Estate.

Specific Performance-Misrepresentation. Powell, the vendor in this case, was the owner of large collieries in Wales, and after much negotiation agreed to sell them to Elliot and others for 450,000. The purchasers refused to complete, and the vendor filed his bill to compel specific performance; and the purchasers filed their bill to have the contract rescinded, on the ground of misrepresentation as to the cost of getting the coal.

The Vice-Chancellor James made a decree setting aside the contract, and the vendor appealed.

Sir R. Palmer, Q.C., Mellish, Q.C., Wickens, and II. A. Giffard, for the vendor.

Aug 3.

Executor-Preference of Creditors-Assignment of Testator's

This was an appeal from a decision of Vice-Chancellor Malins (ante, p. 5). The question in the suit was, whether the widow and executrix of the testator was justified in making an assignment by way of mortgage of all the testator's property to one creditor to the exclusion of the rest. The Vice-Chancellor directed the deed to be set aside, and the creditor appealed from the decision.

Glasse, Q.C., and Warner, for the appellant.

Osborne, Q.C., and Stevens, for the plaintiff.

THE LORD CHANCELLOR was of opinion that, as no fraud was proved, the executrix had full power to mortgage the assets of the testator to the creditor. The decree of the Vice Chancellor would, therefore, be reversed, and the bill dismissed with costs; the defendant undertaking to prove his debt, and account for the assets received, in a suit of Baker v. Rigden, which had been instituted for the administration of the estate. THE LORD JUSTICE JAMES concurred. Solicitors: Dubois; Young, Maples, & Co.

In re MANCHESTER AND LONDON ASSURANCE ASSOCIATION.

Policy-holder-Amalgamation of Company.

The petitioners in this case were the representatives of C. Bartlett, who had insured his life in the Manchester and London Assurance Association, which office had afterwards been amalga- | gamated with the Albert Life Assurance Company, and the petitioners sought to have the Manchester and London Association wound up. The Vice-Chancellor made an order accordingly, as reported (Law Rep. 9 Eq. 643), and the association appealed.

Sir R. Palmer, Q.C., Kay, Q.C., and Higgins, for the appellants.

Morgan, Q.C., A. Bailey, Cracknall, and Everitt, for other parties.

THE LORD CHANCELLOR thought that the insurer in this case had not made a fresh contract, and that the liability of the original association continued. The appeal was dismissed with

July 29.

In re INTERNATIONAL LIFE ASSURANCE COMPANY.
Ex parte WARNER.

Winding-up-Life Assurance Company-Proof for current Policy. This was an appeal from an order of Vice-Chancellor Malins (ante, p. 192), by which he had directed that the policy-holders should be admitted to prove for the amount of the premiums paid by them, with interest at 5 per cent., deducting the bonuses received by them.

Glasse, Q.C., and Higgins, for the official liquidator, who appealed.

Cotton, Q.C., and Everitt, for Warner, a policy-holder, said they would be content with the mode of assessment settled by the Lord Justice when Vice-Chancellor in the case of In re Albert Life Assurance Company, Bell's Case (Law Rep. 9 Eq. 706), namely, that the policy-holder should prove for the sums which would be required by a solvent life assurance office to be paid in order to give the policy-holder a policy of the same amount at the same premium.

THE LORD JUSTICE JAMES said that he had carefully considered the order in Bell's Case, and considered it was the most consistent with justice. He should, therefore, adhere to it in the present case.

Solicitors: J. Tucker; A. Beddall,

In re LONDON AND SCOTTISH MARINE INSURANCE COMPANY. Ex parte MACLURE.

Proof in Winding-up-Commission on unrealized Profits. This was an appeal from an order of the Master of the Rolls. In May, 1867, Mr. Maclure entered into an agreement with the above-named company to act as their underwriter and agent for five years from the 1st of February, 1867, for which he was to receive a salary of 5007. a year, and also commission at the rate of 10 per cent. on the profits of each year. In November, 1868, the company was wound up voluntarily, and Maclure now carried in a claim, not only for his salary till the 1st of February,

Bankruptcy Act, 1869, s. 130-Bankruptcy Repeal Act, 1869, s. 20 -Removal of Bankruptcy to another County Court-Jurisdiction.

This was an appeal from an order of the county court judge of Walsall, which the Chief Judge in Bankruptcy had refused to disturb, directing certain issues to be tried (ante, p. 160).

On the Bankruptcy Act, 1869, coming into operation, orders were made by the Lord Chancellor under s. 130, transferring the pending business in the district bankruptcy courts as to such parts of the business as could be performed by the registrars of the courts to such registrars, and as to the residue, to county courts specified in the orders. The county court in this case was the County Court of Newcastle. The creditors afterwards passed a resolution under the Bankruptcy Act, 1861, s. 109, for transferring the proceedings to the County Court at Walsall, and an order was made accordingly. The present appeal was brought on the ground that such transfer was unauthorized, and that the judge of the Walsall County Court had, therefore, no jurisdiction.

Jess 1, Q.C., Bagley, and W. W. Karslake, for the appeliant, C. K. Anderson.

De Gex, Q.C., and Reed, for the assignees.

THE LORD JUSTICE held that the power of the creditors under the Act of 1861 to obtain a transfer of the proceedings to the county court of any district was saved by the 20th section of the Repeal Act. The power given by the 130th section of the Bankruptcy Act, 1869, to the Lord Chancellor to allot the business was not intended to interfere with this power of the creditors, nor to attach the business inalienably to the courts to which it was so allotted, but only to make a present provision for the carrying on of the business attached to a court which was abolished. The 80th section of the Act of 1869, gave a similar power to the creditors as they had under the 109th section of the Act of 1861, and the 84th of the new Rules superseded the necessity of any formal order of transfer. The appeal was refused with costs.

Solicitors: Crowdy; Duignan.

M. R.

FINCH v. LANE.

July 25. Will-Construction-Contingent Gift-Executory Bequest. John Wise, the testator in the cause, by his will, dated the 4th of August, 1849, gave his real and residuary personal estate to his wife for life, and from and after her decease he gave the same to Mary Ann Houlton, her heirs, executors, administrators, and assigns absolutely, if she should be living at the death of his said wife; but in case the said Mary Ann Houlton should die during the lifetime of his said wife without leaving lawful issue her surviving, then the testator gave the said estate to other persons.

The testator died in 1852. Mary Ann Houlton married William Finch, and died in 1857, leaving one child, Arthur Finch, her surviving. The testator's widow died in 1865,

TAYLOR v. TAYLOR.

M. R. July 26. Executors of Shareholder in Joint Stock Company-Payment of Legacy-Subsequent Winding-up of Company-Liability for Calls. This was an application by the official liquidator of the Leeds Banking Company that the executors of a deceased shareholder might be ordered to pay in satisfaction of calls the amount of a legacy under their testator's will which they had paid to the legatee before the winding up of the company.

The testator died in 1863, and the assets were distributed and the legacy was paid while the bank was a going concern, without any fund being set aside to meet any contingent liabilities in respect of the shares. The shares held by the testator had not been disposed of when the bank was ordered to be wound up.

The question was, whether the executors were now liable again to pay the amount already paid by them to the legatee in order to make good the subsequent calls.

Southgate, Q.C., and Kekewich, for the official liquidator. Jessel, Q. C., G. N. Colt, and Phear, for the executors, contended that they could not now be made liable for a payment which the Court would have sanctioned if they had administered the estate under its direction.

THE MASTER OF THE ROLLS held that the executors were liable

to pay the sum in question.

Solicitors: Freshfields; Prior & Bigg.

M. R.

MORGAN . MALLESON.

July 28. Memorandum of Gift of Bond without Delivery-Implied Declaration of Trust.

In this case a summons was taken out by the Attorney-General in an administration suit on behalf of certain charities who were entitled to the residue of a testator's estate under his will, and the question was, whether the following memorandum, given by the testator in his lifetime, amounted to a declaration of trust:"I hereby give and make over to Dr. Morris an India bond (therein described), value 1000l., as some token for all his very kind attention to me during my illness. Witness my hand this 1st day of August, 1868. John Saunders."

(Signed)

The signature was attested by two witnesses, and the memorandum was handed to Morris. The India bond was in the possession of the testator, but was not delivered to Morris. There was no consideration. The testator died more than a year afterwards.

Wickens, for the Attorney-General, contended that the memorandum did not amount to a declaration of trust, and that the charities were entitled to the amount secured by the bond.

Jessel, Q.C., and Speed, for Dr. Morris, contended that he was entitled to the bond.

M. R.

In re ESTATES INVESTMENT COMPANY.
MCNEILL'S CASE.

July 28. Company-Winding-up--Contributory-Fraudulent ProspectusRepudiation of Shares.

The Estates Investment Company was registered under the Companies Act, 1862, on the 15th of April, 1865. Early in May the company issued a prospectus which has since been shewn to contain misrepresentations. On the 15th of May, McNeill applied for twenty-five shares on the faith of this prospectus, and duly paid a deposit on such application. On the 23rd of May he received notice that an allotment of the shares had been made to him. On the 30th of May a call, payable on the allotment, became due, but McNeill never paid it, and shortly afterwards he went to the office and informed the secretary that he repudiated the shares on the ground of the misrepresentations in the prospectus; and this repudiation he repeated at a public meeting of the shareholders on the 18th of July. The company never took any steps to enforce payment of the call, but they retained his name on the register of shareholders, and it remained thereon when the company was ordered to be wound up in March, 1867, and he was placed on the list of contributories. He now applied

to have his name removed.

Jessel, Q.C., and Everitt, in support of the application. Roxburgh, Q.C., and Higgins, for the official liquidator. THE MASTER OF THE ROLLS held that both McNeill and the company were bound by McNeill's repudiation of the shares, and that it was not necessary for him to take any steps to have his name removed from the list of shareholders while the company was a going concern; and, consequently, that his name must now

be removed from the list of contributories. Solicitors: Batt & Sons; II, Harris,

Agreement for Lease by a Corporation for 300 years-Part Performance by Lessee-Action of Ejectment by Lessors-Specific Performance.

Bill for specific performance.

The corporation of Seaford and the plaintiff were the owners of lands at that place. In January, 1860, the corporation, as shewn by the minutes of a general court, agreed to let to the plaintiff the frontage of "West Gun Field," with the flat part of the beach opposite (to be stumped out at the expense of the plaintiff), but the coach-road between was to be preserved at its width, also part of the "West Laine" at the back of the field was to be stumped out at the expense of the plaintiff, and he was to build a terrace in front of his field at his own expense. The cor10s. a year, he paying all costs. Certain members of the poration was to grant lease for 300 years to the plaintiff at corporation were appointed a committee to arrange with the plaintiff about the stumping. The terms were accepted by the plaintiff. The plaintiff and the committee met to stump out the corporation land, and the plaintiff afterwards did it, and entered erected a sea-wall and completed the terrace at a great expense, into possession and paid rent to the corporation. The plaintiff and no objection was made by the corporation. In July, 1864, the plaintiff received a notice to quit, and deliver up the frontage land which he held as tenant, on the ground that he had not adhered to the terms of agreement; and, after a long correspondence between the solicitors of the parties, the plaintiff, in October, 1869, was sued in ejectment in the county court. This bill was, in November, 1869, filed for the above purpose, and for an injunction. The defence was, that the plaintiff had included within the land stumped more land than he was entitled to. Dickinson, Q.C. (Pontifex with him), for the plaintiff, after stating the facts, was stopped.

conceived; it is founded upon an imperfect contract; the plainGreene, Q.C., and Waller, for the defendants:-The bill is mistiff has included property which was intended for the public use, and having regard to the lapse of time, and that the suit affects corporation property, he cannot have specific performance.

THE VICE-CHANCELLOR declared that the plaintiff was entitled to a decree for specific performance of the agreement of January, 1860, and ordered the defendants to execute a lease of the land which had been in the plaintiff's occupation since that time, and Solicitors: Geo. Brown; Palmer, Palmer, & Bull, agents for to pay the costs of the suit. Gell & Woolley, Lewes, Sussex.

summons.

The question was now brought before the Court on adjourned Chapman Barber, and Dauney, for the claimant, contended that the question was not whether damage had been done to the reversion, but whether the reversioner was entitled to have the timber preserved as being ornamental.

Sir R. Baggallay, Q.C., Jessel, Q. C., Charles Hall, and Pemberton, for the parties to the suit, were not called upon.

THE MASTER OF THE ROLLS said, that if Mr. Hastings had applied for an injunction he would have been entitled to have the timber preserved; but he chose to take no step during the lifetime of the marquis, and now claimed damages. That being so, the question was whether he had suffered any damage, and His Lordship being of opinion that he had not, dismissed the

summons.

Solicitors: Austen, De Gex, & Harding; Barlow, Bowling, & Williams; Blake & Harris,

July 22.

In re PATENT FILE COMPANY. In re BIRMINGHAM BANKING COMPANY. Winding-up-Mortgage by Directors to their Bankers to secure

Antecedent Debt.

The Patent File Company, Limited, was indebted to the Birmingham Banking Company and to other creditors, and required further accommodation, but the banking company refused to afford it without security, and thereupon the directors of the Patent File Company mortgaged all the property of the company to the banking company to secure the amount due. The Patent File Company was afterwards ordered to be wound up.

Dickinson, Q.C., and A. Smith, for the banking company. Hardy, Q.C., and Waller, for the Patent File Company's summons to set the transaction aside, submitted that the directors of a limited company could not, unless they were authorized to do so by the deed of settlement, give a security upon the property of the company for an existing or antecedent debt. The directors were mere agents of the company to do those things which the deed of settlement authorized them to do, and, therefore, their act in giving this mortgage was void.

THE VICE-CHANCELLOR said he did not entertain any doubt, this being the case of traders borrowing from their bankers, that