CANCELLATION OF SHARES-continued.

fit," and also, by another clause in their articles,
with the previous sanction of a general meeting,
to purchase the company's shares, or reduce or
cancel unissued or forfeited shares, accepted an
offer from T., their paid secretary, to take 1000
shares in order to raise money for the purposes of
the company. After T. had taken and paid for
850 of the shares, he resigned his secretaryship,
and the directors, in consideration of his resig-
nation, resolved to relieve him from further pay-
ments in respect of such shares as he had agreed
to take. The company was subsequently wound
up-Held, that the directors had not acted ultrà
vires in relieving T. from his obligation, and that
T. was not a contributory. In re NANTEOS
CONSOLS COMPANY. THOMAS' CASE -

437

2.-Winding-up-Contributory-Allotment—
Attempted Withdrawal.] Upon the purchase of
the business of company A., and amalgamation
with the purchasing company (B.), the share-
holders in company A. were entitled to receive
shares in the amalgamated company in exchange
for the shares held by them in company A., and
a form of application was sent to the 4. share-
holders for their signature, requesting an allotment
of shares in the amalgamated company, with an
agreement to accept the same, and an authority
to insert their names in the register of shareholders.
-X., one of the A. directors and shareholders,
signed the form of application for fifty shares,
and a resolution was passed on the 22nd of April,
1869, and confirmed on the 29th, for allotting
the same to him. On the 15th of May X. wrote
withdrawing his application, as he had determined
to take no shares, requesting the directors not to
allot any shares to him, and to return his appli-
cation. The consideration of this letter was
from time to time postponed, and X. was put off
with assurances that no shares had been allotted
to him. On the 15th of August, in answer to a
letter from X.'s solicitor, threatening immediate
legal proceedings to restrain the company from
placing his name on the register as a shareholder,
unless the promised minute cancelling his appli-
cation for shares was received by return of post,
the solicitor of the company wrote stating that at
the last meeting of the directors "a resolution
was passed cancelling the allotment of shares to"
X. No entry of such a resolution was to be
found in the minute books, and its existence was
denied by one of the directors who was present at
the meetings before and after the 15th of August:
Held, that X. was liable as a contributory, the
allotment of shares to him being complete by the
terms of the arrangement between the two
companies, as soon as the resolution acceding to
his application was entered in the book; and
that, independently of there being no evidence
that the allotment was ever cancelled, the directors
had no power to release a shareholder who wished

to have his shares cancelled. In re UNITED
PORTS COMPANY ADAMS' CASE.
474

-

CAPITAL AND INCOME-Royalties
See ROYALTY.

263

CASES-Aston v. Meredith (Law Rep. 11 Eq. 601)

not followed

-

See PARTITION SUIT. 4.

See FORFEITURE CLAUSE. 1.
CERTIFICATE-Defective suit-Taking off file

See REVIVOR AND SUPPLEMENT. 2. [202
Life Annuity to a Wife, so long as she and
CESSER OF ANNUITY--Will-Legacy-Gift of
Testator's Son should live together-Death of Son.]
Testator by will gave the income of the invest-
ment of £8000 to his wife for her life, if she
should so long continue his widow. He also
gave his son £2000. By a codicil he directed his
trustees to pay to his wife "yearly, during her
her by the will, so long as she and his son should
life, £100," in addition to the provision made for
live together; "but if they should cease to reside
together," then he directed that the said payment
should cease.-The son died in the widow's life-
time, having lived with her until his death :-
Held, that the annuity did not cease on the
death of the son. SUTCLIFFE v. RICHARDSON 606

406 CHAMBERS-Practice in

See SALE BEFORE CHIEF CLERK.

349

CHARGE-Solicitor's lien-Property preserved 497
See SOLICITOR'S LIEN. 2.
CHARITY-Endowed Schools Act-Jurisdiction
of Commissioners

-

See ENDOWED SCHOOLS ACT.

CHEQUE Gift of-Donatio mortis causâ
See DONATIO MORTIS CAUSÂ.

CHILDREN-Custody of

See SEPARATION DEED.

CODICIL Republication of will

See REPUBLICATION OF WILL.

COLLEGE Statutes-Discovery

See ENDOWED SCHOOLS ACT.

-

269

489

511

381

269

COLLUSION-Undue publication of banns-Evi-

dence

-

See UNDUE PUBLICATION OF BANNS.
COMMISSION IN ARMY

chase

-

See FAILURE OF PURPOSE OF LEGACY.
COMMISSIONERS-Endowed schools

369

250

645

CONDITIONS OF SALE-Vendor and Purchaser
-Sale by Court of Chancery-Condition not to
object to Title prior to Document chosen as root of
Title-Prior Title bad-Specific Performance.]
A sale was made by the Court of Chancery under
conditions which precluded the purchaser from
objecting to the title prior to the document
chosen as root of title, and made recitals in deeds
more than twenty years old conclusive. A
recital covered by this condition was so framed as
to conceal a defect of title prior to the date fixed
for commencement of title. The purchaser in-
quired into the prior title, and refused to com-
plete on the ground that the prior title was bad;
and the Court being of opinion that such objection
was well founded:-Held, that, the sale being by
the Court, the purchaser was not precluded by
the conditions from raising the objection, and
-Abolition of pur- ought to be discharged from his purchase.-
Whether a similar decision would be given in the
case of an ordinary sale, quære. ELSE v. ELSE 196
CONFIRMATION OF SALES ACT (25 & 26 Vict.
c. 108), 8. 2.-Sale of Surface, Reserving Minerals
-Petition by Trustees alone for Sanction of Court
-Parties-Cestuis que Trust made Co-Petitioners.]
The cestuis que trust ought to be made parties to
an application under 25 & 26 Vict. c. 108,
2, for
sale of the surface apart from the minerals. In
re PALMER'S WILL
2.-
com--Bill filed for Redemption-Petition under
-Mortgagee in Possession-Power of Sale
30 25 & 26 Vict. c. 108-Sale of Surface separate
from Minerals allowed.] Mortgagees in possession
255 with a power of sale, after filing a bill for fore-
closure, and setting down the cause for hearing
on motion for a decree, presented a petition, not
intituled in the cause, but in the matter of the
25 & 26 Vict. c. 108, for liberty to sell the surface,
excepting the mines and minerals, of the heredita-
that they were entitled to the order asked. In re
ments comprised in the mortgage deeds :-Held,

269

See ENDOWED SCHOOLS ACT.
COMPANY-Acceptance of shares-Allotment
posted but not received

148

See ACCEPTANCE OF SHARES. 2.
Application for slares-Fictitious name 566
See APPLICATION FOR SHARES.
Cancellation of shares

-

437, 474
1, 2.

See CANCELLATION OF SHARES.
Director - Qualification — Allotment

mittee -

See GIFT OF CONSUMABLE ARTICLES.
CONTINUING GUARANTEE-General Guarantee
under Seal-Withdrawal of Guarantee.] A father,
being desirous of obtaining advances for his son
from a bank, gave the son a promissory note for
£2000, and gave the bank an agreement under
seal to this effect, that, in consideration of the
bank discounting the note for £2000 for his son,
certain deeds and documents which the father
deposited with the bank should remain with the
bank as security for the payment of all money
due or to become due from the son to the bank
on any account whatsoever; and that he would
66 pay the bank upon demand all such money, and
he thereby charged the property comprised in
such documents with the repayment thereof :-
Held, that this agreement was not limited to the
£2000, but was a continuing guarantee for all
money already due, or which should become due
from the son to the bank.-Semble, that a general
guarantee under seal may, under certain circum-
stances, be withdrawn upon the terms of paying
all that may be due under it at the time of giving
notice of withdrawal. BURGESS v. EVE

See INTEREST IN WINDING-up.
Winding-up-Liability for indemnity against

calls

-

1 CONVERSION-- continued.

CONTRACT-Building-Arbitration claim
See BUILDING CONTRACT.
CONTRIBUTORY-Acceptance of shares 30, 148
See ACCEPTANCE OF SHARES. 1, 2.
Application for shares-Fictitious name 566
See APPLICATION FOR SHARES.

437, 474

See BANKRUPT TRANSFEREE.
Notice of allotment-Letter posted but not
received
148
Refusal to give information-Summons to
178, 179, n.
See WITNESS IN WINDING-UP. 1, 2.
Subscriber to memorandum

examine witness

-

228

See SUBSCRIBER TO MEMORANDUM.
CONVERSION-Settlement-Power of Sale and
Reinvestment-Proceeds of Sale, whether Realty or
Personally] By a marriage settlement lands were
conveyed to trustees to the use of all the children
equally, and his, her, and their heirs and assigns,
with a power of sale, and a direction that the
proceeds should be laid out in the purchase of
other lands, or on government or real securities,
which, when purchased, should be made liable to
the same trusts, estates, and limitations as were
declared of the trust premises. The lands were
sold and the proceeds invested on mortgage:-
Held, that the proceeds of the sale must be
treated as personalty and not as realty.-Earlom
v. Saunders (Amb. 240) distinguished. ATWELL
v. ATWELL

2.

-

23
Will-Construction-Devise and Be-
quest of Estate and Effects to Trustees, their Heirs,
Executors, and Administrators-Trusts applicable
to Personalty only-Real Estate Resulting Trust.]
A testator devised and bequeathed all his estate
and effects to trustees, their heirs, executors, and
administrators, upon trust to convert his personal
estate, not being money, and to stand possessed
of the money to arise by such sale, and of the rest
and residue of his estate and effects upon trust to
invest the same in Government or real securities,
and to stand possessed of such investments upon
trusts for the benefit of the widow and children
and brothers and sisters of the testator:-Held,
that the real estate of the testator passed to the
trustees, but that the beneficial interest therein
was undisposed of by the will, and consequently
resulted to the testator's heir.-Dunnage v. White
(1 Jac. & W. 583) followed. D'Almaine v. Moseley
(1 Drew. 629) considered. LONGLEY v. LONGLEY
[133
3. Will-Navigation Shares- Personal
Estate and Effects.] After a devise of "all my
real estate" upon certain trusts, testator appointed
B. his executor, and gave to him "all my railway,
canal, and navigation shares, moneys, and per-
sonal estate
upon trust for payment of debts
and legacies, and gave "the residue and overplus
of my personal estate and effects," after the pay-
ments thereinbefore mentioned, unto C., her
executors and administrators, absolutely.-The

navigation undertaking, in which testator held
two shares, became vested in a railway company
under an Act of Parliament which provided for
the extinguishment of the freehold rights in the
shares upon a conveyance to the railway company
by the holder, who was to be thereupon entitled
to receive shares in the railway company. No
conveyance of the shares to the railway company
was executed by testator, and they were at his
death standing in his name in the share register
of the navigation company in possession of the
railway company:-Held, that the effect of the
Act of Parliament was to convert the shares into
personal estate, but that even if unconverted,
they would pass under the residuary gift of tes-
tator's personal estate and effects. CADMAN .
CADMAN

-

470

Trustee severing from co-trustees

See UNDUE PUBLICATION OF BANNS.
Winding-up-B list

-

336

369

388

See COSTS IN WINDING-UP.
COSTS IN THE CAUSE-Practice-Unsuccessful
Motion.] In a partnership suit Plaintiff moved
for a receiver and injunction, and the motion,
which was opposed by Defendant, was ordered to
stand till the hearing, upon an undertaking by
both parties to concur in transferring the partner-
ship account to the bankers of the firm, and to
pay to such account all assets of the firm that
should reach their hands, and not to pay or apply
any of the partnership assets except for partner-
ship purposes. No directions were given by the
Court as to the costs of the motion. The common
order dismissing the bill for want of prosecution
was subsequently obtained on Defendant's appli-
cation, the Court refusing to make any order as
to the costs of the motion for a receiver :- Held,
that these costs were costs of an unsuccessful
motion, and as such, costs in the cause, payable
by Plaintiff. Corcoran v. Witt

53

-

388

Co. MARSH'S CASE
COVENANT-Separation deed-What are lawful
See SEPARATION DEED.

To settle future property

See COVENANT TO SETTLE.

[511

COSTS UNDER LANDS CLAUSES ACT-Railway COVENANT TO SETTLE—continued.
Company-Lands taken by different Companies-ferred, assured, and paid to the trustees upon the
Permanent Investment of Purchase-money.] Por- trusts declared. The testator's estates were, in
tions of lands belonging to a corporation were 1867, with the consent of his widow, sold by the
taken by four different companies, the under- trustees, and they invested the proceeds in East
takings of three of which afterwards became India Government Stock. The widow died in
united-Held, that the costs of a joint permanent April, 1871, leaving 1. and H. surviving. By
investment of the purchase-moneys must be borne the settlement made on the marriage of L. and W.,
in halves by the subsisting companies. In re she assigned to trustees certain trust funds and
Maryport Railway Act (32 Beav. 397) doubted personal estate upon trusts similar to those, and
and not followed. Ex parte CORPUS CHRISTI there was a covenant similar to that contained in
COLLEGE, OXFORD
334 the settlement of I. and H. L. died in January,
2. Reinvestment-Costs.] On the petition 1865, without having concurred in exercising the
of all parties interested a railway company was joint power of appointment. W. died in January,
ordered to pay the costs of a reinvestment in free-, 1871. By will he appointed the trust funds and
holds of a fund in Court representing the proceeds personal estate settled by his late wife.-The
of leasehold houses taken by the company. In re trustees of H. F. C.'s will sold the stock, and
PARKER'S ESTATE
495 paid into Court, to a credit in I. and H.'s matter,
COSTS IN WINDING-UP-Past Members-Com- the sum of £2290 188.; and I. and H., by their
panies Act, 1862, s. 38.] Past members of a
Petition, prayed that it might be paid to H. The
company settled upon the B list of contributories same trustees paid into Court, to a credit in
L. and W.'s matter, a similar sum and some
having bought up the debts to which they were
liable, held liable to pay the costs of settling the apportioned dividends; and the two surviving
B list, unless the liquidator had money in his trustees of L. & W.'s settlement (who were also
hands sufficient to pay them. In re GREENING & two of the trustees and executors of W.'s will),
and the children of the marriage, by their Peti-
tion, prayed that it might be paid to the trustees
of the settlement:-Held, that "entitled" must
be read "entitled in possession," and therefore
295 that the fund in I. and H.'s matter was bound
by the covenant, and must go to the trustees of
the settlement, the required change in the pro-
COVENANT TO SETTLE After-acquired Property having taken place during the coverture;
perty-Will-Devise of Real Estate-Tenant for
Life-Reversionary Interest-Marriage Settlement
Conversion "Entitled" in sense of "Entitled
in Possession."] H. F. C., who died in 1852, by
will gave real estates to trustces upon trusts for
his wife for life, and, after her decease, for the
benefit of his unmarried daughters. He gave
power to the trustees after the decease of his wife,
or the decease or marriage of all his daughters,
or earlier, with the consent of his wife, or, if she
should be dead, of his unmarried daughters, to
sell the estates; and they were to invest the
moneys and to pay the income to his wife for life,
and, after her decease, to divide the principal
moneys amongst such of his daughters as should
be living at his decease, cqually, as tenants in
common. He left five daughters surviving. L.,
one of them, in 1853 married W., and I., another
of them, in 1858 married H.-By the settlement
made on the marriage of I. and H. she assigned
to trustees certain trust funds and premises upon
trusts during their joint lives to pay the income
to her for her separate use, and, after the decease
of either, to pay it to the survivor for life, and
after the decease of the survivor upon trusts for
the benefit of the children or remoter issue, as
they should jointly appoint; and in default of
such appointment, as the survivor should appoint;
and in default, for the benefit of the children
equally. The settlement contained a covenant
by the husband and wife, that if, at any time
after the marriage, and during their joint lives,
they, or either of them in her right, should by
gift, descent, succession, or otherwise, become
entitled to any real or personal estate, property, or
effects of the value of £100 or upwards, at any
one time, the same should be conveyed, trans-

and that the fund in L. and W.'s matter was not
bound by the covenant, and must go to W.'s legal
personal representatives, there having been no
change in the property during the coverture.
In re CLINTON'S TRUST: HOLLWAY'S FUND. THE
SAME: WEARE'S FUND

295

CREDITORS' DEED-Injunction against, by cre-

ditor in Ireland

See INJUNCTION IN BANKRUPTCY.

311

Plea of Bill against transferee of shares 66
See BANKRUPT TRANSFEREE.

CROSS - EXAMINATION-Motion reserved till
hearing

-

See MOTION RESERVED TILL THE HEARING.
CURATOR BONIS

401

532

511

See FRENCH CURATOR BONIS.
CUSTODY OF CHILDREN-Separation
See SEPARATION DEED.
CUSTOM OF STOCK EXCHANGE-Transfer of
Shares-Infant Transferee-Liability of Jobber.]
A jobber or dealer in shares on the Stock Exchange
contracted to purchase the Plaintiff's shares in a
company, and gave in to the Plaintiff's brokers a
ticket with the name of the intended transferee,
which had been passed on to him. After the exe-
cution of the transfer it was discovered that the
transferee was an infant, of which neither party
was previously aware; and the Plaintiff became
liable for calls. In a suit by the Plaintiff against
the jobber, seeking to make him liable to indem-
nify him in respect of the shares :-Held, that, as
by the usage of the Stock Exchange the jobber
was, in the absence of fraud, discharged from
liability when he had given the name of the

DEBT-Petitioning creditor-Bankruptcy - 309 DISCOVERY-Endowed Schools Act--Jurisdic-