The case bears a considerable analogy to that of Grissell v. Bristowe, in which the validity of the custom of the London Stock Exchange as to splitting contracts and setting off sales against purchases was in question, and (contrary to the original decision in the Common Pleas) was unanimously affirmed by the Exchequer Chamber (19 L. T. Rep. N. S. 390).

We can scarcely doubt that the view taken by the senior judges in the appeal in Mollett v. Robinson will be upheld by the House of Lords, to which, as we understand, the case will be carried. A court of law undertakes a most serious responsibility when it declares that a usage of trade, well established and long acted upon by merchants of repute, is illegal. A clear case of unfairness or unreasonableness ought first to be made out. The remarks of Mr. Justice Blackburn in Mollet v. Robinson appear to dispose very satisfactorily of the difficulties in the way of the plaintiff's case:-"In the present case. . . . there is no contract between the sellers and the defendant, a difficulty which would have been avoided if there had been two contract notes. But the custom is to dispense with doing so, and is not of recent origin. I can understand that the dividing of a lot may necessitate some negotiation and trouble, so as sometimes to cause a bargain to be lost which would be made if the whole lot were taken at once; and I can easily imagine reasons why the broker engaged in such a business should desire to have every facility for purchasing entire lots, though the quantity may not precisely correspond with that specified in the order of any of his constituents. And I can also understand why the constituent should be willing to give every facility for uniting his order with that of others, or splitting his order into different parts, if thereby it can be executed more promptly or on more favourable terms. I am not, therefore, at all surprised that a custom has sprung up with the object of enabling the broker to make his contracts more promptly and more cheaply than he could do if obliged to make his contracts for the precise quantity in his order. I should have thought that these objects might have been carried out without losing the advantages derived from the personal responsibility of the principals to each other; for instance, by the delivery of separate notes. But no one not personally conversant with a business can tell what little things are found, in practice, to be important. And the usage of the trade is otherwise; that is, to include all the orders in a contract for the entire quantity, so as not to require a contract between each buyer and the seller. I cannot see any inconsistency between this modification of a broker's duty and his employment as a broker. That employment is, in consideration of his commission, to use reasonable care and skill to purchase the goods as cheaply as he can, not exceeding his constituent's limits, and as a necessary consequence that the broker should not himself have any interest in selling the goods, so as to put his duty to obtain the goods cheap in conflict with his personal interest."

MUTUAL CREDIT IN BANKRUPTCY.

In the case of Turner v. Thomas (40 L. J. 271, C. P.; L. Rep. 6 C. P. 610) a novel question of some nicety was decided-viz., that the mutual credit clause of the Bankruptcy Act 1869 does not extend to the set-off against a principal of a debt due from an agent. The case is also an authority on the question of the set-off of unliquidated damages under the mutual credit clause.

The action was for unliquidated damages for not accepting cotton sold "to arrive" by the plaintiff to the defendant. The cotton was sold by a factor in his own name without notice to the buyer of his principal. The defendant pleaded a plea of set-off, founded on the principle of George v. Claggett (7 Term Rep. 359), which decides that if a factor sells goods in his own name, and the buyer knows nothing of any principal, the buyer may set-off against the concealed principal any demand which he might have set-off against the factor. But there was this difference. The factor had become bankrupt, and the set-off claimed was not against the factor, but against his assignees in bankruptcy. It was objected that the action being for unliquidated damages, set-off could not be pleaded. It was admitted that it could not under the statute of set-off; but it was argued that the mutual credit clause extended to this case, and that under that clause set-off of unliquidated damages for breach of contract was allowed. The question was therefore whether the mutual credit clause applied, and, if so, whether under it set-off in a case of unliquidated damages for breach of contract is allowed; whether," in the words of Willes, J., 66 a mutual credit, not amounting to ordinary set-off, can be set up in an action brought by an unknown principal against a person who contracted with his factor as principal, if the factor becomes bankrupt ; i.e.. whether the mutual credit clause of the Bankruptcy Act applies as against the principal."

The court held that the clause did not apply. The clause, the court said, was for the settlement of all proceedings between the bankrupt and persons dealing with him; there was no reason for bringing in persons standing outside who could not have the same benefits. It was a settlement appropriate to bankruptcy, not to persons who were solvent. The defence was not a defence against the factor, but only a special mode of settling accounts with his assignees. The principle of George v. Claggett, they said, was that

the right to set off is one of the proximate motives which induced the defendant to deal with the factor; therefore the right ought to be allowed although it turns out that there was a concealed principal. But the bankruptcy of the factor and the peculiar mode of settling accounts on that event was not in contemplation, not a proximate cause of the dealing; there was no reason, there fore, for allowing the peculiar mode of set-off which is permitted in bankruptcy.

The plea was therefore held bad; but it was assumed that if the case had come within the mutual credit clause, although the claim was for unliquidated damages, the set-off might have been pleaded. Willes, J. speaks of the large extension of the law of set-off in the 31st section of the Bankruptcy Act of 1869. That section enacts, as he points out, that" demands in the nature of unliquidated damage, arising otherwise than by reason of a contract, shall not be provable in bankruptcy." It then goes on, save as aforesaid all debts and liabilities to which the

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bankrupt is subject. . . . shall be deemed to be debts provable in bankruptcy, and may be proved in the prescribed manner before the trustee in bankruptcy." Then by sect. 39, "where there have been mutual credits, mutual debts, or other mutual dealings between the bankrupt and any other person proving or claiming to prove a debt under his bankruptcy, an account shall be taken of such mutual dealings . . . . and the balance of such account, and no more, shall be claimed or paid on either side respectively," &c. The question, says the learned Judge, is whether "the extension given by these sections" is to be introduced into the law established by George v. Claggett. This apparently is intended to lay down the principle that whatever can be proved in bankruptcy can also be set-off in an action by the assigness, and among other things unliquidated damages arising by reason of a contract. This principle, says Bramwell, B., in Stanger v. Miller (L. Rep. 1 Ex. 62), speaking generally, was the effect of sect, 171 (the mutual credit clause) of the Act of 1849. Accordingly, in Mareham v. Crow (15 C. B., N. S., 847), after the passing of the Act of 1861, which allowed unliquidated damages arising by reason of a contract or promise to be proved as a debt after assessment by a jury, in an action by assigness for the price of machinery, a plea of set-off of unliquidated damages for the breach of the contract by the bankrupt was allowed. There may have been no doubt about the matter, but at all events it is satisfactory to have an authoritative interpretation of the new Act with respect to the set-off of unliquidated damages for breach of contract.

WHEN IS THE FILING OF A PETITION IN LIQUIDATION AN ACT OF BANKRUPTCY?

In a case, Re Helliwell, reported in the LAW TIMES of Feb. 10, p. 276, which recently came before Mr. Serjeant Tindal Atkinson in the Dewsbury Bankruptcy Court, the learned judge decided that the filing of a petition for liquidation by arrangement or composition, which contained a declaration of the debtor's inability to pay his debts, was not an act of bankruptcy available for adjudication upon the facts of the particular case.

The facts were these:-One Helliwell, on 7th Oct. 1870, filed a petition for liquidation by arrangement or composition, in the usual form, containing a declaration of inability to pay his debts. On the 26th Oct. it was resolved to accept a composition. On the 7th Nov. this resolution was duly confirmed by a second resolution, and on the 12th Nov. this second resolution was registered. Meanwhile, viz., on the 10th Nov., Helliwell assigned all his property to James Helliwell, an unsecured creditor, in consideration of his guaranteeing the payment of the composition. It appears, that notwithstanding the composition, Helliwell was ultimately made a bankrupt, though it does not appear why, for the case came before the court on a motion by the petitioning creditor, to compel James Heiliwell (inter alia) to deliver up the property assigned by the deed of 10th Nov. to the trustee in bankruptcy.

One point insisted on was, that this assignment was bad, the assignee having at the time of the assignment notice of an act of bankruptcy available for adjudication, viz., the filing of the petition for liquidation. There was no question that the assignee had notice; the fact was recited in the deed. The question was, whether, on the 10th Nov., two days before the registration of the resolution for composition, it was an act of bankruptcy available for adjudication.

The learned Judge's attention was directed to the case of Re Jones (Weekly Notes 1870, p. 71), in which it was held that the filing of a petition for liquidation was an act of bankruptcy avail able for adjudication; but he thought that there was a distinction between the two cases. In Re Jones, he said, the creditors refused to agree to liquidation by arrangement or composition, and petitioned that the debtor might be made bankrupt. Rule 27 therefore applied, by which, if the creditors neglect to pass a resolution for arrangement or composition, the Court may make the debtor bankrupt. But this case differed materially, because here the composition had been accepted and sanctioned by the Court, and had become in law a perfected transaction. Proceedings in bankruptcy were therefore expressly excluded, and to hold that

any step taken in the preliminary stages, such as filing a petition for liquidation, was an act of bankruptcy, would be acting in direct contravention of the statute, and the object of part 7 of sect. 126 (which makes the composition binding on creditors). The filing of the petition for liquidation was not therefore an act of bankruptcy available for adjudication.

Therefore, assenting to Re Jones, and distinguishing this case, the learned Judge ruled in effect that whether or not at the date of the assignment the filing of the petition was an act of bankruptcy available for adjudication, depended on whether or not the proposal for liquidation or composition was accepted ultimately by the creditors (it being remembered that at that date the composition not having been registered had no validity (sect. 126, subs. 5,) so that a composition could not be said at that time to have been accepted. Though even it if had been accepted it could, on the principles which we shall hereafter point out, we submit, have made no difference to the decision, whether or not this act was available for adjudication. So that meanwhile it was available not absolutely, but only a contingency, viz., the refusal of the creditors to agree to arrangement or composition.

The learned Judge's attention, probably, was not directed to the case Ex parte Dugnan (40 L. J. 33 Bank. and on app. 68), for in that case this very argument was used, and the same question seems to us to have been decided the other way. There the liquidation was agreed to, the debtor was not as in Re Jones made a bankrupt. There a seizure had been made under an execution, after notice of the filing of a petition for liquidation. It was contended (1) that it was not an act of bankruptcy at all (2), that if it was, it was not available for adjudication; the seizure, therefore, came within the protection of sect. 95, sub sect. 3. On the second point, it was urged that if the petition was an act of bankruptcy at all, it was so only on the happening of certain contingencies, mentioned in sects. 125, 126 and G. R. 266, 267, viz., where the Court thinks that the liquidation or composition cannot proceed without injustice, or undue delay, or where the creditors neglect to agree to a resolution. But, notwithstanding this argument, the Court held that it was an act of bankruptcy, and that it was available for adjudication, and therefore, that there being notice of it, the seizure was not protected. And the grounds of the judgment are that all through the proceedings for arrangement or composition, the statute and the rules contemplate the possibility of the arrangement or composition being turned into bankruptcy; that to support an adjudication of bankruptcy there must be an act of bankruptcy, and that that act of bankruptcy is the filing of the petition, which therefore is all through the proceedings an act of bankruptcy available for adjudication.

It may be well to give some portions of the judgments explaining this view. The Chief Judge refers to sect. 125, sub-sect. 12, which gives the Court power to adjudge the debtor bankrupt if the liquidation is likely to produce injustice or delay. The rules, he adds, direct that proceedings shall be instituted by a petition containing a declaration of inability of the debtor to pay his debts, and this is similar to the declaration made by sect. 6, sub-sect. 4, an act of bankruptcy. Then he says, "And seeing that the power is given to the court to adjudge a petitioning debtor bankrupt for any sufficient cause, I hold it to be unquestionable that from the moment at which the debtor files the petition for liquidation he has done an act which, in the words of the 95th section, is available against him for adjudication, and by which act alone the court can find the foundation for an order adjudging him bankrupt.' Again, he says, "In all the regulations which are established, the possibility of bankruptcy being adopted instead of liquidation by arrangement, is kept in view, and yet the power of adjudicating in bankruptcy exists only by means of the petition in the form prescribed containing an admission of the debtor's insolvency. The conclusion seems to me to be irresistible that the filing of the petition is an act of bankruptcy." The power so to adjudge the debtor bankrupt, it may be observed, applies to any time during which the liquidation is proceeding. The section says, "if the liquidation" (and it is the same under sect. 126 with regard to composition) "cannot proceed without injustice," &c. The Lord Chancellor says, Moreover, by sub-sect. 12 of sect. 125, if difficulties occur in liquidation by arrangement the court may adjudge the debtor a bankrupt. He must therefore have committed an act of bankruptcy, or that section would be nugatory." And that act of bankruptcy is the filing of the petition.

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This case has reference to liquidation by arrangement under sect. 125, but a provision similar to sub-sect. 12 of sect. 125, just referred to occurs in sect. 126, sub-sect. 11, and rules 266, 267, as to making a petitioning debtor bankrupt apply to both sect. 125 and sect. 126. The reasons of the judgment apply equally to a case of composition.

We cannot help thinking, therefore, that if the learned Judge had considered the case of Ex parte Duignan, it would have affected his ruling. It is true that the act of bankruptcy might not be available in the sense that the court might have restrained under Rule 260 a petition for adjudication, but it might also by the same rule have allowed it, "whether in progress at the filing of the petition or subsequently commenced, to proceed on such terms as the court might think fit." It would have been at the

CITY, THURSDAY, FEB. 22. DULLNESS, inactivity, and rather a tendency to depression have ruled since we last wrote. This is mainly to be ascribed to the caution which is universally manifested not only in these markets, but more or less throughout all departments of business, on account of the feeling of uncertainty that prevails as to the future course of political events, especially with regard to our relations with the United States. It seems to be the general impression, however, in financial circles, and the maintenance of the price of securities at the existing level confirms the view, that as the sober judgment of the two nations comes to the front, and the tendency to discuss the position under the influence of a heated imagination subsides, a friendly arrangement of the difficulty will be found possible. The uncertain poition of affairs in France, and the flat condition of the Paris Bourse, has also contributed to depress the tone here, and to induce operators to confine their engagements within narrow limits. The still easy state of the Money Market, both here and on the continent, has encouraged the introduction of some new undertakings, two of which are referred to below.

Since last Thursday Consols have improved per cent., but, from circumstances to which it is not necessary to refer, some sales of the India Five per Cents. and of the ditto Four per Cents. have caused a fall of and respectively. The Five and Half per Cent. India Enfaced Paper is lower. Bank Stock is 1 higher.

In the American market the principal changes for the week are a fall of in the 5-20 Bonds of 1862; of in Eries; and of in Illinois Shares. The feature in the market for English railway stocks has been the announcement of the dividend on Great Western stock at the rate of 53 per cent., carrying forward £18,300, or £3000 more than upon the last occasion. As compared with the corresponding period of 1870 the dividend shows an improvement of 1 per cent. This, when compared with 1 per cent., which was the rate per cent. per annum for 1866, shows how remarkable may be the recovery in the position of a line, at one time struggling almost hope. lessly apparently against financial difficulties. There has been a general fall in the prices of these securities, and notwithstanding a rise of 1 per cent. in Great Western Stock yesterday, it is 2 lower since last Thursday. During the same perio1 Great Northern A Stock and South-Eastern Deferred has fallen 2; London and South-Western, Manchester and Sheffield, Lancashire and Yorkshire, and North British 14; and others in a minor degree. Grand Trunk of Canada Railway Stock, and Great Western of Canada shares are both 1 lower.

In the Foreign market, attention has been directed more particularly to Greek stock on the statement that the Ministers have under consideration the proposal of some arrangement with the bond holders in connection with the construction of railways in Greece. The price of Greek Stock has im. proved 24 per cent. Owing to the favourable mention of the Republic of Paraguay by Lord Enfield, in the House of Commons, the Stock has risen per cent. Brazilian, Argentine. Spanish, and Turkish Stocks are somewhat better for the week, but Italian is slower, and the French National . The principal changes in the prices of Miscellaneous Shares have been unfavourable :-Crystal Palace Preference has fallen 1; London and Glasgow Engineering_2, Telegraph Construction 14, on the unfavourable dividend. National Discount Company's Shares have improved, and it is announced that Mr. Thomas Smith has been appointed manager, and Mr. William Hancock assistant-manager of this institution. Anglo-Mediterranean Telegraph Stock is 6 higher for the week.

The price of French Rentes from Paris this morning was 56fr. 32c. Market firm.

There have been no operations in bullion at the bank this day. The discount demand has been moderate.

Applications have been invited during the week by the London and South-Western Bank (Limited) for 200 £50 10 per cent. perpetual preference shares, and 400 £50 ordinary shares, forming part of the capital of the Welsh Ironworks Company (Limited). The price of issue is par, or £50 per share. Interest is guaranteed for the years 1872 and 1873. The preference shares first rank for dividend up to 10 per cent. per annum, then the ordinary shares up to 10 per cent. per annum, after which both classes participate rateably in all surplus profits. It is stated that the due and panctual payment of the interest for two years is secured by a deposit of the amount with the London and South-Western Bank. We are informed that the company has already secured business yielding a profit sufficient to pay the first half-year's dividend.

A new undertaking entitled the Standard Trust Investment Corporation (Limited), with a capital of £250,000 in 50,000 shares of £5 each (with power to increase) has been formed upon the model of other projects which have achieved success so far, and have consequently justified the anticipations of their promoters. In this case, however, it is proposed to attempt in addition to the system exclusively adopted in other cases of distributing "its capital over a number of sound and paying marketable securities, thus admitting its shareholders into many desirable enterprises to which, individually, they perhaps could not subscribe." To receive money from the public, at fixed rates of interest, and for stated periods, either on loan or deposit; and as a means of keeping the surplus funds of the company constantly employed, it proposes to discount bills of commercial firms of undoubted respectability and standing."

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The latest quotations for British Funds are as follows: Consols for Money, 92 to 92; ditto 1st March Account, 923 to 92}; Reduced and New Three per Cents., 923 to 92; Exchequer Bills, 2s. to 7s. prem.; India Five per Cent. Stock, 109 to 109; India Four per Cent. Stock 104 to 105; India Enfaced Paper Four per Cent., 96 to 964; ditto F

opinion those words were omitted simply because they were superfluous and misleading. The word 66 fraudulent" must mean fraudulent as against the creditors or some of them, and the addition of the words "with intent to defraud," &c., would have made no difference in the meaning of the subsection. An assignment by a debtor of all his property to one creditor was, therefore, an act of bankruptcy under the new Act as hitherto. Then it had been argued that if it was an act of bankruptcy in the case of a trader, it was not so in the case of a non-trader. In his Lordship's opinion there was no distinction between traders and non-traders as to this particular act of bankruptcy. The order of the Chief Judge must therefore be reversed.

Lord Justice JAMES was of the same opinion. Solicitors for the appellant, Lawrance, Plews, and Boyer, for Osborne, Ross. Solicitors for the respondent, Courtenay and Croome, for William Hebb, Ross.

Friday, Feb. 16.

HADLEY V. M'DOUGALL.

Practice-Production of documents-Entries of
private accounts in partnership books.
THIS was an appeal motion from an order of
Malins, V.C. The bill alleged that the plaintiff

was interested in a contract made with the defendant for the supply of saddlery to the French Government during the late war. By his answer the defendant stated that he was in partnership with his father, and that the accounts relating to the contract in question were entered into the partnership books, although the defendant was solely interested in the contract, and it was not a partnership transaction. The defendant having declined to produce the partnership books on the ground that his father refused to allow them to be produced, a summons was taken out by the plaintiff to compel production, and an order to that effect was made in Chambers, the defendant to be at liberty to seal up the parts of the books relating to the partnership. The Vice-Chancellor having confirmed this order, the defendant appealed.

Glasse, Q.C. and W. Pearson, for the appellant. Cotton, Q.C. and Harrison, for the respondent. Lord Justice JAMES said that it was quite settled that an order could not be made for production of documents belonging to a partnership where one of the partners was not a party to the suit, and the matter in dispute was not a partnership matter. The consequences of departing

from this settled rule of the court would be very serious. The defendant might be ordered to produce copies of the entries in question, but the order of the Vice-Chancellor must be discharged. Lord Justice MELLISH concurred. Solicitor for the appellant, Mark Shephard. Solicitors for the respondent, Harrison, Beale, and Harrison.

THIS was an appeal motion from an order of Malins, V.C. The above company was in voluntary liquidation under the supervision of the court. Some of the leading shareholders had paid all the debts of the company, and were now seeking to enforce contributions from the other contributories. A Miss Pearson, who held certain shares in the company, and who was entitled to an annuity of £100, offered to pay the liquidator £50 in discharge of her liabilities in respect of her shares. This offer being refused, she moved that the liquidator might be ordered to accept the £50 in discharge of her liabilities. The ViceChancellor made an order to that effect, and from that order the liquidator appealed. Glasse, Q. C. and Cozens Hardy, for the appellant.

Babington, for the respondent.

Lord Justice JAMES said that he could not

assent to the view taken by the Vice-Chancellor. The court had no more jurisdiction to compel a

Bacon, V.C.: (see 25 L. T. Rep. N. S. 867.) The suit was an information at the relation of the Commissioners of Sewers of the City of London to restrain the Great Eastern Railway Company from interfering with the traffic of Sun-street, Bishopsgate, which street the company claimed to be entitled to stop up permanently under the powers of their Acts of 1864 and 1870. The Vice-Chancellor expressed a strong opinion that the company had no such power, and granted an injunction till the hearing of the cause. From this order the company appealed.

Sir Roundell Palmer, Q.C., Kay, Q.C., and Smart, for the appellants.

The Solicitor-General (Sir G. Jessel, Q.C.), Amphlett, Q.C., and Pontifex, for the respondents, contended that in a matter of such importance as this, which could only be properly and conclusively determined at the hearing, the company should not be allowed in the mean time to carry on such destructive operations as they would be at liberty to do if the injunction were removed.

Lord Justice. JAMES said that the injunction should be continued till the hearing, and that as the Vice-Chancellor had already decided the case hearing in the first instance. The relators to give on its merits, their Lordships would take the hearing with all reasonable speed. The costs of an undertaking as to damages, and to bring on the this appeal to await the result of the hearing.

Solicitor for the appellants, W. H. Shaw.
Solicitor for the respondents, A. J. Baylis.

Saturday, Feb. 17.

Re THE IMPERIAL ANGLO-GERMAN BANK.

Inchoate foreign company-Association of more than seven members-Winding-up-Companies Act 1862, s. 199.

THIS was appeal petition from an order made by Malins, V.C., for the compulsory winding-up of the above company. In April 1871, a prospectus was published of a company to be called the Imperial Anglo-German Bank, the head office to be in Berlin, with a branch in London. The names of the secretary and of twelve directors, seven of whom were resident in England, were published. The prospectus stated that by the provisions of the German law under which the company was to be incorporated, applicants for shares could not be made liable before the incorporation of the company, and that their money therefore must be returned in full if the undertaking were not proceeded with. It further stated that one-half of the capital had already been subscribed in Germany, and 10 per cent. paid thereon, and invited subscriptions for the other half of the capital. Henry De Lacy O'Brien was the promoter of the scheme. This other half of the capital was subscribed in London, and the shares were allotted; but it having been discovered subsequently that the first half of the capital had not in fact, been subscribed in Germany, the company was never incorporated. The promoters took a temporary office in London, where on the 20th May the secretary, in the presence of O'Brien, gave a large order for advertisements to one Roberts, an advertising agent, and also an allottee of shares. Roberts entered the company as his debtor in his books, and alleged that he had executed the order on the credit of the names of the directors, but he had sent in a bill for the advertisements to O'Brien. On a petition by Roberts and two other creditors, Malins, V.C., held that the court had power under the 199th section of the Companies Act 1862, to wind-up the company, and accordingly made an order for a compulsory winding-up: (See 25 L. T. Rep. N. S. 895.) From this order the provisional directors appealed.

Cotton, Q.C. and Higgins, Q.C., for the appellants. Glasse, Q.C. and A. T. Watson, for the petitioners.

Pearson, Q.C. Robinson, Jencken, and Bradford, for other parties.

Lord Justice JAMES was of opinion that the ViceChancellor's order could not be sustained. The company which was sought to be wound-up was never incorporated; the whole scheme had fallen to

Re THE BELFAST TRAMWAYS COMPANY (LIMITED.) Company-Resolution to wind-up_voluntarily→ Petition for compulsory winding-up. THIS was an appeal from a decision of Wickens, V.C., who refused to order a compulsory windingup of the above company under the circumstances stated in the "Notes of the Week," LAW TIMES of Jan. 20, p. 212. The petitioner appealed from the Vice-Chancellor's decision.

Karslake, Q.C., and W. W. Karslake, for the appellant.

Greene, Q.C., and Brooksbank, for the com

pany.

Hume Williams (of the Common Law Bar) for other parties.

Lord Justice JAMES said that there was no need of putting in motion the expensive machinery of a compulsory winding-up to distribute the assets of this small concern, which had no debts. The petitioner had been too precipitate in presenting his petition, and the Vice-Chancellor's order must be affirmed.

Lord Justice MELLISH concurred.

Appeal accordingly dismissed with costs. Solicitor for the appellants, Pulbrook. Solicitors for the respondents, Jacobs, North, and Vincent.

Jan. 30 and Feb. 19.

HARDY . THE METROPOLITAN LAND AND FINANCE COMPANY (LIMITED). Breach of trust by directors-Suit to recover moneys improperly applied - Money demand-Jurisdiction.

THIS was an appeal from a decision of the Master of the Rolls. The suit was one by the trustees of the London Benefit Building Society, who were authorised by the society's rules to sue on its behalf, to recover from the defendant company a sum of £375. The society was formed under the 6 & 7 Will. 4, c. 32. The directors of the society permitted their manager, Joseph Dutton, who was also manager of the defendant company, to deposit large sums of money belonging to the society with the defendant company, and the bill alleged that the society and its officers had no power to make such deposits, and that the defendant company had notice of this. A cheque for the sum of £375, being the balance due to the society, was on 23rd March 1869, drawn on behalf of the company, and handed to Dutton, who misapplied it, and never paid it to the society. The Master of the Rolls dismissed the bill on the ground that the claim was a mere money demand, and that the plaintiffs' remedy was therefore at law. From this decision the plaintiffs appealed.

Southgate, Q.C. and Davey for the appellants. Swanston, Q.C. and Cookson for the respondents. Lord Justice JAMES said that the payment to Dutton did not discharge the defendant company, as it never reached the hands of the society. The act in the hands of the defendant company, and it money was trust money placed by an improper was still in their hands; and having been improperly placed there by trustees, it was competent for the cestuis que trust to file a bill to obtain payment of the money. There must, therefore, be 4 per cent., and the defendants must pay the costs a decree for payment of £375 with interest at in the court below.

Lord Justice MELLISH was of the same opinion. Solicitors for the appellants, Willoughby and Cox. Solicitors for the respondents, Digby, Sharpe. and Large.

ROLLS COURT.

Feb. 17 and 19.

Re STOKES'S TRUSTS.

Trustee Act 1850-Appointment of two original trustees in place of three trustees. MR. STOKES, by his will, appointed three trustees, with power to increase or reduce the number. In Jan. last one of the trustees, being desirous of retiring from the trust, a new trustee was appointed in his place, but no transfer of the trust property was made to him. Since such appointment, another of the trustees wishing to be discharged, and it being difficult to obtain anyone to act in his stead, a petition was presented to the court, asking that might be appointed under the Trustee Act in place of the three trustees, and that the property might be vested in them.

due from a contributory than it had to order one of two ordinary litigants to assent to a compromise. The Vice-Chancellor's order must therefore be discharged.

Lord Justice MELLISH was of the same opinion. Solicitors for the appellant, Sharpe, Parkers

and Pritchard.

Solicitor for the respondent, T. E. Watkin.

ATTORNEY-GENERAL v. GREAT EASTERN RAILWAY COMPANY.

Practice-Injunction till hearing-Appeal-Merits decided by court below on interlocutory appli- |

cation. THIS was an appeal motion from an order of

had for certain purposes used the name of the company in England; and it was contended that they were an association of seven persons carrying on business, and were therefore liable to be wound 1862. That, however, was not the association up under the 199th section of the Companies' Act which the petitioner sought to wind-up, and the petition ought therefore to have been dismissed with costs, and the order of the Vice-Chancellor must therefore be discharged.

Lord Justice MELLISH Concurred.

Solicitors for the appellants, Argles and Rawlins.

Solicitors for the petitioners, Linklaters, Hackwood, and Addison.

Solicitors for other parties, Rooks, Kenrick, and Harston.

C. Hall in support of the petition. Lord ROMILLY made the order. Solicitors. M. and F. Davidson.

V. C. MALINS' COURT.
Friday Feb. 16.

Re REASTON'S ESTATE. Practice-8 Vict. c. 18, s. 78-Payment of divi dends ordered to trustees-Payment of corpus out of court refused. WILLIAM REASTON by his will, dated 24th March, 1854, devised real estate to trustees on trust to