CAUTIONER-Continued.

vent or not, the pursuers were not bound to bear the whole risk of
their insolvency, and therefore that the defender was liable in relief to
the extent of one-third of the sum paid by the pursuers. Buchanan v.
Main, Nov. 30, 1900, p. 215.

See Bill of Exchange, 2.

CHARITABLE AND EDUCATIONAL BEQUESTS AND TRUSTS. "Cottage Hospital"
-Application for a scheme by trustees who have full discretion-
Competency.

A testator directed his trustees to apply the residue of his estate "in the
establishment of a cottage hospital for the parish of M." The trustees
having presented a petition for the settlement of a scheme for the
equipment of a small hospital for the surgical and medical treatment
of persons suffering from injuries and non-infectious diseases, answers
were lodged by the Magistrates of the burgh of M. and by the Parish
Council of the parish of M. objecting to the scheme on the ground that
the existence of a large hospital in a town adjacent to the parish of M.
rendered the existence of a small hospital inexpedient and unnecessary,
and suggesting the establishment of either (1) a cottage hospital for
infectious diseases or (2) a home or almshouse. The Court, being of
opinion that the institution of the cottage hospital proposed by the
trustees was within their powers, repelled the answers. Gerard Trustees
v. Magistrates of Monifieth, May 28, 1901, p. 800.

COMPANY. Sale of Shares-Right of Pre-emption under Articles of Associ-
ation by Company and other Shareholders-Right of Shareholder to
withdraw offer to sell to Company.

1. Article 4 of the articles of association of a company provided that "If
any holder of Ordinary B shares wishes to sell his B shares, he shall,
before doing so or transferring them to any party, offer them to the
company in writing, specifying the price which he is willing to accept
for said B shares, and the directors shall either take said shares on
behalf of the company at such price, or intimate said offer to the other
Ordinary B shareholders, who may lodge sealed offers with the com-
pany specifying the sum or price which they are willing to pay for
such shares, and which offers shall be opened at a meeting of the
directors to be held within fourteen days after the directors shall have
given the aforesaid notice to the other shareholders, and the highest
offer shall be accepted by the seller provided it is equal to or above
the sum specified in his letter." Where a holder of certain B shares
offered them to the company under article 4 at a certain price and
afterwards withdrew his offer before the company had either intimated
its acceptance to the shareholder or intimated to the other B share-
holders that the offer had been made, held that the offer had been
validly withdrawn. J. M. Smith, Limited, v. Colquhoun's Trustee,
June 21, 1901, p. 981.

Winding-up-Contributory-Shares allotted as fully paid up-Surplus
Assets-Rights of contributories inter se-Companies Act, 1862, secs.
38 and 133.

2. By minute of agreement between seven persons and an eighth person
on behalf of a company intended to be formed and to be called the
Syndicate, Limited, it was agreed that the Syndicate, Limited, should
be formed and registered under the Companies Acts, for the purpose
of promoting a second working company. The capital of the Syndicate,
Limited, was to be 3000 shares of £1 each, of which 2401 were to be

COMPANY-Continued.

allotted among the seven persons in specified proportions on payment
of 10s. per share, and "subject to such calls as may be resolved upon
at general meetings of the syndicate," and the remaining 599 shares
were to be issued to S., one of the seven persons, as fully paid-up, "in
consideration of his services in initiating and developing the scheme.”
The shares were not to be transferable, and each member was to have
one vote, however many shares he might have. When the second
working company was formed, each member of the syndicate was to
receive five fully paid-up shares in the new company for "every £1
share in the syndicate held by him, whether fully or partially paid-up."
The Syndicate, Limited, was formed and registered, and thereafter
adopted the foregoing agreement. The attempt to form the second
working company having proved abortive, the Syndicate, Limited,
went into voluntary liquidation. After all the debts and expenses had
been paid in the liquidation (no further call having been necessary for
these purposes), S. petitioned the Court for an order on the liquidator
to call up 10s. per share on the 2401 shares so as to equalise the actual
payments on these shares with the nominal payments on the 599 fully
paid-up shares held by S., and thereafter to proceed, in terms of secs.
38 and 133 of the Companies Act, 1862, with the adjustment of the
rights of the contributories among themselves. In answer the liquidator
maintained that, looking to the terms of the agreement, S. had no right
to require that such a call should be made. The Court granted the
petition. Stewart v. Liquidator of the Scoto-American Sugar Syndi-
cate, Limited, Feb. 27, 1901, p. 585.

Winding-up-Voluntary or Compulsory-Wishes of creditors-Cutting
down of preference-Companies Act, 1862, secs. 79, 84, 130, 149,
and 164.

3. A minority of the creditors of a company which was unable to pay its
debts presented a petition for a winding-up by the Court. The petition
was opposed by the company and by a majority of the creditors, who
desired a voluntary liquidation under supervision of the Court, on the
ground that the granting of the petition would prejudice a contemplated
reconstruction of the company. The petitioners objected to delay, as
the company
had within sixty days of the presenting of the petition
granted a conveyance of part of its heritable property in favour of
certain creditors, the right to challenge which the petitioners wished to
preserve. It was not disputed that a resolution for the voluntary
winding-up of the company could not be obtained within sixty days of
the date of the conveyance. The Court granted the petition, holding
that it was for the interest of the creditors to grant a compulsory order,
in respect (1) that reconstruction would not be hindered by such an
order; and (2) that it was questionable if the right to challenge the
conveyance would be preserved if the company were to be wound up
voluntarily under a resolution to be passed by it. Bell's Trustees v.
The Holmes Oil Co., Oct. 27, 1900, p. 23.

See Fee and Liferent, 1.

COMPENSATION FOR INJURIES. See Reparation.

COMPENSATION FOR LANDS TAKEN UNDER COMPULSORY POWERS. See Arbi-
tration, 1-Police, 18 to 22-Railway, 1, 2.

COMPENSATION UNDER THE WORKMEN'S COMPENSATION ACT, 1897. See
Master and Servant, 3 to 30.

CONDITION. See Destination.

CONFIDENTIALITY. See Master and Servant, 2-Reparation, 5.

CONTRACT. Executory Contract.

1. Liquidate Penalty-Work not completed in stipulated time-Altera-

CONTRACT-Continued.

tions on original plan-Alterations ordered after date fixed for com-
pletion of work. Steel v. Bell, Dec. 21, 1900, p. 319.

Proof.

2. Writ or oath-Written Contract of Sale-Prior Oral Agreement-
Innominate Contract. Müller & Co. v. Weber & Schaer, Jan. 29,
1901, p. 401.

Jus quæsitum tertio-Promise.

3. A sent an offer to B's agent to purchase a hotel belonging to B at the
price of £7000. Enclosed with the offer was a letter from A to B's
agent, in which A wrote, inter alia,-"I will be pleased to give to Mrs
Ba sum of not less than £100 as some compensation for the annoy-
ance and worry of the past few days, and for kindness and attention
to me on my several visits to " the town in which the hotel was situated.
B wrote accepting the offer " 'as supplemented by your letter." A
paid £7000 to B, and entered into possession of the hotel, but
declined to pay £100 to Mrs B, who brought an action against A for
that sum.
Held that the pursuer was entitled to decree for the sum
sued for. Lamont v. Burnett, May 21, 1901, p. 797.
Constitution Contract or honourable understanding Discharge.
4. Cowan & Kinghorn, creditors of Ritchie, on receiving payment of 10s.
in the £1 of their debts, granted a receipt for the amount, "being 10s.
per £1, in full of our claim against the said Ritchie,
it
being, however, understood that the said Ritchie will pay the balance
of 10s. per £1 whenever he is able to do so." Held that the docu-
ment instructed no legal obligation on Ritchie to pay the balance of
10s. in the £1, but merely an honourable understanding that he would
pay whenever he was able. Ritchie v. Cowan & Kinghorn, July 16,
1901, p. 1071.

Assignation-Delectus persona.

5. Dear, the owner of a patent for a fibre decorticating machine, entered
into a contract with Dawson, the owner of an estate in Borneo, by which
it was agreed as follows:-Dear was to supply and erect one of the
machines on Dawson's estate; and, on this machine working satisfac-
torily, Dawson was to pay the price of it to Dear, and terms were to be
arranged for the further supply of machines by Dear to Dawson, who
undertook to bring a specified area of his estate into fibre cultivation.
After the machine first mentioned had been supplied and erected by Dear
in implement of the contract, Dear assigned his patent, "licence, con-
cessions and the like," to a limited company. In a schedule part of the
price was allocated to "contracts and concessions." The company there-
after, with consent of Dear, brought an action against Dawson for pay-
ment of the price of the machine supplied, averring that the contract
with him had been assigned by Dear to them. The defender pleaded,
inter alia, No title to sue. Held (in aff. judgment of Second Division)
(1) That in so far as the pursuers' claim was for implement of the
contract, they had no title to sue, as the contract implied delectus per-
sonæ and was not assignable; and (2) thut in so far as the claim was
for payment of a debt accrued before the assignation, the pursuers had
no title to sue, as the debt was not assigned. International Fibre
Syndicate, Limited, v. Dawson, May 9, 1901, H. L., p. 32.
See Error.

CONVERSION. See Succession, 5.

COUNTY COUNCIL.

57 (1).

Bye-Law-Local Government (Scotland) Act, 1889, sec.

A bye-law made by a County Council under sec. 57 of the Local Govern-
ment (Scotland) Act, 1889, was in the following terms :-" Betting on
roads. No person shall frequent and use any road or other public

COUNTY COUNCIL--Continued.
place, on behalf either of himself or of any other person, for the pur-
pose of bookmaking or betting, or wagering, or agreeing to bet or
wager with any person, or paying or receiving or settling bets." In a
suspension of a conviction for a contravention of this bye-law on the
ground that the bye-law was ultra vires of the County Council, held
that the bye-law was not ultra vires, and suspension refused. Slowey
v. Threshie, June 7, 1901, Just. Cases, p. 73.

See Public Health.

CROFTERS HOLDINGS ACTS. Rights of Crofter-Building on Croft for Fish-
curing-Crofters Holdings (Scotland) Act, 1886, secs. 1, 8, 32, and 34.
Held that a crofter whose holding adjoined the seashore was not entitled
under the Crofters Holdings (Scotland) Act, 1886, to erect or use
buildings on his croft for the purpose of fish-curing. Gilmour v.
Peterson, Feb, 26, 1901, p. 569.

DESTINATION. Condition-Clause of Devolution—Repugnancy.
Robert Cruickshank, by gratuitous inter vivos disposition, disponed certain
heritable subjects to Mrs Forsyth, his daughter, in liferent for her life-
rent use allenarly, and to her daughter Miss Agnes Forsyth in fee and
to the heirs of her body, heritably and irredeemably, "but these pre-
sents are granted under the express condition and declaration that
in the event of the said Agnes Forsyth dying before attaining
the age of twenty-five (without leaving issue) survived by me, the said
subjects shall revert to me, and these presents shall, ipso facto, become
void and null, and in that event I shall be entitled to deal with the
subjects as my own, and to sell or burden the same as freely as if these
presents had never been granted; and in the event of my predeceasing
my granddaughter before she attains said age, the subjects shall trans-
mit to my said daughter, and failing her, to my own heirs whomsoever."
The disposition was recorded in the Register of Sasines on behalf of
Mrs Forsyth in liferent allenarly and Miss Agnes Forsyth in fee, and
Mrs Forsyth entered into possession of the subjects. The granter of
the disposition died before Miss Agnes Forsyth had attained the age
of twenty-five. Held that the clause of transmission to Mrs Forsyth in
the event of the granter dying before Miss Forsyth had attained the
age of twenty-five was repugnant to the gift of the fee to Miss Forsyth,
and was ineffectual, and that the fee of the property belonged to Miss
Forsyth. Forsyth v. Forsyth, June 14, 1901, p. 929.

See Succession.

DILIGENCE. See Bankruptcy, 2.

Diligence for THE RECOVERY OF DOCUMENTS. See Process, 5, 6.
DISCHARGE. See Contract, 4.

DOMINUS LITIS. See Expenses, 6, 10.

DONATION.

of death.

Donatio mortis causa-Deposit-receipt-Delivery-Expectation

Received from

A took a deposit-receipt from a bank in these terms,-
A and B (payable to either or survivor), £1000 to their credit." The
deposit-receipt was found in A's repositories at his death. Evidence
on which held that no donation mortis causa had been proved.

DONATION-Continued.

Question whether delivery is essential to donation mortis causa.
Rose v. Cameron's Executor, Jan. 10, 1901, p. 337.

See Marriage-Contract, 5.

DRAINAGE. See Police, 10, 11, 12-Railway, 2.

ELECTION. See Process, 4-Succession, 3, 4, 14.

ENTAIL. Disentail-Bankruptcy-Application by Trustee in Sequestration
for Disentail of debtor's estate-Entail (Scotland) Act, 1882, sec. 18.
1. Held that in an application for disentail by the trustee in a sequestra-
tion of the estates of an heir of entail in possession, as in the case of
an application by a creditor, intimation to an heir whose consent is
required, or must be dispensed with, cannot validly be given till after
the expiration of three months from the date of the application. Lord
Napier and Ettrick's Trustee v. Napier, Feb. 26, 1901, p. 579.
Provisions to younger children-Deductions from free rental—Burdens
imposed under legislation subsequent to entail.

2. A deed of entail, dated in 1808, which reserved power to the heir in
possession to grant provisions for his widow and younger children out
of the free rental of the estate, but no power to burden the fee under any
circumstances, provided that provisions for younger children might be
granted to an amount not exceeding four years' free rental of the estate,
under deduction of "feu-duties and all other legal and annual burdens,
excepting liferents to widows or widowers, and any debts contracted
for improvements and buildings under the Act 10 Geo. III. cap. 51."
In a petition for the restriction of younger children's provisions, and
for disentail, held that the deductions from the free rental fell to be
determined on the construction of the deed of entail, and that the inte-
rest on bonds and dispositions in security, and the annual amount of
certain rent charges and bonds of annualrent, by which the estate was
burdened under powers conferred by statutes subsequent to the date
of entail, did not fall to be deducted. Balfour-Melville v. Mylne,
Feb. 1, 1901, p. 421.

See Revenue, 1.

ERROR. Essential Error-Mutual Error-Master and Servant-Workmen's
Compensation Act, 1897.

An employer tendered £2, 7s. 4d. to D. a workman, who had been
injured in his employment, as in full satisfaction of any claim he
might have against him, stating, as was the fact, that he had obtained
a report from a surgeon that D would be fit to return to his work in six
weeks from the date of the accident. D accepted the money and
granted a discharge in full. The medical opinion on which both
parties relied proved to be mistaken, for D was not able for work for
more than six months from the date of the accident. Held that the
above facts were not sufficient to shew that the parties, in entering into
the agreement for settling of the workman's claim, were under essential
error to the effect of rendering the discharge null and void. Dornan
v. Allan & Son, Nov. 22, 1900, p. 112.

ESTATE DUTY. See Revenue, 1, 2.

EXPENSES.

Awarding-Reparation-Slander-Apology.

1. In an action of damages for slander, the defender lodged a minute in which
he stated "that if any expressions used by the defender concerning the
pursuer could be construed as reflecting in any way upon the pursuer,
his character or conduct, he unreservedly withdraws the same, there
being no ground therefor, and expresses his regret for the occurrence."
The pursuer having lodged a minute of acceptance, moved for expenses.
The defender maintained that there should be no expenses to either
party. Held that the defender's minute accepted by the pursuer was