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signed by M. and S., and directed to the officer in charge, requesting him to hold the goods" subject to the order" of Y. & Co., they paying the duty and storage charge before removal." This note was sent to the officer in charge, who accepted it and made a corresponding entry in his book. Afterwards, the goods, while still lying at the customs warehouse, were seized by a judgment creditor of M. and S. :-Held, that the seizure was bad, there having been a valid constructive delivery and transfer of the goods to Y. & Co., as pledgees. Young v. Lambert, 6 Moore, P. C. 406; 39 L. J., P. C. 21; L. R.

being so informed, and having no notice of the plaintiffs' title, on the same day paid C. for the goods, and through a clerk, who reached the dock house before the messenger had arrived, obtained at the warrant office a warrant for the goods in the name of C., who indorsed the same to D.. and gave him a second delivery order. The first delivery order was returned to the plaintiffs by the docks company, who refused to act upon it. In an action by the plaintiffs, claiming as against the docks company, C., and D., to be entitled to the goods-Held, that D. was the surety and B. & Co. the principal debtors; that in the circumstances of the case, the unpaid | 3 P. C. 142; 22 L. T. 499; 18 W. R. 497. vendors' lien had passed to D.; that the title to the goods was in D. Imperial Bank v. London Property Revested by Pledgee in Pledgor and St. Katherine Dock Co., 46 L. J., Ch. 335; through Fraud of the Latter.]-The plaintiffs 5 Ch. D. 195; 36 L. T. 233. made advances to D. & Sons on the security of certain flour, which was warehoused by D. & Sons Passing Property.] Cases of wine were in the plaintiffs' name, D. & Sons undertaking, ordered by L. of the plaintiff, and were shipped in consideration of the plaintiffs' delivering to by him consigned to L., who deposited the bill of their order the flour as sold, to specifically pay lading with the defendant, a wharfinger, with plaintiffs the proceeds of all sales immediately directions to take delivery and warehouse the on their receipt. The defendants subsequently wine on L.'s account. The wine, on its arrival, made advances to D. & Sons on the security of a was entered at his wharf in L.'s name, subject to pledge of the flour, in ignorance of the prior a stop for the freight. L. afterwards refused to transaction with the plaintiffs; and D. & Sons, accept the wine on the ground that it was not by a fraudulent representation that they had according to contract; the plaintiff agreed to sold the flour to the defendants, procured from take it back. and L. promised to send a delivery the plaintiffs a delivery order for the flour, which order to enable the plaintiff to obtain it; but they gave to the defendants. The defendants, in on the same day L. indorsed the bill of lading to pursuance of the delivery order, obtained possesM., which M. took to the wharf and procured asion of the flour, and the advances made by them transfer of the wine into his own name. The plaintiff was afterwards informed by L. that the wine was at the disposal of the plaintiff, but subject to charges, and 51. for loss of profit. At an interview between M. and the plaintiff, M. offered to give up the wine on payment of these sums. The plaintiff tendered the former sum, which M. would not accept. The plaintiff's attorney after-the defendants as purchasers; and that, though wards offered to the defendant to pay all charges, and.to indemnify him against the claim of any other person. The defendant refused to deliver the wine to the plaintiff, alleging that he had given warrants to M. The wine was ultimately delivered to a third person by M.'s order. M. had in fact paid the freight, and obtained warrants to him or his order. The jury found that the transaction between M. and L. was colourable and with knowledge on the part of M. of the intention of L. to deprive the plaintiff of the wine-Held, that the defendant received the wine as bailee to L. and after the payment of the freight could have no better title than his bailor; that by the finding of the jury M. had no better title than L.; and, as the plaintiff had tendered the amount of charges both to M. and the defendant, his title was as valid against the defendant as it would have been against L.; and that the defendant was liable to the plaintiff for the value of the wine. Batut v. Hartley, 41 L. J., Q. B. 273; L. R. 7 Q. B. 594; 26 L. T. 968; 20 W. R.

899.

Goods, arriving at Quebec, were taken to the customs examining warehouse, according to the regulations of the port. The goods were entered by the officer in charge, as consigned to M. and S. The goods remained subject to the lien for freight. and to the charges for customs duties and storage. Till these several claims were discharged the officer in charge was bound not to part with the goods. Subsequently M. and S. obtained an advance from Y. & Co. on the security of these goods, and gave to them a request note,

not being repaid, sold it. The plaintiffs sued the defendants for the conversion of the flour :Held, that (assuming that the plaintiffs had originally a special property in the flour) the intention of the plaintiffs must be taken to have been to revest the whole property in the flour in D. & Sons, in order that they might transfer it to

the plaintiffs might have revoked the delivery order as being procured by fraud, as long as the flour remained in the hands of D. & Sons, yet when the property in the flour had been transferred by D. & Sons to bonâ fide transferees for good consideration, the title of the latter was indefeasible. Babcock v. Lawson, 49 L. J., Q. B. 408; 5 Q. B. D. 284; 42 L. T. 289; 28 W. R. 591-C. A.

Pledge by Consignee before Arrival-Several Bills of Lading.]-Goods shipped to C., as owner, were before arrival pledged by him to the plaintiffs as security for an advance. The bill of lading was, as is customary, in three sets, "the one being accomplished the rest to stand void.” and made the goods deliverable to "C. or assigne," freight payable in London. C. indorsed one copy of the bill of lading, marked "first," to the plaintiffs, and also gave them a letter of charge, making the bill of lading a collateral security for the advance, and empowering them to sell the goods represented by the bill of lading should default be made in the repayment of the advance. The vessel went, on arrival, into the dock of the defendants. C. duly entered the goods at the custom house, and they were afterwards, at the request of C., landed and deposited with the defendants, the freight being unpaid. The manifest, a copy of which the captain lodged with the defendants, authorised the defendants to deliver the goods to the holders of the bill of lading. On the following day, the captain lodged with the defendants a stop order for freight, pursuant to

the Merchant Shipping Act, 1862. C. then produced and gave to the defendants, unindorsed, the second part of the bill of lading; the defendants then entered C. as the proprietor of the goods. C. paid the freight, the stop was taken off, and the defendants delivered the goods to W., on the production by him of a delivery order from C. C. shortly after went into liquidation, when the plaintiffs, producing the indorsed bill of lading, in vain demanded the goods of the defendants. In an action for conversion :--Held, that the dock company had not been guilty of a conversion, and that the bank could not maintain any action against them. Fearon v. Bowers (1 H. Bl. 364) reflected on. Glyn, Mills & Co. v. East and West India Dock Co., 7 App. Cas. 591; 47 L. T. 309; 31 W. R. 201-H. L. (E.) Affirming 50 L. J., Q. B. 62—C. A.

Warrants in Iron Trade-Effect of.]-By the usage of the iron trade warrants for goods "deliverable (f. o. b.) to A. B., or their assigns, by indorsement hereon," are consid rel to pass to the holders for value free from any vendor's lien. Merchant Banking Co. of London v. Phoenix Bessemer Steel Co., 46 L. J., Ch. 418; 5 Ch. D. 205; 36 L. T. 395; 25 W. R. 457.

A company, being manufacturers of steel rails, contracted with S. & Co., iron merchants, for the sale of a quantity of rails to be rolled at their works, and to be delivered at intervals, payment to be made as to three-fifths at three days' sight, and as to two-fifths by buyers' acceptances at four months. On the completion of each portion of goods a warrant for the same in the above form was sent to S. & Co. with an invoice and drafts for the purchase-money, and the goods referred to in the warrants were stacked at the works. In the meantime S. & Co. pledged the several warrants, and indorsed the same to the plaintiffs. Before the contract was completed, when only part of the goods was paid for, S. & Co. became bankrupt, and their acceptances were dishonoured. At that time part of the goods had been dispatched in waggons sent by order of S. & Co., and was stored in a railway company's warehouse, addressed to the agents of S. & Co., and part remained stacked at the works :-Held, that, by the usage of the iron trade, as well as by the intention of the parties as shown by their course of dealing, the plaintiffs, as holders for value of the warrants, were entitled to the goods free from any vendor's lien. Ib.

Held, also, that even had the vendors been able to claim a lien on the undelivered goods, the transit was at an end as regarded those stored in the warehouse, and their right was gone. Ib.

Mackenzie v. Dunlop, 3 Macq. H. L. 22; 2 Jur. (N.S.) 957; 4 W R. 815.

But such third party cannot put a special construction on the document by proving that in the contract between A. and B. there was a specialty not actually appearing on the face of the document. Ib.

Dock Warrants do not require Registration as Bills of Sale.]-A dock warrant does not require registration as a bill of sale. North-Western Bank, Ex parte, Slee, In re, 42 L. J., Bk. 6; L. R. 15 Eq. 69; 27 L. T. 461; 21 W. R. 69.

Cost of Mortgagee's unsuccessful Defence of Title to Part of Mortgaged Property.]—A bankrupt had, before his bankruptcy, obtained advances from a bank on the security of the deposit with them of the dock warrants of a quantity of tobacco, which he represented to be his own property. After the adjudication it was discovered that fifty bales of the tobacco did not belong to him, but that he had sold them and had received the purchase-money; the purchaser having left the dock warrants relating to them with him to enable him to clear them as the purchaser should require them. After the adjudication the purchaser of the fifty bales sued the bank, and recovered from them as damages the sum which he had paid for the fifty bales, together with his costs of the action, and the judgment was affirmed by the court of appeal. The bank afterwards tendered a proof in the bankruptcy for the balance of their debt beyond the value of their security :-Held, that, in esti mating that value, they were entitled to bring into account the costs (their own as well as the plaintiff's) of the action, but not the costs of the appeal. Carr, Er parte, Hofmann, In re, 48 L. J., Bk. 69; 11 Ch. D. 62; 40 L. T. 299; 27 W. R. 435—C. A.

Proof for Balance of Debt.]-After the decision of the appeal, the bank sold the fifty bales for less than the purchaser had paid the bankrupt for them :-Held, that there being no evidence that this loss had arisen from any default on the part of the bank, they were entitled to bring that loss into account in estimating the value of their security. Ib.

3. EXCHEQUER BILLS.

Property in Passes by Delivery.]—An exchequer bill, the blank in which was not filled up, having been placed for sale in the hands of A., he, instead of selling it, deposited it at his bankers, who made him advances to the amount Held, also, that the contract was apportion of its value. A. afterwards becoming bankrupt: able, and that the vendors could not in any event-Held, that the owner of the exchequer bill have claimed any lien on that portion of the goods which had been fully paid for. Ib. See Gunn v. Bolckow, post, col. 134.

An iron-master gave to his vendee a note in these words, "I will deliver 1,000 tons of iron when required, after the 18th September next, to the party lodging the document with me Held, that this document was not a negotiable instrument of mercantile exchange. Dixon v. Bovill, 3 Macq. H. L. 1; 2 Jur. (N.S.) 933; 4 W. R. 813.

If A. gives an iron scrip note to B., and B. sells it to a third party, that third party may prove that the document has, in the usage of trade, an import not expressed on the face of it.

could not maintain trover against the bankers, the property in such an exchequer bill, like a bank note or a bill of exchange indorsed in blank, passing by delivery. Wookey v. Pole, 4 B. & Ald. 1; 22 R. R. 594.

Lien of Bankers on.]-A. bought on account of B., and with B.'s money, exchequer bills, which A. deposited in a box that he kept at his bankers', himself retaining the key. Whenever it became necessary to receive interest on the exchequer bills, and to exchange them for new ones, A. was in the habit of taking them out of the box and giving them to the bankers for that purpose (such being the usual course of business),

which being accomplished, the new exchequer | fraudulently) the possession of it to a bona fide bills were, as soon as conveniently might be, holder, be heard to deny that the instrument was handed over to and locked up by A. in the box, a negotiable instrument transferable to bearer the amount of interest received by the bankers by delivery. Ib. being passed to the credit of A.'s account. The In the case of such scrip, issued by a foreign exchequer bills themselves were never entered government and circulated in England by means to A.'s account, nor had the bankers any notice of an agent here, who is to receive the instalor knowledge that they were not the property of ments, and give acknowledgments for their A. himself. On the 1st of December, 1836, A. payment, and to deliver the bonds when they took the exchequer bills out of the box and de-are issued, the contracting party is the foreign livered them to the bankers for the purpose of government, and not the English agent. 1b. receiving the interest and exchanging them for new ones. The bills were accordingly exchanged; but the new bills (A. being absent from business on account of illness) remained in possession of the bankers down to the time of A.'s failure, his account in the meantime having been considerably overdrawn :-Held, in an action by B., the true owner, that the bankers had no lien upon these exchequer bills for the general balance due to them from A., although such securities are transferable by delivery; the circumstances under which they came to their hands being inconsistent with the existence of a general lien. Brandao v. Barnett, 3 C. B. 519; 12 Cl. & F. 787.

Government Securities.]—Exchequer bills are government securities within the meaning of 1 & 2 Vict. c. 117. S. E. Ry., Ex parte, 9 Jur. 650.

Investment of Trust Funds in.]-See TRUST.

Bankruptcy.]-Order for payment out of a bankrupt's estate, with interest to the time of payment, in preference to all other creditors, with costs, under stat. 51 Geo. 3, c. 15, s. 4, for an issue of exchequer bills, they being to relieve commercial credit. Holden, Ex parte, 18 Ves. 436.

Bonds-No Right of Action.]-The bond of a foreign government creates nothing but a debt of honour, and the promise contained in it cannot be inforced in the courts of this country against English agents of the government who have funds belonging to it in their hands, even though the government, after notice of an action by the bondholder against the agents, makes no claim to the funds. If such an action against the agent could be maintained, it would amount to an assumption of a jurisdiction over the foreign government. As the foreign government cannot be sued in the courts of this country, neither can its agents be sued in the absence of the principals. Twycross v. Dreyfus, 46 L. J., Ch. 510; 5 Ch. D. 605; 36 L. T. 752—C. A.

- Return of Money in hands of Trustees.]. Where money has been subscribed by bondholders for a particular purpose (such as the construction of a railroad) and part of that money has been placed in the hands of trustees for the bondholders, the duty of such trustees being to pay portions of the money as portions of the intended railroad are constructed, if no such railroad nor any portion of it is constructed, and its construc-_ tion becomes impracticable, the bondholders are. entitled to demand from the trustees repayment of what remains in their hands. National Boli

4. BILLS OF EXCHANGE, CHEQUES AND PRO-vian Co. v. Wilson, 5 App. Cas. 176; 43 L. T. 60, MISSORY NOTES. See BILLS OF EX

CHANGE.

5. BANK NOTES.-See BANKER.

6. BANKER'S LETTER OF CREDIT.-See
BANKER.

7. BILLS OF LADING.-See SHIPPING.
8. DEBENTURES.-See COMPANY.
9. LLOYD'S BONDS.-See COMPANY.

10. OTHER DOCUMENTS.
Foreign Government-Scrip of.]-The scrip of
a foreign government, issued by it on negotiat-
ing a loan (which scrip promises to give to the
bearer, after all instalments have been duly paid,
a bond for the amount paid, with interest), is
by the custom of all the stock markets of Europe
a negotiable instrument, and passes by mere
delivery to a bonâ fide holder for value. English
law follows this custom-and any person taking
it in good faith obtains a title to it indepen-
dently of the title of the person from whom he
took it. The scrip promised to give the bearer a
bond for the amount paid. Goodwin v. Robarts,
45 L. J., Ex. 748; 1 App. Cas. 476; 35 L. T. 179;
24 W. R. 987-H. L. (E.)

A person who took this scrip as being negotiable, could not, after he had negligently allowed another person the means of transferring (even

VOL. X.

-H. L. (E.)

Where there is a right dependent on the practicability of doing a certain work, the question of its practicability is not to be determined solely by physical or financial reasons, but conditions previously stipulated, especially where. the interests and the rights of third parties are concerned, must be considered. Ib.

Thus, where a loan was raised to make a railroad in a foreign country, such loan being raised on the faith of a prospectus which set forth, as a security to the bondholders, the grant of a concession by the foreign government, in virtue. of which the bondholders would have the benefit of the customs duties imposed by that government on goods passing along that railroad, and the foreign government, finding the railroad not made, revoked its concession, the loss of the security which the concession had afforded to. the bondholders, entitled them to treat the scheme as a failure, and to demand the return of their subscriptions. Ib.

A foreign government granted a concession, on the terms of which a company was formed and a loan raised, and bondholders constituted. The government afterwards revoked the concession:-Held, that its right to do so could not be questioned in any legal proceedings in this country. Ib.

Directions as to the form of the decree and as to costs. 1b.

Interest on, when drawn.]-A loan was 5

holders of the obligations against the company and the bank, claiming to be mortgagees of the Florence property in priority to the bank. On motion to restrain the sale of the property :Held, that the obligations were not mortgages, but simply bonds. Norton v. Florence Land and Public Works Co., 7 Ch. D. 332; 38 L. T. 377; 26 W. R. 123.

Held, also, that even if they created a charge on the company's property, they could not be enforced as against the bank claiming under a registered mortgage at Florence; and that, the matter being already before the tribunal of the country where the property was situated, the court of chancery would not interfere. Ib., but see next case.

secured by the issue of bonds bearing coupons | gage, an action was brought on behalf of the for twenty half-yearly payments of interest, on the 1st of June and 1st of December, such bonds to be redeemable by half-yearly drawings of at least 5 per cent. on the total amount of the loan. A deed was executed by which the borrowers granted certain foreign railways to trustees, and covenanted with them to remit half-yearly sums sufficient to pay the amount of interest and moneys required for redemption. On each 1st of December and 1st of June the moneys so to be remitted were to be applied in payment of the principal sums secured by such of the bonds as should have been drawn on the preceding 1st of November and 1st of May, as the case might be, and of the interest on such of the bonds as should be outstanding and bearing interest which would become payable on such 1st of December or 1st of June, but it was declared that no interest should be payable on any drawn bond after the day fixed for its redemption. In case of default in the remittances, the trustees were to enter into possession of the railways, and apply the net profits in payment of all arrears of interest due on such of the bonds as should be outstanding and bearing interest; in redemption of such an amount of bonds as ought to have been redeemed on any previous 1st of June or 1st of December, but might not have been redeemed through failure of the borrowers to remit funds; and lastly in payment of the future interest on the bonds and the redemption of the same in any future half-year; and after full payment and satisfaction of all the principal moneys and interest secured by the bonds, the trustees were to hold the surplus in trust for the borrowers. Default was made in the remittances, the trustees took possession, and in November, 1876, had a fund in hand out of which they proposed to pay interest on the undrawn bonds only. Bonds to the amount of ten per cent. on the whole loan had been drawn in November, 1875, and May, 1876, but had not been paid through want of funds :Held, that drawn bonds which remained unredeemed through failure of the borrowers to provide funds, could only be redeemed by payment of the principal with interest up to the time of dayment. Gordillo v. Weguelin, 46 L. J., Ch. 691; 5 Ch. D. 287; 36 L. T. 206; 25 W. R. 620— C. A.

:

Held, that the funds were to be applied in the first place in payment of interest pari passu on undrawn bonds, and on drawn bonds which remained unpaid through the failure of the borrowers to provide funds; dissentiente Brett, L.J., who was of opinion that the payment of interest on undrawn bonds had priority over the payments in redemption of drawn bonds. Ib.

The articles of a company incorporated for the purpose of acquiring land in Florence and building thereon, and selling, mortgaging, or leasing the same, gave power to the directors to borrow money by mortgage of any part of the com pany's property, or by "bonds, debentures, or mortgage debentures," which should entitle the holders to be paid out of the moneys, property, and effects of the company pari passu. The company issued instruments called "obligations," which were expressed to be made under the power of their articles, by which they bound themselves, their successors, and assigns, and all their estate. property, and effects," to repay the sums mentioned therein at a future date, with power to redeem a certain portion of the obligations at intermediate times-Held, that, reading the obligations with reference to the articles of association, they constituted a charge on the property of the company, subject to the power of the directors to dispose of any part of such property in the ordinary course of their business. Per James, L. J.-Upon the construction of the obligations themselves, without reference to the articles, except as to whether they were ultra vires, there was sufficient to constitute a charge upon the property of the company. Florence Land and Public Works Co., In re, Moor, Er parte, 48 L. J., Ch. 137; 10 Ch. D. 530; 39 L. T. 589; 27 W. R. 236—C. A.

Foreign Bond-Conflict of Laws-Custom of Merchants-Bonâ fide Holder.]-An instrument that is negotiable by the law of a foreign country is not a negotiable instrument by the law of England, so as to give a bonâ fide holder for value a good title against an owner of the instrument, from whom it has been stolen, in the absence of any evidence of a custom of merchants in this country to treat it as negotiable. Picker v. London and County Banking Co., 56 L. J., Q. B., 299; 18 Q. B. D. 515; 35 W. R. 469 -C. A.

Foreign Mortgages.]-A company with an The executors of a holder of shares in an office in London, and having house property American railway company signed blank transat Florence, raised, under powers in its articles, fers indorsed on the share certificates, and a sum of money by the issue of obligations handed them to their brokers, in order that the payable to bearer, whereby they purported to shares might be registered in the names of the bind themselves, their successors and assigns, executors. The brokers fraudulently deposited and all their estate, property, and effects," re- the certificates with their bankers as security serving the right to redeem a part of the obliga- for advances, and afterwards became bankrupt. tions (to be determined by drawings) in each of According to American law the holder of certifi eight successive years. Subsequently by a mort- cates with transfers properly indorsed has a good gage in the Italian form, registered at Florence, legal title to the shares; and according to mer the company mortgaged the property to a bank cantile usage in London, such certificates are with a London office, who had notice of the treated as securities to bearer. In this case the obligations. The bank having taken proceedings indorsement was not attested in the manner in the tribunal at Florence to enforce their mort-required by the railway company for registra

tion:-Held, that the plaintiffs were entitled to a declaration that the shares in question formed part of the testator's estate, and to delivery of the certificates by the bankers. Williams v. Colonial Bank, 57 L. J., Ch. 826; 38 Ch. D. 388; 59 L. T. 643; 36 W. R. 525-C. A.

Theft of Bond payable to Bearer-Bonâ fide! Holder for Value-Bankers' Charges.]-A bank advanced moneys to a customer upon promissory notes, on the back of each of which he placed an indorsement by which he charged all his property, shares, or securities, which then were or which might be, at any time prior to the payment of the note, "in the possession or power of the holder thereof for the time being," with the payment of the promissory note, and interest. After several such transactions had taken place, the customer obtained an advance upon a French bond, payable to bearer, and transferable by delivery, and he subsequently handed the bank another French bond, and requested that both might be sold on his account. On the latter occasion he obtained no advance of money. On the bonds being sent to the bank's brokers for sale it was discovered for the first time that both had been stolen-Held, that, as to the first bond, the bank had a charge upon it, since an advance had been obtained upon it, but that, as to the second bond, there was no such charge, since no advance having been made upon it, there could be no charge otherwise than by virtue of the charge indorsed upon the promissory note, which did not apply to the case, because it could only, apply to property of the drawer of the note placed in the possession or power of the holder for a purpose not inconsistent with an assertion of such a charge, and the bond in question was not so situated. Symons v. Mulkern, 46 L. T. 763; 30 W. R. 875.

Scrip Certificates.]-A banking company issued four scrip certificates to the plaintiff which purported to entitle the bearer, upon payment of certain instalments, to be registered as the holder of ten shares in the undertaking. Similar scrip had for many years been largely dealt in by bankers, money dealers and members of the stock exchange as negotiable instruments transferable by delivery. After the first instalments had been paid the certificates were deposited by the plaintiff with a broker for the purpose of paying the remaining instalments due thereon, and dealing with them as the plaintiff might direct. The broker fraudulently deposited them with the defendants as a security for a loan due from him to them :-Held, that scrip certificates were negotiable instruments, and that the defendants were entitled to retain them as against the plaintiff; also, that the plaintiff by depositing with the broker a security purporting on the face of it to be transferable by delivery, could not recover it back from a bonâ fide holder for value. Rumball v. Metropolitan Bank, 46 L. J., 9. B. 346; 2 Q. B. D. 194; 36 L. T. 240; 25 W. R. 365.

Bank Certificates.]-A bank certificate was given in the following form:

"Montréal, 7 Septembre, 1863. "A. B., a déposé dans cette banque à intérêt à quatre pour cent. par an, la somme de deux mille dollars, payable à l'ordre C. D., lors de la remise du présent certificat. Cette somme pour porter intérêt devra rester au moins trois mois

dans cette banque, et le porteur de ce certificat ne pourra le retirer qu'après quinze jours d'avis, l'intérêt cessant du jour de cet avis."

Quere, whether this was a negotiable instrument under art. 2349 of the Civil Code of Lower Canada. Richer v. Voyer, L. R. 5 P. C. 461; 30 L. T. 506; 22 W. R. 849.

Wharfinger's Certificates.]-B. & Co. sold some iron rails to a company by a written contract, stipulating that payment should be made by buyers' acceptances of sellers' drafts against inspector's certificate of approval and wharfinger's certificate of each 500 tons being stacked ready for shipment. As the wharfinger's certificates were delivered the company accepted the drafts of B. & Co., according to the contract, which B. & Co. negotiated; but the rails remained in B. & Co.'s possession. The plaintiff advanced money to the company on the security of some of the wharfinger's certificates which were handed over to him with a written memorandum. The company became insolvent, and their acceptances were consequently not paid. The plaintiff filed a bill against B. & Co. and the receiver of the estate of the company, claiming a lien on the rails in the hands of B. & Co. in priority to their lien as vendors. The bill allege that according to the custom of the iron trade the wharfinger's certificates were in fact warrants. The plaintiff having moved for an injunction to restrain B. & Co. from parting with the rails or with the money which they might receive in respect of them, Bacon, V.-C., ordered B. & Co. to pay the value of the rails into court, to be kept in medio till the decision of the case :-Held, first, that the giving of the acceptances in pursuance of the contract was not an absolute payment, but conditional on the acceptances being met; that upon the insolvency of the acceptors the vendors' lien on the goods revived; and that the fact of the vendors having negotiated the bills made no difference. Gunn v. Bolekow, Vaughan & Co., 44 L. J., Ch. 732; L. R. 10 Ch. 491; 32 ́L. T. 781; 23 W. R. 739.

Effect of Delivery passing Right to Goods.]-Held, secondly, that the wharfinger's certificates were not documents of title, and their delivery passed no right to the goods; and that no custom of trade could give them the effect of warrants or documents of title as against the vendors. Ib. And see Merchant Banking Co. v. Phænix Bessemer Steel Co., ante, col. 127.

Bonds Payable to Bearer issued by Company.] The directors of a company, having power by its memorandum of association to borrow money and to issue transferable or other bonds, mortgages, or debentures, had, under its articles of association, large powers for issuing “debentures, bonds, obligations, or other securities, either specifically charged on any property of the company, or not so charged in any form or manner or for any amount," not exceeding the nominal capital of the company, and a specific power to issue and indorse negotiable instruments. The company issued in payment to vendors of land to them instruments described on their face as debenture bonds, and stamped as bonds, and expressed that the company "bind themselves and their successors to pay the bearer the principal sum of 201." The words with respect to interest were in a similar form, and there was no charge on any of the property of

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