Company:

(xlvi.) P. C.-Directors - Ultra Vires.-Where directors having powers to borrow and mortgage have exceeded their powers, the ratification by the company of the particular acts done in excess of authority does not extend the authority of the directors so as to enable them to do similar acts in future.-Irvine v. Union Bank of Australia, L.R. 2 App. 366; 25 W.R. 682.

(xlvii.) C. A.-Forfeiture of Shares-Inaccuracy of Notice.-When directors of a company regulated by table A of Companies' Act, 1862, seek to forfeit a shareholder's shares for non-payment of calls every one of the conditions precedent as to notice, &c., laid down by table A must have been strictly and literally observed.—Johnson v. Lytton's Iron Agency, 36 L.T. 528; 25 W.R. 548.

(xlviii.) C. A.-Misrepresentation-Liability.-The owners of a concession from a foreign government, which they knew to be voidable and liable to forfeiture, agreed with certain persons to form a company to purchase the concession, which was accordingly sold to trustees for the company: the vendor's solicitor acted for the company, and did not disclose the infirmity of title, nor did the trustees require evidence as to title: Held that the owners and promoters must repay the purchase money, that the trustees must repay money received by them as bribes for neglect of their duty, and that owners, promotors, trustees, and solicitor must pay costs of the suit.-Phosphate Sewage Co. v. Hartmont, L.R. 5 Ch. 394.

(xlix.) Ch. Div. V. C. B.-Misrepresentation--Promoters-Prospectus.— Held that the omission from prospectus of mention of agreement between vendors of ironworks and promoters of companies whereby promoters were to receive a sum out of the purchase money, was a fraud on shareholders, and that promoters were jointly and severally liable to make good to the company the moneys received by them.-Bagnall v. Carlton, 36 L.T. 653.

(1.) C. A.-Prospectus-Promoters--Non-disclosure of Contract-30 & 31 Vict., c. 131.-Before issue of prospectus, contractors agreed to pay to G and S, who had a concession for making some tramways abroad, certain sums which they included in contract price for the works: Held affirming decision of C.P. Div., reported 25 W.R. 586, that this was a contract within Companies' Act, 1867, s. 38, and ought to have been disclosed in prospectus, and that plaintiff, an allottee of shares, was entitled to recover the whole amount paid by him for his shares.-Twycross v. Grant, 25 W.R. 701.

(li.) C. A.-Novation-Amalgamation-Decision of Foreign Tribunal.--Deci. sion of V. C. M., Company (xxxvi.), p. 89, affirmed.-Re St. Nazaire Co., 25 W.R. 638.

(lii.) Ch. Div. V. C. B.-Reduction of Capital." Capital" in Companies' Act, 1867, s. 9, signifies nominal capital: where the capital of a company has been issued and fully paid up the court has no jurisdiction to confirm a resolution for reduction of such capital.-Re Kirkstall Brewery Co., L.R. 2 Ch. D. 535; 46 L.J. Ch. 424.

(liii.) C. A.-Register-Rectification.-P., through broker, sold shares in a company to S., who paid price to broker: the transfer deed was executed by P. and S. but cancelled by broker, who appropriated the money: Held that the court had jurisdiction under Companies' Act, 1862, s. 35, to rectify register by inserting name of S instead of P.-Re Shaw, 46 L.J.Ch. 395; 36 L.T. 573; 25 W.R. 569.

(liv.) Ch. Div. M. R.-Rights of Shareholders-Back Dividends.-A resolution provided for issue of new shares with preferential dividend of 5 per cent., and that whenever the profits admitted of a "dividend of the

same amount" being paid to ordinary shareholders any surplus should be divided amongst all the shareholders: after some years the profits increased so as to be more than sufficient to pay £5 per cent. on all shares: Held that the ordinary shareholders were entitled to payment of back dividends before there was any surplus for distribution.-Allen v. Londonderry and Enniskillen Rail. Co., 25 W.R. 524.

(lv.) Ch. Div. V. C. M.-Winding Up-Contributory. When articles of association provided that shareholders should contribute in proportion to their shares, and it turned out that some of the shareholders were unable to pay: Held that the solvent shareholders were liable for the whole amount.-McKewan's case, 36 L.T. 609; 25 W.R. 577.

(lvi.) Ch. Div. V. C. M.-Winding-up-Contributories.—On

formation of

a company nine persons signed the memorandum of association, at a preliminary meeting it was resolved that no shares be allotted to three of the signatories, and, with their consent, their deposits were returned: the articles contained no power to accept surrender of shares: Held that all the signatories were liable as contributories.--Re London & Provincial Consolidated Coal Co., L.R. 5 Ch. D. 525; 36 L.T. 545. (lvii.) Ch. Div. V. C. M.-Winding-up-Contributory. Where there was a merely nominal payment for shares allotted to B., who was settled on list of contributories: Held that B. was liable to pay calls.-Re Eupion Gas Co., Aspinall's Case, 36 L.T. 362.

(lviii.) Ch. Div.

V.C.B.-Winding-up-Contributory-Director.-O. was given his qualification shares by a promoter of a colliery company, but did not become a director till after formation of the company and completion of purchase of the colliery: Held that he was liable as contributory in respect of shares received.-Re Caerphilly Colliery Co., Ormerod's Case, 25 W.R. 765.

(lvix.) Ch. Div. M. R.-Winding-up-Contributory Director.-Articles of company provided that directors' qualification should be 50 shares held for six months previous: H. was elected director not holding any shares : he attended meetings, but resigned before any shares were allotted: Held that his election was void, and that he could not be taken to have contracted to take shares.-Re Percy and Kelly Nickel Co., Hamley's Case 25 W.R. 600.

(lx.) C. A.—Winding-up · Contributory - Original Director.

- Decision of M.R., Company (xxvii.), p. 53, affirmed.-Miller's Case, Re Australian Direct Steam Navig. Co., L.R. 5 Ch. D. 70. (lxi.) C. A.-Winding-up-Demurrable Petition. If a winding-up petition is demurrable the Court has no jurisdiction to direct a meeting of contributories to be summoned.-Re Langham Skating Rink Co., 46 L.J. Ch. 345; 36 L.T. 605.

(lxii.) C. A.-Win 'ing-up-Director-Contributory.-A director on formation of the company declared his intention of taking 450 shares besides his qualification, and was elected chairman: he subsequently signed application for 450 shares striking out deposit clause: he never paid a deposit, nor were shares allotted: Held, reversing decision of V.C.M., that he was not liable as a contributory in respect of the 450 shares.Re Universal Non-Tariff Fire Insurance Co., Ritso's Case, L.R. 4 Ch. D. 774.

(lxiii.) C. A.-Winding-up-Director's Qualification-Contributory. Decision of V.C.B., Company (xxxix.), p. 89, affirmed.-Re Caerphilly Colliery Co., Pearson's Case, L.R. 5 Ch. D. 336; 46 L.J. Ch. 339; 25 W.R. 618. (lxiv.) C. A.- Winding-up-Failure of Object.-Petition to wind-up abortive company which had never carried on business, nor issued shares, and had no debts, presented by administrator of a subscriber of memoran

L

dum of association was dismissed with costs: Decision of V.C.B. (reported L.R. 4 Ch. D. 874; 36 L.T. 364) affirmed.-Re New Gas Co., 25 W.R. 643.

(lxv.) Ch. Div. V.C.B.-Winding-up-Lease-Liabilities-38 & 39 Vict., c. 77 s. 10.-Held that a mortgagee of lessor of company in liquidation was not entitled to have assets impounded to meet future rent or to prove for the amount, no breach of covenant having as yet taken place. -Re Westbourne Grove Drapery Co., L.R. 5 Ch. 248; 36 L.T. 439; 25 W.R. 509.

(lxvi.) Ch. Div. V. C. M.-Winding-up-Proof-Surety-Interest.—Held, on the construction of the articles of a company, that certain persons who, as sureties, had paid large sums for interest on a debt of the company were not entitled, on the winding-up of the company, to be allowed interest on such payments.-M'Kewan's Case, Re Maria Anna Steinbank Co., 36 L.T. 613; 25 W.R. 579.

(lxvii.) Ch. Div. M. R.-Winding-up-Supervision Order.-An order to continue a voluntary winding-up under supervision of Court can only be made on petition of company, creditor, or contributory.-Re Pen y Van Colliery Co., 46 L.J. Ch. 390.

(lxviii.) Ch. Div. V. C. B.-Winding-up-Set-off.-On winding-up company A., some of the assets were in the hands of company B., which afterwards, with notice of winding-up, applied them to payment in full of debts of A.: Held that B. could not set-off those payments in accounting to liquidator for the assets. Re United Ports General Insurance Co., 46 L.J. Ch. 403; 36 L.T. 457; 25 W.R. 580.

(lxix.) Ch. Div. V. C. B.-Winding-up-Unregistered Association. Where more than seven persons admitted themselves to be members of an unregistered association: Held that a winding-up order must be made without prejudice to the question as to what other persons were members and ought to be put on the list of contributories.-Re South of France Pottery Works Syndicate, 35 L.T. 651.

(lxx.) C. A.-Winding-up Petition—Practice.—A person who has paid off a creditor who has presented a winding-up petition, cannot upon such petition obtain a winding-up order.-Re Paris Skating Rink Co., 25 W.R. 701.

(lxxi.) Ch. Div. V. C. H.-Winding-up Petition-Practice-Mandamus.— While the above petition was pending, notice of motion was given to directors for mandamus directing them to hold an ordinary meeting: the petition having been dismissed, as above, by C. A.: Held that there was no matter pending in which a mandamus could issue.-Re Paris Skating Rink Co., 25 W.R. 767.

(lxxii.) Ch. Div. M. R.-Winding-up Voluntarily-Sale of Assets.-A company resolving on a voluntary winding-up and sale of assets in consideration of shares in another company, is not by Companies Act, 1862, s. 161, empowered to decide as to mode of distribution of such shares amongst classes of its members having different rights inter se, otherwise than according to such rights.-Griffith v. Paget, 46 L.J. Ch. 493; 25 W.R. 523.

(lxxiii.) Ch. Div. M. R.-Vote. -Held that the chairman of a meeting of a company was not entitled to refuse to receive votes of registered shareholders, on the ground that such shareholders were nominees of the beneficial owners of the shares which had been distributed for the sole purpose of increasing voting power.-Pender v. Lushington, 46 L.J. Ch. 317. Copyhold:

(v.) Ch. Div. F. J.-Encroachment-Rights of Lord - Minerals.-In case of encroachment by copyholder a legal origin will if possible be presumed,

the tenant will be estopped from denying that the encroachment belonged to the original holding, and the encroacher's acts will be construed so as to confer on him the least possible benefit: the lord of a copy hold manor is entitled to coprolites and may restrain their removal as being a permanent injury to the reversion.-Attorney-General v. Tomline, 36 L.T. 684; 25 W.R. 803.

Copyright :

(vi.) Ch. Div. V. C. B.-Dramatic Copyright-Registration-7 Vict., c. 12. -Where the registration of an opera under the International Copyright Act, s. 6, was incorrect as regards the time of first publication: Held that the registration was insufficient to protect the score and right of representation.-Boosey v. Fairlie, 25 W.R. 745.

(vii.) Q. B. Div.-Registration-5 & 6 Vict. c. 45 s. 24.-Registration is not essential to existence of copyright, but merely to perfect the right to sue.-Goubaud v. Wallace, 36 L.T. 704; 25 W.R. 604.

County Court:

(xiii.) C. A.--Appeal.—An appeal will lie under Judicature Act, 1873, s. 19, from refusal of App. Div. Ct. to order County Court Judge to sign case. -Clarke v. Roche, 36 L.T. 727.

Crimes and Offences :

(xxvi.) Q. B. Div.-Adulteration-Custom of Trade.-To an information for selling adulterated gin appellant set up defence that by custom of the trade in the district that gin sold at a particular price should contain admixture of water: Held that conviction was right.-Webb v. Knight, 36 L.T. 791.

(xxvii.) Q. B. Div.-Certiorari-19 & 20 Vict. c. 16.-The certificate mentioned in Palmer's Act, s. 25, may be in form supplied by Treasury, as set out in the report of this case.-Regina v. Balscombe, 25 W.R. 585. (xxviii.) Ex. Div.-Cruelty to Animals.-Cutting cocks' combs for the purpose of cockfighting or winning prizes at exhibitions is cruelty to animals within 12 & 13 Vict., c. 92, s. 2.-Murphy v. Manning, L.R. 2 Ex. Div. 307; 46 L.J.M.C. 211; 36 L.T. 592; 25 W.R. 540.

(xxix.) C. C. R.-False Pretences—Ambiguous Words.-Held that ambiguous words in a certain letter might reasonably and naturally have conveyed to the mind of the prosecutor the false pretences alleged in the indictment, and that prisoner was rightly c nvicted.-Regina v. Cooper, 46 L.J. M.C. 219; 36 L.T. 671; 25 W.R. 696.

(xxx.) Q. B. Div. - False Pretences·

Spiritualism. Held that a representation by defendant that he had power to communicate with spirits, and to cause them to be present in a materialised form, was a false pre. tence of an existing fact within 24 and 25 Vict., c. 96, s. 88, and that he was rightly convicted.-Regina v. Lawrence, 36 L.T. 404.

(xxxi.) C. C. R.—False Pretences.—Prisoner, on entering service of a railway company, signed a contract whereby it was provided that he should not be entitled to claim wages due on leaving until he should have delivered up his uniform clothing on leaving he knowingly and fraudulently delivered up a great coat belonging to a fellow.servant, and obtained the wages due to him: Held that he was rightly convicted of false pretences. -Regina v. Bull, 36 L.T. 376.

:

(xxxii.) C. C. R.-Larceny-Proof of Ownership.-Prisoner was indicted for stealing brass, the property of H.; the brass was proved to have been the property of a limited company in voluntary liquidation: the resolutions for winding-up and appointment of H. and S. as liquidators was proved by copy of Gazette: Hold that there was no evidence for jury that the brass was property of H.-Regina v. Ball and Jordan, 36 L.T. 670.

(xxxiii.) C. C.R.-Murder-Manslaughter-Accessories.-Several persons were tried on one indictment, some for murder, others as accessories to murder, the principals were convicted of manslaughter: Held that those charged as accessories to murder might be convicted as accessories to manslaughter. Regina v. Richards, L.R. 2 Q.B.D. 311; 46 L.J. M.C. 200; 36 L.T. 377.

(xxxiv.) C. C. R.-Music License Skating Rink.-A rink within 20 miles of London, where the skating is accompanied by music, requires a music and dancing license under 25 Geo. 2, c. 36.--Regina v. Tucker, L.R. 2 Q.B. 417; 46 L.J. M.C. 197; 36 L.T. 478; 25 W.R. 697.

(XXXV.) C. C. R.-Perjury-Evidence.-The institution of the suit in which perjury was committed is sufficiently proved by production by officer of the Court of copy writ filed under Ord. 5, r. 7, and copy pleadings filed under Ord. 41, r. 1.-Regina v. Scott, L.R. 2 Q.B.D. 415; 36 L.T. 476; 25 W.R. 697.

(xxxvi.) Q. B. Div.-Rogue and Vagabond-" Palmistry or otherwise.”—5 Geo. 4, c. 83, s. 4.-Mandamus to hear Appeal.-S. was convicted as a rogue and vagabond by a magistrate: the quarter sessions quashed the conviction without going into the merits of the case because the words "by palmistry or otherwise were omitted from the conviction: Held that a mandamus could not be granted to compel the sessions to hear the appeal. -Regina v. Justices of Middlesex, 36 L.T. 402; 25 W.R. 510.

(xxxvii.) C. P. Div.-Trespass-Game.-A permission to take game may be given by landlord verbally and will justify fresh pursuit of game on an adjoining field within 1 & 2 Wm. 4, c. 32, s. 30.-Jones v. Williams, 36 L.T. 569.

Debtor and Creditor:

(x.) Q. B. Div.-Execution-Payment without Seizure-Poundage.-When a debtor paid off the sheriff's officer on his premises without seizure: Held that the writ had been executed and that the sheriff was entitled to poundage and fees.-Bissicks v. Bath Colliery Co., 36 L.T. 800.

(xi.) Ex. Div.-Insurable Interest-14 Geo. 3, c. 48.-A. and B. entered into a joint bond for £300: A. effected a policy on B.'s life: Held that the policy was valid as to extent of half of the sum secured by the bond.— Branford v. Saunders, 25 W.R. 650.

Defamation :

(viii.) Ex. Div.-Libel-" Felon "-9 Geo. 4, c. 32.-It is actionable to call a man a felon who has been convicted of felony but served out his sentence.-Leyman v. Latimer, 25 W.R. 751.

(ix.) Q. B. Div.-Privilege-Bona Fides.-Privilege in the case of defamatory communications made honestly does not extend to cases where they are made negligently and recklessly.-Clark v. Molyneux, 36 L.T. 466.

Easement:

(vi.) Ch. Div. V. C. M.-Light.-Owner of two adjoining houses demised one in which was a certain window to A., and afterwards demised the other to B. Held that until the expiration of A.'s lease B. could not build so as to obstruct it,-Warner v. McBryde, 36 L.T. 361.

(vii.) C. A.—Light and Air.-Decision of V. C. M., see Easement (iv.), p. 92, reve sed, as regards five of the windows.-Bourke v. Alexandra Hotel Co., 25 W.R. 782.

Ecclesiastical Law:

(x.) C. P. Div.—Dilapidations—34 & 35 Vict., c. 43 s. 29.-The require. ment as to time within which bishop is to direct surveyor to inspect and