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J. A. and P. L., their executors, administrators, and assigns, upon certain trusts. Now, it is clear, by reference to Lord Hardwicke's judgment, that he entertained considerable doubts whether this annuity would pass by a sweeping bequest of this nature. Suppose a will bequeathed all the testator's hereditaments to A, and all his personal estate to B. It seems clear that A would take such an annuity as this, and the heir at law is not to be disinherited without express words, and that though general words are used. Doe, dem. Spearing, v. Buckner, 6 T. R. 610. [BAYLEY, J. There the devise was followed by words showing that the testator had only his personal estate in contemplation. The words of the trust in that case were very material, for the trustees were to add the interest to the principal, which showed that there the testator was only speaking of his personal estate.] Where the residuary clause is in favor of executors, it was held, Shaw v. Bull, 12 Mod. 593, that no more would pass by it than would go to executors virtute officii; and that is the case here. And the words "of what nature or kind soever" apply only to real and personal chattels, and do not extend to hereditaments. So in Rose v. Bartlett, Cro. Car. 292, a devise of all lands and tenements was held not to include terms for years. The court, therefore, are not bound by the literal sense of general words. He also cited Ex parte Sergison, 4 Ves. 147, Ex parte Morgan, 10 Ves. 103, and Silberschildt v. Schiott, 3 Ves. & B. 45. [BAYLEY, J. The argument would go the length of saying that property of this description could only pass by a special devise.]

Denman, in reply, contended that it was clear that this annuity passed by the residuary clause in Mrs. Stafford's will. Here there is nothing to restrain the general words of the devise. And the only question is, whether this is personal estate; whether it would pass to the executors virtute officii is a very different question from the present. This is the case of a specific bequest of the residue, and is quite sufficient to pass the annuity in question. Cur. adv. vult.

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The following certificate was afterwards sent: This case has been argued before us by counsel, and we are of opinion that the legal estate and interest in the exchequer annuity of £1,000 passed by the will of Alethea Maria Stafford to John Aubin and Patrick Lewis, deceased.

C. ABBOTT, J. BAYLEY, G. S. HOLROYD, W. D. Best.

BLIGH v. BRENT.

EXCHEQUER. IN EQUITY. 1837.

[Reported 2 Y. & C. Ex. 268.1]

ALDERSON, B., delivered the judgment of the court: This was a bill praying in substance that the defendant Margaret Brent, widow and executrix of Timothy Brent, deceased, may account for certain shares of the Chelsea Waterworks, and that it may be declared by the court that the plaintiff as his heir at law became entitled to those shares, and that the other defendants, the Governor and Company of the Chelsea Waterworks, may be directed to insert in their transfer-books the plaintiff's name as proprietor thereof. There is no dispute as to the facts, and the only question for the court was, whether these shares were part of the real or personal estate of the testator. If the former, the plaintiff as heir at law is entitled to the decree he prays, because the will is attested by only two witnesses; and if the latter, his bill must be dismissed.

When this question originally came before me, I thought it one of so much difficulty, and involving such extensive consequences, that I was desirous the parties should have the benefit of having the opinion of my learned brethren also; and accordingly, in conformity to the practice here (which is a peculiar advantage in the frame of the Court of Equity in the Exchequer), I adjourned the case to be heard before the full court. The case was, in the course of last Michaelmas Term, very fully and ably argued before Lord Abinger, my brothers Parke and Gurney, and myself; and I am now to deliver the opinion of the whole court on the point.

The company of the Chelsea Waterworks was originally constituted under the provisions of the statute 8 Geo. I., 1723. By that act, certain persons named therein were constituted commissioners, undertakers, and trustees for carrying into effect the works then projected, and for afterwards maintaining them. For that purpose his Majesty was, by a subsequent clause, empowered to incorporate them, by the name of the Governor and Company of the Chelsea Waterworks. And they were to have the power of purchasing lands not exceeding £1,000 per annum, and to sell and dispose thereof at their pleasure, and to do all necessary works, and to be subject to such rules, qualifications, and appointments as his Majesty should think reasonable to be inserted in the charter; and might also be empowered to make by-laws from time to time for the good government of the corporation.

In pursuance of this power a charter of incorporation was granted almost immediately afterwards by George I. That charter followed the directions of the statute, and gave the corporation power to purchase lands, &c., so as they did not exceed in value £1,000 per annum, 1 The opinion only is given. It sufficiently states the facts.

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and also estates for life or lives, and for years, and goods and chattels of what nature or value soever, for the better carrying on and effecting the purposes of the company, not exceeding the value of the joint stock of the corporation thereinafter mentioned and limited, and to be taken and computed as part thereof.

The twenty-third scetion empowered the corporation by subscription to raise a joint stock, not exceeding £40,000, and to manage the same from time to time, and to receive the benefit and advantage of the same to the use of them the said Governor and Company and their successors, according to such shares and proportions as they or any of them have or shall have therein. And then it provided that every person subscribing and contributing any sum or sums of money should, by virtue thereof, become members of the said corporation, and should be entitled to a share or shares in such joint stock (previously fixed at £20 each) equal to the sum or sums of money so by him actually contributed and paid in, and no greater; and should be enabled to sell, assign, and transfer the same or any part thereof (not being less than one whole share, as by a subsequent clause was provided), by transfers in the company's books, in such manner as should be by a general court directed, or by his last will and testament; and the person to whom such assignment or transfer, or disposition by last will and testament, should be made, should by virtue thereof become member of the said corporation.

What, then, is the intention of the crown and legislature to be collected from all these particulars as to the nature of the interest which each shareholder is to have? That is, in truth, the whole question in this cause. Now, in the first place, we have a corporation to whose management the joint stock of money subscribed by its individual corporators is intrusted. They have power of vesting it at their pleasure in real estate or in personal estate, limited only as to amount, and of altering from time to time the species of property which they may choose to hold; and in order to give them greater facilities and advantages, certain powers are intrusted to the undertakers by the legislature, and that even before they were constituted a body corporate, of laying down pipes, and thereby occupying land for the purposes of their undertaking. These powers render the use of joint stock by the body corporate more profitable, but they form no part of the joint stock itself; and one decided test of this is, that they belong inalienably to the corporation, whereas all the joint stock is capable expressly of being sold, exchanged, varied, or disposed of at the pleasure of the corporate body. It is of the greatest importance to look carefully at the nature of the property originally intrusted, and that of the body to whose management it is intrusted, the powers that body has over it, and the purposes for which these powers are given. The property is money, the subscriptions of individual corporators. In order to make that profitable, it is intrusted to a corporation who have an unlimited power of converting part of it into land, part into goods, and of changing and dis

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