until the draft so discounted should have been
accepted and paid. On the arrival of the goods
in Montreal, the Bank being desirous of realiz-
ing them, entrusted them to Parker for sale
subject to its order; and received from him a re-
ceipt in the following form: "Received from the
Merchants Bank of Canada B. L. for 1284 hams,
100 shoulders and 10 pcs bacon, and I
hereby undertake to sell the property therein
specified for account of the bank, and collect
the proceeds of the sale or sales thereof, and
deposit the same in the said bank, at Montreal,
to the credit of acceptance 2414, due July 11th,
hereby acknowledging myself to be bailee of
the said property for the said Bank. Dated at
Montreal, the 22nd May, 1877. (Signed) Henry
Parker." The draft after being discounted by
the Bank was presented to Parker for accep-
tance and by him accepted. Parker subse-
quently became insolvent, and his assignee, the
intervening party, claims that the Bank by
entrusting the goods to Parker, the real owner,
for sale under the foregoing receipt, lost all
lien upon them and all right to recover posses-
sion. We have no difficulty in disposing of this
case. The Bank got control of the goods when
they discounted the draft. Their advance was
to the drawers, Scott, York & Co., of Aylmer,
and their position could not be changed without
their consent. The agreement with Parker
under the bailee receipt did not change that
position. On the contrary, it carefully pre-
served their rights. The agreement was a law
to the parties, and perfectly binding upon
Parker. The Superior Court by its judgment
of 18th February, 1878, so held by maintaining
the attachment of the Bank, and we confirm the
judgment.

Archambault for intervener.
Tait for plaintiffs.

who worked in a quarry at St. Genevieve, ob-
tained judgment against Wilson for wages due
for his labor. The action was accompanied by
a saisie-arrêt before judgment, under which the
plaintiff caused all the stone on the place to
be seized, together with the machinery and
tools used for quarrying. The opposants came
in, claiming to be proprietors of the effects
seized, and the principal question raised in the
Court below was whether the laborers had a
lien on the effects for their wages. The Supe.
rior Court held that they had such lien.
In Review,

DORION, J., remarked that there could be no doubt the quarry belonged to the opposants, who bought it in 1876. The defendant (who had left the country) was only a sub-contractor, who did not own the quarry or the machinery. In support of the privilege claimed on behalf of the workmen, reference was made to C. C. 434, 1993, 2001 and 2006. The first three did not apply here, and art. 2006 gives servants a privilege for wages on things belonging to the debtor. This article did not meet the case. Judgment reversed.

Girouard for plaintiff.
Abbott & Co. for opposants.

SUPERIOR COURT.

Montreal, April 30, 1878. JOHNSON, J.

AYLMER V. MAHER et al.

Sale-Fraudulent Collusion-Power of Attorney—
Revocation.

JOHNSON, J. The plaintiff is General Aylmer living at Bath, in England, and brings the present action alleging himself to be the owner and proprietor of some lands in the Townships of Melbourne, Brompton and Cleveland, described as consisting of different lots and parts of lots, some with improvements and some without; and his object is to get a deed of sale of the 21st of January, 1875, cancelled and set PREVOST V. WILSON, and RODGERS et al., oppo- aside as fraudulent and made without authority.

Montreal, March 30, 1878.
MACKAY, DORION, RAINVILLE, JJ.

[From S. C. Montreal.

sants.
Wages-Tools-Privilege.

Held, that laborers working in a quarry have no

Henry Aylmer, Junior, one of the defendants, had a general power of attorney from the plaintiff, who, I believe, is his grand uncle. This power appears to have been revoked by the subsequent appointment of other attorneys in November, 1874; but it is not quite clear The plaintiff, one of a number of laborers that the revocation was known to the defend

privilege on the tools used in quarrying, nor on the stone extracted therefrom, especially when the tools and the quarry are not the property of the person who

engaged the laborers.

if the purchaser was in good faith; but in the present case, the circumstances are such as to dispel at once any idea of good faith either by the agent or the buyer. Whether the agent was formally made aware of the revocation or not, I have previously said is not made absolutely clear. From Mr. Browning's evidence it would appear at least probable that he was aware of it; but the other party to this transaction, Maher, may, I think, fairly be said not to have

ant, Aylmer. However this may be, he assumed to act under this old power, and to sell to Maher, the other defendant, by the deed now in question. The plaintiff contends that even under the first power of attorney, supposing it to have been subsisting at the date of the deed (21st January, 1875), there never was any authority conferred on the agent to sell his uncle's real estate; and further, that the terms and conditions of the bargain sufficiently reveal that both the parties to it-the present defend-known that there had been any formal revocaants-perfectly well knew that they were endeavoring for their own ends to despoil the plaintiff of his property. On behalf of Maher it is pleaded that he purchased in good faith, paying the full contract price as mentioned in the deed, and thinking that the agent had the power to sell. Aylmer, junior, the other defendant, pleads that he had authority at the time and used it in good faith, applying the price to pay the plaintiff's debts. The questions seem to be: What was the extent of the power under the first instrument, and if it was in itself sufficient, what is the evidence of the knowledge of the parties as to its revocation, and as to their right, the one of them to sell, and the other to acquire all this property, incontestibly belonging to another person, in the manner in which they did so. Looking at the first power of attorney, it is in general terms, no doubt, and a power to sell-that is, a power of some kind is given. As to the precise extent of that power, and as to whether it was ever contemplated that the greater part of the principal's estate might be disposed of at one time by the agent, even for a valid consi-| deration, paid to the vendor, is quite another question, and one which I should say ought, on the general principles applicable to such instruments, to be decided in the negative. Then, as to the revocation, and the knowledge of revocation, either by the agent, or by the other defendant, the rule of law cannot be more concisely stated than it is by Story, No. 470: "If known to the agent, as against his principal, his rights are gone; but as to third persons ignorant of the revocation, his acts bind both himself and his principal." This rule is reproduced in our own code, No. 1758, and supposing ignorance of the revocation on the part of the purchaser, might apply if the act was within the scope of the authority originally given, and

tion, and to have contracted with Aylmer, the
agent, as if the first power of attorney, whatever
authority it might have given, had been still in
force. Both parties, however, must be held to
have known what was the extent of the power
of the agent, supposing it even to have been
unrevoked; and certainly the facts, as they
come out in evidence, seem to show plainly
enough that both of them knew they were
doing wrong. Aylmer must have known that
he was not really selling, and Maher that he
was not really buying; that the whole thing
was at bottom a sham; and as far as the inter-
ests of the principal were concerned, an injury
and a fraud; that the price which was acknow-
ledged to have been paid in hand, by the terms
of the deed, was in reality no price to the
principal at all, but merely a settlement of the
agent's debt to the pretended purchaser; and
that even if the agent had had power to sell at
all, there could be no pretence of selling for
such an object without raising at once the sus-
picions of any honest man. All this is pain-
fully clear from the evidence of the parties
themselves, and it is not my intention to dilate
further on so plain a case. The reasons or
motives of the judgment will appear fully by
the record; and the result is that the deed in
question must be set aside.
question of power or no power at the time,
there certainly never was any at any time, to
sell without a price; and it is obviously no sale
at all, so far as the principal is concerned, if
the agent merely executes a form of convey-
ance to get a discharge from his own liabilities,
and with the entire knowledge of the purchaser.
Costs jointly and severally against the
defendants.

Ritchie & Borlase for plaintiff.

Apart from the

Dorion & Co., and Trenholme & Maclaren for defendants.

AGENCY.-A SUMMARY OF RECENT satisfaction. The jury found that the contract

affirmed the rule, that if a person employs another to do certain work for him as his agent with other persons, and does not choose to inquire what the amount is, he must know the ordinary amount which agents are in the habit of charging. There a shipowner, who for ten years had employed a firm to effect insurances on his ships, and from time to time had settled accounts without inquiring as to the custom, was held not to be entitled to call upon the firm for an account of deductions made to the firm, viz. : per cent, brokerage, and 10 per cent. discount for cash, payments which had been allowed by the underwriters on each transaction.

A solicitor had been originally employed by H. to take proceedings in respect of certain shares in a company of which he was a director. In consequence of those proceedings the solicitor obtained certain checks from the liquidator of the company in exchange for shares. H. had deposited the certificates with the solicitor as a security for costs, none of which had been paid, and subsequently transferred his shares, with notice of the solicitor's lien, to the plain- | tiffs. The retainer was continued, by the plaintiffs, who now claimed the checks free from any lien for charges due from H. The court held that the solicitor was entitled to a lien upon them for his costs of all proceedings against the company in respect of the shares The General Share Trust Company v. Chapman, 1 C. P. Div., 771.

such a contract is one that the courts would enforce. It is probable, too, that the contract alleged by the plaintiff did not satisfy the Statute of Frauds. A question of some novelty was raised in Hingston v. Wendt, 1 Q. B. Div., 367, which was decided in 1876, viz: whether a ship captain and his agent, who made an extraordinary expenditure for the purpose of saving a cargo, and which did save the cargo, had a right to detain the whole of the cargo, if it belonged to one owner, till the whole was paid or secured; or, if the cargo belonged to several owners, to detain each part of the goods so saved till the contribution in respect of that part was paid or secured. The court answered this question in the affirmative, although the charges were incurred without express authority from the owner.

An indorsement of a check, per procuration, or as agent, is an endorsement purporting to be by the payee within 16 & 17 Vict., c. 59, s. 19, so as to protect the banker paying it, though the person making the endorsement has no authority to endorse: Charles v. Blackwell, 2 C. P. Div., 151 ; 46 L. J., 368, C. P.

The agent of a foreign government is not liable as such to any action, nor will a plaintiff be allowed to sue a foreign government indirectly by making its agents in this country defendants, and alleging that they have money of the government which they ought to apply in satisfaction of the plaintiff's claim: Twycross v. Dreyfus, 5 Ch. Div., 605; 46 L. J., 510, Ch.; 36 L. T. Rep., N. S., 752.

Where a solicitor employed by the trustee for sale of an estate, his duty being to receive the purchase moneys and pay them into the trustee's banking account, received large sums and died insolvent, having paid such sums into his private account, and his banking account at his death showed a large credit, principally made up of specific sums which corresponded with receipts by him on account of sales of the trust estate, the Court of Appeal held that those specific sums would be followed by the trustee, and there could not be a set-off alleged in respect of sums alleged to have been paid such solicitor on account of the trust estate.

Articles of association state the arrangement between the members; they are an agreement inter socios, and do not constitute a contract between the company and third parties. Hence, when articles contained a clause in which it was stated that the plaintiff should be solicitor to the company, and should transact all the legal business of the company, and should not be removed from his office except for misconduct, it was held that the plaintiff could not bring an action against the company for breach of contract in not employing him as solicitor: Eley v. The Positive &c. Assurance Company, 1 Ex. Div., 20, 88. In the Court of Appeal, Lord Cairns reserved his judgment as to whether such a clause is obnoxious to the The promoters of a company, who make principles by which the court are governed in representations in a prospectus, and invite the deciding on questions of public policy, but confidence of the persons to whom it is addressobserved that it was a grave question whethered, contract fiduciary relations with such per

sons, and if they have bargained to retain part of the money subscribed, they must disclose that fact: Bagnell v. Carleton, 36 L. T. Rep., N.S., 653; 6 Ch. Div., 371.

The company had assets. Held, that under §
158 of the Act, providing that "all claims against
the company, present or future, certain or con-
tingent,
shall be admissible to proof,”
the plaintiff was entitled to have set apart and
invested in consols such a sum as, with consols
at their present price, would be sufficient, with
semi-annual rests at three per cent., to yield the
amount of the rent.-Oppenheimer v. British &
Foreign Exchange & Investment Bank, 6 Ch.
D. 774.

An auctioneer holding the deposit on a purchase may be made a defendant in an action for specific performance; but, as a general rule, the proper practice is not to make him a defendant when the deposit is of small amount, unless he refuses to pay it into court when required. Where the deposit is of large amount, he may be made a defendant, unless he has paid it into court before action brought: Earl of Egmont v. Smith, 6 Ch. Div., 469. A solicitor is entitled to retain, as his own property, letters addressed to him by his client, and copies contained in his letter book of his own letters to the client Re Wheatcroft, 6 Ch. Div., 97. A purchase may be protected under 6 Geo. 4, c. 94, s. 4, although money does not actually pass. The action ap-required that shares allotted shall be fully paid plies equally where the goods are transferred in consideration of an antecedent debt: Thackerah v. Fergusson; 25 W. R., 307.

Where a drainage board had delegated its powers to a committee under the Land Drainage Act, 1861, schedule 2, r. 6, that committee cannot delegate its powers to one of the members.

DIGEST OF ENGLISH DECISIONS.

[Continued from p. 228.]

3. Holders of debentures in a joint-stock company, which debentures pass from hand to hand by delivery, must produce them at or before a meeting called to vote upon a reconstruction scheme, in order to be entitled to vote at such meeting.-In re Wedgewood Coal & Iron Co., 6 Ch. D. 627.

4. By the Companies Act, 1867, § 25, it is

for in cash. P. & G., newspaper proprietors, contracted with an insurance company to print a series of advertisements for the company, in consideration of one hundred fully paid up shares. The shares were allotted to them, and the advertising subsequently done according to the contract. On the winding up of the Company, held, that P. & G. must be put on the list of contributories, the shares not having been paid for in cash within the sense of the Act.— In re Church and Empire Fire Ins. Co. Pagin

Common Carrier.-See Railway; Stoppage in & Gill's Case, 6 Ch. D. 681.

Transitu.

Company.-1. The articles of a limited company provided that each member should have one vote for every ten shares, but should not have more than 100 in all, and that no member should vote except on shares which he had possessed three months. Held, that the vote of a shareholder whose name had been on the register three months should not be rejected on the ground that the shares represented by him were transferred to him by other large shareholders, for the purpose of increasing their own influence at the meeting, and that a shareholder was entitled to an injunction to restrain the directors from acting, on the ground that such vote was void.-Pender v. Lushington, 6 Ch. D. 70.

2. A company, organized under the Companies Act, 1862, obtained a lease from the plaintiff, and afterwards proceeded to wind up.

5. 30 & 31 Vict. c. 131, § 38, provides that "every prospectus of a company shall specify the dates and the names of the parties to any contract entered into by the company or the promoters, directors, or trustees thereof, before the issue of such prospectus, whether subject to adoption by the directors of the company or otherwise; and any prospectus

not specifying the same shall be deemed fraudulent on the part of the founders, directors, and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract." The plaintiff took shares in the L. S. T. Co., in the prospectus of which the defendants, promoters of the company, had failed to insert two contracts, one between the defendants as promoters and the Duke de Saldanha, concerning the purchase of some con