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Cornell Law School Library
Cornell University Library
KD 2085.W35

“TiN
3 1924 022 419 687 law
 

THE LAW OF PROMOTERS

OF

PUBLIC COMPANIES.
THE

LAW OF PROMOTERS

ur

PUBLIC COMPANIES.

BY

. NEWMAN WATTS,

OF LINCOLN'S INN, BARRISTER-AT-LAW.

LONDON:
STEVENS AND HAYNES,
Law Publishers,

BELL YARD, TEMPLE BAR.

1880.
BY2A//

LONDON:
BRADBURY, AGNEW, & CO., PRINTERS, WHITEFRIARS.
PREFACE.

—+—

Company Law has attained to great importance at the
present day, but whilst the subject, generally, has been
treated of ably and adequately, the Author is not aware
that the subject of this little work has hitherto been
exalted to the dignity of separate treatment. The
Author, therefore, ventures to think that the importance
which this branch of Company Law has acquired, in
view of certain recent cases, is a sufficient excuse for the
appearance of this book.

NEWMAN WATTS.

Rotts CHAMBERS, 89, CHANCERY LANE,
January, 1880.
TABLE OF CONTENTS.

—+—

PAGE

PREFACE . ‘ _ ov

TABLE OF CASES ix
CHAPTER I.

Status of Promoters . 1

CHAPTER II.

Validity or Invalidity of Promoters’ Engagements tested by reference
to the Doctrine of Ultra Vires . oF

CHAPTER III.

Contribution between, and Rights of Promoters inter se 10
CHAPTER IV.

Preliminary Expenses . 18
CHAPTER V.

Directors’ Qualifications found by Promoters 27
CHAPTER VI.

Contracts and Liabilities of Promoters ; . . 39
vill TABLE OF CONTENTS.

CHAPTER VII.
PAGE

Recovery of Deposit on Shares from Promoters . 44

CHAPTER VIII.

Misrepresentation, Fraud, and Concealment by Promoters in Pros-

pectus of Company 50
CHAPTER IX.

Promotion Money 59

71

INDEX
TABLE OF CASES.

—_t+—-

PAGE
ADDISON’s Case, I n re Brampton and Longtown Railway Company . 17

 

BacGnay v. Carlton . : : : : ‘ . . G4
Bank of Turkey v. Ottoman Chinpainy 3 : 4 ‘ a OL
Barry Railway es Inre . : ; 2 « 68
Batard v. Hawes. ‘ i ‘ ; . 14,15

v. Douglas : r - : : . it
Boulter v. Peplow . ; 5 ‘ 12, 13, 14

v. Brooke : pote’ be

 

Brampton and Longtown Ridloiay Coupee In re (addigon’ s Case). 17
— — . Ine (Shaw's Claim),

 

24, 25, 26
Bright «. Hutton. 4 ; ; 10, 11, 18
Brown’s Case, In ie Riekrapoltean Public Gani and Repository
Company. é : F ‘ ‘ j 5 » 28, 33
CAERPHILLY Colliery Company (Pearson's Case) 5 ‘ 4 » 35
Caledonian, &c., Railway Company v. Helensburg : , » 23
Canadian Oil Works Corporation, Jn re (Hay’s Case) 2 3 22
Carling’s Case, In ve Western of Canada Oil, Lands and Works
Company . : : . 83, 35
Colman v. Eastern Couuties Railway company : 5 : . 9
Cornell x. Hay . ; ‘ s : : i : 52
v. Massey. ‘ ‘ : ; . 52
-—— v. Torrens ; é aa “D2
Corporation of London v. Uhiunchandens aud Overseers of St. Andrew,
Holborn . ; ; ; ‘ : 5 . : . . 43
Craig v. Phillips : i . : : : . . 54
DENTON v. Macneil . ‘ , . 11, 12, 46, 50
Disderi & Co., Inve. ; ; ‘ , ‘ 2 » . 80

b
Xx TABLE OF CASES,

PAGE
Fant of Shrewsbury v. North Staffordshire Railway Company 41
Edwards v. Grand Junction Railway Company . 5 ‘ ‘ . 4
Emma Silver Mining Company v. Grant ‘ : ‘ 68
Empire Assurance Corporation, Zn re (Leeke’s Case) : . 39, 81
Gover’s Case, In ve Coal Economising Gas Company . ‘ . 52, 53
HamItton v. Smith . ‘ : ‘ . « AL
Hay’s Case, Ja re Canadian Oil Works Corpatitian , ; i E
Henderson v. Lacon . ‘ . . 47
Hereford and South Wales ‘Wapiti an Bnginesting donpany, Inve 67
Heymann v. European Central Railway Company . ‘ 3 a aie SOL
Hutton v. Thompson ‘ j és ‘ ‘ ‘ . 18
TurErtaL Land Company of Marscilles, Zn re (Ex parte Larking) . 64
KELNER v. Baxter ; ‘ : 3 ; : : 2 3, 6
Kennedy v. Panama, &c., Royal Mail Company ss : . 50
Kent v. Frechold Land and Brickmaking Company. ; . . 51
Kisch v. Central Railway of Venezuela. i . r 46, 50
Larkine, Ev parte (In ve Imperial Land Company of Marseilles) . 64
Lecke’s Case (Jn ve Empire Assurance Corporation) . ; . 80, 31
Mavpick v. Marshall. : : i é » « 40
Madrid Bank v. Pelly ‘ 5 ' . 60, 61

Metropolitan Public Carriage, &c., Conapianys i re (Brown! s Case) 28, 33
Moore and De La Torre’s Case ne re Royal Victoria Palace Syndi-

 

cate) ‘5 : 4 ; - : 53
Moseley v. Cressey’s Gonneny : : : : : - . . 44
NockE.s v. Crosby . P ‘ ‘i j | 19
New Sombrero Phosphate Company v eaten ‘ ‘ ‘ » . 56
Oakes and Peck, Lx parte : ‘ ‘ . ‘ . 51

v. Turquand =. ‘ ‘ ‘i : : 5 « 3 SL
Overend, Gurney and Co., In re j és é ‘ F 3 « OL

Pranson’s Case (In ve Caerphilly ne) Company) . . 85, 87, 38

Peek v. Gurney i * : . : ‘ ~ 58

Phosphate Sewage Cuipane w Hatin : . ° a » . 56

Rryyew v. Lewis. ‘ ‘ : ° : , 16, 26
° ?

Riley v, Packington : 3 , , , » 89, 40
TABLE OF CASES, x1

PAGE
Savin v. Hoylake Railway Company ‘ ; ' . fe J 25
Scott v. Lord Ebury  . - i : 2, 3, 40
Shaw’s Claim (Jr re Brampton anid Tiouptaen Ballyny Company)
Spiller v. Paris Skating Rink sla 4 ; ‘ ‘ . 4,6, 14
Stewart v. Austin ; . : : :  @ AF
Tay or rv. Chichester and Midhurst ene ee ‘ ‘ x 39
Terrell x. Hutton é ‘ : 5° A 2E
Tilleard, Re. i ‘ < 23, 24
Touche v. Metropolitan Tidheay Windigueme Goin ; . . 8,6
Twycross %. Grant. ; ‘ ‘ ‘ ‘ » $5; 26
VENEZUELA Railway Company v. Kisch . : . ¥ . . 57
WaAtsTas tv. Spottiswoode , . 19, 45
Western of Canada Oil, Lands satil Works Company (Carling’s
Case) . a 33, 35
Williams, Ex penta (is re Madrid Bank) : ; : . 60
Wilson v. Viscount Curzon . ‘ : é . . 16
Wheeler v. Metropolitan Board of Wi ots F é , ‘ . 42

Wyld v. Hopkins ‘ ; ; . 16, 26
THE LAW OF PROMOTERS.

CHAPTER I.

STATUS OF PROMOTERS.

Ir will be useful at the outset to define accurately the
term “Promoters.” It is a word used to denote a number
of persons who project and endeavour to float a public
company. It follows from the foregoing definition that
their acts must be preliminary in their character, and to
a very large extent gratuitous, until that takes place to
- which their services tend, viz, the actual incorporation of
the intended company. It was once thought (and ac-
tually held) that contracts entered into by promoters are,
or may be, binding on a company when formed. This
doctrine cannot now be considered to be law at the
present day. The law now is that promoters who choose
to make contracts “on behalf of” a non-existent company
do so at their own risk, and are exclusively liable thereon.
It is a presumption at law that when an agent contracts,
he does so on behalf of an existent principal ; but in the

case of promoters, the principal is not in existence, and
B
2 THE LAW OF PROMOTERS.

an attempted ratification by the company on its coming
into existence is of no avail, as “there is no case in which
a person can by a subsequent ratification make himself
liable as principal, so as to discharge the agent where the
principal was not in existence at the time of the original
contract.” *

Thus, as we have seen, the promoters will be personally
liable on their contracts unless the company, by a new
agreement, with the assent of the parties dealing with
the promoters to the substitution of liability, adopt such
contract, and this it is perfectly competent for the com-
pany to do, subject only to this condition, that such adop-
tion does not offend against the doctrine of Ultra Vires,
controlling the company when incorporated. This doctrine
and its bearing upon the validity or invalidity of the
contracts of promoters will be found discussed in the
next chapter. Engagements entered into by or with
promoters, not expressly embodied in, or provided for,
either in the Act of Parliament or in the Articles of As-
sociation, as the case may be, cannot, even though within
the powers and scope of the company when incorporated, be
enforced by or against it, unless in some manner adopted
by it.t

“Tt is inconsistent with the policy of such Acts (railway
and other) to hold that there can be any other terms
binding on those who subscribe their money, beyond

* Per Willes, J., in Scott v. Lord Ebury, L. R. 2 C. P. 255.
+ Caledonian, kc., Railway Company v. Helensburg, 2 Jur. N.S.
695 ; 2 Macq. 391.
STATUS OF PROMOTERS. 3

what appear on the face of the Act itself. , . . The
statutory powers are given on the faith of the terms ap-
parent on the Act itself. . . . In holding that the
company is a body different from its promoters, in sub-
stance as well as in form, I am acting on what is the
mere truth, and no injustice can arise to those who have
dealt with the projectors, for against them, and all under
whose authority they acted, there will be a clear right of
action if the company does not fulfil the engagements
which they contracted it shall perform, and that is surely
all which those who have dealt with the projectors can
claim as their right.” *

Although a company, non-existent at the time of an
agreement made on its behalf, cannot at law ratify such
agreement,+ yet in equity, in a case where the company
had adopted an agreement to pay £2000 to the plaintiffs
through one of their promoters, it was held that the
performance of the agreement was not contingent on the
actual commencement of business by the company, and
that the plaintiff could maintain a suit, as cestwis que
trustent, against the company and the directors, amongst
whom was the promoter, to whom the sum of £2000 was
to be paid, and were not obliged to sue in the name of the
promoter. {

* Per Lord Cranworth, in Caledonian, dc., Railway Company v.
Helensburgh, 2 Jur. N.S. 695 ; 2 Macq. 391.

+ Kelner v. Baxter, L. R. 2 C. P.174; Scott v. Lord Ebury, ibid.,
255.
t Touche v. Metropolitan Railway Warehousing Company, L. R.
6 Ch. 671.
B2
4 THE LAW OF PROMOTERS.

A Court of Equity will restrain a company from reaping
the benefit of a contract made by its promoters without
performing the stipulation agreed to by them. This pro-
position is well illustrated by the leading case of Edwards
v. Grand Junction Railway Company,* the facts of
which were as follows :—

The promoters of the company having designed the
railway to cross a certain turnpike-road, the trustees of
the road took steps to oppose the bill in Parliament.
Eventually the promoters agreed with the trustees that
the turnpike-road should be carried over the railway by
a road identical in width with the existing road, with
suitable approaches, &c., and thereupon the trustees with-
drew their opposition; but on account of the expense,
clauses confirmatory of this arrangement were not inserted
in the bill. The bill having passed the company pro-
ceeded to construct the bridge, with a width of only
30 feet. It was held that the promoters were entitled
to an injunction restraining the company from interfering
with the road in any manner other than that agreed to
by the promoters. In a recent case, decided since the
passing of the Judicature Acts, it was held that a com-
pany can ratify, in equity, a contract which was made by
its promoters when the company was not in existence.+

In the case just cited the plaintiff, who was a patentee
of roller skates, entered into an agreement with a certain
Baron de Baillot, the main provisions of which were that

* 1 My. & Cr. 650.
+ Spiller v. Paris Skating Rink Company, '7 Ch. Div. 368.
STATUS OF PROMOTERS. 5

the Baron should construct certain skating rinks; that
the plaintiff granted to the Baron the exclusive right of
using his patent skates at a certain price; that no other
skates should be used in the said rinks; that the Baron
should not have the right of assigning the contract, but
might associate himself with other persons under any
form for working out the contract. The defendant com-
pany were duly incorporated under the Acts of 1862 and
1867. The statement of claim alleged that the plaintiff,
at the request of the Baron, consented to the transfer to
the company of all the rights and obligations of the Baron
under the said agreement, and that by virtue of certain
arrangements, to which plaintiff was a party, the company
soon after their incorporation acquired all the rights of
the Baron, and became subject to all the obligations of
the Baron as if the company were parties to the agree-
ment; also that the company and their directors had, by
their Memorandum and Articles of Association, power to
enter into such contracts as the one in question. The
statement of claim also alleged that the company had
acted upon and derived profits under the agreement. The
defendants having demurred, on the ground that the com-
pany had no power to ratify contracts made by its pro-
moters, Malins, V.C., in overruling the demurrer, said,
“It is argued that a contract entered into between certain
individuals before a company is formed cannot be binding
on the company when formed ; but here the question is
whether such a contract cannot be adopted by the com-
pany when formed.” A distinction must be drawn be-
6 THE LAW OF PROMOTERS,

tween cases in which it is sought to shift the burden of
promoters’ contracts, on which such promoters are ex-
clusively liable, over to the company, and where the com-
pany have ratified and acted upon such contracts.*

There are cases, too, where a contract though not in the
first place binding upon a company, may be so adopted
and ratified by them as to be held binding on them.t

* Compare the cases of Kelner v. Baxter, L. R. 2 C. P. 174, and
Spiller v. Paris Skating Rink Company, 7 Ch. Div. 368-70.

+ See Touche v. Metropolitan Railway Warehousing Company, L. R.
6 Ch. Ap. 671.
CHAPTER II.

VALIDITY OR INVALIDITY OF PROMOTERS’ ENGAGEMENTS
TESTED BY REFERENCE TO THE DOCTRINE OF ULTRA
VIRES.

MenTION has been made, in a previous part of this
work,* of the doctrine of Ultra Vires as affecting the
validity of promoters’ engagements; or, to state it more
correctly, the capacity of companies to ratify or adopt the
acts of their promoters which are within the scope of their
own constitution.

The doctrine in question may be shortly explained
thus :—A doctrine of comparatively recent origin, its ten-
dency is to considerably curtail the powers and obligations
of companies. The principle of the doctrine is, that Com-
panies exist for the attainment of certain objects specified
in the instruments constituting them, or necessarily or
impliedly falling within the scope of the same; conse-
quently they can enter into no transactions and incur no
liability but such as arise out of, or is incidental to, the
purposes for which they were created. In a word, they
are bound by their empowering instruments, whether
special Act or under the Companies Acts, 1862 and 1867.

* Chap. L., ante, p. 2.
8 THE LAW OF PROMOTERS.

With respect to all agreements entered into by or with
promoters, it may be said at once that, unless they are
embodied in the Act of Parliament or in the Articles of
Association of a company registered under the above-
named Acts, as the case may be, they are absolutely void
unless they are in some way acted on or expressly or im-
pliedly adopted by the company as hereinbefore stated.

But in order to assure the validity of their acts or
agreements, promoters must take care that this further
condition is observed, viz., that such acts or agreements
are Intra Vires of the company as constituted. Unless
this condition is satisfied, the company cannot make them-
selves liable for the acts of their promoters, though willing
to do so, nor can they, on the other hand, take advantage
of the same. All agreements by promoters, in the nature
of bribes, to buy off opposition to a bill, are not only
Ultra Vires but illegal, and consequently the promoters
would be held exclusively liable upon agreements of this
character,

Whilst agreements to buy off personal INFLUENCE are
Ultra Vires of the future company, those seeking to buy
off the opposition of persons having a legal right to oppose
will be held good, there being, in this latter case, consi-
deration which the company may, as hag been previously
shown, adopt. As to compensation agreements, whether
for actual damage to property and rights of proprietors,
or, for interference with private enjoyment, and agree-
ments to take lands, these are perfectly good, but will be
binding only when made conditional upon the passing of
VALIDITY OR INVALIDITY OF PROMOTERS’ ENGAGEMENTS. 9

the Act of Parliament. And in order that agreements
by promoters, to pay sums by way of personal compensa-
tion may be good, actual damage must be done.

In the case of Colman v. Eastern Counties Railway
Co., it was held that it was Ultra Vires of the defendant
company to guarantee profits and secure the capital of an
intended steamboat company, who were to run steamboats
from Harwich in connection with the railway of the de-
fendant company in order to increase their own traffic.*
Moreover, the acquiescence of shareholders in transac-
tions beyond the scope of the company will not have the
effect of rendering such transactions legal.t

The latest tendency of the decisions, in applying the
doctrine under consideration, is to hold that, companies
may, in furtherance of the objects for which they were
incorporated, enter into contracts not forbidden by their
constituting instruments, and not merely those specially
authorised therein. {

* 10 Beavan, 1.

+ Per Lord Langdale in Colman v. Eastern Counties Railway
Company, 10 Beav. 1.

{ See Taylor v. Chichester and Midhurst Railway Company, L. R. 2
Exch. 384.
CHAPTER III.

CONTRIBUTION BETWEEN, AND RIGHTS OF PROMOTERS
INTER SE.

Tue House of Lords decided, in the leading case of
Bright v. Hutton,* that no partnership exists between
persons associated together in an unsuccessful attempt to
form acompany. “In the case of provisional committees,
or the projectors of a company, it is now perfectly well
settled law aud acted upon in every Court of law in
Westminster Hall, that there is no partnership between
them; no common power of binding each other merely
by such a relation; each binds himself by his own acts
only. There are, therefore, very few creditors of such a
body collectively, though many of one, two, three, or more
acting individuals, who compose the committee or are
projectors ; and so there may be a series of contracts, to
which there are different contributories, according as they
have been authorised by different persons, very few binding
all, and those only upon the rare accident of each indi-
vidual authorising that particular contract... . . . No
person can have a judgment or decree against the whole
body, except in the rare case that all the projectors have

* 3H. L. Cases, p. 341.
RIGHTS OF PROMOTERS “ INTER SE,” 11

jointly contracted ; nor are there any contributories of the
entire company, except in the extraordinary case of all
having contracted.” *

And where promoters of an abortive company bought
property for the purposes of the company, they were held,
nevertheless, not to be partners.t

One of the promoters of a company cannot maintain a
suit against his fellow promoters for contribution towards
expenses incurred by him in promoting the company,
unless he is willing that an account should be taken of
the expenses incurred by all the promoters.t “The only
other ground on which, in my opinion, it would have been
possible for the plaintiff to maintain his suit is this—he
might say, I was one of several persons who endeavoured
to form a company, and for that purpose we paid a great
deal of money ; it was a joint concern .... and I have
paid more than my share; you are therefore bound to
repay me what I have overpaid for the purpose; that is
to say, we endeavoured to produce a certain work,—we
were, so to speak, tenants in common or jointly interested
in the affair, and we ought to bear the liabilities between
us. But I find no case made of that description.” §

In an action by a promoter claiming contribution from
his co-promoters, it is not sufficient that he should rest

his claim in that behalf merely upon the particular trans-

* Per Parke, B., in Bright v. Hutton, 3 H. I. C. at p. 368.
+ Hamilton v. Smith, 5 Jur. N.S. 32.

t Denton v. Macneil, L. R. 2 Ey. 352.

§ Ibid., per Lord Romilly, M.R., pp. 357-8,
12 THE LAW OF PROMOTERS.

action in which he was engaged, but should put it upon
the ground that all the expenses of every sort and descrip-
tion of the undertaking be borne pari passw by everybody
concerned,*

And where such a claim for contribution is made there
must be the offer to pay what, if anything, may be found
due from the plaintiff on taking the account, although,
possibly, that account might turn out against him.t

A., B., and C., by an agreement in writing, hired pre-
mises of D, The premises so hired were intended to be,
and were, used for the purposes of a joint-stock company,
of which A., B., and C. were, at the time of the contract,
promoters. Rent was for some time paid by the company,
but ultimately became in arrear; whereupon D. (the
landlord) sued A., B., and C. upon the agreement; B. and
C. suffered judgment by default, and D. recovered the
amount of rent and costs against A.:—Held, that A. was
entitled to sue B. and C. for contribution, and that, his
remedy against B. was not affected by the circumstance of
his having ceased to be a member of the committee of
promoters before the accruing of the rent in respect of
which the action was brought.t

In the case last cited it was suggested on behalf of the
defendants that there was a quasi-partnership between
the plaintiff, Peplow, and Brooke and others, and that,

* See judgment of Lord Romilly in Denton v. Macneil, L. BR, 2
Eq. pp. 357-8.

+ Ibid., p. 358.

F Boulter v. Peplow, 9 C. B. 193; Boulter v. Brooke, ibid.
RIGHTS OF PROMOTERS “INTER SE.” 13

consequently, though the plaintiff might be entitled to
have an account taken in a Court of Equity, he was not
entitled to contribution at law. Maule, J., in overruling
the objection, said, “I think, supposing such partnership
did exist, it by no means follows that the plaintiff would
not be entitled to recover in this action. The three
entered into a joint contract with White and Gillett (the
landlords), who probably would not have dealt with a
larger number. These three, therefore, alone incurred a
joint liability to pay the rent, and they would be subject
to contribution amongst themselves, Although it may be
that, when each of the three has paid his share of the
rent in respect of that joint liability, each may be
entitled to charge such share in that partnership account,
it by no means follows that the right of contribution
inter se does not likewise exist. Each was liable in
solido to the original demand; and from that arises an
implied contract, that the one who pays the whole shall
be reimbursed, in their respective proportions, by the
other two.” The inference that promoters, who enter into
a joint contract, intend to incur the incidental liability to
contribution, is not rebutted by the circumstance that the
money they are called upon to pay under such contract
may be chargeable by them against the company for
whose benefit they assumed the liability.*

Whatever remedy promoters may have as against the
other members of an inchoate company, those of the

* See judgment of Maule, J., in Boulter v. Peplow, 9 C. B., at pp.
506-7.
14 % THE LAW OF PROMOTERS.

promoters who incur direct joint liability come under an
implied liability inter se.*

It would seem that promoters are liable to contribution
irrespectively of the state of accounts. amongst the quasi
partners. +

A plaintiff, who was a member of a committee of pro-
moters, became with eleven others, including the defen-
dant, liable for a debt contracted in respect of the scheme.
The creditor sued plaintiff, who ultimately paid the whole
debt. Two of the original co-contractors died before the

“payment. Plaintiff now sued defendant for contribution.
Held, firstly, that though there might be many cross lia-
bilities amongst the provisional committee-men in respect
of the scheme, an action lay, at law, for contribution
against such of them as were liable to pay the debt,
provisional committee-men (i.e, promoters) not being
partners. Secondly, that the plaintiff was entitled to
recover only one-twelfth of the debt; the liability of a
co-contractor to one who has paid the entire debt being,
at law, to contribute an aliquot part according to the
number of persons originally liable, without reference
to the number liable at law at the time of pay-
ment. f{

Semble, that an action would have lain at law for

* Per Williams, J., in Boulter v. Peplow, 9 C. B., at pp. 506-7.

+ See judgment of Talfourd, J., in Boulter vy. Peplow, 9 C. B. p.
507.

t Batard v. Hawes, 2 Ellis & Blackburn, 287 ; Batard v. Douglas
ibid.
RIGHTS OF PROMOTERS “INTER SE.” 15

contribution against the representatives of the deceased
co-contractors.*

The mere fact of a person agreeing to become a member
of the provisional committee of an intended company,
amounts to no more than a promise that he wil! act with
other persons appointed, or to be appointed, for the pur-
pose of carrying the scheme into effect. Therefore, in
an action against a provisional committee-man for goods
supplied on the order of the solicitor of the company, it
was held that the law would not imply, from the mere
fact of his agreeing to be a member of such committee,
an authority from him to the other members of it to make
contracts by himself or by the solicitor, nor an authority
to the solicitor to make them on behalf of the committee.
If the party not only consents to be a provisional com-
mittee-man, but authorises his name to be inserted and
published in a prospectus, which merely states the names
of the members of the provisional committee, and nothing
more, that fact does not alter the liability. Even if such
prospectus states the names of an acting or managing
committee also, it is a question for a jury to say whether
it means that the latter are to take upon themselves the
whole management of the concern, or that the former
have constituted the latter their agents to manage it on
their behalf, in which case the former would be liable for
the contracts of the latter. Where there is also evidence
that the defendant has ACTED with relation to the proposed

* Dictum of Lord Campbell in Batard v. Hawes, 2 Ellis &
Blackburn, pp. 297-8.
16 THE LAW OF PROMOTERS.

scheme, it is a question for the jury whether, by his consent
and acts, he has authorised the solicitor, or secretary, or
any member of the committee, to pledge his credit for the
necessary and ordinary expenses to be incurred in forming
the company; and if so, whether the work was done, and
the credit given, on the faith of his being liable.*

In a case where A. and B. were the registered pro-
moters of a company, a provisional committee being after-
wards formed, and at a meeting of which A. was ap-
pointed secretary, and B. solicitor to the company, and
other persons a managing committee, it was held that A.
could not, merely upon these facts, recover against an acting
member of the managing committee for services afterwards
performed by him as secretary.t “When the fact appears
that the plaintiff was a promoter of the company, the
solicitor a promoter, and the defendant a chairman of a
meeting of the promoters at which meeting the plaintiff
is appointed secretary, it comes to this, that it is an
appointment of the plaintiff by himself; and if he is to
be paid at all, which I doubt, he must therefore pay
himself.” ¢

Under the jurisdiction to adjust the rights of contri-
butories amongst themselves, given by the Companies
Act, 1862, section 109, the Court will not, under the

winding-up, enforce an alleged contract by the promoters

* Reynell v. Lewis, 15 M. & W., p. 517; Wyld vy. Hopkins, ibid.

+ Wilson v. Viscount Curzon, 15 M. & W. 532.

t Per Alderson, B., in Wilson v. Viscount Curzon, 15 M. & W.,
p. 536.
RIGHTS OF PROMOTERS “INTER SE.” 17

to indemnify persons signing the subscription contract
against all liability in respect of shares, by directing a
call payable primarily by the promoters only.*

* In re Brampton and Longtown Railway Company, Addison’s Case,
L. R. 20 Ey. 620.
CHAPTER IVY.

PRELIMINARY EXPENSES.

In the event of the projected company failing to arrive
at. incorporation, the question arises by whom the neces-
sary expenses incurred in promoting the company are to
be borne. We have seen in a previous part of this work
that members of inchoate companies are not partners.
The House of Lords decided in Hutton v. Thompson,*
that an original allottee of shares in an abandoned under-
taking could not be made a contributory, and was not
liable to any portion of the expenses of such under-
taking. The House of Lords next decided that members
of a provisional committee of promoters, likewise, were
not liable to pay the preliminary expenses of an under-
taking which had failed. There remained, therefore, only
the managing committee to render liable, and these have
been decided to be free from liability as a body, but that
each member thereof is liable solely in respect of the
particular engagements entered into by him.t

In the absence of a contract in that behalf entered
into, between applicants for shares in a projected com

* 3H. LC. 161.
+ Bright v. Hutton, 3H. L. C. 341.
PRELIMINARY EXPENSES, 19

pany and the promoters thereof, the latter cannot expend
any part of deposits received in liquidation of preliminary
expenses, but must return the same without any deduc-
tion to the applicant for shares.*

In Walstab v. Spottiswoode the plaintiff applied to the
promoters for seventy shares, and agreed to accept that
number or any less number they might allot, to pay the
required deposit per share thereupon and to sign the
parliamentary contract and subscribers’ agreement when
required, Thirty shares were duly allotted to her and
the plaintiff paid the deposit upon that number, and
received the bankers’ receipt for the same. She after-
wards presented the receipt to the company, and made
several fruitless applications for scrip, and at length was
informed that the directors had come to the resolution not
to issue any scrip, and that the greater part of the deposits
had been expended, and the balance would be rateably
divided. The plaintiff hereupon brought her action to
recover back from a member of the managing committee
the sum paid by her as deposits on the shares so allotted
to her: Held first, that there was sufficient evidence of
the final abandonment of the project. Secondly, that, on
its abandonment under the circumstances before stated,
the plaintiff was entitled to recover back, as money had
and received to her use, the whole sum so paid by her.

It appears that registration and other fees of an official

character will be allowed under a clause in the empowering

* Walstab v. Spottiswoode, 15 M. & W. 501; Nockels v. Crosby, 3

B. & Cr, 814,
c2
20 THE LAW OF PROMOTERS.

instruments of a projected company which provides for
the payment out of the funds of the company “ of -
expenses incidental to the formation of the company ;”
so also, the professional services of solicitors, parliamentary
agents, surveyors, accountants, and valuers will be allowed
under such a clause, but where the services of persons of
special technical knowledge are employed their aid must
be indispensable.*

Certain persons proposed to form a company. They em-
ployed A. as their solicitor; he was so named, on pro-
visional registration, under the Joint Stock Companies
Act. The directors were not to be personally liable to the
officers of the company. The solicitor was continuously
employed until after the company had been completely
formed and registered, and until it was wound up. The
44th article of the Deed of Settlement declared that “a
sufficient part of the funds of the company should upon
complete registration be appropriated in payment of the
expenses of and incident to the formation of the com-
pany, including those of or having reference to the pre-
paration and execution of that deed.” When the com-
pany was before the Master on the Winding-up Act, the
solicitor presented a demand for services from the earliest
period up to that date. The Master allowed the demand
as a claim only and not as a debt, leaving the solicitor to
proceed at law. Held, reversing the order of Kindersley,
V.C., which had permitted the order of the Master to
stand, that the Master ought to have allowed the demand

* See Brice on Ultra Vires, p. 670, second edition,
PRELIMINARY EXPENSES. 21

as a debt, but subject to proof that the items came under
the description contained in the 44th article, and subject
also to taxation.* The importance of the subjoined judg-
ments in the case of Terrell v. Hutton, to the subject of
this chapter, justify their being given at length, per the
Lord Chancellor: “The House goes along with the re-
spondent to this extent, that the company ought not to be
bound by the items in detail which are included in the
bill; but provided it is established that this bill was made
up either of items in respect of business properly done by
Mr. Terrell after the formation of the company, or of
items properly coming within the description of ‘expenses
of and incidental to the formation of the company, includ-
ing those of or having reference to the preparation and
execution, of the deed, I think it was wrong not to allow
this bill as a debt. . . . Subject to that (the agreement to
tax costs) I think this is admissible, upon the strictest
principle, as a debt under the Winding-up Act, and I come
to that conclusion for this reason: quite independently of
the Winding-up Acts, it has been long ago established ...
that these companies cannot take the benefit of what bas
been done by those who have formed them without thereby
incurring responsibilities to those persons. Now, that
observation, which has been extended to a very great class
of cases under the Winding-up Acts, applies, in my mind
pre-eminently to a solicitor who is doing that without
which the company never could have existed. It is an
old and well known principle in the law that when one

* Terrell v. Hutton, 4 H. L. C. 1091.
22 THE LAW OF PROMOTERS.

person does an act as agent for some other person, though
then quite unknown to that other, if afterwards the latter
adopts the act, it is just the same as if he had authorized
it from the beginning. I think that principle will, with
the help of the 44th article, enable your lordships safely
and distinctly to come to a conclusion here. I am not
certain that it would not have been sufficient without that
article. That which was done for the necessary purpose
of forming the company, or in the prosecution of the
necessary business of the company after it was formed, is
to be treated as a debt of the company, ab initio. If that
is so, then the only question is as to the amount which is
due, because that the appellant did purport to act (whether
with or without authority) as the solicitor of some embryo
company cannot be disputed. The suggestion must go
beyond taxation, because the appellant must establish
ultra taxation, that there are items properly coming
within the description of the 44th article.”

Per Lord St. Leonards: “Then we come to the Wind-
ing-up Act. I cannot feel that there is the slightest
doubt in the description of a creditor there. ‘The word
“creditor” shall include every person having any debt or
demand enforceable against any company in any court of
law or equity, or for non-payment, or non-satisfaction of
which damages could be recovered.’ So that the Winding-
up Act does most expressly provide for what may be called
equitable debts as well as legal debts. Any argument,
therefore, to show that there would be a difficulty, if not
an obstacle, in the way of recovering at law this particular
PRELIMINARY EXPENSES, 23

demand, is of itself a sufficient reason for giving to the
party relief in equity if the demand constitutes an equit-
able debt. The moment you say you cannot recover a
debt at law, assuming it to be a just debt which ought to
be paid out of the assets of the company, it must properly
be recoverable in equity. The intention was to provide
for debts recoverable only in equity, as well as for debts
recoverable at law.”

In Re Tilleard * the special Act of a railway company
enacted that the expenses, costs and charges of obtaining
and passing the Act and preparatory thereto should be
paid by the company, the company was held bound to pay
the costs of the company’s solicitors incurred in relation
to certain projected lines of railway originally intended to
have formed part of the company’s undertaking, but aban-
doned in Parliament by the promoters and not actually
sanctioned by the company’s Act.

Although it was at one time questioned how far, in
strictness, the demand of a solicitor could be made directly
against a company or body not in existence at the time
when the bill of costs was incurred, it is now the habit to
consider this class of demands in the light of continuing
demands for preliminary or preparatory costs; and as
soon as the company’s Act passed a liability from the
company to the solicitors was constituted.t

In any question as to whether costs are payable by a

* 3 De Gex, J. &S, p. 519.
+ See judgment of Lord Justice Knight-Bruce in Re Tilleard, 3

De Gex, J. & S., p. 527.
24 THE LAW OF PROMOTERS.

company, in respect of professional services rendered prior
to its incorporation, it is a material circumstance that the
promoters of the original scheme are themselves amongst
the directors of the company.”

A solicitor who was promoting a railway company in-
duced various persons to sign the subscription contract,
by an assurance that they should incur no liability if the
line was not made. Some of these persons were provi-
sional directors. The Act was obtained, and contained
the usual clause that the preliminary expenses should be
paid by the company. The line was not made, the under-
taking was abandoned and the company ordered to be
wound up. The solicitor carried in a claim as creditor for
professional services in obtaining the passing of the Act.
This claim was opposed by some of the contributories, on
the ground of the before-mentioned assurances : Held,
that the solicitor was entitled to prove, for that the
assurances made by him could only operate as a contract
to indemnify the individuals to whom they were made,
and did not exonerate the company in its corporate
capacity. t

But if it is once established that a solicitor who has
rendered professional services to a company has, notwith-
standing, contracted to hold that company harmless

against all claims whatsoever, including his own, such a

* See judgment of Lord Justice Turner in Re Tilleard, 3 De Gex,
J.&8., pp. 527-8.

+ Inre Brampton and Longtown Ruilway Company, Shaw's Claim,
L. R. 10 Ch. Ap. 177.
PRELIMINARY EXPENSES. 25

contract, whether made with the company directly or
made with persons representing the company, for the
purpose of its enuring to the benefit of the company, is a
sufficient answer to an after-made claim for his services
by a solicitor. However, for a contract of this kind to be
a defence to such a claim by such solicitor, it is essential
that it should be a contract made expressly with the com-
pany ; because, if allowed as a defence at all, it must be
upon the principle, either that the solicitor has under-
taken in a given event not to charge for his work or
labour at all, or that in the same event he has undertaken
to indemnify the company against all claims, in which
latter case a Court of Equity, to avoid circuity of action,
will give effect to the contract of indemnity in the
winding-up without putting the parties to an action of
indemnity which would in the end result in giving back
to the company everything which the company had paid.*

But in another case where a plaintiff had agreed with
the promoters of a railway bill to bear the costs of obtain-
ing and passing it, and the bill was passed and contained
the usual clause, directing payment by the company of
the costs of so obtaining and passing it; to an action for
his costs by the plaintiff, the company pleaded, equitably,
the previous agreement, and the plea was held to be a
good one.t But although an agreement such as in the
case last cited may be proved, namely, that a person has

* See judgment of Cairns, L.C., in Re Brampton and Longtown

Railway Company, Shaw’s Claim, L. R. 10 Ch. Ap. at pp. 180-1.
+ Savin v. Hoylake Railway Company, 1 Exch. 9.
26 THE LAW OF PROMOTERS.

agreed to give services in obtaining an Act of Parliament
for nothing, yet unquestionably there ought to be very
clear evidence to prove that such a contract was made.*
Where the solicitor’s name is actually mentioned in the
prospectus issued by promoters, the question for a jury
will be whether it meant that he was to be employed by
those of the committee who acted, or that he was already
appointed by all whose names were mentioned as their
solicitor, to do all solicitor’s work on their behalf; and
further, what was the business usually transacted by soli-
citors in such undertakings on behalf of the company.f

* Per Mellish, L.J., in Re Brampton and Longtown Railway
Company, L. R. 10 Ch, Ap. p. 188.

t See Reynell v. Lewis, 15 M. & W. 517, et seg. ; Wyld v. Hopkins,
abid.
CHAPTER V.

DIRECTORS’ QUALIFICATIONS FOUND BY PROMOTERS.

In Hay’s Case,* before the formation of a company for
the purchase of certain property, the vendors agreed with
Mr. Hay that he should become a director, they providing
him with the forty shares necessary to qualify him. He
thereupon signed the memorandum of association in re-
spect of forty shares, and became a director, At a meeting
of directors, cheques were drawn on the bankers of the
company and given to the vendors in payment of part of
the purchase-money. One of these cheques being for the
same amount as that due on Hay’s shares, was given by
the vendors to Hay, and was by him paid into his own
bankers. He then drew a cheque on his own bankers,
and gave the cheque to the company in payment of the
sum due on his shares. The company was afterwards
ordered to be wound up. It was held that Hay, being a
director of the company, could not retain money so paid
him by the vendors; that the money had never ceased to
be the money of the company; that there had, in fact,
been no payment by Hay of the money due in respect of
the shares; and that he was liable as a contributory in

* In re Canadian Oil Works Corporation, Hay’s Case, L, R. 10 Ch.
Ap. 593.
28 THE LAW OF PROMOTERS.

respect of these shares. But where the holding of a cer-
tain number of shares is a necessary qualification for a
director, merely acting as a director does not amount to
a contract by the person so acting to take that number of
unpaid shares directly from the company. Accordingly,
in a case where each of the directors of a company was
obliged to hold fifty shares, one Brown, at the request of
the promoter of the company, assented to becoming a
director and attended a meeting; by the direction of the
promoter, who was entitled to a large number of paid-up
shares in the company, paid-up shares sufficient for the
qualification of a director were registered in Brown’s
name; it was here held that any implied contract by
Brown to take shares was fulfilled by his acquiring shares
in that manner, and that, under the circumstances, the
shares registered in his name must be taken to have been
so registered in order to qualify him as a director, or else
that the agreement under which he became a director was
not complied with, and he was not a shareholder.*

In re Disderi & Co.t was a case where, by a private
agreement with a promoter, a director sought to evade
liability, for payment of the shares necessary to qualify
him. In this instance the qualification was fixed at twenty-
five shares, and the directors were empowered to purchase
the business for £170,000 in shares. At Disderi’s request
eight persons agreed to become directors on having their

* In re Metropolitan Public Carriage and Repository Company,
Brown’s Case, L. R. 9 Ch. Ap. 102.
+ L. R.11 Eq. 242,
DIRECTORS’ QUALIFICATIONS FOUND BY PROMOTERS. 29

qualifications found. They were appointed directors, and
their names were entered on the register for twenty-five
shares each. They then passed a resolution to buy the
business for £168,000 in shares, and £2,000 in cash, and
eight cheques were drawn on behalf of Disderi for £250
each, and one of them handed to each of the directors,
who endorsed them, and handed them to the secretary,
by whom they were passed on to Disderi. The shares
were then entered as fully paid-up, and a receipt for
£2,000 was given by Disderi, and entered on the books
of the company.—Held, that it was necessary to the
validity of the contract to purchase the business that the
directors should be previously qualified ; that what bad
occurred subsequently did not amount to payment; and
that, consequently, the directors were properly on the list
of contributories for unpaid shares. Malins, V.C., in his
judgment on this case said: “ Eventually M. Disderi found
five gentlemen ready to hold themselves out to the public
as directors. They were all men in a respectable way of
life, but they all declined to incur any risk whatever.
They were willing to receive fees and dividends, but
under no circumstances were they to embark any capital
in the company, or to incur any liability. . . . I
think that when persons hold themselves out as directors
of a company, the public have a right to infer that they
have embarked their money in the concern.

They say that these shares were part of those decdiueial
to be given to M. Disderi as the consideration for the
purchase of his business ; but that could not be, for there
30 THE LAW OF PROMOTERS.

was no contract to give him anything till they had taken
their shares. Then these gentlemen, who were the mere
creatures, dummies, and nominees of M. Disderi, say that
at a certain meeting they proceeded to consider the con-
tract for the purchase of M. Disderi’s business. Is it
becoming or decent that these gentlemen should say they
have paid up their shares in full, and are therefore en-
titled to elect to be taken off the list of contributories?
Then the question arises whether there has been any
payment upon their shares. For this another business
transaction is brought forward, which, I do not hesitate
to say, is unworthy of a schoolboy, The transfer of
cheques, by which it was carried out, I can call nothing
but a ridiculous farce.” *

In another case,+ a director of an old company, agreed
to be sold to a promoter on behalf of a new company,
was named in the articles of the new company as director,
and though he never applied for shares, fifty, the qualifi-
cation of a director, were allotted to him, and registered
in his name as paid-up shares. The nominal value of the
shares was paid by the promoter, out of cheques given
him on account of his promotion-money, stipulated by the
articles to be paid to him under a false name. The
director never received the certificates or attended board
meetings, or was aware that shares had been allotted to

* See judgment of Malins, V.C., in In re Disderi & Co., L. R. 11
Eq. at pp. 246-8.

t In re Empire Assurance Corporation, Leeke’s Case, L. R. 11 Eq.
100; L. R. 6 Ch, Ap, 469.
DIRECTORS’ QUALIFICATIONS FOUND BY PROMOTERS. 31

him, but he attended an extraordinary board meeting, at
which he described himself as nominal chairman, and
excused himself on the ground of ill-health from taking
part in the affairs of the company. A proxy was used
on his behalf, which he denied having given. Under
these circumstances it was held he was a shareholder for
fifty unpaid shares.

In refusing the application for the removal of Admiral
Leeke’s name from the list of contributories, Sir John
Stewart, V.C., in his judgment in the last cited case, said,*
“The application was supported on two grounds. First,
that he never in fact was a shareholder. Secondly, that if
he ever was a shareholder at all, his shares were fully paid.
As to the first ground, I think it wholly untenable. ...
In support of the second ground reliance was placed on
his having consented to take shares only on the terms of
being fully indemnified, and that the shares which he
took were taken on the footing of their being fully paid
up, and so entered on the register. As usual in cases
where the shares sought to be treated as fully paid, the
case is rested on an agreement to have them so treated,
It is not easy to see what the value in any case can be of
an agreement which is supported by a false entry in the
register, and which in effect defeats the right of the
creditors against the shareholders, even to the limited
extent of liability which the statute prescribes. But in
this case it is said that the shares were paid up, not by
Admiral Leeke, but by moneys supplied for the purpose

* See L. R. 11 Eq. at pp. 105-8,
32 THE LAW OF PROMOTERS.

by Mr. W. G. Lake, the great actor and promoter in the
affairs of these companies. It is said that for his services
in the affairs of these companies it was agreed that a sum
of £10,000 should be paid to Mr. Lake, and that out of
this sum the amount of calls should be paid in respect of
the fifty shares in the Empire Corporation allotted to
Admiral Leeke. Accordingly, without any payment what-
ever having been made, the fifty shares of Admiral Leeke
were entered on the register as fully paid-up. The affidavit
of Mr. Lake fully and clearly states how what he calls the
formal payments were made as to these and other shares.
‘The cheques were in different sums, and bore different
dates, and were given upon the distinct understanding
that the proceeds of each cheque should be again paid
into the company’s bankers prior to another cheque being
cashed, so as formally to make up the payments on the
directors’ shares. It is by this juggle that Admiral
Leeke’s shares are asked to be treated as fully paid up.
That there might be no ingredient wanting to complete
the fictitious nature of the transaction, it was part of the
agreement that Mr. Lake should assume the name of
George Bailey, which was used on these cheques, and they
were endorsed by him in that name. It is impossible to
treat these shares as having been paid up on such an
arrangement as this . . . An agreement among the share-
holders to contribute their capital not in money but in any
commodity, with no criterion of value but the agreement
of the shareholders would make the subscribed capital a
mere delusion... . Although decisions have been cited
DIRECTORS’ QUALIFICATIONS FOUND BY PROMOTERS. 33

to me which seem to warrant a conclusion as to the validity
of such agreements, I do not think they bind me to con-
sider that the shares of Admiral Leeke can be considered
as paid by such a juggle as was here practised. Therefore
the motion must be dismissed with costs.” *

In Carling’s Case,} one Walker entered into an agree-
ment with a person as trustee of an intended company
for the sale to the company of a property for a certain
sum in cash, and a certain number of fully paid-up shares.
The agreement was not to be binding unless adopted by
the company when formed. The company was formed,
and the agreement was set out in the articles. Walker
applied to the appellants to become directors, which they
agreed to do upon his promising to transfer to them fully
paid-up shares to qualify them. They acted as directors,
and adopted the agreement for sale. The number of
shares requisite for the qualification of a director was
five, but after the completion of the purchase thirty paid-
up shares were, by direction of Walker, allotted to each of
the appellants, and they were entered on the register as
holders each of thirty fully paid-up shares, and received
certificates to that effect. An order was afterwards made
for winding-up the company, and Jessel, M.R., settled
them on the list of contributories for thirty unpaid shares
each. On appeal from this decision, it was held that the
appellants, as to the shares allotted to them, stood in the

* Compare herewith Brown’s Case, L. R. 9 Ch. Ap. 102.
+ Inve Western of Canada Oil, Lands, and Works Company, Carling,
Hespeler, and Waish’s Cases, 1 Ch. Div. 115,
D
34 THE LAW OF PROMOTERS.

same position as if those shares had been allotted t
Walker, and transferred to them by him; and that, e
there was no contract between them and the compan
that they would take shares independently of their ac

: cepting certificates stating them to be holders of thes
fully paid-up shares, they could not be placed on the lis
of contributories as holders of unpaid shares; and th
order of the Master of the Rolls was discharged withou
prejudice to any application that might be made agains
them under the Companies Act, 1862, section 165, 0
otherwise, on the ground that they had entered into :
corrupt bargain with Walker. Although directors commi
a very grave and very reprehensible breach of trust ir
accepting a qualification from a person who was a vendo:
to the company, and with whom it would be their duty
to deal as trustees for the company, yet in each case the
facts must be looked at to ascertain whether or not ¢
binding and direct contract with the company was enterec
into to take shares, or whether the only contract betweer
the shareholder and the company was that which arises
from the fact that certificates of the shares as paid-ut
were sent to him, and accepted by him.

Where the case depends upon the existence of a direct
contract between shareholders and the company, the con-
tract must either be approbated or reprobated ; but if the
contract was a contract that they would take paid-ug
shares, it cannot be converted into a contract to take
unpaid shares,

Where the transfer of shares to directors is made
DIRECTORS’ QUALIFICATIONS FOUND BY PROMOTERS. 385

under circumstances which clearly amount to a bribe or
present to them, a breach of trust is constituted, and a
misfeasance in respect of which they would have to
account in exactly the same way, and upon the same
principle, as. if they had received a piece of property, or
a diamond, or a sum of cash ; that is to say, the com-
pany would be entitled to get back from their unfaithful
trustees what they had acquired by reason of their breach
of trust and misfeasance. Under the above circumstances,
the directors would be liable to be called upon under the
165th section of the Companies Act, 1862, at the suit of
the company, or at the suit of any creditor of the com-
pany, to make compensation as the Court should think
ought to be made under the circumstances with respect to
the misfeasance.*

Pearson’s Case was another instance of an application
to make a director liable for misfeasance under the 165th
section of the Companies Act, 1862. Sir Edwin Pearson,
a director of the Caerphilly Company, received from one
of the promoters a number of paid-up shares sufficient to
qualify him, and then took an active part in carrying out
a conditional contract for the purchase by the company
of a colliery belonging to the promoters, and for purchas-
ing and working which the company was formed. It
appears that this Caerphilly Colliery Company was got
up or promoted by certain individuals, of whom a Mr.

* See judgment of James, L.J., in Carling’s Case, 1 Ch. Div. 115.
+ Inre Caerphilly Colliery Company, Pearson’s Case, 4 Ch, Div. 222 ;
5 Ch. Div. 336.
D2
36 THE LAW OF PROMOTERS.

William Hannam was one, Messrs. Moore and Delatorr
apparently being the others, and a Mr. Bridell, a persor
whose name was made use of, as an agent or trustee fo:
them. These three promoters were actual vendors to the
company of the colliery, for working which the company was
formed. By a contract dated the 3rd April, 1869, which was
in substance contemporaneous with the Memorandum anc
Articles of Association dated the 6th of April of the same
year, the colliery was to be sold to the company partly fo
cash and partly for a certain number of paid-up shares;
and it further appears by the Articles of Association of
the company that, as regards paid-up shares, share war-
rants were to be issued in accordance with the terms of
the Companies Act, 1867. It further appears that Mr.
William Hannam endeavoured to obtain directors to carry
out this arrangement, which no doubt was a highly bene-
ficial one for him; and among other persons he applied
to Sir Edwin Pearson, who consented to become a director
of the company. Sir HE, Pearson admitted that he assisted
Mr. Hannam very much in getting up the company, and
that he expected to be paid for his services. So that the
arrangement between Sir Edwin Pearson and the person
whom he knew (as proved in evidence) to be a promoter
of the company, and into whose actual position he did not
inquire, but who really was one of the principal vendors
to the company, was that this person gave Sir E. Pearson
twenty-five share warrants, part of the purchase-money for
the property, to enable him to act as a director at the board
to carry out this very contract for the sale to the company
DIRECTORS QUALIFICATIONS FOUND BY PROMOTERS. 387

at a very large profit. Vice-Chancellor Bacon having
ordered Sir E. Pearson to pay to the official liquidator the
sum of £125 in respect of these shares, Sir E, Pearson
appealed; the Court of Appeal, however, affirmed the
judgment of Vice-Chancellor Bacon.

Jessel, M.R., in his judgment on this case said: “Can
Sir Edwin Pearson be allowed to say in a Court of Equity
that he, having received a present of part of the purchase-
money, and being knowingly in the position of agent and
trustee for the purchasers, can retain that present as
against the actual purchasers? It appears to me that,
upon the plainest principles of equity and good conscience
he cannot. Whether the purchase was or was not an advan-
tageous one for the company,—whether the property which
they purchased at this large profit was or was not worth
the increased price they paid for it, is a question wholly
immaterial for us to consider; he cannot, in the fiduciary
position he occupied, retain for himself any benefit or
advantage that he obtained under such circumstances.
He must be deemed to have obtained it under circum-
stances which made him liable, at the option of the cesturs
que trust, to account either for the value at the time of
the present he was receiving, or to account for the thing
itself and its proceeds if it had increased in value. The
company elect, on the present occasion, to ask to charge
hit with the value of the twenty-five share warrants at
the time of their delivery.” *

* See judgment of Jessel, M.R., in Pearson’s Cuse, 5 Ch. Div. at
pp. 340-1.
38 THE LAW OF PROMOTERS.

Where, as in the case just cited, by the contract of
purchase, half or a large proportion of the purchase-money
is to be taken in fully paid-up shares, it is an element in
the consideration of the value of the shares to be charged
to the director accepting the same, but not conclusive
evidence that such shares are worth their full nominal

value.*

* See judgment of Jessel, M.R., in Pearson’s Case, 5 Ch. Diy.
341.
CHAPTER VI.

CONTRACTS AND LIABILITIES OF PROMOTERS.

In the case of Riley v. Packington * the defendant was
associated with one Whitehead and others in the forma-
tion of a public company. At a meeting of the projectors,
of which the defendant was chairman, a resolution was
passed that the prospectus then read, and marked with
the initials of the defendant, be approved and printed for
private circulation; and at a subsequent meeting, of
which also the defendant was chairman, a further resolu-
tion was passed, “that the prospectus as altered and
marked with the chairman’s initials, be approved as the
prospectus of the company, and that the same be printed
for circulation and advertised at the discretion of White-
head as early as possible.” Whitehead employed the
plaintiffs to print the prospectus, showing them the ini-
tiated copy, and telling them that he was authorized by
the defendant to get it printed. The prospectus when
printed was delivered at the office of the company, and
was adopted and circulated by the defendant. There was
an arrangement, not communicated to the plaintiffs, be-
tween the defendant and Whitehead that all expenses of

*L. R.2C. P. 536.
40 THE LAW OF PROMOTERS,

forming the company, down to the allotment of shares,
were to be borne by Whitehead. Under these circum-
stances it was held, that there was evidence from which
the jury might infer that Whitehead had authority to
pledge the defendant’s credit for the printing.

In Maddick v. Marshall,* as in the case just cited,
there was a private arrangement as to the payment of the
preliminary expenses; but the argument founded upon
that fact was not allowed to prevail; and if the resolu-
tion itself had been shown to the plaintiffs at the same
time as the representation of authority was made, the
present case would not be distinguishable from Maddick
v. Marshall.

"If one man, by his conduct, has clothed another with
apparent authority to contract, he is bound.+

In Scott v. Lord Ebury t the solicitor and secretary of
a projected railway company, by authority of the pro-
moters, and by means of a cheque signed by two of them,
obtained from the plaintiff an advance of £500, to be
applied in payment of parliamentary fees, upon an agree-
ment expressing that it was ‘to be repaid out of the calls
on shares.”’ An Act authorizing the construction of the
railway passed, the promoters being named therein as the
first directors; and at a meeting subsequently held the
directors passed a resolution that the acts of their solicitor
and secretary should be adopted and confirmed, No

* 160. B. (N.S.) 387.

+ Per Montague Smith, J., in Riley v. Packington, L. R. 2. P. at
. 543, tL. R.2C. P, 255.
CONTRACTS AND LIABILITIES OF PROMOTERS, 41

shares were allotted or calls made, and the undertaking
was not proceeded with. It was held that the advance
was made upon the personal responsibility of those who
signed the cheque, and that the subsequent adoption of
their acts by the directors did not alter their position.
The foregoing case, however, was decided at Common
Law, and in the face of a recent decision would now pro-
bably be otherwise decided in equity.*

In Earl of Shrewsbury v. North Staffordshire Railway
Company + the promoters of a railway company con-
tracted with a landowner, being a peer of Parliament, to
pay him £20,000 personally for his countenance and sup-
port in obtaining their Act, such sum to be independent
of the ordinary payment for land, severance, and other
usual compensation, After the passing of the Act the
directors of the company, when formed, ratified the con-
tract, but having doubts whether, under the Lands
Clauses Act, the landowner was entitled to the money
personally, they covenanted by deed to pay interest upon
the amount, which was to be retained by the company or
paid into Court. A separate agreement stipulated for the
quantity of land to be taken for the railway, and the
amount to be paid by the company. It was held that the
original contract and the contract by the directors after
the formation of the company to pay a sum of money for
countenance and support previously given in procuring
the Act, were ultr& vires of the company, and could not

* See Spiller v. Paris Skating Rink Company, 7 Ch. Div., 368.
+ L. R. 1 Eq. 593.
42 THE LAW OF PROMOTERS.

be enforced against the company as payment of expenses
of obtaining the Act, under the 65th section of the Com-
panies Clauses Act or otherwise. The doctrine laid down
by Lord Cottenham, that a company after formation is
bound by the contracts of its promoters, was, in this case,
disapproved of; and, so far as it applies to anything to be
done which is ultr&d vires of the company must be con-
sidered as overruled. Doubtless Lord Cottenham carried
the doctrine in question beyond its legitimate limit; but
the modern doctrine is that after formation a company
may either adopt or ignore the acts or contracts of its
promoters ; but, if it elects to adopt them, the company
will be prevented in equity from adopting the beneficial
part of the contract and rejecting the burden. The
Metropolitan Board of Works are “promoters” within
section 183 of the Lands Clauses Act, 1845, and may be
liable to an action in respect of any deficiency in the
poor rate caused during the construction of their works
by their acquisition of rateable land in a parish. It would
seem that persons intrusted with the construction of public
works under Acts which incorporate the Lands Clauses
Act, 1845, are, in the absence of special circumstances,
“promoters” within section 133 of that Act. Section 133
applies if it appears that the works when constructed
may, in part or in whole, be the subject of beneficial
occupation.* Further, section 133 of the Lands Clauses
Consolidation Act, 1845, provides that “if the promoters
of the undertaking become possessed by virtue of this or
* Wheeler v. Metropolitan Board of Works, L, R. 4 Ex. 303.
CONTRACTS AND LIABILITIES OF PROMOTERS. 43

the special Act, or any Act incorporated therewith, of any
lands liable to be assessed to the poor’s-rate, they shall,
until the works shall be completed, be liable to make
good the deficiency in the assessments for poor’s-rate by
reason of such land having been taken or used for the
purposes of the works.” But it has been held that the
promoters are not liable under this section to be rated to
the relief of the poor in respect of such lands.*

* Corporation of London v. Churchwardens and Overseers of St.
Andrew, Holborn, L. R. 2 C. P. 574.
CHAPTER VII.

RECOVERY OF DEPOSIT ON SHARES FROM PROMOTERS,

In acase where the promoters of a company issued a pro-
spectus stating that deposits would be returned if no allot-
ment of shares was made, but no allotment ever took place,
it was held that this statement did not bind monies con-
sisting mainly of these deposits, standing in a bank to the
credit of the company, with a trust or lien in favour of
the depositors, as against creditors of the company ; and a
demurrer was allowed to a bill by depositors seeking to
restrain creditors from attaching the monies under a
garnishee order. But an action may be brought by de-
positors upon applications for shares in an abortive com-
pany, in which no allotment of shares has been made on
behalf of themselves and all other depositors,*

Vice-Chancellor Wood, in his judgment in the case just
cited, said :—“ The plaintiffs say, not only that these pro-
moters are liable as for money had and received, but that
they have no authority to deal with it otherwise than
upon the trust by which it was to be returned to the
depositors. Eut if the object had been to create a lien of
this kind, the obvious way of doing so would have been

* Moseley v. Cressey’s Company, L. R. 1 Eq. 405.
RECOVERY OF DEPOSIT ON SHARES FROM PROMOTERS. 45

to have said in the prospectus that there would be a lien
on the deposits until the company was established, or that
it was to be set apart as a trust fund in the names of the
trustees, to be returned in the event of the company not
being established. Nothing of this kind was done here,
nor was that the contract. The contract was—‘ You are
to pay so much per share when you apply for shares,’
Payment to the company’s bankers to the account of the
company made the monies ipso facto part of the com-
pany’s assets. . . . . The directors have allowed the
money to be paid to the credit of the company, they being
liable to an action for money had and received.”

But although in this case it was held that monies lying
in the bank to the credit of the company were not im-
pressed with a trust or lien in equity in favour of the
depositors, yet the case of Walstab v. Spottiswoode * shows
that depositors have a legal remedy for the return of their
deposits.

A contract to take shares in a company cannot be set
aside because it was founded on a prospectus which con-
tains exaggerated views of the advantages of the company,
but does not contain any material mis-statement of fact.
Where, therefore, a prospectus stated that a certain inven-
tion which it was the object of the company to work had
been tested, and that according to the experiments the
material could be produced at a specified cost, but that it
was intended to test the invention further, and the inven-
tion turned out worthless, and it appearing that there had

* 15M. & W. 501.
46 THE LAW OF PROMOTERS.

been some testing, it was held that this was not such a
misrepresentation as would enable a purchaser of shares
to set aside the contract.*

The reason of the foregoing decision is, “ that anybody
who looks at a prospectus understands that the thing is
coloured, in the sense that everything is put forward in
the most favourable view it can be.” t

Nothing, however, will justify a statement that is
totally false, and if a material statement is made which
is untrue, upon the faith of which a person takes shares,
he is entitled afterwards to come to the company and
require those shares to be cancelled, and the payment he
has made on them returned to him.

On a claim to have shares in a company returned, a
plaintiff must make out a case of having been fraudu-
lently deceived, and also of having sought redress within
a reasonable time. As the shares in point of fact do not
exist, all a plaintiff can require is the repayment of his
deposit ; for which purpose the proper mode is an action
at law, which he can maintain if he has merits in the
case. t

Where a plaintiff, having been struck off the register
of a company by an order of the Court, on the ground of
excess in the objects of the company, as shown by the
Memorandum registered after he became a member, over

* Denton v. Macneil, L. R. 2 Eq. 352.

+ Per Turner, L.J., in Kisch v. Central Railway of Venezuela, 34
L. J. (Ch.) 545,

{ Per Lord Romilly, M.R., in Denton v. Macneil, L, R. 2 Eq. at
pp. 355-6.
RECOVERY OF DEPOSIT ON SHARES FROM PROMOTERS. 47

those stated in a prospectus on the faith of which he took
shares, filed a bill for the return of his deposit-money
against the directors who issued the prospectus, and the
company, not alleging fraudulent intention, a demurrer by
the company was allowed, on the ground that the money in
their hands was not impressed, with a trust. A demurrer
by the directors also allowed, on the ground that mere
excess of authority by an agent does not constitute equit-
able fraud, and that any relief in such case must be at
law.*

In his judgment in Stewart v. Austin, Lord Romilly,
M.R., said: “I allow the demurrer of the directors, as well
as of the company, on the simple ground that it is not
fraud in the view of this Court where a person takes your
money for a given purpose, and then, without your autho-
rity, applies it to a larger and more extensive purpose
which he may think equally for your benefit, or, indeed,
better for you; not attempting to apply it to his own use,
but merely applying it to purposes which you have not
authorized. That may be the case of an agent exceeding
his authority, and being liable for breach of his duty; but
it is not fraud in this Court.” f

In Henderson v. Lacon} a prospectus was issued giving
the names of seven persons of position (not the subscribers
to the Memorandum), one of them of considerable local
influence, as directors, and stating that “the directors and
their friends have subscribed a large portion of the capital,

* Stewart v. Austin, L. R. 3 Eq. 299.
+ L. R. 3 Eq. at p. 307. { LR. 5 Ey, 249,
48 THE LAW OF PROMOTERS.

and they now offer to the public the remaining shares,
The facts were that the directors had subscribed for, nomi-
nally, only ten shares each, and actually nothing, for the
shares agreed to be allotted to them were fully paid-up
shares, for which they paid, and were, by a private arrange-
ment with a promoter, afterwards repaid out of the £2500
agreed to be given to such promoter. The number of
shares taken by “friends” of the directors—treating the
word as persons who became subscribers through their
influence—consisted only of 140, which were taken by
one frm. The whole number of shares taken was 762,
and agreed to be taken 430 (out of an advertised capital
of £25,000 in 2500 shares). The plaintiff applied, on the
faith of the above prospectus, for fifty shares, which were
allotted to him, and on which he paid £25 deposit, and
£75 allotment money. The directors admitted that the
prospectus was issued by their authority. It was held that
the statement in the prospectus was a clear misrepresen-
tation, which overthrew the contract between the plaintiff
and the company; and that, as the statement related to
the directors’ own acts, they must be fixed with a guilty
knowledge of the misrepresentation. Between the filing
of the bill and the hearing of a motion for an injunction
to stay proceedings in an action upon a call, the company
had been ordered to be wound up: Held, that the plaintiff
was entitled to payment of his £100 (but without interest)
and costs against the directors and (notwithstanding the
winding up) against the company; to have his name re-
moved from the register of shareholders ; to an injunction
RECOVERY OF DEPOSIT ON SHARES FROM PROMOTERS. 49

to restrain the company from taking further proceedings
on the judgment; and from instituting any other pro-
ceedings against the plaintiff in respect of his having been
a shareholder, with liberty to proceed as he might be ad-
vised in the winding-up matter in respect of the payment
of his £100 and costs.
CHAPTER VIII

MISREPRESENTATION, FRAUD, AND CONCEALMENT BY
PROMOTERS IN PROSPECTUS OF COMPANY.

A GoNTRACT to take shares in a company cannot be
set aside because it was founded on a prospectus which
contains exaggerated views of the advantages of the com-
pany, but does not contain any material misstatement of
fact.* The reason for this is, that anybody who looks at
a prospectus understands that it is coloured, in this sense,
that everything is put forward in the most favourable
view it can be.+ In order to entitle a party to rescind a
contract, it is sufficient to show that there was a fraudu-
lent representation as to any part of that which induced
him to enter into the contract. But when there has been
only an innocent misrepresentation, it is not ground for a
rescission, unless it was such as that there is a complete
difference in substance between the thing bargained for
and that obtained, so as to constitute a failure of consi-
deration. t

* Denton v. Macneil, L. R. 2 Eq. 352.

+ See observations of Turner, L.J., in Kisch v. The Central Rail-
way of Venezuela, 34 L. J. (Ch.) 545.

t Kennedy v. Panama, &c., Royal Mail Company, Same v. Kennedy,
L, RB. 2 Q. B. 580.
MISREPRESENTATION BY PROMOTERS IN PROSPECTUS. 51

Heymann v. European Central Railway Company *
was a case where, though certain transactions between
the “concessionaire” of the railway and some of the
directors were omitted from the prospectus, yet the same
contained no misrepresentations. Under the particular
circumstances of the case it was held that there was no
such suppression of material facts in the prospectus as to
entitle a person who had been induced by it to take shares
in the company to be relieved from them. It would seem
from this case, that a shareholder who institutes a suit to
be relieved of his shares on the ground of misrepresenta-
tion more than three months after he has discovered the
misrepresentation, loses his right to relief by his delay.
A contract induced by fraudulent concealment and mis-
representation of important facts by directors in their
prospectus is voidable, not void.t

Moreover a plaintiff cannot be relieved on the ground
of misrepresentation in the prospectus on a bill filed
after the commencement of a winding-up.{ The width of
the language of the 38th section of the Companies Act,
1867, is calculated to alarm those concerned in the forma-
tion and proniotion of companies, but the Courts have
decided that the said section is applicable only for the
protection of shareholders in the company, and creates no

* L. R.7 Eg. 154.

+ In re Overend, Gurney & Co., Ex parte Oakes & Peek, Oakes v.
Turquand, L, R. 3 Eq. 576; L. R. 2 H. L. 325.

t Kent v. Freehold Land and Brickmaking Company, L. R. 4 Eq.

588; L. R. 3 Ch. Ap. 493.
E2
52 THE LAW OF PROMOTERS.

statutory duty towards bondholders of the company or
others for breach of which an action on the statute will
lie. The section creates no statutory cause of action, but
merely amounts to a declaration that, as between share-
holders and those issuing the prospectus, the latter shall
be deemed to have acted fraudulently.*

In Gover’s Case t a person named Mappin agreed with
the owner of a patent to purchase the patent for £65,000,
to be paid partly in cash and partly in the shares of a
company to be formed by Mappin. Three months after-
wards Mappin made an agreement with a trustee for an
intended company to sell the patent to the trustee for
£125,000, payable partly in cash and partly in shares
in the company. Shortly afterwards the company was
formed, Mappin being a director. A prospectus was
issued which did not mention the first agreement for pur-
chase. Miss Gover applied to have her name removed
from the list of shareholders of the company, on the
ground that the prospectus did not contain the date of,
and the parties to, the said contract between Mappin and
the owner of the patent. Vice-Chancellor Bacon decided
that, as Mappin had not been shown at the date of his
contract with the owner of the patent to have been a
promoter of, or in a fiduciary position towards, the com-
pany afterwards formed, the omission from the prospectus
of all notice of that contract was not fraudulent within the
meaning of the 38th section of the Companies Act, 1867 ;

* Cornell v. Hay, Same v. Massey, Same v. Torrens, L. R. 8 C. P. 328.
+ 1 Ch. Div. 182.
MISREPRESENTATION BY PROMOTERS IN PROSPECTUS. 53

and also that, independently of the said Act of 1867,
neither the omission from the prospectus of the agree-
ment with the owner of the patent nor the increased price
charged by Mappin on his sale to the company of the
patent, afforded any ground, under the Companies Act,
1862, section 35, for releasing shareholders who took their
shares in ignorance of these circumstances. It would
seem, that if Mappin had been an actual promoter of the
company at the time of the contract, so as to bring the
case within section 38, the remedy given by that section
for fraudulent omission was against the delinquent pro-
moter, personally, and not against the company, by re-
moving the name of the shareholder, who had taken his
shares on the faith of the prospectus, from the register.*
In ve Royal Victoria Palace Syndicate, Moore &
De La Torre’s Case,t was an instance of promoters being
held contributories to the extent of their misrepresenta-
tion. Here, an undertaking having been set on foot for
the purchase and alteration of a theatre, a partnership
consisting ot more than seven members was formed for
the purpose. Two of the promoters being members,
issued a circular, in which was contained the following
statement :—“The entire remodelling, redecorating, and
refurnishing will cost £12,000, and of this sum £5000
only remains for subscription.” The partnership having
been ordered to be wound up, as an unregistered com-
* See In re Coal Economising Gas Company, Glover's Case, L. R,

20 Eq. 114; 1 Ch. Div. 182,
+ L. BR. 18 Eq. 661.
54 THE LAW OF PROMOTERS.

pany, under the 200th section of the Companies Act,
1862, the two promoters were settled on the list of contri-
butories for all the balance of the unsubscribed-for capital -
wp to £12,000. .

Craig v. Phillips * was another case under the Com-
panies Act, 1867, section 38. The plaintiff and defendant,
being both interested with others, in mines which required
the use of coal, defendant, on the 26th March, 1878, wrote
to the plaintiff amongst others, a letter, mentioning a
property consisting partly of smelting works and partly of
a colliery then for sale, recommending it as a first-class
investment, and offering it to the plaintiff and others in
the terms of a prospectus about to be issued. The latter
mentioned the capital of, and number of shares in, a com-
pany proposed to be formed for working the businesses.
On the 10th May, 1873, defendant contracted to purchase
the property for £16,000, in cash, to be paid by instal-
ments. By another agreement, dated the 29th May,
1873, defendant agreed to sell the property to two
persons, expressly as trustees for the intended company
for £23,000 in cash, also to be paid by instalments. On
the 2nd June, 1873, a prospectus was issued in which the
name of the defendant appeared as managing director
and in which the contract of the 29th May of the same
year was the only one referred to; and on the 9th June
plaintiff agreed to take 200 shares of £5 each in the com-
pany, which was duly registered in the following July.
The plaintiff instituted a suit, in which he prayed for a

* 3 Ch, Div, 722.
MISREPRESENTATION BY PROMOTERS IN PROSPECTUS. 55

declaration that he was induced to take the shares by the
fraud and deceit of the defendant, contending that the
contract of the 10th May ought to have been specified in
the prospectus. However, the omission in the prospectus
of mention of the said contract of the 10th May was held
not fraudulent within the meaning of the 38th section of
the Companies Act, 1867; and inasmuch as upon the
evidence the statements in the letter and prospectus did
not amount to misrepresentation, either within the know-
ledge of the defendant, or in fact, the bill was dismissed.
Twycross v. Grant * was also an action brought by the
plaintiff under section 38 of the Companies Act, 1867, to
recover the amount paid by him on certain shares taken
by him in the Lisbon Steam Tramways Company, Limited,
on the ground of the fraud of the defendants (who were
promoters of the company), in omitting from the pro-
spectus two contracts entered into by them as promoters
—the one a contract between the defendants Clark and
Punchard and the Duke de Saldanha for the purchase of
concessions for tramways which the company was after-
wards incorporated to make and work; the other a con-
tract between the defendants Clark and Punchard and the
defendant Grant, as to certain payments to be made by
Clark and Punchard to Grant in consideration of his ob-
taining for them a contract from the company for the con-
struction of the tramways, by means of which fraud the
plaintiff had been induced to take the shares, which
proved worthless, The jury found that these contracts
* 20. P. Div. 469,
56 THE LAW OF PROMOTERS.

were material to be made known to the intended share-
holders of the company. The Common Pleas Division
and the Court of Appeal held that the contracts ought to
have been specified in the prospectus, and that the de-
fendants were liable. The words “knowingly issuing”
in section 88 mean intentionally issuing a prospectus
without inserting the contracts which are required by
that section to be specified, although they are omitted
under the bond fide belief that it is unnecessary to specify
them.*

Persons who purchase property and then create a com-
pany to purchase from them the property they possess,
stand in a fiduciary position towards that company, and
must faithfully state to the company the facts which
apply to the property, and would influence the company
in deciding on the reasonableness of acquiring it. And
when promoters clearly stand in a fiduciary position to a
company, and not only avoid making a complete disclo-
sure, not only conceal material facts, but also misrepresent
material facts, there can be no binding coutract on the
company. t

In Phosphate Sewage Company v. Hartmont,} certain
persons who were owners of a concession from a foreign
government combined together to form a company to

* Per Cockburn, C.J., Bramwell and Brett, L.JJ., in Twyeross v.
Grant, 2 C. P. Div. at pp. 491—546.

+ New Sombrero Phosphate Company v. Erlanger, 5 Ch. Div, 73 ; 3
App. Cases, 1218.

£5 Ch. Div, 394,
MISREPRESENTATION BY PROMOTERS IN PROSPECTUS. 57

purchase the concession, knowing at the time that through
their default it was voidable and liable to forfeiture. The
owners and others who were promoters of the company
fraudulently sold the concession, being aware of the in-
firmity of the title, to trustees for the intended company,
and it was transferred to the company by the trustees,
who were to be paid a portion of the purchase-money for
their share in the transaction. The solicitors for the
vendors, who were also solicitors for the company, con-
cealed the invalidity of the title, and the trustees neglected
to require evidence to establish the title. Upon a bill
filed by the company against the vendors of the conces-
sion, the promoters, the trustees, the directors, and the
solicitors, it was held that the owners and promoters must
repay the whole purchase-money ; that the trustees who
received money in the nature of a bribe for neglecting
their duty must repay what they had so received; and
that all the defendants, including the solicitors, must pay
the costs of the suit. In every case where a prospectus
is issued to invite persons to become shareholders in a
projected company, the public are entitled to have the
same opportunity of judging of everything material to a
knowledge of the true character of the undertaking as the
promoters themselves possess.*

When the allotment of shares is completed, the office of
the prospectus is exhausted, and a person who has not
become an allottee, but is only a subsequent purchaser

* Venesucla Railway Company v. Bish, L, I. 2 H. L. 99,
58 THE LAW OF PROMOTERS.

of shares in the market, is not so connected with the
prospectus as to render those who issued it liable to in-
demnify him against the losses which he had suffered in

consequence of his purchase.*

* Peek v. Gurney, L, R. 13 Eg. 79; L. R. 6H, L, 377.
CHAPTER IX.

PROMOTION MONEY.

PROMOTERS will be allowed any moneys to which they
may fairly be entitled; but a secret agreement between
them and vendors of property to the company will inva-
lidate their claim. The Articles of Association of a banking
company with a nominal capital of £1,200,000 in 60,000
shares, of which the prospectus stated that the first issue
would be 30,000, empowered the directors to commence
business as soon as they thought fit, notwithstanding the
whole capital might not have been subscribed for; and
provided that upon the first allotment of shares £10,000
should be paid to the promoters. Six weeks after the
formation of the company, 5319 shares only having been
subscribed for, of which 800 were subscribed for by four
directors, the directors allotted the shares, and paid £5000
to the promoters, of which £2000 was, in pursuance of an
agreement made before the formation of the company, but
not noticed in the Articles of Association, applied in paying
the deposits on the 800 shares of the four directors. The
concealment of the agreement between the promoters and
the four directors was held to release the shareholders

from their contract with the promoters contained in the
60 THE LAW OF PROMOTERS.

articles, and also that in making the allotment of shares
the directors could not, under the circumstances, be con-
sidered to have exercised their discretion bond fide; and
on these grounds a claim by the promoters in the winding-
up of the company for the balance of the £10,000 was
disallowed,*

All persons who enter into a company must be taken to
know the contents of the Articles of Association, and are
bound by a contract contained in those Articles ; but when
an agreement is stated in the Articles of Association, the
whole of that agreement should be stated; there ought
not to be a sub-agreement, of which the public know
nothing, and of which no inkling can be obtained until a
later period.t+

Promoters cannot insist upon the performance of a con-
tract respecting which they have not divulged the whole
truth to the world, and of which they have pressed the
completion and accomplishment for their own personal
benefit.t

In Madrid Bank v. Pelly,§ before the company was in
a situation to commence business, the directors allotted
the shares and paid £5000 to the promoters, who imme-
diately paid to four of the directors £500 apiece. The
company having been ordered to be wound up, in a suit
by the official liquidator, in the name of the company

* Inve Madrid Bank, Ex parte Williams, L, R. 2 Eq. 216.

+ Per Lord Romilly, M.R., in Ex parte Williams, L. R. 2 Eq. at
p. 218,
tf Llid. § L. R. 7 Eq. 442.
PROMOTION MONEY. 61

against the directors, to which the promoters were not
patties, it was held that the directors could not be charged
with the money paid to the promoters, but that each of
the four directors must repay to the company the £500
received by him from the promoters.

Where a company in course of liquidation is ordered to
pay costs, such costs are not to be proved as a debt in
the winding-up, but are payable in full out of the assets
of the company.*

In Bank of Turkey v. Ottoman Company +t a suit was
instituted on behalf of the Bank of Turkey, praying relief
on the footing that a payment for promotion money made
by their directors to the Ottoman Company was a breach
of trust ; the Court refused to restrain the Ottoman Com-
pany (which was a limited company being voluntarily
wound up) by interlocutory injunction from dealing with
the money or dissolving the company: the right to such
money being the question to be decided at the hearing,
and there being no admission of a trust so as to entitle
the plaintiff company to an order for payment of the
money into Court. According to the statement of the
bill the Bank of Turkey, Limited, was formed in October,
1865, having been projected by certain of the directors of
the Ottoman Company, Limited, formed in 1862; the
prospectus of the Bank of Turkey being thus headed :—
“The Ottoman Company, Limited, invite applications for
the capital of the Bank of Turkey, Limited.” The Articles
of Association of the Bank of Turkey contained the follow-

* Madrid Bank v. Pelly, L. R. 7 Eq. 442. + L. R. 2 Eq. 366,
62 THE LAW OF PROMOTERS.

ing clause :—“In their management of the business of
the company the directors without any further power or
authority from the shareholders, may do the following
things, viz., they may and shall pay out of the funds of
the company such sums as they shall think proper to be
paid in satisfaction of all costs, charges, and expenses not
hereinbefore provided for, and which shall have been or
shall be hereafter incurred or sustained in or about the
formation and establishment of the company, or the ob-
taining the capital, or in any other matter in relation
thereto ; and they may appropriate and pay such reason-
able amounts by way of commission, or otherwise, as they
may think fit, to any person or persons in respect of any
services performed, or benefits derived by or through such
person or persons, in relation to the formation or bringing
out of the company.” According to the allegations of the
bill a secret arrangement was made between the defen-
dants, who were directors of both companies, that the
Bank of Turkey should pay £5000 to the Ottoman Com-
pany as promotion money, or “in consideration of being
introduced to the public.” In December, 1865, pursuant
to a resolution of the directors, a cheque for £5000, in
consideration of services alleged to have been rendered by
that company in recommending the Bank of Turkey to
the public, was delivered to the Ottoman Company, and
paid out of the funds of the Bank of Turkey. The bill
alleged that the £5000 was paid without any considera-
tion by the influence of Farley, Palmer, and Barnes, three
of the directors, not for the purpose of bond fide promoting
PROMOTION MONEY. 63

the interests of the bank, but in order to benefit the
Ottoman Company, and the above-named defendants per-
sonally. The defendants Farley, Palmer and Barnes, were
directors of both companies, and the two companies had
the same secretary. The payment of the £5000 was never
communicated to the shareholders, and was not known to
them until 1866, when the bank, which had never com-
menced business, was voluntarily wound up. The bill
alleged that under the circumstances this payment was
not warranted by the Articles of Association, and was a
breach of trust on the part of the directors of the bank,
of which the Ottoman Company had full notice. Sir W.
Page-Wood, V.-C., in giving judgment, said : “I should be
the last person in the world to throw out any expression
which would sanction those monstrous agreements for pro-
motion money, of which the proprietors know not a word
when they subscribe their money ; but here the share-
holders must be taken to have known the contents of the
Articles of Association, by which the directors were em-
powered to pay such reasonable amount by way of com-
mission in relation to the formation of the company as
they might think proper; and looking at the enormous
amounts which have been paid for promotion money, this
£5000 does not seem to be such a very appalling sum.
Any shareholder of ordinary intelligence looking at the
prospectus would form a pretty shrewd guess that the
Ottoman Company were the persons through whom the
bank had been formed and brought out. Apart from the
merits, notice of the vote for this payment, and of the
64 THE LAW OF PROMOTERS.

cheque for £5000, is recorded in the books of the com-
pany.” *

The promoters of a company, who were also directors,
purchased land and sold it to a company at an increased
price, retaining the difference for themselves. Part of the
purchase-money was paid in debenture bonds. After the
company had gone into liquidation, Larking, a director
but not one of the promoters, purchased one hundred of
the debentures at 25 per cent., for which he claimed to
prove. Malins, V.-C., held that Larking, as a director,
could not plead ignorance of the purchase by which the
shareholders were defrauded; that, having been in the
position of a trustee for the shareholders, he could not, by
the purchase of debentures after the insolvency, make a
profit out of a transaction which, as such trustee, he ought
to have prevented, and that the claim must be disallowed.
On the claim being heard by the Court of Appeal the
matter was compromised on the terms of the official liqui-
dator paying to Larking the amount which he actually
paid for the debentures, with interest from the date of
purchase. t

In Bagnall v. Carlton { the plaintiffs were a joint stock
company which was formed for the purpose of purchasing
and working a colliery and ironworks formerly the pro-
perty of J. Bagnall, deceased. Before the company was
formed J. Bagnall’s trustees entered into negotiations

* L. R 2 Eq. at pp. 369-70.

+ Inve Imperial Land Company of Marseilles, Ex parte Larking, 4
Ch. Div. 566. { 6 Ch. Div. 371.
PROMOTION MONEY. 65

with Richardson, a financial agent, to get wp a company
for the purchase of the property for about £300,000.
Richardson applied to Carlton, and Carlton made an
arrangement with Grant upon the terms stated below.
Two contemporaneous agreements were signed, by one of
which the trustees agreed to sell the property to a trustee
for the company for £300,000; and by the other, which
was called in the pleadings the secret agreement, the
trustees agreed with Carlton that he should bring out the
company or forfeit £20,000; and that they should pay
£85,000 for commission and risk. On the same day
Carlton agreed with Grant that Grant should take the
whole risk of bringing out the company, and should
receive £60,000 and Carlton £25,000 of this bonus.
Duignan & Co., the vendors’ solicitors, were to receive
£1500 from the tenant for life of the property if the pur-
chase was completed. The company was established, the
first directors being found by Richardson; and Duignan
& Co. became the solicitors of the new company. The
prospectus and articles referred to the agreement for the
purchase of the property, but made no mention of the
agreement between the vendors and Carlton, or of any of
the arrangements relating to it. The purchase-money
was paid to the vendors, who paid out of it £85,000 to
Carlton, of which he gave £60,000 to Grant and £10,000
to Richardson. The directors were not informed by
Duignan & Co., or any other person, of the agreement
between the vendors and Carlton; but some time after-
wards they discovered it, and thereupon called a general

Ww
66 THE LAW OF PROMOTERS.

meeting of the company to consider the subject. The
result was that a bill was filed by the company against
the vendors and against Richardson, Carlton, Grant, and
Duignan & Co., praying that the purchase might be re-
scinded, or that the defendants might be held lable to
repay all the profits which they had made by the trans-
action; the plaintiffs offering to allow expenses properly
incurred and a fair commission. Before the cause came
to a hearing the plaintiffs compromised the suit with the
vendors, receiving from them £31,000 as the price of not
insisting on the purchase being rescinded. The suppres-
sion in the prospectus of the agreement between the
vendors and Carlton was held to be unjustifiable; and
that the defendants Richardson, Carlton, and Grant were
in a fiduciary relation to the intended company, and there-
fore could not be allowed to retain any profit which they
had made without disclosing it to the company. Also that
the compromise with the vendors did not affect the claim
of the plaintiffs against the defendants Richardson, Carl-
ton and Grant, and that they had no claim to any allow-
ance in respect of the £31,000 paid by the vendors on
such compromise. But the Court of Appeal varied the
decision of Malins, V.C., to this extent that the defendants
Richardson, Carlton and Grant were entitled to be allowed
their expenses properly incurred in bringing out the com-
pany; and that although they would not have been en-
titled to any commission unless the plaintiffs had offered
to allow it in their bill, the plaintiffs could not retract
their offer, and a fair commission must be allowed, Further,
PROMOTION MONEY. 67

that although Duignan & Co. had acted improperly in
concealing from the company the agreement between the
vendors and Carlton, they ought to have been dismissed
from the suit when the plaintiffs elected not to rescind
the purchase; and inasmuch as Duignan & Co. had acted
in the matter with no fraudulent intent, the Court dis-
missed the suit against them without costs up to the time
of the compromise, and with costs as to all subsequent
proceedings.

In re Hereford and South Wales Waggon and En-
gineering Company * was a case where by an agreement
made between the vendor of certain ironworks and two
promoters, it was agreed that if the latter succeeded
within three months in getting up a company for the
purchase of the ironworks at a valuation, they should, out
of the purchase-money, receive £1500. By an agreement
dated a few weeks later, the vendor agreed with one of
the promoters, as trustee for the company, that the com-
pany should buy the ironworks at a valuation. The two
promoters did not get up a company within the three
months, but after some time they formed a company with
seven shareholders, who were also the directors. These
shareholders were not informed of the agreement to pay
the two promoters the £1500. The company was regis-
tered, and by the Articles of Association the agreement
for the purchase of the property at a valuation was
adopted, and it was provided that the directors should
pay all expenses incurred in the getting up and registering

* 2 Ch, Div. 621.
r2
68 THE LAW OF PROMOTERS.

the company. However, very few other shares were ap-
plied for, none were allotted and the company was wound
up. The two promoters claimed in the winding-up remu-
neration for their services both before and after the com-
pany was formed, and the valuer claimed his charges for
valuing. It was decided that though the two promoters
might not have a legal claim as to services before the
formation of the company, they would have had a good
equitable claim, so far as the company derived benefit
from them, and would have a legal claim as to services
rendered after the formation of the company, but that the
concealment of the agreement as to the £1500 constituted
a fraud, and that as the shareholders had been by fraud
induced to join the company, and as the company had
received no benefit from the services of the two promoters,
they could not claim from the company remuneration for
those services. The claim of the valuer was decided to be
against the two promoters only.

The costs of a solicitor incurred in getting up a com-
pany, and, after its incorporation, in obtaining the subse-
quent Acts, are costs incurred on account of the promotion
- of the company within the 5th section of the Railways
Abandonment Act, 1869, and as such are not payable out
of the bond given for the completion of the railway.*

In Emma Silver Mining Company v. Grant,t by an
agreement between the vendors of a mine and Grant, a
financial agent, the vendors agreed to sell the mine to a

* Inve Barry Railway Company, 4 Ch. Div. 315.
+ 11 Ch. Div. 918.
PROMOTION MONEY, 69

company to be formed by Grant for its purchase at the
price named, and that Grant should receive 20 per cent.
of the amount of the allotted capital of the company. By
a second agreement between one Park, the agent of the
vendors, and Dean (a nominee of Grant), described as
agent of the intended company, Park agreed to sell the
mine to the company for the price mentioned in the
former agreement, but no reference was made to the per-
centage which Grant was to receive. Shortly afterwards
the company was formed; the Memorandum of Associa-
tion and prospectus, which were settled by Grant, stated
that its object was to carry out the second agreement and
for the purchase and working of the mine, but they con-
tained no reference to the first agreement, under which
Grant received the amount therein agreed upon. Grant
secured the services of the first directors, provided their
qualifications, and launched the company. In an action
by the company to make him liable for what he had
received without the knowledge of the company, Grant
was held liable for the amount of the secret profit which
he had made; but, that in estimating the amount of
such profit, he was entitled to be allowed all sums bond
fide expended in securing the services of the directors and
providing their qualification, and in payments to the
brokers and officers of the company and to the public
press in relation to the company.
INDEX.

—

ABORTIVE COMPANY,
no partnership between persons associated to form, 10
promoters of, not partners, even where property bought for purposes
of company, 11 =

ACTION,
right of, against promoters where compauy does not fulfil engage-
ments entered into on its behalf by such promoters, 3
for contribution by promoter, requisites for, 11, 12
to recover sum paid on deposit of shares, 19

AGREEMENT

by or with promoter not embodied in Act of Parliament, or Articles
of Association, void unless in some way acted on, or adopted,
expressly or impliedly, 8

of promoters must also be intra vires of company as constituted, 2d.

by promoters in nature of bribes not only ultra vires but illegal, 2d.

to buy off personal influence ultra vires, ib.

to give services for nothing must be clearly proved, 26

with promoter by director to evade liability for qualification, 28

see observations as to, to have shares treated as fully paid, 31

for paid-up shares as qualification when supported by false entry in
register, 7).

ASSETS OF COMPANY,
payment to company’s bankers of deposits makes such monies part
of, 45
and where company in course of liquidation is ordered to pay costs,
same are payable in full out of, 61

BREACH OF TRUST
constituted where transfer of shares made to directors under circum-
stances which amount to a bribe or present, 34, 35
remedy for, given by 165th section of Companies Act, 1862, 2d.
by directors in payment of promotion-money, 61
72 INDEX.

CALL,
payable primarily by promoters only will not be directed in a winding-
up, 17
motion for injunction to stay proceedings in action upon, where mis-
representation by directors, 48

COMPANY,

contracts of promoters not, as of course, binding on, 1

may, however, by a new agreement, with assent of parties dealing
with promoters to substitution of liability, adopt contract of pro-
moters, 2

snot fulfilling engagements entered into for them by their promoters,
right of action against promoters, 3

may, in equity, ratify contract made by its promoters when company
non-existent, 4

restrained in equity from reaping benefit of promoters’ contract with-
out also performing stipulation agreed to by them, 7d.

may so ratify and adopt a contract, not at first binding upon it, as
to make it so, 6

capacity of, to ratify or adopt acts of its promoters, 7. Sce ULrra
VIRES.

acquiescence of shareholders in transactions beyond scope of, will not
render same legal, 9

may enter into contracts not (forbidden by instruments, and not
merely those specially authorised therein, 2b.

abortive. See ABORTIVE CoMPANY.

preliminary expenses of. Sec PRELIMINARY EXPENSES.

not exonerated in corporate capacity where indemnity given to indi-
vidual shareholders, 24

CONTRACT,

right of action against promoters if company does not fulfil, entered
into by them on behalf of company, 3

company may, in equity, ratify, made by its promoters when com-
pany non-existent, 4

court of equity will restrain company from reaping benefit of pro-
moters’, without also performing stipulation agreed to by them, 7.

though not at first binding upon company, may be so adopted and
ratified by it as to become so, 6

to give services for nothing requires clear evidence to prove it, 26

merely acting as director does not amount to, to take qualifying
number of unpaid shares directly from company, 28
INDEX. 73

CONTRACT—continued.
by directors to take fully paid shares cannot be converted into one to
take unpaid shares, 34
must either be approbated or reprobated, 7,

CONTRACTS OF PROMOTERS

not, as of course, binding on company when formed, 1

made on behalf of non-existent company, at promoters’ risk of
future adoption, 7d.

adoption of, by company, 2

ratification of, by company, 3, 6

right of action against promoters if company does not fulfil, 3

company restrained from reaping benefit of, without performing
stipulations agreed to by them, 4

not at first binding upon company, may become so, 6

for instances of promoters being held responsible for contracts entered
into on behalf of company, see 40, 41

company must adopt or ignore, 42

company cannot adopt benefit and reject burden of, 7b.

CONTRIBUTION,

action for, not maintainable by promoter against fellow-promoters,
unless willing account be taken of expenses incurred by all the
promoters, 11

in action for, not sufficient that promoter rests his claim upon par-
ticular transaction in which he was engaged, but should be an offer
that expenses of all concerned be borne pari pass, ib.

material offer in claim for, 7b.

those promoters who incur direct joint liability come under an
implied liability inter se, 14

promoters liable to, irrespectively of the state of accounts amongst
themselves, 7.

semble, that an action will lay at law for, against the representatives
of deceased co-promoters, 15

COSTS,

in any question as to, payable by company for services rendered
prior to incorporation, it is a material circumstance that promoters
of original scheme are amongst directors of company, 23, 24

against directors and company in action for recovery of deposit and
allotment monies on ground of misrepresentation in prospectus, 48

are payable in full out of the assets of a company in liquidation
ordered to pay same, and are not to be proved as a debt in the
winding up, 61
74 INDEX.

COSTS—continwed.
of solicitor in getting up company, being promotion expenses, are not
payable out of bond for completion of railway, 68

DEPOSIT ON SHARES,

recovery of, from promoters, 44-49

statement that, returnable if no allotment made, held not to bind
monies consisting of deposits with a trust on lien in favour of
depositors as against creditors, 44

action for recovery of, may be brought by depositors where company
abortive, on behalf of themselves and all other depositors, 45

payment of, to company’s bankers constitutes same company’s assets,
a.

legal remedy for recovery of, ib.

directors paying, to credit of company, liable to action for money had
and received, 7d,

DIRECTOR,

merely acting as, does not amount to contract to take qualifying
number of unpaid shares directly from company, 28

registration of compulsory number qualifying shares in name of, held
sufficient under circumstances to satisfy implied contract to oe
shares by such director, 7d.

agrecing with promoter to evade liability for qualification, held share-
holder of unpaid shares to amount of qualification although same
registered in his name as paid up, 30

where there is no contract between, and company, independently of
accepting certificates as holder of fully paid-up shares, such director
cannot be made contributory as holder of unpaid shares, 34

receiving qualification in fully paid shares as a present is liable to be
proceeded against under section 165 Companies Act, 1862: 35

is guilty of breach of trust in accepting qualification from vendor to
company, 34

receiving from promoter paid-up shares as qualification ordered to pay
full value of shares, 37

criterion of value of shares to be charged against, 38

DIRECTORS’ QUALIFICATIONS
found by promoters, 27-38
director held liable as contributory to extent of shares given for,
27, 28
merely acting as director held not to bind such director to take
qualifying number of unpaid shares directly from company, 28
INDEX. 75

DIRECTORS’ QUALIFICATIONS—cuntinued.,

sce as to private agreement between director and promoter to evade
liability for, 28, 29

director held shareholder for qualifying number of unpaid shares
where he was unaware of allotment of shares to him, 30, 31

where directors consented to become such only on condition of re-
ceiving paid-up shares to qualify them, held they could not be
made contributories as holders of unpaid shares, 33, 34

but might be proceeded against under section 165 Companies Act,
1862, 2b.

as to criterion of value to be charged against director receiving fully
paid-up shares as,°38

FRAUD,
not alleged, demurrer to action for return of deposit allowed, 46, 47
excess of authority in agent, not equitable, 47
suit for declaration that contract induced by, 55
action to recover amount paid on shares on ground of, 7d.
in selling concession liable to forfeiture, 57

INDEMNITY,
alleged, by promoters, to persons signing subscription contract not
enforced in winding-up, by directing call payable primarily by the
promoters only, 17
given by solicitor to individual subscribers to company held not to
exonerate company in corporate capacity, 24

JURY,
question for, as to liability of members of acting or managing com-
mittee of promoters where their names appear in prospectus, 15
see as to question for, where a promoter has acted in relation to
scheme, 7b.
see as to question for, where solicitor’s name mentioned in prospectus,
26

LIABILITY OF PROMOTERS. See Contracts or PromMoTers.
to action if company does not fulfil engagements entered into for them
by their promoters, 3
if credit given to one promoter and private arrangement amongst
themselves as to bearing expenses of formation of company not
communicated to plaintiff, 40 ‘
INDEX,

LIABILITY OF PROMOTERS—continwed.

if one of them, by his conduct, has clothed another with apparent
authority to contract, 40

see as to, on cheque signed by them on which advance obtained from
plaintiff, 2d.

to action for deficiency of poor rate, 42

MISREPRESENTATION,

innocent, not ground for rescission, 50

must be of material facts in prospectus, 51

action to be relieved of shares on ground of, must be brought within
three months, 7b.

relief on ground of, not granted after commencement of winding up,
ib.

promoters held liable to extent of, 53

statements in Ictter and prospectus combined held not to amount
to, 55

PERSONAL REPRESENTATIVE

of promoter, action for contribution against, 14, 15

PRELIMINARY EXPENSES,

an original allottee of shares in abandoned undertaking not liable to
pay, 18

nor members of provisional committee of promoters, 2b.

managing committee not liable for, as a body, but each liable solely
for his own particular engagements, 7b.

promoters cannot expend deposits in payment of, 19

what fees allowed as, 19, 20

as to solicitor’s, see 20-23

solicitor’s costs considered as continuing demands, 23

as to contract by solicitor with company to forego remumeration for
his services, see 24, 25

very clear evidence required to prove such contract made, 25, 26

PROMOTERS,

definition of term, 1

status of, 1-6

validity of engagements of, 7-9

contribution between, 10-17. Sce CoNTRIBUTION.

not partners, 10

even where property bought for purposes of company, 11
rights of, inter se (see that title), 10, 17

preliminary expenses of, 18-26. Sce PRELIMINARY EXPENSES.
INDEX, 77

PROMOTERS—continued. _
directors’ qualifications found by, 27-38. See Directors’ QuALIFI-
CATIONS.
contracts and liabilities of, 39-43 (sce respective titles)
persons hold to be, 42
recovery of deposit on shares from, 44-49. Sve DEpostT oN SHARES.
misrepresentation by, 50-58. Sce MISREPRESENTATION,
fraud by, 50-58. See Fravn.
concealment by, 50-58.

PROMOTION MONEY,

secret agreement between promoters and vendors to company will
invalidate promoters’ claim to, 59

concealment of agreement for, between promoters and directors held to
release shareholders from contract with former, 7b.

claim by promoters in winding-up for balance of, disallowed, under
circumstances, 60

sub-agreement as to, not contained in Articles of Association invali-
date contract, 7d.

premature payment of, to promoters by directors, 7b.

directors ordered to repay, to company received from promoters, 61

order for payment of, into Court refused where no admission of
trust, 7d.

alleged breach of trust by directors of one company in payment of, to
another, 7.

contract as to, in Articles of Association, binds shareholders, 63

omission of agreement as to, 65

offer by company to allow fair amount for, enforced, 66

expenses bond fide incurred, allowed as, 7b.

shareholders not informed as to agreement to pay, 67

costs of solicitor incurred in getting up company, held to be, and as
such not payable out of bond for completion of railway, 68

instance of agreement that promoter should receive 20 per cent. of
amount of allotted capital of company, 69

ordered to be repaid, but see as to deductions allowed to promoter, ib.

PROSPECTUS,

statement in, that deposits returned if no aliotment made, effect of on
monies in bank to credit of company, 44

containing exaggerated views of advantages of company not sufficient
to set aside contract to take shares, 45

person looking at, must expect same to be coloured to certain extent,
46

excess of objects in memorandum over those stated in, 47
78 INDEX.

PROSPECTUS—continued.

effect of false statement in, by directors, that they had subscribed
large portion of capital, 7b.

contracts omitted from, but no suppression of material facts, 51

misrepresentation in. See MisREPRESENTATION,

concealment of contracts in. Sce PROMOTERS.

fraud in. Sce Fravp.

contract induced by concealment and misrepresentation in, voidable,
not void, 51

no relief on ground of misrepresentation in, after commencement of
winding-up, 7d.

not mentioning first agreement for purchase, 52

contracts which ought to be specified in, 52-55

statements in, held not to amount to misrepresentation, 55

see as to omissions from, 52-56

meaning of ‘‘ knowingly issuing,” 56

must give public same opportunity of judging of true character of -
company as the promoters possess, 57

office of, exhausted when allotment of shares completed, 7b.

purchaser of shares in market not so connected with, as to render
issuers liable for losses, 58

QUALIFICATION. See Directors’ QUALIFICATIONS.

RATIFICATION. Sce Company, ConTRAcTs or Promoters.
RECOVERY OF DEPOSIT. (Sce Deposit on SHARES,

RESCISSION OF CONTRACT,

exaggerated views of advantages of company in prospectus not ground
for, to take shares, 50 :

but a material misstatement is, 2b.

fraudulent representation in any part of that which induced person
to enter into contract ground for, 7b.

innocent misrepresentation not ground for, 2b.

unless sufficent to constitute failure of consideration, 7d.

RIGHTS OF PROMOTERS “INTER SE,”
promoters who incur direct joint liability come under implied liability
inter se, 14
the liability of co-promoter to promoter who has paid entire debt
is to contribute an aliquot part only, 7b, See CONTRIBUTION.
INDEX. 79

SHARES. See DEposir on SHAREs.

contract to take, not set aside for mere exaggeration in prospectus, 45

will be cancelled where false statement made inducing to take
same, 46

requisites in claim to have, returned, ib.

applied for on faith of statement in prospectus, 48

allottee of, in abandoned undertaking, cannot be made a contri-
butory, 18

allottee of, in abandoned undertaking, not liable for expenses, %d.

person who has not become an allottce of, not so connected with
prospectus as to render issuers liable for losses, 58

STATUS OF PROMOTERS,

contracts of promoters not binding, as of course, on company when
formed, 1

consequently promoters solely liable on contracts made on behalf of
non-existent company, unless company by a new agreement adopt
same, 1, 2

and in order that promoters’ contracts may be adopted, must be
intra vires of company when incorporated, 2

engagements of promoters not embodied in, or provided for, either
in Act of Parliament or Articles, even though within scope of com-
pany as constituted, not enforceable by or against company unless
in some way adopted by it, 7.

company restrained in equity from reaping benetit of promoters’ con-
tracts without also performing stipulation agreed to by them, 4

decided in recent case that company can ratify, in equity, contract
made by its promoters before its existence, 7b.

distinction between cases where sought to shift burden of promoters’
contracts over to company, and where company have ratified and
acted upon such contracts, 5, 6

contract not at first binding upon company, may become so, 6

TRUST,
or lien, not established in favour of depositors as against creditors over
deposits in bank standing to credit of company, 44
where no admission of, company held not entitled to payment of pro-
motion money into court, 61

ULTRA VIRES,
definition of, 7
as affecting promoters’ engagements, 7d.
contracts of promoters which are, invalid, 7.
80 INDEX.

ULTRA VIRES—continued.
agreements in nature of bribes not only, but illegal, 8
latest tendency in applying doctrine of, 9

WINDING-UP,

as to when call, payable primarily by promoters only, will not be
directed in, 17

recovery of deposit and allotment monies from company notwithstand-
ing, 48

but no relief on ground of misrepresentation in prospectus on action
brought after commencement of, 51

promoters held contributories to extent of their misrepresentation
in, 53

repayment of promotion money to company in, 61

where company in liquidation ordered to pay costs, same are not
provable as a debt in, but are payable in full out of assets of com-
pany, 2b.

claim by promoters for remuneration in, disallowed on ground of
fraud, 68

THE END.

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te E tY A
INDEX: OF SL SUBJECTS.
PAGE PAGE
ADMINISTRAPS RS ae ~g yCOMMER a :
alker 5 ak wel SS yh am 5.
ROMA: ‘taws =a ¥ 4 COMMONMAW— 4s. 7
ones .. i sled, Sg ndermaur. .
Kay. 2 1... 1 1 1 1 a7 | COMMON PLEAS DIVISION, Practice
Smith . . eye “23h _ of —

ARTICLED CLERKS—~
See STUDENTS.

ADM EELINGS “Lioyt noe a4

ASSAULTS— . Me
See MAGISTERIAL LAW.
BALLOT ACT—
Bushby Byes} 33
BANKRUPTCY a a “} i Seuhe
Baldwin... . .. I 5
Ringwood. . 15

BAR EXAMINATION JOURNAL | 39

BIBLIOGRAPHY _ 40,

BILLS OF LADING—

Campbell » 2. 2 1. 1 ww
Kay. . ae Sh Seth
BILLS OF SALE—
Baldwin... 2. 1. 1 ww 5
Indermaur . : ie Nias en» ey MS,
Ringwood. . 15
BIRTHS AND DEATHS REGIS. .
TRATION “! Tada
‘Flaxman .
BUILDING LEASES ‘AND "CON.
TRACTS— [) 3) 0°44 are aS
Emden. . . woe. $°

CAPACITY—

See PRIVATE INTERNATIONAL
LAW.

CAPITAL FUNISHMENT-.- seas °
Copinger .°-.: ‘4, 42

CARRIERS— Bec
See RAILWAY LAW.

s,s SHIPMASTERS.. .

CHANCERY DIVISION, Practice’ of +
Brown’s Edition of Snell bo "tae cs 2S
Griffith and Toreend eee
Indermaur. - eas eshte, 2G
Williams . . e Acar sz,
And See EQUITY.

CHARITABLE te ais=
Cooke 0" oe es FO
Whiteford. . e % 26

CHURCH AND CLERGY- -

Brice. 9

CIVIL LAW—S¢e ROMAN, LAW, :

CODES—Argles ... 82

COLLISIONS AT SEA—Kay . - 7
COLONIAL LAW—

 

 

Canad@, « 2 « © «© «© « € 938)
Cape Colony. . 2. 1. 1 . 738
Forsyth. 2 oe ee eee 4
New Zealand Wace S 5 8 B84
New Zealand Statutes . 7. . 18
Tarring . . ...... 4!

_ Griffith and Loveland . . . 6
COMPANIES ae

ee r 16
LL ley. aT 17
Reifiyie it tegade 5 C 29
Smith 39
Watts . . - 47
1 See MAGISTERIAL Law.
‘ COMPEN SATION— se
Browne. . . . . . .. . 19
Lloyd . . tg
_ COMPULSORY PURCHASE
f Browne. . ... gi- & . 9
CONSTABLES—

See POLICE GUIDE.
CONSTITUTIONAL LAW AND
HISTORY—

Forsyth . . i ae eS
Taswell- ‘Langmead Be: ee, BE
Thomas. . . ae eo 128
CONTRACTS— a '
Kay, tte edie ao Sa a OE,
CONVEVANCING—
» Copinger, Title Deeds. .'. . 45
” Copinger, Precedents in ..17:! .» 40
Deane, Principles of. a 125
Williams . . 2... 2... 7
COPYRIGHT—
Copinger . . os Be ee BS
CORPORATIONS —
"O°Brice 7s, ee ae S16
Browne .: 6 e = FO
COSTS, Crowe ‘Office—
. 41
| covenants’ FOR Tithe 2
Copinger . . ‘i » + 45
OR OF A, SHIP—
‘ 17
CRIMINAL LAW—
Copinger woe ee 42
Harris... - 27
"See MAGISTERIAL LAW.
CROWN LAW—
Forsyth: 2 8 © a % « 4 « Hq
gC ee Se an ro)
Kelyrg. . . oe ee 35
Taswell- -Langmead | 8 ee
Thomas. . o 2 . 28
CROWN PRACTICE—.” ° 7
Corner... » . 10
CUSTOM AND- ‘USAGE—
Browne. .... ewe a AO
~ Mayne . ot a 2 ve 38
CUSTOMS— i

‘See MAGISTERIAL LAW:

 

 
 

 

 

 

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 5
IN DEX OF- SUBJECT ECT S—comtinteca,
PAGE iP.
DAMAGES— GAME LAWS—Locke. . . “32

Mayne. . Re ae Sk See MAGISTERIAL LAW. :
DICTIONARIES—_ , HACKNEY CARRIAGES—

Brown . hee E a hcgey TB See MAGISTERIAL LAW.
DIGESTS— HINDU LAW—

Law Magazine Quarterly Digest . 37 Coghlan , ., ager 28

Menzies’ Digest of Cape Reports. 38 Cunningham '. . 38 and 42
DISCOVERY— Mayne . i ae at 38

Griffith’s Judicature Acts . . .. 6 Michell . 44
DISTRICT REGISTRIES— HISTORY—

Simmons . . ey 6 Braithwaite 8 18
DIVORCE—Harrison a ee ee Taswell-Langmead . 21
DOMICIL— HY POTHECATION—

See PRIVATE INTERNATIONAL Kay . 17

LAW. INDEX TO PRECEDENTS—
DUTCH LAW .. 38 ‘Copinger ‘ 4 40
EUGUESTASTICAL- LAW INFANTS—

Brice... s = wig Simpson. . 43

Smith . . a & a0 #123 si el et aages
EDUCATION ACTS Joyce . IW

See MAGISTERIAL LAW. INSTITUTE OF THE LAW
ELECTION LAW end PETITIONS— . Brown’s Law Dictionary _ 26

_ Bushby . 33 | INTERNATIONAL a ae

Hardcastle. . : 33 Clarke . : 44

O'Malley and Hardcastle ‘i 33 Foote , 36

Seager . : : 47 Law Magazine | ; 37
EQUITY— INTERROGATORIES “AND pIs-

CHoyce Cases . 35 COVERY—

Pemberton . 32 Griffith and Lovelarid’s Edition | of |

Snell sp doe Rg ey 2. the Judicature Acts . . . « 6
. Williams . . 2... . . 7 | INTOXICATING LIQUORS—
EVIDENCE— See MAGISTERIAL LAW.

See USAGES AND CUSTOMS. JOINT STOCK COMPANIES—
EXAMINATION OF STUDENTS— See COMPANIES.

Bar Examination Journal ; - 39 | JUDICATURE ACTS—

Indermaur . . 24nd 25 Cunningham and Mattinson Po Wy,
EXECUTORS— Griffith . es 6
73 Walker. . . 6 Indermaur . 25

| EXCHEQUER DIVISION, Practice of Kelke . : 6

“| <___Griffith and Loveland 6 JURISPRUDENCE—Forsyth 3 14

EXTRADITION—_ . JUSTINIAN’S : NeRENES = }

Clarke . : 44 Campbell . ‘ 47

> See MAGISTERIAL. LAW. Harris . -'Y 30
FACTORIES— LANDS CLAUSES CONSOLIDA-

See MAGISTERIAL LAW. TION ner
FISHERIES— Lloyd 13

See MAGISTERIAL LAW. LAND, IMPROVEMENT OF, by ;
FIXTURES— Buildings—

Brown . . oe, 33 Emden. .:. Se eth ast <a 8
FOREIGN LAW LATIN MAXIMS * 28

Argles . . 32 | LAW DICTIONARY—

» Dutch Law 38 Brown .. 26
,. Foote 36 | LAW MAGAZINE and REVIEW. 37
_ Harris . 47 | LEADING CASES—

FORGERY— CommonLaw. . . 2
See MAGISTERIAL LAW. | Constitutional Law . 2
FRAUDULENT GONVEVANCES=- Equity and Conveyaneing é 25.

May 29 Hindu Law. 28
‘GAIUS. INSTITUTE aan sg LEADING STATUTES—

Harris . § ous 20 Thomas ; 28

 

B2

 
’

 

 

4 STEVENS &

HAYNES, BELL YARD, TEMPLE BAR.

 

INDEX OF SUBJECT S—continued.

PAGE

LEASES—
Copinger. . 45
LEGACY AND SUCCESSION—
Hanson. .” 10

LEGITIMACY AND MARRIAGE—
See PRIVATE INTERNA-
|. TIONAL LAW.
LICENSES—
See MAGISTERIAL LAW.
LIFE ASSURANCE—

Buckley . . eo Ray
Reilly 29
LIMITATION OF ACTIONS—
Banning, . 42
LIQUIDATION with : CREDITORS—
Baldwin. . x & RB « FB
Ringwood . . 2 oe 15
And see BANKRUPTCY:
LLOYD’S BONDS . se Ca A
LUNACY—
Williams . - wake oe

MAGISTERIAL cw
Greenwood and Martin.
‘MALICIOUS INJURIES— .
_ See MAGISTERIAL LAW.
MARRIAGE and LEGITIMACY—
Foote .. 36
MARRIED WOMEN’ S PRO-
PERTY ACTS—
Bromfield’s Edition of Griffith
MASTER AND SERVANT—
See SHIPMASTERS & SEAMEN.
MASTERS AND SERVANTS—
See ee LAW.
MERCANTILE LAW . so) « 82
Cam pbell a » 9
See SHIPSLASTERS ant SEA:
ME

46

40

ae STOPPAGE INTRANSITU.
‘MERCHANDISE MARES y
Daniel . . . © 6 ow 42
.MINES— :
Harris .
See MAGISTERIAL LAW.
‘“MORTMAIN—
See CHARITABLE TRUSTS. “
NATIONALITY—
« Se PRIVATE.INTERNA-
TIONAL LAW. = /
NEGLIGENCE—" ;
* Campbell i) 2 ie - 40
NEW’ ZEALAND— 7)! oe
Jurist Journal and | Repotta : of x8
‘ Statutes .- .- so. . 18
‘OBLIGATIONS— =: ;
«* _Brown’s Savigny. . . 0... 20
‘PARLIAMENT— - ‘ ‘
_ Taswell- Banga) ie le <p BT
© Thomas. . eG Es 28

47

 

PARLIAMENTARY aoe oe

PAGE

Browne. . . 19
PARTITION—
Walker . +. 43
PASSENGERS—
See MAGISTERIAL LAW.
»» RAILWAY LAW.
PASSENGERS. AT asians
Kay. eh 17
PATENT CASES—
Higgins. . 12
PAWNBROKERS—
See MAGISTERIAL ‘LAW.
PERSONATION anp IDENTITY—
Moriarty F 14
PETITIONS IN CHANCERY AND
LUNACY—
Williams 7
PILOTS— 5
Kay. . aes 17
POLICE CUIDE— ’ he
., Greenwood and Martin. . . . 46
POLLUTION OF RIVERS—
Higgins. . Pa 30
PRACTICE BOOKS—
Bankruptcy
Companies Law .. 29 and e
Compensation . . » 13
Compulsory Purchase 19
Conveyancing . . . . . 4 45
Damages : a BI
Ecclesiastical Tare 9
Flection Petitions .. ne » 38
_ Equity; .. _ + J, 22 and 32
| High Court of Justice 6 and 25
Injunctions . 2. EE
Judicature Acts 6 and 25
Magisterial . ati - . 46
Pleading, Precedent of 7
Privy Council . - » » 44
Railways . . ee ah eh
Railway Commission 19°
Rating . i 19
Supreme Court of Judicature |
6 and 25
PRECEDENTS OF PLEADING—
Cunningham and Mattinson |’ 7
PRIMOGENITURE—
Lloyd! 3 ge ee » 13
PRINCIPLES—
Brice (Corporations) . 16
Browne (Rating) . 19
Deane (Conveyancing) . 23
Harris (Criminal eo '27
Houston (Mercantile) | 32
Indefiaur : en tai *, 24
Joyce (Injunctions) . . , ‘3 a ET
Ringwood (Bankruptcy) See 5
‘Snell (Equity) NES 22

 

 
 

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 5

 

INDEX OF SUBJECTS—continued.

PRIORITY—
Robinson . ‘ qi
PRIVATE INTERNATIONAL LAW_
Foote . . 3 36
PRIVY COUNCIL—
Michell . ie
PROBATE—
Hanson.
Harrison
PROMOTERS—
Watts ..
PUBLIC WORSHIP—
Brice . ss 9
QUARTER SESSIONS—
o~ Smith (F.J.).. 6
QUEEN’S BENCH DIVISION, ‘Practice
of—
Grifith and Loveland . . . . 6
Indermaur. . 25
QUESTIONS FOR STUDENTS—
Aldred . P

44

10
23

47

21

Bar Examination Journal ‘ 39
Indermaur . eos 25
Waite . . 22
RAILWAYS.—
Browne. . 19
Godefroi and Shortt - 14
Goodeve . . 29
See MAGISTERIAL LAW.
RATING—
Browne. 19
REAL PROPERTY—
Deane . . 23
Tarring . 26
REGISTRATION—
Flaxman (Births and Deaths) . 43
Seager (Parliamentary) . 47
REMINISCENCE—
Braithwaite 18
REPORTS—
Bellewe . 34
Brooke. . . 35
Choyce Cases . - 35
-Cooke . 2. 2. = ar 535
Cunningham . sw ot B4
Election Petitions 33
Finlason . 32
Gibbs, Seymour Will Case 10
Kelyng, John . So 35.
Kelynge, William 35
Reilly 29
Shower (Cases i in "Pailiament). 34
ROMAN DUTCH LAW—
| Van Leeuwen. . , - 38
ROMAN LAW—
Brown’s Analysis of Se 20
Campbell . 47
Harris . 20

PAGE
| SALVAGE—

32 3

 

PAGE

qos 14
SAY G 2 e = « 17
SANITARY ACTS—
See MAGISTERIAL LAW.
SEA SHORE—
Hall. . . 30
SHIPMASTERS ‘AND. SEAMEN—
Kay. é 17
SOCIETIES—
See CORPORATIONS.
STAGE CARRIAGES—
See MAGISTERIAL LAW.
STAMP DUTIES—
Copinger . . » . 40and 45
STATUTE OF LIMITATIONS—
Banning «3 - 42
STATUTES—
Hardcastle . 9
New Zealand . 18
Thomas. . 28
STOPPAGE IN TRANSITU—
Campbell . . . 2 OG
Houston i ak a ee SD
Kay. . See a OEY
STUDENTS’ BOOKS . 20—28, 39, 47
SUCCESSION DUTIES—
Hanson. . . 10
SUCCESSION LAWS—_
Lloyd . . 13
SUPREME COURT OF JUDICA-
TURE, Practice of—
Cunningham and Mattinson . . 7
Griffith and Loveland . . . . 6
Indermaur . e Bick oe 5
TELEGRAPHS—
See MAGISTERIAL LAW.
TITLE DEEDS—
Copinger 45
TOWNS IMPROVEMENTS— _
See MAGISTERIAL LAW.
TRADE MARKS—
Daniel . . . . 42
TREASON—
Kelyng. . 7 35
Tadwell ‘Langmead . 21
TRIALS—Quteen v, Gurney 32
ULTRA .VIRES—
Brice 16
USAGES AND CUSTOMS—
Browne . " 19
Mayne . 38
VOLUNTARY CONVEYANCES—
. 29
WATER "COURSES—
30

iggins
WILLS CONSTRUCTION or”
Gibbs, Report of Wallace v.

Attorney-General . 10

 

 
 

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ee

 

 
 

 

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THE IMPROVEMENT OF LAND BY, AND THE :
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TOGETHER WITH THE
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WITH NOTES AND! THE LATEST CASES ‘UNDER THE VARIOUS SECTIONS.
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- '\ By ALFRED EMDEN,

setae The OF THE INNER TEMPLE, ESQ.,; BARRISTER-AT-LAW. ~~

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| perspicuous..... It. may be said without hesitation that they have been dealt with in a manner which

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“This is a careful digest of a branch of the law’ which, so far as we know, has not yet been fully
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‘Mr. Emden’s very useful handbook, which supplies a desideratum long felt by lawyers, architects,
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‘From the point of view of practical utility the work cannot fail to be of the greatest use to all who
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before doubtful will become quite comprehensible.” —City Press. ‘

 

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Building Leases, Building Contracts,” &c.. By ALFRED EMDEN, of the Inner
' Temple, Barrister-at-Law. :
_" There is a copious index to the work, and the architect and surveyor who require to be well informed
up to present date in the Statute Law will obtain this Supplement to Mr, Emden’s valuable handbook.”
—Building News. :

 

¥

 
 

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 9

In one volume, royal 8vo, price 3os., cloth,

THE ‘LAW RELATING TO THE ee 4
SALE OF GOODS AND COMMERCIAL AGENCY.

By ROBERT CAMPBELL, M.A.,

OF LINCOLN’S INN, BARRISTER-AT-LAW; ADVOCATE OF ‘THE SCOTCH BAR}
AUTHOR OF THE ‘LAW OF NEGLIGENCE,” ETC.

 

_“* His book will, we are convinced, prove of great service as a thoughtful and clear exposition of a branch
of law of practical interest, not only to the legal profession, but also to the merchant, the shipper, the
underwriter and the broker, and to the mercantile community in general. The ‘I'able of Contents is
anal tical and remarkably full ; being, in fact, almost an Index within an Index."—Zaz Magazine.

* Notwithstanding the existence o' the works referred to by the author in his preface, he has produced
a SNE which cannot fail to be of utility to practising Jawyers, and tg increase his own reputation.”—,
rage es. 4 Ree :

In one volume, 8vo, 1879, price 20s., cloth, : is

A TREATISE ON THE RULES WHICH GOVERN

THE CONSTRUCTION AND EFFEC
OF STATUTORY LAW. :

WITH AN APPENDIX
OF CERTAIN WORDS AND EXPRESSIONS USED IN STATUTES, WHICH
HAVE BEEN JUDICIALLY OR STATUTABLY CONSTRUED,

By HENRY HARDCASTLE,

OF THE INNER TEMPLE, BARRISTER-AT-LAW} 1
BUSHBY'S ELECTION LAW,” ‘“‘HARDCASTLE’S ELECTION PETITIONS,” AND
JOINT-EDITOR OF ‘‘ ELECTION PETITION REPORTS.”

EDITOR OF “

 

'' We should be doing less than justice, however, to the usefulness of Mr, .Hardcastle’s book
if we did [not point out a yaluable special feature, consisting of an appendix devoted to the
collection of a list-of words which‘ have been judicially or statutably explained; with reference |
| to the cases in which they are so explained. We believe this is a feature peculiar to Mr. Hard-
castle’s Treatise, and it is one which cannot fail to commend itself to the profession.”—Law
Magazine and Review. . :

'« A vast amount of information will be found in its pages—much of it arranged so as to be
got at without much difficulty ; the chapters and sections being headed with lines of indication.
We can only hope Mr. Hardeastle will receive that measare of succéss to'which the amount of
labour whitch he has evidently bestowed upon the work entitles him.” —Law Times, :

‘«Tts riethod and object are excellent, and it appears to be the fruit of much careful study.” —
Daily News. ‘

 

In one volume, 8vo, price 28s., cloth,

THE LAW RELATING TO PUBLIC WORSHIP ;

WITH SPECIAL REFERENCE TO
SMatters of Ritual and Ornamentatton,
AND THE MEANS OF SECURING THE DUE OBSERVANCE THEREOF,
; eS AND CONTAINING IN EXTENSO,

WITH NOTES AND REFERENCES,

| THE PUBLIC WORSHIP REGULATION ACT, 1874; THE CHURCH DISCIPLINE ACT;
THE VARIOUS ACTS OF UNIFORMITY; THE LITURGIES OF 1549, 1552, AND 1559,
° COMPARED WITH ;
THE PRESENT RUBRIC; THE CANONS; THE ARTICLES ; AND THE INJUNCTIONS,
ADVERTISEMENTS, & OTHER ORIGINAL DOCUMENTS OF LEGAL AUTHORITY. —

By SEWARD BRICE, LLD.,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

,

. “To the vast number of people who in various ways are interested in the
working of the Act, Mr. Brices volume cannot fail to be welcome. It is well con-
cetved and carefully executed."—THE TIMES. ’

 

 
 

 

10 STEVENS & HAYNES, BELI. YARD, TEMPLE BAR.

. Now ready, in 8vo, price 65. 6d., cloth.

THE CUSTOMS AND INLAND REVENUE ACTS,

>), 1880 and 1881
(43 Vict. Cap. 14,,and 44 Vict,, Cap. 12.):
So far as they Relate to the Probate, Legacy, and Succession Duties, and the Duties on
Accounts. With an Introduction and Notes... By ALFRED Hanson, Esq., Comp-
troller of Legacy and Succession Duties. i

*,” This forms a Supplement to the Third Edition of the Probate, Legacy, and Succession Duty
Acts, by the same Author. :

 

Third Edition, in 8vo, 1876, ‘price 255., cloth,

THE ACTS RELATING TO PROBATE, LEGACY, AND

SUCCESSION DUTIES. Comprising the 36 Geo. III. c. 52; 45 Geo. III.
c. 28; 55 Geo. ITI. c. 43 and 16 & 17 Vict. ¢. 513 with an. Introduction,
Copious Notes, and Referénces to all the’ Decided Cases in’ England, Scotland,
and-Ireland. An Appendix of Statutes, Tables, and-a full Index. By: ALFRED
HAnson, of the| Middle Temple, Esq., Barrister-at-Law, Comptroller of Legacy
and Succession Duties. ‘Third Edition. Incorporating the Cases to Michaelmas
Sittings, 1876. . A i a & oe
“Tt is the only cornplefe book upoh a subject of great importance. | te
‘Mr, Hanson is peculiarly qualified,to be the adviser at such a time. Hence a volume
without a rival.”--Law Times. ' 9° 2) f a: :
‘* His book is in itself a most useful one; its author-knows.every in and out of the subject,
and has presented the whole in a form easily and readily handled, and with good arrangement
and clear exposition.""—Solicétors' Fournal. :

ae Pe es

mobs

a
“In royal 8vo, 1877, price 1os., cloth,
LES HOSPICES DE PARIS ET DE LONDRES.

THE CASE OF LORD HENRY SEYMOUR’S WILL
(WALLACE v. THE ATTORNEY-GENERAL).
Reported by FREDERICK WAYMOUTH GIBBS, C.B., Barrister-at-Law,

LATE FELLOW OF TRINITY COLLEGE, CAMBRIDGE.

 

 

In preparation, and’ to be published shortly,

CORNER’S CROWN PRACTICE:

Being the Practice of the Crown Side of the Queen’s Bench Division of the High Court
of Justice; with an Appendix of Rules, Forms, Scale of Costs and Allowances, &c.

SECOND EDITION. | ne

By FREDERICK H.. SHORT, of the Crown. Office, -and’M. D.\ CHALMERS, .

OF THE INNER TEMPLE, BARRISTER-AT-LAW, AUTHOR OF ‘DIGEST OF THE LAW OF
BILLS OF EXCHANGE.”

 

In 8vo, 1867, price 10s., as th,

CHARITABLE TRUSTS ACTS, 1853, 1855, 1860;

THE CHARITY COMMISSIONERS JURISDICTION ACT, 1862;
THE ROMAN CATHOLIC CHARITIES ACTS:

Together with a Collection of Statutes relating to or affecting Charities, including’ the
Mortmain Acts, Notes of Cases from 1853 to the present time, Forms of Decla-
rations of Trust, Conditions of Sale, and, Conveyance of Charity Land, and'a
very copious Index. Second Edition. ;

By HUGH COOKE and R. G. HARWOOD, of the Charity Commission.

‘Charities are so numerous, so many persons are | second edition of a collection of all the statutes that
directly or indirectly interested in them, they are so | regulate them, admirably annotated by two such
much abused, and there is such a growing desire to | competent editors as Messrs. Cooke and Harwood,
rectify those aluses and to call in the aid of the | whose official experience peculiarly qualifies them
commissioners for a more beneficial application of | for the task."—Law Tiines, hea
their funds, and we are not surprised to receive a :

 

 
 

 

THE LAW & PRACTICE OF INJUNCTIONS.

STEVENS & HAYNES, BELL YARD, TEMPLE BAR, 11

Inone volume, royal 8yo, 1877, price 305., cloth,

THE DOCTRINES & PRINCIPLES
THE LAW OF INJUNCTIONS.

By WILLIAM JOYCE, "

OF LINCOLN’S INN, BARRISTER-AT-LAW,

OF

e

dee aaa , t

 

 

, py

“Mr. Joyce, whose learned and exhaustive work on ‘The Law and Practice bf ‘Injunctions,’ has
gained such a deservedly high reputation in the Profession, now brings out a valuable companion volume
on the ‘ Doctrines and Principles’ of this important branch of the Law. In the present work the Law is
enunciated in its abstract rather than its concrete form, as few cases as possible being cited ; while at the
same time no statement of a principle is made unsupported by a decision, and for the most part the very
language of the Courts has been adhered to. Written as it is by ‘so acknowledged a master of his subject,
and with the conscientious carefulness that might be expected from him, this work cannot fail to prove of
the greatest assistance alike to the Student—who wants to grasp principles free from their superincum-
bent details—and to the practitioner, who wants to refresh his memory on points of doctrine amidst the
oppressive details of professional work,”—Law Magazine and Review.

 

BY THE SAME AUTHOR.

In two volumes, royal 8vo, 1872, price 70s., cloth,

EMBRACING

ALL THE SUBJECTS IN WHICH COURTS OF EQUITY
AND COMMON LAW HAVE JURISDICTION.

By WILLIAM JOYCE,

OF LINCOLN’S INN, BARRISTER-AT-LAW.

REVIEWS.

 

“A work which aims at being so absolutely
complete, as that of Mr. Joyce upon a subject
which is of almost perpetual recurrence in the
Courts, cannot fail to be a welcome offering to the
profession, and, doubtless, it will be well received
and largely used, for it is as absolutely complete as
it aims at being... .. This work is, therefore,
eminently a work for the practitioner, being full of
practical utility in every page, and every sentence,
OF tte ss) 5 We have to congratulate the pro-
fession on this new acquisition to a digest of the
law, and the author on his production of a work of
permanent utility and fame.”—Law Magazine
and Review.

“Mr. Joyce has produced not a treatise but a
complete and compendious exposition of the Law
and Practice of Injunctions both in equity and
common law.

“Part III. is devoted to the practice of the
Courts. Contains an amount of valuable and
| technical matter nowhere else collected.

supersede all other works on the subject.
value. t
law friends as Mr. Joyce’s exhaustive work.
and Equity Bars.
index.

 

 

“This work, considered either as to its matter or manner of execution, is no ordinary work. It is a
complete and exhaustive treatise both as to the law and the practice of granting injunctions.
The terse statement of the practice will be found of incalculable
We know of no book as suitable to supply a knowledge of the law of injunctions to our common
It is alike indispensable to members of the Common Law
Mr Joyce’s great work would be a casket without a key unless accompanied by a good
His index is very full and well arranged. We feel that this work is destined to take its place
asa standard text-book, and the text-book on the particular subject of which it treats.
deserves great credit for the very great labour bestowed upon it. The publishers, as usual, have
acquitted themselves in a manner deserving of the high reputation they bear.”"—Canada Law Yournal.

‘From these remarks it will be sufficiently per-
ceived what elaborate and painstaking industry, as
well as legal knowledge and ability, has been
necessary in the compilation of Mr. Joyce’s work.
No labour has been spared to save the practitioner
labour, and no research has been omitted which
could tend towards the elucidation and exemplifi-
cation of the general principles of the Law and
Practice of Injunctions.”—Law ¥ournal.

“He does not attempt to go an inch beyond that
for which he has express written authority ; he al-
lows the cases to speak, and does not speak for them.

“‘The work is something more than a treatise on
the Law of Injunctions. It gives us the general
law on almost every subject to which the process of
injunction is applicable. Not only English, but
American decisions are cited, the aggregate number
being 3,500, and the statutes cited 160, whilst the
index 1s, we think, the most elaborate we have ever
seen—occupying nearly 200 pages. ‘The work is
probably entirely exhaustive.”—Law Times.

It must

The author

 

 
 

 

12 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

HIGGINS’S. DIGEST OF PATENT CASES.
; ._ Price 215%, : : f
A DIGEST OF THE REPORTED CASES

ir 5) GRELATING TOTHE 8 Le a
LAW AND PRACTICE OF LETTERS
PATENT FOR INVENTIONS,

Decided from the passing of the Statute of Monopolies to the present time ;

 

Together with an Appendix, giving the Reported Cases from June, 1875, to March, 1880,
as also some Cases not reported: elsewhere. :

By CLEMENT HIGGINS, M.A, F.CS,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

 

‘Mr. Higgins s work will be useful as a work of reference.’ ‘Upwards of 700 cases are digested : and,
besides a ‘ale of contents, there is a full index to the subject-matter; and that index, which greatly
enhances the value of the book, must have cost the author much time, labour and thought."—Law Fournad.

‘‘4This is essentially,’ says Mr. Higgins in-his preface, ‘a hook. of reference.’ It remains to be added
whether the compilation is reliable and exhaustive. ‘It is only fair to say that we think it is; and we will
ad t arrangement of subject-matter (chronological under each heading, the date, and double er.
even le. references being appended to every decision) and the neat and carefully-executed index (which
is ée dly above the ere are suth as'no reader of ‘essentially a book of reference’ could qyatrel
with.’—Solicitors” Journal, * ° “ee si ‘ Ag Ett
“On the whole Mr. Higgins’s work has been well accomplished. It has ably fulfilled its object by
supplying a reliable and authentic summary of the reported patent law cases decided in English courts of
law and, equity, while-presenting a complete history of legal ,doctrine-on the points of law and practice
relating to its’subject.”—Jrisk Law: Times. : SORE ee ee, oe ae

“Mr. Higgins has, with wonderful and accurate research, produced a work whichis much needed, since
we have no collection of patent cases which does not terminate yearsago. We Consider, too, ifan inventor
furnishes himself with this Digest and a little treatise on the law of patents, he will be able to be as much
his own patent lawyer as it is|safe to be.’ Scientific and Literary Review.

‘*Mr. Higgins’s object has been to supply’a reliable and exhaustive summary of the reported patent cases
decided in English courts of law and equity, and this object he appears to have attained. The classifica-
tion is excellent, baits as Mr. Higgins very truly remarks, that which naturally suggests itself from
the practical working of patent law rights. The lucid style in which Mr. Higgins has written his Digest
will not fail to recommend it to all who may consult his book ; and the very copious index, together with
the table of cases, will render the work especially valuable to professional men.” —J@ining Fournal. .

“The appearance of Mr. Higgins’s Digest is. exceedingly opportune. The plan of the work is definite
and simple. We consider that Mr. Higgins, in the production of this work, has met a long-felt demand.’
Not merely the legal profession and patent agents, but patentees, actual or'intending inventors, manufac-
turers, and their scientific advisers will find the Digest an invaluable book of reference.” —Chesnical News.

‘The arrangement and condensation of the main principles and facts of the cases here digested render

&

the work invaluable in the way of reference.”"—Standard. ' - a8
“The work constitutes a'step in the right direction, and it is likely to prove of much service as a guide,
a by no means immaterial point in its favour being that it includes ‘a number of comparatively recent
cases.” —Engineer. ‘ ‘ :
‘From these decisions the state of the law upon any point connected with patents may be deduced.
iy fine, We must pronounce the book as invaluable to all whom it may concern:”—Quarterly Yournal of
clence. : :

In 8vo, price 6s., sewed,
A’ DIGEST OF THE REPORTED CASES
RELATING TO THE

LAW AND PRACTICE OF LETTERS PATENT FOR INVENTIONS

DECIDED BETWEEN JUNE, 1875, AND MARCH, 1880:,
TOGETHER WITH SOME UNREPORTED CASES

FORMING

fe AN APPENDIX TO DIGEST OF PATENT CASES.
ae ‘By CLEMENT HIGGINS,

n i vee BARRISTER-AT-LAW.

 
‘

STEVENS & HAYNES, BELL YARD, TEMPLE BAR, 18

 

In 8vo, price 2§5., cloth, '

THE LAW OF COMPENSATION FOR LANDS, HOUSES, &c. |

UNDER THE LANDS CLAUSES, RAILWAY CLAUSES CONSOLIDATION AND
METROPOLITAN ACTS, os

THE ARTIZANS AND LABOURERS’ DWELLINGS IMPROVEMENT ACT 1875.
WITH A FULL COLLECTION OF FORMS AND PRECEDENTS,

FIFTH EDITION, ENLARGED, WITH ADDITIONAL FoRMS, INCLUDING
PRECEDENTS OF BILLs oF Costs,

By EYRE LLOYD,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

 

‘The work is eminently a practical one, and is of great value to practitioners who have to deal with
compensation casés.”—Sodicitars’ Fournal. i ‘

“A Sourth edition of Mr. Lloya's valuable treatise has just been published. Few branches of the law
affect so many and such important interests as that which gives to private individuals compensation for
property compulsorily taken for the purpose of public improvements, The questions which arise under the
different Acts of Parliament now in force are very numerous and difficult, and a collection of decided
cases epitomised and well arranged, as they are in Mr. Lioyd’s work, cannot fail to be a welcome addition
to the library of all wha are interested in landed property, whether as owners, land agents, public officers
or solicitors.” —MipLANnp CounTIES HERALD. 4 :

“It is with much gratification that we have to | satisfactory’ it appears to us in every point of
express our unhesitating opinion that Mr. Lloyd’s | view—comprehensive in its scope, exhaustive in its
treatise will prove thoroughly satisfactory to the treatment, sound in its exposition.”—/risk Law
profession, and to the public at large. Thoroughly Times. ones : : .

“In providing the legal profession with a book which contains the decisions of the Courts of Law and
Equity upon the various statutes relating to the Law of Compensation, My. Eyre Lloyd has long since
deft all competitors in the distance, and his book may now be considered the standard work upon the sub-
| sect. The plan of Mr, Llayd's book is generally known, and its heitity is appreciated ; the present quite

Sulfils al€ the promises of the preceding editions, and contaius in addition to pther matter, meplete set

of forms wider the Artizans and Labourers Act, 1878, and specintens of Bills'of Costs, whith'witl be found
a novel feature, extremely useful to legal practitioners.” —JUSTICE OF THE-PEACE. . ae

“The work is one of great value. It deals with | of the compensation. All the statutes bearing on
acomplicated and difficult branch of the-law, andit | the subject have’ been collated, all the law on the
deals with it exhaustively. It is not merelyacom- | subject ‘collected, and the decisions conveniently |
pilation or collection of the statutes bearing on the arranged. With this: comprehensiveness, of scope
subject, with occasional, notes and references. is united a clear statement of principles, and prac-

ther it may be described as a comprehensive | tical handling of the points which are likely to be
treatise on, and digest of;the law relating to the | contested, and- especially of those in which the
compulsory acquisition and purchase of land by | decisions are' opposed or differently understood.”—
} public companies and municipal and other local | Local Government Chronicle. i aati
authorities, and the different‘modes' of assessment : ;

 

In 8vo, price 7s.,, cloth,

THE SUCCESSION LAWS OF CHRISTIAN COUNTRIES,

WITH SPECIAL REFERENCE TO = ,
THE LAW OF PRIMOGENITURE AS IT EXISTS IN ENGLAND.
. By EYRE LLOYD, B.A,

OF THE INNER TEMPLE, ,BARRISTER-AT-LAW 3 AUTHOR OF ‘‘ THE LAW OF ;COMPENSATION
‘UNDER THE LANDS CLAUSES CONSOLIDAPION, ACTS;’ ETC. |
oi ~ * Ts t ay ee tee ss 2

“Mr. Lloyd has given us a very useful and compendious little digest of the laws of succession which
exist at the:present day in the principal States of both Europe and Amerida ; and we should sayitiis.a bodk
eh not only every jawyer, fut every politician and statesman, would do well to add to his library.”—

all Mall Gazette. : ‘i 4 nie f
' “Mr, Eyre Lloyd compresses into little more than eighty pages a considerable amount of matter both
valtable and interesting ; and his quotations from Diplomatic Reports by the present Lord Lytton, and
other distinguished public servants, throw a picturesque light on a narrative much of which is necessarily
dry reading, ‘e can confidently recommend Mr. Eyre Lloyd’s new work as one of great practical
utility, if, Indeed, it be not unique in our language, as a book of reference on Foreign Succession Laws,”
~—Law Magazine and Review. ear ss as : :
"_ “Mr. Eyre Lloyd has composed a useful and interesting abstract of the laws on the subject of succes-
sion to property in Christian countries, with special reference to the law of primogeniture in England.”—
Si PLOW ay xg ee re Tok tyr you cr. ater :
isla very useful littlé handy: book o foipiep succéssjon lawe:’ It contains in fiom jd form
infot ich which would have to be sought thr a great number Of scdtteréd “authorities an foreign
|. law treatises, and will be found of great valué to the. lawyer, ‘the writer, and the political stadent."—
i Standard. :

 

 

 
 

 

14

STEVENS. & HAYNES, BELL YARD, TEMPLE BAR.

 

In one volume, royal 8vo, price 3ps., cloth,

CASES AND OPINIONS ON CONSTITUTIONAL LAW,

4

AND VARIOUS POINTS OF

wl 7? Gs

, ENGLISH , JURISPRUDENCE. , ,
Collected and Digested from Official Documents and other Sources; with Notes.

By

WILLIAM ForsyTuH, M.A.,,M.P., Q.C., Standing Counsel to the Secretary ,of
State in Council of India, Author of ‘‘ Hortensius,” “‘ History of Trial by Jury,
“ Life of Cicero,” etc., late Fellow of Trinity College, Cambridge.

From, the CONTEMROQRARY, . REVIEW.
“We cannot but regard with. interest.a. book |
which, within moderate compass, presents us with
the opinions or vesfonsa of such Jowere and states-
men as Somers, Holt, Hardwicke, Mansfield, ‘and,

4 to come down to our own day,. Lyndhurst, Abinger,

Denman, Cranworth, Campbell, St. Leonards,
Westbury, Chelmsford, Cockburn, Cairns, and the
present Lord Chancellor Hatherley. At the end of
each chapter of the ‘Cases .and opinions,’. Mr.
Forsyth has added notes of his own, containing a
most excellent summary of all the law bearing on
that branch’ of his subject to which the ‘ Opinions’
réfer.” 4 : hes A
From the LAW MAGAZINE and LAW
REVIEW. ,
,. “Mr. Forsyth has largely,and beneficially added
to our legal stores,, His work may be regarded asin
some sense.a continuation of ‘ Chalmers’s Opinions
of Eminent Lawyers.’ . . . The constitutional

relations ; between England and_ her colonies are
becoming every day of more importance. “The
work of Mr: Forsyth will do more to make these
relations Bruecly clear than any which has yet
-appeared. ‘Henceforth it will be the standard work
of reference in a.variety of questions which are
constantly presenting themselves for solution both
here and in our colonies.”

From the LAW TIMES.

| “This one volume of 560 pages or thereabouts
isa perfect: storehouse of law not readily to be
found elsewhere, and the more useful because it is
not abstract law: but the application of principles
to particular cases. Mr. Forsyth's plan is that of
classification. He collects in separate ‘chapters a
variety of opinions bearing upon separate branches
of the law ... This is a book to be.read, and

_ therefote we recommend it not to all lawyers only, _

but to every law student. The editor’s own notes
are not thé least valuable portion of the volume.” ;

 

 

ra Wy

‘In one thick volume, 8vo, ‘price 32s., cloth,

THE LAW OF RAILWAY COMPANIES.

Comprising the Companies Clauses, the Lands Clauses, the Railways Clauses ‘Consoli-
dation Acts, the Railway Companies Act, 1867, and the Regulation of Railways
Act,1868 ; with Notes of Cases on all the Sections, brought down to the end of the

‘year 1868 5: together with an Appendix givin,
Orders of the’ Houses of Lords and Commons ;

'' to Railways, and’the Standin

all the other material Acts relating

and.a:.copious Index. .By .HENRY GODEFROI, of Lincoln’s Inn, and JouNn
SHORTT, of the Middle Temple, Barristers-at-Law.

“The title of this book is the best possible
explanation of its contents. Here we have all the
statutes affecting Railway Companies, with the

standing orders of Parliament, in a volume exqui-, |
sitely printed, and of most conveniént size‘ ‘and~

form. . ... We believe that we have said enough
to show that this book will prove to be of pre-
eminent value to practitioners, both before Parlia-
mentary committees and in the Courts of Law and
Equity."—Law Fournal,

 

Lt

WITT TT” Ge 7
fete Be tp

Saag

ee Nae al o a

80, price 25. 62.5 ee

MORIARTY ON PERSONATION. AND DISPUTED IDENTITY

_. AND THEIR TESTS.

singe SE Tg a ! al

 

In a handy voluthe, crown 8vo, 1870, ' ptice’ 1bs, 6d., cloth,

THE LAW OF SALVAGE,

As. administered in the High Court of Admiralty and the ‘County Courts ; with. the
» Principal Authorities; English and American, brought down to the present time;

Jones, of

. . ‘This book will be of infinite service to lawyers
practising in the maritime. law courts and to those
engaged in shipping. In short, Mr. Jones’s book

and an arenes

containing Statutes, Forms, Table of Fees, etc. By EDwWyN
ray’s Inn, Barrister-at-Law. ie é : e

upon all phases of thé subject, tersely and clearly

| is a'complete guide, and is full of information
written.”—Liverpool Fournal of Commerce.

 

ap

In 8vo, 1867, price 1s., sewed,

LLOYD'S BONDS: THEIR NATURE AND USES.

py HENRY JEFFERD TARRANT, of the Middle Temple, Barrister-at-Law.

 
 

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 15

 

Second Edition, in '8v0; ‘price’ Jos., cloth,”

THE PRINCIPLES -OF BANKRUPTCY.

a WITH AN APPENDIX,

bad.
CONTAINING

THE GENERAL RULES OF 1870, 1871, 1873, & 1878, SCALE OF
COSTS, AND THE: BILLS OF SALE ACTS, 1878 & 1882,
AND THE RULES OF DECEMBER 1882,
‘-- By RICHARD RINGWOOD, BA,

OF THE MIDDLE TEMPLE, ESQ., BARRISTER-AT-LAW 3 LATE SCHOLAR OF TRINITY COLLEGE, DUBLIN,

£ F .

 

“This edition is a considerable improvement on the first, and although chiefly written for the use of
Students, the work will be found useful to the practitioner."—Law Times.

“The author of this convenient handbook sees the point upon which we insist elsewhere in regard to
the chfef aim of any system of Bankruptcy Law ‘which shotild deserve the title of National. . 2 . .
There can be ho question that a sound measure of Reform is greatly needed, and would: be welcomed by
all parties.in the United Kingdom. Pending this amendment it is necéssary to know the Law as it is,
and those who have to deal with the subject in any of its practical legal aspects will do well to consult
Mr. Ringwood’'s unpretending but useful volume."—Law Magazine.

“The above work is written by a distinguished scholar of Trinity College, Dublin. Mr. Ringwood
has‘chosen a most difficult and unattractive subject, but he has:shown sound judgment and skill in the ©
manner in which he has executed his task. His book does not profess to be an‘exhaustive treatise on
bankruptcy law, yet in a neat and compact volume we have a vast amount of well-digested matter. The
teader is not distracted and puzzled by having a long list of cases flung at him at the end of each page, as
the general effect of the law is stated in a few well-selected sentences, and a reference given to the leading
decisions only on the subject. . . . Anexcellent index, and a table of cases, where references to four
sets of contemporary reports may be seen at a glance, show, the industry and care with which the work
has been done.”—Daily Paper.

Third Edition, in royal 12mo, price 18s., cloth,

A CONCISE TREATISE UPON

THE LAW OF BANKRUPTCY.

WITH AN APPENDIX,

CONTAINING

The Bankruptcy Act, 1869; General Rules of 1870, 1871, 1873, & 1878;

Forms of 1870 and (871; Scale of Costs; the Debtors Act, 1869;
; Debtors Act, 1878; and Bills of Sale Acts, 1878 and 1882.

By EDWARD T. BALDWIN, M.A.,

OF THE INNEK TEMPLE, BARRISTER-AT-LAW.

#

 

,

“This is an excellent book . . . . It isan eminently practical treatise, and at once concise and exact |
.... We have no doubt that Mr. Baldwin's book will be found, alike as a guide and as a work of
reference, most useful to both branches of the profession.” —Law Magazine.

“This edition is a praiseworthy effort to reduce the Law'of Bankruptcy within moderate limits. It refers
to all the important cases on,the Act of 1869, and concludes with an excellent Index."—Law Times.
“This treatise is certainly the most readable book on the subject, and so carefully is the-text annotated,

that it is perfectly reliable.” —Lazw Fournal,

 

 
 

 

16 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

 

THE LAW OF CORPORATIONS.

In one volume of One Thousand Pages, royal 8vo, price 425-5 cloth,
' A TREATISE ON THE. DOCTRINE OF

t BEING
An Investigation of the Principles which Limit the Capacities, Powers, and Liabilities of
CORPORATIONS,
_AND MORE ESPECIALLY OF

JOINT STOCK COMPANIES.
SECOND EDITION.

By SEWARD BRICE, M.A., LL.D. LoNDon,

OF THE INNER. TEMPLE, BARRISTER-AT-LAW,

 

REVIEWS. | is

“« Desfite tts, se PONTAE ON cabalistic title, and the technical nature of its subject, tt has so recont-
mended itself to the profession that a second edition is called for within three years from the first publi-
cation ; and to this call Mr. Brice has responded with the present voluine, the development of which in
excess of its predecessor is remarkable even in the annals of law books. Sixteen hundred new cases have
been introduced, and, instead of five hundred pages bctavo, the treatise occupies a thousand very much
larger pages. This increase in bulk is partly due to the incorporation with the English law on the subject
of the more important Aimerican and Colonial doctrines and dectsions—a.course which we think Mr. Brice
wise in adopting, since the judgments of American tribunals are constantly becoming more frequently
quoted and nore, vespectfully considered in our own courts, eee) on those noveland abstruse points
of law for which it is difficult to find direct authority in English reports. In the present speculative
‘times, anything relating to FYoint-Stock Companies is of public importance, and the points on which the
constitution and operation of these bodies ave affected by the doctrine of Ultra Vives are just those which
are most material to the interests of the shareholders and of the community at large... 4.145. Sone
of the niuch disputed questions iu regard to corporations, on which legal opinion is still divided, are par-
ticularly well treated. Thus with reference to the authority claimed by the Courts to restrain corpora-
tions or individuals from applying to Parliament for fresh powers in breach of their express agreements
or in derogation of private rights, Mr. Brice most elaborately and ably rewews the conflicting decisions
on this apparent interference with the rights of the ‘subject, which threatened at one time to bring the
Legislature and the Courts into a collision similar to that which followed on the well-known case of
Ashby v. White... .. Another very difficult point on which Mr. Brice’s book affords full and valuable
information is as to the liability of Companies on contracts entered into before their formation by the
promoters;-and subsequently ratified or adopted by the Goupany, andvas to the clainis of promoters. ee
selves for servites rendered to the inchaatejCompany. ... . T: te chapter on th liabilities ofcorporations
ex delicto for fraud and other torts conuuitted by thetr agents within thewegton of their authority seems
to us remarkably welldone, reviewing as tt does all the latest and somewhat contradictory decisions on the
point... . On the whole we consider Mr. Brice's exhaustive work a valuableaddition to the literature of
the profession.” —SATURDAY Review, Hob A is, * PT

“The doctrine which forms the subject of Mr. book on the Law of Corporations. He has gone
Seward Brice’s elaborate and exhaustive work isa |l far towards effecting a Digest of that Law in its
remarkable instance of rapid peu) i modern relation to the, Doctrine of Ultra Vires. and the
Jurisprudence. 18 book, indeed, no’ alnese con- second edition of} his ‘most careful and comprehen-
stitutes a Digest of the Law of Great Britain and sive work may be commended with equal comdence
her Colonies and of the United States on the Law to the English, the American, and the Colonial
of Corporations—a subject vast enough at home, Practitioner, as well as to the scientific Jurist.”—

 

but even more so beyond the Aas et a Law Magazine gud Rewew.
porations are so numerous and powerful. r, eyes ; nates ce te Z
Seward Brice relates that he has embodied a refer- It is the Law of Corporations that Mr. Brice

r vs treats of (and treats of more fully,and at the same
ence in the present edition to. aba ye new | time more scientifically, than any work with which
cases, and expresses the hope that. he has at Jeast |. . An : : pene
referred to ‘the chief cases.’ We should think | We 2f€ acquaitited), not the law of principal and
there can be few, even of the Foreign Judgments |’ eeu ane oe OE eo his book justice
and Dicta, which have not found their way into his ys s S| itle."—Law Fournal.

ages. The question what is and what isnot Ultra ‘A guide of very great value. Much information

ires is one of very great importance in comniercial | on a difficult and unattractive subject has been
countries like Great Britain and the United States.'' | collected and drranged in a manner which will be
Mr. Seward Brice has done a great service to the |: of great assistance to the seeker after the law ona
cause’ of Comparative Jurisprudence by his new | point involving the powers of a company.”—Law
recensjori of what was from the first a unique text- | Yourmad, (Review of First Edition.)

“Oh this doctrine, first introduced in the Common Law Courts'in East Anglian Railway Co. v.

Eastern Counties Raihoay Co., Brice on ULTRA Vires may'be read with advantage.”—%z, 2 of
Lorp Justice BRaMWELL, 77 the Case of Evershedv. L. & wv. W. Ry. Co. (L. hag Q. z Coe

 

 

 
 

eS

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 17

Now Ready, Fourth Edition, in royal Svo, price 32s, cloth,

BUCKLEY ON THE COMPANIES ACTS.

FOURTH EDITION BY THE AUTHOR.
THE LAW AND PRACTICE UNDER THE COMPANIES ACTS,
1862 TO 1880,
THE JOINT STOCK COMPANIES ARRANGEMENT ACT, 1870,

AND

THE LIFE ASSURANCE COMPANIES ACTS, 1870 TO 1872.
A Treatise on the Law of Joint Stock Companies.

Containing the Statutes, with the Rules, Orders, and Forms, regulating Proceedings in
the Chancery Division of the High Court of Justice By E. tron Huenion
M.A., of Lincoln’s Inn, Barrister-at-Law, late Fellow of Christ’s College
Cambridge. :

 

“We have no doubt that the present edition of this useful and thorough work will meet with as much
acceptance as its predecessors have."—Scottish Fournal of F urisprudence.
The mere arrangement of the leading cases under the successive sections of the Acts, and the short

» explanation of their effect, are of great use in saving much valuable time, which would be otherwise spent

in searching the different digests ; but the careful manner in which Mr. Buckley has annotated the Acts,

| and placed the cases referred to under distinct headings, renders his work particularly useful to all who

are required to advise in the complications in which the shareholders and creditors of companies frequentl
find themselves involved. . . . . The Index, always an important part of a law book, is full aad well
arranged.” —Scottish Fournal of Furisprudence. :

 

In two volumes, royal 8vo, 70s. cloth,

THE LAW RELATING TO

SHIPMASTERS AND SEAMEN.

THEIR APPOINTMENT, DUTIES, POWERS, RIGHTS, LIABILITIES,
AND REMEDIES.

By JOSEPH KAY, Esq, MA, QC,

OF TRIN. COLL. CAMBRIDGE, AND OF THE NORTHERN CIRCUIT;

SOLICITOR-GENERAL OF THE COUNTY PALATINE OF DURHAM; ONE OF THE JUDGES OF THE COURT OF
RECORD FOR THE HUNDRED OF SALFORD 5

AND AUTHOR OF ‘‘THE SOCIAL CONDITION AND EDUCATION OF THE PEOPLE
IN ENGLAND AND EUROPE.”

 

REVIEWS OF THE WORK.
From the NAUTICAL MAGAZINE, July,’ 1875.

Upon to sel

“Tt is rarely that we find a book fulfilling the
requirements of both classes—full and precise
enough for the lawyer, and at the same time intelli-
gible to the non-legal understanding. Vet the two

volumes by Mr. Kay on the law relating to ship-
| masters and seamen will, we venture to say, be.af

equal service to the captain, the lawyer, and the
Consul, in their respective capacities, and even of
interest to the public generally, written as it is ina
clear and interesting style, and treating of a subject
of such vast importance as the rights and liabilities
and relative duties of all, passengers included, who
venture upon the ocean ; more than that, we think
that any able-seaman might read that chapter on

| the crew with the certainty of acquiring a clearer

notion of his own position on board ship.
“We can make no charge of redundancy or
omission against our author : but if we were called
fect any one out of the fifteen parts into
which the two volumes are divided as being espe-
cially valuable, we should not hesitate to choose
that numbered three, and entitled ‘The Voyage.’

 

There the master will find a succinct and compen-
dious statement of the law respecting his duties
general and particular, with regard to the ship and
its freight from the moment when, on taking com-
mand, he is bound to look to the seaworthiness of
the ship, and to the delivery of her log at the final
port of destination. In Part IV. his duties are
considered with respect to the cargo, this being a
distinct side of his duplicate character, inasmuch
as he is agent of the owner of the cargo just as
much as the owner of the ship.

“Next in order of position come ‘Bills of Lading’
and ‘Stoppage in Transitu.’ We confess that on
first perusal we were somewhat surprised to find the
subject of the delivery of goods by the master given
priority over that of bills of lading; the logical
sequence, however, of these matters was evidently
sacrificed, and we think with advantage, to the
author's desire for unity in_his above-mentioned
chapters on ‘The Voyage.’ That this is so is evi-
denced by the fact that after his seventh chapter
with the heading of the former and a reference

 

D

 
 

18 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

THE LAW RELATING TO SHIPMASTERS AND SEAMEN.

REVIEWS OF THE WORK—continued.

ante, ‘The! power of the master to bind the
owner by his personal contracts,’ ‘ Hypothecation,’
and ‘The Crew,’ form the remainder of the con-
tents of the first volume, of which we should be
glad to have made more mention, but it is obvi-
ously impossible to criticize in detail a work in

which the bare list of cited cases occupies forty-
four pages. 2 7
“The question of compulsory pilotage is full of
difficulties, which are well summed up by Mr. Kay.
“Tn conclusion, we can heartily congratulate
Mr. Kay upon his success.”

From the LIVERPOOL JOURNAL OF COMMERCE.

‘‘¢ The law relating to Shipmasters and Seamen’
—-such is the title of a voluminous and important
work which has just beenissued by Messrs. Stevens
and Haynes, the eminent law publishers, of London.
The author is Mr. Joseph Kay, Q.C., and while
treating generally of the lawrelating to shipmasters
and seamen, he refers more particularly to their ap-

work being enhanced by copious appendices and
index, and by the quotation of a mass of authori-
ties... . The work must be an invaluable one
to the shipowner, shipmaster, or consul at a forei

port. The language is clear and simple, while the
legal standing of the author is a sufficient guarantee
that he writes with the requisite authority, and
that the cases quoted by himare decisive as regards

 

pointment, duties, rights, liabilities, and remedies.
1t consists of two large volumes, the text occupying
nearly twelve hundred pages, and the value of the

From the LAW JOURNAL,

compile a guide and reference book for masters, ship
agents, and consuls.’ He has been so modest as
not to add lawyers to the list of his pupils ; but 27s
work will, we think, be welcomed by lawyers who
have to do with shipping transactzons, almost as

. cordially as it undoubtedly will be by those who
occupy their business in the great waters.”

the points on which he touches.”

‘The author tells us that for ten years he has
been engaged upon it... . Two large volumes
containing 118: pages of text, 81 pages of appen-
dices, 98 pages of index, and upwards of 180c cited
cases, attest the magnitude of the work designed
and accomplished by Mr. Kay.

‘“*Mr. Kay says that he has ‘endeavoured to

 

 

In 8vo, price Is.,

THE “SIX CLERKS IN CHANCERY ;”

Their SUCCESSORS IN OFFICE, and the ‘‘HOUSES” they lived in.
A Reminiscence.
By Tuomas W. BralTHWaAITE, of the Record and Writ Clerks’ Office.

 

‘‘ The removal of the Record and Writ Office to the new building has suggested the
La of an interesting and opportune little piece of legal history.”—Solzcétors’
Journal,

 

2 vols. 4to, 1876—77.

PRACTICAL STATUTES OF NEW ZEALAND.

WITH NOTES AND INDEX.
EDITED By G. B, BARTON, of the Middle Temple, Barrister-at-Law.

52. 55. calf,

 

In royal 8vo, price 3os., half calf,

THE CONSTITUTION OF CANADA.

THE BRITISH NORTH AMERICA ACT, 1867;

Its INTERPRETATION, GATHERED FROM THE DECISIONS OF CouRTS, THE DICTA OF
JUDGES, AND THE OPINIONS OF STATESMEN AND OTHERS 3

To which is added the Quebec Resolutions of 1864, and the Constitution
of the United States.

By JOSEPH DOUTRE, Q.C., of the Canadian Bar.

 

 
 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 19

In one thick volume, 8vo, 1875, price 255., cloth,
THE PRINCIPLES OF

THE LAW OF RATING OF HEREDITAMENTS

IN THE OCCUPATION OF COMPANIES.
By J. H. BALFOUR BROWNE,

OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW, AND REGISTRAR TO THE RAILWAY COMMISSIONERS,
“The tables and specimen valuations which are
printed in an appendix to this volume will be of

_ great service to the parish authorities, and to the
legal practitioners who may have to deal with the
rating of those properties which are in the occupa-
tion of Companies, and we congratulate Mr. Browne
on the production of a clear and concise book of
the system of Company Rating. There is no doubt

that such a work is much needed, and we are sure
that all those who are interested in, or have to do
with, public rating, will find it of great service.
Much credit is therefore due to Mr. Browne for his
able treatise—a work which his experience as
Registrar of the Railway Commission peculiarly
qualified him to undertake.”—Law Magazine.

In 8vo, 1875, price 75. 6¢., doth,

THE LAW OF USAGES & CUSTOMS:

A Practical Baw Tract.
By J. H. BALFOUR BROWNE,

OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW, AND REGISTRAR TO THE RAILWAY COMMISSIONERS,

“We look upon this treatise as a valuable addition to works written on the Science of Law.”—Canada
Law Fournal.

“As a tract upon a very troublesome department of Law it is admirable—the principles laid down are
sound, the illustrations are well chosen, and the decisions and dicta are harmonised so far as possible and
distinguished when necessary.”—/rish Law Times.

“As a book of reference we know of none so comprehensive dealing with this particular branch of
Common Law. ... . In this way the book is invaluable to the practitioner.” Law Magazine.

 

| In one volume, 8vo, 1875, price 18s., cloth,

THE PRACTICE BEFORE THE RAILWAY COMMISSIONERS

UNDER THE REGULATION OF RAILWAY ACTS, 1873 & 1874;
With the Amended General Orders of the Commissioners, Schedule of Forms, and Table

“Mr. Browne’s book is handy and convenient in
form, and well arranged for the purpose of refer-
ence: its treatment of the subject is fully and
carefully worked out : it is, so faras we have been

able to test it, accurate and trustworthy. It is the

of Fees : together with the Law of Undue Preference, the Law of the Jurisdiction
of the Railway Commissioners, Notes of their Decisions and Orders, Precedents of
Forms of Applications, Answers and Replies, and Appendices of Statutes and Cases.

By J. H. BALFOUR BROWNE,

OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW, AND REGISTRAR TO THE RAILWAY COMMISSIONERS.

work of a man of capable legal attainments, and by
official position intimate with his subject ; and we
therefore think that it cannot fail to meet a real
want and to prove of service to the legal profession
and the public.”—Law Magazine.

 

Parliament.

' “This is a work of considerable importance to all
Municipal Corporations, and it is hardly too much to
say that every member of these bodies should have
acopy by him for constant reference. Probably at
no very distant date the property of all the existing
gas and water companies will pass under municipal
control, and therefore it is exceedingly desirable
that the principles and conditions under which such
transfers ought to be made should be clearly under-
stood, This task is made easy by the present volume.
The stimulus for the publication of such a work
was given by the action of the Parliamentary
Committee which last session passed the preamble
of the ‘Stockton and Middlesborough Corporations
| Water Bill, 1876.’ The volume accordingly con-
tains a full report of the case as it was presented

 

In 8vo, 1876, price 75. 6d., cloth,
ON THE COMPULSORY PURCHASE OF THE UNDERTAKINGS
OF COMPANIES BY CORPORATIONS,

And the Practice in Relation to the Passage of Bills for Compulsory Purchase through
By J. H. BaLrour Browne, of the Middle Temple, Barrister-at-Law ;
Author of “‘ The Law of Rating,” ‘‘ The Law of Usages and Customs,” &c., &c.

both by the promoters and opponents, and as this
was the first time in which the principle of com-
pulsory purchase was definitely recognised, there
can be no doubt that it will long be regarded asa
leading case. As a matter of course, many inci-
dental points of interest arose during the progress
of the case. Thus, besides the main question of
compulsory purchase, and the question as to whether
there was or was not any precedent for the Bill, the
questions of water compensations, of appeals from
one Committee to another, and other kindred sub-
jects were discussed. These are all treated at length
by the Author in the body of the work, which is
thus a complete legal compendium on the large
subject with which it so ably deals.”

 

 
 

20 STEVENS & HAYNES, BELL VARD, TEMPLE BAR.

In 8vo, 1878, price 6s., cloth,
THE

LAW RELATING TO CHARITIES,

ESPECIALLY WITH REFERENCE TO THE VALIDITY AND CONSTRUCTION OF

CHARITABLE BEQUESTS AND CONVEYANCES.

By FERDINAND M. WHITEFORD, of Lincoln’s Inn, Barrister-at-Law.

“The Law relating to Charities by F. M.

large portion of the text, together with the ex-
Whiteford contains a brief but clear exposition of

planations pertinent to them. The generai tenor

the law relating to a class of bequests in which the
intentions of donors are often frustrated by un-
acquaintance with the statutory provisions on the

of Mr. Whiteford’s work is that of a digest of Cases
rather than a treatise, a feature, however, which
will not diminish its usefulness for purposes of

subject. Decisions in reported cases occupy a reference."—Law Magazine and Review.

 

In 8vo, 1872, price 7s. 6d., cloth,
AN EPITOME AND ANALYSIS OF

SAVIGNY’S TREATISE ON OBLIGATIONS IN ROMAN LAW.

By ARCHIBALD BROWN, M.A.

EDIN. AND OXON., AND E.C.L. OXON., OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW.
“Mr. Archibald Brown deserves the thanks | fifty pages. At the same time the pith of Von

 

of all interested in the science of Law, whether
as a study or a practice, for his edition of
Herr von Savigny’s great work on ‘ Obligations.’
Mr. Brown has undertaken a double task—the
translation of his author, and the analysis of his
author’s matter. That he has succeeded in reducing
the bulk of the original will be seen at a glance ;
the French translation consisting of two volumes,
with some five hundred pages apiece, as compared
with Mr. Brown’s thin volume of a hundred and

Savigny’s matter seems to be very successfully pre-
served, nothing which might be useful to the
English reader being apparently omitted.

“The new edition of Savigny will, we hope, be
extensively read and referred to by English lawyers.
If it is not, it will not be the fault of the translator
and epitomiser. Far less will it be the fault of
Savigny himself, whose clear definitions and accu-
rate tests are of great use to the legal practitioner.
—Law Fournal.

 

THE ELEMENTS

OF ROMAN LAW.

In 216 pages 8vo, 1875, price tos., cloth.
A CONCISE DIGEST OF THE

INSTITUTES OF GAIUS AND JUSTINIAN.

With copious References arranged in Parallel Columns, also Chronological and
Analytical Tables, Lists of Laws, &c. &¢.
Primarily designed for the Use of Students preparing for Examination at
Oxford, Cambridge, and the Inns of Court.
By SEYMOUR F. HARRIS, B.C.L., M.A,,

OF WORCESTER COLLEGE, OXFORD, AND THE INNER TEMPLE, BARRISTER-AT-LAW
AUTHOR OF “UNIVERSITIES AND LEGAL EDUCATION.”

“ Mr. Harris’s digest ought to have very great success among law students both in the

Lnns of Court and the Universities.

Lhs book gives evidence of praiseworthy accuracy

and laborious condensation.” —LAW JOURNAL.

“* This book contains a summary in English of the elements of Roman Law as contained
in the works of Gaius and Fustinian, and is so arranged that the reader can at once see

what are the opinions of either of these two writers on each point.
and accurate references to titles and sections given he can at once 7
The concise manner in which Mr.

writers,

from the very exact
refer to the original
Harris has arranged his digest will render

it most useful, not only to the students for whom it was originally written, but also to those

persons who,

though they have not the time to wade through the larger

treatises of Poste,

Sanders, Ortolan, and others, yet desire to obtain some knowledge of Roman Law.”—
OXFORD AND CAMBRIDGE UNDERGRADUATES’ JOURNAL.

“ Mr. Harris deserves the credit
to those numerous students who hav
Jor themselves.” LAW TIMES.

of having produced an epitome which will be of service
€ no time or sufficient ability to analyse the Lrstitutes

 
 

 

WORKS FOR LAW STUDENTS. 21

In Crown 8yo, price 3s. ; or Interleaved for Notes, price qs.

: CONTRACT LAW.

QUESTIONS ON THE LAW OF CONTRACTS. Witn Notes to THE
ANSWERS, Founded on ‘* Anson.” “ Chitty,” and “ Pollock.”

By Puitip Foster Atprep, D.C.L., Hertford College and Gray’s Inn; late
Examiner for the University of Oxford.

“This appears to us a very admirable selection of questions, comparing favourably with the average
run of those set in examinations, and useful for the purpose of testing progress.” —Lazu Journal,

 

For the Preliminary Examinations before Entering into Articles of Clerkship
to Solicitors under the Solicitors Act, 1877.

 

In a handsome 4to volume, with Map of the World, price tos., cloth,

THE STUDENTS’ REMINDER & PUPILS’ HELP

IN PREPARING FOR A PUBLIC EXAMINATION.
By THOMAS MARSH,

PRIVATE TUTOR, AUTHOR OF AN ‘“‘ENGLISH GRAMMAR,” &C.

“We welcome this compendium with great pleasure as being exactly what is wanted in this age of
competitive examinations. It is evidently the work of a master hand, and could only be compiled by one
thoroughly experienced in the work of teaching. Mr. Marsh has summarised and analysed the subjects

quired for the liminary inations of law stud as well as for the University and Civil Service
examinations. He has paid special attention to mathematics, but the compendium also includes ancient
and modern languages, geography, dictation, &c. It was a happy idea to make it quarto size, and the
type and printing are clear and legible.”—/7ish Law Times.

 

Now ready, Second Edition, in 8vo, price 215., cloth,

ENGLISH CONSTITUTIONAL HISTORY.

FROM THE TEUTONIC INVASION TO THE PRESENT TIME.
Besigned as a Text-book for Students and others.
By T. P. TASWELL-LANGMEAD, B.C.L,

OF LINCOLN’S INN, BARRISTER-AT-LAW, LATE TUTOR ON CONSTITUTIONAL LAW AND LEGAL
HISTORY TO THE FOUR INNS OF COURT, AND FORMERLY VINERIAN
SCHOLAR IN THE UNIVERSITY OF OXFORD.

Second and Enlarged Edition, revised throughout, and in many parts rewritten.

“ The work before us it would be hardly possible to praise too highly. In style, arrangement, clearness,
and size, it would be difficult to find anything better on the real history of England, the history of its
constitutional growth as a complete story, than this volume.”— Boston (U.S.) Literary World.

“As it now stands, we should find it hard to name a better text-book on English Constitutional
History.”—Solicitors’ Fournal.

“That the greatest care and labour have been bestowed upon it is apparent in every page, and we doubt
not that it will become a standard work not likely soon to die out.”—Oxzferd and Cantbridge Under-
graduates’ Fournal. , u

“Asa text-book for the lecturer it is most valuable. It does not always observe a strict chronological
sequence, but brings together all that has to be said on a given subject at the point when that subject
happens td possess a special importance.”—Contemporary Review. “ ae

“Mr. Taswell-Langmead’s compendium of the rise and development of the English Constitution has
evidently supplied a want... . . ‘The present Edition is greatly improved. . . . We have no hesitation in
saying that it is a thoroughly good and useful work.”—Spectator. .

“We think Mr. Taswell-Langmead may be congratulated upon having compiled an elementary work of
conspicuous merit.”—Pall Mall Gazette. :

“For students of history we do not know any work which we could more thoroughly recommend.”—Law
Times. mh a 4

“Te is a safe, careful, praiseworthy digest and manual of all constitutional history and law.”—G/ove.

“The volume on English Coostitahonel History, by Mr. Taswell-Langmead, is exactly what such a
hist .—Standard. e

e eee eine we regard it as an exceptionally able and complete work.” —Law Yournad.

“Mr. Taswell-Langmead has thoroughly grasped the bearings of his subject. It is, however, in dealing
with that chief subject of constitutional history—parliamentary government—that the work exhibits its
great superiority over its rivals.”—Academzy.

 

 
 

 

22 WORKS FOR LAW STUDENTS. -

 

Sixth Edition, in 8vo, 1882, price 25s., cloth,

THE PRINCIPLES OF EQUITY.

INTENDED FOR THE USE OF STUDENTS AND THE PROFESSION.
By EDMUND H. T. SNELL,

OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW.

SIXTH EDITION.
TO WHICH IS ADDED

AN EPITOME OF THE EQUITY PRACTICE.
THIRD EDITION.

By ARCHIBALD BROWN, M.A., Evin. & Oxon., & B.C.L. Oxon.,

OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW }; AUTHOR OF “A NEW LAW DICTIONARY,”
“CAN ANALYSIS OF SAVIGNY ON OBLIGATIONS,” AND THE “‘LAW OF FIXTURES.”

REVIEWS.

“On the whole we are convinced that the Sixth Edition of Snell’s Equity is destined to be as highly
thought of as its predecessors, as it is, in our opinion, out and out the best work on the subject with which
it deals."—Gzbson’s Law Notes.

“ Rarely has a text-book attained more complete and rapid success than Snell’s ‘ Principles of Equity,’
of which a fifth edition has just been issued."—Law Times.

“Seldom does it happen that a work secures so great a reputation as this book, and to Mr. Brown is
due the credit of keeping it up with the times... .. It is certainly the most comprehensive as well as
the best work on Equity Jurisprudence in existence.” —Ox/ord and Cambridge Undergraduates’ Fournal,

“The changes introduced by the Judicature Acts have been well and fully explained by the present
edition of Mr. Snell’s treatise, and everything necessary in the way of revision has been conscientiously
accomplished. We perceive the fruitful impress of the ‘amending hand’ in every page; the results of
the decisions under the new system have been carefully explained, and engrafted into the original text;
and in a word, Snell's work, as edited by Mr. Brown, has proved the fallacy of Bentham’s description of
Equity as ‘that capricious and inconsistent mistress of our fortunes, whose features no one is able to
delineate.’ "—Jrish Law Times.

“ We know of no better introduction to the Principles of Equity.” —
Canapa Law JouRNAL.

“Within the ten years which have elapsed since the appearance of the first edition of this work, its
reputation has steadily increased, and it has long since been recognised by students, tutors, and practitioners,
as the best elementary treatise on the important and difficult branch of the law which forms its subject.”
—Law Magazine and Review.

 

In Crown 8vo, price 2s. 6¢., sewed.

QUESTIONS ON EQUITY.

FOR STUDENTS PREPARING FOR EXAMINATION,

FOUNDED ON

SNELL’S “PRINCIPLES OF EQUITY,”
By W. T. WAITE,

BARRISTER-AT-LAW, HOLT SCHOLAR OF THE HONOURABLE SOCIETY OF GRAY’S INN.

 

 

 
 

WORKS FOR LAW STUDENTS. 23

Second Edition, in one volume, 8vo, nearly Ready,

PRINCIPLES OF CONVEYANCING.

AN ELEMENTARY WORK FOR THE USE OF STUDENTS.
By HENRY C. DEANE,

OF LINCOLN’S INN, BARRISTER-AT-LAW, SOMETIME LECTURER TO THE INCORPORATED LAW SOCIETY
OF THE UNITED KINGDOM.

“Mr, Deane is one of the Lecturers of the Incorporated Law Society, and in his elementary work intended
for the use of students, he embodies some lectures given at the hall of that society. It would weary our
readers to take them over the ground necessarily covered by Mr. Deane. The first part is devoted to Cor-
poreal Hereditaments, and the second to Conveyancing. The latter is prefaced by a very interesting ‘ His-

tory of Conveyancing,’ and for practical purposes the chapter (Ch. 2, Part II.)on Conditions of Sale i
decidedly valuable."—Zaw Times. > a a a ea ales

“We hope to see this book, like Snell’s Equity, a standard class-book in all Law Schools

where English law is taught.”—CAaNaDA LAW JOURNAL,

“Tt seems essentially the book for young convey-
ancers, and will, probably, in many cases supplant
Williams. It is, in fact, a modern adaptation of Mr.
Watkin’s book on conveyancing, and is fully equal
to its prototype."—J/risk Law Times.

Extremely useful to students, and especially to
those gentlemen who are candidates for the various

set now on case law that they would do well to
peruse this treatise of Mr, Deane’s, and use it in
conjunction with a book of questions and answers.
They will find a considerable amount of equity case
law, especially in the second part of Mr. Deane’s
book, which comprises in substance some lectures
delivered by the author at the Law Institution.”—

 

legal examinations, There are so many questions Law Fournal.

 

Second Edition, in 8vo, price Ios. 6¢., cloth,

A SUMMARY OF THE

LAW & PRACTICE IN ADMIRALTY.

FOR THE USE OF STUDENTS.
By EUSTACE SMITH,

OF THE INNER TEMPLE} AUTHOR OF ‘fA SUMMARY OF COMPANY LAW.”

“The book is well arranged, and forms a good introduction to the ee olicitor's Fournal.”

Tt is however, in our opinion, a well and carefully written little work, and should be in the hands of
every student who is taking up Admiralty Law at the Final.” —Law Students’ Fournal.

“Mr. Smith has a happy knack of compressing a large amount of useful matter in a small ape The
present work will doubtless be received with satisfaction equal to that with which his previous ‘Summary’
has been met.”—Ox/ford and Cambridge Undergraduates’ Fournal.

 

Second Edition, in 8vo, price 7s., cloth,
A SUMMARY OF THE

[AW AND PRACTICE IN THE ECCLESIASTICAL COURTS.

FOR THE USE OF STUDENTS.
By EUSTACE SMITH,

OF THE INNER TEMPLE; AUTHOR OF ‘'A SUMMARY OF COMPANY Law,” AND ‘A SUMMARY OF
THE LAW AND PRACTICE IN ADMIRALTY.

“His object has been, as he tells us in his preface, to give the student and_ general reader a fair adine
of the scope and extent of ecclesiastical law, of the principles on which it is founded, of the — 4
which it is enforced, and the procedure by which these Courts are regulated. We think the book we
fulfils its object. Its value is much enhanced by a profuse citation of authorities for the propositions
contained in it."—Bar Examination Fournal.

In 8vo, price 6s., cloth,
AN EPITOME OF THE LAWS OF PROBATE AND DIVORCE,
FOR THE USE OF STUDENTS FOR HONOURS EXAMINATION.
By J. CARTER HARRISON, SOLICITOR.

 

 
 

 

24 WORKS FOR LAW STUDENTS.

 

_Third Edition, In one volume, 8vo, price 20s., cloth,

PRINCIPLES OF THE COMMON LAW.

INTENDED FOR THE USE OF STUDENTS AND THE PROFESSION.

SECOND EDITION.

By JOHN INDERMAUR, SOLICITOR,

AUTHOR OF ‘'A MANUAL OF THE PRACTICE OF THE SUPREME COURT,”
‘© EPITOMES OF LEADING CASES,” AND OTHER WORKS.

“The work is acknowledged to be one of the best written and most useful elementary
works for Law Students that has been published.”—Law Times.

‘* The praise which we were enabled to bestow upon Mr. Indermaur’s very useful com-
3 ear eke,
pilation on its first appearance, has been justified by a demand for a second edition.” —
Law Magazine.

““ We were able, four years ago, to praise the first edition of Mr. Indermaur’s book as
likely to be of use to students in acquiring the elements of the law of torts and contracts.
The second edition maintains the character of the book.” —Law Journal.

‘*Mr. Indermaur renders even law light reading. He not only possesses the faculty
of judicious selection, but of lucid exposition and felicitous illustration. And while his
works are all thus characterised, his ‘ Principles of the Common Law’ especially displays
those features. That it has already reached a second edition, testifies that our estimate of
the work on its first appearance was not unduly favourable, highly as we then signified |
approval ; nor needs it that we should add anything to that estimate in reference to the .
general scope and execution of the work, It only remains to say, that the present edition
evinces that every care has been taken to insure thorough accuracy, while including all |
the modifications in the law that have taken place since the original publication ; and that |
the references to the Irish decisions which have been now introduced are calculated to |

render the work of greater utility to practitioners and students, Joh English and Irish.”
—Lrish Law Times,

‘* This work, the author tells us in his Preface, is written mainly with a view to the |
examinations of the Incorporated Law Society ; but we think it is likely to attain a wider '
usefulness, It seems, so far as we can judge from the parts we have examined, to bea
careful and clear outline of the principles of the common law. It is very readable ; and

not only students, but many practitioners and the public might benefit by a perusal of its
pages.” —SOLICITORS’ JOURNAL,

“Mr. Indermaur has very clear notions of what a law student should be taught to
enable him to pass the examinations of the Incorporated Law Society. In this, his last

work, the law is stated carefully and accurately, and the book will probably prove
acceptable to students.”—Law Times.

“The practising solicitor will also find this a very useful compendium. Care has
evidently been taken to note the latest decisions on important points of law. A full
and well-constructed index supplies ev ry facility for ready reference.”—Zazu Magazine.

 

 
 

 

WORKS FOR LAW STUDENTS. 25

Second Edition, in 8vo, price tos. 6¢., cloth,

A MANUAL OF THE PRACTICE OF THE SUPREME COURT OF JUDICATURE,

In the Queen’s Bench and Chancery Divisions. Intended for the use of Students.

By JouN INDERMAUR, Solicitor.
‘The second edition has followed quickly upon the first, which was published in 1878, This fact affords
good evidence that the book has been found useful. It contains sufficient information to enable the

ee who masters the contents to turn to the standard works on practice with advantage.”—Law
ymes.

“This is a very useful student's book. It is clearly written, and gives such information as the student
requires, without bewildering him with details, he portion relating to the Chancery Division forms an
excellent introduction to the elements of the practice, and may be advantageously used, not only by
articled clerks, but also by pupils entering the chambers of equity draftsmen.”—Sodicilors’ Yournal.

Fifth Edition, in 8vo, price 6s., cloth,

AN EPITOME OF LEADING COMMON LAW CASES;
WITH SOME SHORT NOTES THEREON.
Chiefly intended as a Guide to ‘‘ SmiTH’s LEADING Cases.” By JOHN INDERMAUR,
Solicitor (Clifford’s Inn Prizeman, Michaelmas Term, 1872).

‘We have received the third edition of the ‘ Epitome of Leading Common Law Cases,’ by Mr. Inder-
maur, Solicitor. The first edition of this work was published in February, 1873, the second in April, 1874,
and now we have a third edition dated September, 1875. No better proof of the value of this book can Le
furnished than the fact that in less than three years it has reached a third edition."—Law Yournal.

 

Fourth Edition, in 8vo, 1881, price 65., cloth,

AN EPITOME OF LEADING CONVEYANCING AND EQUITY CASES;
WITH SOME SHORT NOTES THEREON, FOR THE USE OF STUDENTS.
By JoHN INDERMAUR, Solicitor, Author of ‘*An Epitome of Leading
Common Law Cases.”

‘We have received the second edition of Mr. Indermaur’s very useful Epitome of Leading Convey-
ancing and Equity Cases. The work is very well done.”—Law Times.

“The Epitome well deserves the continued patronage of the class—Students—for whom it is especially
intended. Mr. Indermaur will soon be known as the ‘ Students’ Friend.’ ’"—Canada Law Fournal,

 

Third Edition, in 8vo, 1880, price 5s., cloth,

SELF-PREPARATION FOR THE FINAL EXAMINATION.

CONTAINING A COMPLETE COURSE OF STUDY, WITH STATUTES,
CASES AND QUESTIONS ;

And intended for the use of those Articled Clerks who read by themselves.
By Joun INDERMAUR, Solicitor. .

"In this edition Mr. Indermaur extends his counsels to the whole period from the intermediate
examination to the final. His advice is practical and sensible : and if the course of study he recommends
is intelligently followed, the articled clerk will have laid in a store of legal knowledge more than sufficient
to carry him through the final examination.”—Solicitors’ Fournal. - ag
“This book contains recommendations as to how a complete course of study for the above examination
should be carried out, with reference to the particular books to be read sevzatimn. We need only remark
that it is essential for a student to be set on the right track in his reading, and that anyone of ordinary
ability, who follows the course set out by Mr. Indermaur, ought to pass with great credit.”—Lazw Fournal.

 

Second Edition, in 8vo, price 6s., cloth,

SELF - PREPARATION FOR THE INTERMEDIATE EXAMINATIONS,

As it at present exists on Stephen’s Commentaries. Containing a complete course of
Study, with Statutes, Questions, and Advice as to portions of the book which may
be omitted, and of portions to which special attention should be given ; also the
whole of the Questions and Answers at the nine Intermediate Examinations which
have at present been held on Stephen’s Commentaries, and intended for the use of
all Articled Clerks who have not yet passed the Intermediate Examination. By
Joun INDERMAUR, Author of “ Principles of Common Law,” and other works.

 

In 8vo, 1875, price 6s., cloth,

THE STUDENTS’ GUIDE TO THE JUDICATURE ACTS,

AND THE RULES THEREUNDER:
Being a book of Questions and Answers intended for the use of Law Students.
By JoHN INDERMAUR, Solicitor.

 

 
 

bi
t

26 WORKS FOR LAW STUDENTS.

Second Edition. In 8vo, price 26s., cloth,

A NEW LAW DICTIONARY,

AND INSTITUTE OF THE WHOLE LAW ;

EMBRACING FRENCH AND LATIN TERMS AND REFERENCES TO THE
AUTHORITIES, CASES, AND STATUTES.

SECOND EDITION, revised throughout, and considerably enlarged.

By ARCHIBALD BROWN,

M.A, EDIN. AND OXON., AND B.C.L, OXON., OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW ; AUTHOR OF
THE ‘LAW OF FIXTURES,” ‘‘ ANALYSIS OF SAVIGNY’S OBLIGATIONS IN ROMAN LAW, ETC.

Reviews of the Second Edition.

“So far as we have been able to examine the work, it seems to have been most carefully
and accurately executed, the present Edition, besides containing much new matter, having
been thoroughly revised in consequence of the recent changes in the law ; and we have no
doubt whatever that it will be found extremely useful, not only to students and practitioners,
but to public men, and men of letters.” —IRISH LAW TIMES.

“* Mr. Brown has revised his Dictionary, and adapted it to the changes effected by the
Judicature Acts, and it now constitutes a very useful work to put into the hands of any
student or articled clerk, and a work which the practitioner will find of value for reference.”
—SOLICITORS’ JOURNAL.

“Tt will prove a reliable guide to law students, and a handy book of reference for
practitioners.”—LAw TIMES.

 

In Royal 8vo., price 5s., cloth,

ANALYTICAL TABLES
THE LAW OF REAL PROPERTY;

Drawn up chiefly from STEPHEN’S BLACKSTONE, with Notes,
By C. J. TARRING, of the Inner Temple, Barrister-at-Law.

 

CONTENTS.
TABLE ih Tae , Taste V. Uses.
; . Estates, according to quantity of ‘ isiti ‘
, Tecate Latenen: i VI. Actes oF states in land of
» III. Estates, according to the time at a
which the Interest is to be enjoyed. » _ VII. Incorporeal Hereditaments.
» IV. Estates, according to the number and »  WIII. Incorporeal Hereditaments.

connection of the Tenants.

‘Wilt supply the law student with help of a kind found very generally useful. The tables, which are
based on Stephen's Blackstone, have gone through the practical test of being employed as aids to the
mental arrangement of the knowledge of the subject required for examinations, and will no doubt be appre-
ciated by the large and increasing classes whose requirements they are intended to meet.” —Law Magazine.

“Great care and considerable skill have been shown in the compilation of these tables, which will be
found of much service to students of the Law of Real Property."—Law Times.

 

 
 

 

WORKS FOR LAW STUDENTS. 27

 

Second Edition, in 8vo, price 20s., cloth,’

PRINCIPLES OF THE CRIMINAL LAW.

INTENDED AS A LUCID EXPOSITION OF THE SUBJECT FOR THE USE
OF STUDENTS AND THE PROFESSION.

By SEYMOUR F. HARRIS, B.C.L., M.A. (Oxon),

AUTHOR OF ‘A CONCISE DIGEST OF THE INSTITUTES OF GAIUS AND JUSTINIAN,”

SECOND EDITION.
REVISED BY THE AUTHOR AND F. P. TOMLINSON, M.A,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

 

REVIEWS.

“The favourable opinion we expressed of the first edition of this work appears to have
been justified by the reception it has met with. Looking through this new Edition, we see
no reason to modify the praise we bestowed on the former Edition, The recent cases have
been added and the provisions of the Summary Jurisdiction Act are noticed in the chapter
relating to Summary Convictions. The book is one of the best manuals of Criminal Law
for the student,” —SOLICITORS’ JOURNAL.

“© There is no lack of Works on Criminal Law, but there was room for such a useful
handbook of Principles as Mr. Seymour Harris has supplied. Accustomed, by his previous
labours, to the task of analysing the law, Mr. Harris has brought to bear upon his present
work qualifications well adapted to secure the successful accomplishment of the object which
he had set before him. That object ts not an ambitious one, for it does not pretend to soar
above utility to the young practitioner and the student. For both these classes, and for the
yet wider class who may require a book of reference on the subject, Mr. Harris has produced
a clear and convenient Epitome of the Law. A noticeable feature of Mr. Harris's work,
which is likely to prove of assistance both to the practitioner and the student, consists of a
Table of Offences, with their legal character, their punishment, and the statute under which
it 1s inflicted, together with a reference to the pages where a Statement of the Law will be
Jound.”—LAW MAGAZINE AND REVIEW.

“This work purports to contain ‘a concise exposition of the nature of crime, the various offences punish-
able by the English law, the law of criminal procedure, and the law of summary convictions,’ with tables
of offences, punishments, and statutes. The work is divided into four books. Book I. treats of crime, its
divisions and essentials ; of persons capable of committing crimes; and of principals and accessories.
Book II. deals with offences of a public nature ; offences against private persons ; and offences against the
property of individuals. Each crime is discussed in its turn, with as much brevity as could well be used
consistently with a proper explanation of the legal characteristics of the several offences. Book III.
explains criminal procedure, including the jurisdiction of Courts, and the various steps in the apprehension
and trial of criminals from arrest to punishment. This part of the work is extremely well done, the
description of the trial being excellent, and thoroughly calculated to impress the mind of the uninitiated.
Book IV. contains a short sketch of ‘summary convictions before magistrates out of quarter sessions.’ The
table of offences at the end of the volume is most useful, and there is a very full index. Altogether we
must congratulate Mr. Harris on his adventure.”—Law Yournal,

“Mr. Harris has undertaken a work, in our opinion, so much needed that he might
diminish its bulk in the next edition by obliterating the apologetic preface. The appearance
of his volume is as well timed as its execution is satisfactory. The author has shown an
ability of omission which is a good test of skill, and from the overwhelming mass of the
criminal law he has discreetly selected just so much only as a learner needs to know, and
has presented it in terms which render it capable of being easily taken into the mind. The

Sirst half of the volume is devoted to indictable offences, which are defined and explained in
succinct terms ; the second "half treats of the prevention of offences, the courts of criminal
Jurisdiction, arrest, preliminary proceedings before magistrates, and modes of prosecuting
and trial ; and a brief epitome of the laws of evidence, proceedings after trial, and summary
convictions, with a table of offences, complete the book. The part on procedure will be
found particularly useful. Few young counsel, on their first appearance at sessions, have
more than a looseand general notion-of the manner in which a trial is conducted, and often
commit blunders which, although trifling in kind, are nevertheless seriously discouraging
and annoying to themselves at the outset of their career, From even such a blunder as that
of mistaking the order in which the speeches are made and witnesses examined they may
be saved by the table of instructions given here.” —SOLICITORS’ JOURNAL.

 

 
 

 

28 WORKS FOR LAW STUDENTS.

 

Now Ready, in 12m0, price 5s. 6d., cloth,

A CONCISE TREATISE ON THE LAW OF BILLS OF SALE,

FOR THE USE OF LAWYERS, LAW STUDENTS, & THE PUBLIC.

Embracing the Acts of 1878 and 1882. Part I.—Of Bills of Sale generally. Part II.—
Of the Execution, Attestation, and Registration of Bills of Sale and satisfaction
thereof. -Part III.—Of the Effects of Bills of Sale as against Creditors. Part IV.
—Of Seizing under, and Enforcing Bills of Sale. Appendix, Forms, Acts, &c.
By JoHN INDERMAUR, Solicitor.

“The object of the book is thoroughly practical. Those who want to be told exactly what to do and

where to go when they are registering a bill of sale will find the necessary information in this little book.”
—Law Fournal,

 

Now ready, in 8vo, price 2s. 6d¢., cloth,

A COLLECTION OF LATIN MAXIMS,

LITERALLY TRANSLATED.
INTENDED FOR THE USE OF STUDENTS FOR ALL LEGAL EXAMINATIONS.
“The book seems admirably adapted as a book of reference for students who come across a Latin maxim
in their reading.”—Law Fournal.

‘The collection before us is not pretentious, and disarms criticism by its simplicity and general
correctness. Students would do well, early in their studies, to commit these maxims to memory, and
subsequent reading will often be systematized and more easily remembered.”—Canada Law Fournad.

 

In one volume, 8vo, price 9s., cloth,

LEADING STATUTES SUMMARISED,

FOR THE USE OF STUDENTS.
By ERNEST C. THOMAS,

BACON SCHOLAR OF THE HON. SOCIETY OF GRAY’S INN, LATE SCHOLAR OF TRINITY COLLEGE, OXFORD 5
AUTHOR OF ‘‘ LEADING CASES IN CONSTITUTIONAL LAW BRIEFLY STATED.’

‘Will doubtless prove of much use to students, for whom itis intended, . . . Any student who, with
this brief summary asa guide, carefully studies the enactments themselves in the Revised Edition of the

Statutes, cannot fail to gain a very considerable acquaintance with every branch of English law.”—Law
Magazine.

 

Second Edition, in 8vo, in preparation.

LEADING CASES IN CONSTITUTIONAL LAW

BRIEFLY STATED, WITH INTRODUCTION, EXCURSUSES, AND NOTES,

By ERNEST C. THOMAS,.

BACON SCHOLAR OF THE HON, SOCIETY OF GRAY’S INN, LATE SCHOLAR OF TRINITY COLLEGE, OXFORD.

“Mr. E, C. Thomas has put together in a slim octavo a digest of the principal cases illustrating Con
stitutional Law, that is to say, all questions as to the rights or authority of the Crown or persons under it,
as Tekards not merely the constitution and structure given to the governing body, but also the mode in
which the sovereign power is to be exercised. In an introductory essay Mr. Thomas gives a very clear and
intelligent survey of the general functions of the Executive, and the principles by which they are regulated ; _
and then follows a summary of leading cases.” Saturday Review.

ge Mr. Thomas gives a sensible introduction and a brief epitome of the familiar leading cases.”—Law
zmtes,

In 8vo, price 85., cloth,

AN EPITOME OF HINDU LAW CASES. With

Short Notes thereon. And Introductory Chapters on Sources of Law, Marriage,
Adoption, Partition, and Succession. By WILLIAM M. P. CoGHLAN, Bombay

 

 

Civil Service, late Judge and Sessions Judge of Tanna. |
 

 

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 29

In a handy volume, price 5s. 6:., cloth,

RAILWAY PASSENGERS AND RAILWAY COMPANIES:

THEIR DUTIES, RIGHTS, AND LIABILITIES.
With an Appendix containing Addenda et Corrigenda to Nov. 1880,
By LOUIS ARTHUR GOODEVE,
OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW.
“4 The Appendix can be had separately, price ts.
“Mr. Goodeve’s little book is a concise epitome of the Acts, Bye-laws, and Cases relating to passengers

and their personal luggage.

It is clearly written, and the reader is able speedily enough to find any point

mbar which ie celts: to inform himself."—Law Y¥ournad.
r. Goodeve has rendered a service to the public in making a di i i

0 h ‘s n mak gest of the law relating to railwa:
passengers, including the respective duties, rights, and liabilities of the Companies on the one hand and
passengers on the other, as laid down by the statutes and the decisions of the Superior Courts. The
various points are treated in a clear yet concise manner ; and it is to be hoped that this little work will be
widely studied so that people may know what are their rights, and take steps to maintain them.”—

Saturday Review.

“ After reading the volume with great interest, we can onl it i
u " u - nly say that it is clear, compact, and accurate.
Passengers who want vediad/e information should consult this book.”—Shefield Post. a

 

EUROPEAN ARBITRATION.
Part I., price 7s. 6¢., sewed,

LORD WESTBURY’S DECISIONS.

ReEporRTED BY FRANCIS 5S. REILLY,

OF LINCOLN’S INN, BARRISTER-AT-LAW.

 

ALBERT ARBITRATION.
Parts I., II., and III., price 255., sewed,

LORD CAIRNS’S DECISIONS.

ReEporTED BY FRANCIS 5S. REILLY,

OF LINCOLN’S INN, RARRISTER-AT-LAW.

 

In 8vo, price 21s., cloth,
A TREATISE ON

THE STATUTES OF ELIZABETH AGAINST
FRAUDULENT CONVEYANCES.

THE BILLs oF SALE REGISTRATION ACTS AND THE LAW OF VOLUNTARY
DISPOSITIONS OF PROPERTY GENERALLY,
By H. W. MAY, B.A, (Ch. Ch. Oxford),

AND OF LINCOLN’S INN, BARRISTER-AT-LAW.

“This treatise has not been published before it
was wanted. ‘The statutes of Elizabeth against
fraudulent conveyances have now been in force for
more than three hundred years. The decisions
under them are legion in number, and not at all
times consistent with each other. An attempt to
reduce the mass of decisions into something like
shape, and the exposition of legal principles in-
volved in the decisions, under any circumstances,
must have been a work of great labour, and we are

leased to observe that in the book before us there
been a combination of unusual Jabour with con-
siderable professional skill. . . . We cannot con-
clude our notice of this work without saying that it
reflects great credit on the publishers as well as the
author. The facilities afforded by Messrs. Stevens
and Haynes for the publication of treatises by rising
men in our profession are deserving of all praise.
We feel assured that they do not lightly lend their
aid to works presented for publication, and that in
consequence publication by such a firm is to some
extent a guarantee of the value of the work
published.”—Canada Law Yournat.

 

“Examining Mr. May’s book, we find it con-
structed with an intelligence and precision which
render it entirely worthy of being accepted as a
guide in this confessedly difficult subject. The
subject is an involved one, but with clean and clear
handling it is here presented as clearly as it could
be... . On the whole, he has produced a ve!
useful book of an exceptionally scientific character.”
—Solicitors’ Fournal.

“‘The subject and the work are both very good.
The former is well chosen, new, and interesting ;
the latter has the quality which always distin-
guishes original research from borrowed labours.”
—Anmerican Law Review.

“(We are happy to welcome his(Mr. May’s) work
as an addition to the, we regret to say, brief cata-
logue of law books conscientiously executed. We
can corroborate his own description of his labours,
‘that no pains have been spared to make the book
as concise and practical as possible, without doing
so at the expense of perspicuity, or by the omission
of any important points.’”—Law Times.

 

 
 

AN

“This is an interesting and valuable book. It
treats of one of those obscure branches of the law
which there is no great inducement for a legal
writer to take up..... Mr. Hall, whose first
edition was issued in 1830, was a writer of consider-
able power and method. Mr. Loveland’s editing
reflects the valuable qualities of the ‘ Essay’ itself.
He has done his work without pretension, but in a
solid and efficient manner. The ‘Summary of Con-
tents’ gives an admirable epitome of the chief
points discussed in the ‘Essay,’ and indeed, in
some twenty propositions, supplies a useful outline
of the whole law. Recent cases are noted at the
foot of each page with great care and accuracy,
while an Appendix contains much valuable matter ;
including Lord Hale’s treatise De Fure Maris,
about which there has been so much controversy,
and Serjeant Merewether’s learned argument on
the rights in the river Thames. The book will, we
think, take its place as the modern authority on the
subject."—Law Fournal.

“The treatise, as originally published, was one of
considerable value, and has ever since been quoted
asa standard authority. But as time passed, and
cases accumulated, its value diminished, as it was

 

 

30 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

In one volume, 8vo, price 25s., cloth,

ESSAY ON

THE RIGHTS OF THE CROWN

AND THE PRIVILEGES OF THE SUBJECT
IN THE SEA SHORES OF THE REALM.
By ROBERT GREAM HALL,

OF LINCOLN’S INN, BARRISTER-AT-LAW.
SECOND EDITION.

REVISED AND CORRECTED, TOGETHER WITH EXTENSIVE ANNOTATIONS,
AND REFERENCES TO THE LATER AUTHORITIES IN ENGLAND,
SCOTLAND, IRELAND, AND THE UNITED STATEs.

By RICHARD LOVELAND LOVELAND,

OF THE INNER TEMPLE,

BARRISTER-AT-LAW,

necessary to supplement it so largely by reference
to cases since decided. A tempting opportunity
was, therefore, offered to an intelligent editor to
supply this defect in the work, and Mr. Loveland
has seized it, and proved his capacity in a very
marked manner. As very good specimens of anno-
tation, showing clear judgment in selection, we may
refer to the subject of alluvion at page 1og, and the
rights of fishery at page 50. At the latter place he
begins his notes by stating under what expressions
a ‘several fishery’ has been held to pass, proceed-
ing subsequently to the evidence which is sufficient
to support a claim to ownership of a fishery. The
important question under what circumstances
property can be acquired in the soil between high
and low water mark is lucidly discussed at page 77,
whilst at page 81 we find a pregnant note on the
piper of a grantee of wreck in goods stranded
within his liberty.

“We think we can promise Mr. Loveland the
reward for which alone he says he looks—that this
edition of Hall’s Essay will prove a most decided
assistance to those engaged in cases relating to the
foreshores of the country.”—Law Times.

‘“* The entire book 7s masterly.’—ALBANY Law JOURNAL.

 

‘CAs a compendium of the law upon a special
and rather ‘intricate subject, this treatise cannot
but prove of great practical value, and more
especially to those who have to advise upon the
institution of proceedings under the Rivers Pollu-
tion Preventive Act, 1876, or to adjudicate upon
those proceedings when brought.” —J/riskh Law
Times.

‘*We can recommend Mr. Higgins’ Manual as
the best guide we possess.” —Public Health.

“‘County Court Judges, Sanitary Authorities,
and Riparian Owners will find in Mr. Higgins’
‘Treatise a valuable aid in obtaining a clear notion
of the Law on the Subject. Mr. Higgins has
accomplished a work for which he will readily be
recognised as having special fitness, on account of

 

In one volume, 8vo, price 12s., cloth,
A TREATISE ON THE LAW RELATING TO THE

POLLUTION AND OBSTRUCTION OF WATER COURSES ;

TOGETHER WITH A BRIEF SUMMARY OF THE VARIOUS SOURCES OF RIVERS
POLLUTION.

By CLEMENT HIGGINS, M.A, F.C.S,,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

his practical acquaintance both with the scientific
and the legal aspects of his subject.”"—Law Maga-
sine and Review.

‘The volume is very carefully arranged through-
out, and will prove of great utility both to miners
and to owners of land on the banks of rivers.”—
The Mining Fournal.

“Mr. Higgins writes tersely and clearly, while
his facts are so well arranged that it is a pleasure
to refer to his book for information ; and altogether
the work is one which will be found very useful by
all interested in the subject to which it relates.”—
Engineer.

““A compact and convenient manual of the law
on the subject to which it relates.”— Solicitors’
Fournal.

 

 
 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 31

 

JOHN D.

“This edition of what has become a standard
work has the advantage of appearing under the
supervision of the original author as well as of
Mr, Lumley Smith, the editor of the second edition.
The result is most satisfactory. Mr. Lumley
Smith’s edition was ably and conscientiously pre-
pared, and we are glad to find that the reader still
enjoys the benefit of his accuracy and learning.
At the same time the book has doubtless been
improved by the reappearance of its author as co-
editor. The earlier part, indeed, has been to a
considerable extent entirely rewritten.

“Upon the general principles, according to which

ges are to assessed in actions of contract,
Hadley v. Baxendale (g Ex. 341) still remains
the leading authority, and furnishes the text for
the discussion contained in the second chapter
of Mr. Mayne’s book. Properly understood and
limited, the rule proposed in that case, although in
one respect not very happily worded, is a sound
one, and has been repeatedly approved both in
England and America, The subsequent decisions,
which are concisely summarized by Mr. Mayne,
have established that mere knowledge of special
circumstances is not enough, unless it can be in-
ferred from the whole transaction that the
contractor consented to become liable to the extra
damage. This limitation is obviously just, especially
in the case of persons, such as common carriers,
who have no option to refuse the contract. Mere
knowledge on their part of special circumstances
ought not, and, according to the dicta of the
judges in the Exchequer Chamber in Horne
‘v. Midland Railway Company (21 W. R._ 481,
» L. R. 8.C, P. 131), would not involve the carrier in
“additional responsibility. Mr. Mayne’s criticism
‘of the numerous cases in which this matter has been
considered leaves nothing to be desired, and the
rules he deduces therefrom (pp. 32, 33) appear to us
to exhaust the subject.

 

 

In 8vo, THIRD EpITION, price 25s., cloth,

MAYNE’S TREATISE

THE LAW OF DAMAGES.

THIRD EDITION.

BY

M AY NE,

OF THE INNER TEMPLE, BARRISTER-AT-LAW 5
AND

LUMLEY SMITH,

OF THE INNER TEMPLE, Q.C.

“* During the twenty-two years which have elapsed since the publication of this well-known
work, its reputation has been steadily growing, and it has long since become the recognised
authority on the important subject of which tt treats..—LAW MAGAZINE AND REVIEW.

‘Mr. Mayne’s remarks on damages in actions of
tort are brief. We agree with him that in such
actions the courts are governed by far looser princi-
ples than in contracts; indeed, sometimes it is
impossible to say they are governed by any princi-
ples at all. In actions for injuries to the person or
reputation, for example, a judge cannot do more
than give a general direction to the jury to give
what the facts proved in their judgment required.
And, according to the better opinion they may give
damages ‘for example’s sake,’ and mulct a rich
man more heavily than a poor one. In actions for
injuries to property, however, ‘vindictive’ or
‘exemplary’ damages cannot, except in very rare
cases, be awarded, but must limited, as in con-
tract, to the actual harm sustained.

‘The subject of remoteness of damage is treated
at considerable length by Mr. Mayne, and we notice
that much new matter has been added. Thus the
recent case of Riding v. Smith (24 W. R. 487, 1
Ex. D. gr) furnishes the author with an opportunity
of discussing the well-known rule in Ward v.
Weeks (7 Bing. 211) that injury resulting from the
repetition of a slander is not actionable. The rule
has always seemed to us a strange one, if a man is
to be made responsible for the natural consequences
of his acts. For everyone who utters a slander
may be perfectly certain that it will be repeated.

“Tt is needless to comment upon the arrangement
of the subjects in this edition, in which no alteration
has been made. The editors modestly express a
hope that all the English as well as the principal
Irish decisions up to the date have been included,
and we believe from our own examination that the
hope is well founded. We may regret that, warned
by the growing bulk of the book, the editors have
not included any fresh American cases, but we feel
that the omission was unavoidable. We should add
that the whole work has been thoroughly revised.” —
Solicitors’ Fournal,

‘© This text-book ts so well known, not only as the highest authority on the subject treated
of, but as one of the best text-books ever written, that it would be idle for us to speak of it

in the words of commendation that it deserves.

do without.” CANADA LAW JOURNAL.

Lt is a work that no practising lawyer can

 
 

 

32 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

In 8vo, price 25., sewed,

TABLE of the FOREIGN MERCANTILE LAWS and CODES
in Force in the Principal States of EUROPE and AMERICA. By CHARLES
Lyon-Cakn, Professeur agrégé & la Faculté de Droit de Paris; Professeur 4

l’Ecole libre des Sciences politiques.

Solicitor, Paris.

Translated by NAPOLEON ARGLES,

In one volume, demy 8vo, price Ios. 6d., cloth,

PRINCIPLES OF THE LAW OF STOPPAGE IN TRANSITU,

RETENTION, AND DELIVERY.
By JOHN HOUSTON, of the Middle Temple, Barrister-at-Law.

“We have no hesitation in saying that we think
Mr. Houston’s book will be a very useful accession
to the library of either the merchant or the lawyer.”
—Solicitors’ Fournal,

“We have, indeed, met with few works which so

successfully surmount the difficulties in the way of
this arduous undertaking as the one before us ; for
the language is well chosen, it is exhaustive of the
law, and is systematised with great method.”—
American Law Review.

In 8vo, price 10s. 62., cloth,
A REPORT OF THE CASE OF

THE QUEEN v. GURNEY AND OTHERS,

In the Court of Queen’s Bench before the Lord Chief Justice CockBURN.

With an

Introduction, containing a History of the Case, and an Examination of the Cases
at Law and Equity applicable to it ; or Illustrating THE DocTRINE oF Com-

MERCIAL FRAUD.

“It will probably be a very long time before the
prosecution of the Overend and Gurney directors is
forgotten. It remains as an example, and a legal
precedent of considerable value. It involved the
immensely important question where innocent mis-
representation ends, and where fraudulent misrepre-
sentation begins.

“< All who perused the report of this case in the
columns of the Z%es must have observed the
remarkable fulness and accuracy with which that

By W. F. FInuason, Barrister-at-Law.

duty was discharged, and nothing could be more
natural than that the reporter should publish a
separate report in book form. This has been done,
and Mr. Finlason introduces the report by one
hundred pages of dissertation on the general law.
To this we shall proceed to refer, simply remarking,
before doing so, that the charge to the jury has
been carefully revised by the Lord Chief Justice.”
—Law Times.

 

12mo, price Ios. 6d., cloth,

A TREATISE ON THE GAME LAWS OF ENGLAND AND WALES:

Including Introduction, Statutes, Explanatory Notes, Cases, and Index.
Q.C., Recorder of Brighton.

Locke, MAP,

By JoHN
The Fifth Edition, in which are

introduced the GAME LAWS of SCOTLAND and IRELAND. By Gi_more
Evans, of the Inner Temple, Barrister-at-Law.

 

In royal 8vo, price Ios. 6d., cloth,

THE PRACTICE OF EQUITY BY WAY OF REVIVYOR AND SUPPLEMENT.

With Forms of Orders and Appendix of Bills.
By LOFTUS LEIGH PEMBERTON, of the Chancery Registrar’s Office.

“Mr. Pemberton has, with great care, brought
together and classified all these conflicting cases,
and has, as far as may be, deduced principles which

 

will probably be applied to future cases. —Soéi-
citors Journal,

 

In 8vo, price 5s., cloth,

THE LAW OF PRIORITY.

A CONCISE VIEW OF THE LAW RELATING TO PRIORITY OF INCUMBRANCES
AND OF OTHER RIGHTS IN PROPERTY.

By W. G. ROBINSON, M.A., Barrister-at-Law.

“(Mr. Robinson’s book may be recommended to
the advanced student, and will furnish the practi-

| tioner with a useful supplement to larger and more
| complete works.”—Sodicitors’ Yournal.

 

 
 

 

 

STEVENS & HA YNES, BEEL YARD, TEMPLE ‘BAR. 33

In crown 8vo, price 16s., cloth,

A MANUAL OF THE PRACTICE OF PARLIA-
MENTARY ELECTIONS tHrouGHourt GREAT BRITAIN AND >

IRELAND. Comprising the Duties of Retugni Officers, and their Deputies
Town Clerks, Agents, *BollsClarks, &c:, and thé Law of. Election Expenses.
Corrupt Practices, and illegal Payments. With an Appendix of Statutes and an
> Index. By Henry JeFrreys Busupy, Esq., one of the Metropolitan Police
Magistrates, sometime Recorder of Colchester.—Fifth Edition. Adapted to and
embodying the recent changes in the Law, including the Ballot Act, the Instruc- :

gs cane

tions to’ Returning Officers in England and Scotland issued by the Home Office,
and the whole of the Statute Law relating to the subject. “Edited by Henry
HARDCASTLE, of the Inner Temple, Barrister-at-Law.

“We have just received at a very opportune | is known as one of the joint ‘editors of O'Malley
moment the new edition of this useful work. We | and Hardeastle’s Election Reports, has done his
need only say that those who have to do with | work well... 2... For practical purposes, as
elections will find ‘ Bushby’s Manual’ replete with , a handy manual, we can recommend the work
‘information and trustworthy, and that Mr. Hard- | to returning officers, agents, and candidates ; and
castle has incorporated all the recent changes of | returning officers cannot do better than distribute
the law."—Law Fournal, this manual freely amongst their subordinates, if

they wish them to understand their work.”—So/i-

“* As far as we can judge, Mr. Hardcastle, who | citors’ ¥ournal, ~ ‘' ° ae :

 

A Companion Volume to the above, in crown 8vo, price 9s., cloth,

THE LAW, AND PRACTICE OF ELECTION PETITIONS,

With an Appendix containing the Parliarnentary Elections Act, 1868, the General Rules
for the Trial of Election Petitions in England, Scotland, and Ireland; Forms of
Petitions, &c. Second Edition. By HENry HARpDcasTLe, of the Inner Temple,
Barrister-at-Law. ; Bi Ne, “84 pot

“Mr. Hardcastle gives us an original treatise | extremely useful, and he gives all the law and
with foot notes, and he has evidently taken very | practice-in a very small compass. In an Appendi
considerable pains to make his work a reliable is supplied the Act and the Rules. We can

ite Beginning with the effect of the Election’ | thoroughly recommend Mr. Hardcastle’s book as a

etitions Act, 2668, he takes his readers step by | concise manual on the law and practice of election
step through the new procedure. His mode.of | petitions.”—Law Times.
treating the subject of ‘particulars’ will be found boy : ;
SP ee eee poe a: fx 3 i

“Now ready, Vols. I., II., & HEL, price 73s. ; and Mol. EV. Pt. L., price 25. 6a.,
REPORTS OF THE DECISIONS OF THE

JUDGES FOR THE TRIAL OF ELECTION PETITIONS

IN ENGLAND AND IRELAND.
PURSUANT TO THE PARLIAMENTARY ELECTIONS ACT, 1868,
By EDWARD LOUGHLIN O’MALLEY anp HENRY HARDCASTLE.

In 8yo, price 125., cloth,

THE LAW OF FIXTURES,
IN THE PRINCIPAL RELATION OF
-LANDLORD AND TENANT,

- ‘AND IN ALL OTHER OR GENERAL'RELATIONS.§ |) UV

FOURTH EDITION: :
By ARCHIBALD BROWN, M.A. Edin. and Oxon., and B.C.L. Oxon.,
OF THE MIDDLE TEMPLE, BARRISTER-AT-LAW,

lie Rec at Bey Ba wok pes
' “The author tells us that every endeavour has | new edition,,and-we have not space for further
been made to make this Edition as complete as | remarks on the book itself: but we may observe

" possible. We think he has been very successful.’ | that the particular circumstances of the cases cited

‘| ~Law Times. .

For i he’ changes effected. by the Bills of | are in all instances sufficiently detailed to make the
Sale AG, ere 3 Tate pane well indicated. and a | principle of law clear; and though very many of the
new chapter as been added with reference to the | principles given are in the very words of the judges,
Law of Ecclesiastical Fixtures and Dijlapidations. a the ans time the apeet rhae not spared to deduce
q i it has achieved.” is own observations, and the treatise is commend-
ie ee fg or x able as well for originality as for laboriousriess.”

“We have touched ci the principal features of this | —Law Fournal, .

 
 

384 STEVENS & HAYNES, BELL YARD, TEMPLE: BAR.

 

Stevens and Haynes’ Series of Reprints of the Early Reporters.
SIR BARTHOLOMEW SHOWER’S PARLIAMENTARY CASES. |

 

. ,. In 8vo, 1876, price 4/. 45., best! calf bindings +

: y e . ; Tr
SHOWER’S CASES IN PARLIAMENT
RESOLVED AND ADJUDGED UPON PETITIONS & WRITS OF ERROR. :
. FOURTH EDITION. ©
CONTAINING ADDITIONAL CASES NOT HITHERTO REPORTED.
’ REVISED AND EDITED BY

an
RICHARD LOVELAND LOVELAND, .
OF THE INNER TEMPLE, BARRISTER-AT-LAW ; EDITOR OF ‘‘KELYNG’S’ CROWN CasEs,”” AND!
j “ HALL’S. ESSAY ON THE RIGHTS OF THE CROWN IN THE SEASHORE,” 7

* Messrs. STEVENS & Haynes, the successful publishers of the Reprints of Bellewe,
Cooke, Cunningham, Brookes’s New Cases, Choyce Cases in Chancery, William Kelynge
and Kelyng’s Crown Cases, determined to issue a new or fourth Edition of Shower’s Cases
in Parliament. Die ; :

‘© The volumé, although beautifully printed on old-fashioned Paper, in old-fashioned
type, instead of being in the quarto, is in the more convenient octavo form, and contains
several additional cases not. to be found in any of the previous-editions of the work.

“* These are all cases. of importance, worthy of being ushered into the light of the
world by enterprising publishers.-'” el Re TS Sede ew E aha x “ts

‘* Shower’s Cases are models for reporters, even-in our day. The statements, of the
case, the arguments of counsel, and the opinions of the Judges, are all clearly and ably given.
_ . “This new edition with an old face of these valuable reports, under the able editorship
of R. L. Loveland, Esq., should, in the language of the advertisement, ‘be welcomed by
the profession, as well as enable the custodians of public libraries to complete or add to
their series of English Law Reports.’”—Canada Law Fournal. ,

‘BELLEWE’S CASES, T. RICHARD II,

 

In 8vo, 1869, price 32. 3s., bound in calf antique,

LES ANS DU ROY. RICHARD LE SECOND.

Collect’ ensembl’ hors les abridgments de Statham, Fitzherbert et Brooke. Per
RICHARD BELLEWE, de Lincolns Inne. 1585. Reprinted from the Original
‘ Edition, 7 ed j “hie
“No public library in.the world, where English
law finds a place, should be without a copy of this.
edition of Bellewe.”—Cadada. Law Yournal, |

highly creditable to the, spirit and: enteyprise: of
private publishers. The work is an important link
in otr legal history ; there are no year books of the |
reign of Richard II., and Bellewe supplied the only
gules suites by ase extracting and collecting al! | _
the cases he could find,.and he: did itm # ost {|
convenient form—that of travel i fo oe os

We have here a fac-simile edition of Bellewe,

- and.it is really, the most /beautiful and admirable’
‘reprint that has appéared at any time. It is a
perfect gem of antique printing, and forms. a most
interesting monument of our early legal history.
It belongs.to the same class of works as the Year
Book.of Edward I. and other similar works which j
have_been. printed in our own time under the:
auspices of the Master of the Rolls; but is far
superior to any of them, and is in this respect

i

ical arrangement ‘|
in the order of subjects, so that the workis a digest
as well”as a book of law reports. It is in fact a
collection of cases of the reign-of Richard.II.
arranged according to their subjectsin ‘alphabetical | -
order. It is therefore, dne of t 0. telligible -
and interesting legal memorials of the Middle |
Ages.” —Law Times. a

; ; a! T
; 5 :
CUNNINGHAM’S REPORTS.
In 8vo, 1871, price 37. 3s., calf antique,

CUNNINGHAW’s (T.) Reports in K, B., 7 to 10 Geo, II.; to which is prefixed a Proposal
for rendering the Laws of England clear and certain, humbly offered to the
Consideration of both Houses of Parliament. Third edition, with numerous
Corrections. By Tuomas TOWNSEND BucKNILL, Barrister-at-Law.

“The instructive chapter which precedes the | peace and prosperity of every nation than good
cases, entitled ‘A proposal for rendestag: the Laws | laws and the-due execution of "heme The histoay

 

 

 

of England clear and certain,’ gives the. volume a
degree of peculiar interest, independent of the value
of many of the reported cases, That chapter begins
with words which ought, for the information of
every people, to be printed in letters of gold. They
are as follows: ‘Nothing conduces more to the

 

of the civil law. is then rapidly. traced. : Nextwa
history is given of English Reporters, ‘beginning
with the reporters of the-Year Books from 1 Edw.
III. to 12 Hen, VIII.—being near 200 yea
afterwards to the time of the author.”—Camada :
Law Yournail. , ae:

 

wou
 

STEVENS & HAYNES, BELL YARD, "TEMPLE BAR. 35

Stevens and Haynes’ Series of Teprints of the Early Reporters.

CHOYCE CASES IN CHANCERY.

eee ee ee a ees

In Svo, 1870, price 2/. 2s., calf antique,

THE PRACTICE OF THE HIGH COURT OF CHANCERY.

With the Nature of the several Offices belonging to that Court. And the Reports of
many Cases wherein Relief hath been there had, and where denyed.

‘This volume, in paper, type, and binding (like ‘‘ Bellewe’s Cases") is a fac-simile of the antique edition.
All who buy the one should buy the other.”"—Canada Law Youmnal,

 

In S8vo, 1872, price 3/. 3s., calf antique.

SIR G. COOKE’S COMMON PLEAS REPORTS

IN THE REIGNS OF QUEEN ANNE, AND KINGS GEORGE I. anp II.

The Third Edition, with Additional Cases and References contained in the Notes
taken from L. C. J. Eyre’s MSS. by Mr. Justice Nares, edited by THomas
TOWNSEND BUCKNILL, of the Inner Temple, Barrister-at-Law.

‘Law books never can die or remain long dead an old volume of Reports may be produced by these
so long as Stevens and Haynes are willing to con- | modernpublishers, whose good taste is only equalled
tinue them or revive them when dead. It is cer- by their enterprise.”—Canada Law Fournal.
tainly surprising to see with what facial accuracy

BROOKE’S NEW CASES WITH MARCH’S TRANSLATION.

In 8vo, 1873, price 4/. 4s., calf antique.

Brooke’s (Sir Robert) New Cases in the time of Henry VIII., Edward VI., and
Queen Mary, collected out of Brook’s Abridgement, and arranged under years,
with a table, together with Marcu’s (John) 77ans/ation of BRooKE’s New Cases
in the time of Henry VIII., Edward VI., and Queen Mary, collected out of
Brooke's Abridgement, and reduced alphabetically under their proper heads and
titles, with a table of the principal matters. In one handsome volume. 8vo. 1873.

“Both the original and the translation having. | Stevens.and Haynes have reprinted the two books

' long been very scarce, and the mispaging and other | in one volume, uniform with the preceding volumes

errors in March's translation making a new and | of the series of Early Reports.”—Canada Law

éorrected edition peculiarly desirable Messrs. Fournal,

KELYNGE’S (W.) REPORTS.

In 8vo, 1873, price 4/. 4s., calf antique,
KELYNGE’s (William) Reports of Cases in Chancery, the King’s Bench, &c., from the
3rd to the th year of his late Majesty King George II., during which time Lord
King was Chancellor, and the Lords Raymond and Hardwicke were Chief
_ Justices of England. To which are added, seventy New Cases not in the First
‘Edition. Third Edition. In one handsome volume. ‘8vo. 1873.

 

 

KELYNG’S (SIR JOHN) CROWN CASES.

In 8vo, 1873, price 4/. 4s., calf antique, /
KeLync’s (Sir J.) Reports of Divers Cases in Pleas of the Crown in the Reign of King
Charles II., with Directions to Justices of the Peace, and others ; to which are
added, Three Modern Cases, viz., Armstrong and Lisle, the King and Plummer,
4 the Queen and Mawgridge. Third Edition, containing several additional Cases
j never before printed, together with a TREATISE UPON THE LAW AND PROCEED-
I h INGS IN CASES OF HIGH TREASON, first published in 1793. The whole carefully
revised and edited by RicHarD LovELAND LovELAND, of the Inner Temple,
Barrister-at-Law.
“We look upon this volume as one of the most good service rendered by Messrs. StevensandHaynes
important and valuable of the unique. reprints of | to the profession. . . . Should occasion arise, the
Messrs Stevens and Haynes. Little do we know Crown prosecutor, as well as counsel for the prisoner
of the mines of legal wealth that lie buried in the | will find in this volume a complete vade secu of
old law books. But a.careful examination, either of the Jaw of high treason and proceedings in relation
the reports or of the treatise embodied in the volume thereto.”—Canada Law Fournal,
how before us, will give the reader some idea of the

 

 

 

 
 

 

36 STEVENS & HAYNES, BELL. YARD, TEMPLE BAR.

 

In one volume, 8vo, price 255., cloth, —
“A ‘CONCISE TREATISE ON
PRIVATE INTERNATIONAL. JURISPRUDENCE,
BASED ON THE DECISIONS IN THE ENGLISH COURTS. e)

By JOHN ALDERSON FOOTE,

OF LINCOLN’S INN, BARRISTER-AT-LAW } CHANCELLOR'S LEGAL MEDALLIST AND SENIOR WHEWELL SCHOLAR
OF INTERNATIONAL LAW CAMBRIDGE UNIVERSITY, 18733 SENIOR STUDENT IN JURISPRUDENCE
“+. AND ROMAN LAW, INNS OF COURT EXAMINATION, ‘HILARY TERM) 1874. , i *

de si > of t i . ‘

Ba
swt ge hor @

 

it U . ait f ryote 3% ¥

“This work seems to us likely to prove of considerable use to all English lawyers who have to deal with
questions of private international law. Since | the publication | of Mr. _ Westlake’ 's valuable treatise, twenty
years ago, the judicial decisions of English courts bearing upon different parts of this subject have greatly
increased in number, and it is full time that these decisions should be examined, and that the conclusions
to be deduced from them should be systematically set forth in a treatise. Moreover, Mr. Foote has'done
this well.”—S. ‘olicitors’ Journal.

“Mr, Foote has done his work very well, and the book will be useful to all who have to deal with the
class of cases in which English law alone i is not sufficient to settle the question. "—Saturda Da oo a
March 8, 1879. ey; | | as as oe 8 i Ate a Raw a see

‘*The author's object has been to reduce into order ibe mass of materials aap cecumulatedli in tha
shape of explanation and actual decision on the’ interesting matter of which he treats ; and to construct a
framework of private international law, not from the dicta of jurists so much as from judicial decisions i in
English Courts which have superseded them. ‘And it is here, in compiling and’ arranging in a concise
form this valuable material, that Mr, Foote’s wide range of knowledge and Jegal acumen bear such good
fruit.’ Asa guide and assistant to' the student of interriational law, the whole treatise will be invaluable :
while a table of cases and 3 general index’ will enable: him to find what he wants fmiliane trouble, _
Standard.

“The recent decisions on points of international law (and there ‘ists been a large number since Westlake’s
publication) have been well stated. So far as we have observed, no case of any importance has been
omitted, and the leading cases have been fully analysed.’ The author does not hesitate to criticise the
grounds of a decision when these appear to him to conflict with the proper rule of law. Most of his
criticisms seem to us very jus . + On.the whole we can Tecommend , Mx. +Fog te's, treatise as a useful
addition to our text-books, aed wd we expect it wil rapidly find‘its wayjinto ‘the hands of ofp rrahlen lawyers.”
—The Fournal of Surisprudence and Scottish Law Magazine. | ,

‘Mr. Foote has evidently borne closely in mind the needs of Students of Jurisprudence as well as those
of the Practitioners. For both, the fact that his work is almost entirely one of Case-law, will eorninehi
it'as one useful alike in Chambers and in Court. "—Law Magazine and Review.

‘Mr. Foote’s book will be useful to the student. 2... One of, the best points of Mr, Foote'’s book
is the “Continuous Summary,’ which | ‘occupies about thirty pages, and is divided into four parts—Persons,
Property, Acts, and Procedure. Mr, Foote remarks that these summaries are not in any way'intended as |

~ an attempt, at edification, However that may be, they are a digest wh on 5, high, cred} ton the |
author's assiduity and ‘capacity. They are ‘ meant merely to guide, the st ut ‘they willido ‘much
more than guide him. They will enable him to get such. a grasp | of the subject as ‘will render the reading
of the text easy and fruitful.”—Law Fournal,

“This book is well adapted to’ be ‘used both as a text-book for students and ‘a “book of reference for
practising barristers."—Bar Examination Fournal, |

“This i isa book which supplies the want which has lorig been felt for a really good modern treatise on
Private International Law adapted to the’ ‘every-day’ requirements of- the English Practitioner. The
whole volume, although designed for the use of the practitioner, is so moderate in size—an octavo of 500
pages only—and the arrangement and development of the subject so well conceived and executed, that it
will. amply repay perusal by those’ whose immediate object may bé hot the actual decisions of 'a knotty
point but the satisfactory, disposal of an examination paper. "—Oxford sa Cambridge Undergraduates
Journal,

“Since the publication, some twenty years ago, of Mr.. Westlake’s- eal Mr. Foote’s book. i is, in
our opinion, the best work on private jnternational law which has appeared in the English language. .. .
The work is executed with much ability, and will doubtless be found of great value by all persons who
have to consider’ questions on private internatiopal law."—A thenwunt,

 

 
 

 

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CONSENTS iS

SUBJECTS OF EXAMINATION.
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REAL AND PERSONAL PROPERTY.

Equity.

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Roman Law.
LIST OF SUCCESSFUL CANDIDATES.
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A SUMMARY OF JOINT STOCK COMPANIES’ LAW.

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extent—acquainted with company lawas a separate

5
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7

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BIBLIOTHECA LEGUM.

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A CATALOGUE OF LAW BOOWS, ‘tual oll he Rep rts

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TE RTIET

 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR. 41

 

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July, 1882.
By CHARLES JAMES TARRING,

OF THE INNER TEMPLE, ESQ., BARRISTER-AT-LAW,

CONTENTS.
TABLE OF Cases CITED. | Chapter V.—Appeals from the Colonies.

TABLE oF STATUTES CITED. Chapter VI.—Section 1.—Imperial Statutes relating
Introductory.— Definition of a Colony. tu the Colonies in general.

Chapter I.—The laws to which the Colonies are Section 2.—Imperial Statutes relating
subject. f to particular Colonies.
Chapter II.—The Executive. —
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Chapter III.—The Legislative power. IN THE CASES,
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‘

 
 

 

. With'an Appendix of Statutes,
Ceti ae

42 STEVENS &. HAYNES, BELL YARD,\TEMPLE BAR.

 

In.one volume, 8vo, price 16s., cloth,
A CONCISE TREATISE ON THE

STATUTE LAW OF ‘THE LIMITATIONS OF ACTIONS.

a aia DEO} s Refetences'to English, Itish, a Ameria =

néh Code,. and a.Copidus. Index.'
..By HENRY THOMAS BANNING, M.A,

. Hg (pit OF THE INNER TEMPLE, BARRISTER-AT-LAW.,
‘ . ty Dag weet Bs

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certain amount of repetition, but is not without its advantages, as the subject of. each chapter is tolerably
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appears to be accurately given—indeed, the author has, as we are informed in the preface, ‘so far as is
consistent with due brevity, employed the ifs/ssima verba of the tribunal ;’ and the cases are brought
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_ both to students dnd practitioners.”—Solicitors’ Fournal. ¥

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view of the law“ds'to the limitation of actions as it exists under-hurtierous statutes, ‘and a digest of the
principal reported cases relating to the subject which have arisen in the English.and American courts. sf:

| Saturday Review.

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In 8vo, price 8s., cloth,

The TRADE MARKS REGISTRATION ACT, 1875,

And the Rules thereunder; THE MERCHANDISE MARKS ACT, 1862, with an
oe pa ey containing a SUMMARY OF Tes a OF TRADE MAR
: \ together’ with rabti€al’ Notés and ‘ Ihstruétiéng, and ra copious. INDEXL
Epwarb Morton DanieL, of Lingoln’s- Inn, B riste at-Law, ‘ 3

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on the subject of trade marks, [Che publication is opportune; the subject being one which: must neprly
concern a ¢onsidérablé portion-of ‘the public, and ‘it ‘may be re¢orhmended to all who desire to take-advan-
tage of the protection afforded by registration under, the new legislation. It is practical, and seems to be
complete in every respect. ‘The volume is well printed and neatly got up.”"—Law Times.

ee Te his oe hid EO Mh ee Fi as Ta. 7
oe, In, 8vo, price Is. » sewed,

“AN ESSAY ON THE

ABOLITION -OF: CAPITAL. PUNISHMENT.

Embracing more particularly an Enunciation and Analysis of the Principles of Law as
applicable to Criminals of the Highest Degree of Guilt,

By WALTER: ARTHUR: COPINGER,
OF THE MIDDLE TEMPLE, ESQ., BARRISTER-AT-LAW $
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| THE INDIAN CONTRACT ACT, No. IX., of 1872.

TOGETHER
WITH AN INTRODUCTION AND EXPLANATORY NOTES, TABLE OF -
CONTENTS, APPENDIX, AND INDEX. :
By.H. S. CUNNINGHAM anp H. H. SHEPHERD,

BARRISTERS-AT-LAW,

 

 
} style.
| Sacrificed to brevity, and, so far as we have been { subject.”—Jrish Law Times, July ys 1877.

 

STEVENS. & HAYNES, BELL YARD, “TEMPLE. BAR.

43

 

eae slat

"This is a very ‘ood manual—practical, clearly
written, and ‘complete. ‘Thé subject lends itself
, well to the mode of treatment adopted by Mr.
: aa and in his we ne various Sections he
has car t together the cases and dis-
: cused theatities g.uport. the langungd of:
the different provisions."—Sodicitors’ Journal.

‘The main body of the work is concemed anly .
with the so-called Partition Acts, which are really
Acts eoaliing the Court in certain cases to sub-
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is very well summed up or set out in the present
edition of this book, which is well up to date. The

. Second Edition, in 8vo, price 8s,, cloth,

THE PARTITION ACTS, 1868

A MANUAL OF THE LAW OF PARTITION AND OF SALE
IN LIEU OF ‘PARTITION.-

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~<a 7 BY W. GREGORY .WALKER, “i; 3 $4

OF LINCOLN’S INN, BARRISTER-AT-LAW, B.A., AUTHOR OF “4 COMPENDIUM OF THE LAW OF EXECUTORS
AND ADMINISTRATORS.”

& 1876,

work is supple;
precedents of}

“This js a
little treatise.

ted by a very useful selection of
dadings and ae kan J eral
painstaking and_ praiseworthy
That such "a ork has now been
published needs, in fact, only to be announced ;
for, meeting as it does.an puddubted requirément,
it 1s sure to secure a place in the library of every
equity practitioner... . . We are gratified to be
able to add our assurance that the practitioner will
find that his confidence has not been misplaced, and
that Mr. Walker's manual, compact and inexpen-
sive as it is, is equally exhaustive and valuable.”—
Trish Law Times. Pll nb,

 

‘*Mr. Simpson's book comprises the whole of the
law relating to infants, both as regards their per-
sons and their property, and we have not observed
any very important omissions. The author has
evidently expended miuch trouble and care upon
his work, and brought together, in-a concise
and convenient form, the law upon the subject down
to the present time.”—Solicitors’ Fournal.

“Its law is unimpeachable. We have ‘detected
no errors, and whilst, the work might have been

{ done more scientifically, it is, beyond all question,

a compendium of sound legal principles.”"—Law
Times. ge

“‘Mr. Simpson has arranged the whole of the Law
relating to Infants with mah fulness of detail, and
yet in comparatively little ‘space. The result is
due mainly to the businesslike condensation of his
'ulness, however, hds by no means been

and Charges.

Barrister-at-Law.

 

' “My, Flaxman’s unpretentious but admni-
| vable little book makes the duties of all parties
under the Act abundantly clear... . Lawyers
a ee Dé book not only handy, but alsoinstryc-
a des id niggestive. Td registrars, and all persons!
engaged in the execution of the law, the book will .
beinvaluable. The index océupies thirty-five pages, |
‘and is so full that information on a minute point can
“be obtained’ without trouble., It is an index that
must have cost the author much thought and time.
The statements of what is to be done, who may do
#, and what must not pe are so clear that tt
ts well-nigh impossible for any one who consults
the book to err. Those who use Flaxman’s ‘ Regis-

 

 

In 8vo, price 215., cloth,

A TREATISE ON THE :

LAW AND PRACTICE RELATING TO INFANTS.

_» . By ARCHIBALD H. SIMPSON, M.A,

OF LINCOLN’S INN, ESQ., BARRISTER-AT-LAW, AND FELLOW OF CHRIST’S COLLEGE, CAMBRIDGE.

; In 8vo, price 85., cloth,
THE LAW CONCERNING THE .

REGISTRATION OF BIRTHS AND. DEATHS.

IN ENGLAND AND WALES, AND AT SEA.

| Being the whole Statute Law upon the subject ; together with a list of Registration Fees
Edited, with Copious Explanatory Notes and References, and an
Elaborate Index, by ARTHUR JOHN FLAXMAN, of the Middle Temple,

the Middle Temple, has publis'

able to test it, the work omits no point of any im-
portance, from the earliest cases to the last.. In
the essential qualities of clearness, completeness,
and orderly arrangement it leaves nothing to be
desired. g Fai bi

‘* Lawyers in doubt on any point of law or prac-
tice will find the information they require, if it can
be found at all, in Mr, Simpson’s book, and a
writer of whom this can be said may congratulate
himself on having achieved a considerable success.”
—Law Magazine, February, 1876. * :

“The reputation of ‘Simpson on Infants’ is
now too perfectly established to need any enco-
miums on our, part :.and we can only say that, as
the result of our own experience, we have invariabl
found this work an exhaustive dnd trustworthy
repertory of information on every question con-
nected with the law and practice relating to its

a

ra)

tration of Births and Deaths will admit that our
laudatory criticism is thoroughly merited."—Law
Fournal. .

- Mr, Arthur John Flaxman Derristeraclany tf

hed a smnall wor

‘The Law concerning the Registration of Births
and Deaths in England and Wales, and at Sea.’
Mr. Flaxman has pursued the only possible plan,
giving the statutes and: references to cases. The
remarkable feature is the index, which fills no less
than 35 out of a total of rxz pages. The index
alone would be extremely useful, and is worth the
money asked for the work.” —Law Times.”

ahah}

 
 

44 STEVENS & HAYNES, BELL YARD, TEMPLE BAR.
THE LAW OF EXTRADITIO N.

 

Prd at ge 8a oe ae
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THE LAW OF EXTRADITION,

WITH THE
CONVENTIONS ‘UPON THE SUBJECT EXISTING BETWEEN
' ENGLAND AND FOREIGN NATIONS, °
AND THE CASES DECIDED THEREON.
By EDWARD ' CLARKE,

OF LINCOLN’S INN, Q.C.

 

P '

‘*Mr. Clarke’s accurate and sensible book’ is the best authority to which the English
reader can turn upon the subject of Extradition.” —Saturday Review.

“‘ The opinion we expressed of the merits of this work when it first appeared has been
fully justified by the reputation it has gained. This new edition, embodying and ex-
plaining the recent legislation on extradition, is’likely to sustain that reputation. . oe
‘There are other points we had marked for comment, but we must content ourselves with
heartily commending this new edition; to the:attention of the profession. It is seldom we
come across a book possessing so much interest to the general reader and at the same
time furnishing so useful a guide to the lawyer.” —Solicitor's’ Journal.

and practice of the law of extradition will be greatly helped by Mr. Clarke... Lawyers
who have extradition business will find this volume an excellent ‘book of reference.
Magistrates who have to administer the extradition law will be’ greatly assisted by a
careful perusal of ‘Clarke upon Extradition.” This may be called a warm commenda-
tion, but those who have read the book will not say it is unmerited. We have so often
to exposé the false pretenders to legal authorship that it is a pleasure'to meet with &
volume that is the useful and unpretending result of honest work. Besides the Appendix,
which contains the extradition conventions of this country since 1843, we have eight
chapters, The first is ‘Upon the Duty of Extradition ;’ the second on the ‘Early
Treaties and Cases ;’ the others on the Jaw in the United States, Canada, England, and
France, and the practice in those countries.” —Law,Yournal, : ea

has been our province to notice for a long time, is ‘Clarke’s Treatise on the Law of
Extradition” . . . . . My. Clarke’s work comprises chapters upon the Duty of
Extradition ; Early Treaties arid’ Cases ; History of the Law in the United States, in
Canada, in England, in France, &¢., with an Appendix’ containing the Conventions.

2 ting between England and Foreign Nations, and the cases decided thereon - . -y -.
twork is ably prepared throughout, and ‘should form a patt of the library of every
ae interested in great Constitutional or International Questions.”—Ahany Law
‘ournal, ‘
THE Times of September 7, 1874, in a long article upon “ Extradition Treaties,”
makes considerable use of this work, and writes of it as “‘ Afr. Clarke’s useful Work on
Extradition.” ‘ ‘ : ia

 

In 8vo, 1876, price 8s., cloth,

THE PRACTICE AND PROCEDURE IN APPEALS

FROM INDIA TO THE PRIVY COUNCIL.
By E. B. MICHELL and R. B. MICHELL,

' BARRISTERS-AT-LAW.

“ A useful manual arranging the practice in convenient order, and giving the rules in force in several
Courts. It will be a decided acquisition to those engaged ‘in, Appeals from India."—Law Times.

 

_“* The appearance of a second edition of this treatise does not surprise us. It is a
useful book, well arranged and well written. A student who wants to learn the principles |

“* One of the most interesting and valuable contributions to legal literature: which it {

 
 

STEVENS & HAYNES, BELL YARD, TEMPLE BAR.

PRACTICE OF

In 8vo, price

TABLES OF STAMP DUTIES

45
CONVEYANCING.

2s. 6@., cloth, ‘

:
A

FROM 1815 TO THE PRESENT TIME.
By WALTER ARTHUR COPINGER,

OF THE MIDDLE TEMPLE, ESQUIRE, BARRISTER-AT-LAW ! AUTHOR OF “THE
LAW OF COPYRIGHT IN WORKS OF LITERATURE AND ART,” ‘INDEX
TO PRECEDENTS IN CONVEYANCING,” ‘‘TITLE DEEDS,” &c.

 

» “Conveyancers owe Mr. Copinger a debt of
: titude for his valuable Index to Precedents in
s Conveyancing : and we think the little book now
before us will add to their obligations. Mr. Copinger
gives, first of all, an abstract of the Stamp Act,

 

 

1870, with the special regulations affecting con- °

veyances, mortgages, and settlements in full. He
then presents in a tabular form the ad valorem
stamp duties om conyeyances, mortgages, and
settlements, payable in England from the 1st of
September, 1815, to the ‘roth of October, 1850, and
then tables of ad valorem duties payable on the
three classes of instruments since the last-mentioned
date, and at the present time: arranged very clearly
in columns. We cannot pretend to have checked

the figures, but those we have looked at are correct:
and we think this little book ought to find its way
into a good many chambers and offices,"—Soéi-
citors’ Fournal. ue :

““This book, or at least one containing the same
amount of valuable and well-arranged information,
should find a place in every Solicitor’s office. - It is
of especial value when examining the abstract of a
large number of old title deeds." —Law Zimes,

“His Tadles of Stamp Duties, From 1815/¢0 1878,
have aleeny been tested in Chambers, and being
now published; will materially lighten the labours
of the profession ina tedious department, yet one re-
quiring great care.”—Law Magazine and Review.

 

In one valume, 8vo, price 145., cloth,

TITLE

THEIR CUSTODY, INSPECTION,

“In dealing with ‘documentary evidence at
law and in.equity and in matters of conveyancing,
including covenants for the production of deeds

discrimination, for it is a branch of the general
subject of evidence which is very susceptible of
independent treatment. We are glad, therefore,
to be able to approve both of the design and the
manner in which it has been executed. .

“The literary exgcution of the work is good
ehough to invite quotation, but the volume is nat

and,, attested copies,’ Mr. Copinger has shown |

DEEDS:

AND PRODUCTION, AT LAW, IN

EQUITY, AND IN MATTERS OF CONVEYANCING,

Including Covenants for the Production of Deeds and Attested Copies ; with an Appendix
of Precedents, the Vendor and Purchaser Act, 1874, &¢., &c., &c.
ARTHUR COPINGER, of the Middle Temple, Barrister-at-Law ; Author of ‘‘ The
Law of Copyright” and ‘‘ Index to Precedents in Conveyancing.”

By WALTER

is
large and we content ourselves with recommend-
ing it to the profession.” —Law Times. ‘

‘A really good treatise on this subject must be
essential to the lawyer: and this is what we Move
here. Mr, Copinger has supplied a much-felt want,
‘|’ by the compilation of this volume. We have not

space to.go into the details of the book’; it appears

well arranged, clearly written, and fully elaborated.

With these few remarks we recommend. this volume
| to our readers:"—Law Fournal, a

 

 

In 8vo, Second Edition, considerably enlarged, price 30s., cloth

THE LAW OF COPYRIGHT, —

In Works of Literature and Art; including that of the Drama, Music, Engraving,
Sculpture, Painting, Photography, and Ornamental and Useful Designs ; together
with International and Foreign Copyright, with the Statutes Relating thereto, and

“Mr. Copinger’s book is very comprehensive,
dealing with every branch of ‘his subject, and even
extending to copyright in foreign countries. So far
as we have examined, we have found/all the recent
authorities noted up. with serypulous care, and
there is an unusually. gogd,index. There are
merits which will, doubtless, lead, to the placing of
this edition on the shelves of the members of the

References to the English and American Decisions.
CoPpiINGER, of the Middle Temple, Barrister-at-Law.

By WALTER ARTHUR

profession whose ‘business is concerned with copy-
sight ; and deservedly, for the book'is ohe df con-
siderable value.”-—Solicitors’ Fournal. i gnee
“Meanwhile we recommend Mr. Copinger’s
volume as a clear and convenient work of reference
on the many knotty points, connected, with, the
existing Law of Copyright, national and inter-
national.” —Notes and Queries, Be «Ry Sr

 

 

 
 

 

46 STEVENS, & HA YNES, BELL VARD, ‘TEMPLE BAR. .

Second Edition, ix One large Volitthe, 8va, pricé 42s), cloth,

A MAGISTERIAL AND POLICE GUIDE:

a AD oe dy * ©
BEING THE STATUTE LAW,
i : "eh Sk ae ie ee
INCLUDING THE SESSIQN 43 PICT. 1880,
WITH NOTES AND REFERENCES TO THE DECIDED CASES,

RELATING TO THE

'

PROCEDURE, JURISDICTION, anp DUTIES or MAGISTRATES
wees AND POLICE AUTHORITIES, | ae

IN THE METROPOLIS AND IN THE COUNTRY.

With an Introduction showing the General Procedure before Magistrates
both in Indictable and Summary Matters, as altered by the Summary
Jurisdiction Act, 1879, together with the Rules under the said Act. ©

By HENRY C. GREENWOOD,

* Wee 3
‘STIPENDIARY MAGISTRATE FOR THE DISTRICT OF THE STAFFORDSHIRE POTTERIES ; AND

> % . s ¥
TEMPLE C. MARTIN,
CHIEF CLERK ‘or THE LAMBETH POLICE COURT.
aa ee ee ‘, 2% : =e . ,
"A second edition ‘has appeared of Messrs. Greenwood 'and' Martin's valuable and
comprehensive magisterial and police Guide, a book which Justices of the peace should take
care to include in their Libraries.’"—Saturday Rediew. ve Ceo hon yy ae oe,
“* Hence it is that we rarély light upon a work which commands our.confidence, not merely
by its research, but also by its grasp of the subject of which it treats. The volume before us
is one ofthe happy few of this latter class, and it is on this account that the public favour will
certainly wait upon it. ‘We are moreover convinced that no effort has been spared by its
authors, to render it a thoroughly efficient and trustworthy guide."—Law Journal. i
‘'Magistrates will find a ‘valuable handbook in \Messrs. Greenwood and Martin's
‘Magisterial and Police Guide,’ of which a fresh Edition has just been published.""—7he
Times. ' ' ‘ [ ‘ ‘ & 4
'' A very valuable introduction, treating of proceedings before Magistrates,and largely of the
Summary Jurisdiction Act, is in itself a treatise which will repay perusal.. We expressed our
high opinion of the Guide when it first appeared, and the favourable impression then produced
is increased by our examination of this Second Edition."—Law Times. _ - q
“ For the form of the work we have nothing but commendation. . We may say we have
here our ideal law book, It may be said to omit nothing which it ought to’ contain.”—
Law Times, : ’ mets
‘‘'This handsome volume aims at presenting a comprehensive magisterial liandboo
for the whole of England. The mode of arrangement seems to us excellent, and is wel
carried out."—Solicttors' Fournal. , ehabe : oe
“The Magisterial and Police Guide, by Mr. Henry Greenwood and’ Mr. Temple
Martin] ‘is ‘@ {model work in its conciseness, ap so fat as we have becri“able to ‘test it,
in completeness and acctiracy.' Jt ought to'bé in the hands of all who, as magistrates or
otherwise, have authority in matters of police.”—Daily News. ad ;
“ This works eminently practical, and supplies a real want. It plainly and concisely
states the law on all points upon which Magistrates are called upon to adjudicate, syste-
matically arranged, so as to be easy of reference, It ought to find a place on every Fustice’s
table, and we cannot but think that its usefulness will speedily ensure for it as large a sale
as its merits destroe.”"—Midland Counties Herald.’ ee ade
“The exceeding y arduous task of collecting together all the enactments on. the subject
has been ably and efficiently performed, and the arrangement is so methodical and precise
that one is able to lay a. finger on a Section of an Act almost in a moment. It.is wonderful
what'a'mass of information is comprised in so comparatively small aspace: We have much
pleasure in recommending the volume not only to our professional, but also: to. our
general readers ; nothing can be more useful to the public than an acquaintance with the

outlines of magisterial jurisdiction and procedure.” —Shefield Post.

 

\

3

 

 
 

a i
: »_ Some recent cases in our law courts, which at
the time attracted much public notice, have demon-
Strated the want of some clear and concise exposi-
tion of the powers and liabilities of promoters, and
ethis task has been ably performed by Mr. Newman
| Watts.” —Jnvestor's Guardian.

  

STEVENS & HAYNES, BELL YARD, TEMPLE DAR. 47

Now published, in crown Svo, price 4s., cloth,

A HANDBOOK OF THE ..

LAW OF PARLIAMENTARY REGISTRATION.

WITH AN APPENDIX OF STATUTES AND FULL INDEX.

By J. R. SEAGER, REGISTRATION AGENT. :
a Sere oi si cloth, post free, os _
THE LAW OF |
PROMOTERS OF PUBLIC COMPANIES. |
By NEWMAN WATTS,

OF LINCOLN’'S INN, BARRISTER-AT-LAW,

_ “Mr, Watts has brought together all the lead-
ing decisions relating to promoters and directors,
and has arranged the information in a very satisfac-
tory manner, so as to readily show the rights of
different parties and the steps which can be legally
taken by promoters to further interests of new com-

 

panies.” —Daily Chronicle.

 

 

In One Vol., 8vo, price 12s., cloth,

A COMPENDIUM OF ROMAN LAW,

Founded on the Institutes of Justinian;

TOGETHER WITH !

i EXAMINATION QUESTIONS

SET IN THE UNIVERSITY AND BAR EXAMINATIONS
(WITH SOLUTIONS),

AND DEFINITIONS OF LEADING TERMS IN THE ,WORDS
OF THE PRINCIPAL AUTHORITIES.

By GORDON CAMPBELL,

Of the Inner Temple, M.A., late Scholar of Exeter College, Oxford; M.A. Trinity
College, Cambridge ; Author of ‘‘.An Analysis of Austin’s Jurisprudence, or the
Philosophy of Positive Law.”

“Mr. Campbell, in producing a compendium of
the Roman law, has gone to the best English works
already existing on the subject, and has made ex-
ce%ent use of the materials found in them. The

= is especially intended for the use of students

 

who have to pass an examination in Roman law,
and its arrangement with a view to this end appears
very good. ‘Ihe existence of text-books such as
this should do much to prevent the evil system of
cramming.”—Saturday Review.

In 8vo, price 7s. 6d., cloth, .
TITLES TO MINES IN THE UNITED STATES,

STATUTES AND REFERENCES TO THE DECISIONS
OF THE COURTS RELATING THERETO.

By W. A. HARRIS, B.A., Oxon.,

OF LINCOLN’S INN, BARRISTER-AT-LAW, AND OF THE AMERICAN BAR.

 

 
 

 

48 STEVENS &

HA YES, BELL YARD, TEMPLE BAR.

INDEX

TO THE NAMES OF AUTHORS AND EDITORS OF WORKS ENUMERATED
IN THIS CATALOGUE.

ALDRED (P. F.), page 21.
ARGLES (N.), 32

BawLpwin (E. T.), 15.
BANNING (H. T.), 42.
Barton (G. B.), 18.
BELLEWE (R.), 34.
BRAITHWAITE (T. W.), 18.
IBRICE (SEWARD), 9, 16.
BROMFIEL) (S. W.), 40.
BROOKE (SiR R.), 35.

Brown (ARCHIBALD), 20, 22, 33.

Browne (J. H. BALFour), 19.
BUCHANAN, (J.), 38.

Buck ey (H. B.), 17.
BUCKNILL (T. T.), 34, 35-
Bususy (H. J.), 33-

CAMPBELL (GORDON), 47.
CAMPBELL (ROBERT), 9, 40.
CHALMERS (M. D.), Io.
CLARKE (EDWARD), 44.
CocHIAN (W. M.), 28
CooKE (SIR G.), 35. .

CooKE (HuéH), io.
CopiINGER (W. A.), 40, 2s 45.
CorRNER (R. J.)j 10.
Ean (H. S.), 38, 42.
CUNNINGHAM (JOHN), 7

CUNNINGHAM (T.), 34. ye

DANIEL (E. M.), 42.
DEANE (H. C.), 23.
De Wat (J.), 38.
Doutre (J.), 18.

Epwarps (W. D.), 39.
EmDEN (A.), 8.
Evans (G.), 32.

FINLASON (W. F.), 32.
FLAxMAN (A. J.), 43.

Foote (J. ALDERSON), 36.
ForsyTu (W.), 14.

Gisss (F. W.), ‘10.
GopeEFro! (H.), 14.
GoopEVE (L. A.), 29.
GREENWOOD (H. C.), 46.
GRIFFITH (J. R.), 40.
GRIFFITH (W. Downgs), 6.
Grotius (rieeo); 38.

(Seas 2a

Hart (R.G.), 30. LU
HANSON (A.), Io.
HARDCASTLE (H.), 9, 33.
Harris (SEYMOUR F,), 20.

_ Harris (W. A.), 47.
Harrison (J. C.), 23.
Harwoop (R. G.), 10.

' Hicorns (C.), 12, 30.
Hovsr ON (J.), 3

: MORIARTY, Iq.
| O’Matiey (E. L.), 33.

 

INDERMAUR (JOHN), page 24, 25, 28,

Jones (E.), 14.
Joyce (W.), 11.

Kay (JOSEPH), 7

KELKe (W. H. se

Ke tyne (Sir J.),

KELYNGE (W.), ne? i
Korzé (J. G.), 38. ;

Lioyp (Eyre), 13.

Locke (J.), 32.

Lorenz (C, A.), 38.

LOVELAND (R. L.), 6, 30, 34, 35

Maasporp (A. F. S.), 38.
MARCH (JOHN), 35.
MarsuH (THOMAS), 21.
MARTIN (TEMPLE C.), 46
MATTINSON (M. W.), 7.
May (H. W.), 29.

Mayne (JouNn. D. - 31, #
MeEnzirs (W.), 38.
MICHELL (E. B. * 44:

‘PEMBERTON (L. L.), 32.

REILLY (F. S.), 29.
Rincwoop (R.), 15.
Roninsoy (W. G.), 32.

Sevrcie UR C. Von), 20.

-SEAGER (J. R.), 47.
‘SHort (I. H.), 10, 41.

SHORTT (JOHN), 14.
nes Bs 34.
Simmons (F.),

Srmrson (A. F ‘al 43.
‘SMITH (wostace), 23, 39.
SMIrH (F. J.), 6

STH (LUMLEY), 31.
SNELL (E. H. T.), 22

Tarrant (H. J.), 14.
TARRING (C. J.), 26, 41.
TASWELL- -LANGMEAD, 21.
Tuomas (ERNEST C. ), 28.

ee (A. D.), 39. x0) # in ery

: VAN ae KEESEL (D. 'G ), 38.

VAN cee 38.
WaITE (W. T.), 22

a

’ WALKER (WY G.), 6, 43." v9

Warts (C. N.), 47.
Wuirerorp (F. M.), 20.
WILuIAms (S. E.), 7.

 

 

LOXDON: BRADBURY, AGNEW, & CO., PRINTERS, WHITEFRIARS, E.C.

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