£280 borrowed from the plaintiffs for the purpose of paying a private debt of F. T. Robinson to the Helston bank. At the time of opening this account, Alexander Robinson informed the manager of the bank that considerable accommodation. would be wanted; and it was agreed between them that the bank should discount the ore-notes of the mine at £4 per cent. which was shortly afterward increased to £5 per cent. The account went on in this way for a considerable time, Alexander Robinson drawing money by checks signed, "For The Wheal Providence Adventurers. A. Robinson." Within a fortnight after the opening of the account, Alexander Robinson (holding, together with his son, as before observed, ninetynine or one hundred shares in the concern) applied for an advance of money for the purpose of making a dividend, which, he informs the bank, he deems expedient. He did not, however, at that time draw for the amount of his own and his son's dividends, but he did so shortly afterward, the bank paying his drafts without distinguishing on what account the money was drawn. Having thus obtained advances from the bank, part of which was applied to the purposes of the mine, and part to the private purposes of the Robinsons, in the result, the account, toward the close of 1845, became overdrawn to the extent of £3,658; and the two defendants being found to be shareholders this action was brought against them to recover that sum. The defendants had no notice that the dividends (three having been made in the whole) were paid out of borrowed money, nor had they any notice of the existence of the account with the plaintiffs until the balance was demanded of them, and then they at once repudiated it.

The case on the part of the plaintiffs was not very distinctly put, either at the trial or upon the argument of this rule. It did not very clearly appear whether they insisted. that the defendants were liable simply by reason of their being shareholders, or as being partners with the manager of the mine. In fact, the only difficulty in the case arises from the circumstance of our minds not having been sufliciently invited to the distinction.

The points urged on the argument were, first, misdirection; secondly, miscarriage of the jury.

The objection taken to the ruling of my brother Platt was,

that he told the jury that the defendants were not liab'e simpliciter, for money borrowed by a co-adventurer. In other words, that the mere fact of the defendants being shareholders in the mine did not give to a co-adventurer authority to pledge the credit of the defendants for money borrowed. The learned baron, however, adds, that such an authority may be implied from the surrounding circumstances; and he leaves it to the jury to say whether, the defendants being co-adventurers with Alexander Robinson, and he being manager, and having opened the account in the name of the concern, regard being had to all the evidence given on the part of the plaintiffs, any implication of authority necessarily arose for the borrowing of moneys essential to the well conducting of the adventure. The charge of misdirection applies itself only to the first part. What authority has been presented to the court of holding that one who becomes party to an adventure of this sort thereby gives authority to his co-adventurers to pledge his credit? In the case of ordinary trading par nerships, each member of the firm has equal authority with his copartners to deal according to the usual course of business. Hence it is that there is an implied authority in each, to a very considerable extent, to bind the firm by accepting bills and borrowing money. Is that the case with reference to mines? By no means; it is well known that all the co-adventurers in a mine do not assume an equal degree of authority, but that the management is invariably intrusted to certain of them. If it were held, as a principle of law, that any one of the co-adventurers, independently of management, had an implied authority to pledge the credit of the whole for a loan of money, would not that be inconsistent with the known usage in such cases? Who, if that were the law, would become party to such a scheme? If there be any such implied authority in one of the co-adventurers to bind the whole, such authority must result from the fact of his having the management of the concern intrusted to him, and not from the mere circumstance of his being one of the co-adventurers. Many of the remarks made in the course of the argument as to the supposed analogy between an association of this sort and an ordinary trading partnership, were founded upon an incorrect view of the subject. Though they have many

points of resemblance there are also many in which they very materially differ. The partners in an ordinary trading concern are supposed all to be equally in the management; it is not so, however, in the case of a mining adventure. The course that many judges have thought to be the right course was pursued here; for the learned baron told the jury that the circumstance of their being co-adventurers in the mine did not, of itself, authorize Robinson to borrow money upon the credit of the defendants; and he left it to them to say whether, regard being had to the nature of the concern and the course of dealing of the parties, Robinson had any implied authority for that purpose. Robinson's evidence distinctly negatived his having any express authority.

Many authorities have been referred to; but it is difficult. to understand whether they were relied upon in support of the objection to the ruling, or as impeaching the propriety of the verdict.

In Dickinson v. Valpy, 10 B. & C. 128, 5 M. & R. 126, a case which is deeply impressed upon my mind, from the circumstance of my having been counsel in the cause, and from its being one of the earliest cases in which I was concerned at the bar, one of the questions was, whether a co-adventurer in a mine was bound by the acceptance of bills by the directors? How was that question dealt with by the court? Lord Tenterden says: "I am of opinion that the mere circumstance of the defendant having become a shareholder in a mining company does not, in point of law, make him answerable for bills drawn or accepted by those who took upon themselves to manage the concern." Bayley, J., says: "In order to estab lish his liability, it ought to have been made out affirmatively, on the part of the plaintiff, that this was a company in which the directors were authorized to bind the other members by drawing and accepting bills. Now, upon that point, the only question which could be submitted to the jury was, whether companies instituted for similar purposes had constantly been in the habit of drawing and accepting bills; or whether it was absolutely necessary for the purpose of carrying on the concern that there should have been such a power. There was no evidence to warrant the judge in leaving those questions to the jury. First, there was no evidence for them that such

a power was usually vested in the directors of other companies, or that it was necessary for the purpose of carrying on such a concern. I think that such a power is not necessary for that purpose." And he afterward adds: "The directors may bind themselves personally, and pledge their own responsibility, but not that of the other members." Littledale, J., says: "In the case of an ordinary trading partnership, the law implies that one partner has authority to bind another by drawing and accepting bills, because the drawing and accepting of bills is necessary for the purposes of carrying on a trading part. nership; but it does not follow that it is necessary for the purpose of carrying on the business of a mining company." And the judgment of Park, J., is much to the same effect. The result of that case is, that, in an association for the working of mines, only such authority in one of the co-adventurers to pledge the credit of the rest will be implied by law, as is usual and necessary for the working of mines; and there is nothing in that case to impeach either the ruling or the verdict upon this occasion.

The next case is Tredwen v. Bourne, 6 M. & W. 461, where goods had been supplied on credit for the use of the mine, by order of the directors. The defendants there appeared to have interfered with the management of the concern, in such a manner as to show that they were cognizant of the fact of the business of the mines being carried on upon credit; and, therefore, it was left to the jury, not simply whether the defendants were liable by reason of their having been co-adventurers, but also whether they knew of the concern being carried on by the directors and those employed by them, in the manner it was; in which case, the jury were told, the defendants were liable; and upon the jury finding this question in the affirmative, they were held to be liable. I observe that Mr. Crowder, in the course of the argument in that case, states something that does not appear to have been in evidence here, but which I believe to be quite correct as regards mines that are worked upon what is called the costbook principle: "The business of a mine is carried on quite differently from that of an ordinary trading firm. Regular calls are made, as money is wanted for the purpose of the partnership, which are paid down; and the directors have

only authority to manage the concern with the funds so supplied, but not to pledge the credit of individual shareholders." Parke B., in the course of the argument, says: "The directors have authority to do all that it is usual to do in the management of mining companies." There is nothing there that is inconsistent with the position that the degree of authority is to be judged of by the nature of the concern, and the mode in which it has been carried on. In delivering his judgment, the same learned judge says: "The sole question was, whether there was evidence to go to the jury that the defendant gave authority to the directors to pledge his credit to the plaintiff. If the case had stood merely on the fact of his being a shareholder, I should have thought it was not sufficient." That is just what was said by my brother Platt on this occasion. As far as that case goes, therefore, it is a distinct authority in support of the present verdict.

The next case it is important to notice, is Hawtayne v. Bourne, 7 M. & W. 595. That was an action against a coadventurer in a mine, to recover a sum of money borrowed by the agent of the mine. It is an extremely important case, as showing in what manner and to what extent partners in mining adventures are held liable for contracts entered into on behalf of the concern. The debt, it appeared, was bona fide incurred in raising money for the payment of wages to the miners. Proceedings had been taken to enforce payment and the property of the mine had been seized and was about to be sold. The consequences of stopping the works would have. been very serious. The mine would, in all probability, have been filled with water, and much difficulty and expense would have been incurred on recommencing the working. In one sense, therefore, there clearly was an urgent necessity for 'paying these debts. Looking at the necessities of the moment, my brother Maule told the jury that, although under ordinary circumstances an agent could not, without express authority, borrow money in the name of his principal, so as to bind him, yet, if it became necessary to raise money in order to preserve the property of the principal, the law would imply an authority in the agent to do so, to the extent of that necessity; and he left it to them to say whether the pressure on the concern