the fishery, and for liberty to trade in un- But, "though last not least in their estiwrought iron with the subjects of Spain. mation,"-7th. The shareholders of the The original object in establishing such South Sea Company, who, instead of recompany was to enable the Government to ceiving from the Chancellor of the Exchecarry out certain financial operations, and quer their stock at par, have left it in the to raise money at a lower rate of interest Bank at 2 or 3 per cent., must be paid than it otherwise could have done; and in something in the shape of a decent dividend, consideration of the assistance rendered to or why should they lock up their South Sea the Government in this respect by the per- Stock, or why in the other company should sons forming themselves into the South Sea they advance their hard cash for such a Company, they obtained very extensive pri- sorry return? What, we may ask, will be vileges, amounting to a monopoly of the the price of the shares on the Stock Extrade and fisheries in the South Sea. The change of such a speculation! privileges so acquired were not effectually The origin of the project seems traceable or properly carried out by the company, to the fact, that the profitable and easy and resulted only in disappointment and duty of a South Sea director was about to the ruin of many persons who had pur- cease by the payment of the debt due from chased shares upon the faith of the under- the Government to the company, and it taking. occurred to the active minds of a few of the Is it not monstrous that large joint-stock directors (who appear to have influenced the companies should enter into competition in others) to continue the "occupation" that regard to the execution of private and family would otherwise be " gone," by attaching trusts, with the relatives and friends and to the tail of a South Sea Fishery Company professional advisers of the persons to whom the duty of fishing for suits in Chancery,the trust property belongs, and obtain a per centage from the widow and orphan, measured, not according to the justice and necessities of the case, but with a view to the declaration of a satisfactory dividend! How men of common sense and respectability can be induced to take shares in such a company, can be paralleled only by the South Sea Bubble itself. What can the shareholder expect to receive for his capital? 1st. There is to be a guarantee fund in the Bank, paying only 2 or 3 per cent. 2nd. The expenses of the establishment must be paid, secretary or official manager, clerks, and servants, rent, taxes, &c. 3rd. The directors must be paid. It is not a charitable institution. The directors are strangers to their cestui que trusts. A guinea or two must be paid for the attendance of each member of the Board. 4th. Of course the solicitor must attend and receive his fee, and be paid all his costs. 5th. The standing counsel must be paid. It will not do to run risks. The company must be made secure by the best advice. 6th. There will be no small expense incurred in obtaining the Act, and after it has been obtained, in advertising the great blessing conferred on the community by the inauguration of this executor and trustee, wholesale and retail, cheap and expeditious, joint-stock company. Not unlike would this be to those who, under the pretence of political advantages, extract "a penny from the poor man and a halfpenny from the starving man." giving their learned counsel and solicitors the benefit of the contest, and in many cases leaving (it might be hoped) in the hands of the directors the funds in dispute. Nor is it marvellous that such a scheme should be contemplated. The Court of Chancery, as the most efficient trustee of disputed funds, has already accumulated nearly four millions of unclaimed stock or cash, and the South Sea Fishery Company might also expect in due time to catch no small amount in their net. Lords Truro, St. Leonards, and Cranworth, however, have put a stop to these accumulations in future. The South Sea Company is too late in the field. The surplus interest is more than sufficient for the new Courts ; but the ingenious South Sea chairman is out in his reckoning with regard to the South Sea fishery in Chancery Lane. The day is gone by. We hold that where private trustees are unable satisfactorily to execute gratuitously (as they in general generously do) the duties confided to them, the Court of Chancery, with its greatly improved machinery of action, its summary course of proceeding, and its vastly diminished expense, is and will be the best trustee that the Legislature can provide. It is urged, that a company exclusively engaged in trust transactions would acquire great facility in the despatch of business, and could manage it at less expense than individual trustees. We doubt this allegation; if there be an extensive business, there must be a large staff to trans act it. But we question the extent of the cannot, in common justice, deny the same business : we believe it will be small in powers to other Societies,-as, for instance, comparison with the cumbrous machinery to all the Law Life and Fire Insurance to execute it. an other public companies. What will be the result? We venture to say, that though the South Sea Company and the Trustees and Executors' Society may conduct the affairs entrusted to them with integrity and economy, such projects will multiply, and the occasional instances of breach of trust will multiply with them. Let no such schemes be trusted. We venture to say, on the part of the members of the larger branch of the Profession (but in this matter the conveyancing barristers are equally interested), that they are induced to oppose the principle, as well as the details of this measure, not on grounds affecting their own personal interests, but because the measure can do no good, and very probably will do harm to the parties really interested in the property held in trust. We are not, however, inclined to shrink from the consideration of the general interests of the Profession, because it may be supposed that they conflict with the interests of the public. In the from receiving remuneration for the perform1. The general rule of equity prevents trustees present instance we are persuaded that both ance of their duties, unless specially provided interests are identical. And when we are by the deed of trust, and if it be deemed considering the motives which may influ- safe or expedient to abrogate this rule, the ence either the supporters or the opposers alteration should be effected as part of a of the measure, we venture to say that self-general public measure, applicable to all interest is palpably more at work in behalf persons, and after full and mature delibeof, than in objection to, the Bill. In support of joint-stock trusts, we place foremost the standing counsel and solicitors for the company. They are to grasp to themselves the fees, emoluments, and advantages, now more or less dispersed amongst their brethren generally. They will not only secure the direct profits of the legal business arising out of the trust deeds and wills brought into the net of the company, but their barristers and solicitors will be equally placed conveniently in juxtaposition with the parties beneficially interested in the trust funds and property, and they will be enabled to enter into an unfair competition with their brethren in the several branches of the Profession to which they belong. At this time, above all others, when changes are taking place which affect the Profession to an extent never before witnessed, we cannot but express our regret and surprise that solicitors of so much respectability as are the solicitors of the South Sea Company and of the Trustees and Executors' Society, should be engaged in schemes, at best doubtful and speculative, and which, if such projects prosper, cannot but largely interfere with the welfare of the Profession; for if the companies we refer to should succeed in obtaining Acts to in corporate their members, it is clear beyond all doubt that every Session of Parliament will have to pass similar Bills in favour of other companies. The Legislature, if it should unwisely sanction these two projects, The following are some of the objections, in addition to those we have urged, which appear to us to be well deserving of consideration : ration, and not by creating an exception for the exclusive benefit of a joint-stock company. If joint-stock companies for the administration of trusts should be deemed beneficial to the public, the plan should be carried into effect by a public Act, of which due notice should be given to enable the public to express their opinion upon the propriety of such a measure; and not by a private Act, the provisions of which are not published with the Parliamentary Papers. 2. Trusts are, in the majority of cases, carried into effect by the trustees personally, and without expense, or with the assistance of their solicitors, acting in cases of difficulty under the advice of counsel. The difculties arising in the administration of trusts will not be diminished by substituting a company or corporation for individual trustees. Trustees are almost invariably selected in consequence of their connexion with cestui que trusts, and their knowledge of the circumstances and condition of the trust property, and are therefore enabled to perform their duties without any formal investigation of facts and circumstances absolutely necessary to enable strangers to carry trusts into effect. 3. In cases where the duties of trustees bethe trustees personally, the Court of Chancery, come difficult or impossible to be performed by as the tribunal especially established for the administration of trusts, and having full cognisance of the principles which regulate trustees in their duties, is the proper tribunal in which such administration should be conducted. The recent Acts of Parliament relating to trusts and the powers vested in the Court of Chancery for appointing new trustees, and administering trusts in a summary and expeditious manner under the supervision of the Equity Judges at Chambers, afford sufficient protec-increasing the expenses of the management of tion, security, and convenience to the suitors, trust funds committed to their care; whilst, and therefore the powers and authorities pro- on the other hand, their duty to the cestui que posed to be given to the South Sea Joint- trusts will be as much as possible to limit the Stock Company and the Executors' Society expenses of management of the trust funds. are unnecessary, either with a view to the interests of cestui que trusts or for the public advantage. The gentlemen representing the Executors and Trustees' Society are very sensitive regarding the description of their project as a trading speculation. A Peer of the Realm, a Member of her Majesty's Privy Council (recently one of the most respected Judges of the Superior Courts), and a Queen's Counsel, may naturally dislike to be deno 4. It is inexpedient to permit a public company to make the administration of trusts a profitable trading speculation. The Bill provides, That the directors may agree with the settlor or other party interested as to the remuneration to be paid for the duties to be performed, and that the company may take for their Own use the remuneration so to be fixed. The minated Traders and Dealers in Trusts; charges necessarily must exceed the fair value of the services rendered, in order to afford a profit to the shareholders on their capital. The trusts, powers, and discretion with which trustees are invested are such as in a great majority of cases could not be advantageously exercised, and in many cases could not be at all exercised by, a public company. but as shareholders in a joint-stock company, seeking for the profitable investment of capital, and being paid for their services, they may, we conceive, be classed with other companies having in view the like pecuniary advantages and emoluments, in the shape of dividends, fees, and salaries. 5. Inasmuch as a public company can have no On the subject of the profits of the compersonal acquaintance with the majority of their pany, its promoters contend that the discestui que trusts, or of the condition or circum- charge of the proposed "delicate and diffistances of the trust property, or of the facts on cult" duties may properly be remunerated which, independently of the instrument creat- by a per centage. Of any actual difficulty ing the trust, the title of the cestui que trusts in the duties to be performed by the direcdepends, it would be found necessary, that the tors, we venture to doubt. They will percompany, for the due performance of their sonally overcome no difficulties. The duties duties as trustees, should be furnished with will be really discharged by paid officers such evidence as would be required by the Court of Chancery in the administration of and agents. And with regard to the delia trust of a similar nature. The necessity cacy of their duties, that is precisely the for adducing such evidence would render branch of the plan which a general board the administration of trusts by a company cannot satisfactorily execute. liable to all the objections capable of being It is not supposed, as the deputation conurged against their administration by the Court jectured, that the directors will walk about of Chancery, without any of the advantages proclaiming the contents of wills, which may arising from the high character and experience be seen at Doctor's Commons for a trifling of the Judges and officers of that Court, and its powers of pronouncing authoritative de-fee, but we maintain that a numerous and cisions and carrying them into effect. promiscuous body are unfit to deal with "de6. It is highly objectionable that trustees | licate and difficult" affairs. We are aware should be enabled to place their trust property they may appoint special committees and conunder the management of a joint-stock com- fidential officers to consider family arrangepany for their pecuniary profit, and especially to disclose family arrangements to a body of strangers, who cannot be expected to take any interest in, or to have any sympathy with, the parties beneficially interested in the trust. دو "de ments affecting the personal welfare, the education, advancement, or marriage of the cestui que trusts, or the investigation of partnership embarrassments; but these 7. The object is, in effect, to establish a trad- committees and agents must report to the ing in trusts by a joint-stock company for their board, and matters of the greatest own profit, without any individual responsi-licacy may thus be disclosed to a dozen bility; and inasmuch as the directors of such or more directors connected with various a company must act without any sense of per-classes of the community, and it is well sonal interest or duty towards their cestui que known that interesting cases are apt to form trusts, there will be no check against the temp the subjects of conversation out of the boardtation to increase, as much as possible, the profits to be derived from such trading, at a room, as sometimes even Cabinet secrets are corresponding loss to the cestui que trusts. partially hinted at or disclosed. 8. The directors of the company will have inconsistent duties to perform:-being, on the one hand, accountable to their shareholders for the most profitable employment of the funds of the company, which is to be obtained only by On the whole, the scheme is uncalled for by any pressing grievance requiring the aid of Parliament; and will, for the most part, be mischievous and expensive. Annual Certificate Tax.-Notes on Recent Statutes. ANNUAL CERTIFICATE TAX. a mortgage deed between Richard Parker and IT will have been observed in the report of the debates, that Lord Robert Grosvenor intimated to the House of Commons on Thursday, the 16th instant, that the application to Parliament for the repeal of the remaining Certificate Tax, will not be renewed this Session. The remarks of the noble Lord were not distinctly heard, for the House lent an unwilling ear,-perhaps apprehending that the agitation of the subject was about to re-commence. Although not reported, it was stated by his Lordship, lien. that the Profession did not consider the adverse division on the second reading of the Bill last year, to be the fair exponent of the judgment of the House of Commons upon the question. pre The Government being opposed to any further remission of the tax, in the sent state of public affairs, a war being now inevitable, and large demands necessarily made on the public purse, it was manifestly right to postpone the motion. When again blessed with peace, the Government (whoever may be in power) will have to re-consider this objectionable species of taxation, vicious as it unquestionably is in principle and unequal and oppressive in practice. We may then expect that justice will be done, either by the total repeal of the tax, or by a general measure of regis tration for all professional classes. We observe that the medical profession has become convinced of the necessity of a proper registration of all practitioners. A small annual payment, if spread over the whole community, would produce the sum required. Lord Campbell, C. J., said,-"We cannot make the rule absolute in its terms: these are too general. Whatever is in the nature of a fishing application is to be resisted. But we think, as I threw out in the course of the arought to grant one part of the application. I 3 gument, that where the defendant is in possession of documents which make out, not his own case, but either the case of the plaintiff or the plaintiff's answer to the defendant's case, the plaintiff is entitled to inspection. He is not entitled to inspect that which merely makes out the defendant's case, any more than the defendant is entitled to inspect documents of the plaintiff which merely make out the plaintiff's case. As far as this application relates to the inspection of that which contains the particulars of the lien, it may be granted. The affidavit of the plaintiff is not very specific, in merely stating that the bill of costs has been made out from the books; but we must infer that they are believed to contain the entries from which such bill has been made out. These could not be evidence for the defendant; It was manifest from the impatient but they may furnish material evidence for the manner in which the House received the slightest mention of the subject, that there plaintiff. Had this, as we might perhaps have would have been no chance of any extent of presumed from the beginning of the affidavit; The unpopularity of the Profes- been a mere fishing application, it could not sion would have been increased if the appeal have been sustained. But where reasonable had been pressed forward, and great danger ground is furnished for believing that what the incurred of creating a prejudice against inquiry seeks is, not the nature of the defendfurther relief at a future time. We re- ant's case, but the evidence material for the luctantly bend to the unfavourable obstruction which has barred, for the present, the further progress of the measure we must success. "6 'bide our time." NOTES ON RECENT STATUTES. LAW OF EVIDENCE ACT AMENDMENT, 1851. -INSPECTION OF DOCUMENTS. PARTI- To an action to recover from the defendant plaintiff's case, the inspection may be granted. The rule must therefore be modified, and strictly confined to entries in the books respecting the particulars of the lien in respect of the action between Parker and the Great Western Railway Company, and the reference." Scott v. Walker, 2 E. & B. 555. 314 Review: Smith's Manual of Equity Jurisprudence.-New Bills in Parliament. NOTICES OF NEW BOOKS. A Manual of Equity Jurisprudence, founded on Story's Commentaries and Spence's Equitable Jurisdiction, and comprising in a small compass the Points of Equity usually occurring in Chancery and Conveyancing, and in the General Practice of a Solicitor. By JOSIAH W. SMITH, B.C.L., of Lincoln's Inn, Barrister-atLaw. Third Edition. London: Stevens & Norton. 1854. Pp. xiv, 417. the writ of ne exeat regno; and protection 6. Auxiliary Equity-Discovery, and taking and preserving of testimony, in aid of suit or defence in another Court. NEW BILLS IN PARLIAMENT. -- APPOINTMENT OF PUBLIC PROSECUtors. tion of justice, proposes to enact as follow: The Circuits now travelled by the Judges of Assize are to be divided into such districts as to her Majesty, with the advice of her Privy Council, may seem necessary (s. 1). THE Author of this useful manual for solicitors and students is already well known to the legal public as the Author of a THIS Bill, after reciting that the appoint Treatise on Executory Contracts, and as the ment of public prosecutors for the purpose of Editor of Lord Redesdale's Treatise on Plead-conducting the prosecution of criminal offenders would conduce to the efficient administraings and Fearne's Contingent Remainders. Mr. Smith, after ably and concisely stating in his introduction the nature of Equity; the extent of the jurisdiction of the Court; and enumerating the general maxims of Equity Jurisprudence, proceeds to divide The Lord Chancellor shall appoint for each the subject into the following heads:-1. district one or more fit persons, each being a Of remedial Equity, specifically so termed standing (s. 2), to be styled "the public prosebarrister-at-law of not less than 10 years' 2. Of executive Equity; 3. Of adjustive cutor," and paid out of the consolidated fund Equity; 3. Of protective Equity, irrespec- not exceeding 1,500l. per annum, including tive of disability; 5. Of protective Equity, travelling expenses, to be removable only for in favour of persons under disability; 6. misconduct or unfitness after examination and Of auxiliary Equity. These subjects are inquiry to the Lord Chancellor and Lord Chief then severally treated of under the following Justice of the Queen's Bench (s. 3). subdivisions: 1. Remedial Equity-Accident, mistake, actual fraud, constructive fraud. 2. Executive Equity-Legacies and por tions, donationes mortis causâ; express private trusts evidenced by some written document; express charitable trusts; implied trusts; constructive trusts; trustees and others standing in a fiduciary relation; specific performance of agreements and duties not arising from trusts. 3. Adjustive Equity-Account in general; administration; mortgages and pledges; apportionment and contribution; partnership; certain special adjustments in cases of debtor and creditor; certain miscellaneous cases of account; damages and compensation; election; satisfaction; partition; set tlement of boundaries; assignment of dower. 4. Protective Equity-From litigation or injury, afforded by the cancelling, delivering up, and securing of documents; and respecting the property of another, by means of interpleader; from repeated or renewed litigation, or from unjust legal proceedings, afforded by decrees upon bills of peace or bills to establish wills, and by injunctions; from loss or injury, in other cases, by injunction; from another's abscondment, by The duties of the public prosecutors before and at the trial (ss. 4, 5). Whenever for any cause it is desirable to provide additional assistance, the district agent, on obtaining the Judge's certificate, may nominate deputy public prosecutors (s. 6), to be barristers of not less than three years' standing," to be paid not exceeding 10 guineas per whole day, such appointment not to be for longer than one whole day (s. 7). Four barristers of not less than five years' standing for Middlesex and Westminster, and one for every other county or sessional division in England, and one for two counties in Wales, and one for every such borough or district as ordered by her Majesty and Privy Council, shall be appointed "the assistant public prosecutors," to be paid not exceeding cluding travelling expenses, to be removable as 3001. a year out of the consolidated fund, inunder s. 3, but not to be a revising barrister, one of her Majesty's counsel, nor hold any other place or office whatsoever under the Crown, within the county, borough, or district for which appointed (s. 8). Four barristers attending sessions to be chosen in rotation as deputy assistant public sion, to be paid not exceeding five guineas a prosecutors for ensuing year, one at each sesday (s. 9). The Lord Chancellor may appoint one or more attorneys-at-law of not less than seven years' standing as district agent to act as attor |