contract on the faith and understanding of a fact which he can contradict, from disputing that fact in an action against the person, whom he has himself assisted in deceiving. In such case the party is estopped, on the grounds of public policy and good faith, from repudiating his own representations.2 3 § 840. In the case of Freeman v. Cooke, Lord Wensleydale, 770 while explaining this rule, pointedly observed:-"By the term 'wilfully,' we must understand, if not that the party represents that to be true which he knows to be untrue, at least that he means his representations to be acted upon, and that it is acted upon accordingly; and if, whatever a man's real intention may be, he so conducts himself that a reasonable man would take the representation to be true, and believe that it was meant that he should act upon it, and did act upon it as true, the party making the representation would be equally precluded from contesting its truth; and conduct by negligence or omission, where there is a duty cast upon a person by usage of trade or otherwise to disclose the truth, may often have the same effect; as, for instance, a retiring partner omitting to inform his customers of the fact, in the usual mode, that the continuing partners were no longer authorised to act as his agents, is bound by all contracts made by them with third persons on the faith of their being so authorised." 5 1 Per Ld. Denman, in Gregg v. Wells, 10 A. & E. 98; recognised by Parke, B., in Harrison v. Wright, 13 M. & W. 820. 2 See ante, 89, et seq. The rule, as here enunciated, was expressly adopted by the Court of Ex. in Cornish v. Abington, 4 H. & N. 549. See, too, Sweeny v. Promoter Life Ass. Co., 14 Ir. Law R., N. S. 476, 486-492; Thomas v. Brown, L. R., 1 Q. B. D. 714; 45 L. J., Q. B. 811, S. C.; and M'Kenzie v. British Linen Co., L. R., 6 App. Cas. 82, H. L. (Sc.). 32 Ex. R. 663; 6 Dowl. & L. 190, S. C. 5 In Howard v. Hudson, 2 E. & B. 1, Ld. Campbell laid down a more restricted rule, observing:-"The party setting up such a bar to the reception of the truth must show, both that there was a wilful intent to make him act on the faith of the representation, and that he did so act;" and Crompton, J., adds:-"The rule takes in all the important commercial cases in which a representation is made, not wilfully in any bad sense of the word, not malo animo, but so far wilfully that the party making the representation on which the other acts means it to be acted upon in that way. That is the true criterion." See further on this subject, Foster v. Mentor Life Ass. Co., 3 E. & B. 48. 1 § 841. Again, if a party having a secret equity, chooses to 771 stand by, and permit the apparent owner to deal with others as if he were the absolute owner, he shall not be permitted to assert such secret equity against a title founded on such apparent ownership. Many decisions have been founded upon this principle, but the case of the Duke of Beaufort v. Neald' will sufficiently serve to illustrate it. There, the Duke had signed, and put into the hands of his agent, an authority to consent to any exchanges under an Inclosure Act, but had directed him not to act upon this authority excepting under certain circumstances. The agent, in breach of his private instructions, having produced the authority and agreed to an exchange not under the stipulated circumstances, the Duke repudiated the agreement, but the House of Lords held that he was clearly bound thereby. The Courts have also acted upon this doctrine on several occasions, where negotiations have been entered into preparatory to marriage; and the abstract rule deducible from the authorities is, that, whenever a representation of some fact, as contradistinguished from a mere representation of intention,-has been made by one party for the purpose of influencing the conduct of another, and has been acted upon by the latter, this will, in general, be sufficient to entitle him to the assistance of the court for the purpose of realising such representation." 3 1 Mangles v. Dixon, 1 M. & Gord. 446, per Ld. Cottenham; 1 Hall & T 550, S. C. See, also, Att.-Gen. v. Naylor, 33 L. J., Ch. 151, per Wood, V.-C.; Ramsden v. Dyson, 1 Law Rep., H. L. 129; Rolt v. White, 3 De Gex, J. & S. 360, 365, per Ld. Westbury. 2 12 Cl. & Fin. 249. 2 Hall & T. 450, S. C.; See Graham v. Birkenhead Ry. Co., 2 M. & Gord. 146; Kent v. Jackson, 14 Beav. 384, per Romilly, M. R.; Trickett v. Tomlinson, 13 Com. B., N. S. 663; Pole v. Leask, 33 L. J., Ch. 155, per Dom. Proc. 3 Ld. Cranworth is said to have held that the rule does not apply unless there be misrepresentation. Sed qu. See Money v. Jordon, 15 Beav. 372, 387, n.; Pulsford r. Richards, 17 Beav. 94, 95. Jordan v. Money, 5 H. of L., Cas. 185, per Ld. Cranworth, C., and Ld. Brougham, in Dom. Proc., Ld. St. Leonards diss., overruling a decision of Romilly, M. R., in Money v. Jorden, 15 Beav. 372. See Maddison v. Alderson, L. R., 8 App. Cas. 467, per Dom. Proc.; 52 L. J., Q. B. 737, S. C.; affirm. S. C., per Ct. of App.; 50 L. J., Q. B. 466; and L. R., 7 Q. B. D. 174; and overruling S. C., nom. Alderson v. Maddison, L. R., 5 Ex. D. 293; and 49 L. J., Ex. 501, per Stephen, J.; and questioning Loffus v. Maw, 3 Giff. 592, 604, per Stuart, V.-C. See, also, post, 1043. 5 Hammersley v. Baron de Biel, 12 Cl. & Fin. 45, 62, n., per Ld. Cotten § 842. The same rule is familiarly illustrated by the case 772 of a man cohabiting with a mistress, and treating her in the face of the world as his wife. Here, though he thereby acquires no rights against others, they possibly may do so against him. For instance, if the woman during such cohabitation be supplied with goods ostensibly for the use of the joint household, and the reputed husband be sued for their price, he will not be permitted to disprove the marriage, but the jury will be justified, as in the case of a real wife, in dealing with the question as one of ordinary domestic agency. It must not, however, here be forgotten, that the old doctrine of presumptive agency, as applicable to the relationship of husbands and wives, has been recently encroached upon to an undefined extent, if not actually set aside, by "The Married Women's Property Act, 1882,"3 which in § 1, subs. 3, enacts, that every contract entered into, since the 1st of January, 1883, "by a married woman, shall be deemed to be a contract entered into by her with respect to and to bind her separate property, unless the contrary be shown." § 843. Where a person knowingly permits his name to be used ? 773 as one of the partners in a trading firm, or an existing joint-stock company, under such circumstance of publicity as to satisfy the jury that a stranger knew of it, and believed him to be a partner, ham; 88, per Ld. Campbell; Neville v. Wilkinson, 1 Br. C. C. 543; Monte- 1 Gr. Ev. 207, in part, as to first 7 lines. 2 Watson v. Threlkeld, 2 Esp. 637; Robinson v. Nahon, 1 Camp. 245; Munro v. De Chemant, 4 Camp. 215. See ante, 192. Also, Mace v. Cadell, 1 Cowp. 233, recognised in Batthews v. Galindo, 4 Bing. 613. 345 & 46 V., c. 75. See Myles v. Burton, 14 L. R. Ir. 258. 4 Gr. Ev. 207, in part. he is liable to such stranger in all transactions, in which the latter engaged and gave credit upon the faith of his being such partner.' So, although the mere fact of a person agreeing to become a member of the provisional committee of an intended railway company, or even the fact of such person authorising his name to be published in a prospectus, which contains nothing more than the names of the provisional committee men, will not render him liable for contracts made by the other members or by the solicitor, for the purpose of promoting the objects in view; because such an intended association does not amount to a partnership, as it constitutes no agreement to share in profit and loss; 2-still, if evidence be forthcoming that such person has acted with relation to the proposed scheme, as by attending meetings, giving directions, and the like, it will be for the jury to determine whether he has not thereby authorised the managing committee, or the other members of the provisional committee, or the solicitor or secretary of the intended company, to pledge his credit for the necessary and ordinary expenses to be incurred in forming the company; and if they decide this question in the affirmative, they may then give a verdict against him, on further finding that the work was done, and the credit given, on the faith of his being liable.* 3 § 844. On the same principle, if a man, by holding out false 773 colours, induces a railway company to register him as a proprietor of shares, and, subsequently, to bring an action against him for calls on such shares, he will be precluded from disputing the validity 1 Per Parke, J., in Dickinson v. Valpy, 10 B. & C. 128, 140, 141; 5 M. & R. 126, S. C.; Wood v. D. of Argyll, 6 M. & Gr. 932, per Cresswell, J.; Harrison v. Heathorn, 6 M. & Gr. 81, 133, 134, per Tindal, C. J.; Fox r. Clifton, 6 Bing. 776, 794, per Tindal, C. J. See, also, Kell v. Nainby, 10 B. & C. 20; Guidon v. Robson, 2 Camp. 302, per Ld. Ellenborough. 2 Reynell v. Lewis, & Wyld v. Hopkins, 15 M. & W. 517. See Ex parte Cottle, 2 M. & Gord. 185; 2 Hall & T. 382, S. C.; Ex parte Roberts, 2 M. & Gord. 192; 2 Hall & T. 391, S. C.; Norris v. Cottle, 2 H. of L. Cas. 647; Hutton v. Upfill, id. 674; Bright v. Hutton, & Hutton v. Bright, 3 H. of L. Cas. 341; M'Ewan r. Campbell, 2 Macq. Sc. Cas. H. of L. 499. Williams v. Pigott, 2 Ex. K. 201; Bright v. Hutton, & Hutton v. Bright, 3 H. of L. Cas. 341. Reynell v. Lewis, & Wyld v. Hopkins, 15 M. & W. 517; Lake v. D. of Argyll, 6 Q. B. 477. See Higgins v. Hopkins, 3 Ex. R. 163; Burnside v. Dayrell, id. 224; Bailey v. Macaulay, 13 Q. B. 815; Rennie v. Clarke, 5 Ex. R. 292; Rennie v. Wynn, 4 Ex. R. 691; Ex parte Besley, 2 M. & Gord. 176. 2 of the transfer to him, or from otherwise denying his character as a shareholder. So, when a company had registered a person as a shareholder, and had induced him, on the faith of such registration, to pay a call, they were not allowed to dispute his title to the shares. An infant, too, who has actually deceived a tradesman by fraudulently representing himself to be of full age, and who has thus obtained credit for goods supplied to him, will be held bound by his statement, and liable to pay the debt. So, also, a person who has assumed to act as a broker of the city of London, cannot, as against a party who has employed him, protect himself from a discovery of his dealings with such party, on the ground that his answer may expose him to penalties for having acted as a broker without being duly qualified. 5 § 845. Where parties have agreed to act upon an assumed state ? 774 of facts, their rights between themselves will be made to depend on such assumption, and not upon the truth. Again, if a party has taken advantage of, or voluntarily acted under, the bankrupt or insolvent laws, he shall not be permitted, as against parties to the proceedings, to deny their regularity." So, the grantee of an Sheffield & Manch. Ry. Co. v. Woodcock, 7 M. & W. 574, 582, 583; Cheltenham & Gt. West. Union Ry. Co. v. Daniel, 2 Q. B. 281, 292; In re North of Eng. Jt. St. Bk. Co., Ex parte Straffon's Exors., 22 L. J., Ch. 194, 202, 203; Taylor v. Hughes, 2 Jones & Lat. 24. See Swan v. North Brit. Austral. Co., 7 H. & N. 603; S. C. in Ex. Ch., 2 New R. 521; 2 H. & C. 175; and 32 L. J., Ex. 273. 2 Hart v. Frontino, &c., Gold Mining Co., 5 Law Rep., Ex. 111; 39 L. J., Ex. 93, S. C.; Re Bahia & Francisco Ry. Co. v. Tritten, 37 L. J., Q. B., 137; 3 Law Rep., Q. B. 584; 9 B. & S. 844, S. C. See, also, Webb r. Herne Bay Improving Com., 39 L. J., Q. B. 221; 5 Law Rep., Q. B. 642, S. C.; and Simm v. Anglo-Amer. Teleg. Co., 49 L. J., Ch. 392, per Ct. of App. 3 Ex parte Unity Jt. St. Mutual Bank. Associat., In re King. 3 De Gex & J. 63; Nelson v. Stocker, 28 L. J., Ch. 760; 4 De Gex & J. 458, S. C. The old common law rule, as recognised in the following cases, is no longer law. Price v. Hewett, 8 Ex. R. 146; Liverpool Adelphi Loan Associat. v. Fairhurst, 9 Ex. R. 423, 430; Bartlett v. Wells, 31 L. J., Q. B. 57; 1 B. & S. 836, S. C.; De Roo v. Foster, 12 Com. B. N. S. 272. Robinson v. Kitchin, 21 Beav. 365; 8 De Gex, M. & G. 88 S. C.; 25 L. M'Cance v. Lond. & N. W. Ry. Co., 34 L. J., Ex. 39; 3 H. & C. 343, S. C. 4 Camp. 381; Watson v. Wace, 5 B. & C. 153, explained in Heane v. Rogers, |