V.C. K.] Re THE NORTHUMBERLAND, &c. BANKING COMPANY, ex parte LUARD. [V.C. K. any damages the party aggrieved may have sustained, or prejudice the liability of such company to have and if the company makes default or is guilty of un-enforced against it, or its right to enforce, any debt or necessary delay in registering any transfer of shares, obligation incurred, or any contract entered into by, they shall be responsible to any person injured by such to, with, or on account of such company previously to default or delay for the amount of damage he may such registration; and all such debts, obligations and thereby have sustained. contracts shall be binding on the company when so registered, and the other parties thereto, to the same 61. In the event of any company being wound-up by the court, or voluntarily, the existing share-extent as if such registration had not taken place. holders shall be liable to contribute to the assets of the company to an amount sufficient to pay the debts of the company, and the costs, charges and expenses of winding-up the same, with this qualification, that if the company is limited, no contribution shall be required from any shareholder exceeding the amount, if any, unpaid on the shares held by him. 65. Any existing or former shareholder upon whom calls are authorised to be made by the third part of this Act, is hereinafter called "a contributory," and the representatives of any deceased contributory shall be liable, in due course of administration, to the same extent as such contributory would be liable under the third part of this Act, if alive. 82. The court may at any time after making an order or decree for winding-up a company, and before it has ascertained the sufficiency of the assets of the company, or the debts in respect of which the several classes of contributories are liable, make calls on all or any of the contributories to the extent of their liability for payment of all or any sums it deems necessary to satisfy the debts of the company and the costs of winding it up, and it may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same. 86. As soon as the creditors are satisfied, the court shall proceed to adjust the rights of the contributories amongst themselves, and to distribute any surplus that may remain amongst the parties entitled thereto; and for the purposes of such adjustment it may make calls on the contributories to the extent of their liability, for payment of such sums as it deems necessary, and it may, in making a call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same. 108. The following Acts-that is to say, (1) An Act passed in the eleventh year of the reign of her present Majesty, chapter 45, and intituled, "An Act to amend the Acts for facilitating the winding-up of the affairs of joint-stock companies unable to meet their pecuniary engagements, and also to facilitate the dissolution and winding-up of joint-stock companies and other partnerships; " (2) An Act passed in the thirteenth year of the reign of her present Majesty, chapter 108, intituled, "An Act to amend the JointStock Companies Winding-up Act 1848;" (3) An Act passed in the eighth year of the reign of her present Majesty, chapter 111, intituled, "An Act for facilitating the winding-up the affairs of joint-stock companies unable to meet their pecuniary engagements;" (4) An Act passed in the seventh year of the reign of her present Majesty, chapter 78, and intituled, "An Act for facilitating the winding-up the affairs of joint-stock companies in Ireland unable to meet their pecuniary engagements"-shall not apply to companies registered under this Act, nor to companies registered under the said Act of the eighth year of the reign of her present Majesty, chapter 110, from and after the date at which they have obtained registration under this Act as hereinafter mentioned. Sect. 9. Every person who, at or previously to the date of the registration under this Act of any banking company hereby required or authorised to be registered, may have held shares in such company, shall, in the event of the same being wound-up by the court, or voluntarily, be liable to contribute to the assets of the company the same amount that he would if this Act had not been passed have been liable to pay to the company, or for or on account of any debt of the company in pursuance of any action, suit, judgment or other legal proceeding that might, if this Act had not been passed, have been instituted or enforced against himself or the company. The above-named company was now in the course of being wound-up, and the question was, whether, under the provisions of the above-stated sections of the Joint-Stock Companies Act 1856, and of the Joint Banking Companies Act 1857, and under the circumstances of the case, both Mr. and Mrs. Luard were liable to be put on the list of contributories to the company with respect to the 365 shares aforesaid? or whether, if Mrs. Luard alone was to be retained on the list, her separate estate was liable to contribute to the winding-up of the company? 3 G. M. Giffard, Q.C. (Field with him) appeared for the official liquidators of the company, and cited Angas's case, 1 De G. & Sm. 560; Burlington's case, Ib. 18; Re The Royal British Bank, 29 L. T. Rep. 322.) Glasse, Q.C., Freeling and Roxburgh, for Mr. and The VICE-CHANCELLOR.-It has been very often remarked that the form and condition of Acts of Parliament are the opprobium of the present day, and I am sure that the observation applies to these Acts which relate to joint-stock companies more than to any other Acts of Parliament. At the same time I must endeavour to the best of my ability to construe these Acts as I find them. I cannot attempt the function of making a law because I think it will be reasonable and right and proper to make that law; and in construing the words, I shall construe them according to their natural interpretation, unless I find from the whole context that it is impossible to show that that was the sense to be attributed to them. Now the question raised is, whether Mr. and Mrs. Luard ought to be put on the list of contributories to this banking company, being a banking company registered under and subsequently to the passing of the Act of 1856, although it existed before the passing of that Act. It is not disputed on the part of Mr. and Mrs. Luard, or either of them, that Mrs. Luard ought to be put on the list. That is not in controversy, and therefore I do not enter into any consideration of that question; the only question that I have to consider is, whether Mr. Luard, the husband, is to be put on the list of contributories? I should first mention the facts of the And by the Joint-Banking Companies Act 1857, ss. 8 case, which are very simple. It is not disputed but and 9, it was enacted as follows:-Sect. 8. The regis- that previously to and up to the time when Mrs. Luard, tration under this Act of any banking company existing who before her marriage was Mrs. Bigge, a widow, at the time of the passing of this Act, and hereby re- that at and previously to the time of her marriage with quired or authorised to be registered, shall not affect | Mr. Luard, she was the holder of a certain number of Re THE NORTHUMBERLAND, &c. BANKING COMPANY, ex parte LUARD. [V.C. K. V.C. K.] shares in this company, and that she was op the list or register (whatever it may be called) of the company, and that those shares were entered in her name of Lewis Marianne Biggs. In contemplation of the marriage with Mr. Luard a settlement was executed, by which she purported to assign to trustees these shares, and I believe other property belonging to herself not now in question; but at all events she purported to assign these shares upon certain trusts, the first trust being, as I understand, to hold these shares in trust for the separate use of Mrs. Bigge during her life, and after her death upon certain trusts for the benefit of her children by her first husband. It is not in controversy that of that settlement no formal or regular notice was given to the banking company, with a view to the bank making such entries as the ex-riage undertakes and becomes subject to the debts, the igencies of the case might require, and no steps were taken with a view to effect what is called a transfer of those shares to the trustees. It now turns out that the trustees repudiated the trust. They say they never accepted the trust, never acted, and never meant to act; and I think I understood there was some application made to put them on the register of shareholders, and it failed. They had nothing to do with it. I need not say, so far as relates to any question between Mr. and Mrs. Luard, that if the legal interest devolved on Mr. Luard jure mariti, of course he would be a trustee for her separate use. The failure of a trustee does not produce a failure of the trust. The intention was, that she should continue to have the entire and exclusive benefit, during her life, at all events of these shares; but the intention seems to have been, that the shares should be transferred into the names of the trustees; that, however, was never done, and no attempt was ever made to bring that about. Then it appears that to some extent the bank must have had notice at all events of the marriage; and I think I may assume that that order which was signed by Mrs. Luard after her marriage, directing the dividends on these shares to be carried to the account of Capt. Luard, was signed by her in her new name of Luard. I think that that is a strong probability, and in the absence of positive evidence to the contrary I should infer it; at all events the fact of the marriage was known to a gentleman of the name of Bigge, who was a brother to the deceased husband of Mrs. Bigge, and he, I think, if he was not a managing director, was a very leading man at the bank; at all events he knew of the marriage, and he also knew the fact that there was some settlement or other, or that it was intended to have a settlement. An application seems to have been made to him to know what where the numbers of these shares, with a view to some settlement or arrangement upon the occasion of the marriage; but still there was not any formal or regular notification even of the fact of the marriage certainly not of the fact of any settlement, and certainly not of the details of the trusts of the settlement. At all events no transfer, or steps towards a transfer, were taken, with a view to remove these shares from the name of Mrs. Bigge, in whose name they stood, into the names of the trustees or any other persons. Those are the facts of the case. Now, if you look at it upon those facts merely in the view of what may be called natural justice, why one would "Here is a gentleman who marries a lady who has got these shares; by the marriage-settlement he is not to have any benefit from the shares, or to have anything to do with them. Natural justice would say that he ought not to be liable for the shares. It is agreed that he is never to touch them, never to interfere with them; they are to belong exclusively to his wife as if she were a feme sole, and therefore in that view you would say the husband ought not to be pnt upon the list of contributories or made liable at all." But I think there would be considerable ground for I say: VOL. XXXV.-No. 874, O.S.-No. 8, N.S. the opposite argument, if it turned on the construction 45. V.C. K.] Re THE NORTHUMBERLAND, &C. BANKING COMPANY, ex parte LUARD. [V.C. K. ing Acts, that is to say " (then it mentions specifically the Acts of 1847 and 1848, and some others which I need not mention), "shall not apply to companies registered under this Act." Therefore the intention of the Legislature is, "We do not like that old system; we mean to have a new one; we will reject that old system with regard to new companies, but it may continue for companies that are not registered under this Act, for we are establishing a new principle." And no doubt they were so in many respects; they were now in this Act of 1856 introducing the element of a provision for the benefit of creditors which had been entirely excluded by the Act of 1848. Therefore they say," We will not only make great alterations in that respect, but we will take care that we shall not have the Act of 1848, or the this lady, the liability was on her, and therefore it may be contended that that liability, notwithstanding the settlement, devolved on the husband, and that then the husband becaine liable; in accordance with the decisions under the Act of 1848. So far there would be a good deal of ground for the argument that the husband was liable notwithstanding the settlement. Then, on the other hand, it was said, "Yes-but, in point of fact, this company have done acts which go to recognise the nonliability of the husband, because they allowed Mrs. Luard, after the marriage, to treat herself as being the person entitled to these shares, and to give an order which they acted on, directing to whom-that is, to whose account-they should pay the dividends. And therefore there would be an argument even under the Act of 1848 for saying that the hus-principle of that Act, or the decisions under that Act, band ought not to be put on the list." Well, but it in any way applicable to proceedings under this Act of is not necessary for me to say what ought to be the 1856." Well, then, what do they substitute? What decision, if the matter turned upon the Act of 1848, is to be the test of a contributory? What do they say and the cases which have been decided on that Act; shall be the mode in which the court, when called upon because it appears to me that that Act, and the Act of to determine whether Mr. A. or Mr. B. is to be on the 1856, and the two Acts subsequently of 1857, one of list of contributories, is to shape its decision? First of which introduces banking companies subject to the pro- all, the first section applicable to the case is, I think, visions of the Act of 1856, both as to registration and the 19th section, "No notice of any trust, express or as to winding-up, are not in terms identical. Well, implied, or constructive, shall be entered on the regisif the language of the Act of 1856 was the same as, ter (and when I mention the word register, it means a or at all analogous, to the language of the Act of 1848, register which is to be a list returned under particular then, indeed, decisions on the language of the Act of directions, and in a particular prescribed mode, to a 1848 might be applicable to the language of the Act certain public officer for the purpose of being made a of 1856. But what we find is this; there had been public record, a document to which the public may have this Winding-up Act of 1848, the 11 & 12 Vict. c. access). No notice of any trust, express or implied, or That Act defined the word "contributory" in constructive, shall be entered on the register, or rethis way: "The word 'contributory' shall include ceivable by the company, and every person" (now this every member of a company "-(there is another defi- is the important part) "who has accepted any share nition of the word "member," which I need not refer in a company registered under this Act, and whose to at this moment)—" and also every other person liable name is entered on the register of shareholders to contribute to the payment of any of the debts, lia- and no other person (then there is an exception menbilities or losses thereof, whether as heir, devisee, ex- tioned) shall for the purposes of this Act be deemed ecutor or administrator of a deceased member, or as a to be a shareholder." So that now we have at all former member of the same, or as heir, devisee, ex- events got a clear unquestionable and intelligible deecutor or administrator of a former member of the finition of the word " shareholder." A shareholder same deceased, or otherwise howsoever." So that a must be a person who has in the first place accepted contributory, that is a person who is liable to contri- shares in a company registered under this Act; and in bute under the winding-up Acts, liable to be put on the the second place he must be a person whose name is list of contributories, is any person who in any manner entered on the register of shareholders. But now let whatever is liable to contribute to the debts of the us see how this register of shareholders is to be made company. That seems to me to be a very reasonable out, and under what regulations. Those regulations provision. It is consonant with natural justice that are contained in the 17th and 18th sections; and this every person who is liable to contribute to the debts is the direction, "once at least "-so that it may should contribute to the debts; that is, be a contri-be not only once, but half-a-dozen times in every year butory; that is, be put on the list and be made liable" once at least in every year a list shall be made of by way of call. That seems to me a very reason- all persons who, on the fourteenth day succeeding the able proposition. There are some difficulties when you day on which the ordinary general meeting of the come to see who is a member, but as to this defini- company, or if there is more than one ordinary meettion of the word "contributory," when it says that ing in each year, the first of such ordinary general meetevery person shall be embraced who is liable to contri-ings is held, are holders of shares in the company;" so bute to the debts, there is a principle which seems to be that, supposing the first general meeting takes place very reasonable, rational and intelligible, and there have on the 10th Jan. the company are to make out a list been many decisions upon that and other portions of of all the persons who, on the 24th Jan., were holders the language of that Act, which, if the matter turned of shares in the company, and such list shall state the upon that Act, or on the same language in a sub- names, addresses and occupations of all the persons sequent Act, would be of great value and of very great therein mentioned, and the number of shares held by assistance in deciding this case. But is that so? each of them, and shall contain a summary specifying What do we find? We find that the Legislature in the following particulars. Then it mentions other 1856 says in effect this: "Of course we know of the Act matters, not necessary to be referred to; and then it of 1848, we know what the language is that is used in goes on "such list and summary shall be completed that Act, we know what decisions there have been, within seven days after such fourteenth day as is mensome one way and some another, hundreds of decisions tioned in this section, and a copy thereof, authenticated on various portions of that Act, we know all that, and by the seal of the company, shall forthwith be forinstead of adopting that language or that principle warded to the registrar, and any person may inspect upon which we are to ascertain who is to be a con- and take copies of the same, subject to the regulations tributory, we will enact expressly (in order that there under which a person is hereinafter declared to be enmay be no doubt upon the subject), that the Act of titled to inspect and take copies of any documents kept 1848 shall not be applicable to the case of any com- by the registrar." Now, supposing that the first general pany that is registered under this Act. This is, in effect, meeting, or the only general meeting, takes place upon the The language of the 108th section, which says "the follow- 10th Jan.,within twenty-one days, that is, within fourteen [V.C. K. 66 V.C. K.] Re THE NORTHUMBERLAND, &c. Banking ComPANY, ex parte LUARD. and seven days, after that day there must be a list made of the word contributory." It does not adopt the -out of all persons, who, on the fourteenth day after that, language of the Act of 1848; but it adopts this that is on the 24th Jan.. held shares in that company. language: "Any existing or former shareholder upon That list must be made out within the next seven days whom calls are authorised to be made by the third part after the fourteenth day, that is on or before the 31st, of this Act is hereinafter called a contributory, and and yet the Act says it must be done once at least in the representatives of any deceased contributory shall every year, that is it may be done half-a-dozen times be liable in a due course of administration to the in the year, but it must also be done within that week. same extent as such contributory would be liable That is the only opportunity which the company have under the third part of this Act, if alive." Thereof making any rectification: they cannot in the course of fore the material part of that section is, any that same year, when the seven days after the fourteen existing or former shareholder upon whom calls have once expired. say, "Oh, we have made a mistake, we are authorised to be made by the third part of have made out a list in which we have left out A. B., this Act is hereinafter called a contributory." Now, we will send you a corrected list." No, the Act says, the first question that arises there is this: Any that list must be made out within seven days after the existing or former shareholder upon whom "-Does expiration of the fourteen days next after the first that mean any existing shareholder upon whom, or any general meeting of the company in the year. Well, then former shareholder upon whom? Or does it mean any the 19th section says that nobody is to be treated as a existing shareholder, and any former shareholder? shareholder who has not accepted shares, and whose According to the language it would be any existing name is not upon that register. That is clear; that is shareholder upon whom calls are authorised to be made, beyond all controversy. Well, but then, it may occur and any former shareholder. That would be the that mistakes may happen; a person may be put upon natural effect of the language. At the same time, I the register who really ought not to be there, or a per- cannot help seeing that what was meant was, that any son may be omitted to be put on the register who ought existing shareholder at all events should be liable. to be there. Well then the 25th section is framed to But if he is a former shareholder, then he must be a meet that case; but it gives no power to the company former shareholder upon whom, by some portion of to rectify. It does not give the company any power to this Act, calls are authorised to be made. That seems apply for a rectification of the register. They are to be the probable intention; but that is not material bound by what is done, and they cannot say it is to my mind. What is most material is this: when we wrong, but any person aggrieved, that is any person find these words, "any existing or former shareholder who thinks he ought to be on, or who thinks he upon whom calls are authorised to be made by the ought to be off the list, or any shareholder, that third part of this Act, is hereinafter called a contriis any person who is already on, may complain of butory," of course we expect to find in the third part the register as to its being inaccurate, as to any of the Act-or, at all events, in some portion of the individual, and have it rectified by the court; but, Act-some section or sections specifying upon what be it observed, the company cannot do it. What shareholders calls are to be made; that is, is the policy of all that? It is not for me to say authorising calls to be made upon some persons, whether it was wise or turwise. The policy was to be either being present shareholders, or having been this; that the company shall return the register within former shareholders we should expect to find a certain time, to be fixed from the time at which the that. I dare say, when the gentlemen who framed irst general meeting takes place; within a certain time this Act sent it out, there were very proper clauses after that they shall return the register, and they are containing all those provisions that were necessary; bound by that: but the Legislature said, "We but they have all disappeared, if there ever were any, will not bind individuals by that "-and very and there is not one single section, either in this third justly; because you could not bind an individual part, which is specifically referred to, or in any part of by an act of a company to which that individual this Act, which says one single word about calls being a party. and it would not bind any authorised to be made on any persons as shareholders. person whom they might choose to put upon the list, But we have this in the 82nd section, which, I think, hot only with respect to himself being put on, but with hardly required a solemn enunciation: "The court respect to any other person not being put on, or being may, at any time after making an order or decree for improperly omitted. Therefore, the policy was to winding-up the company, and before it has ascertained enable a person who thinks he ought to be on, or the sufficiency of the assets of the company or the ought to be off the list or to enable any person who debts in respect of which the several classes of conis already on, and thinks he ought to be off the list, to tributories are liable, make calls on all or any of have the register rectified. Then, having got the defi- the contributories." Now what does that mean? nition of a "shareholder "—a totally different definition It, of course, means the contributories, or the from anything contained in the Act of 1848-persons who have been fixed on the list of contribuWe coine to the 61st section, which is the tories under the Winding-up Act; and the only purnext that has any bearing upon the question. pose of this section is, that you shall not be obliged to "In the event of any company being wound-up by wait until you know the whole aggregate of liability the court or voluntarily, the existing shareholders shall which all the shareholders have to pay; but you may be liable to contribute to the assets of the company make a call although that has not been finally or deto an amount sufficient to pay the debts of the com-finitely ascertained; but that does not help us at all as pany, and the costs, charges and expenses of winding- to any authority for making calls on persons as shareup the same; with this qualification, that if the com-holders. Then we have the 86th section-the only other pany is limited, no contribution shall be required from any shareholder exceeding the amount (if any) unpaid on the shares held by him." Well, that is almost enunciating what is a matter of course, that every shareholder-that is, every existing shareholder-is, in the event of winding-up, liable to contribute to the assets. Then we come to the 65th section, which is a very material section, and certainly a very strange one, considering what we find-or rather what we cannot find-besides, in this Act of Parliament. This section apparently was intended to define the meaning was not section which mentions the making of calls at all-which is, that where the debts have all been paid and the only duty the court will have to do under the windingup is to administer the equities between the contributories, the court may make calls-upon whom? the contributories, still using the same language—that is, the persons settled on the list. You may make calls, not for the purpose of paying debts merely; but, supposing there are no debts, for the purpose of equalising the contributions, and making all the contributories bear the debts according to the amount of their liabilities. We V.C. K.] THOMAS . THOMAS. [ROLLS. have got then that which purports to be a definition, and | Act. As I have said, the 49th chapter of the Act of is the only definition, if there be one at all, in this Act, 1857 provides, in the 2nd section, that the Joint-Stock of who is to be a contributory; and that is contained Companies Acts 1856-57 shall be deemed to be incorin the language I have already read; and which I shall porated with and form part of this Act. Now, the read once more because it is so short. Any existing or only sections of this Act cited which have any appearformer shareholder "upon whom calls are authorised ance of bearing on this subject are the 8th and 9th to be made by the third part of this Act is hereinafter sections. This Act provides that not only future bankcalled a contributory." Now I cannot help saying-ing companies may be formed under that Act, or the putting aside and looking over all the difficulties Act of 1856; but that existing banking companies arising from there being no part of the Act which may register themselves under the Acts of 1856 and tells us when calls are to be made upon shareholders—| 1857. And the object was this—a banking company putting that aside, I find in this Act, not indeed an was not by that registration to escape any liability express stipulation that a contributory shall be con- under which it was labouring at the time when it was fined to shareholders-but nothing whatsoever to lead so registered; nor, on the other hand, was such banking to the supposition that any person but a present or a company by such registration to lose any benefit to former shareholder is to be a contributory. There is which it might be entitled, by any claim or demand not a word to lead to the suggestion that any- against any other person; and therefore this Act adds by body is to be a contributory, except a person who the 8th section, "the registration under this Act of any is either an existing shareholder at the time of banking companies existing at the time of the passing that winding-up, or who has been formerly a of this Act, and hereby authorised to be registered, shareholder-not a word. And then the language is, shall not affect or prejudice the liability of such comAny existing or former shareholder shall be a con-pany to have enforced against it, or its right to enforce, tributory," or rather "is hereinafter called a contri- any debt or obligation incurred, or any contract entered butory.' Then when I find afterwards a section which into by, to, with, or on account of such company presays that calls may be made on contributories, I can-viously to such registration; and all such debts, oblinot help saying the only conclusion that I can arrive gations and contracts shall be binding on the company at is this-that either it is enacted that shareholders, when so registered, and the other parties thereto, to the present or former, are the only contributories; or that same extent as if such registration had not taken at all events there is nothing to lead me to the conclu- place." And it was argued with a good deal of force, sion that any one else is to be a contributory. Now I certainly with an appearance of plausibility, that if cannot resort to the language of the Act of 1848; under the old Act of 1848-that is, if under the for I cannot say, "it is a very just principle law existing at the time when this Act passedwhich was contained in the Act of 1848, that every- there should be a liability of Mr. Luard to this body, whether he is a shareholder or not, if he is liable company, the registration of this company does not in to contribute to the debts, shall be a contributory." any way do away with that liability, and that liability The Act tells me you shall not resort to that sort of still remains; and then it was said, that liability would reasoning, because there is that special clause which be the obligations and liabilities of the wife, that the says that that Act shall not be applicable to the case of wife was liable, and therefore that the husband was. any company wound-up under the Act of 1856. Well, Then comes the 9th section. [His Honour read the section.] then, what am I to do? I must come to the conclusion Now it appears to me that that section does not touch that the policy of this Act—and, as I have said, I have this case of Mr. Luard, because it only applies to thenothing to do with the wisdom of it-that the policy of case of a person who at the time of the registration this Act was to make the register of shareholders con- held shares in the company. If Mr. Luard was clusive (subject to the power of rectification given by liable for shares, he clearly did not hold shares at the the 25th section) as to who are shareholders; and then time. He was not a shareholder, clearly, within the to say that shareholders-persons who have appeared, definition of the Act of 1856; and he could not be or do still appear, upon the register-are the persons said to have held shares in any sense. Whether liablewho are to be contributories, and the only point that or not is not the question. He did not hold the shares, really remains is, does either of the two subsequent Acts, and therefore the 9th section does not apply. That is those two Acts of 1857, in any way affect the ques- the only section that has any appearance of a bearing tion? Now each of those two Acts is expressly declared on the subject. Now the 8th section is to be consito have incorporated with it the prior Acts; that is, the dered as a part of the three Acts which are incorpoAct of 1856 is incorporated in the first Act of 1857-rated together, and which are to be read together; one that is to say, c. 14-and both the Acts of 1856 and 1857 are incorporated in the second Act of 1857 -that is, they are all one Act. I need not advert to the preliminary section of each of those subsequent Acts. Well, in this Act of 1857-that is, the first of them, c. 14-there is nothing whatever, as it appears to me, which touches this question. We have nothing in that to assist us in arriving at the conclusion better than we have in the Act of 1856 itself, of who are to be, in respect of the companies wound-up, contributories-that is, who are to be put on the list of contributories in winding-up. But the Act of 1857, c. 49, was an Act the object of which was to do this: all the prior Acts-I mean all the Registration Acts; I do not mean all the winding-up Acts, but all the Registration Acts-excluded banking companies. I think they excluded insurance companies, and I think banking companies were excluded from regulations as to registrations and incorporations till we come to the Reported by GEORGE WHITELEY, Esq., of the Middle Temple, 49th chapter of the 20 & 21 Vict. in the year 1857. And the purpose of this Act was to bring anking companies within the operation of the Bank of which, the main Act, contains stipulations as to regulations which this court has to observe, and others which it is excluded from observing in deciding, who is to be put on the list. It appears to me that the 8th section cannot have the interpretation put upon it contended for consistently with the regulation for saying who are to be put on the list of contributories, provided by the Act of 1856. I think, therefore-according to the rules which I consider myself bound by, and without regarding any other rules, or without entering into the question of what would be the effect of other rules, which I am expressly excluded by the Act from looking at-I think that Mr. Luard ought not to be put on the list. There being no question as to Mrs. Luard, she will be put on as to her separate estate. ROLLS COURT. Barrister-at-Law. Nov. 15, 16, and Dec. 5. - Act of 1856, the prior Act of 1857, and of this| Will-Construction—Gift of all the stock to which the |