16 Shebbeare.-I think, my Lord, there is a little misunderstanding about that. I understand these shares were previously allotted. LORD CHANCELLOR.-We have gone through the whole of it, and I desired Mr. Karslake to shew me the proof of the assertion, that they were previously allotted. Upon an examination of the matter, there was no evidence produced of the hypothesis of Mr. Karslake, that there had been a double issue of shares under the same numbers. Neither was there any evidence of the fact, that the allotment had been previously made; and upon the official manager being asked, on his appealing to the entry in the books, whether there was any date to the entry, he said there was none; and therefore I must, in all reason, assume that, if shares are entered in a book, allotted to five persons, which bear the same numbers with the shares originally allotted to Mr. Lane, and the scrip certificates of which were delivered up by him, the allotment to the five persons was subsequently made. The 100 shares appear to have been allotted to five persons in the books, and those 100 shares previously allotted to Mr. Sheridan appear in the public registry now, as held by those five individuals. It is impossible, therefore, to take any case in which there have been acts or conduct, on the part of the company, more reconcileable with the hypothesis, that the com only that ultimately the sanction of a general meeting transfer or surrender by Sheridan some days prewas obtained. It has been considered, in the Court of viously to the time when the new assignment was the Vice-Chancellor, as if this word "previously" meant made to Goosey. But probably the entry was not previously to any proposal-previously to any treaty-made in the public book at the registrar's office until previously to the contract being considered and ma- the 22nd February, which is one day after the date of tured. I am not of opinion that that is the correct the assignment to Goosey. There was here, therefore, meaning of the term. I hold the meaning of the term a public announcement to the whole world-a fact to be this-that the sanction of the general meeting which must have been known to the shareholdersshall be obtained to the contract-that is, to the con- which I must take to have been known to the sharetract, when matured and finished, subject only to the holders at the meeting-that 200 of these shares had condition, that this assent and approbation shall be been transferred to, and accepted by, the company. something previous to the contract taking effect and Then the next thing I find is this-that the 100 shares binding the company, and binding, of course, also the remaining are not only dealt with by the company, other contracting party. The word "previously," but are assigned by them in different portions to then, consistently with its proper meaning, and con- five other individuals, who were returned to the public sistently with the reasonable intent and object of the registry. clause, must be considered to mean previously to the transaction becoming finally valid and binding. That being so, what I have now to consider is thiswhether this contract, concluded, as far as it could be concluded, between Mr. Lane and the directors, in the month of January, 1856, has or has not been subsequently sanctioned by the company at a general meeting, modo et formâ, as required by the section of the deed. And here I hold myself not only at liberty, but bound, to draw all the conclusions against the company which may be reasonably drawn from the conduct of an individual, or from the conduct of a company, which in this respect is to be treated as an individual. Now, what are the acts which were subsequently done by the company? I pass over, for the moment, the scanty evidence which the company brings forward of the immediately subsequent meeting, and what occurred there, passing it over with this observation, for the present, that it was the duty of the company to have kept exact and accurate minutes of what took place at their general meetings; and if those minutes are not forthcoming, that it must be assumed, as against the company, that whatever the directors ought to have brought forward at that annual meeting-whatever there might, in conformity with the antecedent proceedings of the directors, have been submitted to the shareholders—must be taken to have become so submitted. Then I find, subse-pany had legitimately and rightfully become the posquently to the general meeting, that 200 of these shares were actually transferred by the company to a gentleman of the name of Goosey, for a sum of 2007.; and this dealing with the shares, it will be observed, could not be for one moment taken by the company, or even thought of, except on the basis of the company having duly acquired those shares, and which acquisition could not have been made, except in conformity with the 157th section. This subsequent act of ownership by the company, which against them is pregnant with this fact, that they had duly become owners, is duly entered in the books of the company; and not only did they enter this transaction as a legitimate act of ownership over the shares, but they proceeded to make a call on that new allottee or assignee of these shares of a sum of 1007., being 10s. per share. Now, I pause here for a moment to consider, am I or am I not to infer from this fact, that the company had become, bonâ fide and legitimately, the owners of the shares? It does not rest there: the company returned the transaction to the public registry office, and in the books of the public registry the transaction is entered, so far as Mr. Sheridan is concerned, by an entry, that states that 200 shares had been transferred to the company. The dates appear to be these:-The transfer made by the company to Mr. Goosey is dated in the company's books on the 21st February, 1856; the return to the office is entered in the public book on the 22nd February, 1856. No doubt, the return had been made to the office of the sessors of those shares originally held by Mr. Lane. But it does not rest there. The company not only dealt with these shares in the manner I have described, but they paid annuities regularly during 1857 and 1858; and having made default in payment in 1859, legal proceedings were taken, new directors investigated the whole subject, and the company gave its promissory note for the arrears of the annuities, which was afterwards paid by a cheque of the solicitor. I have a transaction, therefore, recognised in a variety of ways during several successive years. f J Next, with the light which I ought to derive from these circumstances, and the conclusion with which they are pregnant against the company, I come to consider the evidence of what took place at the general meeting. There was a general meeting immediately after the transaction of the 10th April, 1856. There were other general meetings. A foundation of all just presumption is undoubtedly this that what it was right and proper to do at that meeting must be taken to have been done, unless there be evidence to the contrary. There can be no doubt that, under these circumstances, it was right and proper, and the duty of the directors, to bring before the shareholders that particular transaction which had been thus completed, acted upon, and in respect of which there had been the subsequent dealing with these 300 shares. Is there anything, in addition to this general ground of presumption, which would induce one to draw the conclusion, that the matter was before the Jan. 16, 1954, [Chancery.] THE JURIST.-REPORTS. [Chancery.] 27 shareholders at that meeting? We find that a balance-sheet is made out for the express purpose of being produced to the shareholders at that meeting. I undoubtedly deal with this company in no severe manner, if I take it for granted that this balancesheet was explained to the shareholders, and that the shareholders understood the balance-sheet before they adopted it, and passed the resolution which they did. The balance-sheet contains on the one side, "Purchase monies for annuities, 4501." It contains on the other side an entry of, "Deposits returned generally," which would be deposits paid when there had been no issue of shares; and then a marked entry, "Deposit returned on shares, 3001." The deposit returned on shares must mean deposit returned on shares which have been issued. Am I, then, to infer that this particular transaction-and there is no other to which it can be referred than that transaction with Mr. Lane was explained to the shareholders, or understood by them? The Vice-Chancellor has said it was, per se, insufficient to give full information. But it was not the duty of Mr. Lane to make the entry. It was the duty of the directors to make the entry. It was the duty of the shareholders to ascertain to what the entry referred; and I conceive myself bound, therefore, to draw the conclusion, first, that this entry re- I am not aware that there are any other grounds ferred to the particular transaction, for there is no upon which an opposition to the application has suggestion of any other transaction which it was in- been made before me. The great argument has tended to denote; secondly, I draw the conclusion, been, perhaps, in some degree superfluous-the nethat the entry was understood by the shareholders, cessity of abiding by the deed. That might have and therefore, upon the ground of the general duty of been taken for granted. The other argument has the directors to bring this before the shareholders, been attempted to be raised upon this-that in the aband on the ground that there is an entry in the ba- sence of anything proving the fact that it was sublance-sheet, which I must take the shareholders to mitted to the general meeting, the presumption canhave understood, I am warranted in drawing the not be drawn, that it was considered and assented to. conclusion, that the transaction was made known to I differ entirely from that argument. I adhere to the the shareholders at that general meeting. But is grounds and reasons for deriving this presumption there anything in any manner to rebut this presump- which I stated in Grady's case, and which exist, to my tion, or to weaken the force of this conclusion? It mind, in the present case, even in a stronger degree was the duty, as I have said, of the company to keep than they did in Grady's case; and I am bound, thereaccurate entries of the business transacted at that meet-fore, to hold that this gentleman, Mr. Lane, was, by ing. A book is produced, called the "minute-book," reason of the assent of the general meeting held on containing the minutes of the meeting. The minutes the 10th April, 1856, validly divested of the 300 shares of this particular meeting are most important; but held by him, which must be taken and considered to they are not completed in any way; neither are they have been lawfully purchased, and assigned by him to signed by the chairman or the secretary. It is impos- the use of the company; and that he ought not, theresible, therefore, to derive from that book anything fore, to have been included in the list of contribuwhatever that rebuts the presumption, or weakens the tories. I must reverse the order of the Vice-Chanconclusion I have arrived at. I adhere entirely to the cellor, and make that declaration. principle which was stated in Grady's case, which is entirely consistent not only with all reason and good sense, but with the whole line of authorities, namely, that if a whole company has power to do a thing, and there is only required a particular formality, such as the consent of a general meeting, in order to warrant the exercise of that power, and if a company be found dealing with an individual at arm's length, taking a transfer of shares, duly completing the transfer, and entering the transactions in the books of the company, the Court is justified and warranted in imputing a knowledge of it to every shareholder; and also in inferring against the company, that the consent of the general meeting was given to the transaction. By adhering to that principle, I not only satisfy the law, that the requisitions of the deed must be abided by, but I entirely satisfy all duty of moral justice, in holding that a transaction of this kind could not by possibility have been dealt with by the company in the manner in which it has been dealt with, unless it had been formally completed in the manner required by the deed. Then I find a meeting at which the thing might have been done, at which it is plain from the balancesheet that it was one of the subjects submitted to the shareholders. I find nothing presented to me to shew that it was not considered at the meeting; and, therefore, in the absence of any evidence to the contrary, I shall undoubtedly conclude, and presume, that the surrender of the shares to the company was assented to, and approved of, by the shareholders at the meeting that was held on the 10th April, 1856; and that, in consequence of that, the subsequent transactions and dealings with these shares were entered into by the company. Perhaps I am wrong in speaking of this consent of the shareholders as a mere formality. I do not mean by the use of that expression to weaken at all the necessity of the fact being found. There can be no valid surrender or transfer without it; and, therefore, when the Court arrives at the conclusion that the transfer is valid and effectual, it must arrive at that conclusion through the medium of first finding the fact, that the consent of the shareholders at the meeting was given to the transaction. The Vice-Chancellor, therefore, and myself agree, undoubtedly, in the principles on which the case is to be considered. We differ, unfortunately, in this, that the Vice-Chancellor thought he was not at liberty to draw that presumption which, under the circumstances of the case, I think it is my bounden duty to derive. Karslake asked for the costs of the official manager out of the estate. THE LORD Chancellor said, that the official manager had been fully justified in what he had done by the judgment of the Vice-Chancellor. He must have his costs throughout-that is, the costs in the office, the costs before the Vice-Chancellor, and the costs of the appeal. His Lordship must make that order with respect to the appellant which, in his view, the ViceChancellor ought to have made, namely, to have given him the costs of the proceedings before him and in the office; but he could not give him the costs of coming before the Appeal Court. The creditors" representative must also have his costs. With respect to the section in the Joint-stock Companies Act, which had been very properly cited by Mr. Shebbeare, his Lordship said he ought to have mentioned that it must, in his judgment, be taken to refer to transactions of this kind-namely, where directors enter into contracts with servants, and contracts for the supply of goods; and that it was in order to limit transactions of that kind, and to put a check upon them (which were of the most mischievous kind), that that particular section of the Joint-stock 16 Companies Act was introduced; but it would have no this instance, had not attended to their duties at al application here. Note for reference-1 Lind. Partnership, 203, 475-6. Ex parte ROBERTS, re HOLDEN.-Dec. 12. Bankruptcy-24 & 25 Vict. c. 134, s. 137—Sale of book debts of a bankrupt solicitor. The sale of the books of a solicitor who had been adjudicated a bankrupt, is not authorised by the 137th section of the Bankruptcy Act of 1861; and therefore, where a sale by auction of the book debts and books of a firm of bankrupt solicitors had been directed by the assignees, it was held to be improper, on the ground that the affairs of the clients of the bankrupts might be made public. This was a petition praying that the assignees in bankruptcy of John Holden and John George Holden, of Liverpool, might be ordered to carry out the sale to the petitioners of the book debts of the firm, and of the books relating thereto. The bankrupts carried on business together as solicitors, under the style or firm of Holden & Son. On the 6th November, 1861, John Holden was adjudicated a bankrupt on his own petition, when Charles Turner was appointed assignee, Harmood Walcot Banner accountant, and William Hargreaves Manifold creditors' assignee of his estate. On the 20th February, 1862, John George Holden was also adjudicated bankrupt on his own petition, and by an order made on the 18th February, 1862, the two bankruptcies were consolidated. Messrs. Atkinson & Bartlett were appointed solicitors of the assignees, and William Henry Eddis was appointed manager of the estate. The assignees, with Mr. Eddis, proceeded to get in the book debts until August, 1863, when the transaction which gave rise to the present petition took place. On the 19th August, 1863, Mr. Eddis, with the authority of the assignees, wrote to the petitioner, Mr. Roberts, as follows:-"I am instructed by Messrs. Atkinson & Bartlett to sell the books and debts of the late firm of John Holden & Son, by tender, at a reserve of 501. All tenders to be sent in on or before Wednesday (this day), at four p.m. The highest offer, if amounting to 50%., will be accepted finally, and no tender will be accepted after the above date.' The petitioner, who was an accountant in Liverpool, proceeded to state that he offered 1067. 15s. for the business, and contending that he was the highest bidder, he prayed that the assignees might be ordered to carry out the sale to him. Little, for the petitioner, referred to the 137th section of the Bankruptcy Act of 1861. North, contra, was not called upon. THE LORD CHANCELLOR said, that the sale of a solicitor's books would put into the market some of the most confidential communications between a solicitor and his clients. If the prayer of this petition were granted, there might be numerous applications by clients to restrain such an improper publication of the affairs of the client as the sale of the solicitor's books by public auction. The section referred to only authorised the sale of "book debts, and the books relating thereto," when it could be lawfully done. His Lordship would not listen to any such proposal as had been suggested. It was an entire misapprehension of the duties and obligations which attached to the office of an assignee directing such a sale. It was utterly impossible to sell the book debts of a solicitor, without divulging information which it was not in the power of a solicitor to make public, and an attempt of the kind ought never to have been made. It was an extremely wrong thing to do, and it only shewed that the assignees, and the solicitors of the assignees in The ordinary course in these matters appeared to b to appoint a manager, and the whole thing was lef under the control of the manager. His Lordshiwould give no costs to either party on this application The deposit might be returned. Real estate was devised to A. for life, with remainder his children, as tenants in common in tail; and in cas any of such children should die without issue, then, a to the share or shares of him, her, or them so dying, the eldest surviving son for the time being of A. in tail and in case there should be no son, then to the others o other of the children of A., as tenants in common in tail and if all such children but one should die without issu or if there should be only one such child, then to suc one or only child in tail; and in default of such issu over:-Held, that the will shewing an intention to kee the estate in an aggregate mass, and to accumulate a the shares which failed upon the eldest surviving son, t word "share" must be construed to extend to accrued a well as to original shares. Motion for a decree.-The suit was instituted fo the purpose of determining the question of the cor struction of a devise contained in the will of Mr. Hu gessen, the testator in the cause. Mr. William Hugessen, by his will, dated the 25t June, 1801, devised certain estates to the use of h nephew, William Hugessen Spratt for life, withou impeachment of waste; remainder to his children which never took effect, by reason of his never havin had any children; remainder to the use of his nephew John Spratt, for life; remainder to the use of trusted to preserve; remainder "to the use of all and ever the child and children, both sons and daughters, of th body of my nephew, John Spratt, lawfully to be be gotten, equally to be divided between or among then if more than one, share and share alike, as tenants i common, and not as joint tenants, and of the severa and respective heirs of the body and bodies of all an every such child and children severally and respe tively lawfully issuing; and in case any one or mo of such children shall happen to die without issue his, her, or their body or bodies lawfully begotte then, as to the share or shares of him, her, or them dying without such issue, to the use of the eldest su viving son for the time being of the body of my sai nephew, John Spratt, lawfully to be begotten, and th heirs of the body of such eldest son lawfully issuing and in case there should not be any such son, then t the use of the survivors or survivor, and others other, of the children of the said John Spratt, lawful begotten, equally to be divided between or amor them, if more than one, share and share alike, to tak as tenants in common, and not as joint tenants, an of the several and respective heirs of the body ar bodies of such survivors or survivor, or others or oth of them; and if all such children but one should ha pen to die without issue of their bodies lawfully b gotten, or if there shall be but one such child, to th use of such surviving or only child, and the heirs his or her body lawfully begotten; and for default such issue, then to the use of my dear niece, Elizabe Spratt, spinster (sister of my said nephews, Willia Hugessen Spratt and John Spratt), and of her hei and assigns for ever, to and for her and their own u and benefit; but in case my said niece, Elizabe Spratt, shall happen to die in my lifetime, or afterwards, in the lifetime of her said brothers, and without having issue of her body lawfully begotten, which shall be then living, then, in default of issue of them, my said nephews, William Hugessen Spratt and John Spratt, lawfully begotten, to the use of the right heirs of me, the said William Hugessen, for ever, and to and for no other use or uses, interests, or purposes whatsoever." The testator's nephew, John Spratt, died in 1843, having had six children. Three of them, namely, Robert Elizabeth, and Michael, died in the lifetime of Wiliam Hugessen Spratt, their eldest brother, under the age of twenty-one years, and unmarried. William Hugessen Spratt, the brother, died in 1830, unmarried, leaving his brother and sister, namely, John Spratt and Mrs. Crowdy, surviving. William Hugessen Spratt the elder, the tenant for life under the will, died in 1861. John Spratt the younger died in 1849. A disentailing deed had been executed of all the estate and interest which he took as tenant in tail, and it was now vested absolutely in the plaintiff and the defendants, other than the defendant Mrs. Crowdy. The question raised was, whether, upon the death of William Hugessen Spratt the younger without issue, the shares which originally belonged to Robert, Elizabeth, and Michael, and which passed upon their respective deaths to William Hugessen Spratt, devolved upon John Spratt, as the eldest surviving brother of William Hugessen Spratt, or whether they devolved upon John Spratt and his sister, Mrs. Crowdy, as tenants in common. Hobhouse, Q. C., and Kekewich, for the plaintiff, contended, that upon the death of William Hugessen Spratt the younger, the accrued shares, as well as his original share, passed to his brother John Spratt, as the eldest son for the time being. The ultimate gift over in the event of all the children dying without issue, shewed an intention to keep the estate together; and the general rule that "shares" included original shares only, and not accrued shares, did not apply. (Doe v. Birkhead, 4 Exch. 110; Douglas v. Andrews, 14 Beav. 347; Hawkins's Const. Wills, 269). Erekine, for the defendants in the same interest, as to the effect of the word "share," referred to Clift v. Ecards (4 Exch. 110), overruling Edwards v. Alliston (4 Russ. 78). The Court would not imply cross remainders among a class of persons in one event, where in another event cross remainders were expressly limited among the same class. (Rabbeth v. Squire, 19 Bear. 77; 4 De G. & J. 406). Shryn, Q. C., and Dickinson, for Mrs, Crowdy, contended that cross remainders must be implied. Hbhouse, in reply. Da. 6-Sir J. ROMILLY, M. R.-The question I have to determine is, to whom the three sixth shares which originally belonged to Robert, Elizabeth, and Michael, and which passed without doubt to William Hugessen Spratt the younger, go? There are three possible constructions: first, it may be contended, that, ander the terms of the will, the gifts of the shares to the eldest surviving son for the time being carried accrued shares, and that John Spratt the younger took them under the express terms of the devise. The second is, that the accrued shares are not given over or disposed of at all, in the event of the devisee dying without issue, until the ultimate gift over took effect on a failure of all of them dying without issue, and that, consequently, they remained vested in William Hugessen Spratt the younger, and passed either by his will, if he made one, or to his heir-at-law in case he died intestate. If he died intestate, then they passed to John Spratt the younger, his brother and bis heir-at-law, until it could be ascertained whether the ultimate gift over took effect. Thirdly, which is the contention of Mrs. Crowdy, the defendant, it is contended that neither of these events happened, but that the accrued shares are the subject of a devise of cross remainders in tail among the children of John Spratt the elder, to be implied from the terms of the will, and that, accordingly, one half of these three accrued shares vested in her as tenant in tail, until the ultimate gift over took effect. There are two circumstances which are favourable to the contention of the defendant Mrs. Crowdy. The first is the ordinary rule of construction, that the word shares," unassisted by anything to be found in the context, is to be confined to the original shares, and not extended to the accrued shares; and, secondly, that if the devise here had stopped at the gift to the children of John, as tenants in common in tail, and then omitting all other gifts of the shares of deceased children, the estate was to go over in default of issue of all such children respectively, to Elizabeth Spratt in fee, in that event it would, in my opinion, have been a clear case for implying cross remainders in tail between the children dying before the ultimate gift was to take effect. But having stated these two circumstances, I have stated all that in my opinion is favourable to the contention of Mrs. Crowdy; and these circumstances are, I think, controlled by the general scope and object of the will, the effect of which is, to require that the share which goes over to each son should be treated as including the accrued as well as the original share. This is, I think, the case where the intention of keeping the estate in an aggregate mass is plainly shewn in the will. This principle was acted on in Doe v. Birkhead (4 Exch. 110) and Worlidge v. Churchill (3 Bro. C. C. 465), and by me also in Douglas v. Andrews (14 Beav. 347). I think it would be a strange thing to imply cross remainders in a devise, to affect the accrued shares only, when the testator has expressly stated what is to be done with the original shares. The case of Doe v. Birkhead will illustrate my meaning. That was the case of a deed, but that will not affect the question before me. There lands were limited to several persons as tenants in common in tail, with remainders, as to the shares of those dying without issue, to the survivors in tail; and the word "shares" was held to include accrued as well as original shares. But if the defendant's contention here is correct, it will follow, that if a devise had been made in the words of the deed in the case just mentioned, the original share of the tenant in common, who died without issue, would go over by force of the express devise; and the accrued share would go over to the same persons, no doubt, but not by force of the express devise, but by force of the implied devise of cross remainders in tail. But it would, I think, be a singular piece of refinement to hold, that the original shares of a deceased tenant in common, who died without issue, went over to the survivors by force of the expression in the will, but that the accrued shares went over in the same direction, not by force of the word "shares," but by force of an implied devise of cross remainders to be gathered from the other parts of the will; and yet this is, in fact, what I am asked to do. The original share is given to the eldest surviving son for the time being; and then it is contended, that the testator did not intend that the accrued shares were to be included in this word "share," but that he intended that they should go over to the others under an implication of cross remainders in tail. When cross remainders are implied, it is to carry into effect the obvious scope of the will from the whole taken together; but here it is asked that they should be implied rather to defeat the object which appears to be expressed on the face of the will; and it must be remembered that the decisions which have determined that the word "shares" does not include accrued shares, were determined, after contradictory decisions, originally, and that this rule of construction, though perfectly well settled now, probably often defeats the real intention of the testator. Another case is Worlidge v. Churchill (3 Bro. C. C. 465), which is very nearly the case here. There the testator devised his real and personal estate on trust to sell, and divide the proceeds among his four children on their attaining twenty-one; but if any of them died under that age, the deceased child's share was to go the survivors or survivor; but if all died under twenty-one, then he gave it over. As the testator shewed a desire that the estate should be kept entire, the word "share" was held to include the accrued as well as the original shares. The cases of Eyre v. Marsden (2 Kee. 573); Sillick v. Booth (1 Y. & C. C. C. 117); and Leeming v. Sherratt (2 Hare, 14, before Sir J. Wigram), were all instances of this kind. If I were to adopt the construction of this defendant, and hold that the word "shares," as used in this will, did not include the accrued shares, I should be disposed to hold that the heir or devisee of William took it, rather than that an implication of cross remainders could arise; particularly where the testator had stated what he wished to be done with the original shares of the children dying without issue, in the manner here expressed. I think that the whole scope of this will is to accumulate all the shares which fall, by reason of the death without issue of any one of the tenants in common in tail, upon the eldest surviving son for the time being; and upon the death of the surviving son without issue, to divide the property equally among the daughters; and I think this extends to accrued as well as to original shares, and that this is shewn besides in other parts of the will, on which I have already commented; and by his direction, that in case all the children of John Spratt should die without issue, the whole entire subject of the devise should then, but not until then, go to, and be vested in, Elizabeth Spratt in fee. I will, therefore, make a declaration to the effect that I have stated, declaring that John Spratt the younger, the father of the plaintiff, on the death of his brother William Hugessen, became entitled to all the shares vested in him at his decease, both original and accrued, as tenant in tail general. Note for reference-2 Jarm. Wills, 594. VICKERY v. EVANS.-Dec. 22. Trustees Powers of investment-Discretion. The trustees of a will, who were also residuary devisees and legatees, were directed to invest such a sum in the public stocks, dc., or upon the security of freehold or copyhold hereditaments, as should produce the annual sum of 150l., and to pay the annuity to A. for life; and after his death to stand possessed of the stocks, funds, and securities, upon which the investment should be made, for B. absolutely. The trustees invested 35301. upon mortgage, at 41. 5s. per cent., to meet the annuity. The mortgage security consisted of freehold groundrents of the value of 43001., and of about one-sixth the annual rental of the houses out of which they were reserved. Upon a bill by B., it appearing that the trustees had acted with bona fides, it was held, that the security was sufficient, and that the trustees, being also residuary legatees, were not debarred from exercising the discretion vested in them in such a manner as to be beneficial to themselves. The mortgage deed provided that the principal money should not be called in for a period of four years:— Held, that in the event of the death of A. in the meantime, B. would be entitled to take a transfer of the mortgage, or to have it realised, and the deficiency, if any, made good by the trustees. Motion for decree.-The plaintiff was the person entitled to a fund, directed to be invested to answer a life annuity, upon the termination of that annuity, the defendants were the trustees and the annuitant; and the question raised was, whether the fund invested was sufficient, or sufficiently secured. Caroline Vickery, by her will, dated the 13th December, 1856, and a codicil thereto, dated the 28th October, 1858, gave her real estate, and the residue of her personal estate, to the defendants John Evans and William Drury, "upon trust thereout to invest such a sum of money in or upon the public stocks, or the funds or securities of the United Kingdom, or upon the security of freehold or copyhold hereditaments in England, in the names of my said trustees, as when so invested will produce, by and from the dividends or interest to arise from such investment, the annual sum of 1501.; and I authorise my said trustees to alter, vary, and transfer such investment for or into other stocks, funds, or securities of the like nature, as often as they may think proper," and to pay the said annual sum of 1501. unto her brother, the defendant Francis William Vickery, for his life; and from and after the decease of her said brother, "then I do hereby declare and direct, that my trustees shall stand possessed of the stocks, funds, and securities, in or upon which the same investment hereinbefore directed to be made for the purpose of producing the said annual sum of 150. shall have been made, upon trust for my nephew Francis Vickery, for his own absolute use and benefit." The testatrix also declared, that notwithstanding the directions therein before contained for investing sufficient portions of her trust estate to produce the annual sum of 150l., it should not be obligatory upon the trustees to make such investments specifically, unless they were able to do so without selling freehold or leasehold property, shares in companies, or other investments, but that they should retain such hereditaments, shares, and investments unconverted as long as they, in the exercise of their uncontrolled discretion, should think proper; and that, in the meantime, the rents, dividends, and proceeds of such hereditaments, shares, and investments should, with the proceeds of other parts of her trust estate, be applicable to the payment of such annuity; and she declared, that her trustees should not be answerable for any depreciation in the value of such shares or investments, nor for any loss which might arise in the sale thereof, by reason of their not having sold the same at any particular time; and she gave her trustees the fullest discretionary power she was able to confer upon them, to sell the shares and investments or not, and to retain them as long as they might think it expedient so to do. The testatrix appointed the defendants Evans and Drury executors of her will, and her residuary devisees and legatees. She died in December, 1861, and the defendants proved her will. The defendants had set apart the sum of 3530l. to meet the annuity of 1501. which they had invested upon mortgage of the groundrents of ten freehold houses in Colville-square and Colville-terrace, Notting-hill. The rate of interest reserved was 51. per cent. per annum, reducible upon punctual payment to 47. 58. per cent. The mortgage deed provided, that if the mortgagor should duly pay the interest, and perform the covenants, &c., the mortgagees would not compel payment of the principal monies before the 22nd October, 1867, and that the |