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No. 27, NEW SERIES.-Vol. I.
JULY 14, 1855.
SOLICITORS & GENERAL LIFE ASSURANCE SOCIETY,
52, CHANCERY LANE, LONDON. SUBSCRIBED CAPITAL, ONE MILLION.
DIRECTORS. CHURCH, JOHN THOMAS, Esq., Bedford-row.
MORRIS, JOHN M., Esq., Moorgate-street-chambers, DONNE, S. EDWARD, Esq., Streatham-hill.
Moorgate-street. FONBLANQUE, J. S. M., Esq., St. John's-wood.
MURRAY, WILLIAM, Esq., London-street. JONES, WILLIAM, Esq., Crosby-square.
TORR, JOHN SMALE, Esq., Bedford-row. LOUGHBOROUGH, THOMAS, Esq., Austin-friars.
WILLAUME. T. B. T., Esq., New Broad-street. MAYNARD, JONAS ALLEYNE, Esq., Temple.
WITHALL, W., Esq., Parliament-street. MOURILYAN, J. N., Esq., Gray's.inn.
WOOLRYCH, EDMUND H., Esq., Temple. The attention of the Profession is invited to the advantages offered by this Office to Solicitors and their clients, which will be found to be greater than in most other Life Offices. ADVANTAGES TO THE ASSURED.
ADVANTAGES TO THE PROFESSION. 1. Four-fifths of the Profits are divided triennially amongst the A Commission of 101. per cent. is allowed on the first year's premium, Assured.
and 51. per cent. annually afterwards; and, as an additional advantage In some Offices the Assured may not be entitled to a Bonus until to persons introducing business, the Shareholders have by the Deed of the expiration of ten years from the time of effecting the Policy, whilst Settlement given up half of their Profits for the benefit of such persons in this Office three years is the utmost limit.
as extra Commission. 2. At the first division of Profits in May, 1853, a Reversionary Bonus,
The extra Commission paid in 1858 to persons introducing business averaging 45l. per cent., was declared on all Participating Policies. In
was as follows: some cases the Bonus exceeded 612. per cent. on the premiums paid.
Ordinary Commission paid.
Extra Commission paid, On reference to the Prospectuses of some of the principal Offices,
£75 16 0
£54 12 11 it will be found that the Bonus on their first division was much less,
135 7 3 viz. 291. per cent.
63 6 6
45 13 0 3. The next division of Profits will be declared in May, 1856, when all
41 12 2
29 190 Policies effeeted in 1855 will participate.
139 8 1
100 10 0 In most Offices Assurers do not participate in the Profits until after
69 14 0
50 50 payment of from three to five annual premiums, but in this Office
Board days, Thursdays, at half-past Two o'clock. they may participate on payment of a single premium.
C. J. GILL, Secretary. NEXT OF KINWANTED, the NEXT of KIN of This day is published, in 2 thick rols. royal Švo., price 21. 168. cloth. HARROLET CRUISE AL, late of Walworth-terrace, Newington, TAYLOR'S (JOHN PITT), LAW of EVIDENCE.
Second Edition. Embodying all the improvements introduced the daughter of Admiral John Reynolds, and Maria Catherine his wife, into that branch of Jurisprudence by the Common-law Procedure and while unmarried lived in Walworth-road, Surrey; and after mar. Act of 1854. riage, and many years ago, at Durham House, Chelsea, Middlesex,
W. Maxwell, 32, Bell-yard, Lincoln's-inn. where her husband kept an academy; then at Walcot-place, Lambeth, Surrey; then at West.square, Lambeth; and late at Walworth-terrace, aforesaid. Any person or persons claiming to be Next of Kin to the said
ONDON AND WESTMINSTER BANK. - The Harriet Ouiseau may hear of something to their advantage by sending TEMPLE-BAR BRANCH of this Bank was OPENED on their names, addresses, professions or businesses, and how they deduce Friday, the 15th instant, at the Temporary Offices, No. 211, Strand. their relationship, to Messrs. Gole, Solicitors, 49, Lime-street, Leaden- The Capital of the Bank is 5,000,0001. sterling, in 50,000 shares of hall-street, London.
1001. each. The sum of 201. has been paid on each share, so that the
paid-up capital is 1,000,0001. sterling. This day is published, in 8vo., price 1s. stitched,
The Bank has above twelve hundred partners, whose names are reA WORD on LAW in GENERAL, and on the LAW of gistered at the Stamp Office, and are printed with the Annual Report of
ENGLAND and the STUDY OF IT in PARTICULAR. By the Directors. GEORGE UDNY, Esq., of Lincoln's-inn, Barrister at Law.
Current Accounts are received on the same principles as those obStevens & Norton, 26, Bell-yard, Lincoln's-inn.
served by the London bankers.
Sums from 101. upwards are received upon interest. For these sums K ING WILLIAM'S COLLEGE, CASTLETOWN, receipts are granted, called deposit receipts. ISLE OF MAN.-The system of EDUCATION is comprehen
Circular Notes are issued for the use of travellers on the Continent. sive, and the treatment of the Pupils is on a liberal scale. Many of the
J. W. GILBART, General Manager. Papils have obtained the highest honours at the Universities. The
Lothbury, June 19, 1855. climate is eminently salubrious. Terms,
including Education, with welve years of age, 35 guineas per annum; for Pupils above twelve THE
LONDON JOINT.STOCK BANK. years of age, _40 guineas per annum. The College will RE-OPEN
Head Office-Princes-street, Mansion-house. August 3rd. For Prospectuses apply to the Principal, the Rev. Dr.
Western Branch-69, Pall-mall. Dixon, or to Mr. Day, Bookseller, 13, Carey-street, Lincoln's-inn,
CAPITAL-THREE MILLIONS. London.
In Sixty Thousand Shares of Fifty Pounds each. THE LAW LIBRARY AND OFFICE FURNITURE OF THE
Accounts of parties, properly introduced, are received agreeably to
the custom of London bankers. LATE JOHN VENN PRIOR, ESQ.
Sums of money received on deposit from the customers of the bank MR. HODGSON will SELL by AUCTION, at his New and the public generally, at such rates of interest and for such periods DAY, Jaly 17, at half-past 12, by order of the Executrix of the late J. V. market; and, if required, bills or promissory notes, at not less than six Prior, Esq., Barrister at Law, of Lincoln's-inn, the VALUABLE LAW months' date, will be delivered to depositors, in lieu of receipts, for LIBRARY, including Chitty's Equity Index, by Macaulay, 4 vols.; sums of not less than one hundred pounds. Bythewood & Jarman's Conveyancing, with Sweet's Index, 11 vols.; The agency of joint-stock, and other country and foreigo banks, The Jurist, 1850 to 1855, 12 vols.; Jarman on Wills, 2 vols.; numerous undertaken on such terms as may be agreed upon. other modern Text-books, and a Series of the Reports in the House of Investments in, and sales of, all descriptions of British and Foreign Lords, and Courts of Chancery, Exchequer, Common Pleas, Queen's securities, bullion, specie, &c. effected. Dividends received, and every Bench, and Bankruptcy, complete to the present time. These Reports, other description of banking business and money agency transacted. as well as some of the Text-books, contain many valuable Notes in MS. The Board of Directors meets weekly, when a full statement of the by the late Mr. Prior. The whole in excellent condition. The Office affairs of the bank is laid before them. Furniture comprises Library Tables, Mahogany Chairs, Office Desks, Letters of credit granted on the Continent, and on the chief commerand other useful items.
cial towns of the world. To be viewed, and Catalogues had.
GEORGE POLLARD, Manager. No. 27, Vol. I., New Series.
GAZETTES.-FRIDAY, July 6.
Liverpool, div.-Joah Carver and William Carver, Halifax, machine makers, July 27 at 11, Leeds, div.-Robert Ham
mond, Ripon, builder, July 27 at 11, Leeds, div. BANKRUPTS.
CERTIFICATES. JOHN MITCHELL, Great Bourton, Oxfordshire, dealer To be allowed, unless Cause be shewn to the contrary on or and chapman, July 13 at 2, and Aug. 17 at 1, London :
before the Day of Meeting. Off. Ass. Whitmore; Sols. Paterson & Longman, 68, Old
William Peter Grant, Cambridge, bookseller, July 30 at 1, Broad-street.-Pet. f. July 3. THOMAS PHILPS, Green-lanes, Highbury-park, dealer London.-Thomas Lands, High-street, Camden-town, shoe
London.-Henry Adams, Uxbridge, mealman, July 28 at 12, and chapman, July 14 at 11, and Aug. 17 at 1, London: vendor, July 27 at 1, London.-Richard J. Orgles
. Of. Ass. Whitmore; Sol. Brown, 21, Finsbury-place, land-road, Shoreditch, victualler, July 28 at half-past 12, Finsbury-square.- Pet. f. July 4.
London. - James Speller, High-street, Wapping, sailmaker, GEORGE NEWEY, Birmingham, dealer and chapman, July 30 at 11, London.-James Wilson, Princes-st., Hanover
July 16 and Aug. 8 at half-past 10, Birmingham: Off. Ass.
square, tailor, July 30 at half-past 1, London.-Wm. Alfred
Putnam, Strand, china dealer, July 28 at 1, London.-Thos. THOMAS PRICE SMITH, Birmingham, dealer and chap Sephton, Prescot, Lancashire, licensed victualler, July 27 at man, July 20 and Aug. 17 at !!, Birmingham: off. Ass. 11, Liverpool.--Henry Thomas, Walsall, saddler, Aug. 9 at
Bittleston; Sol. Southall, Birmingham.-Pet. d. July 2.
half-past 11, Birmingham.-Robert W. Bennett, West Bromturer, July 20 and Aug. 18 at 11, Birmingham : Off. Ass.
and Frederick Cheadle, Stone, Staffordshire, drapers, Aug. 9 Bittleston ; Sols. Motteram & Knight, Birmingham.-Pet.
at half-past 11, Birmingham.-Joah Carter and Wm. Carver, d. July 4.
Halifax, machine makers, July 27 at 11, Leeds.--Henry F. HENRY WILLIAMSON, Leeds, cloth merchant, July 20
Newell, Bradford, linendraper, July 27 at 11, Leeds.- Samuel and Aug. 9 at 11, Leeds : Off. Ass. Young; Sol. Black
Oldfield, John Allan, and Edward J. S. Couzens, Huddersburn, Leeds.-Pet. d. July 3, and f. July 4.
field, woollen cloth merchants, July 27 at 11, Leeds. — Henry JONATHAN MURGATROYD, Keighley, Yorkshire, dealer Watson, Sheffield, common brewer, July 28 at 10, Sheffield.and chapman, July 20 and Aug. 17 at 11, Leeds: Off. Ass. John Bradbury, Sheffield, joiner, July 28 at 10, Sheffield.Young ; Sols. Weatherhead & Burr, Keighley; Bond &
Wm. Jenkinson, Ecclesfield and Sheffield, paper manufacturer, Barwick, Leeds.-Pet. d. and f. July 3. ROBERT REED, Middlesbrough, Yorkshire, grocer, July
July 28 at 10, Sheffield. 23 at 1, and Aug. 13 at 11, Leeds : Off. Ass. Hope; Sols.
To be granted, unless an Appeal be duly entered. Hodge & Harle, Newcastle-upon-Type ; Preston, Leeds.
George R. Waistell, Noble-street, Wood-street, commission Pet. d. June 23.
agent.-William Morgan, Bristol and Bath, potato dealer. HUGH HENRY ROSS, Liverpool, dealer and chapman, John Coxon, Macclesfield, butcher.-Charles Hargreaves and (trading under the firm of Joseph Jackson & Co.), July 18
Michael Hargreaves, Bradford, whitesmiths.-John Blakey and Aug. 15 at 11, Liverpool : Off. Ass. Cazenove; Sols.
and George Blakey, Keighley, Yorkshire, grocers. Lovisa Sale & Co., Manchester ; Greatley, Liverpool.-Pet. f. Browett, Bradford, innkeeper.-Joseph Webb, Scarborough, June 25.
hotel keeper.-Jeremiah New, Sheffield, saw manufacturer, JOSEPH GRIMSHAW, Bolton-le-Moors, Lancashire, dealer
PETITION DISMISSED. and chapman, July 17 and Aug. 7 at 12, Manchester : Off.
Robert G. Rose, Cowley.terrace, North Briston, draper. Ass. Fraser; Sol. Ferns, Stockport.-Pet. f. July 3. JOHN MANLEY, Manchester, dealer and chapman, July 25 and Aug. 8 at 12, Manchester : Off. Ass. Hernaman ; Sols.
TUESDAY, July 10.
EMILIO PISTRUCCI, late of Bedford-street, BedfordCharles Salter and Richard Morris Evans, Upper King- square, afterwards of Windsor-terrace, Pimlico, now a pristreet, Bloomsbury, tailors, July 17 at 11, London, pr. d. - soner in the Debtors Prison for London and Middleser, Daniel Cutter and Thos. Jas. Hunter, Regent-st., St. James's, general commission agent, July 23 at half-past 11, and Westminster, tailors, July 19 at 12, London, aud. ac.- -Wm. Aug. 20 at 12, London: Of. Ass. Lee; Sol. Hatton, 17, A. Putnam, Strand, china dealer, July 28 at 1, London, aud. Essex-street, Strand.-Pet. f. June 30. ac.-Wm. Morgan, Bristol and Bath, potato dealer, July 19 JAMES HENRY LANGDON, Exeter, merchant, July 19 at 11, Bristol, aud. ac.-Edward Dawes, Wolverhampton, and Aug. 16 at 11, Exeter : Of. Ass. Hirtzel; Sol. Stog. licensed victualler, July 26 at 11, Birmingham, aud. ac.-E.
don, Exeter.-Pet. f. July 6. Weston, Dudley, hosier, July 26 at 11, Birmingham, aud. ac.
AARON MARKS and NAHUM SALAMON, Sheffield
, -Peregrine Joyce, Worcester, commission agent, July 26 at merchants, July 21 and Aug. 25 at 10, Sheffield : Of. Ass. 11, Birmingham, aud. ac.—Henry Thomas, Walsall, saddler, Brewin ; Sol. Fretson, Sheffield.-Pet. d. July 5. July 27 at 11, Birmingham, and. ac.-James Grant, Bir- THOMAS WADE, Newlay, near Leeds, stone merchant
, mingham, tailor, July 27 at 11, Birmingham, aud. ac. Jas. July 30 at 12, and Aug. 20 at 11, Leeds : Off. Ass. Hope ; Ashworth, Nunhills, Rossendale, Lancashire, woollen manu.
Sols. Blackburn, or Preston, Leeds.- Pet. facturer, July 20 at 12, Manchester, aud. ac.-Thos. Wads. JOHN TAYLOR, Manchester, dealer and chapman, July 25 worth, Macclesfield, silk dealer, July 18 at 12, Manchester, and Aug. 9 at 12, Manchester : Off. Ass. Hernaman; Sol. aud, ac.; July 30 at 12, div.-James Dalton, Newton-heath, Wise, Manchester.-Pet. f. June 18. near Manchester, emery grinder, July 17 at 12, Manchester, DAVID MACKECHNIE, West Hartlepool, Durham, dealer aud. ac.-Peter Ward, Harrington, Cumberland, alkali manu- and chapman, (formerly carrying on business with James facturer, July 17 at half-past 11, Newcastle-upon-Tyne, aud. Waddell Jeffreys Oswald), July 20 and Aug. 17 at half-past ac.—John Harrison, Sunderland, licensed victualler, July 17 12, Newcastle-upon-Tyne: ox. Ass. Baker; Sols. Brignal
, at il, Newcastle-upon-Tyne, aud. ac.-Wm. Martin, New. Durbam; Hartley, 6, Southampton-street, Bloomsbury.castle-upon-Tyne, joiner, July 17 at 12, Newcastle-upon- Pet. f. July 6. Tyne, aud. ac.-James Smith and John Holmes, Denholme,
MEETINGS. Bradford, worsted manufacturers, July 31 at 12, Leeds, aud. Wm. Benning, Fleet-street, law bookseller, July 20 at 2, ac. and div.-Louisa Browett, Bradford, innkeeper, July 31 | London, pr. d. George Wilson, Salford, ironfounder, July at 12, Leeds, aud. ac. and div.-David Foster, Goole, York 23 at 12, Manchester, last ex.--Robert Neal, Wandsworthshire, ironmonger, July 31 at 11, Leeds, aud. ac. and div.
common, Surrey, carman, July 24 at 1, London, aud. ac. Thos. Goodworth Jackson, Goole, Yorkshire, joiner, July 31 Wm. Jarman, Gloucester-terrace, Hyde-park, boarding-house at half-past 11, Leeds, aud. ac. and div.--Nathan Clough, keeper, July 24 at 2, London, aud. ac.; July 31 at 11, dirBradford, painter, Nor. 6 at 11, Leeds, aud. ac.—Jos. King, Thomas W. Nichols, York-road, Battersea, candle manufacNorth Audley-street, Grosvenor-square, coach builder, July 28 turer, July 21 at 11, London, aud. ac.-C. H. Tugman and at half-past 11, London, div.- George Frederick Rossiter, James E. Tugman, Great Tower-street, provision merchants
, don, div.-Robert Roberts, Liverpool, tailor, July 30'at 11, 1 street, Baker-street, licensed victualler, July 21 at 11, Lon
CONTENTS. London Gazettes....
280 in court to tenant for life of lands taken-Incum. Leading Article 281 brancers)
654 The Partnership and Limited Liability Bills
COURT OF QUEEN's Bench. Notes of the Week..
By G. J. P. SMITA and W. B. BRETT, Barristers at Law. First Report of the County Courts Commission. 284
Reg. o. Hicks.—(Torquay Market Act, 15 & 16 Vict. NAMES OF THE CASES REPORTED.
C. cxxxviii-Conviction- Penalty payable to com. VICE-CHANCELLOR KINDERSLEY'S COURT.
pany-Information without authority of company) 654 By C. MARETT, Barrister at Law.
Baynard o. Simmons.-(Attachment of debt" Judg. Barrett o. White.-(Will-Money-Residue-Corpus) 652 ment creditor"-Executor-Common-law Proce. VICE-CHANCELLOR STUART'S COURT.
dure Act, 17 & 18 Vict. c. 125, ss. 60, 61)...... 657 By T. F. MORSE, Barrister at Law.
Papendick v. Bridgwater. - (Evidence-EasementTucker u. Hernaman.-(Practice-Chief Clerk's cer
Deceased tenant-Declaration to the prejudice of tificate-Motion to vary, notice of-Abandoned.
Parsons v. Alexander. motion, costs of-Order of 5th August, 1818).... 653
(Billiards Money lostCrook 0. Crook.-(Practice-Affidavit, refusal to file
Cheque-"Gaming or wagering". -“ Subscription --Sums stated in figures instead of words)
or contribution" -8 8.9 Vict. c. 109, s. 18)...... 660 Vice-CHANCELLOR Wood's COURT.
COURT OF Common Pleas,
By W. PATERSON and W. Mills, Barristers at Law. In re The London and Tilbury Railway Company, and Stratton o. Pettit.-(Construction of a written docuin re Pedley's Estate.-(Lands Clauses Consolida
ment-Lease or agreement—8 & 9 Vict. c. 106, tion Act Payment of dividends of purchase money
(i.e. the first mortgagee), “ of which no notice had been
given to them. But by the statute the judge's order is LONDON, JULY 14, 1855.
to be a charge upon the stock, as if a charge had been
given by an instrument which the debtor had himself In the case of Watts v. Porter, (1 Jur., N. S., part 1, signed ; and the remedies upon it are the same. A charge p. 133), A., by agreement in writing, charged a sum of so given by the debtor to a creditor, without notice of stock, standing in the name of trustees for him, with a any previous charge, if notice of it be served upon the sum of money lent to him by the plaintiff. The plain- trustees, would certainly be preferred to a previous tiff did not give notice of this charge to the trustees. equitable charge, of which the trustees had no notice. Subsequently a creditor of A. recovered judgment It is the notice only which establishes any privity beagainst him, and obtained an order under the 1 & 2 tween the trustees and the party in whose favour the Vict. c. 110, s. 14, charging the stock, of which he gave charge is given; by such notice only is the security notice to the trustees; and it was held by Lord Camp- completed. When it is given, the trustees become bell, C. J., and Wightman and Crompton, JJ., (Erle, trustees for the party in whose favour it is given, and J., dissentiente), that the charge of the judgment cre- till this charge is satisfied, they can apply no part of ditor was entitled to priority over the plaintiff's charge. the fund to satisfy the demand of a party who had
We understand that there is a difference of opinion obtained a prior equitable charge, of which they had in the Profession as to the soundness of this decision; subsequent notice.” but we must confess that the reasons given by the ma- Thus, as it seems to us, the words of the statute were jority of the learned judges, and their conclusion, construed in their natural sense; the rules of law reappear to us satisfactory. The words of the 14th sec-lating to equitable mortgages were applied; and priotion of the 1 & 2 Vict. c. 110, are, that if any judgment rity of notice was held to give priority of charge, in debtor shall have any stock “standing in his name in accordance with the doctrine established by Dearle v. his own right, or in the name of any person in trust for Hall and Loreridge v. Cooper, (3 Russ. 1). him, it shall be lawful for a judge, on the application In opposition to the decision, it is contended that of any judgment creditor, to order that such stock, &c. the charging order given by the statute is only in the shall stand charged with the payment of the amount for nature of an equitable execution, operating merely which such judgment shall have been so recovered, and upon the interest which would remain in the debtor interest thereon, and such order shall entitle the judg- after satisfaction of all previous charges, whether perment creditor to all such remedies as he would have fected by notice or not. But this would narrow the been entitled to if such charge had been made in his fa- statute; it would not give the creditor “all such revour by the judgment debtor.” Lord Campbell, C.J., medies as he would have been entitled to if such charge delivering the judgment of the majority of the judges, had been made in his favour by the judgment debtor." said, “ By the order, the stock is to stand charged with On the contrary, it would place him in a very inferior the payment of the money recovered by the judgment, position. and it is to have the same effect as if such charge had In support of this limited effect of the charge it is been made in favour of the judgment creditor by the also argued that the charge intended by the statute is judgment debtor. If at the time of the order a charge a “lawful” charge. If this means such a charge as had been given on the fund by the judgment debtor in the law permits a debtor to make, the observation is favour of the judgment creditor, the judgment creditor correct; but it cannot be confined to such a charge as having no notice of any previous charge, and he had the law allows the debtor “ honestly" or "fairly" to given notice of his charge to the trustees, independently make. The fact that the debtor obtained the money of the statute it would have had priority over the pre- charged by falsely representing that the stock was unvious charge created in favour of Elizabeth Davis," incumbered would not render the charge illegal. If he made fifty charges on the stock they would all be mortgagee who has given notice do not apply to a judglawful, however insufficient the stock might be to dis- ment creditor. Now, (not to urge that a judgment charge them, and whatever might be the morality of creditor with a charging order is, in fact, an equitable the transaction, or the liability in which it might in- mortgagee), one of the reasons for the preference cervolve the debtor.
tainly does apply-namely, the prevention of frauds, It is urged, that after an assignment of the stock by by forcing the first mortgagee into giving notice of his the equitable owner to a creditor, without notice by security; and if priority is the reward of diligence, the latter to the trustee, the stock is no longer standing why is not a creditor who has obtained a judgment and in the name of the trustee in trust for the debtor, and charge as much entitled to favour as an equitable morttherefore the case is not within the 14th section of the gagee by deed ? Surely, if the judgment ereditor in statute. Now, whatever may be the rights as between Watts v. Porter had not given notice, he would have the debtor and his assignee, it is submitted that this been postponed to a subsequent mortgagee who had; is not true as respects the trustee and a subsequent and if so, he ought to enjoy a corresponding advantage. assignee without notice of the prior assignment. The Why should not the general creditors be entitled to s trustee, not having received notice, is not trustee for the like protection ? The interests of the community at first assignee, but for the debtor, (Sugd. V. & P. 1025, large will be best consulted by extending the rule as 11th ed.); and until notice he would not be liable to widely as possible; and if it does not apply to equithat assignee for transferring the fund to the debtor or table interests in real estate, the sooner it is made to the subsequent assignee. The question is not whether, include them the better. as between the debtor and the first assignee, the latter The authorities appear to support the decision. The can compel the trustee to transfer the fund to him, language relied upon in Brearcliffe v. Dorrington (4 but whether, in a competition between rival assignees, De G. & S. 122) amounted only to an obiter dictum; the assignee who has given notice has not a better and whatever were the reasons in Dunster v. Lord equity or right to call for a transfer than the assignee Glengall, (3 Ir. Eq. Rep. 47), the decision is not opwho has not. To use the words of Sir T. Plumer, “If posed to Watts v. Porter. In the other cases referred by the first contract all the thing is given, there re- to, in opposition to it, the first mortgage was perfected, mains nothing to be the subject of the second con- and could have been sustained against all subsequent tract;" and it seems to be considered that this was the incumbrancers, whether under the 1 & 2 Vict. c. 110, effect of the agreement to charge in Watts v. Porter. or not. But the thing (i. e. the stock) was, it is submitted, not The facts in Dearle v. Hall and Loreridge v. Cooper given by that agreement. All that was thereby given shew most strongly the expediency of maintaining the was a right to demand the thing; and the judgment doctrine of priority by notice intact, and we are happy creditor, to whom the statute also gave a right to de- to find that it has not been shaken. Esto perpetua. mand it, having by his notice acquired a better right to demand it, ought to be preferred. It is a fallacy to represent the judgment creditor as
THE PARTNERSHIP AND LIMITED LIAtaking the stock from the first mortgagee. The latter
BILITY BILLS. never had it; that is, he never had such possession of it as he might and ought to have had; he neglected to We have read these bills as amended in committee,, acquire the “ quasi legal title ;” he did not specifically and with the respect and consideration due to the sancbind the property, and had no rights in rem; whereas tion under which they have been produced; but the the judgment creditor had obtained all such rights, more we think of them the less we think of them. property, and possession as were possible, having re- The alteration made in the Partnership Amendment gard to the nature of the fund.
Bill is the substitution of a provision depriving the It is said that greater effect is given by the decision lender of his remedy for the debt if he omit to register to an order upon stock standing in the name of a the loan within ten days, in lieu of the provision which trustee than upon stock standing in the debtor's own made the exemption from liability as a partner conname. But in both cases the first mortgagee will have ditional on immediate registration. The clauses now priority if his title is complete; it does not make any stand thus:difference in the operation of the statute, that in the
2. “No person who may hereafter lend any money one case notice is necessary to complete the title, and to any other person not being a banker, or to any part that in the other case it would be useless and absurd. nership or company not being a banking partnership
To regard the case frora another point of view. or company, shall be deemed to be a partner with the Suppose that in Watts v. Porter there had been a person or a member of the partnership or company second mortgage by deed after the judgment, and no- being entitled to receive a portion of the profits made
borrowing such money by reason of his receiving or tice had been given of that second mortgage. Then, by such person, partnership, or company so borrowing: according to the opponents of Watts v. Porter, the first or a sum varying according to the amount of such mortgagee would stand, in the order of priority, before profits, either in lieu of or in addition to any interest the judgment creditor who has given notice, but after for or on account of such loan, or by reason of any the second mortgagee, and yet the judgment creditor agreement to bear any portion of the loss which may would have priority over the latter !-unless, indeed, pany in any trade or business carried on by him of
be sustained by such person, partnership, or.comthe judgment creditor is to be postponed to all subse- them." quent incumbrancers, and even purchasers.
3. The following particulars in respect of every It is said that the reasons for preferring a second l such loan shall be registered at the office
for the regis.'
tration of joint-stock companies in London, in cases over and making up the books, (a proceeding necessary where the borrower is resident in England, and at the to his own security); that there was in existence a deed office for the registration of joint-stock companies in of covenant between A. and B., containing, not indeed Dublin, in cases where the borrower is resident in Ire- the word “ partner” or “ partnership,” but stipulations land, (that is to say), The name, place of business, and description of the that A. should carry on the business; that B. should lender:
furnish the whole of the capital for a certain period; The name, place of business, and description of the that B. should have a share of the profits, and bear a borrower:
like share of the losses; that consequently, if at the The amount of the loan:
end of the term, or before if the business were sooner The proportion of profits, interest, of sum varying discontinued, the capital or any part of it should
have according to the amount of profits, payable in respect of such loan:
been lost, A. should not be personally liable to repay And if such loan be not registered within ten days of the loan; that A. should keep proper accounts, and the making thereof, if the lender be living at the ex- produce all accounts and vouchers to B.; that an annual piration of such ten days, such loan shall not be re- balance should be taken; that the business should be coverable; and if any material omission or misstatement
confined to that on the termination of the loan is made in any of the above particulars, no interest or profits in respect of such loan shall be recoverable by the whole of the stock-in-trade and credits should be the lender.”
converted into money, and the surplus proceeds left after We assure our readers that we have had the above repaying Bi's capital should be divided. These are the extract carefully read over with an authentic copy principal provisions in an ordinary partnership deed. of the amended bill, purchased at the Parliamentary These would clearly not render B. a partner under Papers Office, and that it is correct to a letter. The the proposed law; and if these would not, we do not rest of the bill is unaltered, except by the substitution see how such minor ancillary stipulations as the folin the 6th clause of three months for a year, as the lowing could do so :-That the business should be carperiod during which the lender is to be liable to account ried on at M., under the firm of Y.; that without B.'s to the creditors for receipts on account of principal, consent A. should not draw more than £~ per month profits, or interest. It is proposed, then, by the pro- for his own use, nor engage in any other trade, nor hire moters of the amended bill
or dismiss any servant, nor give credit to any person 1. That if a business is carried on by A. with B.'s beyond £-, nor become bail, &c.; that on the expiracapital, B. receiving nine-tenths of the profits, and tion of the term A. should take all the assets at a agreeing to bear nine-tenths of the losses, A. and B. valuation, and give B. his bond for payment of his shall not be partners. 2. That if A. manage the business of B. as his agent, aŭ the ordinary provisions of a partnership deed,
capital and share of profits. But we have now stated factor, or servant, receiving a share of the profits, A. and B. shall not be partners.
except the formal one that the parties will be part3. That if, in case No. 1, B. also manages the business ners. What circumstances, then, must the creditor for A. under the name of his servant or agent, in con- prove to establish the liability of B.? What cirsideration of a further share of profits, A. and B. shall cumstances must exist to enable B. himself to know still not be partners, unless, indeed, Lord Brougham's whether he is a partner or not? We have exhausted reasoning in Upfill's case should be adopted and applied.
4. That no partner shall have any remedy for money every substantial circumstance, and are at a loss to which he brings into the concern on the terms of sharing imagine any formal one of sufficient significance. The profits in proportion to the amount of his advances, un- framers of the bill have not completed their task. less within ten days after making the advance he pub- Having repealed the known definition and tests of partlishes the particulars to the world.
nership, without, as it appears, intending to abolish the Very well. It is a rule of law, that if a debt is con- thing, and the notion of it, altogether, it is incumbent tracted by A. in the due course of his trade, while on them to say, in express terms, what they mean in B. is a partner with him in that trade, B. is liable to future to be partnership, and by what sign it is to be be sged by the creditor for the debt; and the bill does known. B. may share in the profits of a business, not interfere with that rule. Now, suppose the bill agree to bear the losses, assist in the conduct of its passed into a law, and that a creditor, having supplied exercise control over it, and yet not be a partner--we goods to A., the manager of a business, under the notion were about to say not a trader, but recollected the that A. and B. are partners, seeks payment from A. and 65th section of the Bankrupt-law Consolidation Act, B., how is he to prove B.'s liability? Under the old of trader“ all persons who either for themselves, or as
12 & 13 Vict. c. 106, which includes in the definition rule he had only to prove that B. shared or was en- agents or factors for others, seek their living by buying titled to share the profits, or that B. held himself out and selling,” &c. What, then, is in future to make as partner, or as having an interest in the business; in these sharers in profits partners—to change the mere other words, that he either really was a partner, (taking mechanical mixture into a chemical combination ?
Must we have more part in the adventure, or parting or dividing the pro-ners" to the list of words,
such as “ heirs,” « exchange,
magic of words”-add “partfits), or that he assumed to be so. But we are no longer &c., which have no legal synonyms? Must the parties to look to the substance of the transaction, and must say, in so many words, either on parchment or orally, seek other tests. What are they? We will suppose that they will be partners; and, having said so, may that the creditor can prove that B. told him that he they the next day agree between themselves with effect had an interest in the business, (which, indeed, B. that they will no longer be partners ? May B., when
sued for a debt contracted by A. for the common becould not deny with truth, for being entitled to a share nefit, give in evidence a conversation on Monday, the in the profits is certainly an interest in the business); 9th, in which an oral agreement for partnership entered that B. was frequently in the counting-house, looking into on Saturday, the 7th, was orally rescinded ?