cent. The vendors will convey all such rights to the | Vacation intervening, and the absence of the plaintiff ditch on the south side as they possess, and it is be- and his solicitor from town, some unintentional delay lieved their title to it is good. The vendors will re- arose in the final settlement of the said contract, and quire to be satisfied that the land is not depreciated in the meanwhile, on the 21st September, 1864, before during the three years the money remains, and the the plaintiff or his solicitor had returned to town, Mr. buildings to be erected on it must not tend to lessen Marsh received from the defendants' solicitors the folthe value of the opposite property belonging to the lowing letter:vendors. The purchaser will have to bear a share of making up the road, a sewer in the Dartmouth-road, and, we believe, the owner of the cottages in the rear is ready to enter into an arrangement to permit access to the south side of the piece of land by means of the road in front of the cottages. There will be the usual clauses in a contract, and some limitations as to the length of the title to be shewn, and other minor details. Shall we send you draft contract?"

On the receipt of this letter, Mr. Marsh asked the solicitor for the vendors to send him the draft contract, which was accordingly sent, with a letter, on the 16th July, 1864, and contained several clauses, some of which are set out below:

"3. The abstract of title shall commence with a conveyance, dated the 7th January, 1843, to a Mr. Scott, from whom the vendors purchased the property; and the purchaser shall not be entitled to call for or investigate, or make any objection or requisition in respect of, the prior title, or to call for any evidence of the prior title, but shall be satisfied with a copy of the abstract in the possession of the vendors of such prior title; such copy to be furnished to, and at the expense of, the purchaser, if required.

4. No evidence shall be required of the identity of the premises described in the said deed of the 7th January, 1843, on which there is a plan, other than may be afforded by such purchase deed.

"70, Lincoln's-inn-fields, London, W. C., Sept. 21, 1864. "Dear Sir,-Hammersmith Land.-We wrote to you thereon on the 16th July, since which we have sider the matter as at an end, but to prevent mistakes, heard nothing on the subject. We presume you con we write to say that we shall treat it as entirely off. Please return our papers. "Yours, truly,

"WARRY, ROBINS, & BURGES.

"H. E. Marsh, Esq."

On the 26th September Mr. Marsh wrote to say, that as far as he knew the plaintiff had not the slightest idea of giving up the purchase. Some further communications passed between them, and on the 25th March, 1865, the plaintiff filed this bill, praying for specific performance of the contract for sale upon the terms contained in the letter of the 29th June. The defendants demurred, and the demurrer was overruled by Sir J. Stuart, V. C. The defendants then appealed.

Southgate and Bush, for the demurrer, contended that the contract was too vague to be executed, and that if there had been any proper contract, the defendants were entitled by the long delay to put an end to it. [They cited Wood v. Midgley (2 Sm. & G.121; 5 De G., Mac., & G. 41); Warner v. Willington (3 Drew. 523; 2 Jur., N. S., 433); Skelton v. Cole (1 De G. & J. 587); and Ridgway v. Wharton (6 H. L. C. 264).]

though a formal agreement has to be completed. (Fowle v. Freeman, 9 Ves. 351). Moreover, this ought not to be decided on demurrer.

5. "The expense of and attending the production and examination of any deeds, wills, or other documents not in the vendors' possession, for the purpose of veri- Bacon, Greene, and W. W. Mackeson, for the bill, fying the abstract, or otherwise, shall be borne by the contended that the contract remained open, and could purchaser, and official, attested, or other copies or ex-be accepted at any time. A contract may be binding, tract of deeds, registers, or other documents which may be required by the purchaser for the like purpose, or otherwise, shall be searched for, procured, or furnished at his expense by the vendors, who shall not be bound to produce or procure a covenant for the production, or to furnish an abstract or other evidence not in his possession, of the contents of such document (or to verify in evidence not in his possession such matters of fact), as may be respectively recited or notified in any abstracted documents dated twenty years ago or upwards.

"8. The vendors will enfranchise the said ground and other lands at their own expense. The purchaser shall not be entitled to call for the production of, or to investigate, or make any objection in respect of, the title of the lord, or require any evidence of his right or power to make such enfranchisement.

to

on

Sir J. L. KNIGHT BRUCE, L. J., said, that he doubted whether there was any performable contract at all. The draft contract sent was very special, and there were terms in it which must require to be accepted be fore they were binding. The conditions as to iden tity and as to evidence of title were most important. and so is the 9th condition as to making the sewer, which is left indefinite. [His Lordship then pro ceeded:] Now, as I have said, it was not clear that any accession could convert this document into a binding agreement, independent of any possible difficulty as to the Statute of Frauds. But it was requisite, as I have said, that the plaintiff's accession to these terms should be obtained; and until that accession should be obtained, this contract was a mere proposal of terms by the vendor. That was trans

9. The purchaser is, when called on, to pay a moiety of the expenses of making, completing, and keeping in repair, and constructing a sewer therein of that por-mitted on the 16th July, and the purchasers say, that tion of the Dartmouth-road, marked the said plan. "10. The purchaser is to make no requisition in respect of the title shewn to, or the possession of, the ditch on the south side of the said piece of ground.

some unintentional delay arose in consequence of the Long Vacation intervening, but nothing further was done until the letter of the 21st September was written. Without intimating any opinion whether this was harsh and sudden or not, it was what the writer "11. The vendors being the owners of other land of the letter had a right to do until the proposal was opposite to the said piece of ground, which land is accepted. Two months had passed without any acin no way to be depreciated by the buildings to be ceptance, and Warry, Robins, & Burges were in the erected on the said piece of ground, the purchaser clear exercise of their right at that distance of time in is to submit any plans and elevations for building on refusing to proceed, and it was in vain to contend, the said ground for the approval of the vendors' sur-that by the correspondence they elected to abide by veyor, and to obtain his approval of the same in the proposed contract, even supposing that the terms writing before commencing any buildings thereon." could be enforced. There has, therefore, in my judg The bill then stated, that in consequence of the Longment never been a contract; nothing which a court of

agreement, dated in February, 1864, made between the plaintiff of the one part, and the Mid Kent Railway Company of the other, it was agreed to refer the subject of the amount to be paid by the railway company for the land to an arbitrator. In May, 1864, the arbitrator made his award, fixing the price at 15001.; and in June following the plaintiff delivered he abstract to the solicitors of the railway company, out the company did not complete the purchase. In 864 an act of Parliament was passed, whereby the Indertaking, railway stations, works and conveniences, and and estates, property, effects, claims, and demands of the Mid Kent Railway Company were transferred o, and vested in, and amalgamated with, the Southastern Railway Company, and all the rights, powers, rivileges, and authorities of the Mid Kent Railway ompany, were declared thereby thenceforth to be xercised and enjoyed by the South-eastern Railway ompany, and the South-eastern Railway Company ere now in possession of the land. The bill prayed, at the Mid Kent and South-eastern Railway Comanies, or one of them, might be decreed specifically > perform the contract, and that they might be rdered to pay the costs of the suit. To this bill the outh-eastern Railway Company demurred for want f equity.

Malins, Q. C., and Phear, for the South-eastern Railay Company.-The company demurs, upon the ound, that the only party to the contract was the fid Kent Railway Company. The only question is, hether the act of Parliament, passed subsequently >the contract, compels the South-eastern Railway ompany to take the land, and there is nothing in the

ll to shew that the liabilities of the Mid Kent Comany have been transferred to the South-eastern Comany. A sub-purchaser ought not to have been made party to this suit. [They referred to the case of adrick v. Maden (9 Hare, 188).]

Craig, Q. C., and W. W. Cooper were for the bill, but were not called upon.

This was a motion by R. M. Martin, under the 35th section of the Companies Act, 1862, to rectify the register of members of the above-named company, by striking out his name as the alleged holder of the 200 shares attributed to him in the register, and therein alleged to be forfeited, and that the company might pay the costs of the motion.

The application was made under the following circumstances:-The Imperial Bank of China, India, and Japan had lately amalgamated with the Bank of Hindustan, China, and Japan, and several of the shareholders of the former company, amongst whom was Mr. Martin, repudiated this arrangement. In consequence, two of these shareholders had already successfully applied to have the register rectified, by striking out their names, and notice of the above motion, for the like purpose on the part of Mr. Martin, was served on the bank on the 3rd July, 1865. On the same day a meeting of the directors of the bank was held, and it was then unanimously resolved that the register should be amended, by striking out the name of Mr. Martin, which was accordingly done, and the solicitors of the bank wrote to his solicitors, that in order to avoid unnecessary expense, a circular would be sent to such of the shareholders of the late Imperial Bank of China, India, and Japan as were in the same position as Mr. Martin, informing them that their names had been struck off the register, in accordance with the former decisions. It was decided, however, on the part of Mr. Martin, to go on with this motion, on the ground that the Court alone could effectually remove his name from the list.

Rolt, Q. C., and J. Napier Higgins appeared in support of the motion.

Giffard, Q. C., and Eddis, for the bank.

Sir J. STUART, V. C.-The case of Chadwick v. Jaden has not the slightest application to this case. The case of Chadwick v. Maden was a peculiar one, in hich a principal and agent disputed as to their rective characters. This is a demurrer by the Southistern Railway Company to a bill filed against that ompany and the Mid Kent Railway Company for le specific performance of a contract made by the lid Kent Company; and it states, that by an act f Parliament, passed in 1864, all the land and proerty of the Mid Kent Company had been trans- Sir W. P. WOOD, V. C.-I confess I feel no reasonrred to the demurring parties, the South-eastern able doubt about this case. The company seem disailway Company; and upon this allegation it is per-posed to do what is right, and I am bound to protect etly plain, that if the South-eastern Railway Comany had not been brought before the Court, there would have been a defect for want of parties. It has een argued, that although there has been a transfer f the property of the Mid Kent Company, there has een no transfer of that company's liabilities; but it perfectly plain, that until the vendor of the land, he plaintiff, has been paid his money, he has a lien n the land; and as the South-eastern Railway Comany are now the purchasers of this land, and as the laintiff has a lien on it, they are liable for the payent of the money to the plaintiff, and are conseuently necessary parties to this suit. The demurrer ught not to have been put in, and it must be overuled, and with costs, and a month's time given to put

an answer.

them from all unnecessary and fruitless expense. But, on the other hand, if a person has been placed by their erroneous act in a position of peril, as being a member of the company, he is entitled to the most complete indemnity the Court can give him. The indemnity is simply under this 35th section, and the Court has no other mode of indemnifying him. It may be, that he will not be protected by any order against creditors; but there being an order made by the Court, on the application of a member, I cannot for a moment have it argued that the whole company is not bound. The Court would never hear any other member or shareholder of the company coming here with a separate case, and saying "Restore the shareholder's name." It would be one of the most disastrous doctrines I could hold, because then it would be impossible to have justice done without having every single shareholder before the Court. I have not the slightest doubt that when I make this order the whole of the shareholders are bound; and,

therefore, being bound, this member, as between himself and the other shareholders, is relieved from every possible consequence which might otherwise ensue.

On the other hand, it is not binding if the directors remove him; because a shareholder may then open every possible question which may be raised; and difficulties may occur as to what they should do in the proper performance of their duties. No doubt, they would keep a shareholder's list, and register every shareholder; and when an assignment is made, they would register it. But then they might make a mistake about that; and, therefore, this 35th section says that, even in the case of a mistake, every member, not otherwise precluded, is to have a right to move that anybody else may be put on, or struck out of, the list. The advantage of the member having an order of this Court to strike him off is, that it settles the matter once for all, and excludes every other member from raising the question.

As regards strangers, I do not think it is necessary to enter into that question now. It may be that they are not bound, but the object, or, at least, one object, is to have the whole matter concluded as between the member and the rest of the company.

I am not so much struck with the immense inconvenience and expense which has been urged before me. I do not think that I could give weight to that against a member who is improperly put upon the list. The act, as was pointed out, gives a remedy. The company themselves might move to strike out the names. They are sending circulars to every member who is in the same position, and they might say in that circular that they had made an error, and were going to apply to strike them all off. The Court would know how to deal with the costs of a person who would not listen to that. I think, therefore, I must grant this application, with costs. The order will be simply to order the name to be removed from the register, and to direct notice of that to be given to the registrar.

did unlawfully keep a place there, called the "circus,”
for public music and dancing, without a license.
On the hearing, the justices convicted the appellaut,
The information was laid under the 4th section of
the Cardiff Borough Act, 1862 (25 & 26 Vict. c. cxx
which is in terms similar to stat. 25 Geo. 3, c. 36, &
The information was supported by the following eri
dence:-

Richard Watkins.-I am the proprietor of a wooden
building in St. Mary-street, Cardiff, which is at presed
occupied by the defendant Guaglieni. He has com
pied it for four or five weeks; he pays me rent. H
occupied it last year two or three months, and th
year before for three or four months. He occupe
it for a circus, an equestrian entertainment, and
so each year.

Cross-examined.-I have been there many tim and what I saw there was an exhibition of equestria skill and gymnastics. I saw no dancing-never.

Richard Taylor.-I am Guaglieni's managing agung and have been so for two or three years. I take money at the entrance from the public. The billy duced is one issued for the defendant. It bears date the 14th November last. On that evening I took the money as usual.

Richard Lee.-I am in Guaglieni's service, as lev of the band, which consists of six instrumental per formers. They play upon brass instruments. T play composed music. On the 14th November I engaged in leading the band at the circus; was there from half-past seven until half-past ten. The hal played the usual circus music. We play waltos polkas, quadrilles, and galops. I cannot tell whe ther we played that sort of music on the 14th. I do not recollect whether the character of the muse was dance music. The circus is not, I suppose, and on any evening without some dance music. Sed the defendant's people play without any music; su as comic entries, clown's business, and tumbling. Ida not think there was a rehearsal on the 14th. Ther music at rehearsals for a fresh horse, or something t

Note for reference-Shelf. Joint-stock Companies Act, 1862, that kind.

p. 40.

HEPBURN v. LORDAN.-Aug. 7.

The indictment in this case, reported, ante, pp. 132, 254, came on for trial at the summer assizes at Croydon, when, by consent, the whole matter, including the Chancery proceedings, was referred to arbitration.

COURT OF QUEEN'S BENCH.
[Before COCKBURN, C. J., and SHEE, J.]
GUAGLIENI, App., MATTHEWs, Resp.-April 29.
Place of public entertainment License-25 Geo. 2, c. 36,

8. 2.

Cross-examined. The music is for feats of how manship. It is necessary to have music to aid horses in performances; without it they would perform so readily. On the 14th there was no ma except for horsemanship and gymnastics. Music such performances; I never saw a circus without In the intervals of the performances there is no mas The band ceases the moment the performances cese Re-examined.-I suppose music is essential to the performances.

Robert Hales.-I saw Guaglieni there; heard tell Lee to begin the music when the bell rung. band played while I was there. I heard music company the performance. I saw a lady perform horseback. She went round on horseback; a with her as countryman. They kept time to the mas A section of a local act, similar in its terms to sect. 2 of changed. I saw another lady in another act, dre with their feet. It was like dancing. The dress was the 25 Geo. 2, c. 36, enacts, that "no room or other place within the borough shall be kept or used for public are. She rode a horse, and jumped over some bann as ladies who undertake acts of horsemanship us dancing, music, or other public entertainment of the like She kept time with her feet to the music-danc kind, without a license first had and obtained from the I saw Herr Christoff on the tight-rope. He dan justices of the peace for the borough," &c.:-Held, that to the time of the music. There was a clown the it is not necessary to a conviction that the public should that night. He sang a song; no music with it; participate in the dancing; but that before convicting, veral parts of songs. He sang without music. the justices must be satisfied that the music or dancing song he accompanied himself on the banjo. The bus is not merely ancillary to the entertainment, but a sub-played a short time while the tight-rope was being p stantial part thereof.

Case stated by the justices of the borough of Cardiff, under the 20 & 21 Vict. c. 43.

The appellant appeared on an information, charging that he, on the 14th November, at the said borough,

up. I left when the performance was over. I he God save the Queen played while the people we going out. I recollect a performance in the car without horses or tight-rope-two gentlemen tum bling. There was a love affair between the people t