Court and are so constructed that no person seated further back than the second row can either hear or see the accused, the witnesses, the counsel, the jury, the judge, or any of those engaged in conducting the proceedings in the Court below. All the other rows of seats are quite useless for any purpose connected with the open administration of justice. The police have found in practice that if the public are permitted to occupy the seats in the back rows of the galleries disorder is caused by the people in the back seats standing up and stretching over to try to obtain a view of the Court."

This passage would be spoilt by commenting on it.

The letter from Mr Duncan of Aberdeen in your issue of 21st inst. referring to the cases of Wyse and Darling is interesting, as shewing the attitude of many practitioners prior to the passing of the Act of 1921. They frequently insisted upon getting the signatures of all the trustees in a trust even in onerous transactions, not feeling able to act on the plain meaning of the word "quorum." The case of Wyse has been cited to me off and on for the last thirty years, and no doubt it was a bit of a bugbear. But it was really pressed much further than the venerable judge, whose opinion is quoted, ever intended, its circumstances were so special.

The Trust Act of 1921 came, I think, rather suddenly upon the profession, as, on its appearance, I did not recall having seen its provisions previously discussed. But it contained some welcome sections, especially section 7. When I read this I felt that the case of Wyse and all the quibbles it unintentionally aided and abetted had gone. Mr Duncan has, of course, read the section; but it is so splendidly comprehensive that it is worth a brief analysis. It runs:

Any deed bearing to be granted by the trustees under any trust and in fact executed by a quorum of such trustees in favour of any person (other than a beneficiary or a co-trustee under the trust) where such person has dealt onerously and in good faith shall not be void or challengeable on the ground that any trustee or trustees under the

trust

(a) was or were not consulted in the matter, or

(b) was or were not present at any meeting of trustees where the same was considered, or

(c) did not consent to or concur in the granting of the deed, or

on the ground of any other omission or irregularity of proceeding on the part of the trustees or any of them relative to the granting of the deed.

All these subdivisions a, b, and c (which are my own for the sake of clearness) down to and including the last clause strike at the pronouncement in Wyse's case, the ipsissima verba even of that troublesome case being adopted for practical subversion.

Two other important paragraphs follow, the one, inter alia, declaring that the section is to apply to deeds granted before as well as after the Act, and the other emphasising the meaning of " quorum."

In one case since 1921, I proposed, as the only trustee in this country (my co-trustee being abroad), to execute a deed without troubling him-the trust deed empowering a single trustee to act in the absence of the otherand Wyse's case was again trotted out. A reference, however, to section 7 settled the matter. It is a valuable section, and gives a much-needed relief to the profession.

In the same number of the "S.L.T." it was a satisfaction if I may be permitted to say so to find the Second Division of the Court in the case of Cunningham, p. 502, holding "that War Stock was Imperial and British and not English as distinct from Scots, that the bank (i.e. the Bank of England) was merely a cashier, and that the lex domicilii regulated the succession to the stock."

Now why should a cashier (I would not have dared use the expression) not be required to give effect to our plain Statute Law, which enacts that any onerous deed in any trust not in favour of a beneficiary or co-trustee shall not be challengeable if executed by a quorum of the trustees ?

Dear Sir,

D. M. G.

18th June 1924.

Surrender of Shares in Limited Companies.

The profession will, I think, be indebted to the contributor of the article in your issue of 7th inst. on this subject. I had myself, with some diffidence, given a similar opinion to the directors of a limited company some weeks ago, and I was glad to have the confirmation afforded by the article.

To complete the reference to authorities bearing on the subject may I add Lord M'Laren's opinion in Gill v. Arizona Copper Co. Ltd. (1900, 2 F. 843)? In that case the company intimated certain claims against the vendors which were not admitted, but an arrangement was come to whereby the vendors surrendered to the company the whole of the deferred shares held by them for behoof of the preferred shareholders.

In a dispute between the company and the preference shareholders it was maintained by the company that the effect of the transfer to the company was equivalent to a surrender of the shares to the company as a whole, and not for the benefit of the preferred shareholders ; and, alternatively, that if it was for the benefit of the preferred shareholders, the transaction illegal on the ground that the company could not hold its own shares. The Court held that the shares in question were held in trust for the preferred shareholders.

was

66

Lord M'Laren's opinion contains the following passage: Now, it is plain enough that a transfer of fully paid shares in a company to the company itself or its nominees does not, in fact, diminish the capital of the company available for distribution among its creditors, because, according to the hypothesis, the shares only represent a claim upon the income of the company, and the holders of the shares are not liable to be made contributories in liquidation. I therefore cannot hold that the judgments in Trevor v. Whitworth and the other cases cited have any application to the case of a transfer of fully paid shares. There may be a theoretical difficulty as to a company holding fully paid shares in its own name; and in the case of an unqualified transfer perhaps the correct view would be that the shares are extinguished, as in the case of a transfer by an insolvent

shareholder."

دو

By the last observation I take it that his Lordship means the shares are extinguished as issued shares, but not cancelled; since, as your contributor points out, the effect of surrender is merely to change an issued share into an unissued share.

I think the decision in the Arizona case and the paragraph in Lord M'Laren's judgment quite support the views of your contributor, and I agree with him that there has been some confusion in other cases between reduction of capital and reduction of issued capital. Your article, if carefully studied, will encourage practitioners to carry out schemes of the nature indicated without the expense of Court proceedings. Yours truly,

PRACTITIONER.

the sittings, along with a print of

print

the

Note. With regard to the transmission of causes for trial at these sittings, agents are referred to the Codifying Act of Sederunt, Book F, chapter i., section 5. A copy of the Lord Ordinary's interlocutor allowing the trial to proceed at the closed record and of the adjusted issue or issues, nust be handed to the Keeper of the Rolls of the Division in which the cause is to be tried, and that not later than twelve o'clock noon on Tuesday, 1st July, otherwise the cause will not be taken at the sittings.

AUTUMN CIRCUITS, 1924.

NORTH. The Right Hon. the Lord JusticeClerk and The Right Hon. Lord Murray. Perth-Tuesday, 2nd September, at 10.30. Pleading Diet Saturday, 23rd August. Service - Saturday, 16th August. Dundee-Tuesday, 23rd September, at 10.30. Pleading Diet Saturday, 13th September. Service-Saturday 6th September. Inverness-Tuesday, 30th September, at 10.30. Pleading Diet-Saturday 20th September. Service-Saturday, 13th September. Aberdeen-Tuesday, 7th October, at 10.30. Pleading Diet - Saturday, 27th September. Service-Saturday, 20th September. Alexander Maitland, Esq., AdvocateDepute; Messrs Alexander Rae and V. S. M. Marshall, Clerks.

WEST. The Hon. Lord Skerrington and The

Hon. Lord Constable. Inveraray-Thursday,

24th July, at 10.30. Pleading Diet Monday,

DECISIONS IN THE ENGLISH

COURTS.

Stirling - Tuesday, 5th August, at 10.30. Pleading Diet Saturday, 26th July. Service -Saturday, 19th July. Glasgow-Tuesday, 9th September, at 10.30. Pleading DietSaturday, 30th August. Service-Saturday, 23rd August. J. M. Hunter, Esq., AdvocateDepute; Messrs Alexander Rae and V. S. M. Marshall, Clerks.

SOUTH. The Hon. Lord Ormidale and The Hon. Lord Ashmore. Jedburgh-Thursday, 24th July, at 10.30. Pleading Diet--Monday, 14th July. Service-Monday, 7th July. Ayr -Tuesday, 19th August, at 10.30. Pleading Diet Saturday, 9th August. Service-Saturday, 2nd August. Dumfries-Tuesday, 26th August, at 10.30. Pleading Diet Saturday, 16th August. Service-Saturday, 9th August.

A. C. Black, Esq., Advocate-Depute; Messrs Alexander Rae and V. S. M. Marshall, Clerks.

British Insulated and Helsby Cables Limited.

EVIDENCE-ADMISSIBILITY-USE OF EVIDENCE IN A PREVIOUS ACTION AGAINST ANOTHER DEFENDANT TO CONTRADICT PRESENT CON

TENTION. In 1916 the plaintiffs raised an action against Duram Ltd. for infringement of patent. In that action they led evidence to prove that a filament of drawn tungsten wire could be obtained by following the directions of a specification contained in a patent belonging to them dated 1906. The case was appealed to the House of Lords, and the evidence in question

was embodied in the case lodged by the plaintiffs. In the present case the plaintiffs put forward the

contention that the 1906 patent was unworkable, and led evidence of experts, other than those

TION OF ENACTMENTS) ORDER, 1924, MADE
BY THE EXECUTIVE COUNCIL OF THE
IRISH FREE STATE.

Section 9. Every provision contained in any British Statute and relating to :

(a) the endorsement and execution in Ireland of warrants issued by justices, Courts, or judges of Courts in England, Scotland, the Channel Islands, or the Isle of Man; and

(b) the service in Ireland of writs of subpœna of Superior Courts in England or Scotland, and to the punishment in Ireland of persons disobeying the same ;

shall apply respectively to :

(I.) The endorsement and execution in

Saorstát Éireann of warrants issued by justices, Courts, or judges of Courts in England, Scotland, Northern Ireland, the Channel Islands, and the Isle of Man; and

(II.) The service in Saorstát Éireann of

writs of subpœna of Superior Courts in England, Scotland, and Northern Ireland, and to the punishment in Saorstát Éireann

of persons disobeying the same ;

And every such warrant and writ of subpœna shall, in Saorstát Éireann, have the like effect and shall be dealt with in like manner as if it had originated in Saorstát Éireann.

DUBLIN,

This 15th day of March 1924.

used in a trial by a party in proof of any fact was not admissible in proof of such fact against that party in any subsequent suit in which he was a litigant. Decision of Russell J. ([1924] 1 Ch. 203) affirmed. - Court of Appeal (Sir Ernest Pollock M.R., Atkin and Sargant L.JJ.). -7th April 1924.

HIGHWAY DAMAGE TO PREMISES ADJOINING - HORSE AND TRAP LEFT UNATTENDED—LIABILITY. The plaintiffs carried on business as drapers, occupying premises at the corner of two

were milk

streets. These premises had a large glass shop window. The defendants vendors. On 14th January 1923, about 6 a.m., a pony and milk van belonging to the defendants dashed through the shop window and injured a

large quantity of goods in the shop. The

pony was found a few minutes after the occur

rence, still attached to the van, lying on the

ground inside the premises. No servant of the defendants was in sight at the time of the occurrence, and it was averred that the pony and van had been left unattended in the street. Held (1) following dicta of Lord Blackburn

in River Wear Commissioners v. Adamson (2 App. Cas. 743 at p. 767), that the owner of horses and cattle which have done damage