fer or share registration office." Certain investment companies were incorporated in Canada, and had their head offices there. They received money for investment from persons resident in the United Kingdom and issued debentures in exchange therefor, and they employed agents in the United Kingdom for this purpose. These agents advertised that the companies were willing to receive money on debenture on certain terms, that applications were to be lodged with them (the agents), and the money paid into certain banks. But everything in the way of making the contract itselfby issuing the debenture, inscribing the debenture in the proper register, and so on-was done at their own head offices in Canada. They did not own any offices or real estate in the United Kingdom, nor possess any offices under lease or otherwise. Their agents were paid by commission on the debentures they placed. Held that the complainers had not established places of business within the United Kingdom within the meaning of section 274 of the Act, and accordingly were not bound to conform to the regulations thereof. The Lord Advocate v. The Huron and Erie Loan and Savings Company and Others, p. 554. Company-Winding-up- Liquidation Accounts of Law Agent in LiquidationObservations as to the Respective Duties of Liquidators and their Agents. Where a liquidator applies to the Court for approval of his accounts, his law agent's whole business accounts in connection with the liquidation must be judicially audited, and the judicial audit is not limited to judicial work. The law agent ought not to split up his accounts according to the different steps in the liquidation process, but he should present two accounts-(a) a continuous account for proper Court business in the liquidation process, and (b) a continuous account for general law agency work in the liquidation-it being for the reporter on the liquidator's accounts to say whether the general agency work was legitimately done by the agent, and was not work which should have been done by the liquidator. It is his (the liquidator's) duty to perform the business of the liquidation himself, and only to employ the law agent in such matters as bring him into contact with the Court, in such matters as involve conveyancing, and in such other matters as justify him in obtaining legal advice for his guidance. Leith and East Coast Steam Shipping Company, Limited, in Liquidation, p. 623. Bonds Carrying Bonus on payment-Bonus Payable from ProfitsNo Profits-Issue of Paid-up Shares in Payment of Bonds Ultra vires. company raised capital upon £10 bonds, which were declared to be repayable, together with £25 bonus, out of future net profits of the company. No profits were obtained. It was afterwards agreed with the bondholders that the claim to the bonus should be extinguished by the allotment of twenty £1 shares, considered to be fully paid up, in respect of each bond. Held that, the charge being exclusively upon income, the issue of shares was ultra vires as being an issue of capital without payment in money's worth. Famatina Development Corporation v. Bury, p. 696. Company Process-Winding-up-Liquidation-Death of Liquidator-Note for Appointment of New Liquidator-Companies (Consolidation) Act 1908(8 Edw. VII, c. 69), secs. 135, 149 (7), and 285. A note for the appointment of a new liquidator falls to be presented to the Lord Ordinary in the liquidation, and not to the Division. Pearston, Petitioner, p. 755. Process-Expenses-Caution for Expenses by Limited Company-Companies (Consolidation) Act 1908 (8 Edw. VII, cap. 69), sec. 278. The Companies (Consolidation) Act 1908, sec. 278, enacts"Where a limited company is plaintiff or pursuer in any action or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for these costs, and may stay all proceedings until the security is given. Circumstances in which the Court refused to interfere with the discretion of a Lord Ordinary who had declined to ordain a pursuing limited company to find caution for the defender's expenses. Brownrigg Coal Company, Limited v. Sneddon, p. 881. Capital Arrangement with Debenture Holders Power to Sanction Arrangement Changing Terminable Debentures into Perpetual Debenture Stock Companies (Consolidation) Act 1908 (8 Edw. VII, cap. 69), sec. 120. The power given to the Court by the Companies Consolidation) Act 1908, section 120, to sanction a compromise or arrangement between a company and its creditors, or between the company and its members, gives them jurisdiction to sanction an arrangement whereby terminable debentures or debenture bonds are converted into perpetual debenture stock. The Shandon Hydropathic Company, Limited, Petitioners, p. 943. Winding-up — Ranking — Claims — Bonded Property Held by Trustee for Company--Conveyance Taken by Company Exclusive of Personal Obligation under Bond-Companies (Consolidation) Act 1908 (8 Edw. VII, cap. 69), sec. 287 --Companies Act 1862 (25 and 26 Vict. cap. 89), secs. 133 (1) and 158. A private firm sold its business to a limited company under a minute of agreement by which the company bound itself to take over certain heritable property which was subject to a bond. The company went into liquidation prior to the commencement of the Companies (Consolidation) Act 1908, and the bondholders called on the firm to pay under their personal obligation under the bond. The firm thereupon claimed to be ranked in the liquidation for the amount of the bond, which claim the liquidator refused. The company having subsequently taken a conveyance of the subjects exclusive of the personal obligation, held (1) that the claimants were entitled to be ranked in terms of their claim, and (2) that even if they had a security they were not bound to value it. Todd (Liquidator of Millen & Somerville, Limited), Petitioner, p. 980. Company-Process - Registered but Unlimited Company-Petition for Approval of Memorandum brought before Re-registration as Limited Company "The Court" in Vacation Companies (Consolidation) Act 1908 (8 Edw. VII, cap. 69), secs. 3 (1) (iii), 9, 57, 135, and 285. A company formed in 1836 as an unregistered company, on certain terms and conditions set forth in an agreement and articles of constitution, became incorporated in 1869 as an unlimited company under the Companies Acts 1862 to 1867. In 1911 the company before becoming re-registered under the Companies (Consolidation) Act 1908, sec. 57, as a limited company, presented a petition for approval of a proposed memorandum of association which had been agreed to by special resolutions. The memorandum was headed "Company Limited by Shares." It did not set forth the objects of the company in gremio, but merely referred to the said agreement and articles of constitution. The Court, while pronouncing no order, expressed the opinion (1) that the petition was premature, and that the first step to be taken before proceeding with it was for the company to re-register as a limited company; (2) that the objects of the company should be set forth in gremio of the memorandum and not by reference; and (3) that in virtue of the definition of "the Court" in sections 285 and 135 of the Companies (Consolidation) Act 1908 the petition might proceed in vacation before the Lord Ordinary on the Bills. Society of Proprietors of the Royal Exchange Buildings, Glasgow, Petitioners, p. 1045. See Expenses-Right in Security. Compensation. See Lease - Master" and Servant-Inland Revenue. Competency. See Arbitration-Insurance -Master and Servant-Trade Union. Complaint. See Justiciary Cases. Condition Void. See Lease. Condonation. See Husband and WifeMaster and Servant. Consensus in idem. See Contract. Consideration other than Rent. See Valuation Cases. Construction. See Contract-Cautioner. Contempt of Court. See Process. Contract-Proof - Loan - Written Agreement - Construction Writ or Oath · Term of Loan not Expressed in Written Contract-Promissory Notes Granted for Amount of Loan Payable on DemandRelevancy of Averments as to Duration of Loan. An offer was made by letter for a pawnbroking business, on, inter alia, the conditions that the seller allowed her capital "to remain on loan” at an annual interest of 8 per cent. per annum, and that the seller accepted bills from the buyer. The interest was to be payable monthly, and the buyer undertook to take stock annually and to give the seller a monthly statement of profit and loss. The offer was accepted. The purchaser was accepted by the landlord as tenant for the remainder of the lease, which had a currency of over nine years, entered into possession of the business, and granted promissory-notes for the purchase price. All of these notes were payable on demand. After several years, but before the expiry of the lease, the seller protested two of the promissorynotes and charged upon the extract protests. The purchaser brought suspensions, on the ground that the true bargain was that the loan should be allowed to remain till the end of the lease, and in the Outer House proof by writ or oath of the respondent was granted him. The Court refused the suspensions, holding that the averments of the complainer as to the negotiations prior to the completed contract were irrelevant, inasmuch as they could not override the written contract, and could not be looked to construe it on this point as the parties had by taking the bills in their terms already construed it. M'Leod v. Urquhart, May 25, 1808, Hume's Decisions, 810, distinguished. M'Allister v. M'Gallagley, p. 32. Contract Fraud - Recompense-Personal Bar-Misrepresentation Inducing Contract -Quantum meruit-Damages-Action by Contractors with Simple Petitory Conclusion to Obtain Payment Quantum meruit instead of under the Contract Made by them. A firm of contractors who had completed the formation of a railway for a railway company brought a simple petitory action against the company to recover £106,688. The contractors had already received £271,970, being £28,880 in excess of the lump sum for which, with extras and subject to deductions, they had entered into a contract to complete the work; but they maintained that the contract was inapplicable as the basis of charge for the work executed by them, inasmuch as it had been induced by the defenders' fraud, and they claimed the sum sued for either as the balance still due on the basis of quantum meruit or alternatively as damages. The detailed schedule annexed to the contract was based on bores which, the specification stated, had been put down at various parts of the line, and of which a copy of the journals might be seen at the engineers' office. The contractors tendered on the information supplied by the company in the belief that it was based on a genuine journal of bores taken by a responsible borer. The bores had in fact not been taken by a borer, but by railway servants inexperienced in this work. What purported to be a journal of the bores had not been prepared by them, but had been made up in the engineers' office, and was not the exact and complete information supplied him by the borers' notes, but his gloss on or interpretation of that information, and, for example, it classified as "soft" a substance which the borers had described as hard, as rock, and as whinstone. There were, however, in the specification and schedule very wide clauses safeguarding the company from the consequences of any inaccuracy in the information supplied and calling upon the contractors to satisfy themselves. As the work progressed it had from time to time been found that a great amount of cutting scheduled as in "soft" was in rock. This made the work itself much more costly, and dislocated the contractors' schemes of working. Held (1) that the misrepresentations by the company's engineers with regard to the bores having been made recklessly, careless whether they were true or false, and without any belief in their truth, amounted to fraud inducing the contract; (2) that the inaccuracies were conse quently not covered by the protective clauses of the contract; (3) that the pursuers were therefore not bound by the contract as the basis of charge for the work executed by them, and the defenders were barred from founding upon it; (4) that it was, however, not necessary for the pursuers formally to reduce the contract; but (5) that they could obtain under the action fair and reasonable remuneration for the work done on the basis of quantum meruit, or alternatively damages which would fall to be ascertained on a quantum meruit basis. Question (per Lord Dundas) if the summons with its simple petitory conclusion was in an appropriate form? Boyd & Forrest v. The Glasgow & South-Western Railway Company, p. 157. Contract Performance. Termination — Subject-matter Ceasing to Exist--Inability to Implement. A tradesman agreed in March 1907 with an advertising contractor to take six glass slides "on the electric cars running at Dumbarton" for a period of five years from 11th June 1907 at one shilling per glass per week. The then existing tramway company was in the beginning of 1908 taken over by another tramway company, who by the end of June 1908 had widely extended their system, so that whereas up to the time that the original company was taken over the advertisements were shown on six cars running in Dumbarton all day, thereafter they were only shown on six cars out of thirty, and these six were sparsely used and ran over the extended system. On the tradesman declining to pay for the slides after June 1908, the assignees of the advertising contractor raised an action on the contract. The Court, on the ground that the subject-matter of the contract had ceased through the original company being taken over by the one with an extended system, held that the pursuers were not in titulo to demand implement by the defender, but in respect that the defender acquiesced in the action being treated as one of quantum meruit, decerned against him for a certain sum as such. A. E. Abrahams, Limited v. Campbell, p. 293. Contract-Offer and Acceptance--Consensus in idem-Locus pænitentiæ-Rei interventus--Payment. The proposal form of a benefit investment company contained an application "for a bond for £300, the monthly subscription to be thirteen shillings, payable on the first day of each month for a period of thirty years, such bond to be issued in accordance with your usual conditions." An applicant having filled up and returned the form, received in reply "a bond certificate," stating that the holder was entitled to receive a bond "subject to the usual conditions, a copy of which is endorsed hereon, and the same can be had upon application and payment of the stamp duty payable thereon, all subscriptions payable in the meantime being subject to the same conditions." These conditions provided, inter alia, that a register of all bonds or certificates issued should be kept at the company's office, and that the registered holder would_be_regarded as exclusively entitled to the benefit of the bond. The applicant paid the monthly subscriptions for over seven years and then sought to repudiate the contract. The company having brought an action against him for declarator that a valid and binding contract had been concluded by offer, certificate, and subsequent payments, held that though the contract might be incomplete, and might have been repudiated by the defender at the time he received the certificate, still by the subsequent payments made by him under the conditions by which he would have been bound if he had received the bond, he had effectually set up the contract. Laing v. Provincial Homes Investment Company, Limited, 1909 S.C. 812, 46 S. L. R. 616, distinguished per Lord Ardwall. The National Benefit Trust, Limited v. Coulter, p. 436. Sale-Condition of Contract-Reference to Arbitration-Notice. Flour was sold under contracts which were embodied in sale-notes. On each of the sale-notes there was printed a side-note (on the margin)-"Any dispute under this contract to be settled according to the rules of the Glasgow Flour Trade Association." The rules of the association provided, inter alia, as follows"All disputes of whatever kind, including claims of damages, disputes as to whether or not there is a concluded contract, and claims to reject goods arising out of transactions connected with the trade, shall be referred to two arbiters, one chosen by each party." The purchaser was not a member of the association, nor were the rules thereof brought to his notice otherwise than by the sidenote. Held that the terms of the contract were not such as to give the purchaser reasonable notice that, in event of disputes arising thereunder, the ordinary jurisdiction of the Courts was ousted and procedure by way of arbitration substituted. M'Connell & Reid v. Smith, p. 564. Contract - Arbitration - Decree-ArbitralObjections-Reference to Man of Skill -Parties Coming before Arbiter Prematurely. A contract between a railway company and a quarrymaster for the construction of a siding provided that the company should form the per manent way of the siding and execute certain other work connected therewith, and that on completion of the work the quarry master should pay to the company the cost of the labour incurred and interest on the cost of the permanent way, &c., as the amount of such cost and interest should be determined by the company's engineer. The railway company brought an action against the quarrymaster for payment of (1) the balance of a lump sum certified by the engineer as the amount expended on wages, and (2) interest on a lump sum certified by him as the value of the materials. The defender maintained that the sums certified were excessive; that no details were ever furnished to him; and that he never was afforded an opportunity of being heard. Held that the company had failed to make a proper demand under the contract in respect that while the engineer was no doubt made the final judge of the amount if the parties failed to agree, that did not absolve the company from furnishing to the defender a properly detailed account, and action dismissed as premature. North British Railway Company v. Wilson, p. 620. Constitution of Contract Letter Affording Evidence of Pre-Existing Contract, but not Constituting ContractDocument in re mercatoria. A firm of New York stockbrokers having acquired an interest in a syndicate which had been formed to underwrite an issue of bonds, disposed of a participation therein to a London stockbroker. 13,000 dollars of this participation were ultimately acquired by a Scottish insurance company; 95 per cent. of the price was paid to the London broker. At the request of the latter the New York firm on 15th February 1907 enclosed to him the following letter addressed to the insurance company-"Dear Sirs, -We beg to advise you that we are holding for your account an interest of 13,000 dols. in the Louisville and Nashville, Atlanta, Knoxville and Cincinnati Division, 4 per cent. Bond Syndicate, on account of which 95 per cent. has been paid." This letter was sent on to the company. The London broker thereafter became bankrupt, leaving a debtor balance between him and the New York firm, who claimed to hold the 13,000 dols. as security therefor. An action having been brought by the assignee of the insurance company against the New York firm for delivery of the bonds, the latter maintained that their obligation to deliver the bonds to the company was created by the letter of 15th February 1907, that the validity and effect of the letter fell to be determined by the law of New York, and that it was invalid and ineffectual thereunder because not under seal and expressing no consideration. Held that the letter did not constitute the contract between the defenders and the insurance company, but was evidence which showed that they had agreed to accept the company as creditors in place of the London broker under the antecedent contract between the latter and them. Opinions (per Lords Salvesen and Ardwall), on the assumption that the construction of the letter fell to be determined by the law of Scotland, that it was a document in re mercatoria and was valid per se to establish an obligation against the defenders to account in terms thereof to the insurance company, although neither holograph nor tested. Stuart v. Potter, Choate, & Prentice and Others, p. 657. Contract-Breach-Sale of Goods-Delay in Delivery-Measure of Damages-Market Value of Goods at Date of Actual Delivery -Goods afterwards Sold at Higher Price. In a case of breach of contract to deliver goods by a certain date, the measure of damages is the difference between the contract price and the value of the goods to the purchaser when obtained. Therefore when the market price of the goods at the date of delayed delivery is lower than the contract price, but the purchaser re-sells at a price higher than the market price, his loss from the breach of contract must be calculated with reference to the price actually obtained by him on re-sale. Wertheim v. Chicoutimi Pulp Company, p. 1090. See Arbitration-Master and Servant -Sale. Contracting-out. See Lease. Conventional Scale. See Lease. Costs. See Agent and Client. County. See Local Government. "Court" in Vacation. See Company. Crime. See Justiciary Cases. Damages. See Sale. Dangerous Animal. See Reparation. Dependants. See Master and Servant. Design, Registered-New or Original-Infringement-Patents and Designs Act 1907 (7 Edw. VII, c. 29), sec. 49 (1)—Admission of Novelty and Originality-Effect of Admission. In an action for infringement of a registered design the de fendants admitted the originality and novelty of the plaintiffs' design, but denied infringement. Held that the Court was not bound by the admission, and that the design founded on had not the novelty or originality required to bring it within the statutory protection. Opinion, on the question of infringement, per Earl of Halsbury, that the principles of patent law were inapplicable to designs, and that only exact reproduction of a design would amount to infringement. Gramophone Company Limited v. Magazine Holder Company, p. 1090. Destination. See Succession. Diligence - Validity of Charge — Club Party Charged not Party Named in Decree. A decree for payment of a sum of money was obtained against a club. A member and official of the club was served with a charge bearing to be by virtue of the decree. He brought a suspension. Held that the charge was without warrant and that the note must consequently be passed. Aitchison v. Macdonald, p. 185. See Bankruptcy. Directors' Powers. See Company. Disqualification. See Election Law. Divorce. See Husband and Wife-Process. Donatio inter virum et uxorem. See Husband and Wife. Double Distress. See Process. Election Law Lodger Franchise - Occupancy of Qualifying Premises Enjoyed as Part Remuneration for Services Representation of the People Acts 1868 (31 and 32 Vict. cap. 48), sec. 4, and 1884 (48 and 49 Vict. cap. 3), sec. 2. A Roman Catholic priest claimed the lodger franchise in respect of occupancy of rooms of the requisite annual value in the rectory of the priest to whom he was appointed assistant. The claimant paid no money rent for the rooms, but was entitled, as part of his official salary, to board and lodging in the rectory if accommodation was there available. Held that the claimant was entitled to be enrolled as a lodger. Question (per Lord Mackenzie) whether the claimant would have been entitled to the service franchise. Doyle v. Craig, p. 109. Lodger Franchise-Joint Occupation of Lodgings-- Registration Amendment (Scotland) Act 1885 (48 and 49 Vict. cap. 16), sec. 13. In a claim to be enrolled on the register of voters as a joint tenant in respect of lodgings described as "joint use of bedroom," the declaration of claim stated that the lodgings in question were of a clear yearly value if let unfurnished of £20 or upwards. There was no statement of the number of lodgers with whom joint use was enjoyed. Held that in case of ambiguity the construction which favoured the validity of the claim ought to be adopted, and that in the absence of proof to the contrary it was to be assumed that there were not more than two joint lodgers in lodgings of the annual value of £20 in respect of which a claim was made by one as joint tenant. Niven v. Abercrombie, p. 122. Election Law-Service Franchise-" Dwelling-house not Inhabited by Person under whom such Man Serves"-Representation of the People Act 1884 (48 Vict. cap. 3), sec. 3. An attendant in a certain institution occupied as part of his emoluments a separate bedroom in a building of the institution known as the "First House," and in respect thereof claimed to be enrolled in the register of voters. The sole power of appointment and dismissal of attendants in the institution was held by a doctor, who was chief medical superintendent thereof, and who did not reside in the "First House." The claimant and other attendants were bound to obey the orders of an assistant medical superintendent who resided in that building, and of the head attendant, who did not reside therein; both of these were entitled to effect changes in the rooms of ordinary attendants, but the latter was subordinate to the former, and both were subordinate to the chief medical superintendent, to whom they had to report the matter if they had occasion to suspend an ordinary attendant, as they were entitled to do. During the chief medical superintendent's absence, on holiday or otherwise, his powers of control in the "First House" were delegated by him to the medical superintendent who resided there, and who was appointed by the governing body of the institution. Held that the "First House" was not "inhabited by any person under whom" the claimant served in the sense of section 3 of the Representation of the People Act 1884, and that accordingly he was entitled to be enrolled in the register of voters. Shortt v. Wright, p. 123. Lodger Franchise Claim and Declaration-Failure of Claimant to Attend after Citation-Prima Facie EvidenceRegistration Amendment (Scotland) Act 1885 (48 and 49 Vict. cap. 16), sec. 14. The Registration Amendment (Scotland) Act 1885, sec. 14, enacts-"In the case of a person claiming to vote as a lodger, the declaration annexed to his notice of claim shall for the purposes of revision be prima facie evidence of his qualification." A claimant for enrolment under the lodger franchise, who had been on the roll of voters for the previous year, was cited to appear at the Registration Court and failed to appear. He sent no excuse for non-appearance, and no promise to appear at a future diet. objector produced an execution of citation of the claimant, and stated objections to the claim. No evidence was led or tendered. No motion was made by the objector for second diligence, but for the claimant a motion was made that the case should be adjourned to a future diet to give him an opportunity of attending. The Sheriff rejected the claim in respect of no excuse for non-appearance or promise to appear, and in consideration that nearly 5500 claims remained to An |