Mr. Harper now applied that the submission to arbitration | testator to substitute one for the other. They cited authorities might be made a rule of Court under s. 17 of the Common Law to prove the rule that a gift by will of a sum as great or greater Procedure Act, 1854. than a debt owing by the testator was always held to be in satisfaction for the debt. Graham Hastings, in support of the application. Smart, for the company, objected that the submission was not by consent. THE MASTER OF THE ROLLS held that the words "submission by consent" were used in opposition to a compulsory reference by order of a judge, and made the order. Solicitor: Broid; Shaw. V.-C. M. By a deed of separation, dated the 17th of July, 1865, between H. Atkinson and Ann his wife, H. Atkinson covenanted to pay to W. F. Singleton during the life of his wife an annuity of 52, commencing from the 1st of February then last past, to be payable by four equal payments: on the 1st of May, the 1st of August, the 1st of November, and the 1st of February in every year, and it was agreed that W. F. Singleton should stand possessed of the annuity upon trust to pay the same as it should become due to Ann Atkinson for her sole and separate use, but not by way of anticipation. And the said deed contained a covenant on the part of W. F. Singleton to indemnify H. Atkinson against any debts which might be incurred by Ann Atkinson. II. Atkinson made his will on the 20th of January, 1871, and thereby devised and bequeathed certain specific property therein mentioned to trustees upon trust to receive the rents and profits and pay thereout to his wife Ann Atkinson the sum of 527. per annum, by four equal quarterly payments, on the 1st of February, the 1st of May, the 1st of August, and the 1st of November, in every year, the first payment to be made on the first quarterly day of payment after his decease. And the testator directed his trustees to accumulate the surplus during the life of his wife, and after her decease to divide the property amongst his children in manner therein mentioned. The testator died on the 20th of January, 1872, and this suit was instituted for the administration of his estate. The question now raised was, whether Ann Atkinson, the testator's widow, was entitled to the annuity of 521. given her by the will in addition to the annuity secured to her by the deed of separation, or whether she was to be put to her election under which instrument she would take. Higgins, Q.C, and Leigh Pemberton, for the plaintiffs, the infant children of the testator, contended that as the annuity given by the will was for the same amount, and was payable on the same unusual quarterly days of payment as the annuity secured by the deed of separation, it was evidence of the intention of the Pearson, Q.C., and Nalder, for the widow, submitted that this case was taken out of the rule as to a legacy being in satisfaction for a debt, by reason of the two annuities being given to different persons, one as a debt to the trustee of the deed, and the other as a gift to the wife, and the interests being of different natures-one being for the separate use of the wife, and the other payable to her free of restraint. The Courts were always inclined to lay hold of minute circumstances whereon to ground an exception to the rule. Ince, for the trustees of the will. Druce, for persons interested in remainder. THE VICE-CHANCELLOR said whatever his own conjecture might be as to the intention of the testator, he considered himself bound by the authorities to hold that the annuity given by the will was in satisfaction for the annuity secured by the deed; and that the widow must be put to her election under which instruSolicitors: Edwards, Layton, & Jacques; Shum, Crossman, & ment she would take. Crossmun. V.-C. M. On this petition an order had been made under the Trustce Act, 1850, vesting the right to transfer certain stock in the parties named in the order, on the ground that a Mrs. Forty had neglected to transfer for twenty-eight days after a request in writing for that purpose. The registrar declined to draw up the order, on the ground that Mrs. Forty's right to representation arose only from being one of the next of kin of the person whose estate was required to be represented, and that she was not, as in Re Ellis' Trusts (24 Beav. 426), named executrix. F. Webb, asked that the order might be made notwithstanding drawn up accordingly. V.-C. M. The case made by the bill was shortly, that the plaintiff and her husband were both ignorant of business, and placed great confidence in a solicitor named Jonas Gregory and his son William Gregory, who carried on business together and were their confidential advisers. In April, 1859, the plaintiff had a sum of 30007., to which she was entitled for her separate use, and of this sum 1300l. was at the suggestion of William Gregory advanced to Jonas Gregory and William Gregory on the security of a memorandum signed by both, by which they charged the same with interest upon an advowson. In the same year the remaining 17007. was advanced by the plaintiff to William Gregory on the representation that it was to be advanced to a Captain Fredericks. William Gregory, however in fact, applied it to his own purposes. No security for it was given to the plaintiff till 1864, when William Gregory gave her a bond for the amount and interest at 5 per cent. In August, 1862, Jonas Gregory retired from business, and on the 29th of January, 1865, he died, having appointed two of | 12th of June, 1852, and by an order of the Charity Commisthe defendants his executors. In May, 1865, the plaintiff and her husband were induced by William Gregory to execute a deed by which the 3000l. was in effect purported to be placed at the disposal of William Gregory, to be invested as he wished without his being responsible for loss, and upon trust to pay the income as the plaintiff should appoint, and in default of appointment to herself for her separate use, and after her death to apply the capital as she should appoint. William Gregory died in March, 1872, leaving an insolvent estate. The executors of Jonas Gregory, however, admitted assets. No legal mortgage of the advowson was ever executed to secure the 13007., and the 17007. was never invested at all, but was spent by William Gregory. During part of the time embraced by these transactions one Thomas Clarke was a partner in the business, but he had no share in the transactions themselves, and was not made a party to the suit. Cotton, Q.C., and E. Cutler, for the plaintiff. sioners dated the 27th of September, 1865, of the Bristol Municipal Charities, by their petition prayed an investment of the 19567., and that the interest on such investment might, until further order, be paid to F. W. Newton, the present secretary of the trustees, and to his successors the secretary for the time being of the trustees. Roupell, in support of the petition. THE VICE-CHANCELLOR expressed some doubt as to making an order for payment to the secretary only, but on the production of similar orders-one made in relation to this charity-and on being informed that there was no treasurer, made the order in the form prayed. Solicitors: T. White & Sons. July 31. Glasse, Q.C., and Waller, Q.C., for the executors of Jonas of the House of Lords, dated the 22nd of June, 1874, might he Gregory. Macnaghten, for the executor of William Gregory. THE VICE-CHANCELLOR held on an objection to the suit for want of parties, that Clarke was not a necessary party as being a co-partner; and on the merits, that the transactions were not within the ordinary business of solicitors, and consequently that one partner could not bind the other, and that Jonas Gregory took no part in the transactions relating to the 17007., and his estate incurred no liability in respect thereto, but he had taken part in those relating to the 13007., and his estate was liable to make good that sum with interest. He held further, that the deed of 1865 having been executed by the plaintiff without independent advice was not binding on her, and did not operate to release either of the estates from liability. V.-C. B. MERCHANT BANKING COMPANY 2. MAUD. Repayment of Money paid in under an Order of Court-Interest. W. F. Robinson, on behalf of defendants, moved that the order made an order of this Court, and that plaintiffs might be ordered on or before the 10th of August, 1874, to pay to defendants the sum of 2133. 1s. 8d. the balance of 25801. 2s. 41. paid to plaintiffs on the 9th of March, 1871, pursuant to the order of the Lord Chancellor of the 19th of December, 1870; interest at 5 per cent. from the 9th of March, 1871, up to the 10th of August, 1874, upon the amount to be repaid by plaintiffs, being included in the sum claimed by defendants under their present application. In support of this claim for interest, Rodger v. Comptoir d'Escompte de Paris (Law Rep. 3 P. C. 465) was cited. Eddis, Q.C., for plaintiffs referred to Parker v. Morrell (2 Ph. 453) as shewing that the ordinary rule of this Court was that when money paid under an order or decree was on appeal ordered to be repaid, the repayment was without interest. THE VICE-CHANCELLOR said that the rate of interest claimed, Solicitors: Radcliffe, Davies, & Cator; William Bohm; P. B.5 per cent., was excessive, and that 4 per cent, only could be Matthews. In this case a married woman residing in Devonshire was entitled to a sum of money under 5007., and the Court was asked to sanction the payment to her without requiring her separate examination in Court. Shebbeare, Maclean, and Watson, appeared for the parties. THE VICE-CHANCELLOR said he had lately made several orders for payment of small sums of money to married women upon their separate receipts. He had also spoken to the Master of the Rolls upon the subject, who was of opinion that it was a very convenient course to pursue. He therefore considered it now the settled rule that whenever a married woman was entitled to any sum under 500, the money might be paid, with the husLand's consent, to the married woman on her own separate receipt. His Honour said that since he had sat as judge he had taken the examination of about 800 married women, and he had never yet met with a single case in which the lady examined had refused to allow her husband to have the money. Solicitors: Langdon; Nelson; Winter, Williams, & Co. allowed. On the main question, however, he adopted the decision of the Privy Council, as laying down a just and reasonable rule, which ought to prevail in all cases. The amount must therefore be repaid with interest at 4 per cent. Solicitors: Champion, Robinson, & Poole; Flux & Co. J. Bill by the registered officer of the National Bank against Sir McKenna, Philip Vanderbyl, John Harvey Lewis, and Frazer Bradshaw Henshaw, former directors, charging as follows:The original capital of the bank having been 1,000,000l. in 20,000 50%. shares, McKenna, the most influential of the directors, devised the following scheme. New capital to the extent of 1,000,000l. in 20,000 shares of 50%. each was issued. The old shareholders, to whom this would have to be offered first, were partly prevented from taking it up by the short time (sixteen days) allowed for application, partly discouraged from the studied uncertainty which was maintained as to the intervals at which the share moneys would be called up, and partly bribed by the direct offer of 5l. per share for every new share refused by them. In anticipation of a large number of the new shares being thus not taken up, a resolution was framed, without the knowledge of the solicitor of the bank, interpolated between others, and carried at a meeting on the 16th of February, 1864, to the effect that the committee of management should be authorized to enter into a provisional agreement with "solvent and respectable" applicants to sell to the same, at the price of 301. premium per share, all such shares as might be offered to the old shareholders at 251. premium and declined by them; provided nevertheless that the intending purchasers review of the undisputed facts, His Honour must hold that the should lodge a sum of 25,000l. with the bank as a guarantee that defendants were not competent to purchase these shares from they would fulfil their contract, which was to continue a guaran- Stock for themselves. They could not be substituted as purtee until all the shares should have been fully taken up and paid chasers in his place; and even if it were competent for Stock to for. Then on the 23rd of February, 1864, one Thomas Osborne sell, these trustees could not buy back the trust property from Stock, who was an insurance broker, doing a small business, and him for their own benefit. Upon a review of the evidence, which who in 1866 compounded with his creditors for 9d. in the pound, was imperfect and conflicting, as to the " William and Anthony" at the instigation, as the plaintiff alleged, of McKenna, wrote to shares, His Honour, sitting as a jury, must conclude that in this the directors offering to hand them 25,000l. to be placed in the instance also, as was admitted in the other cases, McKenna joint names of himself and another director, as a guarantee realized large profits for his own benefit. The charges of comthat he would for himself alone, or with others, take from them bination and preconceived arrangement, though not unwarranted at a premium of 301. each, all the new shares which should not by what appeared from the company's books, and from the docube accepted by the old proprietors. The 25,000l. was paid, as the ments and correspondence, His Honour thought were not so plaintiff alleged, by the assistance of the defendants, out of the proved as that he could deal with them. The plaintiff was, bank moneys. In the result 10,443 of the new shares were not nevertheless, entitled to a decree declaring that the defendants, taken by the old members. Of these, 665 were allotted to friends as partners in and trustees for the National Bank, were accountof the defendants. There remained 9778, which it was arranged able for all the profits which they had received from the sale of should be allotted to Stock. Of these 1750 were appropriated to any of the 9778 shares, and of any of the bonus shares issued to McKenna, 1750 to Lewis, 500 to Vanderbyl, and 300 to Hen- them or to their nominees; with inquiries as to what each deshaw. Upon each of these shares 51. had to be paid. Stock fendant had received; and payment with interest at 41. per being wholly unable to pay 48,890l. to meet this the 25,000l. cent.; and the costs of the suit up to the hearing. As to guarantee was transferred to another account, purporting to McKenna the account must extend also to his profits on the represent a payment to that amount, which was never in fact" William and Anthony" shares. made, and the rest was paid with a sum borrowed from the bank Solicitors: William Tatham & Son; Murray & Hutchins; for the purpose. The shares were then sold in parcels to bonâ | Tathams, Curling, & Pym; Tahourdin. fide purchasers. A few days before each completion, they were entered for the time in the books in Stock's name, and then transferred from Stock to the purchaser, the defendants' names not ap- V.-C. H. pearing. Meanwhile, by calling up the share moneys as quickly as the deed permitted, the directors caused the value of the shares to rise rapidly, and thus by sales of the shares realized enor-Order upon a Solicitor to pay Money into Court-Committal in mous profits. McKenna admitted that by a sale of part only of the 1750 shares he realized 15,850.; Vanderbyl admitted 14,9277. profit from the sale of 500 shares; and Lewis admitted By an order made in this matter and in the cause dated the profits at the rate of 46,500l. on 1550 shares. Upon two batches 21st of February, 1873, Mr. F. B. New, a solicitor, was ordered of shares, 1600 and 900 respectively, sold in Ireland, nominally to pay 2001. by a day named into Court. That order was disfor the benefit of William, a brother of Sir Joseph McKenna, obeyed, and Mr. F. B. New was on the 17th of July, 1873, by a and one Anthony Fox, called the "William and Anthony" | writ or warrant arrested and committed to the county gaol of shares, it was acknowledged by McKenna that a sum was Essex, and he was now detained there by the sheriff of Essex a realized of 234,1547. A new issue of bonus shares was also made prisoner for not paying into Court the sum mentioned as by the by the defendants, under the direction of McKenna, of which order he was commanded to do. A year having since the date each of the defendants obtained several. of committal expired, The bill prayed for a declaration that the issue of the 9778 shares was a fraud and breach of trust, and that the defendants might be decreed jointly and severally to make good the same; or for a declaration that the defendants were trustees for the bank of all moneys which they had received from the sale or disposition of any of the 9778 shares, and of the bonus shares, and for account and payment. Kay, Q.C., Sir H. James, Q.C., Lindley, Q.C., Graham Hastings, and Armstrong, for the plaintiff. Glasse, Q.C., Sir J. B. Karslake, Q.C., and North, for Sir J. Hawkins, Q.C., Fry, Q.C., and Davey, for Lewis. Bristowe Q.C., and Tahourdin, for Vanderbyl. THE VICE-CHANCELLOR said that this was an ordinary trading partnership, the conduct of which was entrusted to certain of the partners, namely the directors, who were trustees of all the property of the partnership for all the members, and not for their own personal or separate benefit. The property created by the resolution of February, 1864, was as much an asset of the partnership as any other, which the directors were bound to sell for the benefit of all the partners upon as advantageous terms as possible. Why the mode of dealing with the new shares through the agency of Stock was resorted to, His Honour had heard no good reason suggested; or why the proceeding was not communicated to the shareholders. The plaintiff's case, however, went further. He alleged that these particular defendants had made large profits by the sale of these new shares. Upon a In re THOMPSON'S ESTATE. July 30. July, 1873, to Gaol for Disobedience-Debtors Act, 1869, s. 4— Pemberton now moved that Mr. New might be ordered to be discharged out of custody pursuant to the provision contained in the 4th section of the Debtors Act, 1869 (32 & 33 Vict. c. 62). Methold, for the Sheriff of Essex. THE VICE-CHANCELLOR made the order asked for, and expressed an opinion that an order of the Court was necessary for the discharge of the prisoner from custody. Solicitor for the prisoner: H. L. Pemberton. Solicitors for the sheriff: Paterson, Snow, & Burney, agents for Gepp & Sons, Chelmsford. Solicitor for the plaintiffs: W. Haigh. This was an ejectment bill to recover an estate, of which the defendant had been in possession since 1784. The plaintiff endeavoured to avoid the Statute of Limitations by alleging that the defendant's grandfather and father, and the defendant himself had possessed himself and themselves and suppressed the registers of two parishes containing certain baptismal and other entries. Freeling now asked to be allowed to file a double plea. THE VICE-CHANCELLOR granted the application, and ordered PAGE 183 V.-C. B. 185 V.-C. B. 185 AGRICULTURIST CATTLE INSURANCE COMPANY, In re (Winding up V.-C. M. BROWN V. BROWN AND SHELTON (Suit for Dissolution-Prayer for 183 181 184 180 186 P. & M. 186 During the sittings of the Courts THE WEEKLY NOTES will be published on Saturday, and will generally comprise Notes of the Decisions up to and including those of the previous Wednesday. All cases of permanent interest noted herein will be reported in full in THE LAW REPORTS. House of Lords. H. L. (Committee for Privileges.) NAIRNE PEERAGE CLAIM. Pedigree clear-Claim allowed. THE LORD CHANCELLOR (LORD CAIRNS) this day expressed his opinion that the claimant's pedigree was clearly made out; and that the only question of law (one of construction), must be decided entirely in her favour; the Marchioness having completely established her claim. The Committee therefore passed a resolution accordingly; which resolution was reported to the House, and agreed to, with a direction that the judgment should be laid before Her Majesty "by the Lords, with white staves, and then transmitted to the Lord Clerk Registrar of Scotland," to be in due form recorded. Agent for the claimant: Andrew Gillman. In re AGRICULTURIST CATTLE INSURANCE COMPANY. The company was formed as an unlimited company under the 7 & 8 Vict. c. 110. The policies issued by them contained a clause that the insured should have no claim against the shareholders beyond the amount unpaid on their shares. The company was ordered to be wound up in 1861, and the assets of the company, including the amount payable on the shares under the deed of settlement, were applied in paying the policy-holders and the general creditors of the company pro ratâ, and the balance due to the general creditors on their debts was paid by additional calls on the shareholders. The Master of the Rolls made an order directing that the costs of the winding-up, which were very considerable, should be paid by calls on the shareholders, so that no part should fall on the limited fund applicable official manager appealed, contending that the costs of realizing to the payment of the policy-holders. From this decision the the assets of the company, and a proportionate share of the general costs of the winding-up, ought to be borne by the limited fund of the policy-holders. Morten, Q.C., and H. A. Giffard, for the appellant. Jackson, Q.C., and Millar, for the creditors' representative. THE LORD CHANCELLOR said that the policy-holders were entitled to have the assets of the company realized, and if, instead of paying up their calls voluntarily, the shareholders rendered Aug. 4. it necessary to enforce payment by proceedings in the winding-up, the expense incurred ought properly to fall upon them and not upon the policy-holders. He was of opinion that the Master of the Rolls was right, and the appeal must be dismissed. THE LORDS JUSTICES Concurred. The Dowager Marchioness of Lansdowne, by petition to the Crown, prayed Her Majesty Queen Victoria to adjudge and declare that the Marchioness was entitled to the honour and dignity of Baroness Nairne in the Peerage of Scotland. The original grant was by patent of Charles II., dated at Whitehall the 27th of January, 1681, to Sir Robert Nairne for life, and after his death, to the heirs of his daughter's marriage with the fourth son of the Marquis of Athole. The marchioness' petition was referred by the Queen to the House of Lords, by whom it was referred to their Lordships' standing Committee for Privileges. Mr. John Pearson, Q.C., Mr. Gordon Junner, and Mr. David Chrichton, appeared as counsel for the claimant. Solicitors: J. Elliott Fox; Warry, Robins, & Burges. M. R. Aug. 1. In re POOLE FIRE BRICK AND BLUE CLAY COMPANY. HARTLEY'S CASE. Company-Issue of fully paid-up Shares-Non-registration of Contract-Mistake-Rectification of Register-Companies Act, 1867 (30 & 31 Vict. c. 131) s. 35. The above-named company was registered on the 23rd of December, 1870. On the preceding 5th of December, an agreement had been entered into between Henry Boden of the one part and a trustee for the company of the other part, whereby Boden agreed to sell to the company certain property for 12007. The Attorney-General, The Lord Advocate (Mr. Gordon, Q.C.), and Mr. Badenach Nicolson, attended on behalf of the Crown. After an investigation which had largely occupied the Com-in cash and 48007. in fully paid-up shares of the company. In mittee in previous sessions, No. 29.-1874. January, 1871, Boden requested the directors to allot to Hartley as his nominee 200 fully paid-up shares, part of those agreed to to be given to Boden; and on the 12th of January 200 shares were allotted accordingly to Hartley, and his name was entered on the register. In June, 1871, the directors discovered that the agreement with Boden had not been filed with the Registrar of Joint Stock Companies, as required by the Companies Act, 1867, s. 25; they thereupon cancelled the shares issued to Hartley, who delivered up the certificates which had been given to him. On the 13th of June, 1871, the agreement was duly filed, and 200 shares were subsequently issued to Hartley as fully paid-up. The company was afterwards wound up, and the liquidators placed Hartley on the list of contributories in respect of these shares. A summons was taken out to remove his name from the list, and now came on to be heard. Cracknall, for Hartley. Southgate, Q.C., and Chester, for the liquidators. THE MASTER OF THE ROLLS held that as the shares had been clearly issued and accepted as fully paid up under a mistake, the directors had only done what the Court would have done upon a proper application being made; that it was not necessary to come to the Court; and consequently that Hartley's name must be removed from the list in respect of these shares. Solicitors: H. Wickens; Miller & Miller. Demurrer. which was partly as follows:- Charles Herbert of Occlestone, his executors and administrators, Bonds of the East Indian Loan, to the nominal value of 3000?., At the date of the will the testatrix had 5 per cent. Debenture but they were paid off in her lifetime, and at her death on the 13th of February, 1874, her estate comprised no Indian securities. The bill was filed by the parties interested in the 3000. Nov. 3. legacy against the executors, and asked for a declaration that the legacy was not adeemed, and that they were entitled to have it paid out of the funds beqeathed to Robert Charles Herbert. The defendants demurred for the purpose of raising the question of construction. Practice Deposit of Documents for safe Custody. In this case an order had been made on motion restraining the defendant from negotiating or parting with two bills of exchange, and directing him to deposit the same at the Record and Writ Clerks' Office. Whitehorne now mentioned that under the present practice the Record and Writ Clerks declined to receive documents for safe custody, and thereupon THE MASTER OF THE ROLLS varied the order by directing that the bills be deposited with the chief clerk. Solicitor: Summerhays. Demurrer. T. B. Pease by his will, dated the 12th of November, 1839, gave 5000l. to three trustees upon trust to invest and pay the income to his daughter Hannah Ford for life, and gave her an exclusive power to appoint the fund amongst her children or the issue of deceased children born in her lifetime, "upon such conditions, with such restrictions, and in such manner as she should direct," and with the usual trusts in default of appointment. He also gave a sum of 10,000l. to another daughter, Susanna Busk, upon similar trusts by reference. Davey, for the demurrer, contended that the legacy was specific and had been adeemed. Glasse, Q.C., and W. C. Renshaw, for the plaintiffs, contended that the legacy was either general or demonstrative, and that there had been no ademption. THE VICE-CHANCELLOR held that the primary intention of the testatrix was to give the legacy, irrespective of the mode of investment, and that the words did not make it necessary to hold that it was specific. The demurrer was, therefore, overruled. Solicitors: Renshaw & Rolph; Paterson, Snow, & Burney. William Thompson, who died on the 29th of July, 1865, by his will, dated the 15th of September, 1859, devised the Upsland farm to trustees and their heirs upon trusts after declared. He bequeathed all his personal estate not specifically bequeathed to the same trustees upon trust to convert and invest the proceeds, and declared that the trustees should stand possessed of Susanna Busk, by will dated the 19th of March, 1868, made" the said " hereditaments and of the moneys, upon trust to pay certain appointments of the 10,000l., and directed that it and other property subject to the same trusts should be paid to the trustees of her will, and held by them upon certain trusts for investment more extensive than those in Pease's will. an annuity of 60l. to his widow during her life or widowhood, and another annuity which lapsed by death in his lifetime, and then upon trust "out of the residue of " his personal estate "and the said rents and profits, interest, dividends, and yearly proceeds, or by mortgage of the said" hereditaments to pay to three grandchildren, whom he named, three legacies of 2507. each, to be paid to them when they should attain 25, but without any interest in the meantime; subject thereto to pay the rents and profits, interest, dividends, and yearly income of the Upsland estate and the trust moneys to his son William for life, and after his decease "to pay thereout the clear yearly sum of 501." to his grandson William John "until" he should attain 25, but if William John should have attained 25 in the lifetime of William, or on attaining that age after his death, upon trust to pay the residue of the personalty to William John absolutely, and the rents and profits of the realty to William |