any part thereof respectively, or the proceeds, or any part of the proceeds of such security, for any purpose or to any person specified in such direction, misappropriates the same in violation of good faith and contrary to the terms of such direction, or

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(b.) who, being intrusted as such with any chattel or valuable security, or any power of attorney for the sale or transfer of any 2 stock, for safe custody or for any special purpose, and without any authority to sell, negotiate, transfer, or pledge the same, sells, negotiates, transfers, pledges, or misappropriates the same, or the proceeds of the same, or any part thereof, or the share or interest to which such power of attorney relates or any part thereof, in violation of good faith and contrary to the object or purpose for which it was intrusted to him, or

(c.) 3 who, being intrusted as such with the property of any other person for safe custody, with intent to defraud, sells, negotiates, transfers, pledges or misappropriates the same or any part thereof.

4 Clause (b.) does not extend

to an agent who disposes of a chattel, valuable security, or power of attorney according to unwritten instructions given to him, and subsequently misappropriates the proceeds thereof, unless (possibly) he is proved to have had an intention to misappropriate the proceeds at the time when he disposed of the chattel, valuable security, or power of attorney, nor

5 to a solicitor who being intrusted with money to lay out on mortgage for his client misappropriates it, unless it appears specifically that he was to keep it with him for safe custody until it could be so invested.

1 24 & 25 Vict. c. 96, s. 75.

2 Stock means "any share or interest in any public stock or fund, whether of the United Kingdom, or any part thereof, or of any foreign state, or in any stock or fund of any body corporate, company, and society."

24 & 25 Vict. c. 96, s. 76, S.

This seems to be the effect of K. v. Tatlock, 2 C. B. D. 157, and R. v. Cooper, L. R. 2 C. C. R. 123. In R. v. Tatlock the judges were not altogether unanimous. R. v. Newman, L. R. 8 Q. B. D. 706; R. v. Fullagar, L. R. 2 C. C. R. 123.

ARTICLE 346.

MISAPPROPRIATION UNDER POWER OF ATTORNEY.

1 Every one commits a misdemeanor who, being intrusted with any power of attorney for the sale or transfer of any property, fraudulently sells or transfers, or misappropriates the same, or any part thereof.

2

ARTICLE 347.

MISAPPROPRIATION BY FACTORS OR AGENTS.

Every factor or agent intrusted, for the purpose of sale or otherwise, with the possession of any 3 goods, or of any document of title to goods, commits a misdemeanor who, contrary to or without the authority of his principal and for the use or benefit of himself or any person other than the person by whom the goods were intrusted to him, and in violation of good faith,

(a.) * makes any consignment, deposit, transfer, or delivery of any goods or document of title so intrusted to him as and by way of a pledge, lien, or security for any money or valuable security thereon borrowed or received, or intended to be thereafter borrowed and received by him; or

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(b.) accepts any advance of any money or valuable

1 24 & 25 Vict. c. 96, s. 77, S.

2 Ibid. s. 78, S.

Any factor or agent intrusted as mentioned above, and possessed of any such document of title, whether derived immediately from the owner of such goods, or obtained by reason of such factor or agent having been intrusted with the posession of the goods, or of any other document of title thereto, is deemed to have been intrusted with the possession of the goods represented by such document of title (s. 79), S.

A factor or agent is deemed to be in possession of goods whether the same are in his actual custody or held by any other person subject to his control, or for him or on his behalf (s. 79).

A factor or agent in possession of such goods or documents is taken to have been intrusted therewith by the owner thereof unless the contrary is shewn (s. 79).

4 Every contract, pledging, or giving a lien upon such document of title is deemed to be a pledge of and lien upon the goods to which the same relates (s. 79).

Where any loan or advance is bonâ fide made to any such factor or agent on the faith of any contract or agreement in writing to consign, deposit, transfer, or

security on the faith of any contract or agreement to consign, deposit, transfer or deliver any such goods or document of title.

1 Provided, in each case, that the amount for which such goods or documents are made security in any of the ways aforesaid exceeds the amount justly due to such agent from his principal at the time when the security is given, together with the amount of any bill of exchange drawn by or on account of such principal and accepted by such factor or agent.

2

ARTICLE 348.

CLERKS, ETC., ASSISTING IN PROCURING ADVANCES.

Every clerk, or other person, who knowingly and wilfully acts and assists in making any 3 security, or accepting or procuring any advance mentioned in Article 347, commits a misdemeanor.

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ARTICLE 349.

FRAUDULENT TRUSTEES.

Every trustee of any property for the use or benefit, either wholly or partially, of some other person, or for any

deliver such goods or documents of title, and such goods or documents of title are actually received by the person making the loan or advance without notice of the factor's or agent's want of authority, the loan or advance is deemed to be made on the security of the goods, though the goods or documents of title are not actually received by the person making the advance till "the period subsequent thereto" (s. 79). The necessity for this explanation, which is taken from part of s. 79, is not very obvious, nor do I understand what particular period is referred to by the concluding words.

Any contract or agreement, whether made direct with such factor or agent, or with any clerk or other person on his behalf, is deemed to be a contract or agreement with such factor or agent (s. 79). Of course it is.

224 & 25 Vict. c. 96, s. 78, S.

3 "Any such consignment, deposit, transfer, or delivery."

5 "Trustee" means a trustee on some express trust created by some deed, will, or instrument in writing, and includes the heir or personal representative of any such trustee and any other person upon or to whom the duty of such trust has devolved or come, and also an executor and administrator, and an official manager asignee, liquidator, or other like officer acting under any present (6 Aug. 1861) or future Act of Parliament relating to joint stock companies, bankruptcy, or insolvency: 24 & 25 Vict. c. 96, s. 1.

public or charitable purpose, who with intent to defraud misappropriates the same, or otherwise disposes of or destroys such property or any part thereof, commits a misdemeanor.

A public purpose is such a purpose as would be recognized as public in a court of law, and not a purpose the execution of which is a matter of public importance.

Illustrations.

(1.) The trustees of a savings bank, which has printed rules, one of which directs the manner in which the funds are to be invested, are trustees on an express trust created by an instrument in writing, but not for a public purpose.

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(2.) The purposes of an institution exempted from liability to the poor-rate would be public.

ARTICLE 350.

FRAUDS BY DIRECTORS AND PUBLIC OFFICERS.

Every director or public officer of any body corporate or public company commits a misdemeanor who

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(a.) 3 fraudulently takes, or applies for his own use or benefit, or for any use or purposes other than the use or purposes of such body corporate or public company, any of the property of such body corporate or public company; or

(b.) as such receives or possesses himself of any of the property of such body corporate or public company, otherwise than in payment of a just debt and demand, and, with intent to defraud, omits to make, or to cause and direct to be made, a full and true entry thereof in the books and accounts of such body corporate or public company; or

(c.) 5 with intent to defraud, destroys, alters, mutilates or falsifies any book, paper, writing, or valuable security belonging to the body corporate or public company: or

makes or concurs in the making of any false entry; or omits or concurs in omitting any material particular in any book of account or other document; or

1 R. v. Fletcher, L. & C. 180.

2 R. v. Fletcher, L. & C. 203.

24 & 25 Vict. c. 96, s. 81, S.

4 Ibid. s. 82, S.

• Ibid. s. 83, S.

(d.) 1 makes, circulates or publishes, or concurs in making, circulating or publishing, any written statement or account which he knows to be false in any material particular with intent to deceive or defraud any member, shareholder, or creditor of such body corporate or public company;

or with intent to induce any person to become a shareholder or partner therein, or to intrust or advance any property to such body corporate or public company, or to enter into any security for the benefit thereof.

The offences defined in clauses (a.) and (c.) may be committed by members, and the offences defined in clauses (b.), (c.), and (d.) by managers of bodies corporate and public companies, as well as by the directors or public officers thereof.

ARTICLE 351.

RULE OF EVIDENCE.

2 No one is entitled to refuse to make a full and complete discovery by answer to any statement of claim for discovery, or to answer any question or interrogatory in any civil proceeding in any Court, or upon the hearing of any matter in bankruptcy, upon the ground that his doing so might tend to shew that he had committed any of the offences defined in Articles 345 to 350, both inclusive.

No one is liable to be convicted of any such misdemeanor by any evidence whatever in respect of any act done by him if he has at any time, previous to his being charged with such offence, 3 first disclosed such act on oath in consequence of any compulsory process of any Court which, in 1861, was a Court of either law or equity, in any action, suit, or proceeding bona fide instituted by any party aggrieved, or if he has first disclosed the same in any compulsory examination or deposition before any Court upon the hearing of any matter in bankruptcy or insolvency.

3

124 & 25 Vict. c. 96, s. 84, S.

2 Ibid. s. 85.

3 On this word, which was not in the earlier Act, 5 & 6 Vict. c. 39, s. 6, see R. v. Skeen, Bell, C. C. 97.