paid the money to Ladenburg, who credited him Adea (who owed him money) with it in their books, and wrote to inform him that they had done so. In the meantime Adea had goue into liquidation. In an action by Crowther against Ladenburg for the £705, it was held by the Court of Appeal (reversing the decision of Baron Pollock) that there was no privity between Crowther and Ladenburg, that Ladenburg received the £705 as Adea's agent, and that, consequently, the action could not be maintained. It will be observed here, that the ground of the decision was, that there was no privity or relation between the plaintiff and Ladenburg, for Ladenburg received the money for Adea and not for them. The relation in the transaction was between the plaintiff and Adea, but there was none as between the plaintiff and Ladenburg, and that when the defendant had placed the money to account with Adea, his duty was at an end. In this latter case the defendants relied on the case of Williams v. Deacon and others (4 Ex. Rep. 397) in the Exchequer Chamber, in which the plaintiff's broker, by his direction, was accustomed to pay his dividends into the defendants' bank, in London, to the plaintiff's credit in account with K. and Co., bankers at Abingdon, where the plaintiff resided. On the 14th October, 1847, the broker so paid into the defendants' bank £127. On the 15th, and before advice of the receipt thereof, K. and Co. stopped payment. The plaintiff, having sued the defendants for the sum so paid into their bank: Held, in the Exchequer Chamber, on exception to the ruling of the judge at the trial, that the payment into the defendants' bank was a payment to K. and Co., and that the defendants were entitled to a verdict.

On the whole the true rule seems to be laid down in Story on Agency, page 474: "In regard to the superior or real principal, the general rule of law is, that, if an agent employs a sub-agent to do the whole or any part of the business of his agency, without the knowledge or consent of the principal, express or implied, there, inasmuch as no privity exists in such a case between the principal and the sub-agent, the latter will not be entitled to claim from the principal any compensation for commissions or advances, or disbursements, in the course of his sub-agency. But his sole remedy therefore is against his immediate employer, and his sole responsibility is also to him. But where, by the usage of trade, or the express or implied agreement of the parties, a sub-agent is to be employed, there a privity is deemed to exist between the principal and the sub-agent, and the latter may, under such circumstances, well maintain his claim for such compensation, both against the principal and the immediate employers, unless exclusive credit is given to one of them; and if it is, then his remedy is limited to that party."-Law Times.

BILLS OF SALE.

Ir is rather curious to notice how, with regard to bills of sale, public opinion seems inclined to revert to a partial re-enactment of the usury laws, which modern political economy so warmly condemned. The history of usury is a striking illustration of the difference between ancient and modern life. In a simple primitive condition every man is, as Sir H. MAINE has shown, either a kinsman (real or imaginary) or an enemy. A loan to an enemy could not be thought of, while it seemed disgraceful to take

interest from a kinsman. Among the oldest Roman contracts is that of loan, but the loans are gratuitous, and the rules laid down grew probably out of the practice of lending small articles of movable property: (Maine, Village Communities, 3rd edit., p. 189.) It is curious to compare the fulness of these rules in Roman, and scantiness in English, jurisprudence. The Israelites, at the giving of the Law, were in a much more advanced state of civilisation than primitive Rome. Here interest from a stranger is permitted, but none could be taken from a brother Israelite. Roman history shows that interest was soon required, and, though regulated by law, lending for interest throve until the rise of the canon law, which forbad all interest under the name of usury. It should be clearly understood that usury signified interest, however small, and not merely exorbitant interest, which is the sense in which the word usury is now generally used. Just before the Council of Nicæa CONSTANTINE confirmed the old Roman law which legalised interest of 12 per cent., and this Council, possibly to avoid collision with the State, only condemned usury for the clergy; but the Council of Illiberis, held in the beginning of the fourth century, and the third and fourth Councils of Carthage, condemned it even in laymen: (Lecky, Rationalism, 4th edit. vol. 2, p. 255). Of course the canon law operated in every country, whether the local law did or did not forbid interest. In England the law did allow interest, but limited the amount. By 37 Hen. 8, c. 9, and 13 Eliz. c. 8, it was limited to £10 per cent. This was reduced by 21 Jac. 1, c. 17, to £8, by 12 Car. 2, c. 13, to £6, and finally by 12 Anne, stat. 3, c. 16, to £5. But large classes of transactions were excepted from the English usury laws as being especially hazardous, and so entitled to extra interest by way of compensation. The law was modified by a number of statutes passed in the last, and early part of the present reign, and the prohibition against usury was finally swept away by 17 & 18 Vict. c. 90. At the same time, though the usury laws are repealed, their effect in the Court of Equity is still apparent, notwithstanding the opinion of Mr. MILL that the only effect of usury laws upon a prodigal is to make his ruin rather more expeditious. Mr. LECKY remarks that the feeling that restraint should be put on the inordinate interest extorted from young spendthrifts has of late years been steadily gaining ground in England. There can be little doubt that the poor man signing a bill of sale is at least as worthy of protection as the young spendthrift. Such protection may be against the rules of political economy, but cases of urgency seem to form exceptions to those rules.

VALID TRANSFERS OF CHATTELS WITHOUT BILLS OF SALE.

THE case of Marsden v. Meadows, Salmon, claimant, reported in the August number of the Law Journal Reports, is a decision necessary to the proper understanding of the law of bills of sale, both with a view to its working and its reform. The lesson many readers-accustomed always to associate the separation of property and possession with a bill of salewill draw from the case is, that the property in goods, remaining in the possession of a judgment debtor, may have been duly transferred to another without any bill of sale or other document registered or unregistered. A study of the case discloses that such a transfer may be valid as against an execution creditor or trustee in bankruptcy. The immediate

point under consideration was, whether a receipt for the purchase-money of goods sold under an execution to the claimant, but left in the possession of the debtor, required to be registered, so as to make the transaction good as against the judgment creditor under a subsequent execution. On January 6, 1879, the sheriff being in possession of the farm implements and other goods of Meadows, the judgment debtor, under a fi. fu., sold them to the claimant, Salmon, for £65. A deposit of £40 was paid on that day, but the goods were allowed to remain in the possession of Meadows, who paid no rent, but painted pictures for Salmou, who was a picture dealer. On the following day Salmon sent the balance of £25, by cheque, to the sheriff's officer, who, on the next day after, returned a schedule of the goods, and a receipt for the purchase-money, signed on the sheriff's behalf. On May 31, in the same year, the same goods were seized by the sheriff for the judgment debt of the plaintiff Marsden, whereupon a special case in interpleader was directed, to determine whether the schedule and receipt ought to have been registered as a bill of sale. Mr. Justice Williams and Mr. Justice Mathew decided that they required registration, and gave judgment for the plaintiff. The Court of Appeal, however, reversed the decision.

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Looking at the transaction broadly, the difference of opinion exhibited by the judges is very explicable. On the one hand, goods which had been the debtor's, and which remained in his possession after the transfer of the property, are precisely the goods at which the Bills of Sale Act is aimed. On the other hand, it would seem hard if the purchaser of goods from a sheriff's officer who allowed them to remain in the hands of the debtor, even for a day, should be liable to a second seizure at the instance of a fresh judgment creditor, unless a bill of sale was executed. But broad considerations are of little use in arriving at a correct knowledge of the law laid down by the Bills of Sale Act, for the reason that the Act does not proceed on any broad principle. Lord Justice Bramwell lays his finger on the explanation of many inconsistencies in the Act, and many doubts and difficulties which perplex its students, when he says: "The Legislature has not thought fit to say that, as a general rule, wherever the property in goods is parted with by a person who still retains possession, the transaction shall be evidenced by some document which shall be registered and attested." That," continues the Lord Justice, "would be plain and intelligible;" but, the Legislature has adopted more tortuous and less efficient ways of carrying out its intention. It does not say, "Wherever the property passes, and not the possession, there shall be a bill of sale;" but, "Wherever there is a bill of sale, including in that word a great variety of documents, that document shall be registered." Among the documents mentioned as included in the term "bill of sale" is, no doubt, "a receipt for purchase-moneys for good," such as was given in the case in question, and if the sheriff's officer and Salmon had concluded their bargain on the spot, and the receipt and inventory had been given at the same time as the sheriff withdrew from possession, the receipt and inventory would, according to the interpretation put upon the statute by Lords Justices Bramwell and Brett, have required registration. Lord Justice Brett rests his decision on the fact that the sale and the giving of the receipt were not contemporaneous transactions. He says; "I do not say whether, if there had been an agreement that the property in the goods should be transferred by the inventory and the receipt, this would not have been a bill of

sale which required registration. It is not necessary to determine that question; but here the whole transaction had been completed before the receipt and inventory had been given. The property passed by delivery when the price of the goods was paid." Lord Justice Bramwell puts the matter on a slightly different footing: "When a receipt, either with or without any inventory, was intended to be a transfer, or a record of the transaction by which the property transferred, it must be registered as a bill of sale." It is difficult to see how there can be any intelligible test of the question whether a receipt is intended as a record of a transaction, except that it is contemporaneous with it, so that the view taken by these two learned Lords Justices is substantially the same. The view taken by Lord Justice Cotton on this point is the same. He says: "The transaction of purchase and sale was completed before the receipt was given or asked for." Lord Justice Cotton also relies on section 3, which applies the Act" to every bill of sale whereby the guarantee has power to seize or take possession of any chattels." He appears to consider these words are a qualification of the section interpreting the words "bills of sale." Lord Justice Brett, however, says nothing on this head; and Lord Justice Bramwell disclaims the interpretation, suggesting that the words are meant not to limit the effect of the other provisions of the Act, but to extend them to other cases coming within the discretion in that section. This observation appears well founded, as the Act can hardly have considered a receipt capable of giving powers to seize goods. The result appears to be that a receipt, if given contemporaneously with the sale, requires registration, but, if given afterwards, it does not. All the Lords Justices rely on is the principle of Woodgate v. Godfrey, 49 Law J. Rep. Q.B.; but that case, in which sale and receipt were contemporaneous, seems, since the Act of 1878, no longer law. Under that Act, only 66 assurances" were Ex parte required to be registered, not receipts. In the case of Cooper re Baum, 48 Law J. Rep. Bankr. 40, Lord Justice James decided that a receipt for purchase-money, with an inventory, was an assurance; but the case appears, by common consent of the Judges of Appeal, to have been decided on special circumstances. The test whether the receipt is contemporaneous with the sale appears to us to be the only intelligible test. On any other test, the Act requiring receipt to be registered becomes nugatory. A receipt must necessarily be given after the sale, because there can be no question of paying or receiving money until the contract of the sale is complete. If, however, delivery takes place, and the receipt is given afterwards, that fact is the best evidence that the receipt was a mere incident, and not intended to record the main transaction. It is true that Lord Justice Brett, in Woodgate v. Godfrey, appears to be of opinion that, although there is a contemporaneous receipt, the transaction may be complete and valid before any receipt is given. This opinion would not seem to hold good since the passing of the Act of 1878, which expressly requires receipt to be registered. That provision must apply to some receipt, and all receipts are subsequent to the sale in the sense intended by Lord Justice Brett in Woodgate v. Godfrey.

Turning from the direct decision arrived at in Marsden v. Meadows, which cannot be said by any means to leave the law free from obscurity, the reader will dwell with more confidence on the results implied by the There is nothing in the Bills of Sale Act requiring any form of document upon the sale of goods, possession of which is left with the seller, and, if the buyer can do without any document, he can do without

case.

registration. Further, there are certain documents which may be created at the time of the transfer of the property in goods, but which need not be registered. For example, an inventory without a receipt attached does not require registration. Neither, of course, would a cheque payable to the order of the seller require to be registered. There seems no reason in theory why mortgages of goods as well as absolute sales should not be completed without documents, and therefore without registration. The difficulty is, of course, to preserve the evidence of the transaction without a formal bill of sale; but the possibility of the object of the Bills of Sale Act being evaded by such simple means proves the unscientific character of the statute. By a masterly policy of inactivity the go-by can be given to it. The Act does not require a registered bill of sale in all cases of transfer of property without possession, but merely requires the transferee to register the bill of sale, if he takes one, which he need not. The original Bills of Sale Act began on this principle, and its successor followed in the same track, attempting to fill up the gaps which had been left by extending the definition of bill of sale to things incapable of bearing the title, and thus introducing inextricable confusion, an example of which is furnished in the case before us. The remedy is for the legislature to retrace its steps altogether, and to require that on the transfer of chattels, the possession o which is retained by the former owner, a bill of sale shall be executed and registered, otherwise the transaction shall be void as against creditors.-Law Journal.

QUEEN'S BENCH DIVISION.

(Sittings at Nisi Prius, before Mr. JUSTICE FIELD and a Special Jury.) Nordberg v. THE TRADE AUXILIARY COMPANY (STUBBS AND CO.) MR. MARRIOTT, Q.C., and Mr. D. Walker were counsel for the plaintiff ; Mr. Butt, Q.C., and Mr. G. Lyon appeared for the defendants.

This was an action to recover damages for a negligent misrepresentation. The plaintiff is a paper merchant and agent, carrying on business at 16, Mark-lane, City, as Nordberg and Co. The defendants carry on the business of inquiry agents and of Stubbs's Mercantile Offices (Trade Auxiliary Company) at 42, Gresham-street, City. The plaintiff alleged that, trusting to a report of the defendants' inspector in Glasgow that J. and F. Christie "had been some time in business as commission agents, &c., were considered respectable, and reputed good for the sum quoted (£300),” he had supplied paper goods to Christie to the amount of £259 7s. 6d. in July, 1878. In fact, Christie had failed in 1870 as a sugar merchant, at 45, Virginia-street, Glasgow, trading as James Christie and Co., and was sequestered. Some years afterwards, under the name of James Christie, he had made a composition of 4s. 6d. with his creditors, and had been in prison for debt. But when he started in 1877 as a merchant for commissions and produce generally he thought it prudent to add the initial of his brother Francis, who had really no part in the business. The plaintiff was in 1877 the agent of the Rosendahl Paper Mills Company, whose former agent, Forman, began subscribing to the defendants' inquiry agency, and when the plaintiff succeeded in February, 1877, he continued the subscriptions. The plaintiff ceased to be agent for the Rosendahl Company in October, 1877, but afterwards resumed as agent for Wilson and Co., of Gothenburg, Sweden, the assignees of the Rosendahl Company,