objection; and may, therefore, be passed over with the remark that the less there is of " commercial activity and "enterprise" founded on "inaccuracies" the better, and that the bill in its present form bas passed the Standing Committee of the Commons on Trade.

The bill, however, is not free from other objections. For instance, the provisions about extracts from reports and valuations seem unnecessarily stringent. Statements of reports and valuations inserted in a prospectus, &c., should no doubt be true and fair, and so should extracts, but why should more be required of the directors than such true and fair statements with the name of the expert making the report or valuation? Why should the directors be called upon to prove belief upon reasonable grounds in the good faith and competency of the expert? The saying of a certain wise and witty judge about experts has passed into a proverb, not only among lawyers, but amongst all classes. Besides, the misdeeds of the expert ought not to be imputed to his employers without some better primâ facie case on the other side than the mere fact of citing in the prospectus a false or misleading statement in the expert's report or valuation.

According to the case of Cann v. Willson, 39 Ch. D. 39, it might be supposed that, as it is, the expert would be responsible to persons taking shares for the accuracy of statements in his report or valuation which were embodied in the prospectus. But since the reversal of the decision of the Court of Appeal in Derry v. Peek by the House of Lords, the case of Cann v. Willson can hardly be considered of unimpeachable authority. It might, however, be advisable to extend the law in that direction.

Again, as far as Derry v. Peek goes, it would be sufficient to enact that directors should be liable for honest belief not formed upon sufficient grounds, or, in other words, that directors should be required to make examination and inquiry into every statement in a prospectus, and have reasonable grounds for an honest belief in its truth. It should be sufficient for the plaintiff to show, besides the fulsity or misleading character of the statement, that the directors had no reasonable ground of belief in its truth, and the directors, on the other hand, should be obliged to prove reasonable grounds of belief as well as honesty of belief, whenever a prima facie case of want of reasonable grounds of belief has been made out against them. The bill goes too far in shifting the burden of proof too soon on to the shoulders of defendant directors. They will have to bring overloaded defences into court at great expense in order to be prepared to meet attacks that may be directed at any point of their armour. There should be some prima facie case required against them in order that they might know in what respect it is going to be denied that they had reasonable grounds of belief.

Lord Herschell, in the case of Derry v. Peek, appears to indicate as advisable au alteration of the law that should not go beyond this. He is reported to have said (14 App. Cas. 376), "I think those who put before the public a prospectus to induce them to embark their money in a commercial enterprise ought to be vigilant to see that it coutains such representations only as are in strict accordance with fact, and I should be very unwilling to give any countenance to the contrary idea. I think there is much to be said for the view that this moral duty ought to some extent to be converted into a legal obligation, and that the want of reasonable care to see that statements, made uuder such circumstances, are true, should be made an actionable wrong." But Lord Bramwell is reported as saying (at p. 352), "It might, perhaps, be well to enact that iu prospectuses of public companies there should be a warranty of the truth of all statements, except where it was expressly said there was no warranty. The objection is to exceptional legislation, and to the danger of driving respectable and responsible men from being promoters, and of substituting for them those that are neither." Now, according to Lord Herschell's view, supposing it to be made the law that directors and promoters "should be vigilant to see that prospectuses coutain such repre

"

sentations only as are in strict accordance with fact," it would still be incumbent upon the plaintiff to show more than the untruth of the statements in the prospectus; he would have to make out a prima fucie want of vigilance in the defendants. Lord Bramwell's suggestion as to a warranty perhaps goes further, but then it is coupled with the addition that there might be an express statement that there was no warranty.

The bill should, in any case, be framed with a view to show first what shall be necessary for the plaintiff to prove in an action to recover the loss sustaiued by taking shares, as, for instance :

(1) that he was induced to take shares by a material statement contained in the prospectus or upon

the whole prospectus;

(2) that the statement or the whole prospectus was untrue;

(3) that the defendants had knowledge of it at the time of issue, or that there was a prima facie case of want of reasonable grounds for houest belief in the truth of the statement or of the whole prospectus;

(4) damage;

and then, if a prima facie case of absence of reasonable grounds for honest belief is shown, that it should not be sufficient for the defendants to show mere honesty of belief, but reasonable grounds for it. A prima facie case should be defined as meaning the same thing as "evidence to go to a jury," and, of course, the plaintiff should be obliged to prove the general responsibility of the defendants for the prospectus as a whole.

The reason for framing the Bill from the point of view of what the plaintiff should prove in order to entitle him to recover is because it is much more difficult to frame propositions of right or duty than to state what constitutes a wrong, and the general course of our law has been accordingly to define wrongs rather than rights. Besides, in stating a wrong, it gives, in a way, at the same time a definition of the damage.Justice of the Peace.

Mr. Warmington's bill received but a cold welcome in the Upper Chamber on Tesday evening, although it was read a second time. There is no doubt that the bill needs amendment, and that great precision of language will be required if the liability of directors is, on the one hand, not to be made intolerable, and on the other, is to be sufficient to ensure the speedy and adequate punishment of the class who have brought discredit on joint-stock enterprise. There is much force in the letter of Mr. J. Morris in Tuesday's Times, which, coming as it does from a gentleman who is credited with being the inventor, or one of the inventors, of the limited liability principle, and has had so vast an experience in company business, is sure to receive careful consideration from the great lawyers of the House of Lords. The introduction of the expert into the bills, and of the belief of the director, and the inquiry made as to the competence of the expert on whose authority statements are made in a prospectus, would lead to endless complication, and induce every disappointed speculator to attempt to throw on the shoulders of directors the burden imposed by his own rashness and folly. Lord Herschell expressed the principle of the bill to be that if a person putting forward untrue statements, with the view of inducing others to invest their money in any undertaking, made those untrue statements without reasonable grounds for believing them to be true, that person ought to be held responsible to those who had suffered through belief in those statements.

The Lord Chancellor declared that if the bill were to remain in its present shape he should have moved its rejection; and Lord Esher said, amid laughter, that he should support the second reading for the same reasous as Lord Bramwell-viz., that it was a most detestable measure, not one single line of which would bear the slightest examination. There can be no doubt that the decision in the House of Lords in Peek v. Derry, 58 Law J. Rep. Chauc. 864, was an

operative element in the introduction of the bill; yet the Chancellor and Lord Bramwell declared that if the bill had then been in force, it would have made no difference in the result of that case. That may be 80; aud certainly in Peek v. Derry the misstatement that a conditional right was an absolute right was not so flagrant as many of the representations to be found ju prospectuses. What we imagine made people uncomfortable with respect to Peek v. Derry was not so much the actual decision as the language of Lord Bramwell in giving his judgment. The learned lord takes exception to a somewhat awkwardly expressed sentence of Lord Justice Cotton, that a director who does not take care to have reasonable ground for believing the statements in a prospectus "has violated the right which those to whom he makes the statement have to "If this is have true statements only made to them." the law," adds Lord Bramwell, "the statement may be reasonably believed to be true by him who makes it; but if untrue, there is to be a cause of action: and that although he may have refused a warranty. I hope not; there is a duty to tell the truth, but it is a duty of imperfect obligation." There is a strong desire that in the prospectus of a company it should be made a duty of perfect obligation, and language of this kind is somewhat disquieting. It is to be hoped that the Lords' Standing Committee will turn the bill into a thoroughly satisfactory form.-Law Journal.

DISCLOSURE OF CONTRACTS UNDER
COMPANIES ACT, 1867.

Now that the liability of directors and promoters of joint-stock companies is under the consideration of the Legislature, it would be very advantageous if, by way of set off against the increased responsibility which seems likely to be cast upon them, steps could be taken to remove the unnecessary difficulties caused by the obscure provisions of sect. 38 of the Companies Act, What are the 1867, as to the disclosure of contracts.

Contracts which must be disclosed in a prospectus or "notice inviting poraons to subscribo for obarco" ? Where is the line to be drawn between contracts which mast, and contracts which need not be disclosed; or is it safe, having regard to the comprehensive language of the enactment, to draw any line at all, or to stop short of stating every contract, however insignificaut, which has ever been entered into by the company or any of its promoters or directors? These are questions which every practitioner has over and over again had to solve as best he can, with the knowledge that the smallest error will cause the prospectus or notice to be "deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same." The difficulties of this enactment have been felt to be so great that it has become customary to insert in the prospectus, and often in the form of application for abares, a clause waiving compliance with the statutory provisions. Whether such a clause is valid is extremely doubtful. The question has never been decided, and the textbook writers express themselves with discreet reserve. It seems clear, however, that if it is desirable that certain contracts should be disclosed, no waiver ought to be possible. On the other hand, it should be specifically defined what kinds of contracts are to be disclosed, and the disclosure should not, as at present, extend merely to the dates and names of the parties, but should include also short particulars of the nature and substance of the contract. This is a matter very germane to the subject-matter of the Directors' Liability Bill, and the introduction of some provision dealing with it, combined with the amendments which the House of Lords seem likely to introduce, would transform that measure into a really useful enactment.Law Times.

"I CAN'T understand all this fuss about using electricity for executions," remarked Judge Lynch of Kansas, reflectively. "Out in our section we have used the telegraph pole for years."-Green Bag.

THE TRUSTEE APPOINTMENT BILL. The Trustee Appointment Bill is remarkable among the Bills of the present session by its having a good prospect of becoming law. It was read a third time and passed the House of Lords on June 30, and it was read a second time in the House of Commons on July 7. Its main purpose is to apply the Act of 1850 (13 & 14 Vict. c. 28), the object of which is "to render more simple and effectual the titles by which congregations and societies for purposes of religious worship or education in England and Ireland hold property," to any land acquired by trustees in connection with any society or body of persons comprising several congregations or other sections or divisions or component parts associated together for any religious purpose. The land must be held in trust for one of six purposes, these being (1) a place for religious worship; (2) an endowment or provision for the maintenance of a place of religious worship or the minister thereof, or provision for expenses connected therewith; (3) a burial ground; (4) a place for education and training of students, whether for the ministry or for any other purposes; (5) a school-house for a Sunday school, day school, or other school; and (6) a residence for a minister or schoolmaster, or for the caretaker of a place of religious worship, or of a schoolhouse or a meeting-house, or offices or other buildings for or in connection with religious or educational purposes. To all cases within the Acts of 1850 and 1869 (32 & 33 Vict. c. 26), and within the Bill of 1890, the statutory powers to appoint trustees will be made applicable, and the vesting clause of the Act of 1850 will be extended. We wish the promoters of the Bill the success which their perseverance deserves, and we hope that their Bill will become an Act, and remove an admitted difficulty.-Law Times.

THE PERSONAL EQUATION.

To a lawyer, one of the most interesting books ever written is Ram on Facts, a book which reminds us of whiat WO are only too apt to forget-that there is no difference between the facts which are testified to in a court of justice and those which we merely observe outside thereof.

In theory, we know that testimony given in court is not an account of events and occurrences exactly as they took place. In other words, we know that the witness, even if he is honest and intelligent, is not telling the absolute and unqualified truth, but, at the very hest, we can ouly get the fact, not as it really was, but as it appeared to the witness.

But, in reality, we constantly forget to make allowance in every case for what astronomers call the "personal equation of the observer, which is "the difference between an observed result and the true, depending on the personal equation or peculiarities in the observer." That we do not do this in the case of a witness is certainly true, and if there are small discrepancies in the testimony of different persons we are only too apt to suppose these differences must arise from intentional falsifying, whereas, in fact, they most often come from nothing more or less than the "personal equation."

In a very interesting article published in a recent magazine was an account of certain experiments as to spiritualist phenomena, which took place before persons of very great intelligence, scientific men, who were accustomed to observe with accuracy, who were informed that they were required to give their best attention to what they should see, and who afterward wrote an account of what they had seen, or, rather, of what they thought they had seen.

The different accounts were ludicrously unlike. Some person had seen what had not happened at all; others had seen only a part, and, in almost every case, there was some slight distortion of the absolute and pure truth, as regarding the alleged spiritualistic occurrences. In no instance had any one observer given the exact and unqualified truth as to what had really taken place. Now, suppose these persons had been witnesses in a

sait. They would have been picked out as an unusually intelligent body of men, and the fact that they had spent their lives in close observation of natural phenomeua would have been considered a guarantee that their account of what they had seen was a faithful and true one. But, as we have already said, it was absurdly false. Every man told truly what he had seen, but he had not seen what really had happened.

Aud, as we have already said, they had been warned beforehand to pay especial attention to the phenomena, and had been told that they would be required afterwards to write down an account of what they should see.

Another curious experiment is this: One of the best known of jugglers, or, as they are most elegantly called, prestidigitateurs, has a trick, which he never performs in public, but does so in private, to the amazement of his small audience.

He takes in his hand a glass full of wine, tells his friends that he is going to make it disappear, and begs them to watch him. They do watch him. He holds the glass in one hand, passes the other hand over it once or twice, goes through some apparently unmeaning motions, opens his hands and the glass is gone!

Now, of the persons who have seen this, several, at least, are ready to say how the glass has disappeared. In no case is the theory a correct oue, for the witnesses depend partly ou the eyesight and partly on the imagination, no one being able to tell exactly the moment when, in fact, the glass evaporated, so to speak.

The fact is, as the gifted gentleman explains, when the astonishment has partly died away, that the glass aud the wine are simply tucked away in the inside of his coat, held by his arm against his body, and he opens his coat and shows the glass and its contents in that position. He then proceeds blandly to explain that there is no trick about it at all, merely that his muscles can move faster than the eyesight of his audience. He has quietly put his hand under his coat with the glass, aud left it there, and the audience, although they looked, did not see him.

Now, suppose the witnesses were testifying as to one man having stabbed another with a knife, ngad almost. as swiftly as the magician's band in this trick, how many would give the exact and absolute truth in regard to what they saw?

And yet, every day, witnesses in court testify to similar occurrences as difficult to see correctly, and they believe they have seen everything, and that they tell everything which has occurred, as, for instance, in the case of a shooting where two men have drawn pistols, aud the question is which one drew first, or of a fight where the question is which one struck first.

Again, another source of error, more common than is probably supposed, and very difficult to detect, is mistaking the results of imagination for those of sight. Hysterical women and emotional men verify the truth of Artemus Ward's saying, that "it is better not to know So much than to know so much that ain't so. '

Some years ago, when the ingenious "mind-reader," Irving Bishop, first made his appearance, we were one of a committee appointed by the audience (which one of the morning papers characterized the next day as "the respectable but stupid committee "). The office of this committee was to watch this agile gentleman and see fair play.

In fact, they saw nothing at all for some time; some, indeed, were deceived until the very end of the performance.

Some of the audience were more fortunate, for when Bighop did one of his extraordinary efforts of "mindreading,' (or, in plain English, muscle-reading,) by finding a dagger bid among the audience, one spiritualistic female got up and wildly shouted: "He does it by spirit iufluence. I see spirits standing alongside of him right Low!" And this lady would have gone into court and sworn most positively that she did, in fact and in truth, see an apparition help out this talented young man in deceiving his audience.

Again, to take another example from the same exhibition, every one of Irving Bishop's performances

depended upon an unconscious muscular action of some person with whom he was in contact. And yet, in almost every instance, these persons who had, in fact, told him what figure to draw on the blackboard or what letter to write, or what air to play on the piano, were most positively convinced that they had given no indication whatever.

These are merely instances, of course, of simply nonobservance, and the curious part of the singular unconsciousness of many of these subjects of Bishop's was the fact that they kuew perfectly well that, unless they were very careful, they would give some muscular indication to Bishop of what they wanted him to do.

Their state of mind was much more open to correct impressions than that of the ordinary witness in court, for the witness can, at the very best, throw his mind back, and try and call up the image of certain events, or search his memory for certain words or the substance of them, which at the time may have appeared to him of no special importauce, and with which he did not, therefore, to use the common expression, charge his mind.

Illustrations might be given indefinitely, of course, from the events of common life, illustrating possible errors in testimony, but these are not only sufficient to verify the trite saying that "things are not what they seem," but may lead us to agree with the witty counsel in the great Whistelo Case (3 Wheeler, 194)-certaiuly the most amusing trial which ever took place in a court of justice-that often "the more we look, the less we see."-New York Law Journal.

TAXATION OF COSTS.

The powers of the Court under Sec. 37 of the Solicitors' Act, 1843, 6 and 7 Vic. c. 73, as to directing taxation of a solicitor's bill of costs, came before the House of Lords in Storer and Co. v. Johnson and Weatherall now reported xv. App. Cas. 203, and their lordships were of opinion that though under that section there was no power to direct taxation of a part only of a solicitor's bill of sosta, pot apart from statuta and hy virtue of its inherent jurisdiction the Court had such power, and they also decided that taxation of part of an agency bill of costs might be directed upon the terms of pay. ment into court by the applicants, of the whole amount claimed to be one by the agents.-Pump Court.

A MISTAKE IN THE RENTAL.

A curious case came for decision the other day before a Silesian Court. A Silesian working man, out of sympathy with what on the Continent is commonly believed to be a common English custom, sold his wife to a friend for two years for the very reasonable sum of one shilling. There are, we know, certain evildisposed men who would consider this an extravagant sum to pay for a wife. The sale referred to was, however, a success, and the purchaser was pluming him. self on his good investment, when the vendor put in a claim for a further sum of fifteen shillings, on the ground that the lady had a good set of teeth, which he had omitted to include in his first estimate. The Court, however, decided that having made the "bargain the vendor must now abide by it, and the purchaser was left in triumphant possession of a wife valued at one shilling and her teeth valued at fifteen.-The Jurist.

RESULTING TRUSTS.

The decision of Mr. Justice Kekewich, that there is no resulting trust in favour of settlors who have conveyed all the business, stock-in-trade, &c., of the firm in which they were partners to trustees upon trust either to carry on the business or sell it, and out of the profits or proceeds of sale to pav costs and to pay and divide the residue among all the creditors (Cooke v. Smith, 62 L. T. Rep. N. S. 456), has been reversed by the Court of Appeal (ante, p. 136). Mr. Lewin in his

treatise on the Law of Trusts, says (8th edit., p. 143): "The general rule is, that wherever, upon a conveyance, devise, or bequest, it appears that the grantee, devisee, or legatee was intended to take the legal estate merely, the equitable interest, or so much of it as is left undisposed of, will result, if arising out of the settlor's realty, to himself or his heir, and, if out of personal estate, to himself or his executor." Mr. Justice Kekewich was of opinion that the partnership property had been con veyed to the trustees absolutely for the creditors, and not merely as a security for their debts. The Court of Appeal, applying a similar train of thought to that which caused equity judges to regard the absolute conveyance in a mortgage as merely a redeemable security, held that the assignment was merely a security for payment of the debts of the creditors in full, so that whatever was left over after such payment resulted to the settlors. If a person attempts to make a conveyance which is contrary to the law, it would not be accurate to say that there is a resulting trust, as nothing having passed there is nothing to result, and the would-be conveyor remains entitled under his former interest. Such was the case of Churcher v. Martin (61 L. T. Rep. N. S. 113; 42 Ch. Div. 312), where a man conveyed certain property to three trustees upon charitable trusts. The conveyance was not enrolled under the Mortmain Act (9 Geo. 2, c. 36), and the settlor remained in possession until his death in Nov., 1868. By his will he left all his property to W., one of the charitable trustees, absolutely, and appointed them all three his executors. After his death the charitable trustees entered into possession of the property, selling parts of it from time to time, and applying the proceeds of sale in accordance with the terms of the trust deed. W. died, and more than twelve years after the trustees had been in possession his executors brought this action claiming a declaration that the charitable trusts were void, and a conveyance and transfer of the trust property. They urged that the trust, having failed in regard to the charities, must be held to have resulted to the settlor and those claiming under him. The defendants pleaded the Statute of Limitatious. Mr. Justice Kehewich wa of opinion that no trust arose, as in the words of Mr. Justice Bayley, in Doe v. Wright (2 B. & Ald. 710, at p. 721), "the statute makes void not merely the trust but also the legal estate given." Mr. Justice Bailey proceeds to show that, "if that were not so, a person inight co sider himself bound in houour, though not in law, to convey the estate to the uses prohibited." The whole grant therefore being void, the trustees should have been ejected by W., but, as they had been in undisturbed possession for over twelve years, they could successfully plead the Statute of Limitations. Justice Kekewich further pointed out that the theory of a resulting trust would not assist the executors, as, being implied by law, it was not an express trust within the meaning of the enactment which prevented time running in favour of an express trustee. His lordship distinguished Salter v. Cavanagh (1 Dr. & W. 668), where a testator devised his freeholds to C. for ninety-nine years upon certain trusts which did not exhaust the rents. The Lord Chancellor of Ireland (Lord Plunket) held, that the trustee could not be allowed to enjoy the surplus rents himself, but must hold them in trust for the heir-at-law of the testator. "I consider," said his Lordship, "the law as quite settled, that the resulting trust for the heir is not to be defeated either by the gift of an express legacy, or by words purporting to exclude him, unless the interest, of which he is sought to be disappointed, or from which he is sought to be excluded, is not only intended to be, but actually is, given to some other person." The 25th section of the statute 3 & 4 Will. 4, c. 27, prevented time from running in favour of C, as he was named an express trustee by the will. It is true that in Churcher v. Martin the trustees were named trustees in the deed; but then the executors were claiming against the deed, aud not under its trusts. Formerly, where the trust did not exhaust the whole of the property, and there was no whose favour it could result, the u..exhausted personalty

Mr.

one in

went to the Crown, and the unexhausted lands became the absolute property of the trustees: (Underhill's Law of Trusts and Trustees, 3rd edit., p. 224; Lewin, p. 282.) But by the Intestates' Estates Act, 1884 (47 & 48 Vict. c. 71), s. 4, which received the Royal assent on the 14th Aug. of that year, this benefit to trustees was for the future taken from them, as it was enacted that, "from and after the passing of this Act, where a persou dies without an heir and intestate in respect of any real estate consisting of any estate or interest, whether legal or equitable, in any incorporeal hereditament, or of any equitable estate or interest in any corporeal hereditament, whether devised or not devised to trustees by the will of such person, the law of escheat shall apply in the same manner as if the estate or interest above mentioned were a legal estate in corporeal hereditaments."-Law Times.

BUILDING COVENANTS AGAINST BEER-
HOUSES.

In many building coutracts the vendor of land puts his purchasers under a special covenant not to erect or use on such land any house as a publichouse, beerhouse, beershop, or other place for the sale of intoxicating liquors by retail. There are now So many philanthropists in the field laying out large districts for workingmeu's dwellings that it enters into the scheme as a vital condition that as little as possible of these seductive capabilities for drink should be allowed. And vendors who seek to keep a district exclusively for highclass houses naturally think of the same expedient as an essential towards securing their object, for the ides is that there are many hangers-on near a publichouse whose close society is undesirable. Hence, there is a large field for bringing into play this kind of covenant, and if such a covenant can be maintained and be passe l from one purchaser to another so as to preserve to a neighbourhood an exemption from publichouse associ tions, it is easy to understand that no small pains will be taken to bring about this end. There are many cases, especially in the Chancery Division, to illustrate the success with which the object in view can be carried out. And as there are many ways of expressing such a covenant, so there are corresponding difficulties in enforcing it.

It is true that justices who perform the duties of licensing authorities need seldom trouble themselves about such covenants, for when a new licens is ap lied for by some person who is alleged to be breaking a covenant by seeking to open a publichouse, no great harm can be done even if the obtaining of a license amount to a breach. Whether there is such a breach or not is often a difficult question which may be to intricate for justices to take on themselves to decide; and even if they make a mistake by granting a license to one who may be violating a covenant, the license can do little harm. It is an affair rather between landlord and tenant, or vendor and vendee, and the proper remedy will usually be au ejectment in the Common Law Division, or in the Chancery Division an action of injunction. If the licensee be turued out of possession by ejectment, or be probibited by injunction, the liceuse will usually be useless to the party who nominally holds it. An ejected tenant cannot keep it a tenant probibited by injunction may be committed for contempt if be insist on making use of it. But though landlords and vendors can generally look after themselves, yet licensing justices may occasionally take notice of the objection if raised, and use it as a very good reason for refusing the license should no other be presentable.

The construction and effect of this kind of covenant are the same as in other restrictive covenants impressed on land. In the case of Catt v. Tourle, L. R. 4 Ch. 654, the plaintiff was a brewer who conveyed land to a building society and inserted in his deed of sale a covenant that be, the vendor, should have the exclusive right to supply all the beer that might be sold by his purchasers. Questions arose with a purchaser who wanted to get rid of the covenant, and the court ex

pressed the ground on which the covenant was upheld thus: Where a man by gift or purchase acquires pro. perty from another with knowledge of a previous contract lawfully aud for valuable consideration made by him with a third person to use and employ the property for a particular purpose in a specified manner, the acquirer shall not to the material damage of the third person, in opposition to the contract and inconsistently with it, use and employ the property in a manner not allowable to the giver or seller. This may be said to be the general view taken by the courts of covenants binding those who acquire property and putting a restriction on the mode of enjoyment of the assignees who come after them.

In interpreting these covenants much will be seen to turn on the mode of describing the different kinds of houses for selling liquors. In Jones v. Bone, L. R. 9 Eq. 674, the grautee in fee of a piece of building land covenauted by a separate deed with the grantor that the piece of land should not, for the space of 20 years, be used " as a site for any hotel, tavern, publichouse, or beerhouse," or should the trade or calling of an hotel or tavern-keeper, publican or beershop keeper, or seller by retail of wine, beer, spirits or spirituous liquors be used, exercised, or carried on at or upon the same. The question raised was, whether this covenant was broken by a grocer who had obtained an off-license for the sale of wine and spirits in bottle. A case was relied on of Feilden v. Slater, L. R. 7 Eq. 523, where the covenant was against the use of the house for the sale of spirituous liquors, and the court held it a breach of the covenant. But in this case the court said that it was one thing to prohibit the sale of spirituous liquors and another thing only to prohibit the trade or business of a publican or beershop keeper or tavern keeper. Here the grocer did not carry on these as trades, but merely extended the old-fashioned business of a wine merchant, and hence the court thought there was no breach of the covenant.

The case of London and Suburban Co. v. Field, 16 Ch. D. 645, illustrates the mode of expressing the covenant and the risk, by using vague language, of not covering all the contingencies. A building estate had been laid out in lots, and the vendor in each conveyance inserted this covenant, that on no piece of land on the said plan shall any publichouse, tavern, or beershop be built, nor shall any messuage or other building to be erected on any piece of laud be converted into and used as such. The defendant obtained a lease of part of this land and built a shop on it. Then he procured an off-license for the sale of beer. An injunction was brought, and again the question was raised whether there was a breach of the covenant. The Court of Appeal held that the word "beershop" must be construed as it was construed in Bishop of St. Albans v. Battersby, and that a beershop included every place where a license to sell beer was obtained, whether to be consumed off or on the premises. Hence, the injunction was granted.

But again the tables were turned a few days later by a decision of Fry, J., in Holt v. Collyer, 16 Ch. D. 718. The defendant to k a lease of a shop, and entered iuto a covenant not to use it as a publichouse, tavern, or beerhouse. The defendant took out an off-license for beer, and the question was, whether this was a breach of the covenant. The previous cases were cited, and it was contended that they merely held that a beershop would include an off-license, but that no such decision applied that definition to a beerhouse. And as this last word was here used in connection with "publichouse and tavern," which were essentially places for consump tion on the premises, the judge held that the covenant was not broken, because the word "beerhouse" must mean an indoor beerhouse in that connection of words. The next case brought on again another difficulty as to the word "beershop used in connection with other words. Iu Nicoll v. Fenning, 19 Ch. D. 258, the trustees of a building estate sold a part of their estate for a publichouse, and covenanted with the purchaser that they would not sell any other part of the estate without requiring the purchaser to enter into a covenant not to

erect thereon or use or permit to be used any building to be erected thereon as a tavero, publichouse, or beershop. One of the tenants of the other part of the estate in course of time obtained an off-license for the sale of beer. The question was raised whether an injunction could be obtained by the original covenantee or his assign against the sale under this off-beer license. Bacon, V.C., after having his attention called to the previous decisions, ended by holding that the covenant had been broken. The covenant was held to run with the land of the original covenantee so as to protect him and his assigns against his publichouse being interfered with, one publichouse on the building estate having been deemed sufficient. The judge said: "Whether for convenience sake, for police purposes or otherwise, it was, at all events, agreed that the vendors should sell one lot only for a publichouse, and they bound themselves not to sell any other portion of the land unless impressed with the burden of the restrictive covenant." "That," said the judge, "was the intention of the parties, and it was neither an improper nor an unlawful intention."

In these cases it is obvious that the words "beerhouse" and "beershop" are not treated as identical, and that much depends on the other words with which they are respectively associated. It may also be noticed that the distinction is seldom kept in view between an off-license to sell beer under the two distinct classes of statutes, though in both cases the consumption is to he not on the premises. Much might depend on the distinction according to the other words used in the same class with either word.

Another case may be fitly used to show that it is by no means easy to rely on any one decision as conclusive. Thus in Bishop of St. Albans v. Battersby, 3 Q. B. D. 359, the lease to the defendant contained a covenant that the lessee would not carry on certain noisy and offensive businesses specified, and would not permit the house to be used as a beershop or publichouse or any theatre or public show or exhibition. The defendant was a grocer, aud he obtained an off-license for the sale of beer in bottles, The lessor brought an action of ejectment on the ground of breach of the above covenant. It was urged that an off-license had been held in the previous case and others decided in Chancery to be no breach of a covenant not to use it as a beerhouse. But the Queen's Bench Division held that the covenant was broken. Cockburn, C.J., said: "The term 'beershop' is large enough to embrace the particular establishment iu question. A shop is a place where goods are sold. It most generally happens that they are not consumed where they are sold, and so the term is usually applied to places where goods are sold but not consumed. The result is, that the terms used by the lease are large enough to cover this case, and the covenant has been broken."

A somewhat novel difficulty arose very lately on the use of the words "innkeeper, victualler, or person licensed to sell beer by retail" in the recent case of Shoolbred v. St. Pancras, ante, p. 230. In that case the owner of a large house for sale of hosiery, furniture, groceries, butcher's meat and all the other things, was in possession of an off-beer license among his other functions, and he was desirous of obtaining also a game dealer's license. It turned out that according to the Game Act, 1 & 2 Will. 4, c. 32, s. 18, a game dealer's license may be granted by the justices to any householder or keeper of a shop or stall not being an innkeeper or victualler or liceused to sell beer by retail. In this case the objection was taken that the applicant, being a person licensed to sell beer by retail, inasmuch as he held an off-beer license, was disqualified. The cases beforementioned were referred to as to the meaning of such words as "licensed to sell beer by retail," and Jones v. Bone was referred to. But the court held that the words "licensed to sell beer" clearly included an offlicense, and hence the justices of St. Paucras were held to be right in treating the applicant as a person disqualified to hold a game dealer's license.-Justice of the Peace.