promise]-B. Company agreed to transfer their business to P. Company. One of the terms of such agreement (which was sanctioned by the Court under the winding-up of B. Company) was that the holders of shares in B. Company should receive an equal number of shares in P. Company. A circular letter was sent by P. Company to the shareholders in B. Company, referring to these terms, and requesting the B. shareholders to fill in a form of application for the shares to which they were entitled under the arrangement. A., a holder of fifty shares in B. Company, filled in and returned this form, applying for fifty shares in P. Company. The directors of P. Company by resolution allotted to him that number of shares. Before receiving notice of allotment, A. wrote to withdraw his application. After considerable delay the solicitor of P. Company, to whom the question of A.'s withdrawal had been referred by the directors, wrote to A., stating (erroneously as now appeared) that by a resolution of the board the allotment of shares to him had been cancelled. The company had no share register, but A.'s name was entered in their allotment book for fifty shares, though no particular shares were appropriated to him:-Held, that as soon as A.'s application had been accepted by the company, there was a binding contract between them without any notice of allotment being given to A.; that even if the resolution cancelling the allotment had been passed the directors had no power under a general authority to compromise proceedings, &c., contained in the articles of association, to sanction A.'s withdrawal; and that as between A. and the company the entry in the allotment book was sufficient. In re The United Ports Company; Adams' case, 270 COMPANY (continued)-construction of works: interest of money expended during construction chargeable to capital and not to income]—A waterworks' company constructed their works themselves in preference to entrusting them to a contractor in the ordinary manner. In the course of construction they expended large sums, which they were compelled to raise by borrowing, or by the issue of preference shares, which respectively bore interest or dividends from the time of issuing them, while the works upon which the money was expended being yet incomplete, were unproductive. The preference shareholders had an option of converting their shares into ordinary shares during a period which would not expire until after the completion of the works. If the works had been executed by a contractor in the usual manner, he would have been paid by stated sums at deferred periods, and the interest on the moneys advanced by him during the progress of the works would in effect have been paid out of capital:-Held, that the interest or dividends accruing due in respect of the money borrowed or raised by preference shares, and expended during the progress of the works, ought, as between the ordinary and the preference shareholders, to be charged to capital, and not to income. Bardwell v. The Proprietors of the Sheffield Waterworks, 700 insurance society: liability limited by contract: claims of policy holders]—Wherever under a policy of assurance there is a contract that the assured are to look to the assets and property of the company only, each shareholder is (except as to the expenses of a winding up) liable only to the extent of the amount unpaid upon his shares. Lethbridge v. Adams; Er parte Liquidator of International Life Assurance Society, 710 security for bills under discount: noncompliance with formalities: non-registration under Companies Act, 1862: right to retain surplus mortgage moneys]-The articles of association of an Assurance Company provided that all securities made on behalf of the company should be sealed with the company's seal, signed by two of the directors and countersigned by the secretary, and when so sealed, signed, and countersigned, should be valid and enforceable against the company. The company requiring accommodation from their bankers, the directors passed a resolution, that certain title deeds should be deposited with the bankers as collateral security for bills under discount, and the deeds were deposited accordingly. The bankers then discounted bills directly for the company, and also bills for third persons on which the company were liable, and the company being afterwards wound up, the bankers sold the property comprised in the title deeds for a sum greater than would cover the amount due on the bills directly discounted, but less than their general debt :- Held, first, that the deposit was only intended as a security for bills discounted directly for the company. Secondly, that the bankers not being officers of the company had not imposed upon them the duty of seeing that the formalities required by the articles of association were complied with; and that the equitable mortgage by deposit was valid, although these formalities were not complied with, and although it was not registered under section 43 of the Companies Act, 1862. Thirdly, that by analogy to Hazelfoot's case (41 Law J. Rep. (N.S.) Chane. 286), the bankers had, as mortgagees, a right to retain as against the liquidators of the company the balance which would remain in their hands after paying the amount due on the bills directly discounted for the company, in satisfaction of their general debt. In re The General Provident Assurance Company; ex parte The National Bank, 823 Appointment of special examiner. See Prac tice-Re Contract Corporation. Powers of borrowing; and breach of trust by directors. See Benefit Building Society. See Contract. Corporation. Contributory. Injunction. Railway Company. Winding up. CONTRACT-builder and architect: rectification: negligence: extra work: arbitration: undisclosed agreement]-A builder made a tender undertaking to sign a contract to execute for a certain sum certain works described in some rough sketches and verbal explanations of an architect. The architect subsequently sent by special messenger to the builder a contract to perform for the sum named the works delineated and described in certain plans and specifications thereto annexed. These differed materially from the works described in the rough sketches and verbal explanations on which the builder had made his tender. The builder, however, signed the contract without any examination, and completed the works according to the plans annexed to it. He then filed a bill claiming to have an account taken of the works executed by him on the basis on which he had made his tender:-Held, that as the mistake under which he signed the contract was due to his own negligence, and he had not taken proceedings for rectifying the contract as soon as he discovered it, he was not entitled to any relief in this respect. Kimberley v. Dick, 38 A building contract contained the usual clause, appointing the architect arbitrator in respect of extra works; the architect had guaranteed to his employer that the total cost should not exceed a certain sum, but that fact had not been disclosed to the builder at the time he signed the contact:-Held, that the guarantie was a material fact tending to influence the architect's decision, and as it was not disclosed to the builder, he was not bound by the submission to the architect's arbitration, and the Court would perform the part of arbitrator in the matter. Ibid. acceptance of offer by letter: variation of terms: contributory: delegation of power by directors]-Where an offer is made by letter sent through the post, and is accepted by letter, also sent through the post, the contract is made at the moment that the letter of acceptance is put into the post. In re Imperial Land Company of Marseilles-Harris's case, 621 A letter allotting shares stated that the allotment money must be paid on the 21st of March, and punctual payment was requisite, and that the bankers were instructed not to receive payment after that day without interest at 10 per cent.: -Held, that this addition relative to interest was not an introduction of a new term. Ibid. The provisions of articles of association under which directors were at liberty to delegate their authority to a committee considered. Ibid. by letter. See Specific Performance. -effect of repudiation of, on insufficient grounds, sufficient grounds existing. See Contributory. Novation. See Company. Ratification. See Injunction-Cornwall v. Hawkins. Repudiation. See Infant. And see Stock Exchange. CONTRIBUTORY-B. list: misrepresentation: cancellation of shares by repudiation of contract]— The repudiation of a contract upon insufficient grounds will be good, if at the time there existed sufficient grounds of which the party repudiating was not aware. Re The London and Mediterranean Bank (limited); Wright's Case, 1 Upon the faith of a false representation in the prospectus of a joint-stock company, W. applied for shares and obtained an allotment, paying a deposit. The committee of the Stock Exchange having refused an application by the directors for a settling day, W., who had at that time no knowledge of the misrepresentation in the prospectus, wrote to the secretary demanding his money back, and subsequently, resolutions having been passed at a general meeting giving to the allottees the option of having their allotments cancelled and the money returned without interest, W. availed himself of that option, returned the share certificates, and received back his money, and the register of shareholders was altered by setting opposite to the shares entered in his name the words, "Money returned and allotment cancelled." The company was afterwards wound up, and the A. list of contributories having become exhausted, W.'s name was placed on the B. list of contributories as a past-member of the company; but upon appeal,-Held, reversing the decision of WICKENS, V.C., that the shares had been repudiated and the allotment cancelled, ab initio, and that the repudiation by W. of the shares was not the less effectual, because he was not aware at the time, of the misrepresentation in the prospectus, which alone entitled him to repudiate them. Ibid. class B.: past members]-A past member of a company, limited by shares under the Companies Act, 1862, 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) to contribute, together with other past members, to the assets of the company to the full amount of the debts which were due at the date of the transfer, and which were still unpaid at the date of the winding up; but from that amount must be deducted the dividends already received in respect thereof from the present members. In re The Oriental Commercial Bank (Limited); Morris's Case, 11 Each past shareholder is liable to contribute to such unpaid debts, to the extent of the amount unpaid on the shares by his transferee, pari passu, with all the other past shareholders who are liable for the same debts, and cannot require that the past members who transferred their shares after his transfer was registered should be exhausted before any call is made on him. Ibid. · past members: costs]-Past members were settled on the list of contributories, and a call made on them, partly to pay the costs of winding up; the past members subsequently satisfied the debts in respect of which they were liable-Held, that the past members were liable to pay the costs of settling them on the list, but nothing further. In re Greening and Company; Ex parte Marsh, 111 COMPANY (continued)—examination of to impeach composition deed: jurisdiction]—A contributory, on being examined under section 115 of the Companies Act, 1862, objected to answer some questions aimed at impeaching a composition deed executed by him, on the ground that the Court of Bankruptcy was the proper forum in which proceedings of that nature should be taken:Held, that he must answer the questions, one of the objects of section 115 being to enable a liquidator to ascertain whether he ought or ought not to take proceedings elsewhere. Re The London Gas Meter Co.; ex parte Webber, 145 offer to take shares: revocation of offer: contract]-A company being in course of formation, T., in March, 1866, sent a written application for shares, giving an imperfect address. Shares were allotted to him, and notice of the allotment posted on the 16th of March to the address given on his application. This should have reached him on the 17th, but owing to this address being imperfect, it did not reach him at all. Another letter was posted on the 20th, which reached him on the 21st. On the 20th he posted a letter to revoke his application for shares-Held, that as the notice of the 16th would have reached him but for his giving a wrong address, its being posted must be taken as good notice to him, and that his revocation was too late. Re The Imperial Land Company of Marseilles, Townsend's case, 198 Held, also, that when a person has applied for shares, and they have been allotted to him, and notice of the allotment has been posted to and received by the allottee, the date at which the contract to take the shares is completed is the time of the posting the notice; and that if the allottee sets up a revocation, he must prove that the letter of revocation was posted before the notice of allotment. Ibid. director's qualification: shareholder]—A person who accepts the office of director of a public company and acts in that capacity, will be held to have contracted to take the minimum number of shares which constitute a director's qualification. In re The Great Oceanic Telegraph Company (Limited), Harward's Case, 283 The name of H. was advertised as a director of a public company, he attended a meeting of directors at which a committee was appointed, who subsequently allotted to him fifty shares, being the number required by the articles of association as a director's qualification, and he signed a cheque as a director; but he never otherwise acted as a director and never applied for shares or received notice of the allotment to him-Held, that H. must be considered as having applied for and contracted to take the number of shares constituting a director's qualification, and that consequently he was a shareholder, and must be placed upon the list of contributories in respect of fifty shares. Ibid. affidavit of documents by official liquidator] -Where an official liquidator sought to place a person on the list of contributories as a past member, upon the application of the latter that the official liquidator should make the usual affidavit as to documents,-Held (on appeal-see page 21), that the proper affidavit to be made was an affidavit of documents relating to the particular shares as to which it was sought to make the alleged contributory liable. In re The Contract Corporation (Limited): Goock's Case, 338 powers of directors: release of contract to take shares]-By the 48th clause of articles of association, general powers of management were given to the directors, including power to "alter, rescind, or abandon contracts," and generally to act as they thought fit for the benefit of the company. By another clause it was declared that the company might, "with the sanction of a special resolution previously given in general meeting," decrease its capital by purchasing its own shares, or cancelling unincreased shares, or postpone the issue of shares. T., the secretary of the company, agreed to take up 1,000 shares, "for the purpose of providing money for the working of the concern," 100 shares to be taken up per month. When he had taken up 850 shares, the directors without the sanction of a general meeting agreed, in consideration of his immediately resigning the secretaryship, to release him from his obligation to take the remaining 150 shares: -Held, that they had power to do so, and that T.'s name must not be on the list of contributories in respect of the 150 shares. Re The Nantios Consols Mining Company — Thomas's case, 365 Companies Act, 1862: witness]-The motherin-law of a contributory was ordered to be summoned, under this Act, to give evidence with respect to her son-in-law.-Swan's Case followed. Re The Bank of Hindustan, China and Japan; Fricker's Case, 278 witness: bank: past customer]-A banker with whom a contributory has formerly kept an account may be summoned under s. 115 of the Companies Act, 1862, and compelled to produce his books relating to the contributory's account, and to give all information in his power touching his affairs. Re The Contract Corporation; Forbes's case, 467 witness: debtor: costs]- Any person indebted to a contributory in a company may be summoned under s. 115 of the Companies Act, 1862, and compelled to produce his books relating to his dealings with the contributory, and give information respecting the means of the contributory. Re The Land Credit Company of Ireland; Trower and Lawson's case, 468 -gift of shares: misdescription of transferee] -The holder of shares in a banking company, not fully paid up, made a transfer of them (by way of absolute gift according to the evidence of himself and the transferee) to his son-in-law, a journeyman butcher. The transfer was prepared by a stockbroker in the ordinary way, the transferee was described as a gentleman, and the consideration stated to be 5s. At the date of the transfer the shares were saleable in the market at a substantial price. The company had by its articles the power of declining to register transfers. The transfer was registered. Twelve days later the company stopped payment. Five years afterwards the official liquidator sought to place the transferor on the list of contributories, upon the grounds, first, that the transfer was not a bona fide out-and-out transfer, and, secondly, that the misdescription of the transferee rendered it invalid:-Held, reversing the decision of one of the ViceChancellors, that the transfer must be held valid. In re The European Bank; Masters' case, 501 transfer of shares: error as to the distinguishing numbers]-A transfer of shares when the transferor has shares of the same number as or a greater number than those expressed to be transferred, is not necessarily void because in the transfer the distinguishing numbers do not correspond with those of any of the transferor's shares. International Contract Company; Ind's case, 564 I. agreed to accept as trustee fifty shares, to be transferred by K. A transfer in blank was executed, which was afterwards filled up with numbers not corresponding to any of K.'s shares. K. had, however, fifty shares whose numbers differed only as to one digit from those described in the transfer. The transfer was with I.'s consent registered before the mistake was discovered. Upon the company being subsequently ordered to be wound up, -Held, that I. was properly placed on the list of contributories for fifty shares. Ibid. married woman: application for shares made in ignorance: evidence under Companies Act, 1862]-A person who applies for shares in a fictitious name or in the name of a person incapable of contracting is liable to be himself placed on the list of contributories in respect of the shares so applied for. Re Hercules Insurance Company, limited; Pugh's case and Sharman's case, 580 S., with the concurrence of an agent of the company, induced his married daughter to sign NEW SERIES, 41.-INDEX, Chanc. an application for shares, she being in ignorance of the nature of the document she signed. S. paid the deposit on the shares, and received a dividend upon them. Both the married daughter and her husband were in total ignorance that any shares were standing in her name:-Held, that the name of S. must be placed on the list of contributories in respect of the shares. Ibid. Evidence taken under the Companies Act, 1862, s. 115, may be used on the hearing of a summons against the person giving the evidence. Ibid. allottee of "fully paid up shares payment for "in cash"]-An allottee of "fully paid up shares" will now be a contributory in respect of them unless he discharges himself from his liability by complying with the provisions of the Companies Act, 1867, s. 25. In re The Metropolitan Public Carriage and Repository Company (lim.)-Cleland's case, 652 agreement to take shares: registration]—D., for good consideration, entered into an arrangement with a company, part of which was that he and his partner should take 250 shares. He applied for fifty shares, and paid the deposit thereon. No allotment of shares in the company was ever made, and his name was never entered upon any register of members. The company afterwards being wound up,-Held, that D. was rightly placed upon the list of contributories. In re The Valparaiso Waterworks Company— Davies' case, 659 up. See Company. Contract. Infant. Winding CONVERSION-power of sale exercised: trust for re-investment]-When land is subject to a power of sale, and the power is exercised, it is converted into personalty from the time of the sale, unless the proceeds are re-invested in land, or are stamped with a trust for re-investment in land. Atwell v. Atwell, 23 A trust to re-invest the proceeds in land, or government or real securities, with a direction superadded that these when purchased shall be and enure, and be made liable to the same uses, trusts, estates, limitations and provisoes, as the land originally settled, does not amount to a trust for re-investment in land, at least when the limitations of the land originally settled are applicable to personalty as well as realty. Ibid. contract to buy land by intestate: rescission of contract: heir: administrator]—A. contracted to purchase real estate, subject to a condition that if he made any requisition which the vendor was unable or unwilling to comply with, the vendor should be at liberty to rescind the contract. He made several requisitions and died intestate without completing the contract, and after his death the vendor rescinded it on B account of his alleged inability to comply with one of the requisitions, which if not complied with might have given the purchaser a right to compensation, but would not have entitled him to annul the contract :-Held, that the heir-atlaw of the purchaser was entitled to have the amount of the purchase money paid to him out of the intestate's personal estate. Hudson v. Cooke, 306 See Alien. COPYRIGHT injunction: advertisement: catalogue] -C. published a book, which he registered at Stationers' Hall, entitled "The Illustrated Furnishing Guide," containing illustrations of articles of furniture made by him, with estimates and remarks on furnishing. W. shortly afterwards published a similar book entitled "F. W. & Co.'s Illustrated Furnishing Guide," in which many of the drawings of furniture had been copied direct from those in C.'s book, and certain portions of the letterpress of C.'s book were reproduced verbatim :-Held, on suit by C. to restrain the publication of W.'s book, that the plaintiff was entitled to an injunction as to the pirated letterpress, but not as regarded the illustrations, as they were but illustrated advertisements of articles sold by W., which he had a perfect right to sell, and there could be no copyright in an advertisement. Cobbett v. Woodward, 656 CORPORATION. See Company. COSTS-defendant's costs of motion for receiver]-A motion for a receiver made by plaintiff in a partnership suit was ordered to stand over till the hearing of the cause, and no order was made as to the costs of the motion. Afterwards the common order was made for dismissing the bill for want of prosecution :-Held, that defendant's costs of the motion must be allowed him as costs in the cause. Corcoran v. Witt, 67 information and bill: proceedings before attorney general-A decree in a suit and information directed plaintiff's costs thereof to be paid by defendants:-Held, that plaintiff's costs of obtaining the Attorney General's fiat before filing the information, and in respect of proceedings entitled in the suit, which had been taken before the Attorney General, with reference to the withdrawal of his fiat pending an appeal, were costs in the cause, payable by defendants. Attorney General v. Corporation of Halifax, 100 of mortgagee: priorities: foreclosure suit: decree for sale]-Mortgagees in possession filed a bill for foreclosure. The bill was amended, and sale made with consent of the defendants, the owners of the equity of redemption:Held, that the plaintiffs were entitled to be paid their costs before any costs were allowed the defendants. Cook v. Hart, 143 of next-of-kin unsuccessfully opposing charitable bequest. See Mortmain. And see Stop Order. See Interest. Winding up. Marriage Act. Security for Costs. Stop Order. Taxation of Costs. COVENANT to settle after acquired property: vested reversionary interest: words of futurity: "shall become entitled"]-A covenant, by hus band and wife, to settle property to which the wife or the husband in her right "shall become entitled" during the coverture, held to include property vested in reversion before the coverture, and falling into possession during the coverture, but not to include property to which they are entitled only in reversion during the coverture, and which falls into possession after the coverture. Re Clinton's Trusts; Ex parte Hollway; Ex parte Weare, 191 by Infant. See Injunction. Railway Company. COUNTY COURT— equitable jurisdiction: estate worth more than 5001.]-A plaint was instituted in the County Court for the administration of the estate of a testator, alleging (as plaintiffs then believed to be the fact) that the estate was worth less than 5001. Previous to the hearing, notice was given by defendant to plaintiffs that the estate was worth more than 500l., and at the hearing this was proved to be the case. The Judge made an order transferring the suit to the Court of Chancery:-Held, that he was right in so doing. Birks v. Silverwood, 638 CUSTOM-Common rights within a forest: multifariousness: unity of title, but different defences: representative suits: conflicting rights: misjoinder of plaintiffs: want of parties: demurrer]-A custom for all the owners and occupiers of lands within a forest comprehending numerous manors to have rights of common over all the waste lands within the forest is not bad in point of law, and such a right may be established against all the lords of manors within the forest who dispute it by one single suit; for if the plaintiff claim one and the same right under one and the same title against them all, the bill is not rendered multifarious by the fact that they may raise different defences. The Commissioners of the Sewers of the City of London v. Glasse-Epping Forest Case, 409 When a bill is filed on behalf of all the owners and occupiers of land within a district, except the defendants thereto, praying for the abatement of certain enclosures within the district, the owners and occupiers of the enclosures ought to be made defendants since their interests conflict with those of the plaintiff. If |