*748

assignees is under no obligation except that of fully and sufficiently answering questions put to him. Where, therefore, a person on such an examination did not mention a right of set-off which he had against a sum claimed to be due from him to the estate, and subsequently the unrealized credits were sold: Held, that he was not precluded by the omission from insisting on the right of set-off as against the purchaser. Suggestio falsi or suppressio veri to operate as a ground for the postponement of an equity must occur in the transaction which dat locum contractui. Rolt v. White, 360. REPUBLICATION OF WILL. See MORTgage, 2.

REPUTED OWNERSHIP. See BILL OF SALE.

RESOLUTION. See Costs, 2.

RESPONDENT. See Costs, 1.

SALE. See VENDOR AND PURCHASER, 1.

SCOTLAND. See ANNULLING, 2.

SECURED CREDITOR. See ARRANGING DEBTOR, 6, 8.

SECURITY. See WILL, 2.

SEPARATE ESTATE. See HUSBAND AND WIFE.

SET-OFF. See REPRESENTATION.

SETTLEMENT. See ARTICLES. FRAUD. FRAUDULENT DEED.
SHARES.

1. The plaintiff took shares in a company formed for making a railway in Venezuela. He took them on the faith of a prospectus which referred to a concession for making the railway as having been made by the Venezuelan government to the company, and stated that the contractor had guaranteed a dividend of 241. per cent on the paid-up capital during the construction of the works, and that the Venezuelan government had guaranteed a dividend of 91. per cent on the paid-up capital for twenty years. The concession had, in fact, been made to another company, and bought by this company at a price equal to one-tenth of its whole capital. The articles of association showed that the concession was purchased from another company, and referred to the agreement for purchase; and the memorandum of association stated one of the objects of the company to be, acquiring, by purchase or otherwise, concessions from the Venezuelan government. The guarantee of the contractor for interest during the construction was, in fact, limited to 20,0007. in all (the whole capital being 500,000l.). The guarantee of the Venezuelan government was for a dividend of 91. per cent while the line, without any default on the part of the company, failed to produce it. The documents giving the above guarantees were referred to in the articles without stating their contents.

* 749

Held, that the plaintiff having, when he applied for the shares, agreed to be bound by the memorandum and articles of association, could not allege ignorance of their contents, and, therefore, although the prospectus ought to have stated the fact of the concession having been acquired by

purchase at a heavy price, semble, the plaintiff could not have established any title to relief on this ground.

But held, that although the plaintiff must be treated as having notice of the contents of the memorandum and articles, he was not thereby affected by such knowledge of the contents of all the documents referred to but not set forth in them, as to be debarred from complaining of any deceptive statement made to him respecting them; that he was entitled to rely on the representations in the prospectus as to the guarantees by the contractor and by the Venezuelan government, and that these representations were so far from being fair, honest, and bonâ fide statements, that he was entitled to be relieved from his shares. Though the representations in the prospectus of a company ought not (owing to the well-known prevalence of exaggeration in such documents) to be tried by as strict a test as is applied in other cases, they are required to be fair, honest, and bond fide. — Kisch v. The Central Railway Company of Venezuela (Limited), 122.

2. In February the directors of a bank issued to the shareholders a circular representing the affairs as extremely prosperous. In May they resolved to issue the whole of the unissued shares, and sent circulars offering them to the existing shareholders at 307. per share, the amount to be paid on or before the 1st of October; if paid before that time, interest at 57. per cent to be allowed, and the allottees to be entitled to a quarter's dividend at the end of the year. B., a shareholder, agreed to take twenty-two of these shares on the above terms, and paid the 307. per share. On 16th of September, the bank stopped payment, and on the 24th a petition for winding it up was presented, on which an order was subsequently made. Held, by the Lord Justice TURNER, affirming the decision of the Vice-Chancellor KINDERSLEY, dissentiente the Lord Justice KNIGHT BRUCE, that B. was a contributory in respect of the twenty-two shares. Held, by the

* Lord Justice TURNER, that the misrepresentations in the report*750
could not be regarded as a proximate cause of B.'s contract to
take the shares so as to enable him to avoid that contract. Held, by
the Lord Justice TURNER, dissentiente the Lord Justice KNIGht Bruce,
that the contract was not that B. should purchase the shares on a future
day, but become the immediate proprietor of them, subject to the terms
as to interest and dividends. In the Matter of the Leeds Banking
Company. Barrett's Case, 30.

3. B. agreed to be a vice-president of a company, and being informed that he must take shares as a qualification, he, in October, 1846, applied for shares, which were allotted to him, and he paid the deposit, but never executed the company's deed. Soon afterwards he learnt that a qualification was not necessary, and refused to be a shareholder or to pay calls. In 1854 the directors resolved to sue him, and negotiations took place which resulted in an arrangement between him and the directors that he should pay 50l. and be released from all further liability. He, in 1855, paid the 50%., which was entered in the books of the company.

The arrangement was confirmed at a general meeting, which was attended by very few shareholders, and a report of the resolutions, including that confirming the arrangement, was sent to all the shareholders, not, however, showing what the terms of the arrangement were. B. never afterwards was treated as a shareholder, except that his name, which had been returned to the registration office as a shareholder, had never been removed. In 1861, an order was made for winding up the company.

Held, that there was sufficient doubt as to B.'s liability to be treated as a shareholder for the dispute between him and the directors in 1854 to be considered a proper subject of compromise, and that under the powers given to the directors by 7 & 8 Vict. c. 110, § 27, and the deed of settlement, the arrangement was valid.

Whether, supposing the arrangement to have been ultra vires, it would not have been supported on the ground of acquiescence and lapse of time, quære? — In the Matter of the Agriculturist Cattle Insurance Company. Lord Belhaven's Case, 41.

See CONTRIBUTORY, 1, 2.

SHIP. See BILL OF SALE.
SOLICITOR. See PROMOTERS.

SOLICITOR AND CLIENT.

A solicitor's lien for his costs upon costs ordered to be paid to his client by the opposite party in a suit remains notwithstanding such solicitor having ceased to be the client's solicitor in the suit, and *notwithstanding that he has taken the client's body in execution under a judgment against bim for the amount of the solicitor's costs.

*751

Semble, per Lord Justice KNIGHT BRUCE, that against the judgment should be allowed what had been or might be recovered by the lien. v. Lewis, 606.

SPECIALTY DEBTS. See EXECUTOR.

SPECIFIC PERFORMANCE.

O'Brien

1. The defendants, by letter offered to sell a piece of land to the plaintiff at a certain price. The letter concluded, "There will be the usual clauses in a contract and some limitations as to the length of the title to be shown, and other minor details." Held, that this offer, with the acceptance of it in writing, did not constitute a contract which the Court could enforce, owing to the uncertainty as to the clauses to be inserted and as to the length of title to be shown. — Rummens v. Robins, 88. 2. Defendants, in a vendor's specific performance suit, cannot on motion before the hearing have a reference as to title without prejudice to any question in the cause, where they have, by their answer, set up other defences beyond want of title.

Per Lord Justice TURNER. Quære, if such defendants can, under any circumstances, have such reference. Reed v. The Don Pedro North Del Rey Gold Mining Company (Limited), 593.

See RAILWAY COMPANY. VENDOR AND PURCHASER, 2. STAMP. See EVIDENCE.

STAYING PROCEEDINGS. See LANCASTER DUCHY Court.

STAYING PROCEEDINGS PENDING APPEAL. See APPEAL, 3.
STOCK. See LUNACY.

SUFFICIENCY.

The plaintiff, in answer to interrogatories founded on a concise statement, stated that documents, the production of which was sought, were in the possession of his clerks at New Orleans, and could not be selected and produced without the plaintiff himself going to New Orleans, which he could not safely do on account of the civil war and his being proscribed: Held, that the answer was insufficient for not showing that the plaintiff had tried to obtain the required information. Mertens v. Haigh, 528.

SUPPLEMENTAL BILL.

See APPEAL, 2. CORPORATION.

SUSPICION. See BANKRUpt, 2.

*TAX. See PROPERTY TAX.

TENANT FOR LIFE.

* 752

A tenant for life of mortgaged property, which, subject to the mortgage, was in settlement, presented a petition in a suit between persons claiming under the mortgagee, who, on his side, had settled the mortgage debt; and by such petition the petitioner sought liberty to pay into Court the mortgage debt, and, on so doing, an order for transfer of the mortgage to her, or to such person or persons as she should direct. Held, affirming the decision of Vice-Chancellor KINDERSLEY, that the petition was rightly dismissed with costs, as, in the absence of special contract, all that a mortgagee is compellable to do is to reconvey to the mortgagor or his assigns, and he may refuse to convey the mortgaged premises to any one who is to become by that conveyance mortgagee or assignee of the mortgagee. - James v. Biou (3 Swanst. 234, 241),

followed. The tenant for life of property held by a mortgagee in possession filed a bill to redeem all the charges on the property, including a legacy charged upon it by the will of an ancestor of her testator; for an account of what was due to herself in respect of the excess of the rents received by the mortgagee beyond interest on the mortgage debt; for a charge upon the property in respect of what was so due; and for consequential relief: Held,

(1) That she had a right to a charge upon the property for the excess. (2) That she had a right, in case she redeemed, to all the costs of the suit as against the parties taking in remainder under her testator's will.

Form of decree in these respects, and directing redemption according to the priorities of the incumbrances and the rights of the parties taking under the plaintiff's testator's will, and of settling the ultimate equity of redemption subject to the trusts of such will; also as regarded a derivative mortgage. Colyer v. Colyer, Pawley v. Colyer, 676.

See LANDS CLAUSES ACT, 3.

TENANT FROM YEAR TO YEAR. See INJUNCTION, 1.

TENANT IN COMMON. See ARTICLES. LANDS CLAUSES ACT, 3.
TIME. See APPEAL, 4.

TITLE, REFERENCE AS TO. See SPECIFIC PERFORMANCE, 2.
TRANSFER. See TENANT FOR LIFE.

TRUST, EXECUTORY. See ARTICLES.

*753 *TRUST DEED. See ALLOWANCE, 1. ARRANGING Debtor.

TRUSTEE.

Trustees are not liable to the cestuis que trustent for money belonging to the trust which their co-trustee gets into his possession without their consent or knowledge and by a fraud upon them. Semble.

If joint trustees draw a check for the trust moneys upon the bankers in whose hands such moneys are, and cross that check with the name of certain other bankers, and having so crossed it deliver it to one of their number for the purpose of paying it into the bank of the bankers with whose name the check is crossed, the co-trustees are not liable for the misapplication of the money by the trustee to whom the check is delivered, if he strike out the crossing from the check, and then receive and misapply the money. Semble. Barnard v. Bagshaw, In re The Lake Bathurst Australasian Gold Mining Company, 355. See VENDOR AND PURCHASER, 1.

ULTRA VIRES. See COMPANY. SHARES, 3.

UNCERTAINTY. See SPECIFIC PERFORMANCE, 1.
UNDUE INFLUENCE. See FRAUD.

VACATING DECREE. See DISMISSAL OF BILL, 1.
VACATING ENROLMENT. See DECREE.

VENDOR AND PURCHASER.

1. Trustees of real estate, having no power of leasing, granted leases of it, and afterwards put it up for sale subject to the leases, the existence of which, as it was admitted, materially lessened the value of the property. The conditions of sale stated that the leases were made by the trustees without authority, and provided that the purchaser should make no objections in respect of them. The purchaser refused to complete, and contended that the conditions were not binding as being a stipulation that he should concur in a breach of trust. Held, by the Lord Justice KNIGHT BRUCE (the Lord Justice TURNER inclining to the same opinion), that the conditions precluded the purchaser from objecting to the title on the ground of the existence of the leases. — Micholls v. Corbett, 18.

2. In a suit by a purchaser for specific performance, an injunction to restrain the vendor from reselling the property was dissolved, it not being clear that the plaintiff would be able to establish his right to specific performance, and it appearing that the granting the injunction would, in