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النشر الإلكتروني
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up the deed as an act of bankruptcy. A creditor so estopped cannot set up the circular convening the meeting of creditors as a notice of intention to suspend payment, if the circular formed part of the scheme. (Re Woodroff; Ex parte Woodroff.) ...page 502 Legacy-Forfeiture - Domicil.- The interest of a fund was given to a legatee for life, or until he should become "bankrupt," or do or suffer something whereby the same become "yested in or payable to some other person. The legatee, being a domiciled Englishman, was adjudicated bankrupt in New Zealand on a creditor's petition. Held, that the interest was not forfeited by the colonial bankruptcy. (Re Hayward; Hayward v. Hayward.)... Practice-Receiving order granted on appeal-Date of. When a receiving order is granted on appeal, it is dated as if it had been made on the date of the application to the court below. (Re Raatz; Ex parte Carlhian.) Principal and surety--Joint and several promissory note-Payment at maturity by surety-Right of surety to prove for interest on the amount paidMercantile Law Amendment Act 1856 (19 & 20 Vict. c. 97), s. 5.-A claim for interest on the amount of a joint and several promissory note paid by a surety at maturity is a claim on an instrument in writing, viz., on the promissory note, within the meaning of rule 20 of the rules of the 2nd schedule of the Bankruptcy Act 1883, which embodies the provisions of sect. 28 of the Civil Procedure Act 1833. (Re Evans; Ex parte Davies.) 530 Refusal to make receiving order-Costs likely to absorb the assets.-The fact that the costs will probably absorb the assets is not a sufficient cause for refusing a receiving order. (Re Jubb; Ex parte Barman.) Retired officer of the army-Half-pay or pensionAppropriation to creditors. A colonel in the army having voluntarily retired, received a "gratuity or retired pay under Article 1057 of the Royal Warrant (Pay and Promotion) of 1887. Under other articles of the same Warrant he was liable to be recalled to serve in case of emergency. He was subsequently adjudicated a bankrupt. Held, that, under sub-sect. 2 of sect. 53 of the Bankruptcy Act 1883, the court had jurisdiction to make such order as it thought just for the payment of part of such " gratuity or retired pay to his trustee in bankruptcy for the benefit of his creditors. (Re Ward; Ex parte Ward.) Sale to a partner of a member of the committee of inspection-Rule 316 of the Bankruptcy Rules 1886.-Rule 316 of the Bankruptcy Rules 1886 has no application to the sale to a partner of a member of the committee of inspection, in which the member of the committee takes no interest directly or indirectly. (Re Gallard; Ex parte Gallard.)

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Scheme of arrangement-Composition on unsecured debts-Due payment in full of composition secured by promissory notes-Over valuation of security by secured creditor.-The debtor's estate was vested in the trustees under a scheme of arrangement approved by the court under the Bankruptcy Act 1890 (53 & 54 Vict. c. 71), s. 3. The net proceeds were to be applied in payment of (1) the expenses, (2) the preferential debts, (3) of a composition of 78. 6d. in the pound on the unsecured debts in three instalments. The payment in full of the instalments at their respective dates was further secured by the joint and several promissory notes of the trustees. The applicant, who was a creditor, had made no claim for a year, and then had over-valued his security. Held, (1) that he was entitled to revalue his security, and prove for the balance; (2) that the trustees having entered into no contract apart from the promissory notes, he was not entitled to payment in full of the composition. (Re Morter; Ex parte Nichols.) 532 Settlement of damages awarded to husband in the Divorce Court-Settlement approved by the court

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-Interest of husband determinable on bankruptcy -Intention to defeat creditors.-Damages obtained by the debtor in the Divorce Court were settled with the approval of the court. The settlement subject to a life interest to the wife gave a life interest to the debtor determinable on bankruptcy. On a motion by the trustee in bankruptcy for a declaration that this limitation was void as against him. Held, that the case did not come within the principle of Higginbotham v. Holme (19 Ves. 88), as the damages were not the property of the debtor, who had no control over the form of the settlement, and could not have intended to defeat his creditors. (Ex parte Stephenson; Brown v. Stephenson.) ...page 328 Suspension of debt by giving bill of exchange-Act of bankruptcy during currency of bill-Proof that petitioning creditor was the holder at the date of presentation of petition-Petitioning creditor's debt.-Where a creditor is the holder of an acceptance of the debtor, the commission of an act of bankruptcy by the debtor determines the period of credit given by the acceptance, and the creditor for the purpose of presenting a bankruptcy petition is entitled to treat the acceptance as dishonoured, and can present a petition based on the original debt. The affidavit of verification ought to mention the existence of the acceptance, and to state that the petitioning creditor is the holder. But where the affidavit swore to the existence of the original debt, and the acceptance was produced at the hearing of the petition, it was held that there was sufficient evidence that at the date of the presentation of the petition the petitioning creditor was the holder of the acceptance. (Re Raatz; Ex parte Raatz.) Suspension of discharge-Exercise of discretionRight to review.-Suspension of discharge for five years is a severe sentence which should be reserved for very bad cases. (Re Swabey; Ex parte Swabey.) 534 Voluntary conveyance to make good breaches of trust-Revocable mandate-Motive of debtorFraudulent preference Evidence - Notes of bankrupt's public examination-Deposit of share certificates in box-Memorandum of depositAppropriation.-A trustee, who had misappropriated trust funds, by a deed executed two days before a receiving order was made against him, conveyed an estate upon trust to raise money thereon, which was to be applied in making good the breaches of trust committed by him in respect of the trust estates mentioned in the deed. He executed this deed with the object of shielding himself as far as possible from liability to any proceedings to which he might be exposed by reason of the breaches of trust referred to in the deed. The execution of the deed was not communicated to the cestuis que trust. Held, that the deed was not a revocable mandate, and that it was binding on the trustee in bankruptcy of the grantor. Held also, that the deed was not a fraudulent preference within sect. 48 of the Bankruptcy Act 1883. The trustee in bankruptcy having made an application to the court that the answers made by the bankrupt upon his public examination should be allowed to be read for the purpose of showing the bankrupt's object in executing the deed: Held, that the answers would not affect the question of the bankrupt's true object in executing the deed, and that, in the exercise of the discretion of the court, they should not be read. The bankrupt, a few weeks before the receiving order was made against him, deposited in a box certain share certificates with memoranda that the certificates were there deposited as security for money due by him to certain trust estates. The box remained in bankrupt's control, and the fact of the deposit was not communicated to the cestuis que trust. Held, that there was a valid appropriation of the ertificates for the purposes mentioned in the memoranda. (The Trustee of the Property of New, Prance, and Garrard v. Hunting and others.) 196, 742

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BETTING.

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Payment of lost bets in public-house-Bets made elsewhere" Using house for purpose of betting Knowingly with persons resorting thereto 23 house to be so used.-The mere permitting payment of debts which have already been lost is not "betting" within the meaning of the Betting Act 1853; and consequently, the habitual user by a professional bookmaker of the bar of a publichouse for the purpose of meeting and paying to customers bets which had previously been made elsewhere and lost by him, is not a user of the place for the purpose of betting with persons resorting thereto" within the meaning of sect. 3 of the Act; and neither the bookmaker nor the licensee of the premises, who knowingly permits his house to be so used, can be convicted under the section. (Bradford (Commissioner of Police), app., v. Dawson and Parker, resps.)

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BILL OF SALE. Specific description-" Plant "-Substitution-Cabhorses-Bills of Sale Act 1878 Amendment Act 1882. Cab-horses are not plant within the meaning of sect. 6, sub-sect. 2, of the Bills (The London and Eastern of Sale Act 1882. Counties Loan and Discount Company Limited v. 87, 612 Creasey.)

Validity-Registration-Defeasance-The Bills of Sale Act 1878-Landlord and Tenant-Contract to purchase reversion-Distress for rent.-A bill of sale was given to secure repayment of £140 at the expiration of one month. At the same time the grantor of the bill of sale gave to the grantee a mortgage to secure repayment of £440, which included the £140, and covenanted to pay the same on demand. Held, that the covenant in the mortgage was a defeasance of the bill of sale within the meaning of sect. 10 of the Bills of Sale Act 1878. A lease is not determined at law by a contract by the lessee to purchase the reversion; but, in equity, the landlord's right to distrain is suspended pending completion of the contract, so long as the contract is subsisting and enforceable by action for specific performance; if, however, the contract is released or abandoned, or the lessee by unreasonable delay loses his right to specific performance, the landlord may then distrain. (Ellis v. Wright and others.)

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BOROUGH FUNDS.

Chief constable respondent in licensing appealsPower to pay costs-Municipal Corporation Act 1882. On the 13th Aug. the watch committee resolved to authorise the chief constable to obtain legal assistance at the licensing sessions. On the 21st Aug. the council passed a like resolution. The chief constable successfully opposed some licensees, five of whom appealed to quarter sessions. On the 10th Oct. the watch committee, having taken the opinion of counsel, refused to authorise the chief constable to act as respondent. On the 15th Oct. the council resolved to allow him to so act, and to pay his costs. When the appeals came on he appeared and opposed them, and they were dismissed with costs. The amount recovered on taxation was 1321. 58. less than he had to pay. On the 19th Nov. the watch committee resolved to pay these costs. This aetion was brought by the plaintiffs as ratepayers to restrain this payment. Held, that, under these circumstances, there was no right to use the borough funds for this purpose, for one watch committee has no power to apply to the council to pay certain moneys which a former watch committee has said ought not to be paid. Semble, that in certain cases a watch committee may have power to incur legal expenses in connection with the opposition to licences either at brewster or quarter sessions. (The Attorney-General, on the relation of the Newcastle Breweries Limited, and the v. The Mayor, Newcastle Breweries Limited Aldermen, and Burgesses of the Borough of Tynemouth.)

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BUILDING CONTRACT. Construction-Power to building owner to order extras-Penalties for delay in completion of works -Delay caused by extras-Clause that additions to works should not vitiate the contract. - A building contract provided for the execution of certain specified works and of any additional works that might be ordered by the building owner. The whole of the works were to be completed by a specified date under certain penalties, as liquidated damages, for delay beyond that date. There was also a provision that the additional works should not vitiate the contract. The building owner subsequently ordered additional works, with the necessary result that the builder was unable to complete by the stipulated date. Held, that, upon the true construction of the contract, the builder had not bound himself to complete both the specified and the additional works by the stipulated date; and that, by ordering additional works which rendered impossible the completion of the specified works by the stipulated date, the building owner had deprived himself of the right to claim the penalties provided for in the contract. (Dodd v. Churton.)

CANAL COMPANY.

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Mines under and near canal-Subjacent coalAdjacent coal-Liability under special Act-Right to support-Undertaking by public body.-A canal company was incorporated by a special Act which contained the usual clauses, reserving to the owners of land taken for the canal the mines and minerals thereunder, with power to work them "not thereby injuring, prejudicing, or obstructing" the canal and works; and giving a right to the canal company to treat for the purchase of such coals and minerals as might be under" the canal and works and which might be thonght proper to be left for the security or preservation thereof; and failing agreement between the parties, it was provided that the compensation should be assessed by a jury. The plaintiffs were the owners of coal mines lying under the canal, and also under adjacent lands. Held, that they were under no statutory liability towards the canal with respect to adjacent coal, and might work it, notwithstanding any danger or damage to the canal; and that on the defendants giving an undertaking to release the plaintiffs from their statutory liability with respect to the subjacent coal, and themselves to make good any damage, the plaintiffs were not entitled to compensation. (New Moss Colliery Company v. Manchester, Sheffield, and Lincolnshire Railway Company.)

CHARITY. Mortmain-Impure personalty-Metropolitan Board of Works (Loans) Act 1869.-Metropolitan Board of Works Consolidated Stock being charged on land is impure personalty within the Mortmain Acts. (Re Crossley; Birrell v. Greenhough.) Will-Bequest for or towards the purchase of advowsons or presentations.-A testator gave so much of his residuary estate as should be applicable to charitable purposes to special trustees, upon the trust to invest the same and "apply the income or any part of the capital in grants for or towards the purchase of advowsons or presentations, or in erecting or contributing to the erection, improvement, or endowment of churches, chapels, or schools, or in paying or contributing

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SUBJECTS OF CASES.

to the salaries or income of incumbents or masters or teachers," but upon certain conditions specified, none of which applied in terms to the first objects named, and which were in effect that only such churches and chapels wherein the service should be conducted upon the principles of the Church of England distinguished as Evangelical, and only such persons professing such principles, should be aided; and the testator directed that so much of his residuary estate as should not be legally applicable for charitable purposes should be held by his general trustees upon trust for his nieces. Held, that on the true construction of the whole will the testator had expressed an intention to devote his residuary estate to the advancement of religion by promoting Evangelical doctrines, and that the advowsons or presentations were to be purchased for that purpose; that this was a charitable purpose, and the gift was valid. (Re Hunter; Hood v. AttorneyGeneral.)... ...page 386, 725

CHARITY COMMISSION.

Scheme under Endowed Schools Acts Recommendation of woman as almoner-Refusal to accept nomination-Mandamus-Jurisdiction of Charity Commissioners-Endowed Schools Act 1869.-A scheme for the administration of Christ's Hospital made by the Charity Commissioners under the Endowed Schools Act 1869, provided that the administration should be vested in a council of almoners of whom six should be recommended to the governors by the School Board for London, and clause 143 of the scheme provided that, any question affecting the regularity or validity of any proceeding under this scheme shall be determined conclusively by the Charity Commissioners." The school board duly recommended a woman to be appointed as almoner, but the governors of the hospital refused to accept the nomination, upon the ground that the person recommended was a woman, and was therefore disqualified, and upon appeal to the Charity Commissioners they refused to decide the question under clause 143. Upon an application for a mandamus to the Charity Commissioners to compel them to decide the question: Held, that a mandamus ought not to be granted; by Wright and Bruce, JJ. on the ground that there was another more convenient remedy given by sect. 28 of the Charitable Trusts Act 1853, and that, therefore, in the exercise of their discretion, they ought to refuse the writ; and also by Wright, J. on the ground that the question was not a question affecting the regularity or validity of any proceeding under the scheme within clause 143. (Reg. . The Charity Commissioners for England and Wales.)

CHARTER-PARTY. Bill of lading-Damage to cargo-Deviation.— By a charter-party the defendants' steamship was to proceed to Marianople and there load a full and complete cargo of wheat, and proceed therewith to a safe port in the United Kingdom, or on the Continent between Havre and Hamburg, as ordered at Gibraltar; and, in the event of frost and to avoid being frozen in, the master to be at liberty to leave with part cargo and to fill up for steamer's benefit at any open Black Sea, Azof, or Mediterranean port, for United Kingdom, Continent, or Mediterranean; but in case of leaving with part cargo the steamer shall complete the voyage as if a full cargo had been loaded." To avoid being frozen in the master left Marianople with a part cargo of wheat, shipped under a bill of lading incorporating the conditions and exceptions of the charter-party. At Novorossisk he filled up with linseed for delivery at King's Lynn for steamer's benefit, and then sailed for Gibraltar, where he received orders from the consignee of the wheat to proceed to Cardiff. Instead of proceeding direct to Cardiff the master took the ship to King's Lynn

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COLONIAL LAW. Canada, law of-British North America Act 1867 (30 Vict. c. 3), s. 92, sub-sects. 2 and 9-Direct taxation-Brewers' and distillers' licences.-A uniform licence fee imposed upon all brewers and distillers within the province is direct taxation" within the meaning of sect. 92, sub-sect. 2, of the British North America Act 1867. Such licence is within sub-sect. 9 of the abovementioned section of the Act. (The Brewers and Maltsters Association of Ontario v. The AttorneyGeneral for Ontario.)

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Cape Colony, law of-Pondoland Annexation Act 1894 (No. 5 of 1894), s. 2-Powers of GovernorProclamation-Legislative powers-Power to set aside criminal procedure.-An Act of a Colonial Legislature annexed certain territories to the colony, and provided that such territories should be subject to such laws, statutes, and ordinances as have already been proclaimed by the High Commissioner, and such as, after the annexation to the colony, the Governor shall from time to time by proclamation declare to be in force in such territories." The Governor, by proclamation, ordered the arrest and imprisonment, without trial, of a native chief, whose presence in the annexed territory was declared to be dangerous to public safety and good order, and likely to lead to disturbance of the public peace. Held, that the intention of the section was to authorise the Governor to transplant into the newly annexed territories, and enact their laws, statutes, and ordinances already existing in other parts of the colony, and not to give him power to make news laws, and that the proclamation was ultra vires. (Sprigg v. Sigcau.)

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Ceylon, law of-Construction of will-Fidei commissum-Survivorship-Ordinance No. 21 of 1844, No. 10 of 1863, and No. 7 of 1871.-Where a will gave the whole of one moiety of the estate to three persons, grandchildren of the testator, jointly, with benefit of survivorship and substitution of their descendants as fidei commissum: Held, that it created one fidei commissum only, and that the heir-at-law of a great-grandchild deceased, not being in the direct line of descent from the testator, had no title so long as any person was in existence who could show a title either as an institute or a substitute under the provisions of the will. The Ordinances No. 21 of 1844, No. 10 of 1863, and No. 7 of 1871, do not alter the law of fidei commissum. (Hamini and others v. Tillekeratne.)

Honduras, Law of British-Title to land-Registered title-Adverse possession-Limitation-Consolidated Laws of 1887, c. 19, ss. 5 and 6; c. 106, s. 30.-Twenty years' adverse possession of land, commencing after the registration of the title of a registered owner under the Honduras Lands Titles Acts, will establish a title adverse to such registered owner. (The Belize Estate and Produce Company v. Quilter.)

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New South Wales, law of-Sale of mortgaged stock without consent of mortgagee-Indictable offence -Intent to defraud-Malicious prosecution.-By the provisions of the New South Wales Act 11 Vict. No. 4, 8. 7, any person who has given a mortgage of sheep or cattle under the Act, and afterwards, without the consent in writing of the mortgagee, sells or disposes of such sheep or cattle shall be guilty of an indictable misdemeanour. Held, that an intent to defraud was

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Highway authority-Right to take gravel from common for repair of highways-Jurisdiction of justices to refuse order for taking gravel.-Under sect. 20 of the Commons Act 1876, if the persons who have the regulation or management of the common withhold their consent to the surveyor of highways taking gravel, stones, or other materials from the common for the repair of the roads in the parish, the justices in petty sessions have jurisdiction either to refuse or make the order for the taking of such gravel, if in their discretion they think fit to do so, but they are not compelled under the section to make the order. (The Conservators of Hayes Common, apps., v. The Bromley Rural District Council, resps.)

COMPANY.

Articles of association-Meeting-AdjournmentPowers of chairman.-One of the articles of association of a limited company provided that, "The chairman may, with the consent of the members present at any meeting, adjourn the same." Held, that the chairman was not bound to adjourn a meeting, even though a majority of those present desired it and that a resolution carried at such meeting after the chairman had rejected a motion, duly proposed and seconded, for adjournment was valid and effectual. (Salisbury Gold Mining Company . Hathorn and others.)

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Reduction of capital-Different classes of shareholders Alteration of voting Voting powers. - J. C. Limited, which had power by its articles of association to reduce its capital, and for a majority of the holders of any class of its shares to consent to any scheme for reduction affecting prejudicially their class of shares, and to pass resolutions binding upon all the holders of the shares of the class, duly passed such resolutions for reduction, and also passed a resolution, in view of a subsequent subdivision of capital, altering the voting powers so as to correspond with this subdivision. This alteration of the articles would admittedly diminish the voting powers of the class of ordinary shareholders. Held, that the court had, notwithstanding this, power to confirm the reduction of capital. (Re James Colmer Limited.)

Board of Trade-Inspector-Examination of affairs of company-Prohibition.-An examination into the affairs of a joint-stock company by an inspector appointed by the Board of Trade under sect. 56 of the Companies Act 1862 is not a proceeding of such a nature that prohibition can lie in respect of it either to the Board of Trade or to the inspector. (Re The Grosvenor and West-end Railway Terminus Hotel Company Limited)...

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Contributory-Certificate that shares were fully paid up--Estoppel.-The appellant lent money to a limited company upon the security of a promissory note on the terms that the company should give him fully paid-up shares as a collateral security. The company handed to him certificates for shares which stated on the face of them that the appellant was the registered holder, and that the shares were fully paid up. matter of fact the shares were shares which had never been allotted, and nothing had been paid on them. The company was ordered to be wound-up, and the appellint was plac d on the list of contributories. Held, that the company estopped from denying that the shares were fully paid up, and that the appellant could not be made liable as a cont.ibatory. (Bloomenthal v. Ford.) 205 Debentures Floating security Foreclosure – Absence of one of the debenture-holders-Order

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for sale. An action was brought by debentureholders to enforce their security, which consisted of a floating charge upon the property of a limited company. One of the debenture-holders was not a party to the action. The Court refused, upon the application of all the other debenture-holders, to make an order of foreclosure, but made au order for sale under the direction of the judge in chambers. (Re The Continental Oxygen Company Limited; Elias v. The Continental Oxygen Company Limited.) Debenture-holder's action-Uncalled capital-Certificate Shareholder-Liability in action-Practice. -Where in a debenture-holder's action the usual inquiries were directed of what particulars the property comprised in and charged by the debentures respectively consisted, and in whom the same was vested, and the district registrar found that the property consisted in part of 13,7001 uncalled capital in respect of which the plaintiff was liable for 26901, and that seven other shareholders, not parties to the action, were liable for the rest: Held, that, notwithstanding no call had been made, and the company was not in liquidation, as a matter of procedure, the certificate contained a proper finding in answer to the inquiry directed, and the plaintiff could not object to the question being determined in her action rather than in an independent proceeding. (Madeley v. Ross, Sleeman, and Co. Limited.) Declaration of dividend-Ordinary general meeting-Business-Articles of association-Injunction. The articles of association of a limited company provided that the ordinary general meeting should be held in July or August; that the business of an ordinary general meeting should be, amongst other things, the declaration of a dividend, and also that at every ordinary meeting the directors should lay before the company a statement of the income and expenditure of the company, made up to a date not more than three months before the date of the meeting, a balance-sheet, auditors' report, and a mendation as to the amount of dividend (if any) to be declared. The company carried on business in South Africa. The first ordinary general meeting of the company was held on the 21st Aug. 1896. The directors then reported that, owing to the outbreak in South Africa, they had been unable to procure accounts, and no dividend was proposed. On the 1st Feb. 1896 the directors issued a notice for an extraordinary general meeting to be held on the 11th Feb., proposing to declare a dividend, and to alter the articles of association of the company by fixing the date for future ordinary general meetings in December. To this notice were annexed accounts instructed to be presented to the meeting, made up to the 31st Aug. 1896. Held (on a motion by a shareholder to restrain the declaration of a dividend, and the alteration of the articles), that the company could not declare a dividend at any meeting at which accounts were not presented up to a date not more than three months before the meeting; or, semble, at any meeting other than an ordinary general meeting; but that the company could not be restrained from altering their articles in any

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valid way. (Nicholson v. Rhodesia Trading Company Limited.) English company-Jurisdiction of colonial courtDividend duty on preference stock-Incidence of duty on different classes of stockholders.-An English company carrying on business in a c olony, under the powers conferred on it by a contract of co-partnery, issued 6 and 5 per cent, guaranteed cumulative preference stock. An Act of the colony subsequently imposed a duty on dividends paid on capital employed in the colony and received by shareholders of companies carrying on business in the colony. Held, that the contract being an English contract was not affected by the colonial law, and that, consequently, the preference stockholders (not being domiciled in the colony) were not liable to pay or have deducted from the amount of their interest or

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dividend anything on account of the dividend duty imposed by the colonial law. Turner.) Memorandum of association-Articles of association No provision for priority of shares Alteration of articles-Issue of preference shares -Validity.-A limited company was empowered by its memorandum of association to increase its capital as provided by the articles. The articles provided that the company might increase its capital, any such increase to be considered as part of the original capital, and to be subject to the same provisions. There was no provision in the memorandum or the original articles for the priority of any shares. The company altered their original articles, and under the provisions of the articles as altered issued preference shares by way of increase of capital. Held, that the issue of the preference shares was intra vires, as a limited company has power by special resolution to alter its articles of association so as to enable it to increase its capital by the issue of preference shares, although there is no power in its memorandum or original articles of association to create any preference between the shareholders. (Andrews v. Gas Meter Company Limited.) ...

Shares-Underwriting letter-Contract-Offer and acceptance-No communication of acceptancePrincipal and agent-Authority to apply for shares -Estoppel.-On the 11th Sept. 1895 S. signed an underwriting letter addressed to the M. Company (which was promoting the C. company), whereby he undertook to subscribe or find responsible subscribers, on or before the day after the day appointed for the closing of the list for subscriptions for shares, for 10,000 shares in the C. company, or such less number as might be accepted by the M. company, and he agreed that the underwriting letter should be irrevocable, provided that 40,000 shares were underwritten or applied for prior to the public issue of the prospectus of the C. company and allotment made on or before the 30th Sept.; and, in the event of his failing to comply with the terms therein stated, he authorised the M. company as agent, on his behalf and in his name, to apply for the number of shares (full or reduced, as the case might be) guaranteed by him. On the 12th Sept. the M. company, through its secretary, wrote its acceptance of this offer on the face of the underwriting letter, but did not communicate such acceptance to S. On the 15th Sept. the C. company was registered. The day for closing the list of subscriptions for shares was the 20th Sept. On the 27th Sept. the M. company, without any notice to S., applied for 10,000 shares in his name, and the allotment of 9000 was duly made. On the 28th Sept. the M. company wrote to S. informing him of its application for an allotment, and asking for a remittance. On the 30th Sept. S. repudiated his liability on the ground that his offer had never been properly accepted by the M. company, no notice of acceptance having been sent, so that the M. company had no authority to apply for shares in his name, and that he had done nothing which estopped him from denying the authority of the M. company. Held, that the offer by S. required acceptance by the M. company in order to convert the offer into a binding contract; that mere acceptance of an offer, unless it was brought to the knowledge of the person making it, did not as a rule, and subject to certain exceptions, convert the offer into a contract; that, until S. was informed that his offer had been accepted, he could not be treated as having failed to perform his obligation to apply for shares; and that, therefore, the authority of the M. Company to apply for them in his name never arose. Held also, that there was no proof of any conduct on the part of S. which amounted to any representation that he had failed to comply with the terms of the underwriting letter so as to give rise to the authority of the M. company to act for him, and that, therefore, the doctrine of estoppel was inapplicable to the case. Where' an

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Voluntary liquidation-Contributories-Transfers of shares with sanction of liquidator-Change of status-Liability of transferees.-A company went into voluntary liquidation in 1893 with a view to amalgamating with another company. At the time when the voluntary winding-up commenced a number of persons were on the register of members holding shares which were not fully paid up. T. was one of this class. After the winding-up had commenced a number of the shareholders, including T., with the assent of the liquidator (given under sect. 131 of the Companies Act 1862), transferred their shares to other persons who were then registered as members, one of this class of transferees being P. A number of these transferees, including P., again with the consent of the liquidator, transferred their shares to other persons, who were then put on the register, and one of this class of transferees was R. It became necessary to make calls on the shares, and the liquidator put all three classes, i.e., the original shareholders and the two classes of transferees, on the list of contributories. Thereupon T., P., and R., as representing the three classes, applied to the court to have their names removed from the list. Held, (1) that the register of members had been from time to time correctly altered by the liquidator, and that R. was the person to be on that document; (2) that R. was the person, and the only person, to be on the A. list of contributories in respect of the shares in question; (3) that T. and P. ought both to be on the B. list, so that in case of need they might be had recourse to for payment of the debts and liabilities of the company, and the costs of winding-up, in accordance with sect. 38 of the Companies Act 1862. Held also, that this would be obviously right if the company were being wound-up by the court or subject to its supervision, and if the court had sanctioned the transfer under sect. 153; and that there was no sufficient reason for deciding that the position of the parties to duly authorised transfers of shares in a company after the commencement of its windingup depended upon whether the company was being wound-up in one way rather than another. (Re The National Bank of Wales Limited.) WINDING-UP.

Claim for interest on debenture stock-Period of limitation. The Cornwall Minerals Railway Company, in 1883, entered into a scheme of arrangement with its creditors, by which certain debenture stock was issued to certain persons, bearing interest from the 1st July 1883. A "deferred warrant," under the hand of the secretary of the company, for interest on his stock to the 31st Dec. 1884, was issued to one H. (among others), but was never presented by him for payment. By an Act passed in 1896, the undertaking of the company was transferred to the G.W.R. Company, and power was given to the old company to appoint liquidators for a voluntary winding-up. This was a claim now made by H.'s executors for payment of the interest above-mentioned; and the question arose whether, after this lapse of time, the claim was not barred under the Statutes of Limitation. Held, that the interest claimed must be paid, as the scheme of 1883 incorporated sect. 27 of the Companies Clauses Act 1863, making the interest recoverable by action or suit: that the issue of the warrant did not amount to satisfaction of that cause of action; and that, as the original cause of action was statutory, the period of limitation was twenty years within 3 & 4 Will. 4, c. 27 as in the case of a specialty

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