EQUITABLE RELIEF. The case of Foss v. Harbottle, 2 Hare, 461, is the foundation of what, to my mind, is an unwise rule of law, namely, that the Courts will not interfere with the domestic affairs of a company excepting to prevent or to give relief against fraud, where the acts complained of are confirmed by or are capable of being confirmed by a majority of the members of the company. It ought to be a law that neither the directors nor a majority should be entitled to do anything which is inequitable with regard to the minority and the Courts should have power to give relief against inequitable conduct. Corporations only exist for the convenience of business and not in order to allow a majority to tyrannize over a minority. Where two or more persons are in partnership no partner has in the eye of the law any more control or right over the undertaking in which they are embarked in common than the other, and there is to my mind no sound reason why the law of partnership in that respect should not apply to companies. It is not here suggested that the Court should interfere, excepting in cases of injustice. Where the majority, in the exercise of its judgment, adopts a course which reasonable people might well consider for the interest of the company, the Court certainly should have no right to interfere, but where the only justification for the action which injuriously affects the interests of the minority is that it is the act of the majority or the act of the directors who control the majority, then it is a denial of justice to deny that relief on the doctrine laid down in Foss v. Harbottle. DIRECTOR OFFICIALS. The provisions in the Companies' Act, with regard to the payment of directors who are officers of the company, which requires that no remuneration shall be paid to them unless under a by-law passed by the shareholders is nearly universally evaded. A general by-law on the incorporation of a company is passed authorizing the directors to pay to a director officer such amount as they in their discretion may think proper and the matter never comes before the shareholders again. In large corporations this evasion of the Act seldom if ever occasions injustice, but in small companies it constantly does, as men who control such companies usually are the directors and can increase and do increase their own salaries, keeping equal step with the prosperity and operations of the company, so that many investors in these semiprivate companies are starved out. CLASSES MOST PROMINENT ON THE FIRING LINE. As illustrating public opinion in Britain as to the righteousness of the cause for which the allied armies are fighting, it is both interesting and instructive to note that no element in the population has contributed more largely, in proportion to its numbers, than the professional class; the clergymen, who have emptied their homes of their young men, the lawyers and doctors of medicine, men of intelligence and thinking power above the average, able to judge of the right or wrong of a large national cause. Lists of names have been carefully collected in these three professions in England and Scotland, and, while it is not said that they are complete, yet the extent to which they prove that these professions have furnished of their very best is a remarkable testimony of the devotion to a good cause of the guiding thought of the nation. In a considerable degree the same is true of the aristocracy and gentry, and also of the working class of Britain. To the latter their country is everything, for indeed they possess but little else to satisfy their manly pride; and the aristocracy, being so deeply rooted in the past of the United Kingdom, naturally associate with their families the glorious traditions their ancestors had done so much to create. The great middle class may not have done comparatively as well, for reasons which do not apply to the other two, yet the middle class also has shewn itself to be not devoid of patriotism in a real sense when the very existence of the country is at stake. REVIEW OF CURRENT ENGLISH CASES. SOLICITOR-LIEN-DOCUMENTS OBTAINED WITHOUT LITIGATION— BANKRUPTCY-TRUSTEE-DOCUMENTS OBTAINED BY SOLICITOR AFTER BANKRUPTCY-COSTS. Meguerditchian v. Lightbound (1917) 1 K.B. 297. This was an action by a trustee of a bankrupt to recover certain documents belonging to the bankrupt on which the defendants (a firm of solicitors) claimed a lien, as well for costs due them by the bankrupt, as also for costs due them by the trustee in respect of business transacted by them in procuring the delivery up of the documents in question. The plaintiff did not contest the defendant's right to a lien for costs for business transacted in reference to the documents pursuant to his instructions, and paid into Court the amount of such costs; but he disputed the right of the solicitors to any lien on the documents for any costs incurred in reference thereto, prior to the bankruptcy. Rowlatt, J., who tried the action, held that no lien attached to the documents in respect of any costs incurred in reference to any endeavours to procure them prior to the bankruptcy, and gave judgment for the plaintiff. CONTRACT ILLEGALITY-PUBLIC POLICY-ASSIGNMENT OF PRESENT AND FUTURE EARNINGS COVENANT IN RESTRAINT OF PERSONAL FREEDOM COVENANT NOT ΤΟ LEAVE PRESENT EMPLOYMENT WITHOUT SANCTION OF ASSIGNEE. Horwood v. Millar's Timber Co. (1917) 1 K.B. 305. This was the case in which a Divisional Court decided (1916) 2 K.B. 44, (noted ante vol. 52, p. 350), that a man cannot, by contract, deprive himself of freedom of action so as to put himself in a position of slavery to another. The contract in question was one made between a lender and a borrower whereby the latter assigned his future earnings to the lender and bound himself not to leave his employment without the assignee's leave. The Court of Appeal (Lord Cozens-Hardy, M.R., and Warrington, and Scrutton, L.JJ.), agreed with the Divisional Court that such a contract is against public policy and illegal. It is well to know that the law will not enforce contracts of that kind for they are absolutely inimical to freedom, for as Scrutton, L.J., puts it, such a contract "made the unfortunate man the slave of the money-lender." CONTRACT SALE OF GOODS-CUSTOM OF TRADE-REASONABLENESS APPROPRIATION OF GOODS TO CONTRACT. Produce Brokers v. Olympia Oil & Cake Co. (1917) 1 K.B. 320. This is an appeal from the decision of a Divisional Court (1916) 2 K.B. 296 (noted ante vol. 52, p. 390). The question was as to validity of a custom of trade to the effect that goods in transit might be validly appropriated by the seller to a particular contract, notwithstanding that at the time of such appropriation the goods might, unknown to the seller, have been actually lost at sea. The Divisional Court upheld the custom, and the Court of Appeal (Lord Cozens-Hardy, and Warrington, and Scrutton, L.JJ.), affirm his decision. LANDLORD AND TENANT-COVENANT BY TENANT TO PAINT PREMISES IN SPECIFIED YEARS-NOTICE BY LESSEE TO TERMINATE TENANCY DURING CURRENCY OF YEAR-LIABILITY OF LESSEE. Kirklinton v. Wood (1917) 1 K.B. 332. This was an action by a landlord against his tenants for breach of a covenant to paint the demised premises in a certain specified year. The tenants sought to escape liability on the ground that prior to the specified year they had given notice of their intention to terminate the tenancy during that year. The specified year was 1916, and according to the notice the tenancy was terminated in March, 1916. Lush, J., held that this was no defence. SALE OF GOODS-APPROPRIATION TO CONTRACT-PASSING OF PROP ERTY. Healy v. Howlett (1917) 1 K.B. 337. This was an action to enforce a contract for the sale of fish in the following circumstances: The plaintiff carried on business as a fish exporter at Valentia, Ireland, the defendants contracted to buy 20 boxes of hard, bright mackerel to be sent to the defendants at Billingsgate. On the same day the plaintiff consigned by railway to his own order in Holyhead, 190 boxes of mackerel, and telegraphed instructions to the railway company, out of the 190 to deliver 20 of them to the defendants, and the rest of the 190 boxes to other named persons. Owing to a delay in the train from Valentia to Dublin the boat by which they ought to have been carried to Holyhead was missed. After the 190 boxes had been delivered to the railway the plaintiff sent the defendants an invoice in which they stated that the goods were at the buyers' risk after their delivery in Valentia to the railway company. The railway company picked out twenty boxes and forwarded them to the defendants, but owing to the delay in transit the goods were not in a merchantable condition when they reached the defendants, and they refused to receive them. This was an action for the price. The plaintiff relied on the delivery to the railway company as being a delivery to the defendants, and contended that the property in the goods then passed to them, and therefore that they were henceforth at their risk. The County Court Judge, who tried the action, gave judgment for the plaintiff, but the Divisional Court (Ridley, and Avory, JJ.), held that the statement in the invoice could not be regarded as a term of the contract, because it was not sent until after the contract was complete; and that there had been no real appropriation of goods until after the goods arrived at Holyhead, and after the delay had occurred, which had caused the deterioration of the fish, and the defendants were entitled to reject the fish, and the plaintiff could not recover the price. King v. Norcott (1917) 1 K.B. 347. This was a prosecution for indecent assault, and the question was whether a statement made by the prosecutrix on the following day to a female friend was admissible evidence. It appeared that the statement was voluntarily made, and partly in answer to questions put by the woman, not of a suggestive or leading character, but which might have had the effect of persuading the girl to tell her unassisted and unvarnished story. The Court of Criminal Appeal (Lord Reading, C.J., and Darling, and Atkin, JJ.), held that it was admissible, and in so doing explain Rex v. Osborne (1905), 1 K.B. 551, on which counsel for the prisoner relied. INSURANCE LOSS OR DAMAGE TO GOODS-EXCEPTION OF THEFT OR DISHONESTY OF INSURED'S OWN SERVANT-BURDEN OF PROOF EVIDENCE. Hurst v. Evans (1917) 1 K.B. 352. This was an action on a policy of insurance to recover for loss of and damage to goods occasioned by thieves. The policy was subject to an exception of losses occasioned by theft or dishonesty of servants in the exclusive employment of the insured. The plaintiff was a jeweller, and the loss in respect to which the action was brought, was due |