that he was only to be liable for negligence :-| been suspended for some years in consequence Held, that the non-communication of this term was the concealment of a material fact, and that the mere disclosure of the existence of such an arrangement to the defendant's solicitor was not notice of it to the defendant. Tate v. Hyslop, 54 L. J., Q. B. 592; 15 Q. B. D. 368; 53 L. T. 581; 5 Asp. M. C. 487—C. A.

Though notice to a solicitor will in general be binding on his client, yet, if the solicitor expresses to the person giving the notice his intention of concealing the notice from his client, the client will not be bound by the notice. Sharpe v. Foy, L. R. 4 Ch. 35; 19 L. T. 541; 17 W. R. 65. Husband and wife in treaty for a loan on the security of her real estate, informed the mortgagee's solicitor of the existence of a settlement executed on their marriage, whereby on her attaining twenty-one, the property was to be conveyed to trustees upon the usual trusts, although no such conveyance was ever executed. The solicitor told them that he should not mention this to the mortgagee, lest he should refuse to make the advance :—Held, that this was not constructive notice to the mortgagee, for husband and wife were bound, upon the statement of the solicitor's intention, themselves to bring the facts to the knowledge of the mortgagee, and by omitting to do so had become parties to the fraud upon him. Ib.

What is Notice.]-Communications to a solicitor, to make thein notice to a client, must be made in respect of some ending matter, and be such that the solicitor was bound to communicate them to the client. Hooper v. Cooke, 25 L. J., Ch. 467; 2 Jur. (N.S.) 527-L. C.

It is doubtful whether where, in the course of transactions on his principal's behalf, a state of things is brought to the notice of a solicitor of which he has previously received notice, the second notice to the solicitor can be said to be notice to the principal. Thorne v. Heard, 64 L. J., Ch. 652; [1895] A. C. 495; 11 R. 254; 73 L. T. 291; 44 W. R. 155-H. L. (E.)

Where by a transaction foreign to the business in hand, a counsel or attorney employed to look over a title has notice, that shall not affect the purchaser. Lowther v. Carlton, 2 Atk. 242; Cas. t. Talb. 186.

of a claim by a third party, was after A.'s death carried into effect between his heir and B. upon somewhat different terms, and nearly two years afterwards B. mortgaged to D., and the solicitor who acted for D. in reference to the mortgage had been employed by B. during the whole previous transactions :-Held, that D. was affected by notice of the previous agreement for a mortgage, and the lien thereby created. Fuller v. Benett, 2 Hare, 394; 12 L. J., Ch. 355; 7 Jur. 1056.

Where one transaction is closely followed by and connected with another, or where it is clear that a previous transaction was present to the mind of a solicitor when engaged in another transaction, there is no ground for the distinction by which the rule, that notice to the solicitor is notice to the client, had been restricted to the same transaction. Hargreaves v. Rothwell, 1 Keen, 154; 5 L. J., Ch. 118.

Whether notice to an attorney in one transaction shall be notice to him in another transaction, must, in all cases, depend upon the circumstances. Mountford v. Scott, Turn, & R. 280; 24 R. R. 55. Affirming, but on somewhat different grounds, 3 Madd. 34; 18 R. R. 189.

Notice to an agent in order to fix principal must be given in same transaction in which they are so related, even in the case of attorney for vendor and vendee. S. C., 3 Madd. 34; 18 R. R. 189.

The general proposition that notice to an agent, so to affect his principal, must be in the same transaction, admits of certain qualifications. Lenehan v. M' Cabe, 2 Ir. Eq. R. 342.

A., having previously mortgaged property to B., entered into an agreement with his bankers for a second mortgage to secure an overdrawn balance. The original mortgage, after several transfers, became vested in C. C. transferred to D, who at the same time advanced a further sum. C.'s son acted as his solicitor in the transfer to C., and as the solicitor of C. and D. in the transfer to D. At the time of the transfer to C. notice was given to his son of the second mortgage:-Held, that, inasmuch as he did not acquire his knowledge while acting as D.'s solicitor, D. was not bound by notice, and was entitled to tack his further charge to his first mortgage. Bulpett v. Sturges, 22 L. T. 739; 18 W. R. 796.

When various transactions are wound up by an absolute conveyance of the property to which they relate, a subsequent mortgagee of the property is not fixed with constructive notice of transaction anterior to and ending with the sale, by the fact of his having employed a solicitor and proctor in those transactions. Edgecumbe v. Stringer, 1 Jur. 400.

The rule is, generally, that a client must be treated as having had notice of all the facts which in the same transaction have come to the knowledge of his solicitor, and that the burthen of proof lies on the client to show that there is a probability, amounting to a moral certainty, that the solicitor would not have communicated those facts to his client. Thompson v. Cartwright, 33 Beav. 178. Affirmed 2 De G. J. & S. | 10; 33 L. J., Ch. 234 ; 3 N. R. 144; 9 Jur. (N.S.) A person deposits a bill of exchange for 12,0007., 1215; 9 L. T. 431; 12 W. R. 116. payable to his order, and also a warrant of Notice to bind a purchaser must not of neces-attorney executed by the acceptor of the bill, sity be notice in the same transaction. Nixon v. Hamilton, 2 Dr. & Wal. 364 ; 1 Ir. Eq. R. 46. In considering the effect of notice to the solicitor, given in a previous transaction, the length and continuity of the employment of the solicitor in reference to the estate in question is a very material circumstance. Accordingly, where some years before the suit, pending the treaty for sale of an estate from A. to B., A. agreed to mortgage the estate as a security for money then lent, and notice of such agreement was given to B.'s solicitor, and the treaty, having

and expressed to be made to secure (among other things) the payment of the bill. The purpose of the deposit is, and is by the accompanying memorandum expressed to be, to secure the payment of another bill for 3,000l., accepted by the depositor. The deposited bill is not indorsed. On the bill for 5,000l. becoming due it is renewed, the deposited documents remaining in the possession of the holder of this bill, and a new memorandum of deposit being signed, which states the deposit to have been made on the day of the date of the new bill. This bill is renewed

in the same way, and the transaction is repeated on several successive occasions, each transaction taking place through the agency of a person who is the solicitor of the acceptor of the deposited bill for 12,000l., and who, as such solicitor, attested the execution of the warrant of attorney, but no further notice of any of the transactions is given :-Held, that the interposition of the solicitor of the party who executed the deposited warrant of attorney was not notice to that party, so as to take the security out of the reputed ownership of the depositor; that the circumstance of the warrant of attorney being expressed to be executed for the purpose of securing the payment of a sum primarily secured by a negotiable instrument. did not supersede the necessity of notice as to the warrant of attorney; and that the deposit of the bill of exchange, though not indorsed, was good without notice, and that the depositee was entitled to have it indorsed and to the common equitable mortgagee's order. Price, Ex parte, Gibbs, In re, 3 Mont. D. & D. 586; 13 L. J., Bk. 15.

No constructive notice from title-deeds, &c., laid before counsel or attorney, or anything that could not be supposed to make an impression on the memory. Ashley v. Baillie, 2 Ves. 370.

Negligence of Agent.]-In 1881 N. acted as solicitor in the formation of a limited company founded for the purpose of purchasing the business of H., the price to be payable in fully paid-up shares, and he prepared the memorandum and articles. The shares were allotted to H., but the contract for the sale of the business was not registered. Three months later, upon the marriage of Dr. and Mrs. F., H. deposited with N. and two other persons, the trustees of the marriage settlement, the certificates for fully paid-up shares (being shares received by H. for the sale of his business) to secure a debt due to Mrs. F. The certificates stated that the shares were fully paid up. In 1885 the shares were transferred into the names of the trustees. The trustees had no actual notice that the shares held by them were shares paid to H. in consideration of the sale of his business. Upon an application by the liquidator in the winding-up of the company to make the trustees liable for calls :-Held, that the onus of proving notice against the trustees was upon the liquidator; that N. had not been guilty of gross and culpable negligence in not ascertaining the truth of the representation contained in the certificates, and that the trustees were not liable. Hall & Co., In re, 57 L. J., Ch. 288; 37 Ch. D. 712 58 L. T. 156.

The omission to require strict legal evidence of title before advancing money, is not necessarily such negligence as would be attended with the same consequences as actual notice. Perry v. Hell, 2 De G. F. & J. 38.

(Lord) Estate, In re, Roper's claim, 50 L. J., Ch. 155; 43 L. T. 625; 29 W. R. 210.

A. deposited deeds with his confidential solicitor, with a memorandum of deposit by way of equitable mortgage to secure the repayment of 3,000l. The solicitor handed the deeds and memorandum to B. as security for 2.0007., together with a memorandum signed by himself that the 2,000l., part of the annexed 3,0007. security, then belonged to B., with interest at 5 per cent. The solicitor afterwards obtained a return of the deeds from B., upon an assurance that in lieu thereof others of equal value should be deposited. Other deeds were subsequently deposited, which proved to be worthless. The mortgage of 3,000l. was paid off by A.'s representatives, and the genuine deeds were given up to them by the solicitor without the memorandum of deposit. No notice of B.'s security had been given to A. B. then claimed payment of the 2,000l. against the estate of A., upon the ground of constructive notice to A. through his confidential solicitor :-Held, that B., by neglecting to give notice to A. of the transfer of the mortgage, and by giving up the documents originally deposited with him, had lost any right he might have had against A.'s estate. Southampton's (Lord) Estate, In ገፆ Banfather's claim, 50 L. J., Ch. 218; 16 Ch. D. 178; 43 L. T. 687; 29 W. R. 231.

Notice to an attorney or agent is not to be considered as implied or constructive notice merely, which is properly referable to something that a party or his agent ought, if reasonable diligence had been used on his behalf, to have acquired a knowledge of, but which possibly neither he nor his agent ever did know or acquire any knowledge of. Lenchan v. M'Cabe, 2 Ir. Eq. R. 342.

Notice to Clerk of Solicitor.]—Where a solicitor with the consent of his client puts his managing clerk to conduct the management of a matter which the solicitor was retained to conduct, notice to the clerk of an act of bankruptcy, acquired in the course of such business, is notice to the solicitor and so to the ultimate client. But where M. retained a solicitor to purchase for him the business of a debtor who had committed an act of bankruptcy, but against whom at the time no receiving order had been made:- Held, that even if the solicitor's managing clerk, who partially negotiated the purchase, had at the time notice of an act of bankruptcy, under the circumstances, it was not notice to the lay client, and the purchase was not, therefore, invalid.' McGowan, Ex parte, Ashton, In re, 64 L. T. 28; 39 W. R. 320; 8 Morrell, 72.

In 1829 A. was admitted to a copyhold, and, in 1832, he deposited the copy of his admission with B. as a security. In 1837 A.'s A borrowed 8,000l. on mortgage from his heir, after admission, attempted to sell the solicitor, B. Of this money, 8007. belonged to C., property without effect; C. acted therein as a client of B.'s, who had handed it to B. for in- his attorney, and D. as the clerk of C. On vestment. No notice was ever given to A., the 20th July, 1837, A.'s heir mortgaged the either by B. or by C., that the 8001. belonged to property to C. by deposit of his own admission. C. Afterwards A. paid off the 8,000l., and B. In this transaction D. acted as the agent and shortly after died insolvent. On a claim made clerk of C. and as the agent of the heir. It by C. for the 8007. against A. :-Held, that as appeared that in November 1835, D. had C., by his negligence in not giving notice of his notice of B.'s incumbrance, and that on the claim to A., had enabled A. to pay back the 19th July, 1837, D. knew that the produce of whole of the mortgage money to B., he had no the sale was to be applied in discharge of B.'s equity to compel A. to pay part of the money demand:-Held, that the knowledge which D. over again; and claim refused. Southampton's possessed in November 1835 could not be

imputed to C. in 1837; secondly, that D.'s know- | production of it:-Held, that the defendant was ledge in July, 1837, that the proceeds of the sale were to be applied in discharge of B.'s demand, did not clearly show that even he at that time recollected or knew that which he had known in November, 1835; and, thirdly, semble, that C., who knew that the party from whom he took it had been admitted only as heir, and that the ancestor had been admitted under copy of court roll dated in 1829, must be deemed to have known that the ancestor, having the copy of court roll, might have created an equitable mortgage by deposit, and consequently that C. ought to have required its production before he advanced his money. Tylee v. Webb, 6 Beav.

sum placed by his client in the hands of a solicitor for purposes of investment, are lent by him on the security of a mortgage in which he has affected to act as principal, the client is bound by notice of all the circumstances which come within his (the solicitor's) knowledge. Spaight v. Cowne, 1 Hem. & M. 359.

The circumstances of a mortgagor being a solicitor, and preparing the mortgage deed, and of the mortgagee employing no other solicitor, are not sufficient to constitute the former the solicitor of the latter, so as to affect him with notice of an incumbrance known to the solicitor. Expin v. Pemberton, 3 De G. & J. 547; 28 L. J., Ch. 311; 5 Jur. (N.S.) 157; 7 W. R. 221.

B. and C. drew two bills upon one another in order to make an advance of 400l. to D. It was agreed that mortgages should be prepared, and

Where in such a case the mortgage debt is afterwards settled upon trusts, which are substantially trusts for the benefit of the original mortgagee, the trustees have no higher rights than their cestui que trust had before the settle-that the advance was to be made in the propor ment. Ib.

A solicitor, one of three trustees, executed an assignment of leaseholds, forming part of the trust estate, to a purchaser for value. The solicitor, who had acted as such for all parties, had forged the necessary written consent of the cestui que trust to the sale, and the signatures of his two co-trustees to the assignment :-Held, that the genuine execution of the assignment by the solicitor passed the legal estate in one-third of the property, but that no beneficial interest passed to the purchaser on the ground of constructive notice; the circumstance of fraud on the part of the solicitor not affecting the general rule. Boursot v. Savage, 35 L. J., Ch. 627; L. R. 2 Eq. 134; 14 L. T. 299; 14 W. R. 565. Where A. and B., tenants in common in fee, borrowed money on the security of an equitable mortgage of their property, and B. afterwards, without the knowledge of A. executed a legal mortgage of his moiety, acting as the mortgagee's solicitor in the transaction, and subsequently the rights of the equitable mortgagee became vested in A.:-Held, that he was entitled to priority over the legal mortgagee. Turton v. Meacham, 19 L. T. 760; 17 W. R. 429. Under a marriage settlement containing the usual powers of sale and exchange, with power to the trustees (of whom one was a minor), with the consent in writing of the wife, to lend the whole or part of the proceeds to the husband on his bond, the trustees, in order to make the loan, inconsiderately sold the estate under the power to the family solicitor, who, as owner thereof, raised a sum of money by way of mortgage, of which part was paid to the husband. The solicitor afterwards resold the estate, no money being paid to the husband, who, for valuable consideration, mortgaged it to other persons, and soon after became insolvent. The solicitor having funds in his hands, the property of another client, applied them in discharging the prior mortgage for raising the money lent to the husband, and, as owner of the estate, executed a mortgage to his client for the amount advanced-Held, there being an infirmity in his own title, he could convey no valid equitable interest to his mortgagee. Robinson v. Briggs, 1 Sm. & G. 188; 1 W. R.

223.

Where a sale by a client to his solicitor is impeached, the onus lies upon the solicitor, and all persons claiming through him, to show that the sale was as advantageous to the client as if the solicitor had used his best endeavours to sell the property to a stranger. Spencer v. Topham, 2 Jur. (N.S.) 865.

Where a solicitor buys the property of his client, and upon the resale of it acts as the solicitor of the purchaser, the purchaser has notice of the defect, if any, to the title. Ib. S. P., Majoribanks v. Hovenden, Dru. 11; 6 Ir. Eq. R. 238.

tions following:-1007, by B. and 3007, by C. An agreement was accordingly prepared by E., the solicitor for all the parties, but it did not contain any limitation of liability by B. C. having failed. E. being a creditor, got both the bills indorsed to himself, and afterwards sued B. for the whole amount :-Held, that E. must be taken to have had notice of the agreement and of the amounts to be paid by B. and C., and that the securities were to be applicable to the payment of the two bills. Gemmill v. Macalister, 9 Jur. (N.S.) 285; 7 L. T. 841; 11 W. R. 486H. L.

Where the mortgagor is himself a solicitor and prepares the mortgage-deed, the mortgagee employing no other solicitor, the mortgagor must be considered to be the agent or solicitor of the mortgagee in the transaction, although the mortgagor acting as such solicitor is not paid by the mortgagee, for the nature of the transaction is, that all expenses are borne by the mortgagor. Hewitt v. Loosemore, 9 Hare, 449; 21 L. J., Ch. 69; 15 Jur. 1097.

It does not necessarily follow in such a case, because the mortgagor is the solicitor of the mortgagee, that therefore the mortgagee has constructive notice of facts connected with the title which are known to the mortgagor. Ib.

A solicitor drew up a memorandum of charge by A. in favour of the plaintiff. Afterwards the solicitor took a legal mortgage to himself from A. of the same property. The plaintiff brought an action claiming priority:-Held, that the solicitor had notice of the memorandum, which therefore had priority over the legal mortgage. Huggins v. Burchell, 60 L. T. 32.

A solicitor induced a client to advance money for A. on mortgage of lands in Middlesex, and soon afterwards induced a second client to advance money on mortgage of the same lands, without informing him of the existence of the first mortgage. The solicitor afterwards left the country, and the holder of the second mortgage registered it before the first mortgage was registered:-Held, that the holder of the second mortgage must be taken to have had, through the solicitor, notice of the first mortgage, and could not by the prior registration obtain priority. Rolland v. Hart, 40 L. J., Ch. 701 ; L. R. 6 Ch. 678; 25 L. T. 191; 19 W. R. 962.

W., the acting trustee of a marriage settlement, advanced 2,000l., part of the trust funds, upon mortgage of real estate, of which he took a conveyance to himself and his co-trustee, and obtained possession of the title deeds. C. the mortgagor, was a client of W., who was a solicitor. Afterwards W. fraudulently handed over all the deeds to C. C. suppressed the mortgage deeds, and deposited the rest, in March, 1865, with a bank to secure his current account. The manager of the bank requiring a certificate of title, C. referred him to W., who signed a certificate, in the manager's handwriting, at the foot of the memo