in Wilton v. Osborn (1901, 2 K.B. 110). The question has arisen out of the somewhat unfortunate use of the word "otherwise" in Section 1 (1) of the Act. This provides that, where proceedings are taken in any Court by a moneylender for the recovery of money lent, "and there is "evidence which satisfies the Court that the interest charged in respect of the sum actually lent is excessive, or that the amounts charged for expenses, inquiries, fines, 'bonus, premium, renewals, or any other charges are "excessive, and that, in either case, the transaction is harsh "and unconscionable, or is otherwise such that a Court of Equity would give relief, the Court may reopen the "transaction . . and relieve the person sued from "payment of any sum adjudged by the Court to be fairly due in respect of such principal, interest, and charges as "the Court, having regard to the risk and all the circum"stances, may adjudge to be reasonable." Now, it may with some confidence be surmised that the Legislature intended to confer a jurisdiction to grant relief in moneylending transactions wider than that which had been exercised by Courts of Equity, and not merely to extend the equitable jurisdiction to any Court in which a money-lender might happen to be suing. The equitable jurisdiction applies to bargains with expectant heirs (Earl of Aylesford v. Morris, L.R. 8 Ch. 484), using that term in a wide sense to include all persons who have expectations of succeeding to property, and to whom money is lent on the credit of their expectations; bat in Nevill v. Snelling (15 Ch.D. 679) Denman, J., held that it was not restricted to such cases, but existed generally where the money lender had throughout been unconscientiously trading upon the weaknesses of the borrower. The real question, he said, in every case was whether the dealings had been fair, and whether undue advantage had been taken by the money-lender of the weakness or necessities of the person raising the money.

But however far Courts of Equity may have been inclined to carry their benevolent jurisdiction, it is unlikely that the Legislature intended that the bounds of this jurisdiction should have to be ascertained whenever application was made to a Court under the Money-lenders Act, 1900. The first consideration mentioned in the Act is that the interest or charges are excessive, and then that the transaction is harsh or unconscionable, and if these conditions exist, the statutory power to grant relief should arise. This construction would have been quite plain but for the words "or is otherwise such that a Court of Equity would give relief." As a matter of grammar, these suggest the conclusion that in speaking of transactions as "harsh and unconscionable" the Legislature meant that they were harsh and unconscionable in such a way and to such an extent that equity would grant relief. This is one ground for relief in equity, and then, in order to include any other possible ground of relief, the words in question were added, the effect being

"

that whatever ground for relief was made the subject of an application under the Act, it must be such a ground as would formerly have entitled the applicant to relief in a Court of Equity. This construction was placed upon the Act by Ridley, J., in Wilton v. Osborn (supra). "The "section," he said, "includes all cases where the charges "or interest are excessive, and where there has been conduct for which, as harsh, unconscionable, or unfair, a "Court of Equity would give relief." But although this may be the grammatical effect of the words used, yet, as already suggested, it nullifies what may be supposed to have been the intention of the Legislature, and as it depends solely upon a strict interpretation of the word "otherwise," it is natural that it should not have been followed. Moreover, neither in the Court of Appeal in Re A Debtor (supra), nor in the House of Lords in the present case, has it been admitted that the words, taken grammatically, required Mr. Justice Ridley's construction. "Upon the natural grammatical construction of the words," said Collins, M.R., in the former case, "I think the words 'harsh and unconscion"able' are distinct from and independent of the words "which follow. Relief may be given if the bargain is "harsh and unconscionable by reason of excessive interest or other excessive charges. . . Two classes of cases "are mentioned in the section-transactions which the 'Court is satisfied are harsh and unconscionable,' and "transactions which are otherwise such that a Court of "Equity would give relief. Without giving an exact "definition of the meaning of the words, it is sufficient to "say that the standard is not only that which a Court of "Equity would have adopted before the Act. The other "construction would render the Act nugatory." And similarly, Romer, L.J., said: "The words 'harsh and "unconscionable' ought not to receive a limited and "artificial meaning by reference to the rules of equity "before the Act."

The same view has been unanimously taken by the House of Lords in Samuel v. Newbold. A Court of law, said Lord Loreburn, C., ought not to be alert in placing a restricted construction upon the language of a remedial Act. "The "section means exactly what it says-namely, that if there "is evidence which satisfies the Court that the transaction "is harsh and unconscionable, using those words in a plain, "and not in any way technical, sense, the Court may reopen "it, provided, of course, that the case meets the other con"dition required." And Lord Macnaghten laid stress upon the inconvenience which would result if the statutory jurisdiction were kept within the limits of the old equitable What an intolerable strain," he said, doctrine of relief. 'would be thrown upon inferior Courts unfamiliar with "the doctrines and the practice of Courts of Equity if "they were condemned or privileged to listen to lengthy

arguments and venerable precedents before deciding a “question which any man of common sense is just as "capable of deciding as the most learned Judge in the “land, if he is not hampered by authorities which "require no little training to discriminate and appre"ciate at their true value. . . . It seems to me "that there are two cases contemplated by the Act. "One where the interest is excessive and the transaction "harsh and unconscionable; the other where the interest is "excessive and the transaction is such that without the "necessity of proving the transaction to be harsh and "unconscionable-without going into that question at all"a Court of Equity would give relief. It seems to me that "those two cases are meant to be distinct. I think that is "the grammatical construction of the language used." Special interest attaches to the judgment of Lord James in consequence of the prominent part which he took in the passing of the Act of 1900. The old Chancery jurisdiction, he observed, was too narrow to meet the cases of injustice which had arisen in money-lending contracts since the repeal of the usury laws, and the Legislature, who desired to remedy these evils by affording legal protection to borrowers, did not intend to leave the old law as it was. "The intention certainly was to give the debtor greater legal protection against the money-lender than then existed." And the learned Lord adopted to the fullest extent the view of the section taken by the Court of Appeal in Re a Debtor (supra). In this result Lords Robertson and Atkinson also concurred.

The circumstances in Samuel v. Newbold were peculiar, inasmuch as the position of the borrower, Alton, was such that there was really no need for him to have recourse to money-lenders. He was a wealthy man, and when he died, shortly after the transaction in question, he left an estate of £42,000. In the summer of 1903, however, he applied to a firm of money lenders for a loan of £1,000, and this was advanced at a rate of interest which was described by the Lord Chancellor as exorbitant. But that transaction was ultimately settled. In September of the same year a further application for a loan was made, and this time £2,000 was advanced upon the footing of its being repaid, together with £1,300 for interest, by twelve monthly payments of £275 each, and upon any default the whole amount remaining unpaid was to become immediately payable. A promissory note for £3,300 was given by Alton. This, like the preceding transaction, the Lord Chancellor described as inexplicable except on the footing that Alton was unfit to manage business. Before making the second advance, the money-lenders had inquiries made as to Alton's position, and received a report that he was the owner of property and that it was not thought that any unreasonable risk would be incurred in granting credit to the extent named. Alton died in November 1903, and

there being in consequence default in payment of an instalment, the whole amount of £3,300 became payable. Had it been paid, said the Lord Chancellor, the money-lenders would have received interest at the rate of some 418 per cent. The money-lenders brought an action on the promissory note against Alton's executor, and the defendant claimed relief under the statute.

Having regard to the construction which, as already stated, the House of Lords placed upon the scope of the statute, the question for decision was whether the interest charged was excessive, and whether the action was harsh and unconscionable. That the interest was excessive was treated as clear. In considering whether the interest is excessive," said Cozens-Hardy, L.J., in Re A Debtor (supra), "the Court "must have regard, not only to the rate of interest, but "also to the risk incurred by the lender and to all the "other circumstances of the case." Here the money-lenders were aware that there was no risk. But, apart from the excessive interest, there appears to have been nothing very definite to show that the transaction was harsh and unconscionable, and it was necessary to decide whether this was sufficient, or whether further circumstances of oppression are required to give a right to relief. The view was taken in Re A Debtor (supra) that nothing further was wanted. "I should be sorry to say," observed CozensHardy, L.J., "that the rate of interest charged and the "other charges might not be so excessive as for that reason alone to render the transaction harsh and uncon"scionable.'"' And this has now been affirmed by the House of Lords. "We are asked," said the Lord Chancellor, "to say that an excessive rate of interest could not "be of itself evidence that the transaction was harsh and "unconscionable. I do not accept that view. Excess of "interest or charges may of itself be such evidence, and "particularly if it be unexplained. If no justification be "established, the presumption hardens into a certainty." And Lord Macnaghten observed that the rate of interest might be so monstrous as to show by itself that the transaction was harsh and unconscionable. Thus the judgment of the House of Lords establishes clearly enough the principles upon which the statute is to be applied, but it leaves it to the Judge to determine in each particular case whether the rate of interest, if this is the only ground for relief, is such as, under the circumstances, to entitle the borrower to relief.

"FROM A COLLEGE WINDOW," by A. C. Benson, London: Messrs. Smith, Elder & Co. Price 7s. 6d. net.-A third edition of this delightful book has now been published. The series of reflections which originally appeared in The Cornhill Magazine has been added to, and the work is one which can be read again and again with increasing interest.

Personal.

It is announced that the firm of FRANK DAVIES, MEREDITH & Co. was dissolved as on the 16th inst. Mr. MEREDITH is carrying on business at Prudential Buildings, Corporation Street, Birmingham, and at 82 Gresham House, Old Broad Street, E.C., under the style or firm of MEREDITH & Co.

MR. ERNEST SNOWDEN, Incorporated Accountant, of Cheapside Chambers, Bradford, has taken Mr. ALBERT E. STRINGER, Incorporated Accountant, of Bradford, into partnership. The practice will be continued after this date under the title of SNOWDEN & STRINGER, Incorporated Accountants.

MR. JOHN STUBBS, Chartered Accountant (Messrs. JOHN STUBBS & FRENCH), of Central Buildings, 41 North John Street, Liverpool, announces that he has taken into partnership Mr. E. W. CRAWFORD, who was articled to him, and admitted in November 1902. A branch office has been opened from the 1st inst. at No. 4 Lacey Street, Widnes, under the style or firm of JOHN STUBBS & CRAWFORD, Chartered Accountants.

4,345; the total number filed in the corresponding 29 weeks of last year was 4,778, showing a decrease of 433.

Debentures.

The Mortgages and Charges registered by limited companies in England and Wales during the week ending Friday, July 20th, amounted to £1,688,514, by way of addition to £2,481,807, previously issued by the same companies. The amount registered in the corresponding week of last year was £4,006,668, showing a decrease of £2,318,154. The total amount registered during the 29 weeks of the present year was £47,615,097 (in addition to the issues in previous years by the same companies), as compared with £45,037,122 for the corresponding 29 weeks in 1905, showing an increase of £2,577.975.

The Profession in Scotland.

Personal.

Mr. George Morton, Junr., C.A., has been admitted a

and Wales.

:

ACCORDING to Kemp's Mercantile Gazette, the total number of commercial failures recorded in England and Wales during the week ending Friday, July 20th, was 168, viz. :New Bankruptcy Proceedings published in the London Gazette, 87; Deeds of Arrangement registered, 81. The respective numbers in the corresponding week of last year were: Bankruptcies, 84; Deeds of Arrangement, 87-total, 171; being a decrease of 3. The total number of commercial failures recorded during the 29 weeks of the present year is 4,779; the total number recorded in the corresponding 29 weeks of last year was 5,055, showing a decrease of 276.

The number of Bills of Sale, including Re-registrations, filed in England and Wales for the week ending Friday, July 20th, was 143. The number in the corresponding week of last year was 156, showing a decrease of 13. The total number filed during the 29 weeks of the present year is

Messrs. George Morton & Co., Accountants and Stockbrokers, 104 West George Street, Glasgow, have assumed him as a partner.

Edinburgh Society of Accountants.

Ar a general meeting of the Society of Accountants in Edinburgh, held last week—Mr. F. W. Carter presiding— the following gentlemen, having served apprenticeships and passed the prescribed examinations, were duly elected members :-William Gibson Carmichael, 23 Thistle Street, Edinburgh; Kenneth Henderson, 25 Drummond Place, Edinburgh; John McMillan Marshall, 5 North St. David Street, Edinburgh; Robert Milne Neill, 5 North St. David Street, Edinburgh; Walter Sanderson, 4 Kilmaurs Road, Edinburgh; Charles Somerville Turcan, 33 Royal Terrace, Edinburgh; Andrew Young, c/o Colombo Commercial Company, Lim., Colombo, Ceylon.

COURT OF SESSION.

Edinburgh-Outer House.

Before Lord Salvesen.

July 17.

J. T. S. Doughty (J. Spratt's Trustee) v. C. Wells and others.

Trust Deed-Granted on Behoof of certain Specified Creditors

Creditor's Poinding Challenged on the Ground that the
Effects Poinded had been Conveyed to the Trustee under the
Trust Deed.

Judgment was pronounced in this note of suspension and interdict by James T. S. Doughty, writer, Ayton, as trustee acting under a trust deed, dated 15th August 1905, for behoot of certain creditors granted by John Spratt, farmer, Broom. house Mains, Berwickshire, against Charles Wells, moneylender, Corridor Chambers, Market Place, Leicester, and others. The complainer sought to interdict the respondent Wells from selling a steam engine, a threshing mill, a haycutter, a weigh machine, a bruiser, a set of fanners, and six agricultural horses, which had been poinded by him as the property of his debtor John Spratt. The ground of interdict was that the effects actually poinded were at the time of poinding no longer the property of Spratt, but had been conveyed to the complainer as trustee for certain of Spratt's creditors. Defences were lodged for the respondent Charles Wells, in which he submitted that there was no relevant averment from which it could be inferred that Spratt had ever been divested of the poinded effects in favour of the complainer.

Lord Salvesen found that the averments of the complainer were irrelevant and insufficient, and refused the prayer of the note with expenses. The trust deed, his Lorship said, was a somewhat unusual document. It proceeded on the narrative that Spratt had renounced his lease of the farm of Broomhouse Mains as at Martinmas 1905, and that he was indebted to the proprietor in certain rents, and to various merchants mentioned in accounts for goods supplied to the

farm. He then proceeded to assign and convey to Mr. Doughty, as trustee for behoof of these creditors, the whole crop, stock, and implements on the farm. Power was conferred on the trustee to take immediate possession, and to do whatever he might consider necessary for carrying on the farm until the expiry of the tenancy at Martinmas, and to sell and realise the estate conveyed. There was also authority to the trustee to employ the granter of the conveyance at £2 per week to manage the farm and to give him occupation of the farmhouse and garden and some other privileges. The object of the trust was to pay the creditors in full, and to account to Spratt for any surplus. It was plain from a subsequent clause that it was not contemplated that the trust should in any way be made public. Although, in form, this deed did not convey the universitas of the granter's estate it was said that in fact it did so, as the only other property which was in his possession, namely, his furniture, was claimed by his wife. The complainer averred that at the time of granting the deed John Spratt was solvent, and that he did not become notour bankrupt within sixty days thereafter; and he also founded upon the fact that the trust was not for payment of the whole creditors, but only of certain of their number. The deed was signed on 15th August 1905, and the poinding was not executed until 24th October, so that the sixty days had expired before Spratt was made notour bankrupt at the instance of the respondent. If, therefore, the complainer had obtained delivery of the effects which were poinded more than sixty days before the poinding, his Lordship did not see how the transaction could be challenged either at common law or under the Act of 1696, for every creditor was entitled to use the utmost diligence to induce his debtor to pay his debts. But his Lordship did not think there was a relevent averment that the complainer ever obtained such delivery as would divest the granter and transfer the property in these movable subjects to him. It was well settled in law that a conveyance of movable property without delivery did not divest the owner in a question with creditors, and here there was absolutely no change of possession. There was a latent deed, which, no doubt, was effectual, between Spratt and the creditors for whose behoof it was granted; and if the complainer had, in virtue of that deed, taken actual possession of the subjects by transferring them to a warehouse or stable taken in his own name, delivery would have been complete and the property transBut nothing of that kind was done, and the

ferred.