objected to a change of sequestrator on the ground that the terms offered by Richardson & Co., were not so good as the existing arrangements, and that it was in the interest of the creditors to maintain Arbuthnot as sequestrator. The Court was not informed then, of the facts which we have learned in these proceedings.

We have, already, expressed during the discussion of this case our surprise and regret that the true state of the facts had not been laid before the Court, and we now repeat our feeling of dissatisfaction that so much which was material to the issue, was withheld from our cognizance. Within a few weeks of the judgment confirming Mr Arbuthnot as sequestrator, the sale by "Folle Enchère" at the instance of François took place. The sale had been fixed on the application of Mr Antony Colin, attorney, as acting for François, on the 29th of August 1864, but Mr De Mouhy, in his evidence, told us that the claim of François had been bought up by Maroussem, [the agent of Thomas, Lachambre & Co. in the Colony] who, he said, threatened to continue the "Folle Enchère." On the "Cahier des Charges there is no entry that the claim of François had been assigned, and the same attorney appeared on the day of the biddings without any intimation of a change, although undoubtedly the claim of François had then been purchased by Thomas, Lachambre & Co; and the Oriental Bank, for Madame Jamin, had arranged to purchase or had purchased it from the latter. Mr Hewetson, the attorney both for the Ceylon Company and Messrs. Thomas, Lachambre & Co. told us that these two companies had no competing interest in the matter. Indeed, that could not be, as Mr Hewetson received a sum of £500 from Madame Jamin, or at least from the Ceylon Company on account of Madame Jamin, to pay him for his joint services as attorney for. Thomas, Lachambre & Co. and the Ceylon Company, so that it is impossible the interests of his two clients could be in competition. Mr. Hewetson, indeed, informed us further in the box that he acted in the affair as "negotiorum gestor" rather than as attorney; this was an unfortunate illustration, as the "negotiorum gestio" is a quasi-contract where one acts without having special authority to do so. Probably, Mr. Hewetson meant that he acted as a financial agent rather than attorney. It is, of course, open to any one to act as an "agent d'affaires" who pays the special license for this branch of business, but these functions are quite incompatible with those of attorneys. An attorney of this Court cannot escape from his professional responsibility by styling himself in his own mind by some other designation for the moment; such a

doctrine would lead to the destruction of the profession of attorney altogether. We, accordingly, regard Mr Hewetson's action as that of attorney for his two clients already named. To return to the question of the interests of the parties under consideration, we further perceive that in the application made by Madame Bréard for a change of sequestrator, and when it was the interest both of Arbuthnot and Madame Jamin that no change should be made, it was Maroussem, the agent for Thomas, Lachambre & Co., who obligingly came forward with an affidavit on the occasion.

As the Ceylon Company was in accord with Thomas, Lachambre, & Co. and Madame Jamin was in accord with the Ceylon Company and the Oriental Bank, it perhaps mattered little whether the claim of François had been acquired in the one name or the other. If we are to believe the evidence, it was for a common interest.

It is true that Mr Hewetson in his evidence, and also Mr Leclézio and Mr de Mouhy, stated that Thomas, Lachambre & Co., wished themselves to become purchasers This does not seem to us quite consistent with the affidavit sworn by Maroussem, the agent of the Company, in the proceedings for the change of sequestrator. He then stated that the Estate was in such a condition that he would not even become sequestrator, and that his chief aim was to have the Estate sold, that he might get payment of his claims, and especially that Bréard should not be allowed to make any arrangements to hold the Estate.

If Mr Maroussem had been an old creditor of the property who had been kept for years, from getting payment by the action of Bréard, his desire to keep him out of the property could have been understood; but as he had only recently purchased the claims of Madame Hardy and of Mr Auguste Jamin for the sole purpose of having a finger in a pie whence he imagined there were some plums to be extracted, we cannot look upon his objections to Bréard in any other light than as adopted for a purpose. Moreover, if Maroussem had really wished to purchase the property, is it possible to believe that he would have sold his claims for £1000? The theory put forth by all the witnesses examined for Mrs Jamin on this point, viz: by de Mouhy, Hewetson & Leclézio, was that Thomas, Lachambre & Co. had purchased the claims of Hardy and Auguste Jamin because in the partition made on the occasion of the purchase by Bréard, a sum had been set apart to meet certain contested claims; and as Thomas, Lachambre & Co. considered these claims unfounded, they expected to have a share of the

money set apart. Law suits had actually begun to have these claims, or some of them, judicially determined, and in these law suits Thomas, Lachambre & Co. had entered themselves as defendants, and that consequently when they came to sell their claims to Madame Jamin they stipulated for a premium of £1000 at which they valued their chance of obtaining an addition to the rights of Hardy and Auguste Jamin. But these were not the only claims held by Thomas, Lachambre & Co. From a convention cutered into between that House, the Oriental Bank and Madame Jamin, on the 20th of October 1864, it will be found that Thomas, Lachambre & Co. were the holders of other claims on the Estate. The numbers mentioned in the convention refer to "l'état ci-annexé" but no statement is annexed. There is, however, among the papers a document which was admitted by Mr Leclézio to be, without doubt, a copy or the Draft, or the actual statement referred to, and that shows seven claims in all as in the possession of the House, including that of François who sued the "Folle Enchère. "

The contention at the Bar, on behalf of Madame Jamin, was that it was necessary for her to purchase these claims in order to have the chance of becoming a purchaser. Mr. Leclézio senior also gave evidence to the same effect. The explanation is that holding these claims, as they were privileged and in first rank, Madame Jamin could offer them as security to any capitalist who would lend her money But if this was a good reason for Madame Jamin, it was equally so for Messrs. Thomas, Lachambre & Co. if they wished to purchase, and the best of reasons why they should not have assigned them to a competing purchaser. They held such a position that they could easily thwart any one who had attempted to purchase "Savannah" on the "Folle Enchère". It is hard to believe, in these circumstances, that they wished to purchase at all, or if they had that they would have sold their rights for £1000; but we think the fact of Mr. Hewetson, continuing to act as agent both for them and for the Ceylon Company, who had already entered into arrangements for the agency, is conclusive that Thomas, Lachambre & Co. did not wish to become the purchasers, but were simply acting in accord with the Ceylon Company in bringing about such arrangements as would place the agency of the Estate wholly in their hands.

as it did not prevent the "Folle Enchère", and Madame Jamin purchased under the Folle Enchère," that reason was evidently not a valid one. He attempted to give the same explanations as Messrs. Hewetson and Leclézio gave subsequently, that the premium had been given because of the possible addition to the rights of Madame Hardy and Auguste Jamin by combating certain disputed claims; but he may be excused for not being very clear on this subject, as one of those very disputed claims was his own for $50,000 as an alleged part proprietor by verbal contract in the Estate "Savannah". He had begun his action for this sum on 26th April 1863, immediately after the sequestration of "Savannah ", and his attorney was Mr. Leclézio senior, who was also attorney for Madame Jamin. No defence was lodged for Madame Jamin, and, immediately after the property was bought by Madame Jamin, viz: on the 21st of October 1864, the action is marked as struck out.

The position of Mr de Mouhy was then a delicate one. In the arrangements with Thomas, Lachambre & Co., de Mouhy was acting as the mandatory and representative of Madame Jamin, who as one of the heirs Jamin had disputed his claim in the partition, and Thomas, Lachambre & Co. stipulated for a premium on account of the worthlessness of de Mouhy's claim. If de Mouhy, acting for Madame Jamin, refused to pay Thomas, Lachambre & Co. a premium on this head, that would be equivalent to saying that his own claim was good, and that the sum set apart in the partition would have to go to him and the others, and not to increase the rights of Mme Hardy and Auguste Jamin. On the other hand, to pay a premium would be to admit that his own claim was probably bad, and the sum set apart in the partition would, in all likelihood, go to increase the rights of the heirs.

If the position of Mr. de Mouhy was thus delicate, still more would have been that of Mr. Leclézio the attorney, had the claim of de Mouhy been at that time seriously disputed by his other client Madame Jamin. It is shewn however by the documents that the claim of de Mouhy had been already admitted by Madame Jamin. In the "transport" by the Oriental Bank to Madame Jamin of 13th October 1873 and in the first annex thereto, being the convention already referred to between Madame Jamin and the Bank on the occasion of her purchase of the property, it will be found that an act had been passed between de Mouhy and Madame Jamin of date 2nd May 1863, all mention of which, however, was carefully omitted from the Declaration which commenced de Mouhy's action where Madame Jamin was called as a Defen

dant, as if things had remained intact on the footing of the partition. This act was confirmed on the day of the sale. By it Madame Jamin remitted to de Mouhy the full and entire administration of the affairs of "Savannah", and he, in his turn, engaged not to call up the capital of his claim before five years, the interest being meantime paid. Moreover, Madame Jamin bound herself to the Bank and to de Mouhy not to disturb him in this administration during the time necessary to realize six crops. The other claim of de Mouhy in right of his wife, that of the heirs Lecudence, had been also arranged, as we find in the sums stipulated to be advanced after the sale by the Ceylon Company, the interest to the heirs Lecudenec is entered as one of the advances.

Mrs. Jamin having thus capitulated, Mr. Leclézio as her attorney, and Mr. de Mouly as her administrator were more free to act. And the former told us in his evidence that he advised the payment of the £1000 to Thomas, Lachambre & Co. This appears somewhat peculiar when by the completed arrangements with de Mouhy, the rights of Madame Hardy and Auguste Jamin could not be increased, those of de Mouhy and heirs Lecudenec having been recognized as valid. But we are disposed to think that these gentlemen did not act so illogically as they thus represented themselves to have done, and that, whatever particular shape the negotiation took, the bonification paid on these particular claims was really to assist in the general results of the negotiation.

It is only necessary, now, to allude to the position of the Ceylon Company and the Oriental Bank in these transactions. The former, by its convention with Madame Jamin of May 1863, had showed its desire to obtain the agency of the Estate; and, immediately on the sale, a convention was concluded with Madame Jamin by which they advanced large sums of money and undertook extensive responsibilities. The Bank likewise agreed to advance $73,000, stipulating as one of the conditions, in addition to those already mentioned, that Madame Jamin should pay the bills of Bréard and wife which were in their hands, in consequence of the failure of Bergsten, de Courson & Co. As the repayment of the sum so paid by Madame Jamin is disputed by Madame Bréard it may be as well to quote here the article which embodies that part of the agreement:

"Moyennant cette assistance Madame Ja"min s'engage à payer à la Banque Orientale "la somme de $56,700 montant en capital "des billets actuellement dus par Madame "Bréard à la dite banque suivant état ci

"annexé marqué A., plus celle de $1109.33

payée par la Banque Orientale à la Banque "Commerciale pour ses créances sur M. et "Mme. Bréard, ainsi que les frais faits et "honoraires encourus par la Banque Orien "tale comme créanciers de M. et Madame "Bréard, lesquels suivant état examiné marqué B., s'élèvent à la somme de £537.0.6 sans préjudice de tous autres frais que la Banque Orientale pourrait être appelée à "faire jusqu'à parfait paiement de toutes ses "créances pour la conservation tant de ses "droits que de ceux de Madame Jamin. '

6.

The "Folle Enchère" which resulted in the sale to Madame Jamin was begun by notices in February and April 1864; the action by Mr de Mouhy against Madame Jamin was begun on 24th April 1864. The certificate from the Master, previous to the sale, was taken out in August 1864, the application by Bréard to the Court for a change of sequestration was in September 1864, the sale by "Folle Enchère" after Thomas, Lachambre & Co. had acquired the rights of François in whose name it was prosecuted was of 20th October 1864, and the various conventions between Madame Jamin (acting by de Mouhy) the Bank, the Ceylon Company, and Thomas, Lachambre & Co., were of same date (20th October 1864) following upon arrangements, according to the evidence of Mr. Leclézio, and the nature of things, made during the previous month.

From all these facts we can come to no other conclusion than that the whole arrangements which led to the sale of "Savannah had for months been in progress between these parties, and that the leading object they had in view was to put Madame Bréard out and Madame Jamin in as proprietor of the Estate, with the view of obtaining subsidiary benefits to themselves; and that, notwithstanding the arrangement, sufficient for the interest of Madame Jamin, entered into by Bréard with Richardson & Co. and tendered to the Court.

The subsidiary benefits were to the Ceylon Company the continuance of the agency of the largest Estate in the Colony for a series of years, at a very high rate of remuneration, to the Oriental Bank the payment of Bréard's bills left on their hands by the failure of Bergsten, de Courson & Co., and their share in the business coming to the Ceylon Company; to de Mouhy the acknowledgment of his claim of $50,000, and the position of administrator of "Savannah " ; to Thomas, Lachambre & Co. the bonification for their services of £1,000.

The attornies, as we have already seen, were not forgotten. In addition to the sum

because he is regarded as a possessor in "malâ fide," and that he has to pay the difference between the price he offered and that obtained for the property, should the former be greater, as a punishment for his temerity in undertaking obligations which he could not fulfil. But viewing the facts as we do, we could not apply to Madame Bréard such results when we are of opinion that her possession was perfectly "bonâ fide ", and that the temerity in regard to the resale was not on her side. Moreover, the interest in this Colony is so high that the penalty comes in this case to be a very serious one, and in the view of equity, quite disproportionate to the relative position of parties.

The law requires also that the price on the purchase under the "Folle Enchère" shall be treated as the only sale price of the property, and all the rights and claims adjusted accordingly. But in this case Madame Bréard paid a deposit of $129,000 on the occasion of the purchase, which was used in payment of creditors, and also during her four years proprietorship paid off other claims which were treated of and adjusted in the deed of partition of 1863, which with its supplementary deed has been approved of by the Court. To apply the rule made with a view to ordinary cases of "Folle Enchère" would be to open up many questions which were closed by the earlier partition, and to interfere with the rights of others who are not before the Court, and with some who are only nominally before the Court, and have taken no part in these discussions.

The Notary has applied the ordinary rules of "Folle Enchère" to Madame Bréard, in charging her with the difference of price and interest on the price; but he has not taken Madame Jamin's price as the only sale price, nor regarded Bréard's purchase as completly null; on the contrary he has taken the first partition as his starting point, and the price of Bréard as a valid price legally partitioned.

While we are indisposed to lay upon Madame Bréard the penal consequences of a "Folle Enchère," we on the other hand perceive the difficulties which would arise by treating the price of Madame Jamin as the only sale price, and thus setting aside all the arrangement of the partition of 1863.

The same objection would apply were we to treat the four years' proprietorship of Bréard as a "bonâ fide" possession, simply requiring him to give an account of the fruits. This would involve additional difficulties from the fact that these questions have come before us in various shapes, and that in other cases Bréard has been treated as the person to whom an account of the sequestration up to 20th October 1864 should be made as the virtual owner up to that period.

After carefully considering all the methods which occurred to us calculated to do justice between the parties, we have come to the determination that looking at the sale to Madame Jamin as a final act as regard the property, that in a question of accounting beween Madame Bréard and herself it can only fairly be treated on such a footing as if it had been a sale, by which Madame Bréard was to be relieved by Madame Jamin of all the obligations in the deed of partition of 1863 and supplementary deed, with the addition of ranking Madame Bréard herself in her proper order as a creditor for her share of the succession calculated on the basis of the family compact of 1860. This necessarily implies that Madame Jamin shall have no claim on Madame Bréard for the bills paid to the Oriental Bank, because these liabilities were purchased by Madame Jamin as part of the arrangement which enabled her to turn Madame Breard out, and the latter when deprived of the Estate under the circumstances adverted to, having no means to pay the bills, it would be unjust to leave her under the crushing burden of the principal of these claims, some of which were bought up cheap, and the interest which even for the prescriptive period would be very heavy. Any recourse which Madame Jamin may have against other parties than Madame Bréard and her husband, is of course left open to her.

It will not be necessary to make any further provision in regard to the sum of $90,000 set apart in the first partition, as Madame Bréard will be ranked from the 20th October 1864 for her share of the succession on the footing of the family compact, with the interest from that date, but deducting therefrom any sums paid by Madame Jamin to Madame Bréard by way of donation or as an alimentary provision. All other subsidiary questions discussed before us will be found to be solved by this principle.

We, accordingly, direct Mr Baissac, the successor of Mr Sauzier, the notary who drew up the deed now under homologation, to prepare in place of the deed of rectification and "Etat des comptes" now submitted, a new deed supplementary to the partition of 1863 and relative amendment, in which effect shall be given to this judgment, and upon the new deed we shall hear parties if they desire it.

We will deal with the question of costs when the new deed is submitted, but we may say that we shall expect a very great reduction in the bills now before us, and that we cannot allow further costs to those attornies who have already obtained so large "honorarium for their services.