wardens in trust for the inhabitants of the parish. The Act was silent as to any right to receive burial fees. Land was purchased accordingly and duly consecrated, and the rector had always received the fees. A portion of the burial ground was taken by a railway company, and a sum of money was paid into Court under the Lands Clauses Act, 1815 (8 & 9 Vict. c. 18), as compensation money for the land taken. Subsequently the churchyard was closed by an Order in Council:-Held, that the rector was entitled to the dividends of the fund in Court. Ex parte The Rector of St. Martin's, Birmingham, 69

The above case, In re the Rector of Liverpool, explained. Ibid.

COMPENSATION (continued)-interest in property, created after service of notice to treat]-An interest in property created after the service of a notice to treat is not a subject for compensation. In re The Marylebone (Stingo Lane) Improvement Act, 1868; Ex parte Edwards, 697

See Lands Clauses Act.

CONTEMPT-newspaper: comments on a pending suit: materials supplied by party complaining: apology: costs]-Although a publication by a newspaper proprietor in his paper of comments on a suit, before it comes to a hearing, is clearly a contempt of Court, yet where such comments are not malevolent or libellous, and the party coming to complain of them himself furnished the materials upon which they are founded, he will not be permitted, especially after a public apology in the offending newspaper, to take advantage of the technical contempt, and will not have his costs of proceedings instituted by him for a committal for the contempt. Vernon v. Vernon, 118

to alter a ship: alternative provision for default: specific performance]-A firm of shipbuilders having agreed to make certain alterations in plaintiff's ship, or in case of their default to allow plaintiff to enter upon their dockyard with workmen and use it and the machinery in making the alterations, took the ship into the dockyard, cut it in two, and then became bankrupt. Defendant (their trustee in bankruptcy) being about to sell the dockyard, a bill was filed praying for an injunction to restrain him from dealing therewith so as to interfere with plaintiff's right to enter and make the alterations: -Held (on demurrer), that as the Court could

not enforce performance of the whole agreement, it would not interfere. Also that the Court of Chancery had concurrent jurisdiction. Merchants' Trading Company v. Banner, 515 CONTRIBUTORY--discharge of class A contributory : liability of class B]-A liquidator of a company entered into a compromise with a contributory on the A list (which was afterwards sanctioned by the Court), whereby, in consideration of 1007. and a surrender of his shares to the company, the liquidator gave the contributory a full discharge from all calls and liabilities in respect of them. The agreement further contained a proviso reserving the rights of the company against all other contributories whether past or present. It was not communicated to X., who had sold the shares within a year from the commencement of the winding up: - Held (affirming the decision of the MASTER OF THE ROLLS), that X. was properly placed on the B list of contributories in respect of the same shares. The Natal Investment Co. (Lim.); Nevill's case, 1 Semble,-X. being in the position of a surety, would have his remedy over against his principal either in the winding up or at law. Ibid.

In re

director's qualification: special Act of Parliament: signature of the bill by director]-A special Act of Parliament forming a company provided that there should be four directors, and that the qualification of a director should be the possession of 25 shares in the company, and it named K. as one of the first directors. K. signed the bill in parliament, which subsequently passed as the Act, but never applied for nor had allotted to him any shares in the company:Held, in the winding up of the company, that K. was a contributory to the extent of 25 shares. In re The North Kent Railway Extension Co. (Lim.); Kincaid's case, 19

reconstruction: transfer of shares: rights of creditors]-A company was wound up voluntarily for the purpose of reconstruction by the formation of a new company with new articles-Held, that a shareholder in the old company who had given notice of his dissent from the arrangement, and had under section 161 of the Companies Act, 1862, required the liquidators to purchase the interest held by him in the old company, could only sell his interest in the assets of the company in liquidation, and not his shares in it; and, therefore, that a transfer by him of his shares to the liquidators was ultra vires, and did not discharge him from his liability to be put on the list of contributories of the old company. In re Imperial Land Company of Marseilles; Vining's case, 79

paid-up shares: payment in bonds] — Directors of a company formed for running a blockade accepted payment for shares in bonds of the blockaded country, which ultimately became valueless :-Held, that the directors were justified in receiving payment in these

bonds, and that the shareholder who had thus paid for his shares was not a contributory. Re Mercantile Trading Company; Schroeder's case,

130

director: qualification : illusory payment for shares]-Articles of association provided that each director should hold at least twentyfire shares of 107. each; and that all the shares in the company should be fully paid up. The directors were empowered to purchase the business of D. for 170,000l. in fully paid up shares. At the request of D. eight persons agreed to become directors, on condition that the shares necessary for their qualification should be provided by D. The directors agreed to purchase the business of D. for 168,000l. in shares, and 2,000l. in cash. D. drew eight cheques for 2501. each, and delivered them to the respective directors, who handed them to the secretary as payment in full for their shares. The company delivered the cheques back again to D., in payment of the 2,000l. cash, part of the purchase money. The company having been wound up,-Held, that this arrangement was nugatory, and that the directors were shareholders who had paid nothing on their shares, and were contributories on that footing. Re Disderi & Co., 248

director: fully paid-up shares]-The Companies Act, 1862, contains nothing to countenance the notion of anything but "money" being a satisfaction of the limited liability. Re The Empire Assur. Cor. (lim.); the case of "The Executors of Leeke," 172-affirmed on appeal,

254

The name of an acting director, qualified by an allotment to him of fifty shares, as fully paidup, was removed from the list of contributories on the ground that the payment was really collusive, and only by means of fictitious cheques. Ibid.

transfer of shares after presentation of winding-up petition]-A winding-up petition, after several adjournments, was dimissed on payment of costs, but a small balance of the costs was left unpaid. Some months afterwards another petition was presented, and an order was made on both petitions that the company should be wound up and dissolved as from the day on which the order was made. These proceedings took place before the Winding-up Act of 1862: -Held, that a shareholder who had transferred his shares after the presentation of the first petition and before that of the second, was liable as a contributory. In re The Consols Insur. Co., Glanville's case, 35

transfer of shares: irregularity]-In 1859 B., who was a director of the A. Insurance Company, sold his shares to M., who was desirous of qualifying for a director, at par, and executed a transfer to him, but by

arrangement between the parties the purchase money was not to be paid if the company was wound up within two years. The deed of settlement required the consent of the directors to be given to every transfer of shares, and that every person who might have been approved by the board of directors as a holder of any shares in the company, and to whom any transfer should have been made, should within a limited time execute, at the office of the company, or at such other place as the board of directors should reasonably require, a deed of covenant to abide by the rules of the company, whereupon such person should become a shareholder. The consent of the directors to the transfer of B.'s shares to M. was given at a board meeting at which a director, who by arrangement with M. was to take some of the shares, was present and acting; there was no register of shareholders, but the transfer was entered in the list of transfers, and the name of the transferee was returned to the Registrar of Joint Stock Companies for registration; but the transferee did not execute, and was not required by the directors to execute, the deed of covenant. Two years afterwards the company was ordered to be wound up, and subsequently an application was made to place B. on the list of contributories on the ground that the transfer was not bona fide, and that the provisions of the deed of settlement with respect to transfers had not been complied with. The first ground having failed,Held, reversing the decision of the MASTER OF THE ROLLS, first, that the presence of a director at the board, who was interested in the transfer, did not invalidate the consent; and, secondly, that the non-execution of the deed of covenant by the transferee did not invalidate the transfer, it not being the duty of the transferor to see that the requirements of the deed in this respect were complied with; and consequently that B. was not liable as a contributory. The Agriculturist Cattle Insurance Co.; Bush's Case, 205

Re

memorandum of association: subscription: lapse of time]-L. signed the memorandum of association of a company for fifty shares in January, 1866. The company was registered on the 18th of January, 1866. Directors were appointed on the 24th of February, 1866. The company was wound up on the 23rd of September, 1867. L.'s name had not, up to that time, been placed on the list of shareholders:-Held that, notwithstanding the lapse of time, L. must be made a contributory. Re Imperial Land Co. Marseilles (Lim.); Lévick's case, 180

directors of the company at first refused to register the transfer, but ultimately accepted it on H. entering into a verbal agreement with them with regard to guaranteeing the payment of future calls. Under this agreement H. paid one call of 31. per share which was then pending. The company was then wound up and J. was unable to pay the calls:-Held, reversing the decision of STUART, V.C., that whatever remedy the liquidator might have against H. by virtue of the guarantee, J. was the only proper person to remain on the list as contributory in class A, in respect of the 640 shares. In re the Bank of Hindustan, China, and Japan (Lim.); Harrison's case, 333

CONTRIBUTORY (continued)-bankrupt member]— Whenever any shareholder, who is liable to be put on the list as a contributory in class B. becomes a bankrupt after the commencement of the winding up, the liquidator is entitled to prove the amount of his liability against his estate, and the assignees or trustees of the estate are to be placed on the list of contributories in lieu of the bankrupt, notwithstanding that the shareholder has obtained his order of discharge before the B. list is made out. In re Land Credit Company of Ireland; M'Ewen's case, 341 -affirming the decision, 184

purchase of shares in name of trustee]—K. and C., officers of an unregistered company, purchased shares, and caused them to be registered in the name of V., agreeing to indemnify him from calls, the object of using the name of the trustee being stated to be the concealment of the fact that K. and C. were dealing in the company's shares. The beneficial interest in the shares afterwards became K.'s alone. Three years after the purchase the company was ordered to be wound up :-Held, that K. could not be placed upon the list of contributories. In re Great Wheal Busy Mining Company; King's case, 361

past-member: affidavit by official liquidator : compromises]-By the Companies Act, 1862, 25 & 26 Vict. c. 89. sec. 38, sub-secs. 3 and 4, it is provided that no past-member shall be liable to contribute to the assets of the company unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of the Act-nor for an amount exceeding the amount, if any, unpaid on the shares in respect of which he is liable. The official liquidators of a company being wound up, after stating in their affidavit the estimated unpaid debts of the company at about 1,600,000l., set forth the assets of the company as consisting of "first, real estate which we estimate will produce 60,000l.; secondly, of amounts due from debtors and upon guaranteed bills from which we estimate that we shall recover 33,000l.; thirdly, calls unpaid by present members from which we estimate that we shall recover 85,000l." In consequence of

this affidavit a call of 351. per share was made upon a past member. There was at that time due from existing members in respect of unpaid calls upwards of 1,225,000. The past-member had not cross-examined the official liquidator before the Court of first instance by which the call was directed:-Held, on appeal, that the affidavit of the official liquidator was reasonable evidence, from which it might appear to the Court of first instance that the existing shareholders were unable to satisfy the contributions to be made by them under the above section, and that, as the past-member had abstained from soliciting in that Court any more satisfactory testimony as to the assets of the company, including therein the liability of existing shareholders, or as to the fact of his, the past-member, being a contributory, he was precluded from raising objections on either of those points before the Court of Appeal. Helbert v. Banner (House of Lords), 410

Compromises effected, under the 160th section, by the liquidator with existing shareholders do not operate to release or discharge past-members from their liability to contribute, and it is not necessary that on such compromises the rights of past-members against other members past or present should be reserved. The past and present members are not to be regarded with respect to one another as sureties and principals. Ibid.

past members]-A past member of a company who has transferred his shares within a year of the winding up is liable (if his transferee has not paid the unpaid capital on his shares, and if the present members' contributions are insufficient, and if any of the debts which were due at the date of his transfer are still unsatisfied at the date of the winding up) to contribute, together with other past members, to the assets of the company to the full amount of such debts without deducting dividends received in respect of the contributions of present members. In re The Oriental Commercial Bank (Lim.); Morris's case, 520

amalgamation: acceptance of shares]—Upon an agreement for the amalgamation of the company with the E. Corporation, it was arranged that the shareholders in the company should surrender their shares, receiving in return shares in the corporation to an equivalent amount, and accordingly certificates of shares in the corporation were sent to the several shareholders of the company, with a request that they would return printed receipts for the same. C., F. and S. were shareholders in the Company, and severally received certificates of shares in the corporation, and C. and F. signed and returned receipts for such certificates. S. retained the new certificates but signed no receipt, and the names of C. F. and S. were returned to the Registrar of Joint Stock Companies as members of the corporation. On the winding-up of the corporation,-Held,

that C. and F. were liable as contributories,
but not S. Re Empire Assur. Cor. Challis's
case; Fordyce's case; Somerville's case, 431

allotment and scrip-certificates to bearer:
shares not to be issued or vest until one-fifth
paid up]-A private Act of Parliament, under
which the defendant company was constituted,
provided that it should not be lawful for the
company to issue any share, nor should any
share vest in the person accepting the same,
unless and until one-fifth part of the amount of
the share should be paid up: -Held, that a
person who applied for shares and had them al-
lotted to him before the one-fifth was paid, was
a shareholder in the company to all intents and
purposes, except that he could not transfer his
shares until one-fifth was paid up. MEven v.
The West London Wharves and Warehouses
Company, 471

With the same Act of Parliament was incorporated
the 14th section of the Companies Clauses Con-
solidation Act, 1845, which enacts that the
shares of a company can be transferred by deed
only. M., a shareholder in the company,
received, in respect of the shares which had been
allotted to him, scrip certificates, which stated
that the allottee or bearer was entitled to ex-
change the scrip for share certificates. M. sold
his right to the shares, and delivered the scrip
certificates to the purchaser, who paid the first
call upon them; but no deed of transfer was
executed. M. was subsequently placed on the
share register, and on the company being wound
up the liquidators commenced an action at law
against him, to recover calls due on the shares:
-Held, that notwithstanding the terms of the
scrip certificates, and that the company had
treated the purchaser from M. as the virtual
shareholder, M. had not ceased to be the legal
shareholder, as the right to the shares had not
been transferred by deed, and therefore that the
Court would not restrain the action for calls,
whatever rights M. might have against his pur-
chaser. Ibid.

liability of past member: buying off earlier
creditor]-A past member of a company, having
been fixed upon the list of contributories in
respect of debts contracted before he ceased
to be a member, is at liberty to make any
arrangement with the creditors in respect of
those debts; and if the result of such ar-
rangement be that the company is released
from those debts, he will escape all liability
as a contributory,-affirming the judgment of
the MASTER OF THE ROLLS, ante, p. 222, and
dissenting from Re The Accidental and Marine
Insurance Corporation, 39 Law J. Rep. (N.S.)
Chanc. 585; s. c. Law Rep. 5 Chanc. 428. In
re The Blakely Ordnance Company (Lim.);
Brett's case, 497

Sce Company.

COPYRIGHT-map]-A bird's-eye view of a seat of
war is a book within the meaning of 5 & 6 Vict.

c. 45. s. 2, and no copyright can be acquired in
it unless it be registered at Stationers' Hall
under the provisions of that Act. Stannard v.
Lee, 489

COSTS of reinvestment]-Where a special Act,
giving compulsory powers of taking land only,
provides that the company shall pay the costs
of reinvestment, the company is not liable to
pay the costs of payment out to parties entitled,
even where the money was originally paid into
the Court of Exchequer. Re Harrison's estate, 77

on petition of respondent having no interest.
Wood v. Boucher, 112

fund in Court: petition for payment of
dividends to tenant for life: Trustee Relief
Act]-A fund was paid into Court under the
Trustee Relief Act; and a petition was pre-
sented by the tenant for life for payment of
the dividends to her. If the fund had not been
paid into Court it would have been necessary to
appoint new trustees:-Held, that the costs of
the appearance of the trustees should be paid
out of the corpus. Re Wood's Trusts, 179

of successful appeal]-It is the common rule
of the Court of Appeal not to give the costs of
the appeal to a successful appellant, though
such costs may be given under exceptional
circumstances. Denny v. Hancock, 193

in equity: costs of motion reserved to hearing
of the cause-Where a motion for an injunction
involving the merits of the cause was ordered to
stand over to the hearing, and afterwards the bill
was changed into an information and bill, and
at the hearing a decree for a perpetual injunc-
tion was made with costs, the plaintiff's costs of
the motion, though not specifically mentioned,
are costs in the cause, and will be allowed him
on taxation. Attorney General v. Lonsdale, 198

at the hearing: withdrawal of charges of
misconduct]-The Court will at the hearing of a
cause, and without any special application, order
plaintiff to pay the additional costs occasioned
by a case made and allegations inserted in an
amended bill, which have been struck out and
abandoned by re-amendment. Mounsey v. Burn-
ham, 1 Hare 22, not followed. Finch v. Westrope,
441

trade mark: forged mark: forwarding
agent: commission: undertaking] - Bill by
plaintiff, a merchant, to restrain defendant, an
agent, who received goods from the Continent,
and forwarded them to parties in England for a
commission, from forwarding goods bearing a
forged imitation of plaintiff's trade-mark. On
a first application, defendant readily gave the
names of the persons from whom and to whom
the goods were sent, but declined to give an
undertaking not to take them out of the dock:

-Held, that under the circumstances defendant

should neither pay nor receive costs. Upmann v. Elkan; Allones v. Elkan, 475 Semble, if he had refused to give his principal's name, he would have had to pay costs, and if he had undertaken without suit in the terms prayed, he would have been entitled to his costs. A person to whom the goods were sent, and who was innocent of fraud, was made a party :-Held, that he was entitled to his costs. Ibid. The persons by whom the goods were sent were in communication with their agents during the proceedings, and having no property within the jurisdiction, except the goods, were not made parties to the suit:-Held, that the plaintiff's costs should be charged on the goods, with liberty for the owners to intervene. Ibid.

COSTS (continued)—suit by heir-at-law against devisce]-The legal estate of a deceased testator being outstanding in a lessee who was one of the two executors, the heir-at-law filed a bill against the devisee and executors, to set aside the will. An issue was directed and the will established as valid:-Held, that the bill must be dismissed without costs as against the devisee. Banks v. Goodfellow, 511

solicitor and client] - The Court has no jurisdiction to give costs as between solicitor and client, except in cases of scandal, or where the defendant fills a fiduciary position. Turner v. Collins, 614

solicitor's lien : property preserved in suit: separate use restraint on anticipation: rehearing]-A solicitor was employed by a married woman in the successful defence of a suit instituted by her husband to set aside a settlement, whereby he covenanted to pay to her an annuity for her separate use without power of anticipation, and assigned certain property to trustees to secure the annuity. Upon a petition by the solicitor to charge under 22 & 23 Vict. c. 127. s. 28, the annuity with his costs incurred on her behalf,-Held, that the married woman competent to employ a solicitor for the purpose of defending such a suit; that the right of the solicitor under the Act to a charge upon the property preserved by his exertions was paramount to the restraint on anticipation; and held by WICKENS, V.C., varying the order of STUART, V.C., that the charge was limited to the annuity and did not extend to the trust fund upon which it was secured. In re Keane and In re Lumley v. Desborough, 617

was

See Arbitration. Attorney and Solicitor. Courts of Justice (Salaries and Funds) Act, 1869. Lands Clauses Act. Revivor. Specific Performance. Voluntary Settlement.

COUNTY COURT--suit against officers of the court: transfer of cause to court of adjoining district] -Where a redemption suit was commenced in

the Court of Chancery against the registrar of the County Court, within the jurisdiction of which the property dealt with by the suit lay,Held, that an order might properly be made under 30 & 31 Vict. c. 142. s. 8, to transfer the suit to the County Court of the adjoining district; the word action in s. 21 of 19 & 20 Vict. c. 108 includes suit. Linford v. Gudgeon,

514

COURTS OF JUSTICE (SALARIES AND FUNDS) ACT, 1869-suitors' fund: pauper defendant, a prisoner for contempt: motion to discharge: plaintiff's costs]-If on a motion by a pauper defendant for his discharge from prison, on purging his contempt, he does not ask for the plaintiff's costs of the contempt, the Court has no jurisdiction, under 32 & 33 Vict. c. 91, to make an order for their payment on the application of the plaintiff. Hall v. Hall, 236 COVENANT-to pay premiums on a policy of assuTance: winding-up of the assurance company: right of covenantee]-Where there is a covenant to pay the premiums on a policy of assurance in an assurance company, and the company has been ordered to be wound up since the date of the covenant, the covenantee has no equity to sustain a bill praying that the amount of the premiums may in future be paid to him. Garniss v. Heinke, 306

to settle after acquired property. See Marriage Settlement. And see Mining Lease.

DEBENTURE BOND-payable to bearer: promissory note]-Instruments were issued by a company (whose directors were empowered to draw, accept, or endorse negotiable instruments) which were in the form of debenture bonds, but which bound the company to "pay to the bearer":— Held, that such instruments were promissory notes which passed to the bearer free from any equities which might have attached to them as between the company and the original holders. Re The Imperial Land Company of Marseilles; ex parte Debenture Holders, 93

DEBENTURE HOLDER. See Railway Company.

DEBTOR AND CREDITOR-creditors' deed: creditor not executing: forbearance to sue]-A debtor executed a deed of assignment of property for the benefit of creditors, which provided that creditors not executing within a certain time were to be excluded :-Held, that a creditor who, in ignorance of this provision, had not executed the deed within the specified time, but had forborne to sue, was entitled to participate in dividends. Re Baber's Trust, 144 Lane v. Husband observed upon. Ibid.

trustee and executor: legal and equitable assets: retainer-A debtor devised his real estate to his creditor, in trust for sale and pay*ment of debts, and appointed the creditor his