under this Act shall extend to property of which the lunatic is tenant in tail," and sub-section (2) says: "Leases authorized to be granted and accepted by or on behalf of a lunatic under this Act may be for such number of lives or such term of years at such rents and royalties, and subject to such reservations, covenants, and conditions as the judge approves." That cannot mean on the part of the lessee only. It is coupled with the word "reservations," and they would be favourable to the lessor. No doubt it includes covenants by the lessor that is to say, the committee on behalf of the lunatic in such a case as this. Therefore, as regards a lease there is an express power for the judge to authorize the committee of the lunatic to enter into covenants. In section 124 there is no express power of that kind, nor can I find it in any of the sections referred to. I believe there is no such express power in the Act. But section 124 is this: [His lordship read the section].

Now, a covenant is not strictly an assurance. The point has been much contested as to the meaning of that word in the Bills of Sale Act. An assurance is really something which operates as a transfer of property, and an assurance can hardly be a covenant. But it says, "all such assurances and things," and those words are put in, no doubt, so as to enlarge the power. I should say that in furtherance of the general intention, this section is wide enough to enable the court to authorize a conveyance by a committee on behalf of a lunatic, with all such covenants as are usual in such a conveyance, including the ordinary covenants of title. But when this case came before me in my private room my attention was called to In re Fox. In re Fox was not a case under this Act of Parliament, but under an Act (Lunacy Act, 1853) worded somewhat differently, though very nearly in the same terms. In the Lunacy Regulation Act, 1853, by section 116, it was provided [His lordship read the section]. These words, to my mind, are quite as good as the words in section 124 of the Lunacy Act of 1890; and, indeed, the former section contains certain words which section 124 does not. Section 124 authorized the committee to execute and do all such assurances and things as the judge directs; and section 116 of the former Act authorized the committee to execute, make, and do all such conveyances, deeds, transfers, and things. Those words are quite as large, although perhaps not essentially larger, than those in the Act of 1890.

Now, in the case of In re Fox the lunatic was entitled in fee to one moiety of certain real estate as one of two co-heiresses of an ancestor who died intestate, and the real estate was liable to pay the debts of that ancestor, whose personal estate was insufficient to pay, and it was wanted to raise money for the payment of those debts, and a mortgage of the property of which one moiety belonged to the lunatic was sought to be authorized by the Court in Lunacy. The question arose whether there could be covenants for payment of the mortgage money. The mortgage money was not due from the lunatic, but from the ancestor, and the lunatic was only liable to it, so far as she obtained assets from that ancestor, and no further. Therefore a personal covenant to pay the money would be a new obligation. But, according to the report, Cotton, L.J., said: "I very much doubt whether the court can direct a committee to covenant in the name of a lunatic." Those words are large enough to express a doubt whether any Covenant could be entered into by a committee to bind a lunatic. That may not have been the meaning. Again, Cotton, L.J., says: "I doubt whether we have jurisdiction to do more than give the mortgagee

LUNACY.

the rights of a mortgagee against the particular estate." There can be no doubt about the meaning of Cotton, L.J. He thought there was no jurisdiction to bind the lunatic's estate by a covenant of that kind, and he does not confine it to that particular covenant. Then, when he comes to give judgment, he says this: "It being clearly for the benefit of the lunatic's estate that this £5,000 should be raised," &c. [His lordship read the judgment of Cotton, L.J.] That decision makes it very difficult for the court to say that any covenant can be entered into on a sale by the committee so as to bind the lunatic. However, Lindley, L.J., who was a party to that decision, doubts whether the court intended to go so far as that, and whether the refusal went further than an exercise of the discretion of the court as to that particular covenant-namely, a covenant to bind the lunatic to pay money, which he was not bound to pay, to the extent of the assets received. The difficulty that arises from that case would, therefore, be removed if that is the true construction of it, and I agree that it is beneficial for the sake of lunatics in general to read section 124 of the Act of 1890 as authorizing the court, in a proper case, to allow the committee to bind the lunatic by such covenants as are usual on a sale. I will not go further than that. Of course the ordinary covenants for title are usual on a sale, and therefore I think in this case we may say that the difficulty arising from the decision in In re Fox being removed, the court has jurisdiction to approve of this sale.

A. L. SMITH, L.J.-The question in this case is whether or not a committee of a tenant for life who kas been found lunatic by inquisition, has not only the power of selling the lunatic's estate, but of entering into covenants which are necessary for that purpose. There can be no doubt-in fact it is not disputed that the covenant is a necessary covenant to carry out the sale if it is to be effected, and the sale has been found beneficial for the lunatic's estate. The question is whether there is the power. That drives one to the statute to see whether this power is given to a committee under these circumstances or not. Section 62 of the Settled Land Act of 1882 enacts. [His lordship read the section.] That is clear. Then comes the question what powers has a tenant for life, who is not a lunatic so found by inquisition as regards selling the estate. That drives one back to section 3, which enacts that a tenant for life may sell the settled land. Section 4 says: "Every sale shall be made at the best price that can reasonably be obtained." Then section 55 enacts that "where a power of sale is exercised by a tenant for life, he may execute, make, and do all deeds, instruments, and things necessary or proper in that behalf." It does seem to me that the conjoint operation of those sections would give a tenant for life power not only to sell, but to enter into covenants necessary for the purpose of effecting that sale.

The question does not rest there, because the Lunacy Act of 1890 also applies to a case like this. By section 120,"The judge may, by order, authorize and direct the committee of the estate of a lunatic to do all or any of the following things," and the first is sell any property belonging to the lunatic. Reading that in conjunction with the Settled Land Act, s. 62, there is power to sell the property of a lunatic when he is tenant for life. Then, what happens after that? By section 124 the committee of the estate on behalf of the lunatic may execute and do all assurances and things for giving effect to an order under this Act that the judge directs. If we were to put the limited construction on this Act which has been suggested, and which might be put upon it, we should be bringing

=

these two Acts of Parliament, as regards lunatics so found by inquisition, to a deadlock, because in numberless cases the committee could not effect a sale beneficial to the lunatic's estate without entering into proper covenants with the purchaser, who would not buy unless those covenants were entered into. Taking not what I call a broad view, but a correct view of these sections together, I think there is this power given to a committee to enter into proper covenants when he sells the estate of the tenant for life, who is a lunatic so found by inquisition.

Then we were referred to the case of In re Fox. I have nothing to say about that beyond what has been said. I do not read that as a decision that in no case can an order be made for a committee of a lunatic to enter into any covenants at all. The real decision was that on the facts there, the court did not see its way to do it. I think, therefore, we should confirm the agreement.

Solicitors, Blunt & Co.

A. L. SMITH, L.J.-In my opinion the decision of the learned judge cannot be supported. The master held that, notwithstanding the order of remittal, he had jurisdiction to make the order for further and better answers to interrogatories, because the order of remittal and the writ had not been lodged with the registrar of the county court. With regard to getting a case out of the High Court into the county court, section 66 of the County Courts Act, 1888, seems to me to be identical with section 10 of the County Courts Act, 1867. Under the earlier Act it was decided in Welply v. Buhl that the action did not leave the High Court until the writ and the order remitting the action had been lodged with the registrar of the county court. In my opinion, therefore, the case is concluded by authority. The cases of Harris v. Judge and Duke v. Davis do not seem to me to touch the point now in question. RIGBY, L.J., concurred.

Appeal allowed.

Solicitor for the plaintiff, C. T. Wilkinson. Solicitors for the defendant, Micklem & Hollingworth.

D'ERRICO v. SAMUEL. (a.) County court-Action commenced in High Court-Order remitting action to county court-Lodging writ and order with registrar-County Courts Act, 1888 (51 & 52 Vict. c. 43), s. 66.

Where an order is made under section 66 of the County Courts Act, 1888, remitting an action to the county court, the action does not leave the High Court until the plaintiff has lodged the original writ and the order with the registrar of the county court.

Appeal from an order of Lawrance, J., at chambers. This was an action of tort commenced in the High Court.

On the 25th of November, 1895, the defendant obtained an order under section 66 of the County Courts Act, 1888, directing that, unless the plaintiff should give security for costs within a certain number of days, the action should be remitted to the City of London Court. The time, after being enlarged by consent, expired on the 12th of December, no security having been given. The order for remittal was not lodged, as required by the section, with the registrar of the City of London Court, and on the 13th of December, on the application of the plaintiff, an order was made by a master directing the defendant to give further and better answers to certain interrogatories which had been administered to him by the plaintiff.

Lawrance, J., reversed the order of the master, on the ground that the action having ceased to be in the High Court the master had no jurisdiction.

The plaintiff appealed.

Witt, Q.C., and Rockingham Gill, for the plaintiff, cited Welply v. Buhl, 26 W. R. 300, 3 Q. B. D. 253, and Driscol v. King, 49 L. T. N. S. 599, 32 W. R. Dig.

59.

P. Rose-Innes, for the defendant, cited Harris v. Judge, 41 W. R. 9, [1892] 2 Q. B. 565, and Duke v. Davis, 41 W. R. 673, [1893] 2 Q. B. 260.

(a.) Reported by F. G. RUCKER, Esq., Barristerat-Law.

In re ARBITRATION BETWEEN THE MAYOR, &c., OF BURSLEM AND THE COUNTY COUNCIL OF STAFFORDSHIRE. (a.)

Local government-County council-Main roads-Urban district-Maintenance-Contribution-Paved footways -General Turnpike Act (3 Geo. 4, c. 126), 88. 111, 112-Highways and Locomotives Act, 1878 (41 & 42 Vict. c. 77), ss. 13, 15-Local Government Act, 1888 (51 & 52 Vict. c. 41), s. 11.

Where an urban authority claim, under section 11 of the Local Government Act, 1888, to retain the powers and duties of maintaining any main road within their district, the liability of the county council to contribute to the costs of maintaining such road extends to the costs of maintaining the paved footways which run along the side of such road, even though the road was formerly a turnpike road which became a main road on being disturnpiked. In re Local Board of Warminster and the County Council of Wilts, 38 W. R. 670, 25 Q. B. D. 450, approved.

Appeal from a judgment of a Divisional Court (Grantham and Wright, JJ.) refusing to set aside an award of the Local Government Board.

The award was made under section 11 of the Local Government Act, 1888. Sub-section 1 of that section imposes on the county council the maintenance of all main roads. Sub-section 2 provides that any urban authority may retain to itself the powers and duties of maintaining main roads within its district, and enacts that in such case the county council shall make to such authority an annual payment towards the costs of such maintenance. Sub-section 3 provides that the amount of such payment shall be such annual sum as may be from time to time agreed on, or in the absence of agreement, may be determined by the arbitration of the Local Government Board.

The town council of Burslem and the authorities of certain other urban districts in the county of Stafford

(a.) Reported by F. G. RUCKER, Esq., Barrister-atLaw.

claimed, under sub-section 2, to retain the powers and duties of maintaining the main roads within their districts; and an award was made by the Local Government Board determining the amount of contribution to be paid by the county council towards the cost of maintaining the main roads in each dis trict. The award included contributions towards the costs of maintaining paved footways running by the side of the main roads where they passed through the urban districts.

The county council applied to the Queen's Bench Division to set aside the award, on the ground that the Local Government Board, by including the costs of maintaining the paved footways, had exceeded their jurisdiction.

In the present case, which was taken as a test case, the question arose with regard to a road passing through the borough of Burslem, which was formerly a turnpike road, but which on the expiration of the turnpike trust became a main road under section 13 of the Highways and Locomotives Act, 1878.

The Divisional Court, being of opinion that the case was governed by the decision of I re Local Board of Warminster and the County Council of Wilts, 38 W. Ř. 670, 25 Q. B. D. 450, refused to set aside

the award.

Nov. 18.-Lord ESHER, M.R.-This is an appeal between the urban sanitary authority of Burslem and the County Council of Staffordshire, and the dispute between them is precisely the same as in the case of In re Local Board of Warminster and the County Council of Wilts. The determination of this appeal depends on whether we agree with the decision in that case or not. The point in dispute is as to the liability to maintain the paved footways at the side of the carriage-way where a main road passes through a town or urban district. This question must be determined by the consideration of what is a main road. It seems strange to me that, in an Act of Parliament which deals with a matter the nomenclature of which was perfectly familiar to members of both Houses of Parliament-viz., county roads-they should have used words which they would never have used in ordinary conversation. A high road was a wellknown thing; but a main road is a thing which was never talked of before the expression appeared in an Act of Parliament. There were many kinds of roads or ways, all of them well known, which were not high roads. A high road meant a road which went from one important place to another: it was a made road, in contradistinction to a green road, which was also a well-known thing. A green road might be a highway, but it was not a high road.

Now, section 11 of the Local Government Act, 1888, says that every road in a county which is for the time being a main road within the meaning of the Highways and Locomotives Act, 1878, shall be maintained and repaired by the county council; provided that an urban authority may claim to retain the power of maintaining any main road within their district; and in such case the county council shall pay part of the expenses of such maintenance.

We must refer to the Act of 1878 to see what a main road is there defined to be. That Act says that turnpike roads, on ceasing to be turnpike roads, shall be deemed to be main roads, and it further provides that other roads-viz., such as form a medium of

communication between great towns or lead to railway stations-may be declared to be main roads. The question is, what is it that is thus said to be a main road? We must not say that it means the whole of the space between the hedges on either side. There may be no hedge or fence near, as for instance when a road passes over a mountain or across a common, or where in passing through a village it has a village green on one side of it. I think that a high road or a main road is that which bas been dedicated to the public as a road for the use of carriages and foot-passengers in passing from one place of importance to another, and which has been accepted by the public as such. Such a main road may in certain parts of it have paved footpaths; for instance, it often happens that there are paved footpaths near a turnpike gate. And where a main road goes through a town, it generally has paved footpaths running along the sides of it. The paving is done not for the exclusive benefit of the inhabitants of the town, but for the general benefit of the public who use the road. While the road is passing through a country district, it is clear that it is only one highway; no one ever heard it suggested that it was two highways, one a footway for foot-passengers, and the other a carriage-way. Neither can this be said to be the case when it enters an urban district. It is still one highway, though part of the road is used as a carriage-way and part as a footway. Foot-passengers are not restricted to the footway, though carriages are for reasons of safety required to keep to the carriage-way. In my opinion, therefore, where a main road passes through an urban district and has footpaths on each side of it, the main road includes the footpaths as well as the carriage-way, and consequently, by section 11 of the Local Government Act, the county council are liable to contribute to the repair of the footpaths. I agree with the judgment on the case of In re Local Board of Warminister and County Council of Wilts, and I think that this appeal must be dismissed.

66

KAY, L.J., read the following judgment:-The county council of Staffordshire object to contribute to the repair and maintenance of various paved footways within certain urban districts in that county. Their liability to contribute depends upon section 11 of the Local Government Act, 1888, which enacts that every road in a county which is for the time being a main road within the meaning of the Highways and Locomotives Amendment Act, 1878," shall “be wholly maintained and repaired" by the county council, provided that any urban authority may claim to maintain such roads within their district, and in that case the county council are to contribute an annual sum towards the costs of the maintenance and repair of such road. The amount of such payment may be fixed by agreement or by arbitration of the Local Government Board. Such an arbitration has taken place in this case, and it is sought to set aside the award because it has directed contribution to the maintenance of paved footways in several urban districts at the side of the carriage-ways. Whether or not this was right depends upon the meaning of the words "road" and "main road" in the section

to which I have referred. The Act of 1888 does not contain any definition of road or main road, but refers, as I have pointed out, for the meaning of main road to the Highways and Locomotives Amendment Act, 1878. Section 13 of this statute provides that any road which between the 31st of December, 1870, and the passing of that Act ceased to be a turnpike road, and any road which at the time of the passing of the Act was a turnpike road, but might afterwards cease to be such, should be deemed to be a main road,

and by section 15 the county authority, at the instance of the highway authority, might declare certain roads which had never been turnpike roads to be main roads. From the papers in this case which have been handed to me it does not appear whether all the roads in question were originally turnpike roads or not. If there be any which were never turnpike roads, but have become main roads, I do not understand how it can be argued that a pathway by the side of the carriage-way is not part of the road. Road must primâ facie mean the highway, and the pathway is undoubtedly part of the highway which is

a main road.

But the argument for the county council is rested upon the assumption that all or some of these roads were formerly turnpike roads, and is derived from the history of the legislation as to turnpike roads, The statute 8 Geo. 4, c. 126, intituled an Act to amend the general laws now in being for regulating turnpike roads in England, contains a power (section 111) for turnpike trustees to make and keep in repair causeways for the use of foot-passengers "in, upon, or on the sides of the turnpike road in such manner as they shall think proper.' But this is restricted as to any any town, village, or hamlet by section 112, which provides that nothing in the Act contained shall authorize the turnpike trustees "to lay down, continue, repair, or maintain any pavement or any paved or pitched causeway or footpath in or upon or at the side of any turnpike road within any town, village, or hamlet where such turnpike road shall pass through | the same," but such pavement, paved or pitched causeway, or footpath is to be made, repaired, and maintained by and at the cost of the inhabitants of such town, village, or hamlet, or by other persons liable to make, maintain, and repair the same. This legislation was obviously intended to define the rights and obligations of turnpike trustees as between them and the inhabitants of a town, village, or hamlet. It has nothing to do with rights or obligations of the county council as to main roads. As between them and the inhabitants of a town, village, or hamlet, there is no such restriction, nor does there seem to be any reason for it. After turnpikes were abolished, and before the Act of 1888, the highway authority in any urban district maintained both carriage-way and footways adjoining. Then, by the Act of 1888, the duty is cast upon the county to maintain main roads, and there is nothing to restrict the meaning of these words to the carriage-way, excluding the footpath at or on the side of it. If the urban authority does not claim to maintain such road the county must do so. If the urban authority makes such a claim the county must contribute, and in either case the main road is prima facie the whole highway, including the footway as well as the carriage-way. Any other construction is not warranted by the words of the Act, and would involve this most inconvenient result, that there must in every case an inquiry--(1) Was the main road a turnpike road? and (2) Was the footway upon the turnpike road or outside it? The point has been decided against the county council in the case of In re Local Board of Warmister and County Council of Wilts, and I agree with that decision.

be

The appeal should be dismissed, with costs.

RIGBY, L.J., concurred.

Appeal dismissed.

once

Solicitors for the appellants, Byrne & Blakiston, for Hand & Co., Stafford.

Solicitors for the respondent, Sharpe, Parker, & Co., for A. Ellis, Burslem.

Motion for judgment.

The plaintiff sued the defendants, Wilson and Stafford, for infringement of a patent, claiming (1) an injunction to restrain the defendants and their servants from infringing; (2) damages, or an account of profits; and (3) delivery up or destruction of the infringing articles.

The defendants' solicitors soon after the issue of the writ wrote to the plaintiff's solicitors pointing out that the defendants had purchased the alleged infringing articles in the ordinary course of business, and that the sales had been small, amounting to less than £10. They also offered to account, and to deliver up or destroy all the alleged infringing goods in their possession, and to give an undertaking in the terms of the injunction asked for in the writ. The plaintiffs nevertheless delivered a statement of claim and particulars of breaches, and prayed for the relief indorsed on the writ. The defendants put in a defence and renewed the offer made in their solicitors' letter. The plaintiffs now moved for judgment against the defendants for a perpetual injunction in the terms of the statement of claim against these defendants and the defendant Hope, who did not appear.

A. J. Walter.-The plaintiffs are entitled to an injunction.

A. H. Jessell. The plaintiffs ought to have been satisfied with our undertaking, and they ought to pay our costs subsequently to that offer: Walter v. Steinkoff, 40 W. R. 599, [1892] 3 Ch. 489; American Tobacco Co. v. Guest, 40 W. R. 364, [1892] 1 Ch. 630.

A. J. Walter, replied.

NORTH, J.-I think that the plaintiffs ought to have accepted the undertaking of these defendants. I think that the plaintiffs were entitled to protection for their patent, but the undertaking was sufficient. An injunction is not granted as a matter of course. The court always has a discretion, but I think that the plaintiffs had the right to have their patent protected by having the undertaking given in court. The defendants must pay the plaintiffs' costs of appearing to a day, and also the costs up to the date of their letter, all the rest of the costs must be paid by the plaintiffs.

The order will be on the defendant's undertaking in terms of this letter, stay proceedings and order the costs to be paid as I have indicated.

Solicitors, J. T. Lewis, for A. & M. Thomas & Co., Swansea; Emanuel & Simmonds.

(a.) Reported by R. SILLEM, Esq., Barrister-at

Law.

HIGH COURT.

Chan. Div. Romer, J.

Nov. 21, 22, 23.

LYNDE v. ANGLO-ITALIAN HEMP SPINNING Co. (a.) Company Shares-Contract-Misrepresentation-Promoter--Rescission of contract.

To make a company liable for misrepresentations inducing a contract to take shares, the shareholder must bring his case within one or other of the following heads: (1) Where the misrepresentations are made by the directors or other general agents entitled to act and acting on its behalf; (2) where the misrepresentations are made by a special agent of the company acting within the scope of his authority, and whether the company has originally authorized him or has subsequently ratified his acts; (3) where the company know before completion of the contract that it is induced by misrepresentation; or (4) where the contract is made on the basis of certain representations, whether the particulars of those representations were known to the company or not, and it turns out that some of them were material and untrue.

A promoter of a company, but who was not either a director or the agent of the company to make representations, induced the plaintiff to take shares on the faith of certain allegations he was alleged to have made, but of which the company had no knowledge, though the directors did know he was endeavouring to procure subscriptions for shares.

Held, that even if the representations were made (which was not proved), the company could not be held liable for such representations made by a promoter; and that the contract to take shares could not be set aside.

Trial of action.

This was an action brought by William Alfred Lynde against the Anglo-Italian Hemp Spinning Co. for the rescission of a contract to take 300 shares in the company, on the ground of misrepresentation; for repayment of the sums paid in respect of the shares; and for consequential relief.

The company was registered on the 28th of November, 1890, with a share capital of £50,000, one of its objects being to acquire the lands, buildings, works, and mills known as the "Ferrara Hemp Works," situate at Ferrara, in Italy, theretofore carried on by Messrs. F. Navarra & Co.

By article 120 of the articles of association it was provided that the directors should adopt on behalf of the company an agreement made between Arthur Waithman and M. Č. Thomson of the one part, and a trustee for the defendant company of the other part, whereby, after reciting that A. Waithman and M. C. Thomson (who were the promoters of the company) had arranged to obtain subscriptions for £20,000 in debentures, and that they had incurred various expenses in the promotion of the company, it was agreed that on the completion of the sale to the company of the Ferrara Hemp Works the company should pay to them £5,000 in cash, and that they should be entitled to have allotted to them certain founders' shares.

The plaintiff on the 9th of December, 1890, had an interview with A. Waithman, one of the promoters, who was a personal friend of his. He alleged that Waithman then represented to him on behalf of the company (1) that the business of F. Navarra had been bought as a going concern at a very low price; and (2) that it was a good business; (3) that no promotion money was to be paid; and (4) that A. Waithman was not to get anything out of the pro

(a.) Reported by J. W. GREIG, Esq., Barrister-at

Law.

HIGH COURT.

motion of the company. The plaintiff received at that interview a copy of the memorandum and articles of association of the company. At another interview on the 16th of March, 1891, the plaintiff alleged that Waithman stated that he and M. C. Thomson had agreed to forego the benefits conferred on them by the agreement mentioned in art. 120. The plaintiff alleged that these representions were false, and that relying on them he, on the 28th of May, 1891, applied for and had allotted to him on the 10th of June, 1891, 300 ordinary and three founders' shares in the company. The application form for the 300 shares stated that the plaintiff applied for the shares "subject to the memorandum and articles of association, of which a copy has been supplied to me." The application form had been obtained from the solicitor to the company and handed to the plaintiff by Waithman. The plaintiff paid for the shares on allotment and in consequence of calls, £153.

At the time of the alleged representations being made Waithman was not a director or general agent of the company, nor authorised by them to procure shares or to make representations to induce people to subscribe for shares. There were two directors who were acting as such. Both Waithman and Thomson actively exerted themselves to procure, and did in fact procure, persons to take up shares, and the directors in question knew they were doing so. No prospectus of the company was ever issued.

In December, 1891, Waithman and Thomson were appointed directors, and on the 14th of November, 1894, the plaintiff alleged that he had discovered the true facts as to the above representations, and sent a letter to the company repudiating the shares.

On the 20th of December, 1894, the company having declined to cancel the allotment, he issued the writ in this action.

The defence set up by the company was that the representations were not in fact made, and alleged that even if made, A. Waithman was not their agent or authorized to make representations on their behalf, and further alleged laches and delay, and counterclaimed for some over-due calls.

Eve, Q.C., and Macnaghten, for the plaintiff.-The representations were made for and on behalf of the defendant company. They knew Waithman was a promoter, that he was getting subscriptions for shares, and the case therefore comes within In re Canadian (Direct) Meat Co.; Tamplin's case, W. N., 1892, pp. 94, 146; and Karberg's case, [1892] 3 Ch. 1, 40 W. R. and is liable for their effect. [ROMER, J.—In KarDig. 41. The company adopted the representations, berg's case the offer to take shares was based on a prospectus issued by the company; here there was none.]

Hopkinson, Q.C., and Mulligan, for the defendants. -The rule in this kind of case is that the representation must have been made by the person against whom restitution is sought, or his agent. Waithman was not the agent of the company for making representations. The company did not in fact know that untrue representations were being made. It has been held that even the secretary of a company is not its agent to make representations to induce people to take shares: Newlands v. National Employers' Accident Association (Limited), 54 L. J. Q. B. 428, 33 W. R. Dig. 168. Nor are misrepresentations of one director sufficient to bind the company, Holt's case, In re The Universal Provident Life Association, 22 Beav. 48, and the same rule applies in the case of a promoter making similar representations when not authorized by the company: In re Hull and London Life Assurance Co., Gibson's case, 6 W. R. 384, 2 De G. & J. 275. There