county of Durham.-Robert Lambton Surtees, esq. Commissions signed by the Lord Lieutenant of the to be Deputy Lieutenant; George Hudson, esq. M.P. to be ditto.

LEGAL INTELLIGENCE.

-

Mon

CHESTERFIELD COURT OF REQUESTS. day, Sept. 15, 1845.-(Before R. WILDMAN, J.)— Dodgson v. Toplis.-The defendant was summoned. under 8 & 9 Vict. c. 127. The judgment was originally obtained in this court, and the clerk of the court: having produced the book wherein it was entered,. shewing a balance of 41. 48. remaining due (part having been levied), the defendant, who was a sawyer, was examined by the plaintiff, when it appeared defendant and a lad were earning from 30s. to 36s. a submitting to the Court that he was entitled to an week, and the plaintiff having closed his case, and order for payment, the proceedings here assumed a character somewhat amusing, in consequence of

ment, coupled with his occupation, make him a not the instrument contains words of present CINQUE PORTS.-NEW MAGISTRATES.-The tenant upon the conditions specified, as the terms demise, and whether possession was actually given Lord Chancellor has added the names of Captains of the future lease (per Alderson, B. 12 M. & W. in at the time." After examining at consider-William Willmott Henderson and Andrew Atkins 479); the tenancy thus created being very diffe- able length the facts of the particular case, Vincent to the Commission of the Peace for the liberties of the Cinque ports. rent from that which would have existed if the and applying to them the tests above suggested as particular instrument had amounted to an ac- conclusive, the learned judge continues thus: "There tual lease. It is important, with reference to is yet a third and very a reasonable test, viz. that the class of cases under consideration, to make laid down in Morgan dem. Dowding v, Bissell, supra, one observation, viz. that where the contract where it is said that strong circumstances of inconbetween the parties really amounts to a lease, venience apparent on the instrument, if it should the mere fact that it contains a proviso or stipula be construed as a lease, indicate the intention of the tion for a future lease will not prevent it from parties that it should be an agreement only. Are operating as a present demise. "No doubt," ob- there not in this case strong circumstances of inserves Parke, B. in Chapman v. Sowner (6 M. & convenience if this instrument should be ruled by the W. 103), "if there are words of present demise-Court to amount to a present demise?" In this if the instrument shews it to be the intention of the case it must be observed, the instrument relied upon landlord that the premises shall be enjoyed by the as a lease was not under seal, and by it the tenants tenant immediately, or at a future specified day, were to have power to work the said minerals, and upon certain terms, a demise is thereby created; to deposit rubbish and make a wharf, as is usually and a stipulation that a lease shall be afterwards granted in leases of a similar nature." Now the prepared does not prevent its so operating. Here easement of depositing rubbish on the surface of there are words, which, in their ordinary sense, are the ground, and of making a wharf, being a thing those of agreement only, but may operate, unques- lying in grant, could not pass by an instrument not tionably, as words of present demise, and frequently under seal, and this circumstance was considered do so operate; but in this case the contract shews material as shewing that the parties must have conthat they are used as words of agreement only, for templated the execution of a formal lease under seal, the amount of rent, the periods of payment, and by which alone their declared intention could be other terms of holding, are not mentioned, except as effectuated. "I think," remarked Maule, J. " it they are to be contained in a lease which is to be is highly probable that none of the parties knew prepared. There is, therefore, no complete demise what does and what does not lie in grant. But I independently of that lease." To the same effect is think it is quite clear that they all knew that the the language of Wightman, J. in Jones v. Reynolds creation of the sort of interest they contemplated (1 Q. B. 517). "I agree," says that learned could only be effectuated by a regular lease, and judge, "that if an instrument be in other respects a therefore for all practical purposes they were as present demise, a stipulation in it for a future lease well informed upon the subject as the most skilful will not reduce it to a mere agreement. Stipulating conveyancer could be. Inasmuch, therefore, as the for a future lease in such a case is only providing obvious intention of the parties could not by posfor a formal assurance." sibility be accomplished by an instrument of this In Doe dem. Morgan v. Powell, which we have description, there can be no reason for construing selected on this occasion for the consideration of it to be a lease." The above case sufficiently our readers, the Court of Common Pleas had to de-establishes that the Court will give due weight to cide upon the meaning and signification of an in- the argument ab inconvenienti in ascertaining the strument, by which a party agreed for himself, his intention of the parties, and that they will construe executors and administrators, to let and grant a any instrument of demise with reference to the lease to certain persons, of the coal, &c. under apparent intention and to the nature and condicertain lands at certain specified royalties, tion of the subject-matter of the agreement.

for the term of seventy years from the date A note of Doe dem. Morgan v. Powell may be

Mr. Gillett (an attorney and publican!) addressing the Court, and proposing to adduce evidence to dispute the original debt, for which the judgment had been obtained.

fendant is here, and I am ready to answer any ques

Plaintiff.-I object to your interference. The de

tion he may properly put to me.

Boniface (to defendant).-Ask him (plaintiff) if he did not agree to do the business for 30s. [Defendant put the question accordingly.]

Plaintiff. I object to answer the question (appealing to the Court); the debt cannot now be disputed, or the judgment disturbed; but I will say I never made any such agreement.

Boniface (to defendant).-Cail your witness; is
Benoni appeared, and Benoni being sworn,]
Benoni Holmes here? [Defendant called Benoni.

Plaintiff (to the Court).-I object to his evidence being received.

Judge. Has he any evidence to give of this debt being paid, in whole or in part? [and it appearing Benoni had nothing to say on that subject] Then there must be an order for payment of 11. forthwith, and 17. per month until the judgment-debt is paid, and in

default of payment of any one instalment, a warrant

of imprisonment to issue.

of the agreement; the instrument contained like-made in Woodfall's L. & T. 4th ed. 116. wise provisos respecting the payment of a portion of the above-mentioned royalties, the power proposed to be given to the tenants of working PROMOTIONS, APPOINTMENTS, party should in all cases have costs, but which this

the coal-mines and making a wharf for shipping purposes, and the right likewise given of quitting and abandoning the premises on six months' notice under certain circumstances; and the instrument terminated thus:-" And the

ETC.

[Clerks of the Peace for Counties, Cities, and Boroughs, will
oblige by regularly forwarding the names and addresses of
all new Magistrates who may qualify.]

WHITEHALL, SEPT. 24.-The Queen has been
pleased to present the Rev. Abel John Ram, M.A.
to the vicarage of West Ham, in the county of Essex,
and diocese of London, the same being void by the
resignation of the Rev. Hugh Chambers Jones, M.A.
Archdeacon of Essex.

The Queen has also been pleased to present the
Rev. William Frederick Douglas, M.A. to the rectory
of Serangham, alias Scrayingham, in the county and
diocese of York, the same being void by the death of
the Rev. Stuart Corbett, D.D. the last incumbent.

The Queen has been pleased to appoint Henry
Home Drummond, esq. to be one of the Board of
Supervision for relief of the Poor in Scotland.

said M. T. D. (the owner of the land) engages to
sign a lease upon the said terms as soon as it can
be prepared.' On the part of the defendant it
was submitted at the trial, that the instrument in
question did not amount to a lease, but was a mere
agreement to execute a lease in futuro; whilst the
lessors of the plaintiff, on the other hand, insisted
that it amounted to an actual present demise, and
they put in evidence a letter from the said M. T. D.
in which he so treated it. The learned judge before
whom the cause was tried was of opinion that the
document was only an agreement for a future lease,
and accordingly directed a nonsuit, leave being re- WHITEHALL, SEPT. 16.-The Lord Chancellor
served to the lessors of the plaintiff to move to has appointed Cresswell Tayleur Pigot, of Market
enter a verdict for them, if the Court should be of Drayton, in the county of Salop, gent. to be a Master
a contrary opinion. This ruling was, however, sus- Extraordinary in the High Court of Chancery.
tained by the Court in banc, after hearing the ar- CROWN OFFICE, SEPT. 26.-Member returned to
guments of counsel, in which most of the important serve in this present Parliament.-County of Linlith-
authorities on the subject alluded to were cited and gow: William Baillie, esq. younger, of Polkemmet,
commented upon. The question in this case," in the room of the Hon. Charles Hope, who has ac-
said the Lord Chief Justice Tindal, " is, whether cepted the office of Governor of the Isle of Man.
the instrument produced in evidence on the part of C. Tindal, kut. has appointed William Thorne, of
WHITEHALL, AUG. 19.-The Right Hon. Sir N.
the lessors of the plaintiff operates as a lease for Wolverhampton, in the county of Stafford, gentle-
seventy years from the 2nd of February, 1838, or
merely as an agreement for a future lease. Upon
the best consideration I am able to bring to bear
upon this question, I think the latter is the proper
legal construction, and that which the parties them-
selves at the time intended. There are many cases
(Doe dem. Jackson v. Ashburner, 5 T. R. 163, is
one of the earliest) where it has been held that, in
construing an instrument of this description, regard
must be had to the intention of the parties; and for
this purpose the Court must look at the instrument
itself, and at the subject-matter to which it relates;
but further or wider than that I am not prepared
to say that they have any right to go. Now, in
order to ascertain what was the intention of the
parties, it is important to consider whether or

man, to be one of the Perpetual Commissioners for
taking the acknowledgments of deeds to be executed
by married women, under the Act passed for the
Abolition of Fines and Recoveries, in and for the
county of Stafford.

WHITEHALL, AUGUST 19.-The Right Hon. Sir
N. C. Tindal, knt. has appointed Henry Kent Norris,
of Devizes, in the county of Wilts, gent. to be one of
the Perpetual Commissioners for taking the acknow-
ledgments of deeds to be executed by married women,
in and for the county of Wilts.

Plaintiff.-And for the costs of this application? Judge.-I fear I have no power to give costs. I am sorry it is so, considering, as I do, that a successful Act does not empower me to give. It appears the only person empowered to give costs is a commissioner of bankrupts.

CHURCH BUILDING ACTS.-A question is likely to arise of some difficulty respecting the appointment of churchwardens under the Act of last session (8 & 9 Vict. c. 70), entitled "An Act for the further Amendment of the Church Building Acts." By the 7th section it is provided that two persons shall be annually appointed churchwardens for any new church (without a district) already built or hereafter to be built; the first appointment of such persons to take place within two calendar months after the passing of the Act (the 31st of July last), with respect to a church already built and consecrated, and within two months after the consecration of a church to be hereafter built. One of the churchwardens is to be appointed by the minister of the church, and the other by the renters of the pews therein, or by the majority at a meeting to be summoned. Where there are no rented pews, the minister is authorized to appoint both. The question is, whether the election is to be confined to renters of "whole pews," or whether those persons who only rent seats are to be included. There is, unfortunately, no interpretation clause in the Act.-Times.

CORRESPONDENCE.

PRACTICE AT PETTY SESSIONS.
TO THE EDITOR OF THE LAW TIMES.

SIR,-In your paper of the 27th of September, I see a communication respecting "Non-professional advocates (attending) at petty sessions," in which the practice is deservedly reprobated. A doubt, however, rests on my mind whether such objection extends to articled clerks. If so, I think it is not only unfair but injudicious; it is unfair, as they have already begun to taste the sweets of legal taxation

in the shape of 1201. stamp on their articles of clerkThe situation of Master in Equity in the Bombay ship, and they should therefore be allowed to make Supreme Court bad been conferred on Mr. W. Brooks, an attorney, who, though he has had considerable practice at home, had only been in India a few months, and was consequently supposed to know little of courts of law in the country.

use of all the chances which are thrown into their hands for instructing themselves in their profession. If it were not so, they would be shut out from acquiring that most useful of all knowledge-that gained by experience and practice; it is injudicious, inas

much as a young man's early acquaintance with the
practice of sessions, as an advocate, tends to give him
a proper degree of self-possession, and proves an in-
calculable advantage to the interests of his future
clients. If the objection is raised that other clerks
may follow the example, this may easily be remedied,
by making them produce their articles of clerkship to
the bench of magistrates, or a certificate from the
attorney to whom they are articled. In most countries
they have colleges for students in the law-we have
not this advantage; do not then let us lose any
chance we have of repairing this, but remember that
in forwarding our interests we are forwarding the in-
terests of the community at large. Should parties
still continue to attempt to inflict this injustice upon
us, I would press upon articled clerks generally the
necessity of drawing up and signing a petition to the
proper authorities on the subject. I trust, Sir, we
may succeed in enlisting your sympathies and pen
in our behalf.
I am, Sir, &c.
W. T.

Poole, 30th September, 1845.

AN ACT TO FACILITATE THE CONVEY.
ANCE OF REAL PROPERTY.

TO THE EDITOR OF THE LAW TIMES.

SIR, We have been in the habit of considering copyhold hereditaments as "real property," and should have expected an Act so headed would have extended to them, especially as the first section includes " any deed made according to the forms of the first schedule, or to any other deed which should be expressed to be made in pursuance of the Act, or referring thereto." But in the sixth section, the signification of the word "lands," employed in nearly all the short clauses given, is so limited as apparently altogether to exclude copyholds from the benefit of the Act. This section says, that "unless there shall be something in the subject or context repugnant to such construction, the word 'lands' shall extend to all freehold tenements and hereditaments, whether corporeal or incorporeal, and to such customary land as will pass by deed, or deed and admittance, and not by

surrender," &c.

(though not probably a numerous one) it will have an the mode of letting land, so as to induce tenants to
effect not contemplated by the framers.
take, and landlords to grant, leases, or in the general
Take for instance the following case:-A, being management of landed estates, or the vocation of the
seized in fee of an estate liable to dower, mortgages country solicitor will soon be annihilated; and also of
for a term, and afterwards marries, and dies, having, the absurd practice of the lessor's solicitor being al-
subsequently to his marriage, sold the estate to a lowed to prepare the lease. Why should not the les-
purchaser for a valuable consideration. Now, sup- see's solicitor share in this? A man who contracts
posing the case to be such as not to be affected by to take a farm or land for fourteen or twenty-one
the Dower Act of the last reign, the widow would be years is, pro tanto, a purchaser of it. But I think the
entitled to dower of the reversion, but of nothing main bar to the last branch of our business is, the re-
more, and therefore, should the purchaser choose to tention of that most unjust and ill-judged measure, the
redeem the mortgage, he would, under the existing Stamp Act (55 Geo. 3, c. 184); and here I would
state of things, take an assignment of the term to a particularly adduce the lease for a year stamp ! It
trustee, which would effectually indemnify him against would be easy to find a source of revenue to make up
all claim of the widow. But supposing him not to for a reduction or re-arrangement of those duties.
redeem such mortgage till after the 1st of January Another cause of loss of business is the vast staff of
next, the term will, upon payment of the mortgage- land-surveyors, land-valuers, and agents that the
money, ipso facto, and without any assignment, fall present railway system has called out, who have and
into the reversion, and consequently let in the dower will still further encroach on the solicitor's agency
of the widow, and that in respect not merely of the business; and I cannot see that the Local Courts,
surplus rents and profits, after deducting interest and that so much extolled system of bringing justice
on the mortgage-money paid off, but of the gross to every man's door, have much benefited the country.
value of the estate.
I am sure they have induced a great deal of reckless,
and false, and unnecessary swearing. They do not
retain that sort of prestige or terror which our chief
courts do.

But to make the matter more apparent, let us have recourse to figures, and suppose the estate in question to be of the yearly value of 1201. and in mortgage for 2,000l. at 5 per cent. interest. The owner will consequently be in receipt of 201. per annum, after payment of interest. The mortgagee calls in his money, and threatens a foreclosure; to prevent this, he pays off the mortgage debt, the term instantly ceases, the reversion is accelerated, and he is obliged to pay 401. per annum to the widow, thus reducing his own share of the rents to 80l., though he has just paid a sum equal to 1007. per annum. Surely this cannot be reconciled with the principles of equity and justice.

"A. B." thus severely comments on a query contained in a former paper :

I consider the country solicitor has a right to demand some revision of the certificate-duty, &c. or that engineers, land-surveyors, and land-valuers, and all that class, should contribute by taking out also an annual certificate.

"F." submits the following questions to our experienced readers :—

Will you permit me to inquire through the pages of the LAW TIMES, as to the usual practice of the Profession in the delivery of papers to a client on the settlement of a suit, or purchase, or on the appointment of a new solicitor? Some solicitors with whom My attention has just been directed to the letter of I have conversed on the subject state, that, for their 20th, under the head "Professional Improprieties;" counsel, drafts, abstracts, &c.; while others, though "A SOLICITOR," inserted in your journal of the own indemnity, they invariably retain all opinions of the writer of which, after alluding to the fact that he acknowledging that their practice is similar, say that a had twice been prevented acting for his own clients in client is entitled to the delivery of all documents for bour who prepared the wills having in each case Taking the latter opinion to be correct, perhaps some obtained from his client an expression of desire that of your numerous readers will have the goodness to he should be employed, concludes with asking whe-point out in what manner their recovery can be ther such a course comes within the pale of profes- enforced. sional propriety.

Our bishop's copyholds in this neighbourhood are surrendered into the hands of the lord, to the use executorships, by reason of the professional neigh. which he has paid, the original drafts included. of the surrenderee, according to the custom of the court; trustees of the legal estate for the purchaser being generally introduced, because our copyholds were not held to be directly devisable until the last Wills Act; and the defeazance declares for whom

such trustees stand in trust.

the

Now we have been in the habit for the last few duct as your correspondent alludes to is most unSurely it must be beyond question that such conyears, where the purchase was small, and the trus-justifiable in every sense of the word, and such as no tees respectable, and such as the purchaser approved, honourable practitioner would for a moment think of of passing the equitable interest raised by the defeaz-resorting to; for the reputation of a professional man ance from one party to another, by a deed of declara- ought to depend on the honesty with which he serves tion of trust and covenant to surrender, without pass- his client's welfare; and no such honesty can exist ing a surrender; thus leaving the trustees, who cove- where self-interest is made the chief matter of connant that they have not incumbered, unchanged until there is a necessity. This plan has been adopted to save sideration. expense of surrendering, which, on the sale of a small fore his client a paper to sign, by which he, the client, Suppose the case of a professional man putting be. building-site, amounts to half the purchase-money, or pledges himself to the continued employment of his more. But in the cases in which this method is adopted, legal adviser through evil and good report. Surely it is most desirable, and often difficult, to keep the folios such an application would at once excite suspicion within one or even two skins; and I therefore turned and meet with an indignant refusal. Yet the cases to the late Act, in the expectation, from its title, put by your correspondent are of a worse description, that it would "facilitate the conveyance," by allow-because the application is made to assume the motive ing the use of the short covenants when pressed for of interest in the estate of the client, and, acting on room, and I was much disappointed to find the limi- the impression thus falsely raised, the client innotation or exception I have noticed in the 6th section. cently binds his executors by a sort of pledge, with How or why introduced into an Act of this general which he would not for a moment have thought of title, is scarcely to be supposed, unless by the super- fettering himself. intendence of some interested party tenderly alive to the interests of stewards, who was not quite bold enough directly to limit the Act to freeholds and leaseholds. The effect, however, will be, not to prevent passing the equitable interest as heretofore, but only to prevent our doing so any more shortly.

But perhaps you, or some of your correspondents, will enter upon the discussion of how far this tenderness has effected its object; and I propose the following questions ::

First. Whether, by introducing into the "context" of the deed I have alluded to, a declaration that the word "lands" shall extend to the parcels thereby covenanted to be surrendered, that word may not be extended to the equitable interest passing by such deed? Or, indeed, whether, without such declarawould not raise the repugnance? tion, the "subject," viz. the parcels themselves,

Second. Whether the two covenants "Free from incumbrances" (No. 4), and for the production of deeds (No. 6), which do not contain the word "lands," can be used in the said assurance, as the latter might often be useful?

I am, Sir, yours, &c.

J. C. DAVIDSON.

Stockton, Oct. 1, 1845. SELECTIONS FROM CORRESPONDENCE. "L. W. L." (Cheltenham) thus comments on one of the real property statutes of last session :

In looking through the Act of last session for rendering the assignment of satisfied terms unnecessary, has struck me that in a certain class of cases

one of a most responsible kind, and that their respon-
Remembering, too, that the position of executors is
sibility is in no wise lessened by acceding to requests
that may be made of them to consult with any other
than their own professional man, I cannot help feeling
look upon the solicitor who so penned his own re-
that were I an executor so circumstanced, I should
commendation as having thereby deprived himself in
my mind of the character I might previously have
entertained of him, and therefore as not being the
the unenviable duties of an executorship.
man whom I would select to carry me safely through

nion, that such conduct as your correspondent alludes
I repeat, therefore, my previously expressed opi-
to is unjustifiable in every sense of the word; and,
with regard to the question in a professional sense, I
cannot myself perceive the difference between a soli-

direct canvass to another man's client. The motive
citor's so penning such a request and his making a
in either case is alike dishonourable, and the perpe-
trators of such unprofessional acts ought to be pub-
licly exposed.

"A COUNTRY SOLICITOR" approves a suggestion
contained in our last as to AGRICULTURAL LEASES.
I highly approve of and concur in the suggestions
of your contributor R. G. W. on this subject, and
hope he will, without delay, follow up the remarks he
has made; but, to enable him to trace out the cause
of the serious diminution of the country solicitor's
business, he must go further into the subject. There
requires some thorough change or reform either in

To Readers and Correspondents.

VIRTUTIS. The publication of the Indexes compels the postponement of his letter for a few weeks.

J.

B. (Bloomsbury-square).- We should be glad to complete a subject in one number, but it would be impracticable to exclude all other information. Variety is of the essence of a periodical.

A SUBSCRIBER (Manchester).-We shall be obliged by in. formation in what the Index is defective, and how it may be improved. The Index to Cases contains the name of every case, that to the subjects of cases a reference to every case in which any point was decided. The General Index refers to every other distinct division and article. What addition or alteration would our correspondent sug. gest? We shall be glad to adopt any practicable improve.

ment.

were settled.

H.'s letter is forwarded to the counsel by whom the forms
A. B.-Stephens's Blackstone, without doubt.

A LAW STUDENT.-The omission has been purely acci

dental, nor did we notice it until our attention was directed to it by our correspondent. We are sure the copy was sent to the printers. It is not intended to discontinue information so useful.

A. S. (Durham).-We are equally at a loss to discover the

foundation of the paragraph; it was, we presume, cut A SUBSCRIBER.-The prices of Stocks are taken from the by the Sub-Editor from one of the daily papers. Times. It is considered the best authority; but the fact is, none is strictly correct, for all narrate the transactions of their contributors only.

NOTICE TO SUBSCRIBERS.
The Volumes of the LAW TIMES, handsomely and
uniformly bound, at 5s. 6d. each, if forwarded
to the Office; with the Solicitor's name and
abode lettered on the cover, 18. extra.

An Alphabetical Index to the Cases in the current
Volume of the LAW TIMES always lies at the
Office for the purpose of reference.

TO SUBSCRIBERS.

It is proposed to publish an annual Index Legum, statutes of the past year, under the title of the YEAR consisting of a digest of all the reported cases and Book, to be bound with the volumes of the LAW TIMES, or separately, at option. It will be comprised in about six or seven numbers, at 1s. each, stamped, for transmission by post. It will not be commenced unless 1,000 subscribers order it. Persons desirous of having it are therefore requested to transmit their names as soon as possible.

SCALE OF CHARGES FOR ADVERTISEMENTS.

Under 50 Words.....

provisions, with the notes, forms a treatise of
itself.

Having projected a company, the solicitor

with an order upon the Agent in Town, or a Post-office should be extremely cautious not "to make

For every additional Ten Words. 0 06
Advertisements from the Country should be accompanied
order (payable at 180 Strand) for the amount.
N. B. For Scale for Estate Advertisements, see JOURNAL
OF PROPERTY.

NOTICE.

The Subscriptions for the current half-year are now due, and Subscribers intending to avail themselves of the advantages of pre-payment are requested to forward their subscriptions in the course of the next week.

THE LAW TIMES.

SATURDAY, OCTOBER 4, 1845.

TO THE READERS OF THE LAW
TIMES.

public, whether by way of prospectus, hand-bill,
or advertisement, any intention or proposal to
form any company for any purpose within the
meaning of the Act," until the said company
be provisionally registered. No penalty is
expressly imposed by this section, but the
next (the 5th) inflicts a penalty of 201. for de-
laying for one month to register the particulars
required in the former section. It is presumed,
however, that this refers to the particulars re-
quired to be registered after the first provi-
sional registration, and not to the provisional
registration itself. But this is of little practi-
cal importance, for a subsequent section (the
24th) inflicts a penalty of 251. for advertising
"the existence or proposed formation of the
company," previous to registration, and which
may be sued for by any person, by action of
debt.

We come now to the duties and liabilities of shareholders after provisional, but previous to complete, registration.

In framing the prospectus, some attention It is the custom with journals at the com-will be necessary to the amount of deposit to mencement of a new volume to address their be required. The 23rd section of the Act perold friends, and those who take that opportu- mits the company provisionally registered to nity of subscribing for the first time, with allot shares and receive deposits, but limits the thanks for the past and promises for the deposit to ten shillings for every 100l. on the future. Five times before have we performed amount of the shares, except in the case of this pleasant duty. At the beginning of this, companies whose works cannot be carried into our sixth volume, we may venture to point to execution without the authority of Parliament, that which has been done, as the best assurance and they are empowered, in addition to the of what it is purposed to do. Each one of 10s. per cent. to take such further deposit as those five completed volumes will, we believe, may be required by the Standing Orders of be found to exhibit many and great improve- Parliament,-such orders requiring 10 per cent. ments upon its predecessor. Enlarged ex- for railway, and 5 per cent. for other, comperience, and the increased means consequent panies. upon the liberal support with which the LAW TIMES is honoured by the Profession, have been applied without stint to the perfecting of every department, until little remains to be promised beyond a continuance of the same lavish expenditure of toil and money to the production of the same results. There is one topic, however, upon which we may be excused for dwelling with special satisfaction. It was at this period of last year that the intention office, it shall not be lawful for such person to was announced to make trial of an experiment, dispose by sale or mortgage of such share, or the practicability of which, as it had never of any interest therein, and that every contract before been attempted, was then problematical. for or sale or disposal of such share or interest Arrangements were concluded for procuring a shall be void; and that every person entering verbatim report of all the written judgments in into such contract shall forfeit a sum not exthe Common Law Courts, by means of short-ceeding 107." hand writers, thus securing the preservation of Upon this section there has been much dismany valuable judgments, to be obtained nowhere beside, and presenting all to the reader some months before they could appear in the regular reports of the several courts. The experiment has proceeded now for one whole year, and has proved entirely successful. With only six exceptions, and those the result of an We propose to return to this topic, and conaccident, every such judgment, from the com- sider what are the liabilities incurred by a permencement of Michaelmas Term last, is pre-son applying for shares in the form usually reserved in the columns of the LAW TIMES.

From time to time many minor improvements suggested by kind readers have been introduced, and hints for such will always be received with attention and gratitude.

JOINT STOCK COMPANIES. AT this time, when most of our readers are engaged either in the construction of jointstock companies, or in connection with them as shareholders, a few hints as to the present state of the law relating to such enterprises may not be useless.

No joint-stock company (except banking companies, schools, and scientific and literary institutions,

and also friendly societies, loan societies, and benefit building societies, respectively, duly certified and enrolled under the statutes in force respecting such societies, other than such friendly societies as grant assurances on lives to the extent upon one life, or for any one person, to an amount exceeding 2001. and partnerships) can, after the 1st November, 1844, be also, except mining partnerships and Irish anonymous established in any part of the United Kingdom except Scotland, or established in Scotland and having a place of business in any other part of the United Kingdom, for any commercial purposes, or for any purpose of profit, or for the purposes of assurance or insurance, until, before proceeding to make public any intention to form the same, various returns, furnishing inter alia the particulars of the name and purpose of the company, and of the names of its promoters, have been made to an office which is to be provided for the registration of joint-stock companies.

Upon the registration of these particulars, such company is to have a certificate of provisional registration, which will enable its promoters to assume the name of the company, but coupled with the words "registered provisionally," to allot shares, and receive deposits to a limited extent, and perform such other acts only as are necessary for constituting the or Act of Parliament, but not to make calls nor to company, or for obtaining letters patent, or a charter make purchases or contracts, except such contracts as are necessarily required for the establishment of the company.

On production to the registrar of joint-stock companies of a deed of settlement of such company, concertain other provisions required to be made by it for taining a covenant for the payment of shares, and the regulation of the company, signed by one-fourth in number and value of the subscribers, and certified by two of its directors, a certificate of complete registration is to be granted; but no such certificate is to except to companies for executing any bridge, road, be granted unless such deed has been so produced, or other works mentioned in the Act, which cannot be carried into execution without the authority of Parliament, who are to be entitled to such certificate of complete registration, on return to the registry-office with the standing orders of the two Houses of Parof copies of the documents deposited in compliance liament, instead of such deed of settlement.

The 26th section of the Act alone refers to this, and it provides, that "until such jointstock company shall have obtained a certifiOn the complete registration of any company being cate of complete registration, and until any so certified, such company and its shareholders besubscriber shall have been duly regis- come incorporated, as from the date of such certifitered as a shareholder in the said registry-cate, by the name of the company, as set forth in the deed of settlement, but so as not in anywise to repayment of money under any judgment obtained strict the liability of any of its shareholders for the against such company, or any of its members, in any action against such company; but in respect of such moneys, every such shareholder (except in companies incorporated by Act of Parliament or charter, or companies in which the liability of the members is restricted by letters patent) is to be liable, as he would have been if the company had not been incorcussion and difference. To us it seems per-porated; though not until due diligence shall have fectly clear, that, until complete registration, been used to obtain satisfaction of such judgment by scrip cannot be legally sold or transferred, and, execution against the property of such company. But therefore, that it is the duty of the directors to if such diligence has been used, then, and until such satisfaction shall be obtained, the person and property make such complete registration at the earliest of any shareholder for the time being, or any former possible moment. shareholder, is to be individually liable; provided that in the case of execution against any former shareholder, he was a shareholder at the time when the contract was entered into, or became such during the time the contract was unsatisfied, or at the time of the judgment being obtained, and that such execution be issued within three years of his having ceased to be a shareholder of such company. Any shareholder against whom execution may have so isloss he may thereby sustain; and that failing, may sued is entitled to recover against the company the afterwards have contribution from the other shareholders, to be recovered in like manner as in ordinary cases of partnership.

quired by the advertisements of the companies.
To these remarks we append a few passages
from the Introduction to Mr. PATERSON'S
Joint Stock Companies Acts, as presenting a
succinct and useful summary of the various
provisions of the statute, and which the reader
engaged in such companies would do well to
commit to memory.

The general effect of the recent Acts is thus
stated:-
:-

The general effect of these statutes will be to con-
vert the companies to which they relate, more than
heretofore, into the character of corporations, to give
them a common seal, and to enable them to be parties

to actions without the intervention of a public officer;

Besides being so incorporated, various powers are given to such companies on obtaining the certificate of complete registration, particularly as to the using the registered name of the company, adding thereto "registered;" the having a common seal inscribed by their registered name against or by any person, with the company's name; the suing and being sued

Let us first warn those who are getting up but still so to restrict their corporate character as to whether a member of the company or not; the entercompanies of the risks they incur if they do render members, to a certain extent, individually ing into contracts, purchasing lands, receiving instalnot strictly observe the provisions of the liable for the debts of the concern; also, to give ments on shares not paid up, and performing all wholesome statute of last year. greater protection than heretofore to creditors, and other acts necessary for carrying into effect the purIn this article we take as our text Mr. PA- to prevent the getting up of fraudulent and bubble poses of such company; except that companies for TERSON'S excellent edition of the Joint Stock campanies, as well as to subject all banking and executing the works before alluded to, which cannot trading companies, whether incorporated or not, to be carried into execution without obtaining the auCompanies Act, (a) in which the analysis of the the laws of bankruptcy, and to provide for the wind-thority of Parliament, are restricted from exercising some of these powers, but are enabled to do all that (a) The Joint Stock Companies Acts, with introduction, ing-up of their affairs when unable to meet their pecu- is necessary for obtaining their Act; upon obtaining notes, and copious index. By WILLIAM PATERSON, Esq., niary engagements. which, the provisions and regulations, before applying of Gray's Inn, Barrister-at-Law. Second Edition, containMr. PATERSON then proceeds to analyse the to such last-mentioned companies, are to cease unless ing the orders, regulations, and forms of the Board of Trade. London, Crockford; price 5s. provisions of these Acts. otherwise provided by the Act incorporating them.

The remainder of Mr. PATERSON's timely comments we must reserve for next week, the index and advertisements restricting our present space.

A COURSE OF LECTURES
ON THE LAW OF CONTRACTS,
BY PROFESSOR CAREY.
Delivered at the University College.
LECTURE VI.

In all such cases the question is, when it comes to be tried, to whom was the credit originally given ? If it was given to A, the person who gets the goods, the promise of B must be in writing; if the credit was originally given to B, he is liable without any writing.

contract, or sale, which would be valid in law, unless a consideration appeared for it. Now, at common law, a promise to pay the debt of another, if made simply and without a good consideration for it, would be void. So also a promise by an executor to answer damages out of his own estate would be void, if made without a consideration. It is im- Another case, bearing some resemblance to a possible to suppose that the Statute of Frauds, guarantee, is, where one person makes a representawhich was intended to correct the common law, tion as to the responsibility and character of ancan apply to cases in which, at common law, when other person. The celebrated case of Pasley v. the promise was not in writing, there was previously Freeman (3 T. R. 53) is the first action maintained AT the end of the last lecture we considered the no remedy. Now, at common law no action would of this kind; in which Pasley said that one Chrisrelation of principle and sureties. There is another lie unless there was some specialty or peculiarity in topher was a person safely to be trusted and given kind of contract which approaches to the nature of the promise. It is impossible to conceive how there credit to. That was false; damage was occasioned a guarantee. Where one person undertakes to be can be such a specialty, unless the consideration for by the falsehood, and damages were recovered. If answerable for a debt or liability of another, this the promise be stated; for it is the consideration A and B go to a shop together, and A wishes to undertaking is called a guarantee. A guarantee is which makes it a special promise. Bayley, J. purchase, and B says A is a person whom you may a collateral engagement for another person, who is said, "Now, at common law, in order to make a safely trust, and the shopkeeper trusts him accordoriginally and directly liable. It is a promise to person chargeable in such cases there must be a ingly; supposing this representation is false, and A pay a debt or discharge a liability of another, pro- special consideration for the promise, either moving is a person not to be trusted, but is insolvent, and vided the other fails to do it himself. If you to the party promising, or from the party in whose B is ignorant of this circumstance, and made the will supply A B with goods to the amount of favour the promise is made. Then the statute pro- representation believing it to be true, he is not 1001. I will be responsible for the payment: that is, vides that a party shall not maintain an action in such liable for the consequences; but if he knew that you must look to A B in the first instance; if he cases unless the agreement upon which such action A was insolvent, and wilfully misrepresented the fails to pay it, then you may come upon me.' Or, shall be brought, or some memorandum or note state of his affairs, he is liable to the shopkeeper to "A B owes you 1001.: if you consent not to take thereof, shall be in writing; and I think, therefore, make good the damage occasioned by his repreproceedings against him for six months, I will be that that memorandum must include a statement of sentation, and makes himself liable for the price of responsible for the payment." I give you these the consideration for such agreement." Holroyd, the goods. These representations were not ininstances to show that a guarantee may be given J. says, "Without a consideration there can cluded within the Statute of Frauds. If a man guaeither before or after the original debt. But there be no ground of action."-" To the amount ranteed the debt of another, that guarantee was remust be a new consideration, and in all cases the of 1007. consider me as security on A B's ac- quired to be in writing; if he made a representaguarantee must be in writing. By the Statute of count. This guarantee has been held insuf- tion as to the ability of another, that is, as to his Frauds, no action shall be brought whereby to ficient, as the agreement discloses no conside- ability to pay, the effect, as far as his own charge the defendant on any supposed promise to ration. But you will recollect that the conside- liability was concerned, was pretty nearly the answer for the debt, default, or miscarriage of ration is not simply an advantage to the per- same; but it was not required to be in writing another person, unless an agreement, or some me- son who thereupon incurs the liability, but that it was not within the words of the statute. morandum or note thereof, shall be in writing, and any inconvenience agreed to be suffered by another By Lord Tenterden's Act, any such representation signed by the party to be charged therewith, or person, any risk run, or any benefit offered by him or assurance as to the character, conduct, credit, some other person by his authority. The whole to a third person, is in point of law a sufficient con- ability, trade, or dealing of any person, must be in agreement must be set out in writing or memo- sideration. Any thing that one person can under-writing, and signed by the party charged therewith. randum-not merely the undertaking of him who take to do or suffer, whether for the benefit of the Another case of considerable importance that has gives the guarantee, but likewise the consideration person who makes the promise, or the benefit or been decided upon this point, is that of Lyde v. for which it is given. loss of any other person, is legally a consideration Barnard (1 M. & W. 101). There a person wanted for the promise; and this consideration may be to raise money; the intended borrower applied to either expressly stated or implied by necessary in-trustees to inquire into the state of the property, ference. It is so laid down in Raikes v. Todd and he was told there were such and such incum(8 A. & E. 846); and in Stadt v. Lill (9 East, brances, and these were all. In fect, there was 348). "I guarantee the payment for any goods which another mortgage to the extent of 80,000l., which J. J. delivers to J. N." This agreement was held the trustee knew of, though he said there was none. to disclose a consideration. The guarantee here Upon the representation thus made, a part of the wis the ground on which J. J. acted in supplying money was advanced, and damage occasioned in the goods, and the supplying the goods was consequence of this breach of representation. The the consideration of the guarantee. The sup- question was, was it within Lord Tenterden's Act? plying the goods was a benefit to J. N. the It was argued that it was, because it related to the person who received them, and this was a suf- credit and ability of a person. The question asked ficient consideration for the undertaking. If I was not, is the person likely to be able to pay? but enter into any security to a shopkeeper to trust it was a question simply and definitely as to the any particular person, and on the faith of that state of the party, and therefore was within the security he does trust him, this is a valid contract, words of the Act. The Court was divided in opinion if it is in writing-there is a good consideration. in that case, and granted a new trial to have Whenever the thing to be done is future and pro- the case tried over again, so that the question was spective, then the consideration will very easily be left open. A very similar question arose in Swanv. inferred, almost naturally. "If you deliver, to- Phillips (8 A. & E. 457), and there the doubt morrow, goods to J. M., I will see you paid," appears to be solved, that such a representation is, clearly contains no consideration. You have within the statute, required to be in writing. A delivered goods to J. M. therefore I will see you man's credit and ability to pay depends on the paid," is no consideration, because the promise or circumstances of his property, and if a falsehood is guarantee was no inducement to the supplying the stated respecting the circumstances, it is, inferengoods. tially at least, a statement as to credit and ability.

A guarantee, like other contracts, is not valid, unless there is a consideration for the promise; and as the agreement is required to be in writing, the consideration must appear; and if there is not a consideration apparent on the face of the writing, the guarantee is invalid. Wain v. Warlters (5 East, 10), is probably the latest case; "Messrs. Wain & Co., I will engage to pay you, by half-past four this day, 567. and expences, on bill, that amount on Hall." It was objected on the part of the defendant, that though the promise, which is to pay the debt of another, was in writing, yet that it did not express the consideration of the promise. "I promise to pay the bill on which another person is liable," is the plain English of it. Lord Ellenborough notices the definition of the word agreement :-" The clause in question, in the Statute of Frauds, has the word agreement (unless the agreement upon which the action is brought, or some memorandum or note thereof, shall be in writing,' &c.); and the question is, whether that word is to be understood in the loose, incorrect sense in which it may sometimes be used as synonymous to promise or undertaking, or in its more proper and correct sense, as signifying a mutual contract, a consideration between two or more parties. The latter appears to me to be the legal construction of the There are two cases to be distinguished from word, to which we are bound to give its proper effect." guarantees. If A and B go into a shop together, The agreement is that which is to shew what each and A buys goods, and B undertakes to pay for party is to do, and this is required to be in writing. them if A does not, this is a guarantee; and in Then there is the subsequent case of Saunders v. order to be effectual, it must be made according to Wakefield (4 B. & Ald. 595). Those are the two the rules necessary to the validity of the guarantee. cases that are most frequently quoted. There had A, who has the goods, is the original debtor, and been some little doubt about the case of Wain v. B's is a collateral engagement. A incurs the debt, Warlters, but that is entirely settled by the case of B makes only a promise collateral to the debt. Saunders v. Wakefield. In this last case, "I But if A and B go into a shop, and if B purchases agree," says Abbott, C. J. "that the word agree- goods for the use of A, B would be primarily liable. ment in the latter part of the 4th section of the Whether the vendor knew they were for A is Statute of Frauds is to be construed to be a word immaterial; he might know it, but he treats the of reference, and that it refers to words contained buyer as the debtor, as the person liable. (Birkmyr in the former part of the section." Now, in the v. Darnell, Salk. 27, and a note to 1 Wms. Saunformer part of the section we find the words special ders, 211.) And the question frequently arises, in promise, agreement, contract or sale. I read, a case that ordinarily occurs, where A is unknown therefore, the latter part of the clause as if all those to the tradesman, and B is the person to whom the precedent words were incorporated in it, together tradesman is ready to give credit. If B goes to a with the word agreement; and then it would stand tradesman, and says, supply goods to A, the tradesthus-"unless the agreement, special promise, con- man gives no credit to A, he is not the original debtor. tract or sale, upon which such action shall be B is not then a security for the debt of another; brought, or some inemorandum or note thereof, shall he incurs the debt as his own, for which he only be in writing, and signed," &c. It is then to be is answerable. This not being a collateral engageconsidered, with reference to the common law, whe-ment, and not coming within the statute of frauds, ther there can be an agreement, special promise, as an agreement is valid without being in writing.

An engagement created by a contract may be either absolute or conditional. "I send you a sum of money, to be repaid when a certain ship arrives in port,' Here, the arrival of the vessel is the condition on which my right to recover depends. Until the vessel arrives, I have no claim; if the vessel never does arrive, my claim never arises; as soon as the vessel arrives, I have the same claim as if the promise had been originally to pay without any such condition. That which was conditional has become absolute. Bottomry bonds are of that kind. A bottomry bond is an instrument whereby the vessel itself is pledged for the repayment of money borrowed. That is a bond upon the vessel itself: supposing the vessel to be lost, the money is not payable; it has never become due. That is the language adopted, and therefore it does not come within the usury laws. In this case, the condition is precedent to the right of action; the right of action is not created till the condition happens. "I hire you as my servant for twelve months," is also a conditional contract. “I hire you as my servant for twelve months, the contract to cease if within a year I leave my present house and remove to another." Here the contract commences at once, and would expire by the happening of the