To charge a defendant (2.) upon a guarantee for the debt, or default of another; 3. Upon an agreement in consideration of marriage; 4. Upon any contract for the sale of lands or any interest therein. 5. Upon an agreement not to be performed within a year. (3 Exam. Chron. 21, 69.) By s. 17 a writing is required on the sale of goods of the value of £10, if there is no part-payment, part delivery, or earnest given. (Chit. Contr. 354, 7th ed.; I Exam. Chron. 123, 162; 2 id. 249, 250; 3 id. 21.)

IV. Is the construction of a written contract a question for the
Court or for the jury?

ANS.-The construction belongs to the Court, the jury first ascertaining the meaning of the words used, and the surrounding circumstances; the jury must take the construction from the Court. (Chit. Contr. p. 70, 7th ed.)

V. State cases in which an agent may sue in his own name. ANS.-He may sue, unless his principal elect to do so, where he has a beneficial interest in the contract, e. g., in respect of commission or otherwise, or where he has a special property in the subject of the contract, as in the case of a factor, carrier, auctioneer, &c. Also if he contracts in his own name for an undisclosed principal, or contracts by deed, in which latter case he alone can sue. (Com. Law Princ. 53, 61; 1 Exam. Chron. 101, 142.)

VI. Does the right of action vest in an executor from the time of the testator's death or from the time of his obtaining. probate?

ANS. From the death of the testator, inasmuch as he derives his authority not from the Court, but from the express appointment in the will, which comes into operation the moment the testator dies. (Chit. Contr. 250, 7th ed.; more fully, especially with reference to an administrator, Com. Law Princ. 38-42.)

VII. What is the general rule as to evidence to contradict or vary written contracts?

ANS.-Parol evidence is not admissible to vary or contradict a written contract, except to explain any latent ambiguity or words of mercantile or local usage or custom, &c. (Chit. Contr. p. 49, 7th ed.; F. Bk. 10, 169; 3 Exam. Chron. 289; 3 id. 65.)

CONVEYANCING-WILLIAMS'S REAL PROPERTY.

I. By what means may estates tail in copyholds be barred? ANS.-A legal estate tail is barred by a surrender entered on the Court rolls. An equitable estate tail may be barred by deed executed by the tenant in tail, the protector, if any, consenting, and enrolled

on the Court rolls within six months of its execution, or by surrender entered on the rolls. (2 Exam. Chron. 28, 147, 148; F. Bk. 184-186.)

II. On the sale of a freehold estate which has been in the ven

dor's family for several generations, are any and what covenants for title inserted in the conveyance to the purchaser ? ANS.-The vendor covenants as to the acts of himself and for all owners of the estate since the last purchase, that he had good right to convey, for quiet enjoyment, free from incumbrances, and for further assurance. (Will. R. P. 403.)

III. Conveyance to the use of A. and his heirs in trust for B. and his heirs, B. dies intestate and without heirs. To whom does the beneficial interest in the estate then belong? ANS.-The conveyance being not to A., but to the use of A., the Statute of Uses does not execute the use to B. (F. Bk. 177), and, therefore, B. has an equitable estate in fee, which does not escheat on failure of heirs. A., the trustee, is entitled to hold for his own benefit in fee, subject, however, to the payment of any debts of B. (Will. R. P. 150; Burgess v. Wheate, 1 Eden, 177; F. Bk. 160, 161.)

IV. What is the operative word used on a conveyance of real estate to vest such estate in the purchaser?

ANS.-"Grant" is the only word now absolutely necessary, though others are frequently used, such as "release and convey," and where a feme covert joins "dispose." The immediate freehold of land lies. now in grant. (F. Bk. 171.)

V. By bargain and sale duly enrolled, a fee simple estate is conveyed to A. and his heirs, to the use of B. and his heirs. In whom is the legal estate vested?

ANS. The legal estate vested in A. and his heirs, because the bargain and sale raises a use in favour of A., which is executed by the Statute of Uses, but the statute does not execute the further use to B., a use upon a use not being executable. (F. Bk. 177; 2 Exam. Chron. 117, No. VIII.)

VI. Does a devise in any and what case lapse by the death of the devisee in the testator's lifetime?

ANS. The devise lapses in all cases, except it is to a child of the testator, and such child dies leaving issue living at the death of the testator, and the estate is one not determinable on the death of the devisee. Also where the devise is of an estate tail, and the devisee dies leaving issue inheritable under the entail, and living at the death of the testator. (1 Vict. c. 26, ss. 32, 33; F. Bk. 189.)

VII. Give a short familiar illustration of the rule in Shelley's

case.

ANS.-By deed land is limited to A. for life, and, by the same deed, remainder to his heirs or the heirs of his body: A. takes under the rule an estate in fee simple or an estate tail in possession, as if the limitation has been direct to him and his heirs, or to him and the heirs of his body. (F. Bk. 150; 3 Law Tim., N.S., 649; 2 Exam. Chron. 117.)

BOOK-KEEPING.

I. What are the objects to be obtained by book-keeping? ANS.-To enable the person keeping them to ascertain with facility at any time the amount of his property and the amount of the debts owing to him and what he owes to his creditors.

II. State the names of the books which are essential to keeping accounts by single entry, also the entries to be made in each book?

ANS.-In single entry the day-book, cash-book, and ledger are the necessary books. The day-book is to enter the goods sold on credit; the cash-book for moneys received and paid; and the ledger is for the statement of the entries contained in the other books, being properly arranged and classified.

III. What is the difference between personal and impersonal accounts?

ANS.-The ledger accounts, in double entry, are designated according to their nature, either personal or impersonal, and are severally divided as follow, viz., stock, cash, bills receivable, bills payable, merchandise, accounts with particular persons, profit, and loss, and balance. So that, in fact, personal accounts are those kept in the ledger under the names of the persons who are dealt with, whilst impersonal accounts are the other entries not made to any customers or other individuals.

IV. and V. What is the difference between a balance sheet and profit and loss account? State the names and natures of the accounts constituting a profit and loss account.

ANS.-A balance sheet contains an entry of the accounts owing by and to the trader, also of his capital, bills, and goods on hand. The profit and loss account is for ascertaining the net profit or the loss, and is composed of the bad debts and discounts and the gross profit, as shown by the stock account: the object of this latter is to show whether the trader has been a loser or a gainer during the year: the former only shows the actual state of his affairs at the time it is made

out.

SERJEANTS-AT-LAW.

IN reference to what is stated ante, pp. 236, 238, as to serjeantsat-law not having patents of precedence having seats within the bar in term time, it may be stated that some remarks are made in the report as to the origin and precedence of those who are usually, but we believe erroneously, called "Queen's Counsel." These are, in truth, members of the Concilium Legale Regis, described by Lord Hale-a body of unknown antiquity, which includes the judges, though they have ceased to act since the revolution. Her Majesty's letters patent, authorising silk, are addressed "To our trusty and well-beloved" A. B., and constitute that favoured individual "one of our counsel, learned in the law," granting him "place, precedence, and pre-audience in our courts and elsewhere," but interdicting him from acting" against the Queen." Lord Bacon's patent is in this style. The degree of the coif, on the other hand, that of a puisne serjeant, indicates a popular functionary, who is to give legal advice and forensic aid to all, and to do, as the oath quaintly expresses it, according to the measure of his " cunning"- -a word which, in the Plantagenet times, had a respectable import, very different from its modern signification.

DEED NOT EXECUTED BY COVENANTEE.

COVENANTEE SUING ON A COVENANT IN A DEED NOT EXECUTED BY HIM.

The

IN the article on Composition or Trust Deeds, ante, p. 274, we referred to a decision by the present Lord Chancellor in the case of exparte Cockburn (10 Jur., N.S., 573; 33 Law Journ., Bankr., 17; 10 Law Tim., N.S., 252) where it would appear, from the language of the first report, that the L. C. considered that an unnamed covenantee cannot sue on a covenant in a deed which he has not executed. The words are :-"The creditors who have not executed the deed should not sue upon the covenant of the debtor. covenant is with the parties to the deed of the second and third parts, and as the deed is between parties, no person who is not a party could sue on the covenant." Nevertheless it is not for a moment to be supposed (though the words may seem to bear that interpretation) that so able a judge as the Lord Chancellor meant to lay it down as law that a covenantee cannot bring an action on a covenant contained in an indenture which he has not executed. If so, every solicitor who fails to procure the execution of a purchaser or mortgagee is guilty of

an act of the greatest negligence. It is evident, however, that what the Lord Chancellor meant to say was, that the creditors whose names are not mentioned in the schedules, though expressed to be made parties to the deed under the general description of creditors, could not really be regarded as parties to the instruments, in consequence of their not being made parties nominatim. That this was really the point appears clearly from the argument of Mr. Druce, the counsel for the dissentient creditors; but, with submission, it may be doubted whether the proposition, even when understood in this limited sense, is borne out by the authorities.

It is a well-known maxim of law that no person, independently of the stat. 8 & 9 Vict. c. 106, s. 5, can sue on a covenant inter partes who is not a party to the indenture, though it is otherwise in a deed poll. The question that really arose in exparte Cockburn was what constitutes a person a party to an indenture. None of the authorities cited by Mr. Druce bore on this question, as it could not be contended in any of the cases cited that the person whose right to sue was in question was made a party, either nominated or by any other description.

The objection that parol evidence cannot be admitted to explain a patent ambiguity or to show who are the parties to a written contract, is not more conclusive, as it is obvious that parol evidence must in every case be admissible to show the identity with the covenantee; and it would seem that parol evidence that the plaintiff was a creditor of the covenantor would be equally admissible. There is in fact no more ambiguity than there would be in a gift to a testator's daughter's husband. The observations of Lord Campbell, in delivering the judgment of the Court of Error, in the Sunderland Marine Insurance Company v. Kearney (20 L. J., Q. B., 421) bear upon this point. "Reliance," said his lordship, "was placed on the rule laid down in Green v. Horne (1 Salk. 197), that though covenant may be brought on a deed-poll, yet the party must be named in the deed. But it cannot be meant that his name of baptism and surname must necessarily be set out. If he be sufficiently designated in the deed, this must be enough to entitle him to sue for breach of covenant to pay money to the person so designated." It is true that this was the case of a covenant in a deed-poll; but as regards the admissibility of parol evidence, which is the point now in question, there can be no difference between a deed-poll and an indenture.

In Lush's Practice, after stating the rule, it is added, "the reason given is that the delivery, which is essential to the perfection of a deed, is not made to him (i.e., to the covenantee, who is no party). If it were in fact so, the evidence would not be admissible, as contradicting the language of the deed." And it is added, " in a deed