count, &c. should be left at the office of Messrs. Galsworthy, should be discharged. In support of the motion, Mr. Lewis made an affidavit to the following effect :"I was informed that I was appointed one of the official managers in this matter, and that I was so appointed in consequence of my knowledge of the accounts of the company. I accepted the appointment, and called on Mr. Turquand to confer with him as to the discharge of our duties as official managers. Mr. Turquand then told me that he had appointed Messrs. Galsworthy his solicitors. I said that Mr. Lacy was my solicitor, and that I had confidence in him; that I had not the pleasure of knowing Messrs. Galsworthy, and that for that reason I could not consent to their acting as my solicitors in the matter. On being served with the notice of this motion I was asked to instruct Messrs. Galsworthy to oppose it. I declined to give them any instructions in the matter. I instructed Mr. Lacy to act for me in the matter."

By the 99th section of the act it is enacted, "that an appeal shall lie to the Lord Chancellor, upon motion, against all proceedings before the Master relating to the winding-up of the affairs of the company, and, upon the hearing of such appeal, the proceedings which shall have taken place before the Master in the matter shall be produced in court, and no further or other evidence shall, without express leave of the Court, be used in support of, or against, any such appeal, except such proceedings."

Mr. Russell and Mr. Daniel, for the motion, contended that, as it appeared that Mr. Lewis had never given his sanction to the appointment of Messrs. Galsworthy as his solicitors, the orders of the Master of the 25th and 28th of May could not be supported.

Mr. Stevens, for Mr. Lewis, took the same side.

Mr. Malins and Mr. Glasse, for Mr. Turquand, contended that, as it appeared by the proceedings before the Master that Messrs. Galsworthy were appointed solicitors of the two official managers, and as, under the 99th section of the act, no other evidence, but these proceedings, was admissible, the motion must fail. Mr. Lewis could not, in opposition to the entries in the Master's book, be heard to say that

Messrs. Galsworthy were not his soli

citors.

KNIGHT BRUCE, V.C. Mr. Lewis's present conduct may deserve censuremay deserve commendation-may deserve neither. As to this I know nothing. This, however, I may say, that, by reason of his conduct, I cannot permit Messrs. Galsworthy to be any longer recognized as the solicitors of two persons jointly, of whom Mr. Lewis is one. I cannot say that they are now Mr. Lewis's solicitors. On that ground, without intimating any opinion whether Mr. Lewis would or would not act prudently and properly in appointing Messrs. Galsworthy to be his solicitors, I must discharge whatever recognizes them as his solicitors. Of course, it must be understood that my order does not proceed upon any notion of the unfitness of Messrs. Galsworthy. My order is made consistently with the notion that they may be the fittest persons in the world. It so happens that two minds do not concur in their appointment.

The second motion before mentioned, which was made by Mr. Barber, the gentleman who presented the petition in the above matter, was then proceeded with.

In the Master's book was an entry signed by him and dated the 25th of May 1849 (the same date as the entry relating to the appointment of Messrs. Galsworthy as solicitors, and, in fact, forming a part of the same order,) in these terms-"That Mr. Barber be discharged from all further attendance before me in this matter."

Mr. Barber now moved that the order of the Master, discharging him from all further attendance before him, should be reversed.

The sections of the act having any bearing on this question are as follows:

By the 37th section it is enacted “that the Master shall, from time to time, determine what parties shall attend him in the proceedings to be had before him; and it shall be lawful for the Master, at any subsequent stage of the proceedings, to direct any other parties, being contributories, to attend him in the further prosecution of the matter; and, in particular, to appoint, and again remove, any

one or more contributories to attend and watch the proceedings, as representatives on behalf of the contributories in general, or of classes of contributories; and all parties who shall be determined to be the proper parties to attend the Master as aforesaid shall be served with notice" as therein mentioned. By the 41st section it is enacted "that if the proceedings before the Master under any order absolute, not being proceedings proper to be taken by the official manager, shall not be prosecuted by the petitioner under this act, or other the person having the prosecution thereof, with due diligence, it shall be lawful for the Master, upon the application in that behalf of any contributory, to commit to him the further prosecution thereof."

Mr. Bacon and Mr. J. H. Palmer, for the motion, contended that it was the intention of the legislature that the petitioner should be present before the Master throughout the whole of the proceedings, for the purpose of watching them and seeing that they were properly conducted; and that the Master had no authority to exclude Mr. Barber from further attendance; and that the order of the 25th of May was therefore erroneous. They relied for this construction on the 41st section.

Mr. Malins and Mr. Glasse, for Mr. Turquand, opposed the motion.

Mr. Stevens, for Mr. Lewis.

As,

KNIGHT BRUCE, V.C. said that it was and would be within the jurisdiction of the Master, if he should think fit, to discharge Mr. Barber, the petitioner, from all further attendance before him in this matter. however, this entry formed a part of the order in which Messrs. Galsworthy were appointed solicitors to the official managers, he thought that it ought to be referred. back to the Master to review his order, so far as it related to the question of the attendance of the petitioner in the matter. He added that he considered it competent to the Master to do the same thing thereafter, if he should think fit.

Before the motions were heard the following preliminary point was discussed and disposed of.

KNIGHT BRUCE, V.C. said he should inquire of Mr. Lewis whom he wished to appear as his counsel. He then put the question to Mr. Lewis.

Mr. Lewis, in reply, stated that he wished Mr. Stevens to appear as his counsel.

KNIGHT BRUCE, V.C. said that he was not aware of any case in which the client himself had been consulted as to the point. In the absence of authority on the point he should take Mr. Lewis's declaration to be conclusive. The consequence was, that he must exclude Mr. Malins and Mr. Glasse from being Mr. Lewis's counsel, and hear Mr. Stevens alone.

The usual order was made under the Joint-Stock Companies Winding-up Act, 1848, for winding up the above-mentioned

company.

Messrs. Potter & Collingridge, who had been the solicitors of the company, had in their possession divers books and papers relating to the affairs of the company, upon which they claimed a lien for sums due to them in respect of business done by them for the company.

The Master charged with the matter made an order for Messrs. Potter & Collingridge to deliver up all the books, &c. in their custody to the official manager.

The Master in fact made this order for the purpose of having the question of lien decided by the Court.

This was a motion made by Messrs. Potter & Collingridge, that the Master's order should be reversed.

Mr. T. H. Terrell, for the appeal, contended that Messrs. Potter & Collingridge had the lien which they claimed.

Mr. Cairns, for the official manager, contended that such lien did not exist, and referred to the 26th and 28th sections of the act.

KNIGHT BRUCE, V.C.-I cannot discover in this act of parliament any intention on the part of the legislature to commit so great an act of injustice as to deprive a solicitor of his lien on the papers of his client for his unpaid bill of costs. Had there been any such intention on the part of the legislature, I should have found it expressed in the act. Not finding this, and not finding that the debt alleged to be due to the solicitors is denied by the respondents to be due to them, I cannot support the order made on the solicitors. I cannot hold that anything in this act of parliament deprives the solicitors of their lien. It is only proper to say that, in making the order discharging so much of the order of the Master as is sought, I am not doing anything contrary to the Master's judgment, since he expressly made his order with a view of bringing the question before the Court; he not having given any opinion on the matter.

The executors of Daniel Chartres, being entitled, as such executors, to 50 shares in the North of England Joint Stock Banking Company, entered into a contract, on the 28th of January 1847, to sell them to Mr. Sanderson, and the shares were afterwards assigned to him.

Mr. Sanderson contested the validity of the contract and assignment of these shares to him before the Master. The Master, however, having considered the transaction complete, put Mr. Sanderson on the list of contributories without qualification.

This was a motion that Mr. Sanderson's name should be excluded from the list of contributories.

Mr. Russell, for the motion, contended, first, that Mr. Sanderson's name ought to be excluded from the list altogether, for the reasons adduced before the Master; and, secondly, that, if his name was to be put on the list, his liability ought to be limited to losses which occurred after January 1847.

Mr. Bacon and Mr. Headlam, for the official manager, contended that Mr. Sanderson's name ought to be put on the list of contributories without qualification.

KNIGHT BRUCE, V.C. (after deciding that the contract to sell was complete on the 28th of January 1847,) proceeded as follows:-The question of liability to creditors is not before me. The question before me is merely one between the partners themselves. Whatever the law may be as to creditors, I apprehend that, as between the partners themselves, this gentleman is only liable for losses from the 28th of January 1847. I think that he was rightly placed upon the list. I do not understand that this point of limited liability, was agitated before the Master. Then as to coststhose who bring the matter here ought to

By the 9th clause it is provided that, on the death of a shareholder, notice shall be given of such event at the banking-house, such notice containing the names of the representatives, and where they reside.

The 12th clause is as follows:-The person in whose name any shares shall stand in the shareholders' register shall, to all intents and purposes whatsoever, within the meaning of the deed of settlement, be deemed at law and in equity the absolute, sole, and beneficial holder and owner of such shares, and shall, as such, be the only person known to or recognized by the NEW SERIES, XVIII.-CHANC.

company in all votes, transfers, notices, payments, receipts, and other matters relating to the same shares; and the company shall in no case be bound to notice or be affected with express notice of any trust or equitable charge imposed on the shares, or with any gift thereof by way of legacy until the legatee shall have become a shareholder as therein mentioned.

The 14th clause is as follows:-Each shareholder shall be entitled to and be interested in the profits, and be subject and liable to losses of the company in proportion to his shares.

By the 27th clause it is provided, that before any executor of a deceased member shall become a member of the company in respect of the deceased's shares, he shall leave at the banking-house for inspection the probate of the will or letters of administration under which he claims.

The 28th clause is as follows:-The husband of any female shareholder, or the executor, administrator, or legatee of any deceased shareholder, or the assignee of any bankrupt or insolvent debtor possessed of shares, shall not be a member of the company in respect of such shares as shall be vested in him in any of the aforesaid capacities respectively; but such assignee of a bankrupt or insolvent debtor shall sell and dispose of such share in manner and subject to the provisions herein before expressed and contained, with respect to the sale and transfer of shares; and any such husband, executor, administrator, or legatee as aforesaid, shall be at liberty either to sell and dispose of the shares so vested in him in like manner and subject as aforesaid, or, at his option, to become a member of the company in respect of such shares, in complying with the provisions of these presents as next hereinafter expressed in that behalf.

The 29th clause is as follows:-The husband of any female shareholder, or the executor, administrator, or legatee of a deceased shareholder, who shall be desirous of becoming a member of the company in respect of the shares vested in him, in any of such capacities respectively, shall give notice in writing at the banking-house of the company in Newcastle-upon-Tyne, of such his desire, in which notice shall be expressed the name and place of abode of

2 K

the person giving the same, and the name of the shareholder in whose place or right he claims, and the number of shares in respect whereof he is desirous of becoming a member; whereupon, and upon otherwise complying with the provisions of the deed of settlement, he shall be admitted and become a member of the company in respect of such shares, and have the same transferred into his name accordingly, and shall be personally charged with the duties and liabilities incident to the ownership of the same.

The 30th clause is as follows:-The husband of any female shareholder, or the executor, administrator, or legatee of a deceased shareholder who shall not, under the provisions lastly hereinbefore contained, elect to become a member of the company in respect of the shares vested in him in any such capacity, and also the assignees of every bankrupt or insolvent debtor possessing shares, shall be entitled to receive any dividend which shall have become due on the shares so vested in him in any such capacity as aforesaid, before his title to the said shares accrued, but no dividends which shall become due on the same shares after his title shall have accrued shall be payable to or demandable by him, but shall, till some person shall have become a member of the company in respect of the said shares, remain in suspense, and shall not be paid till the transfer thereof shall be completed, and the new holder thereof shall claim the same, and every transfer shall carry with it the profits and interest and share of capital and surplus or guarantee fund in respect of the shares transferred, so as to close all the right and interest of the party or parties making such transfer in respect of such transferred shares.

The 31st clause is as follows:-In case any person in whom any shares shall, by original subscription, purchase, marriage, bequest, representation, or other mode of acquisition become vested, and who shall not have executed the deed of settlement, shall, for six calendar months after notice in writing for that purpose, neglect or refuse to execute the same, it shall be lawful for the directors to declare the shares so vested in such person so neglecting or refusing and all benefit and advantage whatsoever incident thereto to be

forfeited to the other shareholders, and the same shall be forfeited accordingly.

John Ness, being entitled to forty-eight shares in the North of England Joint-Stock Banking Company, died, having by his will appointed Mary Ann Thomas to be his sole executrix, who proved the will.

M. A. Thomas took no steps whatever with reference to the shares, and made an affidavit that the assets of the testator were under 201., and had been exhausted in the payment of his debts.

The Master included M. A. Thomas in the list of contributories, in the character of executrix, in respect of the forty-eight shares.

This was a motion by way of appeal from the Master to exclude her name from the list.

Mr. Russell and Mr. Stevens, for the motion, contended that, as the deed of settlement required various formalities to be performed before an executor could be a member of the company, and, as none of these had been performed, and as M. A. Thomas had in fact declined to have any. thing to do with the company, she was not a member of the company in the character of executrix, and therefore ought to be excluded from the list of contributories. Mr. Bacon, for the official manager, was not called upon.