the express enactment to that effect in this Statute though it might have been questioned whether the proper friendly purposes of the society were tainted with the illegality. That question may depend on the circumstances of each case. In the constitution of some societies the protective element is the main and most prominent purpose of the formation of the body; in others the benefits provided to members are the most important, and the trade purposes are comparatively insignificant.

REGISTERED TRADE UNIONS.

Hitherto the Statute treats of the general law with regard to Trade Unions, including those upon which it afterwards confers special privileges. We now come to the special rights which it confers, and the conditions which it annexes.

The sixth section provides that “ any seven or more members of a trade union may, by subscribing their names to the rules, and otherwise complying with the provisions of the Act with regard to registry, register the trade union under the Act, provided that if any one of the purposes of such trade union be unlawful, such registration shall be void."

It becomes necessary to consider under this section what purposes of a trade union are now unlawful, seeing that no illegality attaches to them merely by reason of their being in restraint of trade. It would seem that in this respect a trade union is subject simply to the same restrictions as any other association, and that the illegality that vitiates the registration is just what would invalidate any ordinary contract. It is however of the utmost importance to trade unions to see that none of their rules are illegal, since the illegality of any one of them is enough to deprive them of the privileges of the Act.

By the general rule of law, the parties to a deed are barred or estopped from contradicting it or assigning to it any intent beyond that which appears on the instrument itself, but an exception exists on the ground of public policy in the case of contracts or agreements made upon an illegal consideration, or for the purpose of effecting an illegal object.2.

Hence it might be contended that a society, or any of its menibers, should be permitted, notwithstanding this clause, to impugn the validity of its registration on the ground that it had been formed for an illegal purpose not appearing on the face of its rules, or that its funds had been applied to such an illegal purpose.

i

But

See Farrar v. Close, cit.; R. v. Stainer; Gibson v. Stewart, June 6, 1834, 12, 683, Dec. 16, 1835, 14 S. 166, rev. Aug. 3, 1840; 1 Rob. 260; Hodges v. Wale, 2 W. R. 65. Comp. Reg. v. Lundie, 31 L. J., Mag. Ca. 157, as to the bye-law of a corporation which may be good in part and bad in part, but only where the two parts are entire and distinct from each other. See below, p. 293. 22 Stephen's Com. 108. Collins v. 341. Paxton v. Popham, 9 Ex. 421. Q. B. 185.

Blantern, 3 Wils. 341, 1 Smith's L. C. 325,
Tallis v. Tallis, 1 E. & B. 391, 22 L. J.,

it is difficult to see to what practical advantage of the person pleading the illegality this could tend; for it would simply leave the matter to be ruled by the common law, according to which, if the illegal condition is separable and not dependent upon the other terms of the agreement between the parties, it alone is avoided, and the other conditions remain valid; while if it appear, on the other hand, that the formation and constitution of the society have been wholly induced and affected by an illegal purpose, it follows from established rules of law, with regard to contracts and obligations, that they are utterly null and void.2

It may be useful to notice some of the "purposes" which may be held, under this clause, to annul the registration of a society.

It is to be observed that a contract becomes void on the ground of illegality if a Statute inflict a penalty for doing the thing for or about which it is made, even if that Statute does not expressly mention that the thing is unlawful, "because a penalty implies a prohibition though there are no prohibitory words in the Statute."3

All societies are deemed unlawful combinations the members of which take such oaths or engagements in the nature of oaths as as are expressly prohibited by 37 Geo. III. c. 123, or are not required by law, or the members of which shall subscribe any unauthorised test or declaration, as well as societies which shall comprise members whose names shall be unknown to the society at large. Formerly it was held that an oath was unlawfully administered by a society whose object was to raise wages. For whatever purpose a society is formed it is unlawful (unless expressly declared by Statute to be legal) if its members are bound by oath not to disclose its secrets."

5

Any purpose which interferes with the course of public justice, or may provide for holding out incentives to the commission of crime, will be illegal so as to avoid registration. Of this nature is the payment of money to stifle a prosecution, or restrain a person from giving evidence as a witness in a Court of Justice. Mere inter

1 1 Stephen's Com. 108. 1 Bell's Com. 332. Gaskell v. King, 11 East. 167. Wigg v. Shuttleworth, 13 East 87. Howe v. Synge, 15 East 440; 1 Smith L. C. 346. Price v. Green, 13 M. & W. 695, 15 M. & W. 346. See above, pp. 290, 292.

2 Waite v. Jones, 1 Bing. N. C. 662. Gaslight Co. v. Turner, 5 Bing. N. C. 666, 6 Bing. N. C. 324. Shackel v. Rosier, 2 Bing. N. C. 634.

3 Per Holt, C.J., in Bartlett v. Vinor, Carth. 252, cited by Tindal, C.J., in De Begnis v. Armistead, 10 Bing. 110. D'Alex v. Jones, 26 L. J. Ex. 79. Warner v. Armstrong, 3 My. & K. 61. Gordon v. Howden, Feb. 22, 1843, 5 D. 698, rev. April 28, 1845, 4 Bell's Ap. 254, 12 C. & F. 237. Fraser v. Hill, Jan. 17, 1852, 14 D. 335, rev. 1 Macq. 392; see 16 D. 789. Taylor v. Crowland Gas Co. 10 Ex. 293. Ferguson v. Norman, 5 Bing. N. C. 66.

439 Geo. III. c. 79; 52 Geo. III. c. 104; 57 Geo. IV. c. 19; 2 & 3 Vict. c. 12. Hume's Com. vol. i. p. 556.

5 R. v. Marks, 3 East. 157. R. v. Bull, 6 C. & P. 563.

R. v. Lovelass, 1 M. & Rob. 349, 6 C. & P. 596.

7 See Elworthy v. Bird, 9 Moore, 430; 13 Price, 222.

8 Ward v. Lloyd, 6 M. & G. 85; Kirwan v. Goodman, 9 D. P. C. 330, 5 Engl. Jur. 293; Pool v. Bousfield, 1 Camp. 55; Williams v. Bayley, 35 L. J., Ch. 717; Keir v. Leeman, 6 Q. B. 308, 9 Q. B. 371; Collins v. Blantern, 2 Wils. 341, í Smith's L. C. 324; Bell's Pr. 41; 1 Bell's Com. 298.

ference with private rights has been thought not sufficient to make a contract void, e.g. " where the consideration is a breach of contract or of private trust, the contract may be enforced, and the persons injured by its performance are left to the ordinary means of redress." But though this is the law with regard to a contract between two individuals, the law of "conspiracy" often renders a purpose criminal when concerted by several, although it would not have that character if entertained merely by an individual. The effect of conspiracy in this respect is now less important, because under the law as altered in 1871 no one is liable to prosecution for conspiring to do any act on the ground that it restrains, or tends to restrain, the free course of trade, unless the act be violence, threats, or molestation or obstruction in the manner and with the intention defined in the Criminal Law Amendment Act of 1871.2

The seventh section of the Act enables Registered Trade Unions to hold land to the extent of one acre, either as proprietors or lessees. The title to it must be in the name of the trustees of the Union, and the Society, that is, the trustees acting under the orders of the Society, or of those to whom it has delegated its powers, may sell, exchange, mortgage, or let the land belonging to it. It is further enacted that "no purchaser, assignee, mortgagee, or tenant shall be bound to inquire whether the trustees have authority for any sale, exchange, mortgage, or letting, and the receipt of the trustees shall be a discharge for the money arising therefrom.". This of course does not relieve persons dealing with a Trade Union from ascertaining who are in fact its trustees. This cannot be conclusively ascertained, as it is intended to be in the case of Friendly Societies, by inspection of the returns made to the Registrar: because changes of the officers of Trade Unions are required to be returned to him only once a-year, not immediately after appoint

ment.

It is further enacted, that for the purpose of this section "every branch of a Trade Union shall be considered a distinct union.” This makes it necessary for every branch to be registered separately, and to have its own trustees. The next section also declares that "the real and personal estate of any branch of a Trade Union shall be vested in the trustees of such branch." There is a difference in the language used in the two sections, from which it might be supposed that separate registration is required only when a branch desires to be the owner or lessee of land. For the purposes of section 7 each branch is to be considered "a distinct union," and only a" union registered under the Act" has the privileges conferred by that section. The clause is still clearer than that which has been held to have a similar effect in necessitating the separate regis

1 Smith's L. C. 348, citing Walker v. Richardson, 10 M. and W. 294, per Parke, B.; Jackson v. Cobbin, 8 M. and W. 797, per Vaughan, C. J. Rudyard's case, 2, Vent. 73. Mr. R. S. Wright's interesting little work on the Law of Conspiracy was published after this was in type.

234 & 35 Vict. c. 32, sec. 1.

tration of all branches of "affiliated societies" under the Friendly Societies' Act.1

In sec. 8, on the contrary, it is merely said that the real and personal estate of a branch shall be vested in the trustees of such branch. There is undoubtedly considerable vagueness about the relation of branches to the Central Society. They are here supposed to have separate estates and trustees. In many cases they certainly have, and then it is plainly the safer course, even if it be not necessary, to register the branch as a separate society, just as all lodges of Oddfellows and Foresters are separately registered under the Acts relating to them.

Upon the whole, there is no sufficient reason for holding that each branch is to be deemed a distinct union only when it holds land; and that it is protected as to its personal or moveable property, although not registered, provided only the central lodge or society is registered. All that can be safely said is, that if the branches of a registered Trade Union are content to hold no separate funds, but merely to meet for the appointment of delegates to the Central Board, and for other business not connected with money matters or property, and if they leave their whole financial concerns in the hands of that Board with a single set of trustees, there is perhaps no necessity for their separate registration. Each society ought to look to this in framing its constitution.

The 8th section of the Act, which is a nearly verbatim transcript of 18 & 19 Vict. c. 63, s. 18, as to Friendly Societies, vests all the real and personal estate belonging to any registered Trade Union "in the trustees for the time being of the Trade Union appointed as provided by this Act, for the use and benefit of such Trade Union and the members thereof." Every Trade Union therefore must have trustees. The only statutory provision with regard to their appointment which can be referred to by the words " as provided by this Act," is that in the Schedule (Of matters to be provided for by the rules), art. 4, there being no statutory regulation for their appointment such as in s. 17 of the Friendly Societies' Act. The most important of the rules of a Trade Union, therefore, are those which provide for the appointment and removal of trustees. It is for many reasons not expedient, though of course it is competent, for the rules to require an annual election of trustees. If, however, they do so, annual re-election may be sufficient to obviate any difficulties.

The force of this vesting clause is shown in the case of Yeates v. Roberts, where it was held to entitle the trustees of a newly registered Friendly Society to obtain delivery of the monies in the hands of a person who held office in the society before the registration, but who had been expelled along with others. He pleaded that

1 18 & 19 Viet. c. 63, sec. 49. "The word 'Society' shall extend to and include every branch of a society by whatever name it shall be designated."

23 Drew. 170, aff. 7 De G. M. & G. 227.

the expulsion was illegal, and that he and the other expelled members were the original society for whom he held the funds.1

On the death or removal of trustees, "the property of the society shall vest in the succeeding trustees for the same estate and interest as the former trustees had therein, and subject to the same trusts, without any conveyance or assignment whatsoever, save and except in the case of stocks and securities on the public stocks of Great Britain and Ireland, which shall be transferred into the names of such new trustees" (s. 8).

The case of Dewhurst v. Clarkson2 may be referred to as showing the necessity on the appointment of new trustees of attending strictly to the rules of the society, else the former trustees may successfully resist a demand for delivery of the property or funds. There a rule provided for the appointment of three trustees-one of whom should be treasurer; three persons were appointed trustees, and a fourth person was appointed treasurer. The trustees were held not entitled to maintain an action for money had and received to the use of the society against the former treasurer; no new treasurer having been appointed under the rules, and the trustees not being entitled to maintain the action unless one of them were treasurer. That case occurred under 13 & 14 Vict. c. 115, which contains no clause similar to sec. 12 of this Act, providing a summary remedy for "wilfully withholding" funds, though it is not clear that that would have made any difference in such a case.

Where a single new trustee is appointed in consequence of a death, resignation or removal, to act along with others previously in office, the effect of this clause is to "make the continuing and the new trustees joint tenants; it operates as a new appointment of all."3

The part of this section relating to the trustees for branch societies has been already considered.

This section concludes with the words: "And in all actions or suits or indictments, or summary proceedings before any Court of summary jurisdiction, touching or concerning any such property, the same shall be stated to be the property of the person or persons for the time being holding the said office of trustee, in their proper names, as trustee or trustees of such Trade Union, without any further description."

(To be continued.)

"If the lodge was lawfully expelled, there is an end of all question. And if it was not lawfully expelled, either the members of it can enforce their restoration to the society, or the law is defective in not providing a remedy for that wrong. Still the property of the society must be delivered to the trustees who are appointed by law to hold it. Per Turner, L. J. See also Hodge v. Wale, 2 W. R. 65.

"

23 E. & B. 194, 23 L. J., Q. B. 247; Roberts v. Price, 4 C. B. 1231, 16 L. J., C. P. 313. But see Sharpe v. Warren, 6 Price, 131.

3 Per Maule, J., in Walker v. Giles, 6 C. B. 622, 18 L. J., C. P. 323, decided under the like clause in 10 Geo. IV. c. 56.,