manchester Society for the Prevention of Cruelty to Auimals, said that "He had been prejudiced against the dishorning of cattle, but after hearing the views of those who had spoken he had become converted, and would never again enter the witness-box to give evidence against anyone who had been accused for practising the operation."

This being the state of opinion upon the matter, all who understand the subject being of the same mind upon it, it is very unfortunate that there should be a Conflict of the Courts as to the law regarding it. It is to be hoped that it will immediately be settled upon the hearing of the coming Irish cases. The judges will have more information when next it is their duty to declare what is lawful and what not, than they had before. Mere sentiment will not influence them. They have the opinions of the veterinary profession to guide them, in addition to the practical experience of farmers, salesmen, and butchers. We trust, therefore, that they will be enabled to take a broad and sensible view, upou a point of such enormous moment to the Irish cattleraiser, and will protect our largest trade from a serious and continuous loss, enforced in deference to a feeling which is a weakness and gratuitous. The facts and arguments both are upon the side of the dishorners, and supposing the operation to be done properly and at the right time, there is in reality no charge against it on any ground of cruelty which can be supported by argu meut before a superior tribunal.—Irish Times.

CALLS TO THE OUTER BAR.

The following gentlemen have been called to the Bar :

Laurence Grattan Esmonde, Esq., second son of Sir John Esmonde, late of Ballynastragh, Gorey, in the County of Wexford, Rart., M.P., deceased.

Arthur Frederick Hackett, Esq., B.A., University of Dublin, second son of James Hackett, late of Bellair, in the County of Cork, Esq., deceased.

David Grainger Chaytor, Esq., B.A., University of Dublin, third son of Charles Henry Chaytor, late of Marino, Killiney, in the County of Dublin, Esq., deceased.

Edward Alexander O'Byrne, Esq., eldest son of John O'Byrne, of Corville, Roscrea, in the County Tipperary, Esq., J.P.

Joseph Bermingham Burke, Esq., B.A., LL.B., University of Dublin, third son of Joseph Burke, of The Abbey, Roscommon, Esq., Sessional Crown Solicitor.

Mr. Burke obtained the first Victoria Prize at the Continuous Course Examination, 1889.

Alfred Douglas Crawford, Esq., B.A., LL.B., University of Dublin, third son of Thomas Douglas Crawford, of Fort Breda, in the County of Down, Esq., J.P.

Audrew Russell Stritch, Esq., Student, T.C.D., eldest son of John Russell Stritch, of North Great George's-street, in the City of Dublin, Esq., Barristerat-law.

John Henry MacCarthy, Esq., B.A., second son of John George MacCarthy, of Aylesbury-road, in the County of Dublin, Esq., Land Commissioner.

Henry Cooke Cullinan, Esq., B.A., LL.B., University of Dublin, youngest son of John Cullinan, of Ennis, in the County of Clare, Esq.

Hugh Hamilton Moore, Esq., eldest son of Cecil Moore, of Gilford Lodge, in the County of Dublin, Esq.

son of

James Kelleher, Esq., District and Sessions Judge, Bengal, youngest son of Mortimer Kelleher, late of Bridgemount, in the County of Cork, Esq., deceased. Edward Macartney Filgate, Esq., second Townley Macartney Filgate, of Lowtherstown, Balbriggan, in the County of Dublin, Esq., RegistrarGeneral, Bombay Presidency.

SUCCESS OF AN IRISH STUDENT IN LONDON. The Council of Legal Education at the close of the Trinity examination of students of the Inns of Court, London, held at Lincoln's Inn Hall, have awarded to Mr. Charles Maturin, of Gray's Inn, the studentship in Jurisprudence and Roman Law. The studentship is worth a hundred guineas, tenable for two years, and was, as usual, competed for by a large number of students. Mr. Maturin is an Irishman and a student of the King's Inus, Dublin.

THE KING'S INNS LIBRARY.

At a meeting of the Benchers held for the parpose of filling up the vacant post of assistant librarian of the King's Inns Library, Mr. Dothwaite, son of the librarian at Gray's lun, was selected. The salary of the office is £150 per annum, and it is understood there were a considerable number of candidates.

FORM OF BILL OF SALE.

The recent decision of the Court of Appeal in the case of Cochrane v. Entwisle constituted an important addition to the series of authorities upon the question of deviations from the statutory form of bills of sale contained in the schedule to the Bills of Sale Act, 1882. The bill of sale, in that case, assigned to the plaintiff, the mortgagee, certain furniture, &c., specifically described in the schedule "now in and about the premises known as Poultney Lodge Farm, together with all the tenant-right, valuation, good will, tillages, and interest of the mortgagor in and to the said farm lands and premises." The schedule, after specifying the furniture and other personal chattels comprised in the deed, con. tained the words above-quoted as to the tenant-right, valuation, &c. Mr. Justice Manisty held the bill of sale void as not being in accordance with the statutory form, and the Court of Appeal affirmed the decision, holding that the form in the schedule to the Act contemplated an assignment of personal chattels only, and that, as the bill of sale under consideration dealt with chattels real, it was not in the statutory form, nor had it the same legal effect as that form. In future, therefore, where it is desired to assign real as well as personal chattels by way of security, two deeds will be necessary for the purpose.-Law Journal.

Counsel for prisoner-"Gentlemen of the jury, I have much to say to you in favor of my client. First of all-" Prisoner "Don't give yourself any trouble; there's nobody here that'll believe either of us."-Fliegende Blaeter.

DEBENTURES.

The development of securities by way of mortgage debenture since the passing of the Companies Act, 1862, has been very considerable. So much so, that the Law Debenture Corporation Limited was formed for the express purpose of acquiring and placing debentures and debenture stock. Another sign of the increasing importance of this class of security is the fact that not infrequently debenture holders are entitled to attend and vote at meetings of the company, and the state of affairs, as recently revealed, of a large brewery com. pany, shows the desirability of such a privilege. It is impossible within the compass of an article to deal exhaustively with this wide subject. We propose therefore only to touch upon a few salient points of general interest with reference to mortgage debentures issued by companies registered under the Companies Act, 1862.

I. The Power of a Limited Company to borrow.

"

It is submitted, as the result of the cases, that a company formed under the Companies Act, 1862, has no inherent power to borrow money. It is true that in Re Patent File Company; Ex parte Birmingham Banking Company (6 Ch. App. 87), the following passages occur in the judgments of Lords Justices James and Mellish respectively: "The company is a body corporate, and by the law of England a hody corporate can hold pro. perty and dispose of it as freely as an individual unless it is specially prohibited from s› doing:" (Lord Justice James.) 'It was urged that no company can mortgage uuless expressly authorised to do so. Now, the company has property which it is authorised to deal with, and I should say that the true rule is just the contrary, namely, that the company can mortgage uuless expressly prohibited from doing so. The 43rd section of the Act appears to recogise the creation of mortgages as an ordin-ry incident to a company : (Lord Justice Mellish.) But, as observed by Lord Justice Cotton in Reg. v. Sir Charles Red (5 Q. B. Div. 486.), that was the case of a trad ng corporation which may have the power to borrow or to mortgage its property for the purpose of enabling it to carry on its trade. In Ashbury Railway Carriage and Iron Company v. Riche (33 L. T. Rep. N. S. 450; L. Rep. 7 H. of L. 653) it was decided that a company created a corporation under the Companies Act, 1862, is not thereby created a corporation with inherent common law rights. After referring to this point Lord Selborne said: "I think that contracts for objects and purposes foreign to or inconsistent with the memoraudum of association are ultra vires of the corporation itself. And it seems to me far more accurate to say that the inability of such companies to make such contracts rests on an original limitation and circumscription of their powers by the law and for the purposes of their incorporation, than that it depends upon some expressed or implied prohibition making acts unlawful which otherwise they would have had a legal capacity to do." The true rule appears to be that laid down by Lord Justice Cotton in Reg. v. Sir Charles Reed (sup.) in the following terms: "In our opinion the power of a corporation established for certain specified purposes must depend on what those purposes are, and, except so far as it has express powers given to it, it will have such powers only as are necessary for the purpose of enabling it in a reason. able and proper way to discharge the duties or fulfil the purposes for which it was constituted." Aud see Re Hamilton's Windsor Iron Works (39 L T. Rep. N. S. 658; 12 Cb. Div. 707.) If therefore the objects for which the company is established reuder it reasonably necessary that it should borrow mouey, the company will have power so to do. As a rule, no doubt, trading companies would have power to borrow. In practice the question does not very often arise, as it is usual to insert express power to borrow in the memorandum of association.

If the company have power to mortgage, theu comes the question whether the directors can exercise that power. They cannot do so unless authorised by the

articles of association. It is usual to give the directors express power of borrowing either under the head of powers of directors," or in an independent article under the head of "borrowing;" but a general power to the directors to do all such acts as the company is not by Aot of Parliament or the articles required to be done by the company in general meeting, is sufficient to authorise them to borrow: (see Australian Steam Clipper Company v. Mounsey, 31 L. T. Rep. O. S. 246; 4 K. & J. 733; 27 L. J. N. S. 729, Ch.) If the borrowing powers of the company itself are exceeded the company is not liable, as persons dealing with the company are bound to know that they have not necessarily any or an unrestricted power of borrowing: (see Chapleo v. Brunswick Building Society, 44 L. T. Rep. N. S. 449; 6 Q. B. Div. 713.) Bat if the borrowing powers of the directors only are exceeded, the company can ratify the transaction, and that without altering their articles of association: (see Irvine v. The Union Bank of Australia, 37 L. T. Rep. N. S. 177; 2 App. Cas. 366; Grant v. United Kingdom Switchback Railway Company, 40 Ch. Div. 135.) Under a general power of borrowing and of issuing debentures, debentures issued in discharge of an existing debt are valid (see Inns of Court Hotel Company, 6 Eq. 82.) It must now be taken as settled law that, given ample borrowing powers, a charge by a company upon all its property, both present and future, including uncalled capital, is valid: (see Panama, New Zealand, and Australian Royal Mail Company, 22 L. T. Rep. N. S. 424; 5 Ch. App. 318; Re Marine Mansions Company, 17 L. T. Rep. N. S. 50; 4 Eq. 601; The Phoenix Bessemer Steel Company, 44 L. J. N. S. 683, Ch; Tailby v. Official Receiver, 60 L. T. Rep. N. S. 162; 13 App. Cas. 523; Re Pyle Works Company, 62 L. T. Rep. N. S. 226; W. N. Jan. 13, 1890, p. 3, and on appeal, p. 77.) The usual form of mortgage debenture now in vogue is a charge upon all the property of the company both present and future, including (if so intended and authorised) its uncalled capital for the time being: (see Palmer's Companies Precedents, 4th edit. p. 391.) In Re Florence Land and Public Works Company; Ex parte Moor (10 Ch. Div. 530), a question was raised, but not decided, as to whether sect. 10 of the Judicature Act, 1875, had affected the power of companies to charge their afteracquired property as against the other creditors of the company. In an Irish case (Re Dublin Drapery Company; Ex parte Cox, 13 L. Rep. Ir. 174), it was held that a company could charge its after-acquired property, notwithstanding sect. 28 (1) of the Irish Judicature Act, which is similar to sect. 10 of the English Judicature Act, 1875.

II. The various Kinds of Mortgage Debentures. The three most usual forms are (1) mortgage debentures secured by trust deed; (2) mortgage debentures not so secured; and (3) mortgage debentures in part secured by a trust deed. Any of these, again, may be made payable to the registered holder or to bearer, or to A. B., his executors, administrators, or assigns. Trust deeds for securing debentures are not so common as they used to be, partly, no doubt, because the advantages of them are not very obvious, and partly because if they include chattels they must comply with the provisions of the Bills of Sale Act, 1882 (45 & 46 Vict. c. 43), on the ground that such a deed is not a debenture within the meaning of sect. 17 of that Act: (see Brocklehurst v. Railway Printing and Publishing Company, W. N., 1884, p. 70, and Ross v. Army and Navy Hotel Company, 34 Ch. Div. 53.) The fact that the trustees of the deed can enter and execute their powers without resort to an action in the Chancery Division is an advantage more apparent than real, as few trustees would incur the responsibility of putting in force the powers of such deed without the direction of the Court. Even when meetings of debenture-holders are intended to be held there seems no sufficient reason why provisions for that purpose should not be inserted in the conditions of the debentures themselves, and we have known cases in which that has been done : (and see Palmer's Companies Precedents, 4th edit. p. 382.)

A question of considerable doubt and difficulty has arisen with reference to the Bills of Sale Acts, viz., whether debentures charging personal chattels require to be registered thereunder. The Bills of Sale Acts of 1853 and 1878 applied to such debentures (see Re Marine Mansions Company (sup.) and Edwards v. Edwards, 34 L. T. Rep. N. S. 472; 2 Ch. Div. 297); but an unregistered bill of sale was good as against the liquidator (Re Marine Mansions Company), and also as against the company: (Davis v. Goodman, 42 L. T. Rep. N. S. 288; 5 C. P. Div. 128.) By sect. 8 of the Act of 1878 bills of sale were required to be registered within seven days and to set forth the consideration for which the same were given, otherwise they were to be void against trustees in bankruptcy and execution creditors. And by sect. 20 of the same Act chattels comprised in a duly registered bill of sale were not to be deemed to be in the order and disposition of the grantor of the bill of sale within the meaning of the Bankruptcy Act, 1869. The Act of 1882, which only applies to bills of sale by way of mortgage, required bills of sale to be in a prescribed form, and one not adapted to the debenture of a limited company. The same Act required bills of sale to be attested and registered thereunder, and to truly set forth the cousideration for which the same were given, otherwise such bills of sale were to be void. And by sect. 17, which has given rise to the difficulty, it was enacted as follows: "Nothing in this Act shall apply to any debentures issued by any mortage, loan, or other incorporated company, and secured upon the capital, stock, or goods, chattels and effects of such company.'

Now, if that section is to be read literally, it prevents the repeal of the 8th and 20th sections of the Act of 1878 so far as regards debentures, and thereby leaves them still liable to be registered thereunder. Mr. Palmer adopts this view in his work on Company Precedents, 4th edit. p. 386, and there seems to us to be much to commend it. Opinions in the Profession differ on the point, and it awaits judicial decision: (see the remarks of Mr. Chadwyck Healey in his work on Company Law and Practice, 2nd edit. p. 156). A question has also arisen as to what is a "debenture" within the meaning of sect. 17. In Edwards v. Blaina Furnace Company (57 L. T. Rep. N. S. 139; 36 Ch. Div. 215) Mr. Justice Chitty declined to put any narrow restricted interpretation upon the term; and in Levy v. Abercarris Slate and Slub Company (58 L. T. Rep. N. S. 218; 37 Ch. Div. 260), be followed his own decision. But in Topham v. Greenside Glazed Fire Brick Company (58 L. T. Rep. N. S. 274; 37 Ch. Div. 281) Mr. Justice North felt some difficulty in following Edmonds v. Blaina Furnace Company, on the ground that if a debenture trust deed (as decided in Brocklehurst v. Railway Printing and Publishing Company, and Ross v. Army and Navy Hotel Company, sup.), is not a debenture within sect. 17, it is difficult to see how an agreement which contains the material parts of a covering deed can be a debenture. He also points out other difficulties in sect. 17. It seems to be high time that a Bill of Sale Consolidation Act was passed.

Debentures to bearer are much rarer since the Customs and Inland Revenue Act, 1883 (48 & 49 Vict. c. 51, s. 21), which imposed an ud valorem stamp of 10s. per cent. on them; accordingly debentures to registered holder, which only require an ordinary mortgage stamp of 28. 61. per cent. have taken their place. The old form of debenture to A. B., his executors, administrators, and assigns, is now seldom used. Doubts have been expressed as to the validity of debentures to bearer, on the ground that an agreement can only be entered into with some definite person, named or sufficiently described. We do not, however, share these doubts. As a rule debentures are made floating securities, so as not to interfere with the company's ordinary business operations. A debenture of that kind will not prevent the company from giving specific charges upon portions of its assets in priority of the debentures, provided such specific charges are in the ordinary course of business, and for the purpose thereof: (see Wheatley v. Silkstone and Haigh Moor Coal Company, 52 L. T. Rep. N. S. 798; 29 Cu. Div. 715.) So strong is the rule that, where a