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Title : Kelner v Baxter
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Status: Positive or Neutral Judicial Treatment

*174 Kelner v Baxter and Others

Court of Common Pleas

14 November 1866

(1866-67) L.R. 2 C.P. 174

Erle, C.J., Willes, Byles, Keating, JJ.

1866 Nov. 14

Principal and AgentContract by one professing to contract as Agent, but who has no existing PrincipalOral
Evidence to contradictRatificationAppeal under s. 37 of the Common Law Procedure Act, 1854 (17 & 18 Vict.
c. 125)Enlarging Time for giving Notice.

Where a contract is signed by one who professes to be signing as agent, but who has no principal existing at
the time, and the contract would be wholly inoperative unless binding upon the person who signed it, he is
personally liable on it: and a stranger cannot by a subsequent ratification relieve him from that liability.

A company being projected for carrying on the business of an hotel, and purchasing the premises and stock of
the plaintiff, the following agreement was entered into,Jan. 27, 1866. To A., B., and C., on behalf of the
proposed Gravesend Royal Alexandra Hotel Company. I hereby propose to sell the extra stock, as per schedule
hereto, for the sum of 900l., payable on the 28th of February, 1866 (signed by the plaintiff). We have received
your offer to sell the extra stock as above, and we hereby agree to accept the terms proposed. (Signed) A., B.,
and C., on behalf of the Gravesend Royal Alexandra Hotel Company. The goods were handed over to the
representatives of the proposed company, and were consumed in the business. The company obtained a
certificate of incorporation under the Companies Act, 1862, on the 20th of February, but collapsed before the
money was paid:

, that A. B., and C. were personally liable on their agreement, as for goods sold and delivered; that no
subsequent ratification by the company could relieve them from that liability without the assent of the plaintiff; and
that parol evidence was not admissible to shew that personal liability was not intended.
*175

Where a party has through inadvertence allowed the time for giving notice of appeal under the 37th section of the
Common Law Procedure Act, 1854, to elapse, the Court may in its discretion allow an appeal, but will be guided
in the exercise of that discretion by the particular circumstances of each case.

THE declaration was for goods sold and delivered, goods bargained and sold, interest, and upon accounts
stated.

The defendants pleaded,first, never indebted,secondly, payment,thirdly, as to the claim for goods sold and
delivered, and goods bargained and sold, that, by agreement in that behalf made by and between the plaintiff
and the defendants on behalf of a joint stock company then proposed to be formed under the Joint Stock
Companies Act, 1862, and to be called The Gravesend Royal Alexandra Hotel Company, Limited, the goods
were sold to and bought and received by the defendants upon the terms that if the company, when registered,
should adopt the said contract, and agree with the plaintiff to pay the agreed price of the said goods, the goods
should become the property of the company, and the defendants should be exonerated and discharged from all
further liability in respect thereof, and that such agreement of the company should be accepted by the plaintiff in
full satisfaction and discharge of all such liability; that the company was registered by the name of The
Gravesend Alexandra Hotel Company, Limited, and, when so registered, by agreement in that behalf made with
the plaintiff, adopted the first-mentioned contract; and thereupon, and by and with the consent of the defendants,
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the goods became the property of the company, and the plaintiff and the company eventually agreed with each
other to be bound by the first-mentioned contract, and the company agreed with the plaintiff to pay to the plaintiff
the agreed price of the goods, and the plaintiff then before the action accepted the agreement so made with the
company in full satisfaction and discharge of the claims therein pleaded to.

Fourth plea, to the claim for goods sold and delivered, and goods bargained and sold, that, by agreement in that
behalf made by and between the plaintiff and the defendants on behalf of a joint stock company then proposed to
be formed under the Joint Stock Companies Act, 1862, and to be called The Gravesend Royal Alexandra Hotel
Company, Limited, the said goods were sold to *176 and bought and received by the defendants on behalf of the
said intended company; that the said company was formed and registered under the said act by the name of The
Gravesend Hotel Company, Limited; and that afterwards and before this suit, by agreement in that behalf made
by and between the plaintiff, the defendants, and the said company, the goods were transferred to and became
the property of the company, and the company agreed with the plaintiff to pay the price thereof, and the plaintiff
accepted and received such agreement on the part of the company in full satisfaction and discharge of the claims
therein pleaded to. Issue thereon.

At the trial before Erle, C.J., at the sittings in London after last Trinity Term, the following facts appeared in
evidence:The plaintiff was a wine merchant, and the proprietor of the Assembly Rooms at Gravesend. In
August, 1865, it was proposed that a company should be formed for establishing a joint-stock hotel company at
Gravesend, to be called The Gravesend Royal Alexandra Hotel Company, Limited, of which the following
gentlemen were to be the directors, viz. Mr. L. Calisher, Mr. T. H. Edmands, Mr. M. Davis, Mr. Macdonald, Mr.
Hulse, Mr. N. J. Calisher (one of the defendants), and the plaintiff. The plaintiff was to be the manager of the
proposed company, and Mr. Dales (another of the defendants) was to be the permanent architect. One part of
the scheme was that the company should purchase the premises of the plaintiff for a sum of 5000l., of which
3000l. was to be paid in cash, and 2000l. in paid up shares, the stock, &c., to be taken at a valuation; and this
was carried into effect and completed, the other defendant (Baxter) being the nominal purchaser on behalf of the
company. In December a prospectus was settled. On the 9th of January, 1866, a memorandum of association
was executed by the plaintiff and the defendants and others.

Pending the negotiations the business had been carried on by the plaintiff, and for that purpose additional stock
had been purchased by him; and on the 27th of January, 1866, an agreement was entered into for the transfer of
this additional stock to the company, in the following terms: *177 January 27th, 1866.

To John Dacier Baxter, Nathan Jacob Calisher, and John Dales, on behalf of the proposed Gravesend Royal
Alexandra Hotel Company, Limited.

Gentlemen,I hereby propose to sell the extra stock now at the Assembly Rooms, Gravesend, as per schedule
hereto, for the sum of 900l., payable on the 28th of February, 1866.

(Signed) John Kelner.

Then followed a schedule of the stock of wines, &c., to be purchased, and at the end was written as follows:

To Mr. John Kelner.

Sir,We have received your offer to sell the extra stock as above, and hereby agree to and accept the terms
proposed.

(Signed) J. D. Baxter,

N. J. Calisher,

J. Dales,

On behalf of the Gravesend Royal Alexandra Hotel Company, Limited.

In pursuance of this agreement the goods in question were handed over to the company, and consumed by them
in the business of the hotel; and on the 1st of February a meeting of the directors took place, at which the
following resolution was passed: That the arrangement entered into by Messrs. Calisher, Dales, and Baxter, on
behalf of the company, for the purchase of the additional stock on the premises, as per list taken by Mr. Bright,
the secretary, and pointed out by Mr. Kelner, amounting to 900l., be, and the same is hereby ratified. There was
also a subsequent ratification by the company, viz. on the 11th of April, but this was after the commencement of
the action.

The articles of association of the company were duly stamped on the 13th of February, and on the 20th the
company obtained a certificate of incorporation under the 25 & 26 Vict. c. 89.

The company having collapsed, the present action was brought against the defendants upon the agreement of
the 27th of January.
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On the part of the defendants oral evidence was tendered for the purpose of shewing that it never was intended
that they should be personally liable; but his Lordship rejected it. It was then submitted *178 that, inasmuch as
the agreement was not entered into by the defendants personally, but only as agents for the hotel company, they
thereby incurred no personal obligation to the plaintiff, who was himself one of the promoters.

For the plaintiff it was insisted that, there being no company in existence at the time of the agreement, the parties
thereto had rendered themselves personally liable; and that there could be no ratification of the contract by a
subsequently created company.

A verdict was taken for the plaintiff for 900l., subject to leave reserved to the defendants (upon giving security) to
move to enter a nonsuit, on the ground that the agreement of the 27th of January did not make them personally
liable.

Nov. 6, 1866. Seymour, Q.C., obtained a rule nisi accordingly, and also for a new trial on the ground of
misdirection on the part of the learned judge, in not allowing witnesses to be called to contradict the plaintiff as to
the defendants' personal liability.

Nov. 13, 14. J. Brown, Q.C., and Thesiger, shewed cause. The ruling of the learned judge was clearly right. The
agreement of the 27th of January, 1866, must receive the same construction as it would have received the day
after it was entered into. The company was not then formed. Suppose it never was formed at all, could it for a
moment have been contended that the defendants were not personally liable? The obvious intention of the
parties was that the company when formed should have the benefit of the contract; but that, if the company failed
to come into existence by that time, the plaintiff should at all events be paid on the 28th of February. The
agreement would be a mere nullity unless it be construed as the personal undertaking of those who signed it.
There is therefore strong reason for so construing it ut res magis valeat quam pereat. Although evidence may be
given of the surrounding circumstances which existed at the time a contract was entered into, no evidence can
be received to contradict a written agreement. In Higgins v. Senior 1 , it was held that it was not competent to the
defendant in an action on an agreement in writing purporting on the face of it to be made by him, and signed by
him, to shew that the agreement *179 was really made by him by the authority of and as agent for a third person,
and that the plaintiff knew those facts at the time when the agreement was made and signed. In Furnivall v.
Coombes 2 , a proviso to exclude personal responsibility of the contracting parties was held to be repugnant and
void, the parishioners, for whom they professed to be contracting, not being chargeable as such. Upon the same
principle it was held in Doubleday v. Muskett 3 , where the defendants had agreed to become directors of a
voluntary projected water company for which an act of parliament was to be obtained, and, though no act was
obtained, the directors had published an advertisement for proposals for excavating and removing the earth and
chalk for reservoirs, and the proposals of the plaintiff had been accepted, and the plaintiff had performed the
labour and services upon a reservoir accordingly, and the scheme afterwards proved abortive,that the
defendants were personally liable.

[WILLES, J. Does the ratification of the contract by the company after their formation transfer the obligation to
them?]

There can be no ratification by a person or a corporation not existing at the time the contract was entered into.
And, even if there could, the ratification by the company was after the commencement of the action. If the
company adopted it, it could only be by way of a new agreement; for, they could not be bound by a contract
made by the promoters before the company was registered: Hutchison v. Surrey Consumers Gas-Light
Association 4 ; Payne v. New South Wales Coal and Intercolonial Steam Navigation Company. 5

[WILLES, J. Gunn v. London and, Lancashire Fire Insurance Company 6 seems to be quite in point to shew that
the company could not have been made liable upon this contract, even though they affected to ratify it.

BYLES, J. If the company, when formed, had taken to the wines and spirits in question, and had allowed them to
be consumed by their customers, might they not have been liable as for goods sold and delivered?]
*180

Doubtless they might. There are numerous cases where the defendant has been held liable as the acceptor of a
bill of exchange, though he has professed to accept per procuration, or on account or on behalf of a company:
amongst others are the cases of Nicholls v. Diamond 7 , and Owen v. Van Uster 8 : and that rule is recognised in
Penrose v. Martyr 9 , where, however, the decision turned mainly upon the 31st section of the Joint Stock
Companies Act, 1856 (19 & 20 Vict. c. 47). Every intendment must be made against the person who signs the
contract, where there is no responsible principal at the time to whom recourse can be had: Story on Agency, ss.
280282. In Lewis v. Nicholson 10 , Lord Campbell, referring to Hall v. Ashurst 11 , where the undertaking was on
behalf of the London creditors, and to Watson v. Murrell 12 , where it was on behalf of the parish, says:

It could not reasonably be intended that the plaintiff should contract with such bodies; and
therefore it was apparent on the face of the instrument that the contract must be intended to be
personal.
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[BYLES, J. The only difficulty I feel is, that the words on behalf of the proposed Gravesend Royal Alexandra
Hotel Company, Limited, are the words of the plaintiff, which are adopted by the defendants.]

In Ex parte Hartop 13 , Lord Erskine, C., says: No rule of law is better ascertained, or stands upon a stronger
foundation than this, that, where an agent names his principal, the principal is responsible, not the agent; but, for
the application of that rule, the agent must name his principal as the person to be responsible. The mere fact of
a person professing to sign a contract for or on behalf or as agent for another will not per se prevent
responsibility as a contracting party attaching upon the former. This is sufficiently exemplified by the cases of
Tanner v. Christian 14 and, Lennard v. Robinson. 15 No evidence which could have been received was rejected;
and none was admissible to contradict the *181 written agreement, or to explain that which was on the face of it
free from ambiguity.

Seymour, Q.C., in support of the rule. The surrounding circumstances shewed an evident intention to exclude
personal liability in those who signed the agreement. The arrangement had reference exclusively to the formation
of a company in which the plaintiff himself had a deep interest. The day for payment was inserted because all
parties were satisfied that the business of the company would then have commenced.

[WILLES, J. There can be no doubt that all parties contemplated that the goods would be paid for out of the
funds of the company. In Lindus v. Melrose 16 , the following promissory note was signed by three persons
describing themselves as directors of a joint stock company incorporated, with limited liability, under the 19 &
20 Vict. c. 47, and was countersigned by one Guess, who described himself as secretary of the
company:London, Dec. 31, 1856. Three months after date we jointly promise to pay Mr. F. Shaw or order six
hundred pounds for value received in stock on account of the London and Birmingham Iron and Hardware
Company, Limited; and it was held by a majority of judges in the Exchequer Chamber, affirming the judgment of
the Court of Exchequer 17 , that the directors who signed the note were not personally liable. The difficulty in the
present case is that there was no company formed.]

The agreement was made on behalf of the company, which was known to be in the course of formation; and the
company ratified it when formed. In Aggs v. Nicholson 18 , a note signed by two directors of a completely
registered joint stock company, expressed to be made by and on behalf of the company, was held to be binding
on the company, and not on the persons who signed it. And Bramwell, B., refers to an American case of Bradlee
v. Boston Glass Manufactory 19 , where the Court considered that if the words for the Boston Glass Manufactory
had stood alone the note would have bound the company. There was abundant evidence here that the
defendants had the authority they professed to *182 have. Both parties to the agreement had equal knowledge of
the circumstances; and the subsequent recognition of the authority was sufficient: per Holroyd, J., in Saunderson
v. Griffiths. 20 And see the dictum of Alderson, B., in Taylor v. Crowland Gas Company. 21 If the defendants had no
principals at the time of entering into the contract, or had no authority to contract for them, that ought to have
been the subject of a special count: Jenkins v. Hutchinson. 22 The defendants were prepared with overwhelming
evidence to shew that it was never the intention of the parties that those who did the mere formal act of signing
the agreement should be personally liable.

[BYLES, J. No evidence could exclude personal liability in the defendants, if the written document itself makes
them liable.]

The surrounding facts may always be looked at to shew the intention of the contracting parties.

ERLE, C.J.

I am of opinion that this rule should be discharged. The action is for the price of goods sold and delivered: and
the question is whether the goods were delivered to the defendants under a contract of sale. The alleged
contract is in writing, and commences with a proposal addressed to the defendants, in these words:I hereby
propose to sell the extra stock now at the Assembly Rooms, Gravesend, as per schedule hereto, for the sum of
900l., payable on the 28th of February, 1866. Nothing can be more distinct than this as a vendor proposing to
sell. It is signed by the plaintiff, and is followed by a schedule of the stock to be purchased. Then comes the other
part of the agreement, signed by the defendants, in these words,Sir, We have received your offer to sell the
extra stock as above, and hereby agree to and accept the terms proposed. If it had rested there, no one could
doubt that there was a distinct proposal by the vendor to sell, accepted by the purchasers. A difficulty has arisen
because the plaintiff has at the head of the paper addressed it to the plaintiffs, on behalf of the proposed
Gravesend Royal Alexandra Hotel Company, Limited, and the defendants have repeated those words after their
signatures to the document; and the question is, *183 whether this constitutes any ambiguity on the face of the
agreement, or prevents the defendants from being bound by it. I agree that if the Gravesend Royal Alexandra
Hotel Company had been an existing company at this time, the persons who signed the agreement would have
signed as agents of the company. But, as there was no company in existence at the time, the agreement would
be wholly inoperative unless it were held to be binding on the defendants personally. The cases referred to in the
course of the argument fully bear out the proposition that, where a contract is signed by one who professes to be
signing as agent, but who has no principal existing at the time, and the contract would be altogether inoperative
unless binding upon the person who signed it, he is bound thereby: and a stranger cannot by a subsequent
ratification relieve him from that responsibility. When the company came afterwards into existence it was a totally
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new creature, having rights and obligations from that time, but no rights or obligations by reason of anything
which might have been done before. It was once, indeed, thought that an inchoate liability might be incurred on
behalf of a proposed company, which would become binding on it when subsequently formed: but that notion
was manifestly contrary to the principles upon which the law of contract is founded. There must be two parties to
a contract; and the rights and obligations which it creates cannot be transferred by one of them to a third person
who was not in a condition to be bound by it at the time it was made. The history of this company makes this
construction to my mind perfectly clear. It was no doubt the notion of all the parties that success was certain: but
the plaintiff parted with his stock upon the faith of the defendants' engagement that the price agreed on should be
paid on the day named. It cannot be supposed that he for a moment contemplated that the payment was to be
contingent on the formation of the company by the 28th of February. The paper expresses in terms a contract to
buy. And it is a cardinal rule that no oral evidence shall be admitted to shew an intention different from that which
appears on the face of the writing. I come, therefore, to the conclusion that the defendants, having no principal
who was bound originally, or who could become so by a subsequent ratification, were themselves bound, and
that *184 the oral evidence offered is not admissible to contradict the written contract.

WILLES, J.

I am of the same opinion. Evidence was clearly inadmissible to shew that the parties contemplated that the
liability on this contract should rest upon the company and not upon the persons contracting on behalf of the
proposed company. The utmost it could amount to is, that both parties were satisfied at the time that all would go
smoothly, and consequently that no liability would ensue to the defendants. The contract is, in substance,
this,I, the plaintiff, agree to sell to you, the defendants, on behalf of the Gravesend Royal Alexandra Hotel
Company, my stock of wines; and, We, the defendants, have received your offer, and agree to and accept the
terms proposed; and you shall be paid on the 28th of February next. Who is to pay? The company, if it should
be formed. But, if the company should not be formed, who is to pay? That is tested by the fact of the immediate
delivery of the subject of sale. If payment was not made by the company, it must, if by anybody, be by the
defendants. That brings one to consider whether the company could be legally liable. I apprehend the company
could only become liable upon a new contract. It would require the assent of the plaintiff to discharge the
defendants. Could the company become liable by a mere ratification? Clearly not. Ratification can only be by a
person ascertained at the time of the act done,by a person in existence either actually or in contemplation of
law; as in the case of assignees of bankrupts and administrators, whose title, for the protection of the estate,
vests by relation. The case of an executor requires no such ratification, inasmuch as he takes from the will. It is
unnecessary, however, to pursue this further. In addition to the cases cited at the bar, I would refer to Gunn v.
London and Lancashire Fire Insurance Company 23 , where this Court, upon the authority of Payne v. New South
Wales Coal and International Steam Navigation Company 24 , held that a contract made between the projector and
the directors of a joint-stock company provisionally registered, but not in terms made conditional on the
completion of the company, was not binding upon *185 the subsequent completely registered company, although
ratified and confirmed by the deed of settlement: and Williams, J., said, that, to make a contract valid, there must
be parties existing at the time who are capable of contracting. That is an authority of extreme importance upon
this point; and, if ever there could be a ratification, it was in that case. Both upon principle and upon authority,
therefore, it seems to me that the company never could be liable upon this contract: and, as was put by my Lord,
construing this document ut res magis valeat quam pereat, we must assume that the parties contemplated that
the persons signing it would be personally liable. Putting in the words on behalf of the Gravesend Royal
Alexandra Hotel Company, would operate no more than if a person should contract for a quantity of corn on
behalf of my horses. As to the suggestion that there should have been a special count, that is quite a mistake.
There need not be a special count unless there was a person existing at the time the contract was made who
might have been principal. The common count perfectly well represents the character of the liability which these
defendants incurred. It is quite out of the question to suppose that there was any mistake. The document
represents the real transaction between the parties. I think that the course taken at the trial was perfectly correct,
and that the rule should be discharged.

BYLES, J.

I am of the same opinion. At first, I must confess, I entertained some doubt, the contract appearing on the face of
it to have been entered into by the defendants on behalf of the company. The true rule, however, is that stated by
Mr. Thesiger, viz. that persons who contract as agents are generally personally responsible where there is no
other person who is responsible as principal. Suppose this company never came into existence at all, could it be
doubted that these defendants must be held to have bound themselves personally? Then, was it contemplated
that the liability was conditional only until the company should be formed? It is said that the contract was ratified
by the company after it came into existence. There could, however, be no ratification. Omnis ratihabitio
retrotrahitur, et mandato priori quiparatur: but the ratification must be by an existing person, on whose behalf
the contract *186 might have been made at the time. That could not be so here: a subsequent ratification by the
company could only be with the assent of the plaintiff; and then it would be a new contract. Mr. Seymour
contended that the contract might amount to a personal undertaking on the part of the defendants that the
company shall pay. That would make them equally liable. Any objection on the score of the Statute of Frauds
would be cured by the Mercantile Law Amendment Act, 19 & 20 Vict. c. 97. In no way, therefore, in which it can
be put, could the company become responsible.
13/09/2016 Delivery | Westlaw India Page 7

KEATING, J.

I am of the same opinion. At the time the contract was made there was no company in existence. It is true that
the defendants profess to contract on behalf of the Gravesend Royal Alexandra Hotel Company. But,
notwithstanding the introduction of those words, the defendants must, in order to give the contract any operation
at all, be personally responsible. The length to which the Courts have gone upon this subject is strongly
illustrated by the case of Furnivall v. Coombes.25 There, by indenture the plaintiff covenanted to do certain repairs
to the parish church of St. Botolph, and the defendants, the churchwardens and overseers, for themselves and
for their successors, churchwardens and overseers of the parish, covenanted with the plaintiff to pay the sum
agreed by certain instalments: and the indenture contained a proviso that nothing in these presents contained
should extend, or be deemed, adjudged, construed, or taken to extend to any personal covenant of or obligation
upon the several persons parties thereto of the third part (the churchwardens, &c.), or in any way personally
affect them, any or either of them, their or any or either of their executors, administrators, goods, effects, or
estates, in their private capacity, but should be and was intended to be binding and obligatory upon the
churchwardens and overseers of the poor of the said parish of St. Botolph and their successors for the time
being, as such churchwardens, &c. but not further or otherwise: and it was held that the original covenant was a
personal covenant by the defendants to pay the money, and that the proviso was repugnant thereto and
inconsistent therewith, and therefore void.
*187

BYLES, J., afterwards referred to Meriel v. Wymondsold,26 , where upon a bill in equity the case was thus, viz.
The plaintiff had agreed with two of the defendants to pave their streets in Putney, and they on behalf of the
parish agreed to pay him for them, which agreement was put into writing, and remains in the hands of the
defendant Wymondsold. The work was done according to the agreement, and it came to 360l., and for
satisfaction the plaintiff preferred his bill against them with whom he had agreed and against others of the parish
who had agreed with the undertakers for the parish to pay their shares. And, per Curiam: The plaintiff must have
relief against the undertakers, especially in this case, because the written agreement, which is his evidence, is in
the hands of one of the defendants: and the undertakers must take their remedy against the rest of the parish.
He also referred to Cullen v. Duke of Queensbury 27 , where it was held in the Court of Chancery, and afterwards
in the House of Lords 28 , that, where A., B., and C., on behalf of themselves and other members of a club, enter
into articles with D. to provide necessaries for the use and accommodation of the club, they are personally bound
by such articles, and D. is not obliged to resort to any of the other members for satisfaction of his demand.

Rule discharged29

Nov. 22. Seymour, Q.C., moved to enlarge the time for giving notice of appeal, the defendants' attorneys having
inadvertently omitted to give notice within the four days limited for that purpose by the 37th section of the
Common Law Procedure Act, 1854, 17 & 18 Vict. c. 125. He submitted that the plaintiff could not be prejudiced,
inasmuch as the time for perfecting bail had not elapsed. He referred to Ward, v. Lumley 30 , where a similar
application had been granted by the Court of Exchequer.

[ERLE, C.J. That was a case full of doubts and difficulties. This was an ordinary action for goods sold and
delivered. The jury had no doubt, and I had no doubt at the trial; and neither my learned Brethren nor myself
entertained any when the rule was argued.]
*188

In Ward v. Lumley, it was put by the Court, not upon the merits of the case, but upon the right to appeal, which
the defendants had lost by inadvertence.

PER CURIAM (Erle, C.J., Willes and Keating, JJ.)

Representation

Attorneys for plaintiff: Linklaters, Hackwood, & Addison.

Attorneys for defendants: Edmands & Mayhew.

Rule refused.

1. 8 M. & W. 834.
13/09/2016 Delivery | Westlaw India Page 8

2. 5 M. & G. 736; 6 Scott N. R. 522.

3. 7 Bing. 110.

4. 11 C. B. 689; 21 L. J. (C.P.) 1.

5. 10 Ex. 283; 24 L. J. (Ex.) 117.

6. 12 C. B. (N.S.) 694.

7. 9 Ex. 154; 23 L. J. (Ex.) 1.

8. 10 C. B. 318; 20 L. J. (C.P.) 61.

9. E. B. & E. 499; 28 L. J. (Q.B.) 28.

10. 18 Q. B. 503, 510, 21 L. J. (Q.B.) 311.

11. 1 C. & M. 714.

12. 1 C. & P. 307.

13. 12 Ves. 349, 352.

14. 4 E. & B. 591; 24 L. J. (Q.B.) 91.

15. 5 E. & B. 125; 24 L. J. (Q.B.) 275.

16. 3 H. & N. 177; 27 L. J. (Ex.) 326, 328.

17. 2 H. & N. 293; 27 L. J. (Ex.) 326.

18. 1 H. & N. 165; 25 L. J. (Ex.) 348.

19. 16 Pick. 347.

20. 5 B. & C. 909, 914.

21. 10 Ex. 288, n.

22. 13 Q. B. 744; 18 L. J. (Q.B.) 274.

23. 12 C. B. (N.S.) 694.

24. 10 Ex. 283; 24 L. J. (Ex.) 117.

25. 6 Scott, 522; 5 M. & G. 736.

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26. Hardr. 205.

27. 1 Bro. C. C. 101.

28. 1 Bro. P. C. 396.

29. See Scott v. Lord Ebury, post, Hilary Term, 1867.

30. 5 H. & N. at p. 659; 29 L. J. (Ex.) 372.

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