Page images



England, 63 banks. All these are enormous

concerns, almost all of them in 1920 (the year It will be readily admitted that there is of those figures) holding individually over something steadying in the contemplation of 300 millions deposits against the Bank of an institution which does not perceptibly England's 125 millions. The Midland Bank, yield to change, for few things in human indeed, is now announcing by way of advertiseexperience do not sooner or later succumb to ment that its present resources are 400 millions. that all-devouring element. “The old order The Bank of England, therefore, has lost some changeth, yielding place to new is as true of its pristine glory, and its officials (whose as ever. Everything passes or alters with the communications have invariably the civility certainty of inevitability—that is, nearly every- of an Act of Parliament) have less reason than thing. For the institution whose name heads formerly to knock their sublime heads against this paper appears in its dealings to retain from the stars when approached on the Bank's decade to decade its known character of in- | business. flexibility. It is true it is but the creature The writer, acting on behalf of trustees, had of yesterday compared with the Great Pyramid lately a tiny transaction in 5 per cent. War of Ghizeh, but in its time its methods have Stock. The stock was bought by them a year probably varied as little as has that renowned or two ago and stood in the names of three monument in appearance from the desert gentlemen, the certificate issued by the Bank sandstorms. One cannot therefore refrain bearing that they were trustees for a lady from a certain meed of admiration for its en- named. Part of the money being required for during character amidst so much that is a trust purpose, so much of the stock was sold evanescent and perishing. But if one might and transfer was made out in the three trustees' dare animadvert-even a quiet way-on names as granters, but it turned out that one some of its characteristics, it may appear to of the trustees (unknown to the agent) had gone reflective and not unfriendly minds that some abroad, and the signature of the other twochanges would neither be prejudicial to itself the majority-could only be got. This was nor injurious to the country at large.

explained to the Bank, as was also the fact The Bank came into being in the year 1694, that the trust deed contains a clause specially when William III. was King. His Government authorising a majority of those acting and needed a loan of £1,200,000, and this was sub- resident in Great Britain to transact all trust scribed in about ten days, the subscribers business. The provision in the Trust Act of nominating a Governor and Deputy Governor, 1921 (section 7), authorising trustees to act by and the first twenty-four Directors, who were a quorum, was also quoted. But all in vain. men of high mercantile standing, were elected The answer, like an edict, came : “ Transfers immediately thereafter. After some transitions of British Government Securities inscribed or the foundation-stone of the existing building registered in the books of the Bank of England was laid in 1732, and, in fine consonance, the are.governed by the National Debt Act, 1870, Bank has continued on the same site ever since, and Acts amending that Act and Regulations though the building has of course been extended made thereunder. The Bank are aware of the and enlarged, its existing shape having been terms of the Trusts (Scotland) Act, 1921, but evolved somewhere about the beginning of the provisions of that Act do not override the last century. Having been entrusted with the provisions of the National Debt Act, 1870, and management of the National Debt and made amending Acts. the Government banker, the Bank soon at- “The Bank are, however, authorised under tained a remarkable pre-eminence. Restrictions section 4 of the Government Stock Regulations, against starting other banks were enacted, and 1918, made under the Finance Act, 1917, to these were only tardily if gradually relaxed. permit stockholders to act by a majority in Latterly, the tendency has been towards huge transferring stock, but before they can act on amalgamations of banks.

For example, the a transfer deed signed by a majority of holders London County Westminster and Parr's Bank they must first be furnished with a request Ltd. (now known simply as “The Westminster made on the prescribed form under the signatures

( Bank'), which was started in 1834-6, now of all the stockholders in the account. represents with affiliations some 60 banks ; “So far as the Bank are conce

cerned, the the London Joint Stock City and Midland Bank holding in question stands in the joint names of Ltd. (now more simply known as “ The Midland (naming the three gentlemen) in their individual Bank”), established in 1836, 65 banks ; Lloyd's capacities. It is true that they are described Bank Ltd., originating about 1765 but incor- in the account as testamentary trustees of porated in 1865, 119 banks ; Barclay's Bank, Mrs Blank, but in this connection I would refer becoming incorporated in 1896, 102 banks; you to section 37 (2) (6) of the Act 7 & 8 Geo. V. and the National Provincial and Union Bank of cap. 31.”

[ocr errors]
[ocr errors]
[ocr errors]
[ocr errors]

The middle paragraph may first be noticed. Government stock, be affected with notice of The Act of 1917 does certainly allow stock- any trust, or of the fiduciary character of any holders whether or not trustees to act by stockholder or of any fiduciary obligation a majority provided a request“ in the prescribed attaching to the holding of any Government manner is made by all of them. An appro- stock.” priate form it is understood may be had from The above provisions are contradictory: the Bank on application. But who in Scotland Thus by (a) trustees who hold Government is likely to know about this, unless a special stock are debarred from acting “otherwise necessity emerges as in the case under remark? than in accordance with the rules of law applyThe will and our Scottish Trust Act of 1921 ing to the trust and the terms of the instrusay emphatically that a majority of trustees ment constituting the trust.” Now, when they may act for the whole in all trust matters, propose to act in accordance with their trust, but the Bank officials say—not in the stocks i.e. to operate by a quorum, the Bank demur, with which it has to do, without some further though it has accepted the trustees as stockformula. This, to say the least, seems as holders, and takes refuge in (b), which upsets

, hypercritical as it is tantalising. In the case (a), by declaring that the Bank is not to be in question, the amount involved was trifling, affected with notice of any trust. It is altoand the difficulty can otherwise be easily over-gether a pretty muddle and naturally calls for come; but, if the transaction had been large, regulation or revocation. Now, were there the consequences of the Bank's refusal to not during the War frequent urgent appeals recognise one of the fundamental rights of a to trustees to put every penny of their funds Scottish trust might have been serious. The into Government stock, circulars even accominterjection of such a silly embargo on statutory paying the dividend warrants urging the rights of trustees provokes resentment, and as desirability of sinking these in stock instead of it serves no useful purpose should be instantly lifting them? The Government indeed went withdrawn or abandoned.

the extraordinary length of empowering trustees, A few observations will now be offered on notwithstanding the terms of the trust deed the remainder of the Bank's deliverance. (subject to certain notice to beneficiaries

In days past, the Bank did not recognise interested in the income (section 35 of the same trustees, stockholders being entered in the Act)), to borrow on the investments held by them Bank's books as individuals. By the Act and invest the money so raised in any Governreferred to in the concluding paragraph of the ment loan, which authority was accompanied letter (7 & 8 Geo. V. cap. 31, section 37), the by a drastic indemnity clause keeping the Treasury in conjunction with the Bank were trustees free from responsibility for any loss empowered (subsection (1)) to make regulations the trust might thereby sustain. That, to say facilitating dealings with Government stock the least, looked like an open invitation to break and especially" for enabling stockholders to be the law, or commit a breach of trust. The described in the books of the Bank as trustees, writer never heard of any trustees who availed and either as trustees of any particular trust themselves of that power, but it shews the or as trustees without qualification, and for encouragement trustees had to invest in Governauthorising the Bank to act on powers of ment stocks, and have their names as such attorney granted by stockholders so described.” entered or inscribed in the Bank of England; This, unfortunately, is not a positive enactment and now to be coolly told by that institution in itself, but only an authority to make that it is not “affected with notice of any regulations," although by subsection (2) such trust” rather uproots confidence in Governregulations so made are declared to have effect ment dealings. One indeed sometimes wonders as if enacted in the Act, provided that (a) whether our Scottish members of Parliament, "nothing in any such regulations shall as and especially our law officers, take any adequate between any trustees or as between any trustees interest or any real interest at all in the adjustand the beneficiaries under a trust be deemed ing of the legal measures promoted for Scotland, to authorise the trustees to act otherwise than so much of these in recent times being turgid, in accordance with the rules of law applying obscure, ambiguous, and even contradictory in to the trust and the terms of the instrument terms. The Bank, as will have been noticed, constituting the trust, or affect the mutual refers also for authority to an Act of 1870, rights of joint stockholders,” and (6) (the Bank a modest period of fifty years back or so, and founds especially on this)" neither the Bank the actual perusal of that Act, the writer hastens nor any persons acquiring any interest in any to say, as it was contrary to his expectations, Government stock shall by reason only of any has been quite refreshing. It contains seventyentry in the books of the Bank in relation to four sections, many of which are only two lines any Government stock or any stockholder, in length and none are long, and the diction or of anvthing in any document relating to generally is sun-clear. Why cannot we have

[ocr errors]
[ocr errors]


such perspicuous Acts now? Is there no one left in the London office where Parliamentary

THE LAW COURTS OF ANCIENT Bills are framed who can write simple and

EGYPT. intelligible English? If not, as Scotsmen fill

By An UNADMITTED MEMBER OF THE many of the highest offices in the Church and

CONSTANTINOPLE BAR. State south of the Tweed, another should on the next vacancy be given a trial as Bill Wonderful light is now being cast upon draftsman.

ancient customs among the Egyptians in the Another regulation of the Bank for the times of Tutankhamen by the recent discovery attestation of documents runs thus: “A of His Heavenly Excellency's tomb with all credible witness' is required to each signature, its records of contemporary life in stone, metal, who must state his Quality, Profession, or and wood. Through the courtesy of one of Occupation, and give a permanent address. the talented members of the Byzantine school He should be a person of known position, such of archæologists, some studies, in particular as a Magistrate, Justice of the Peace, Solicitor, of the legal life of Thebes, can be usefully Clergyman, or Registered Medical Practitioner; reconstructed. Verily, little is new under or failing that, a householder.”'

the sun! The capitals and the English are the Bank's. It seems that the Egyptians had many The witness "must" evidently be a male, and activities in trade and otherwise, not only “ of known position,” the very lowest qualifica- among themselves but with the other peoples of tion being a “householder." Now, for every Africa and with Asiatic nations as well as with attestation made by a male, it is thought there Greece and the Levant. A system of law was cannot be less than three made by females,-early developed. The Supreme Courts of widows, spinsters, ty pists, clerkesses, shop Egypt, which sat under the Old Empire in assistants, servants,_all non-householders more Memphis and in later days in Thebes, occupied frequently than men playing the part of the services of some twenty judges. Just as “credible" witnesses, and mirabile dictu the in modern countries, there were judges of Bank accepts their signatures as sufficient in first instance and then benches of appellate actual practice. It is all very amusing if it judges. All the judges appear to have were not so irritating to stockholders in country been, more or less, profound lawyers. Some districts and elsewhere, who rush here and there of them were really magnificent jurists. Their and often far afield for the signature of a “male sphinx-like portraits indicate the dead silence

a person of known position. The injunction with which they listened to arguments. No being a dead letter, the Bank ought to cancel it, one could enter their Courts and find, as as also the prohibition against a husband or one might do to-day in France, that the wife of a stockholder being a competent witness. only one not speaking was the man apparently A wife in Scotland may competently act, and addressing the Court, while all the other she often does act, as a witness to her husband's members of the Bench and of the Bar engaged signature; and, if she is not benefiting under in the debate before them were indulging in a the document, it is difficult to see why her sort of “ cross-country” conversation. Judicial signature should not be held sufficient.

“ bear gardens” were unknown, it would seem, While the suggestions above made if carried in ancient Egypt. It is rather interesting, out would be a great convenience and comfort again, to see from these drawings the heavy to the public and the legal profession, the writer falls” of the judges as worn wig-fashion. can have no hope of these being given effect to, The originator of the occidental full-bottom unless the Law Societies become interested and wig must have got his idea from these dignified bring pressure to bear at the

time on our creations” of the Egyptian

of the Egyptian “ Ravenscrofts. legislators. The Bank is so entrenched in Use It is equally clear from some of the pictorial and Wont, so conservative and unyielding in its representations of Court scenes that the Bar attitude, that ordinary appeals for relaxation of those days was composed of very fine men, of formalities resemble in their futility the classic in bearing, and skilled in all the arts famous Spanish Don's "tilting at windmills." and artifices of advocacy. The use of mere It would be a brighter day for “puir auld Old Bailey trickery of Victorian days seems,

" Scotland ” if this overweening Bank would however, to have been scorned. But one gathers recognise that it is not so much“ The Bank of that jury counsel, particularly those endowed England " as "The Bank of Great Britain."

with wit, made enormous incomes. In the hands D. M. G.

of such pleaders juries were as reeds. So much was this the case that the judges found no little difficulty in charging for right verdicts. From an entire absence of women in any bas-relief or other presentations of trials, it is evident that


[ocr errors]
[ocr errors]


the judges must have suffered a lack of assistance employer, or client, and that all bargains, by their exclusion from the jury box. Their dating from that period, tainted, be it ever 80 views of life and their sensible ways of pressing little, with any such oleaginous matter should them were just as sane then as they are now. be held as void. This Edict had splendid With their participation, British jury trials have results. The Egyptians of all classes, or been rescued in our day from the contempt practically all, became known as the most into which they were fast falling before the scrupulously honourable people in the Old advent of sex equality reforms. My faith World. Even their cooks were

good ” in asserts the


eminence of men (“ The other than the merely church-going sense of a Koran,” c. iv.).

great modern caricaturist. Consequently, in To return to the drawings, it is singularly domestic and other spheres, prices of comimpressive to see the alert figures that surround modities were reasonably low. To stand by the barristers. From the bundles or scrolls the same illustration, chefs

resented any of papyri in their hands or under their armpits, attempt at “ loading” the accounts of their it is easy to see that these are solicitors and not masters, whether attached to the Pharaonic of the capital. Knowing the history of the House or not. But somehow or other, men

. last days of the Empire, you can tell the of the law, agents, doers, factors, or solicitors, Metropolitan solicitor. The Theban attorney as they variously styled themselves, and men then developed a go-as-you-please style of dress otherwise of very high principle, said this that would not be tolerated to-day in Lincoln's Edict could not apply to them in view Inn Fields, Chancery Lane, or the City, or of the very special privilege extended to even in the famous Parliament House of them of old time and not thereby expressly Modern Athens. The men from cities such recalled. So they appear to have been the as Coptos or Pelusium are evidently very only class maintaining their right to stand prosperous. Their dash and cut shew that outside it. Naturally, every other class they are big men. It appears from Phylli- wondered. Now here the bas-reliefs in the more's “ Ancient Attorneys that the pro- antechamber of Tutankhamen's sarcophagus vincial solicitors of Egypt, through association appear to us very striking in their subtle with some of the Israelites, had become very depiction of a final adjustment of accounts in astute. In the reign of a somewhat “soft” but former reigns between lawyers practising in the

good God," and, demotically considered, well- Supreme or High Court, or, as we would say beloved predecessor of Tutankhamen, they had in Stamboul, their country correspondents. prevailed upon his young but brilliant vizier The pictures' even as drawings are, indeed, of or attorney-general to grant them the privilege telling beauty. The beaming client is seen “ royal and honourable”-so ran the grant- receiving with fine complacency an oyster ‘ of sharing fees” with their Theban corre- shell of apparently ripping” or, to use spondents. Translated into prosaic English, a phrase current in English novels, "pricethis seems to have involved something in the less value. But what the simple-minded nature of secret commissions or, as we say in client does not seemingly see, is the chain the East, “baksheesh.” In England to-day, of golden coins passing behind his back London attorneys and their provincial corre- and that of the Theban solicitor to bis prospondents "pool” their fees. Whether this vincial friend with a check or tally in curious be a good or a bad practice, every client knows hieroglyphics to the effect that this is the sum of it and he does not suffer by it. Turkey of a secret commission “ allowed by law.” will not always be unregenerate in this respect. The old records of Egypt, as scathingly noticed

Scotland, it is understood, that even by Herodotus in one of his little-known this practice, consulting Phyllimore's “ Law of essays, remind us that some legally corrupt Solicitors," his last work, vide p. 382, is altogether practice reduced the lawyers of Thebes to the unknown. To our modern eyes, and speaking helot” position of mere hewers of wood and as one not a little in touch with bankers, apart drawers of water, and that, in the reign of the from an overdraft, such a practice as was in notorious Sebek-hotep V., they got the name of vogue in ancient Egypt seems very strange. Assouaned conduit pipes," as mere channels Tutankhamen himself, advised thereto by for the conveyance of ruth and fiction from, and his vizier, the learned and quaintly Frie, i to, men at the Theban Bar. There can be no published an Edict in the fifth year of doubt now that this must have been the sinister his reign to the effect that from and after practice Herodotus had in his mind. It is true the second month of the Inundation, being that long after Tutankhamen was gathered to his

season of Spring, no in all the fathers in the Valley of the Kings, an agitation Royal Dominion should take or offer bribes, arose among the provincial lawyers themselves tips, or even oil ” of any kind, palm ” for the removal of this blot on their otherwise or other, behind the back of the master, stainless profession and honour. A contemporary


[ocr errors]
[ocr errors]
[ocr errors]


[ocr errors]
[ocr errors]


[ocr errors]


[ocr errors]

of Cyrus issued his royal proclamation that all estates as regards the substantial rights of a lawyers had surrendered their exclusive right liferenter or liferentrix. to secret” commissions. All over the country In. Forrest's case the subject of sale was the profession of the law rose at once in the 100 £10 shares in a company whose_practice confidence of all the people. It was regarded was to make up accounts to 28th February as particularly fine that such a pestiferous evil in each year and to declare and pay a dividend had been removed by the insistent voice of on 13th May of the same year for the year to front-rank lawyers and men of honour and 28th February preceding. The sale was made leading in the great provincial cities. Some on 25th November 1919. The price was of these neither asked nor accepted at any £1050, and the missives expressly bore," the time “legal” bribes for the introduction of odd £50 being to cover the portion of dividend their clients' business. The Theban solicitors accrued to date"; that is to say, the one-half, themselves breathed a purer air. Not a few corresponding to

Not a few corresponding to the period between 28th of them had never bowed the knee to Baal. February and 25th November 1919, of a 10 To signalise the event, a brilliant shower of per cent. dividend, free of tax, for the company's decorations was bestowed on such as were financial year ending 28th February 1920, disappointed in being bereft, against their will, which it was expected would be declared and of so ancient a privilege. The lawyers who paid in May 1920. That expectation was actively procured its abolition shone, and still realised. A dividend of 10 per cent. on the shine, as the stars in the Egyptian firmament. £1000 is £100, and £100 free of tax, when tax They needed no decoration. For their whole is 6s., is approximately equal to £142 gross, body aggregate, the right was earned to use and it was so taken in the case. Accordingly for all time some mystic letters after their that makes the £50 equal to £71 gross. The names denoting their membership of the purchaser received the full year's dividend Faculty of Holy Scribes. It is sad to find in May 1920, and the question was whether from a Coptic writer that their excellent library he was bound to bring into his super-tax account was burned by the same fire that in 47 B.C. for 1921-22 the whole £142 or only £71. He destroyed the famous and first Alexandrine claimed that he should bring in only £71, Library.

EFFENDI FAIK. being in effect the part of the dividend accruing [The works attributed by this writer to the authors between the date of his purchase and the close mentioned by him in the article cannot be found in any of the company's financial year. He mainBritish library of reference. The reader must draw his tained that he was entitled to exclude the £71 own inference as to their authenticity. His historical oriental and occidental accuracy is also doubtful.--corresponding to the first half of that financial ED. S.L.T.]

year, on the ground that to that extent the dividend had been purchased by him with his

capital, and that to the same extent it was TAX DECISIONS AND LIFERENTERS' accordingly capital and not income in his RIGHTS.

person. These arguments were sustained by

the Special Commissioners, but their determinaTwo very recent decisions regarding super- tion was reversed by the Second Division. The tax deserve consideration for the bearing which grounds of reversal were practically just the they may have upon the rights of liferenters arguments used by the Crown, namely, that the of trust funds. It is true that no question dividend was not purchased, as there was not between liferenter and fiar arose in either case, in fact at the date of the purchase any dividend but in both cases the issue was income or declared which could be purchased ; that what capital. The are Inland Revenue V. was purchased was the shares themselves, Forrest in the Second Division of the Court of these being valued by the parties above par Session, decided on 26th February last and on account of the possibility of a dividend being reported in 1924 “Scots Law Times 356, and declared ; and that the whole transaction was Inland Revenue v. Burrell in the English simply a capital transaction. Court of Appeal, decided on 4th April last and There was agreement that the special reference reported in 40 Times Law Reports 562. The in the missives to.“ the odd £50 " did not Scottish case related to apportionment when affect the merits of the case. The following stocks are purchased cum div. The English quotations from the opinions are important case related to

a company's undistributed and sufficient. The Lord Justice-Clerk said : profits existing at the date of liquidation, carried into the general fund, and distributed

The respondent's contention involves that the sum

payable by way of dividend in May 1920 upon these by the liquidator in the form of " dividends

shares, a sum prima facie consisting of the income upon the shares. These are just the kinds of upon the shares, changes its character as by the circumstances in which troublesome questions touch of a conjurer's wand and becomes capital, are apt to arise in the administration of trust simply and solely because of the enhanced price



[ocr errors]
« PreviousContinue »