OF A MILL AND MACHI NERY BY A JOINT STOCK BANK. Parcels. Comprising lands, inill, houses, buildings, &c. by the same indenture, and of every other power enabling them in this behalf, direct and appoint (b), unto the said PARTNERS TO E. F., G. H., and I. K., (the freehold parts thereof, in their actual possession now being by virtue of a bargain and sale thereof, to them made by the said A. B. and C. D., in consideration of five shillings a-piece, &c.; supra, p. 198), and their heirs, executors, administrators, and assigns, ALL THOSE the said pieces of parcels of land, hereditaments, and premises, comprised in the said several indentures of the 3rd and 4th days of May, 1837, the 8th day of April, 1837, and the 14th and 15th days of June, 1838, respectively, and herein before particularly mentioned (c); AND ALSO all and singular the said mill, engine-house, messuages, or cottages and buildings, and all other erections and buildings, now standing and being upon the said lands, hereditaments, and premises, or any part thereof: AND ALSO all and singular the said steam-engine, boilers, mill-gear, millwright work, fixed and moveable machinery, implements, and utensils, now or hereafter to be fixed to or placed upon, or used in or about the said lands, hereditaments, mill, buildings and premises, or any of them, or any part thereof, (all of which steam-engine, boilers, mill-gear, millwright work, machinery, implements, and utensils, now fixed to or placed upon, or used in or about the said premises, are specified in the schedule to these presents) [general words] : TO HAVE AND TO HOLD the said pieces or parcels of land, mill, messuages, or cottages, buildings, steam-engine and mises affixed to boilers, and all such and such part and parts of the said the freehold; --and engines and machinery. Habendum of the freehold, and the pre Irregularity in form of convey ance. Situation of parcels. (b) The form of conveyance in this precedent is irregular, in blending the appointment with the release (see supra, p. 212, n. (g)); but as the conveyance to the releasees is in fee-simple, no evil effect ensues, and the irregularity was permitted, in order to avoid lengthening the conveyance by another witnessing part. (c) It is improper as a general practice to place the parcels in the recitals (supra, p. 209, n. (c)); but in the precedent in the text, that course was rendered necessary by some peculiarities in the description of the property, which do not appear on the precedent, and by the expediency of stating in the recitals the erection of the mill and machinery on the different parts of the property described. mill-gear, mill-wright work, machinery, and premises hereinbefore released and assigned, or expressed and intended so to be, as are affixed to the freehold, unto the said E. F., G. H., and I. K., their heirs and assigns, to the use of the said E. F., G. H., and I. K., their heirs and assigns, subject to the proviso for redemption hereinafter contained: AND TO HAVE AND TO HOLD all such and such part and parts of the said mill-gear, mill-wright work, machinery, and premises herein before released and assigned, or expressed and intended so to be, as are not affixed to the freehold, unto the said E. F., G. H., and I. K., their executors, administrators, and assigns, subject to the proviso OF A MILL AND MACHI NERY BY PARTNERS TO A JOINT STOCK BANK. of the pre mises not affix ed to the free hold. for redemption hereinafter contained: PROVIDED ALWAYS, Proviso for reand it is hereby agreed and declared between and by the demption. parties to these presents, that, if on demand in writing to be signed by the said E. F., G. H., and I. K., or any of them, or by any other director or directors for the time being, of the said bank, and to be left upon the premises hereby released, or expressed and intended so to be, or any part thereof, addressed to or for the said A. B. and C. D., or the person or persons for the time being carrying on or having carried on business in the name of the said firm of B. & D., or any of them, or their or any of their executors or administrators, or any person or persons entitled to redeem the premises hereby mortgaged, or any part thereof, or if at any time the said A. B. and C. D., or the person or persons for the time being carrying on, or having carried on business in the name of the said firm of B. & D., or any of them, their or any of their heirs, executors, administrators, or assigns, shall and do pay, or cause to be paid to any of the cashiers (d) for the time-being of the (d) The money ought to be made payable to some person or persons empowered by the deed of settlement to give receipts which shall be binding on the shareholders. But it is apprehended that the deed of settlement will not form part of the title, and that a purchaser, either from the mortgagees or the mortgagors, will not be entitled to require its production. To discharge the estate as against the shareholders, it will suffice to shew that the money due to the bank has been paid to the persons who publicly appear as the agents of the company. For these companies are partnerships, whose ordinary business it is to lend money on On the pay ment of money to joint stock companies. OF A MILL AND MACHI NERY BY PARTNERS TO A JOINT STOCK BANK. said bank, the balance which, on the account-current of the said firm of B. & D. with the said bank, shall, for the timebeing, be due or owing for bills or notes discounted or paid, or other loans, credits, or advances made to or for the accommodation, or at the request of the said A. B. and C. D., or the person or persons for the time being carrying on business in the name of the said firm of B. & D., or for interest and commission, or other lawful charges and expenses, then and in such case the said E. F., G. H., and I. K., or the survivors or survivor of them, or the heirs, executors, or administrators of such survivor, their or his assigns, shall and will at any time or times after such payment shall have been so made as aforesaid, upon the request and at the proper costs securities, and if they hold out certain persons to the world as their agents, a court will hold them bound by the acts of those agents, and will not look at the partnership-deed to see whether the agents were duly appointed. In dealing with banking companies it will probably be sufficient to pay the money to a cashier as in the ordinary course of business, and a memorandum signed by the cashier and the acting directors (and which may be indorsed on the mortgage or purchase-deed) will, it is apprehended, be sufficient evidence of the payment. In dealing with societies who lend money on mortgage, but who (as is often the case with the older insurance companies) have no officers specifically appointed to receive money when re-paid, the practice is to obtain a resolution by the acting directors appointing persons to whom it shall be paid as trustees for the society, and whose receipt is taken on the deed. Or the resolution may be that the money shall be paid into the banking-house of the society to the credit of the society, leaving it to be drawn out by the usual agents of the society. In either case the resolution may be noticed in the deed, and an attested copy of it preserved as a muniment of title. Of course, in the view above taken, no evidence of the directors or officers themselves having been duly appointed can be required; to bind the shareholders it is sufficient that the persons who authorize the payment or receive the money are the public and acknowledged agents of the society for such purposes. If it were essential to prove the regularity of the appointment of the directors or officers, it would obviously be impossible to deal with joint-stock companies as mortgagees, on account of the nature and extent of the evidence which would be required. In fact, these transactions must be treated, not as though the directors or other officers were trustees for the shareholders, but as though they were the active partners in, or agents for the partnership. Most modern deeds of settlement provide that persons paying money to the acting officers of the company shall be thereby discharged. OF A MILL AND MACHI NERY BY PARTNERS TO A JOINT STOCK BANK. and charges of the said A. B. and C. D., their heirs, executors, administrators, or assigns, re-convey and re-assign all and singular the said hereditaments and premises hereinbefore released and assigned, or expressed and intended so to be, unto and to the use of the said A. B. and C. D., their heirs, executors, administrators, and assigns, according to the nature and quality thereof, and their rights and interests therein respectively (e), or as they shall in that behalf order and direct, and that free from all incumbrances whatsoever made, done, or committed by the said E. F., G. H., and I. K., or any of them, their or any of their heirs, executors, administrators, or assigns: AND THEY the said A. B. and C. D. do, for themselves, their heirs, executors, and administrators, and each of them doth for himself, his heirs, exe- mortgage-mocutors, and administrators, covenant with the said E. F., G. H., and I. K., and their executors and administrators, by these presents, that on demand in writing to be signed by the said E. F., G. H., and I. K., or any of them, or by any other director or directors for the time being of the said bank, and left upon the premises hereby released, or ex (e) The words "according to their rights and interests therein" refer to the equitable doctrine, that freehold or copyhold property, purchased with partnership capital for partnership purposes, becomes personal estate. It was formerly conceived that such property was personal estate only for the purpose of satisfying the claims on the partnership; (1 My. & Ke. 653, 654); but it is now established that all property purchased with partnership capital for partnership purposes is itself capital, and has, to every intent, the qualities of personal estate. (Ripley v. Waterworth, 7 Ves. 425; Townsend v. Devaynes, 1 Montag. Law of Partnr. App. 97, and 1 Roper's Husband and Wife, (Jacob's ed.) 346, n.; S. C. cited 1 My. & Ke. 655; Fereday v. Wightwick, 1 Russ. & Myl. 45; Phillips v. Phillips, 1 Myl. & Ke. 649; Broom v. Broom, 3 My. & Ke. 443). It is not however sufficient to convert lands into personalty, that they are purchased with partnership money, unless they are also purchased for partnership purposes; (Randall v. Randall, 7 Sim. 271); and it seems that, even if land be brought into partnership by a partner, under an agreement that it shall be held as partnership property, and it be used solely for partnership purposes, yet, unless it has been purchased with partnership money, the share of the partner by whom it was brought in is personal estate only for the payment of the debts of the partnership, and not as between his heir and personal representatives. (Cookson v. Cookson, 8 Sim. 529). But this was a special case. Joint and se veral covenant for payment of ney. Land purchased OF A MILL AND MACHI NERY BY PARTNERS TO A JOINT STOCK BANK. -and not to remove mill or machinery; Compound interest not allowed in mortgages. As to the nature of mortgages for ac counts-current. pressed and intended so to be, or upon any part thereof, addressed to or for the said A. B. and C. D., or the person or persons for the time being carrying on or having carried on business in the name of the said firm of B. & D., or any of them, their or any of their executors or administrators, or to or for any person or persons liable to pay the monies intended to be hereby secured, or any part thereof, they the said A. B. and C. D., or the person or persons for the time being carrying on or having carried on business in the name of the said firm of B. & D., or some of them, their or some of their heirs, executors, or administrators, shall and will pay, or cause to be paid, to one of the cashiers for the time being of the said bank, the balance which, on the account-current of the said firm of B. & D., shall, for the time being, be due or owing to the said bank for bills or notes discounted or paid, or other loans, credits, or advances made to or for the accommodation, or at the request of the said A. B. and C. D., or the person or persons for the time being carrying on business in the name of the said firm of B. & D., or for interest or commission or other lawful charges and expenses, and, in case such balance shall not be paid on such demand, shall and will pay or cause to be paid such interest, after the rate of £5 per cent. per annum, as shall legally accrue due upon such balance or any part thereof, up to the time at which the same shall be paid (f): AND FURTHER, that they the said A. B. and (f) It is the rule of equity not to allow compound interest between mortgagor and mortgagee, at least when the mortgage is of land; (Procter v. Cowper, Pre. Ch. 116; Waring v. Cunliffe, 1 Ves. Jun. 99); and it seems doubtful, whether interest will be allowed on costs and charges; (Procter v. Cowper, ubi supra; Howard v. Harris, 1 Vern. 194; Hodgson v. Hodgson, 2 Keen, 712); and an agreement entered into at the date of the mortgage for turning interest which may not be regularly paid into principal is invalid. (Broadway v. Merecroft, Mose. 248; Mitford v. Featherstonhaugh, 2 Ves. 445; Lord Ossulston v. Lord Yarmouth, 2 Salk. 449; Bosanquet v. Dashwood, Forr, 37; see, too, 9 Ves. 271, and the cases cited infra). Hence, in drawing a mortgage to secure the balance of an account-current, in which it is intended that from time to time rests shall be made, so that unpaid interest shall become principal, it is necessary to see that the deed is not so constructed as to come within the scope of the above |