her securities should be, in the first place, applied in moneys of the costs complained of by this appeal. payment of what should remain due to her in respect Upon this short ground, therefore, my opinion is, that of her said securities. And it was ordered that the the direction for the payment of these costs must be same should in the meantime be paid into the Bank, struck out of the order complained of, and that the whole with the privity of the said Accountant-General, to proceeds of the sale must be paid to the mortgagee. the credit of the said matter and cause, subject to the further orders of the Court; with liberty to the defendant and to the mortgagee to bid at such sale. The sale took place accordingly, and Maria Mackinlay, the mortgagee, was declared the purchaser at the price of 530%., which was paid into court, and invested in the usual manner in 5787. Consols. At this time there was due to her for principal and interest 6117. 128. The cause came on to be heard before his Honor the Master of the Rolls, for subsequent consideration, on the 30th June last, at which hearing it was ordered (amongst other things) that it should be referred to the Taxing Master to tax the plaintiff and defendant their costs of the sale of lot 1 (the reversion). And it was ordered that so much of the sum of 5781. Consols, as with a sum of cash then in court and the dividends to accrue, would raise the said costs, should be sold; and that out of the money to arise by such sale and the said cash and dividends, the costs of the plaintiff should be paid to his solicitor, and the costs of the defendant to her solicitor. And it was ordered that the residue of the said sum of 5781. Consols (after payment of such costs), and any interest to accrue thereon, should be transferred and paid to the mortgagee, Maria Mackinlay. Upon the general question, therefore, whether in the case of a mortgagee, party or not a party to a cause, consenting to a sale, the actual costs of the sale incurred by the parties to the cause ought to be paid out of the proceeds of the sale, it is not necessary, and, the question not arising, it would not be right, for us to give any final opinion; but as the point was discussed at the bar, and several cases were referred to upon it, it may be right for me to say, that I am not at present satisfied that these costs ought in such cases to be paid out of the proceeds of the sale. The sales in such cases are for the benefit of the estates, and it seems to me rather hard upon mortgagees, that because they consent to sales for the benefit of other their securities should be saddled with costs, to which they would not otherwise be liable. It is said, that the mortgagees in such cases adopt the suits, and g the benefit of their securities being realised; but they adopt the suits at the instance, and for the benefit other parties; and they might, and probably would in many cases be content to rest upon their securities if the other parties did not desire the realisation them. I may observe also, that this rule of giving the parties their costs of the sale, seems to be of me dern introduction, and not warranted by the eari She then, by special leave, presented a petition authorities. I make these observations, however, with to the Lords Justices, praying that the cause might out intending to give any decided opinion upon br reheard on subsequent further consideration, and question, and only from a desire that it may be f that the order of the Master of the Rolls might be ther considered when it may again arise; for I think varied, and that the Consols and cash might be trans-it of great importance to sales of estates in this court ferred to her; in fact, that the costs of the sale of the that mortgagees should concur in them, and I am very parties to the suit might not be paid out of the pro-apprehensive that, if the proceeds of the sales are ceeds of the sale. It was stated, that the testator's estate was insufficient, and that Maria Mackinlay had proved her debt in the suit. Hobhouse and E. G. White, for Maria Mackinlay, the petitioner, cited Hepworth v. Hislop (3 Hare, 485) and Chissum v. Dewes (5 Russ. 29). Fleming and Jessel, on the other side, cited Dighton v. Withers (31 Beav. 423). any extent to be subjected to the costs of the par Sir J. L. KNIGHT BRUCE, L. J.-I concur. Note for reference-Sid. Smith's Ch. Prac. 1068. ROLLS COURT. Their Lordships reserved judgment. Nov. 15.-Sir G. J. TURNER, L. J., after stating the facts of the case, said-Maria Mackinlay has appealed from so much of this order as directs the costs of the plaintiff and the defendant, of realising the sale of the mortgaged property, to be paid out of the proceeds of the sale. On considering this case, it does not appear to me that it at all touches the question, whether in the case of a mortgagee, not a party to the cause, coming in, and consenting to a sale of the mortgaged property, the actual costs of the sale incurred by the parties to the cause ought to be paid out of the proceeds of the sale, to the prejudice of the mortgagee; for in this case the moneys to arise from the sale are, WILSON v. THE WEST HARTLEPOOL RAILWAY C by the order directing the sale, ordered to be applied, in the first place, in payment of the mortgage. It was argued, indeed, on the part of the respondents, that this direction ought to be construed as applying only to the proceeds of the sale, after deducting the actual costs of it; but I do not think the order can be so construed, for the same words, "the moneys to arise from the sale," are by the order applied to the payment into court by the purchaser; and in that case there could, of course, be no deduction in respect of the costs of the sale. The whole of the moneys to arise from the sale being thus, by the order directing it, devoted to the payment of the mortgagee, I do not see how it could be competent to the Court, by the subsequent order, to direct the payment out of those Specific PANY.-July 15, 16, and 27. · Public company Contr.1When a company, through their directors, hold on the world that a person is their agent for a parti purpose, they cannot afterwards dispute acts dona " him within the scope of such countenanced agency. The general manager of a railway company had is veral instances entered into contracts for the sale of company's lands, which contracts had been adopted the company. He entered into a contract with the pl tiff for the sale to him of a portion of their land, in pursuance of the terms of the contract, the company servants laid down a branch line of railway, and is 19 plaintiff removed machinery and other effects to the land. No act was done by the company to lead the plaintiff to believe that the contract had been entered into without authority. They subsequently repudiated the authority of the manager, and refused to convey the land to the plaintiff. Upon bill by the plaintiff for specific performance-Held, that the case fell within the principle of The London and Birmingham Railway Company v. Winter (Cr. & Ph. 57), and specific performance was decreed. Motion for decree.-The bill prayed the specific performance of a contract entered into by Samuel Chester, as the agent of the West Hartlepool Railway Company, for the sale to the plaintiff of a piece of land belonging to the company, and for an inquiry what damage the plaintiff had sustained by the refusal of the company to perform their contract. The facts of the case appear fully from his Honor's judgment. Selwyn, Q. C., and Fry, for the plaintiff, contended that there was sufficient evidence of the authority of Mr. Chester to enter into the contract; and failing that, that the company could not set up the defence of want of authority, they having by their subsequent acts acquiesced in the contract, and allowed the plaintiff to enter into possession. (The London and Birmingham Railway Company v. Winter, Cr. & Ph. 57; Pauling v. The London and North-western Railway Company, 8 Exch. 867; Earl of Lindsey v. The Great Northern Railway Company, 10 Hare, 664, 700; Laird v. The Birkenhead Railway Company, Johns. 500). Hobhouse, Q. C., and Hawkins, for the defendants.Mr. Chester was the general manager of the company, and selling their lands was not within the scope of his authority. This was a contract which, to bind the company, ought to have been under seal, and their subsequent acts do not amount to a ratification of the contract. (Lind. Part. 207 et seq; The Midland and Great Western Railway Company of Ireland v. Johnson, 6 H. L. C. 798; Buckmaster v. Harrop, 7 Ves. 340). Selwyn, in reply. July 27.-Sir J. ROMILLY, M. R.-This is a suit instituted to enforce the specific performance of a contract contained in two letters of the 7th November, 1859, and the 15th November, 1859; the former was written by Mr. Chester, now deceased, formerly a servant of the company, containing the offer, and the latter is the acceptance by the plaintiff of the offer there contained. The contract is complete as it stands; it is not subject to doubt, and the only questions really in issue are-first, whether Chester had any authority, as their agent, to bind the company; and, secondly, whether, if he had not, the company have ratified and confirmed his acts after it had come to their knowledge that he had taken upon himself so to act. The facts in this case are shortly these. Before November, 1859, the plaintiff was in possession of a piece of land belonging to the company, under some arrangement made with Mr. Chester, the nature of which does not very clearly appear. On the 7th November, 1859, Mr. Chester wrote to the plaintiff as follows: "West Hartlepool Harbour and Railway. "General Manager's Office, Nov. 7, 1859. "Dear Sir,-On condition that you return to this company the piece of land on the west side of the railway, bought of them in August last, I now beg to offer to sell you the three pieces of land (described in the letter) at the rate of 2201. per acre, subject to the conditions and stipulations on which you bought the before-mentioned piece of land in August last, viz. (inter alia), First, the land shall be used for the erection of works; and dwelling-houses shall not be erected on it, with the exception of such as you may require for the use of yourself and your own men. "Secondly, the West Hartlepool Railway Company shall bring a sufficient supply of suitable water for the use of the works. "Sixthly, the West Hartlepool Railway Company will lay down two lines, the entire length between the main line and the land now offered for standage, and for your exclusive use. (Signed), "Per pro the West Hartlepool Harbour and "SAMUEL CHESTER." On the 15th November, 1859, the plaintiff replied to Mr. Chester, as follows: "Dear Sir, I telegraphed you yesterday, and I now write you a formal acceptance of the offer contained in your letter of the 17th instant, on behalf of the West Hartlepool Harbour and Railway Company, the terms of which offer I hereby accept and agree to. As I am anxious to get to work, please instruct your solicitor to send me a draft of the formal contract for my perusal as early as possible." On the 10th November Mr. Chester wrote to the plaintiff acknowledging the receipt of the last letter, and promising to give the company's solicitor instructions respecting the draft conveyance for the land, and stating that Aird was going on with the measurement and plan of the ground. Aird was the surveyor and agent of the company. Nobody can read these letters without seeing that, at all events, Mr. Chester assumed to act on behalf of the company, as their agent, and he apparently thought that he was entitled and authorised so to do. It is clear that he believed he had authority to make the contract, and that he did make it. In the same month of November the materials were transferred from the first plot to the second by various officers of the company, and in fact possession was given to the plaintiff. In the same month Mr. Thomas Bell, the resident engineer of the company, in accordlaid down the rails from the main line of the comance with the terms of the contract, which I have read, pany. The company sees all this going on—that is to say, the corporation in its corporate character sees nothing, at least sees nothing except under the seal of the company; but every member of the company, who attended to the affairs and business of the company, saw all this going on. At the same time the correspondence is entered in the books of the company; it is duly indexed, and copies of the letters are kept in the private office of Mr. Chester belonging to the company; and judging from the account I have received of the contents of this book, it seems to contain various other matters of a similar character, and to be a book solely referring to the affairs and business of the company. During all this time, neither the company, in its corporate character, nor any one of the directors, in his individual character, does anything to lead the plaintiff to suppose that they did not consider the contract binding upon them. The utmost they did, according to their own allegation, was to administer a private rebuke to Mr. Chester, and inform him that he had no authority to enter into this contract. If they did not consider themselves bound, and if they meant to repudiate the contract, the course which they ought to have adopted was perfectly clear. They should have caused a letter to be written by the secretary, in the name of the company, to the plaintiff, informing him that they repudiated the contract, and that Mr. Chester had no authority to enter into it. But although negotiations were going on with the plaintiff to induce him to take another piece of land, it was not until August, 1860, that any written notice was given to the plaintiff that the contract was repudiated by the company; and the plaintiff swears positively, in contradiction of an assertion on the part of the defendants, that this was the first notice he ever received, either verbal or written, that the company would not consider themselves bound by this contract. The defendants were unable to prove any other notice; but, in their inability to do this, they endeavour to set up a constructive notice by a conversation with, or in the presence of, a gentleman, who at that time acted as the plaintiff's solicitor. It is not alleged that any direction was given to him, or any request made to him, to give the plaintiff notice of that circumstance, while the simple and plain mode of proceeding was by writing to the plaintiff directly. This is clear-that Mr. Chester assumed to act in the sale of the land of the company, and to bind them by such contracts. He was also, as it appears by the evidence, so regarded by strangers. The evidence given in court by Mr. Aird, and the documents proved by him, establish that, in several cases, agreements signed in blank by the directors were left in Mr. Chester's hands, and were filled up either by Mr. Chester himself, or under his direction; and Mr. Aird also proves that he made the plan, under the contract with the plaintiff, by the direction of Mr. Chester, and with the knowledge of one at least of the managing directors; and, as he believes, with the knowledge of the others also. He says, on cross-examination, from his own knowledge, that Mr. Chester was in the habit of letting houses, and dealing with parties, with respect to the sale and purchase of land, as agent of the company. Upon this the company sets up this defence-that they are not bound, because the contract is not under the seal of the company, and because Mr. Chester was not appointed their agent by any instrument under seal. If the company are not to be bound by such a transaction as this, it is obvious that no one could safely have any dealings with a company, except by instruments under the seal of the company; and even then the company might allege, that the officer who affixed the seal had no authority to do so, and that it was simply an unofficial act. . 19 say, "Mr. Chester is not our recognised agent, and we are not bound." In my opinion it is not open to them, in this state of circumstances, to make any such defence. This case appears to me to come exactly within the case of The London and Birmingham Railway Company v. Winter (Cr. & Ph. 57). The only difference I can per ceive between the two cases is, that in that case the railway company were the purchasers, instead of the vendors. There they entered into possession; here they put the plaintiff into possession. In both cases they made works on the land: in that case by reason of their ownership; in this case in pursuance of the terms of the contract. If the company can be allowed to say, in its corporate character, that Mr. Bell, ther engineer, had no proper authority to lay down the raik that Mr. Aird, their surveyor, had no proper authority to make the survey or the plan; that the servants of the company who conveyed hundreds of tons of the plaintiff's machinery to the land, and deposited it of it, had no authority to give him possession of the land. and did not so act under any authorised direction or orders of the directors, it is obvious that no such a can bind the company in favour of a stranger. A stranger can never prove the authority of the com pany in such matters; he only deals with the person who are known as the officers and servants of the con pany. But the decision that I have already referral to shews that this Court cannot allow a company to play fast and loose in such a case; when they like contract, to bind a stranger dealing with them; b when their interest is altered in respect of it, to re from the contract, and inform the stranger that ther are not bound by the acts of their servants, and that the burthen of proof of the agency lies on him. E my opinion they have so acted as to disentitle the to raise this defence; and the consequence is, th there must be a decree for specific performance agus them, with costs of the suit. But I shall give a damages". Note for reference-Lind. Part. 207. LINFord v. The PROVINCIAL HORSE AND CATTLE INSURANCE COMPANY (LIMITED).—Nov. 11. Specific performance-Insurance company — Contract ↳ grant policy-Authority of agent. The agent of an insurance company, conducting their barness at a branch office, has no authority, by the mere for of such agency, to enter into a contract to grant a p of insurance without the sanction and approbation of the company. Motion for decree.-The plaintiff was a contract and cowkeeper, living at Hackney, and the defendar were a company for the insurance of cattle at Notting ham, but having branch offices in London, at No. New Bridge-street, Blackfriars, which, in circulars sued by the company, were referred to as the Lond branch offices of the company; and a person nam Webb had been appointed to act as agent of the com I am of opinion that whenever a company, through their directors, hold out to the world a person of this kind for a particular purpose, and ratify his conduct as such, and, so far as the evidence is before me, they have not disputed his authority in any other case but this, they cannot afterwards dispute acts done by him within the scope of such countenanced agency. Here Mr. Chester acted apparently as the agent of the company to let and sell their lands. The directors knew it. They furnished him in some instances with forms of leases signed in blank, which he was to fill up; in other cases they executed deeds conveying lands, of which he alone settled the terms of the agreement for sale. This appears to have been publicly known in the neighbourhood, and until this occasion his autho-pany in London. rity seems never to have been disputed in any way by the company. Mr. Chester then enters into this contract with the plaintiff. It clearly binds the plaintiff, who could not dispute the agency of Mr. Chester, or resist a suit for specific performance by the company. Acts are done in accordance with this contract by the servants and officers of the company which are referable to the agreement, and to nothing else. The two managing directors see this going on, and take no steps to prevent it. They enter into negotiations with the plaintiff for an exchange of this plot for another, which ends in nothing, and thereupon the company The plaintiff, in July, 1863, called at the offices in London, and stating his wish to insure three a for the sum of 421., was required to, and did, so a form of proposal and declaration, giving cerimi information as to the cattle to be insured. Th declaration was, in part, in the following terms:-1 propose the above stock for insurance, according the company's rules and conditions, and agree to p the amount of premium when the policy is presents to me." The plaintiff at the same time paid 10%, c * This case is under appeal. 19 , account of the insurance, and was informed that a person on behalf of the company would call and inspect the cattle. On a subsequent day the cattle were inspected, at the plaintiff's place of business, by Webb, who called at the plaintiff's house, and stated that the cattle should be insured, and required payment of the first premium for the insurance, which was paid to him, the plaintiff taking credit for the sum which he had paid by way of deposit. Webb gave a receipt on behalf of the company in the following terms: "On account of the Provincial Horse and Cattle Insurance Company (Limited), Nottingham. Received of Mr. Linford, of Hedge's Grove, Hackney, the sum of 35s., for insurance for cows. July 30, 1863." "R. C. WEBB, agent. The receipt, which was one of a set of forms of receipt issued by the company for use by Webb, as their agent, was, as to the portions in italics, printed. There was another transaction of exactly the same kind with respect to other cattle. The plaintiff, not receiving his policies, on the 28th September, 1863, wrote to the head offices of the company, at Nottingham, and received from the secretary the following reply, dated the 29th of the same month: "I have your letter of yesterday, and regret to say, that on the face of it Mr. Webb has evidently obtained money from you by false pretences. No proposal of any sort from you has reached this office, and no policy has ever been applied for. On discovering another and somewhat similar charge, I was instructed to dismiss Webb from representing us, which has been done. Lest you should entertain a wrong impression, I wish to add, that the offices are Mr. Webb's private ones, and we much regret our inability, without going to law, to effectually close them." In a subsequent letter of the secretary, the view of the company, as to the question between the plaintiff and themselves, was thus stated: "When our company was formed, the occurrence of such fraudulent acts as this was contemplated, and effectually (as we thought) guarded against. Our forms were settled by counsel, and his attention to this was drawn. "Our proposer's declaration commences, 'I propose the above stock for insurance according,' &c., and agree to pay the amount of premium when the policy is presented to me.' Of course, I do not wish to palliate Mr. Webb's criminality, which is deserving the highest punishment, but we must also expect the public to be at the trouble to read forms which they both fill up and sign." After further correspondence, during which time some of the plaintiff's cattle had died, the plaintiff filed his bill, praying a declaration that he was entitled to have executed and delivered to him by the company, and in the form ordinarily used by the company, a policy or policies of insurance for insuring the cattle mentioned in the two declarations and particulars signed by him, and that the company might be ordered to execute and deliver such policy or policies of insurance accordingly, and to specifically perform their agreement in that behalf. By the answer of the company it was admitted that Webb was the agent of the company in London, and that at his request the office in Bridge-street was referred to in the circulars issued by the company, as the London Branch office of the company; that he was placed by the company in possession of the receipts above mentioned, and of circulars and forms of "proposals," in order that he might represent himself to be, and in fact act as, the agent of the company in London. Caldecott, for the plaintiff, argued that Webb was not a special or particular agent, but a general agent employed to transact the company's business in London, and, therefore, that it was to be assumed that Webb had all necessary authority for conducting the business in London as it might be conducted by the company in Nottingham. (Story on Agency, s. 71; the answer of the company, and the possession of the Wheeler v. Luckett, 15 East, 408). The admissions in forms of receipt by Webb, issued by the company in open form, enabling him to represent himself as the agent of the company for receiving money, and the employment of Webb as agent, at what were by the company called their branch offices, amounted to a statement by the company that Webb was their agent to receive moneys before as well as after the issue of a policy, and that if so the moneys paid by the plaintiff were received by Webb as the company's agent, and amounted to an acceptance by the company of the plaintiff's "proposal" for insurance, and bound the company to issue a policy. The words in the declaration signed by the plaintiff-"I agree to pay the amount of premium when the policy is presented to me," did not in form or substance inform the plaintiff of any limitation of Webb's authority, the declaration being that of the plaintiff and not of the company, and it being only a promise to pay money at a future time, which the plaintiff had, in fact, already paid to called upon. Selwyn, Q. C., and Field, for the company, were not the company. Sir J. ROMILLY, M. R.-Mr. Caldecott, I am sorry to say that the plaintiff entirely fails. This bill is filed to compel an insurance company to grant a policy of insurance; and the question is, whether there is such contract as to compel them to grant a policy. a The bill states that a person of the name of Webb was agent of the company in London; and that at his office were put up the words, "The London Branch Office of the Provincial Horse and Cattle Insurance Company (Limited)." That he was the agent of the company in all the ordinary business, as to which a person could be their agent, must be assumed; but the question is, whether the agent of an insurance enter into a contract to grant a policy of insurance company has authority, by the mere fact of agency, to without the sanction and approbation of the directors grant such a policy, the company are bound to grant of the company; and whether, if he undertakes to the policy. agent's authority. The duty of the company is to In my opinion that is not within the scope of the investigate the proposal made; and the officer who stands behind the counter, or behind the desk, is as much their agent as the person who acts as their agent in the adjoining town or in London. In all these cases he is an agent to receive the proposal, and to inform the person who makes it of the decision to which the directors come; but he has no authority to say, when he receives the money, that the policy shall be granted. It may be that such an officer receiving money on behalf of the company, would discharge a debtor; but the money which Mr. Webb received was the premium for a policy to be granted, and the paper which the plaintiff signed shews that he agreed to pay the premium in exchange for the policy. The plaintiff trusts to the word of the agent that the policy will be granted, but the company refuses to carry it out. I think that even if the money had been paid to the company, and had come into their hands, they would have been at liberty to say, "The agent was acting beyond his authority, and we will not grant the policy." No doubt, if they had actually received the money, they could be compelled to pay it back; and I express no opinion whether they are or not now bound to pay back the money paid to Mr. Webb. Subject to the right of the plaintiff to bring such action as he may be advised to recover the money paid, the bill must be dismissed. Selwyn asked for costs. Sir J. ROMILLY, M. R.-And with costs. Note for reference-1 Lind. Part. 204. 19 has not proved the will. The case of Cooke v. Gittings involved a question, whether the averments in the plea were sufficient; but that was a very different thing from a plea which simply pleads to a bill alleging that a man has proved a will. I think the course which has been taken has been erroneous, and I must overrule the plea, with costs. The defendant Francis Edward Williams ought not, in my opinion, to have sworn he was not an executor. Note for reference-Mitf. Plead. 276, note, 3rd ed. VICE-CHANCELLOR STUART'S COURT. JONES v. WILLIAMS.-Nov. 3. Pleading-Executor. A bill for the administration of an estate alleged that a defendant was the executor of the will, that he had proved the will and received assets: the defendant pleaded that he was not executor, without answering the other allegations:-Plea overruled, with costs. A bill for the administration of the estate of Francis Williams. The bill alleged that the testator duly made his will, and thereby requested his nephews, the defendants Francis Edward Williams and Edward Jones Williams, and his cousin Colonel Meredith, to act as executors; and the will contained a bequest of all the personal estate to them upon certain trusts. By a codicil the testator revoked the appointment of Colonel Meredith, and substituted the name of the Rev. William Ellis Wall. The testator made other codicils, and died on the 28th February, 1864. The bill stated that the will and codicils were not proved until about four months after the death of the testator; and the plaintiffs-parties beneficially interested-received, through their solicitor, an intimation that the defendant Francis Edward Williams intended to raise a question as to the validity of one of the codicils; and they, therefore, in May, 1864, caused a citation to be issued upon the executors out of the Court of Probate, requiring them, within eight days from the date, to accept or refuse probate. On the 14th June, 1864, the defend- | ant Francis Edward Willams and Edward Jones Williams applied to the Court of Probate for a month's time to declare whether they would or would not prove, and on that application an order was made that they should extract probate within a month. Mr. Wall had renounced probate. The bill alleged that Francis Edward Williams had proved the will and codicils, and that he had received rent due to the estate of the testator, and acted as executor of the will and codicils, and had become, and was now, the sole legal personal representative of the testator. To this bill the defendant Francis Edward Williams filed a plea, that he was not the executor of Francis Williams, deceased, in the bill named as the bill alleged. Karslake, in support of the plea, referred to Hill v. Neale (Mitf. Plead. 276, note, 3rd ed.); Cooke v. Gittings (21 Beav. 497); and Fry v. Richardson (10 Sim. 475). Greene, Q. C., and Dickinson, for the plaintiffs, were not called upon. Sir J. STUART, V. C.-The bill alleges that the defendant Francis Edward Williams is an executor, and he by his plea swears he is not. But the bill also alleges that the will has been proved by Francis Edward Williams, and he does not state by his plea that he VICE-CHANCELLOR WOOD'S COURT. Partnership-Suit for dissolution-Arbitration clauseStaying proceedings- Common-law Procedure Ac 1854, sect. 11. A motion, under the 11th section of the Common-law Pr cedure Act, 1854, by an innocent defendant, to stay pr ceedings in a suit for a dissolution of partnership, t the ground of misconduct by a co-defendant, the artis of partnership containing an ordinary arbitration cleve refused, with costs. This was a motion by one of the defendants for a stay of proceedings, pursuant to the Cominon-law Procedure Act, 1854, sect. 11. The bill was filed by William Cook against Nathanie Catchpole and William Hutchinson, and prayed for a dissolution and winding up of the partnership existing between them, and for a receiver. The partnership business was carried on under articles of partnership made between the plaintif and the defendants, and dated in July, 1855. These articles provided, amongst other things, for the continuance of the partnership for ten years from the 1st April then last past, if the partners should so long live, and for the sole management of the business by Catchpole; and they also contained the following ar bitration clause:-"That if at any time during the said partnership, or at any time after the expiration determination thereof, any dispute, doubt, or question shall arise between all or any of the partners, or their respective heirs, executors, or administrators, either on the construction of these presents, or respecting the accounts, transactions, profits, or losses of the trade and business of the said partnership, or any account, valuation, or appraisement to be made as hereinbefore is mentioned, or any other matter, cause. thing whatsoever in anywise relating to such partner ship, the grounds or cause of every such dispute, doubt, or question shall be reduced into writing, and signed by the parties in difference, and shall be referred to the arbitration of such persons as the said partners shall mutually agree upon And that no suit at law or in equity shall be o menced or instituted by any or either of the st partners, his heirs, executors, or administrators, to ing the matters in dispute, unless and until the par ner, his heirs, executors, or administrators, to be mak the defendant or defendants to such suit or suits, sta have neglected or refused as aforesaid to refer the matter in difference to arbitration, pursuant to the agreement hereinbefore contained, or unless the tre limited for making such award or determination sh have elapsed or expired without any such award i determination having been made.” . The partnership accounts up to the 31st December 1859, had been duly approved; but, as the bill allege since that time the defendant Catchpole had soug to make numerous improper charges in his own a vour, and had also dealt improperly with the partne ship moneys; in consequence of which no accounts |