paid up shares. At the request of D. eight persons agreed to become directors, on condition that the shares necessary for their qualification should be provided by D. The directors agreed to purchase the business of D. for 168,000l. in shares, and 2,000l. in cash. D. drew eight cheques for 2501. each, and delivered them to the respective directors, who handed them to the secretary as payment in full for their shares. The company delivered the cheques back again to D., in payment of the 2,000l. cash, part of the purchase money. The company having been wound up :-Held, that this arrangement was nugatory, and that the directors were shareholders who had paid nothing on their shares, and were contributories on that footing. The company of Disderi & Co. (Lim.) was formed in 1867, in order to take over the photographic business of M. Disderi, in London and elsewhere. The company was registered on the 24th of April, 1867. The shares were 101. each. The articles of association provided that every director of the company should, at the time of appointment, and thenceforth during his continuance in office, hold twenty-five shares in the company, representing 2501. By the 39th clause of the articles of association power was given to the directors to purchase the photographic business of M. Disderi, and they were authorised to pay for the same 170,000l. in 17,000 fully paid up shares. The articles also provided that all the shares held in the company should be at once fully paid up. After the formation of the company the Hon. A. G. F. Jocelyn and seven other persons were applied to to become directors, which they agreed to do, on the terms that they should respectively be duly qualified by each of them having twenty-five shares fully paid up for them, by or on the part of M. Disderi. In pursuance of this arrangement, M. Disderi, acting by attorney, drew cheques upon his bankers, payable to the order of Mr. Jocelyn and his above-mentioned codirectors, for the sum of 2501. each. These cheques were duly indorsed by the persons in whose favour they were drawn, and were by them handed to the secretary of the company in payment of the respective NEW SERIES, 40.-CHANC. amounts of the shares required for the qualification of the said directors, being in all 2,000l. This appeared to have been done on the 22nd of June, 1867, and the 2,000l. was entered in the cash book of the company as of that date. The shares of the directors were, therefore, apparently fully paid up. On the same 22nd of June, 1867, a meeting of directors was held at which the above-mentioned persons appeared to have acted as directors. Another meeting of directors was held on the 25th of June, 1867, when the above-mentioned persons formally accepted the office of directors, and it was resolved that the business of M. Disderi should be purchased on behalf of the company for the sum of 2,000l. in cash, and 16,800 fully paid up shares. In pursuance apparently of this resolution the said cheques, amounting in the whole to 2,000l., were paid out again by the company to M. Disderi as part of the said purchase money, the remainder of the purchase money being made up in shares as above mentioned. No other payment was made by the directors in respect of their said shares. The company proved to be entirely unsuccessful, and was subsequently ordered to be wound up. The official liquidator settled the names of Mr. Jocelyn and the other directors upon the list of contributories for 25 shares each. The pre sent summons was taken out by Mr. Jocelyn and four others of the directors (being all the English directors) for the purpose of having their names removed from the list of contributories. Mr. Glasse and Mr. Winterbotham, for the applicants.-M. Disderi gave his own cheques to the applicants, who transferred them to the company. The cheques were good cheques, and were as good as money. Money was therefore paid for the shares to their full nominal amount. It is true that the cheques were afterwards handed back by the company; but that can make no difference. The use which the company afterwards made of the cheques cannot affect the applicants. The company have given M. Disderi only 16,800 shares instead of 17,000. They also gave him 2,000l. in cash. They now seek to 2 K recover back this 2,000l., not from M. Disderi, but from the present applicants. If they succeed in so doing, the result will be that the company will have got the business for less money than they bargained for. The articles of association expressly provide that all the shares shall be fully paid up. All creditors had notice of this; they cannot therefore say that they were misled. Nor can any call be made in the winding-up. If M. Disderi had received the whole of the 17,000 shares and had then transferred twentyfive shares to each of the applicants, it cannot be denied that they would have been fully qualified as directors. This is shewn by the case of― Re Masons' Hall Tavern, Orgill's case, 21 Law Times, N.S. 221. The transaction which has taken place is the same in the effect. We are, therefore, fully paid up shareholders; and we elect to have our names removed from the list of contributories altogether Currie's case, 32 Law J. Rep. (N.S.) Lord Abercorn's case, 4 De Gex, F. was also referred to. Mr. Cotton and Mr. Higgins, for the official liquidator, contended that the arrangement about the cheques was altogether insufficient for any purpose; and that the applicants were shareholders who had paid nothing in respect of their shares. The following cases were referred to Gray v. Lewis, Law Rep. 8 Eq. 526; Re London and Provincial Starch Company, V.C. J., April 22, 1869; Re Brighton Brewery Company, Hunt's case, 37 Law J. Rep. (N.S.) Chanc. 278; Companies' Act, 1862, ss. 25, 38. Mr. Winterbotham, in reply.-If the Court is against the applicants, I ask that the cheques may be returned to them. MALINS, V.C., stated the facts, and observed that the direction in the articles of association that the directors may purchase the business of M. Disderi at such a sum, was to be understood as laying down a limit in respect of price beyond which they were not to go. His Honour ex The pressed his strong disapprobation of the conduct of the directors, and of the practice of persons acting as directors while embarking no money bona fide in the concern. He expressed his opinion that the applicants must be held to have acted as directors at the meeting of the 22nd of June, 1867, as well as on subsequent occasions, when it was admitted that they so acted. They were, however, the mere nominees of M. Disderi; yet being such, they professed to enter into a contract with him on behalf of the company. contention of the directors was that although they were contributories they were contributories whose shares had been fully paid up, and were entitled to have their names taken off the list accordingly. In support of this contention, the transaction with regard to the cheques was relied on as payment; but His Honour considered that transaction a ridiculous farce, unworthy of a school-boy. It was no payment at all, and he should disregard it altogether. His Honour then referred to Currie's case (supra), and to Levita's case (1); and said that as the applicants were directors he could not allow them to take advantage of any technicality or irregularity to evade the liability which attached to them. directors they were bound to take shares, and to pay for them. They had not paid for them; and they must now do so. The summons must be dismissed with costs. As his two daughters, S. and A., and his granddaughter, M., equally between them or the survivors of them :-Held, reversing the decree of one of the Vice Chancellors, that the gift was of a perpetual annuity, and S. having died in the lifetime of the testator, that A. and M., who survived the widow, were each entitled to a moiety of such a sum of money as at her death would be sufficient to purchase so much 31. per cent. bank annuities, as would produce the yearly sum of 501. 66 Thomas Minter, by his will dated the 27th of February, 1840, bequeathed all his personal estate to his executors, upon trust to receive and pay the interest, dividends, and produce thereof in manner following:-First, I give and bequeath to my wife 501. a year, which I direct my said trust and executors to pay the same to her, that is to say, 251. half-yearly, out of the interest, dividends, and produce arising from all my personal property during her natural life or so long as she continues my widow, and after her de cease or next marriage, then I give and bequeath the said 501. so received by my wife, unto and amongst my two daughters, Sarah, the wife of William Griffiths, and Alice, the wife of Hunt Jeffery, and Maria Quested, the child of my daughter, Margaret, deceased, which I direct my said trust to divide and pay equally between them or the survivors of them subject to the same control as will be hereafter mentioned." The testator died on the 29th of June, 1851, and his widow on the 27th of August, 1864, leaving Alice Jeffery and Anna Maria Quested, now the wife of Jean Honore Bousquet, surviving. Sarah Griffiths died in the testator's lifetime, leaving children who survived him. The bill was filed by the assignee of Mrs. Bousquet's interest under the will, for administration of the estate, and a declaration of the rights of the parties; and the cause was heard by Vice Chancellor James on the 4th of March, 1870, when his Honour decided upon the construction of the will that the parties entitled to the annuity took it as income only; that the period to determine the persons or class of persons to take the annuity after the death of the testator's widow was the date of her death, and that the testator's daughters, Alice Jeffery, and Anne Maria Bousquet, having alone survived the widow, they were the persons entitled to the annuity, and that they took it in equal moieties for their respective lives as tenants in common, and upon the death of either the fund set apart to provide for the moiety of the annuity attributable to the person so dying, would fall into the residuary estate ; and his Honour declared accordingly. The plaintiff appealed from this decision. Mr. H. F. Bristowe and Mr. T. A. Roberts for the appellant.-The annuity is a perpetual annuity and not for life only, and Mrs. Jeffery and Mrs. Bousquet are entitled between them to as much 37, per cent. stock as will produce an income of 501. Stokes v. Heron, 12 Cl. & F. 161; Potter v. Baker, 13 Beav. 273; af- The case is distinguishable fromBlewitt v. Roberts, Cr. & Ph. 274; s. c. 10 Law J. Rep. (N.S.) Chanc. 342. They also referred to Hatton v. Finch, 4 Beav. 186; Bryan v. Twigg, 37 Law J. Rep. Hill v. Rattey, 2 Jo. & H. 634; 31 Law J. Rep. (N.S.) Chanc. 709; Hedges v. Harpur, 3 De Gex & J. 129; s. c. 27 Law J. Rep. (N.S.) Chanc. 742. Mr. E. K. Karslake, Mr. Fooks, Mr. Jolliffe, and Mr. Ward, for the various respondents. THE LORD CHANCELLOR held that the case was clearly within the rule laid down in Stokes v. Heron. It was clear that where the income of a fund was given the corpus of the fund was given, and not merely a terminable annuity. That was the case here, and Blewitt v. Roberts, where nothing but an annuity was given, did not apply. The decree of the Vice Chancellor must be varied, and there must be a declaration that each of the defendants, Mrs. Jeffery and Mrs. Bousquet, having survived the testator and his widow, became, on her death, entitled to an equal moiety of such a sum as, at the time of her death, was sufficient to purchase so much 31. per cent. bank annuities as would produce the yearly sum of 50l., namely, 1,6667. 13s. 4d. Solicitors Mr. Henry Dinn, for appellant; Messrs. Talbot & Tasker, agents for Messrs. Brockman & Harrison, Folkestone, and Messrs. Bower & Colton, agents for Mr. R. Hart, Folkestone, for respondents. 66 In the first place I direct that all my just debts shall be paid by my executor and executrix as soon as conveniently may be after my decease. I give, devise, and bequeath all my share and interest of and in certain messuages, lands, and hereditaments situate in the county of Carmarthen, which came to me on the death of my uncle, and all the residue and remainder of my real estate, and also all my personal estate and effects whatsoever and wheresoever, unto my brother William Charles Ryves and my sister Rebecca Ryves, to hold the same unto my said brother and sister, their heirs, executors, administrators, and assigns. But in case my said brother should die in the lifetime of my said sister without leaving any issue, then I give and devise his share and interest in the property herein before devised unto my said sister, her heirs, executors, administrators, and assigns absolutely, and I appoint my said brother and sister executor and executrix of this my will." William Charles Ryves, the brother of the testator, died on August 30, 1860, in the lifetime of the testator, leaving two children. The testator died on March 31, 1863. The testator disposed during his lifetime of all the real estate purported to be devised by his will, with the exception of one third share in the impropriate rectorial tithes of the parish of Llanwinio, in the county of Carmarthen, producing a net income of about 801. per annum. The personal estate of the testator was insufficient for the payment of his debts and funeral and testamentary expenses and succession duty by about 50%., which was paid by the executrix of the will out of her own moneys. The following questions were raised: first, whether the gift to the brother and sister was a joint tenancy or tenancy in common, in which latter case the death of William Charles Ryves caused an intestacy as to one moiety of the real estate; secondly, whether, if there was such intestacy, the lapsed moiety which then descended on the heir at law, was not solely and pri marily applicable to the payment of the testator's debts, in exoneration of that part of the estate to which the sister was entitled as devisee under the will. Mr. Glasse and Mr. Everitt, for the plaintiff, contended that the gift to the brother and sister was a gift in joint tenancy, and that the subsequent words of explanation did not affect the legal sense of the words. Mr. Cole and Mr. A. Bailey, for the defendant, contended that the proviso which followed the gift to the brother and sister, shewed an intention that there should not be survivorship to the sister, except in the event of the brother dying without issue, which had not happened. If the heir took the moiety as descended estate, they contended that the debts should not fall solely on his moiety, as there was a charge of debts, and they cited Peacock v. Peacock, 34 Law J. Rep. (N.S.) Chanc. 315. MALINS, V.C., held that the gift of the residue to the brother and sister of the testator was given to them as tenants in common, and that, as there was a charge of debts, the case of Peacock v. Peacock was in point, and the share of the sister and the lapsed share must bear the testator's debts equally. A testatrix after devising "all and singular the estate and mines of A." upon certain trusts, bequeathed to T. 10,000l. in satisfaction of any sum of money in which she might be indebted to T. The will also contained the usual devise of trust and mortgage-estates to trustees. The testatrix was in fact entitled to only one moiety of the A. estates for her own benefit, and was mortgagee in possession of the other moiety for a sum of 100,000l. and upwards which her predecessor in title had by deed settled on T. and four other persons in equal shares. She was ignorant of these facts and of the existence of the deed of trust:-Held, that the testatrix intended to devise the entirety of the A. estates, und therefore that T. must elect between his interest under the trust deed and the legacy given him by her will, and that, although the bequest was made in satisfaction of a debt. Dictum of Lord Hardwicke in East v. Cook (2 Ves, sen. 30) not followed. Elizabeth Dent by her will, dated the 24th of August, 1847, gave and devised "all and singular, the estates and mines of Aroa in Colombia, formerly the estate of Simon Bolivar, the liberator, with all and every the rights, royalties, members and appurtenances thereunto belonging, and all benefit and advantage thereof in every respect," to trustees upon trust to sell and to reinvest the proceeds in the purchase of real estate in England, and to stand possessed of the real estate so purchased upon trust for persons and their issue in the will mentioned in strict settlement. The said testatrix also bequeathed to her brother the appellant, Thomas Dent, the sum of 10,000l., and directed that the same should be taken to be in full satisfaction of any sum or sums of money in which the testatrix then was or at the time of her decease might be indebted to the same Thomas Dent. The will further contained the usual devise to trustees of estates vested in the testatrix as trustee or mortgagee. The testatrix died in 1847. At that time she had for some years been in the possession and enjoyment of the entirety of the Aroa mines as the residuary devisce of her brother, Thomas Wilkinson, who died in 1840. Thomas Wilkinson was in fact, at the time of his death, entitled absolutely only to one undivided moiety of the Aroa estates, and was mortgagee in possession of the other moiety for a sum of 105,4417. This sum he had by a deed, dated the 7th of May, 1833, declared to be held by him after his decease in trust for the appellant, the said Thomas Dent, and four other persons of whom the testatrix was one, in equal shares. These facts and the existence of the deed of trust were unknown to the testatrix, or to any person interested under it during her lifetime. The deed was discovered in the year 1854, amongst other documents and papers in the house in London which had been occupied by Thomas Wilkinson. The present suit was instituted to execute the trusts of the deed of the 7th of May, 1833, and, if necessary, to administer the estate of the said testatrix, and by an order made on further consideration in the suit by the Master of the Rolls on the 15th of June, 1870, his Lordship, among other things; declared that |