law of the late J. Wood, 10,000l., which would cover all the costs in law and equity, to which they had been subjected, and would, at the same time, put "a certain sum" into the pockets of the parties; that the sum of 1,000l. was the sum intended, and adverted to by the defendants' leading counsel in his observations; that the 13th of July 1842 was the day appointed for the release, by the co-heirs, of the estates of J. Wood, deceased, when five of the co-heirs executed the requisite documents, but Greig and his wife insisted on receiving and being paid their full one-sixth part of the 10,000l. before they would execute the same, and some one present on that day, on behalf of the devisees, paid Greig and his wife the full one-sixth part of 10,000l., being the sum of 1,666l. 13s. 4d., leaving them liable to one-sixth part of the whole costs incurred; upon which Greig and wife executed the necessary documents; that on the 13th of July 1842, a full and final settlement was come to of all bills, accounts, and money transactions between the parties, on the basis that Helps and his partner were to take their costs, charges, and expenses at 4,000l.; that the petitioners, whilst together in London after the compromise had been effected, expressed a wish to have a final settlement with Helps, touching his bill of costs, when Helps, for their satisfaction, proposed to give them a stamped receipt in full of all demands, which they agreed to, and he accordingly then gave such receipt, dated the 13th of July 1842; that on the 16th of September 1843, Helps sent to Greig, who did not join in the arrangement as to the payment of the costs, the bills of costs connected with the business done by him and his partner, shewing the proportion payable by Greig and wife, in the several bills of costs to be the sum of 750l. 19s. 2d., being one-sixth part of the total amount, or sum of 4,5057. 15s., and the bills of costs having found their way into the hands of the petitioners' solicitor, the present petition was presented.

Mr. Kindersley and Mr. Glasse, for the petitioners, said, that the arrangement entered into was between solicitors and clients, the former intervening in the compromise on behalf of the latter, and that there was not such a payment of the solicitors' bills of costs as ought to stand against their clients,

and to deprive them of the ordinary right to a delivery and taxation of those bills; that it was not the case of a payment of bills of costs, inasmuch as no bills had been made out, until after the alleged payment, and until Greig insisted on such being forwarded to him; that Greig and wife repudiated any such agreement as to the payment of the costs as that set up by the respondents; and the matter as to him being clearly open, and it being a joint transaction, the application ought to be granted.

Mr. G. Turner and Mr. C. Barber, contrà, insisted, that in the face of the contract entered into between the parties, that there should be no bills of costs made out, the application could not be granted; that the Court could not, on a petition or on affidavit, decide on the validity of a contract, but that if a bill were filed by the petitioners, should they deem such a course proper, a cross bill might be filed by the respondents.

The MASTER OF THE ROLLS, after stating the facts of the case, said, he must come to the conclusion that such a contract had been entered into between the petitioners and their solicitor Mr. Helps, as alleged by the latter, who was content to take his costs at the sum of 4,000l., the devisees agreeing to pay to the heirs-at-law a sum of 10,000l. in consideration of their release of the estates. Helps relied on the influence he had over his clients to induce them to come to the arrangement, but this was not conclusive on them, as the petitioners might say that the sum of 4,000l. was more than sufficient to pay the costs, and Greig not approving of the proposal as to the sum of 4,000l. being taken in payment of Messrs. Whitcombe & Helps's costs, the sum of 1,666l. 13s. 4d., being onesixth of the whole fund of 10,000l., was paid to him, subject, however, to the satisfaction by him of one-sixth part of such bill of costs. Helps received in respect of each of the petitioners the sum of 1,6661. 13s. 4d., and paid to each of them 1,000l., and retained the residue in satisfaction of his bills of costs against the petitioners, and he signed a receipt in their favour in full of all demands; but as regards Greig and wife, they remained liable to pay a portion of the bill of costs, they having been actually paid one whole sixth part of the 10,000l. I have

no authority under the circumstances to entertain the present application. By means of the receipt all demands for law charges were extinguished, and there was to be no bill of costs; whilst the receipt and the other circumstances of the case stood, they shewed the existence of an agreement by which the demand was extinguished; and except a bill was filed the Court had no authority to decide on the validity of the agreement or contract in question. Courts of equity must, as a general rule, look with anxiety on transactions like the present, for although they may turn out to be perfectly correct in the end, the solicitor exposes himself to suspicion; an agreement to accept a particular sum of money in satisfaction of all costs due to a solicitor may be perfectly good, but one party may have full knowledge of the subject which the other party may not have, and therefore courts of equity are inclined to listen to applications made to set agreements like these aside. His Lordship added, that he should not give the respondents the costs of the petition.

Specific Legacy-Construction.

A. by his will, after devising his real estate in strict settlement, provided that his trustee should raise by sale of the timber on the estate the sum of 1,000l., which sum the testator gave to B. the plaintiff; and after giving certain pecuniary legacies, the testator gave all the residue of his personal estate, subject to the payment of his legacies, debts, &c. to C. & D. in equal shares. The plaintiff filed his bill against the trustee of the real estate and the surviving executor, to have the legacy raised out of the timber, and that the personal estate might be applied in making up the deficiency, if any. Upon demurrer by the surviving executor :-Held, that the legacy of 1,000l. was charged exclusively upon the timber, and that the personal estate was exempt.

Thomas Harper, by his will, dated the 15th of December 1828, and duly executed, devised all his messuage, tenements, and hereditaments situate at W., with the appurte

nances, and all other his real estate whatsoever, unto John Walford, and his heirs, upon the several trusts, &c. therein mentioned, that is to say, that the said J. Walford and his heirs should, out of the rents and profits of the said hereditaments and premises, pay one annuity or yearly sum of 200l. to his, the said testator's niece, Sarah, the widow of T. Bayley, and her assigns, during her life; and, subject to the said annuity, upon trust, during the life of his said niece Sarah Bayley, to pay the residue of the said rents and profits to his nieces Sarah Adams and Ann Dickin, daughters of Thomas Harper, the testator's brother-in-law, in equal shares; and, after the decease of his said niece S. Bayley, to the use of her second and other younger sons severally and successively in tail male; and in default of such issue to the use of his the said testator's godson, Thomas Harper Adams, son of his said niece S. Adams, during his life, with certain limitations over. The will then contained the following proviso: "Provided always, and my will is, and I do hereby empower the said John Walford and his heirs, to raise by sale of the timber and other trees growing upon my estate at W. aforesaid, the sum of 1,000l., which I give and bequeath, and also the principal sum of 1,000l. now due to me from Sir R. Hill, Bart., unto Francis Dickin, son of the said A. Dickin, to be paid to him when he shall attain the age of twenty-four years, but with interest for the same in the meantime." And the testator, after giving certain pecuniary legacies, gave all the residue of his personal estate, subject to the payment of his legacies, debts, funeral and testamentary expenses, unto his said nieces, S. Adams and A. Dickin, equally to be divided between them, share and share alike; and he appointed the said T. Harper and Thomas Edwards executors of his will. The bill was filed by William Francis Dickin, the son of the said A. Dickin, claiming to be entitled to the legacy of 1,000l. directed to be raised by the sale of the timber at W; and after setting out the above will of the testator, T. Harper, it stated that the testator died in 1829, leaving the said S. Bayley his heiress-at-law, who was still living, but that there was no person in esse who was entitled as tenant in tail under the will to the premises at W; that the plaintiff W. F. Dickin was the son of the testa

tor's said niece A. Dickin, and the only son she ever had named Francis, and was the person intended by the name of F. Dickin in the will; that the plaintiff attained his age of twenty-four years in April 1844, and had thereby become entitled to the two legacies of 1,000l. each, given to him by the said will; that the will of the testator was proved on the 13th of May 1829, by both the executors therein named, of whom T. Harper had since died in December 1835; and that since his death, his receipts in respect of the testator's estate had been duly accounted for to the surviving executor. That the sum of 1,000l. due from Sir R. Hill had, with the consent of T. Edwards, the surviving executor, been paid to the plaintiff's father on behalf of the plaintiff as the legatee thereof, but that the other legacy of 1,000l., given to the plaintiff by the will, still remained due and owing. The bill then stated, that in addition to and besides the said sum of 1,000l. so bequeathed to the plaintiff, the testator was entitled to considerable personal estate, not specifically bequeathed, and greatly more than sufficient for the payment of the testator's debts, funeral and testamentary expenses, and all the legacies given by the will including the said legacy of 1,000l.; and that the executors had paid or set apart a sufficient sum to pay all the said testator's debts, &c., and all his legacies, except the said legacy of 1,000l., which remained due to the plaintiff; and that there still remained a large surplus in the hands of the surviving executor, who had paid parts thereof to the residuary legatees or parties claiming in their rights, and had thereby admitted assets to pay the said legacy of 1,000l. in full. The bill then stated that John Walford, the trustee of the premises at W., died in September 1836, having by his will devised all the messuages and hereditaments then vested in him as trustee for any person or persons, to H. J. Barker, his heirs, executors, and administrators, and appointed his son J. H. Walford, and his daughter Sarah Rebecca, wife of the said H. J. Barker, his executor and executrix; that upon the death of J. Walford his will was duly proved by the executor and executrix, and that H. J. Barker thereupon took upon himself to act, and had ever since acted as trustee of and in the execution of the trusts of the premises at W. under the will of the testator T.

Harper, and had ever since the death of J. Walford received the rents and profits of the said premises. The bill then charged that the personal estate and effects of T. Harper, the testator, were subject and applicable to the payment to the plaintiff of the said legacy of 1,000l. and interest, and that if by reason of the insufficiency of the value of the said timber, or from any other cause, the full amount of the said legacy of 1,000l. and interest, could not be raised by the sale of the said timber, the plaintiff was entitled to have the said amount, or so much thereof as the proceeds of such sale should be insufficient to pay and satisfy, paid and satisfied to him by the defendant T. Edwards, as the personal representative of the testator T. Harper, with and out of the personal estate of the said testator; and that the said T. Edwards by his conduct had, and ought to be held to have, admitted assets of the testator, come to his hands, sufficient for the payment aforesaid, and that he ought either to admit assets for that purpose, or to set forth the usual accounts of the testator's estate.

The bill, after charging that the said legacy of 1,000l. was a demonstrative legacy and not a specific one, prayed that the same might be decreed to be paid to the plaintiff, with interest from the time that the plaintiff attained his age of twenty-four years, together with the costs of the cause; and that the amount of such legacy, interest, and costs might be raised by sale of the timber, &c. on the estate at W., or a competent part thereof, &c.; and that if, from any cause, the full amount of the said legacy, and of such interest and costs, should not be paid by means of such sale, then that the same might be paid to the plaintiff out of the testator T. Harper's personal estate; and that the defendant, T. Edwards, might be decreed to pay the same; and that he might be declared to have admitted assets, &c., or for the usual accounts. To this bill the surviving executor, T. Edwards, put in an answer and demurrer, which, after admitting the execution of the will, and the title of the plaintiff to the 1,000l. by the will directed to be raised out of the timber upon the estate of W., proceeded as follows:-" And as to so much of the bill as prays, that if from any cause the whole amount of the legacy of 1,000l., and of such interest and costs as in the bill mentioned, shall not be

paid by means of such sale of timber, &c., as in the bill mentioned, the same, or so much thereof as shall not be so paid as aforesaid, may be paid to the plaintiff out of the testator T. Harper's personal estate, and that this defendant may be decreed to pay the same; and that this defendant may be declared to have admitted assets, or that an account may be taken of the personal estate of the testator T. Harper not specifically bequeathed, &c.; and that the same may be applied in payment, &c.; this defendant doth demur: and for cause of demurrer submits, that according to the true construction of the will of the said testator, the said testator's personal estate and effects are not applicable to the payment of the said legacy, or any part thereof, &c.

Mr. Tinney and Mr. Cankrien, for the demurrer, contended, that the 1,000l. was a charge exclusively upon the timber at W.; and that the personal estate was exempt; that to exempt the personal estate, it was not necessary that express words should be used; but that the intention must be gathered from the context of the whole will. And they cited

The Duke of Ancaster v. Mayer, 1 Bro.
C.C. 454.

M'Cleland v. Shaw, 2 Sch. & Lef. 538.
Tower v. Lord Rous, 18 Ves. 132.
Hancox v. Abbey, 11 Ves. 179.
Spurway v. Glynn, 9 Ibid. 483.
Gillaume v. Adderley, 15 Ibid. 384.
Bootle v. Blundell, 1 Mer. 210.
Mann v. Copland, 2 Mad. 223.
Savile v. Blacket, 1 P. Wms. 777.
Mayott v. Mayott, 2 Bro. C.C. 125.
Reade v. Litchfield, 3 Ves. 475.
Rickets v. Ladley, 3 Russ. 418.

Mr. Romilly and Mr. Bazalgette, in support of the bill, contended, that this was a general legacy, with a fund pointed out; and cited,

Ashburner v. M'Guire, 2 Bro. C.C. 108.
The Attorney General v. Parkin, Amb.
566.

Colvile v. Middleton, 3 Bea. 570.
Fowler v. Willoughby, 2 Sim. & Stu. 354.

s.c. 4 Law J. Rep. Chanc. 72.
Campbell v. Graham, 1 Russ. & Myl.
453; s.c. 9 Law J. Rep. Chanc. 234.
Rooke v. Worrall, 11 Sim. 216.
Mr. Tinney replied.

Dec. 4.-WIGRAM, V.C.-The first question to be decided in this case is, whether in that clause of the will which creates the charge of 1,000l., that sum is so bequeathed as to make it a charge upon the general personal estate of the testator, or whether the charge is not confined to the real estate. There can be no doubt that, where a testator bequeaths a sum of money in such manner as to shew a separate and independent intention that the money shall be paid at all events, that intention will not be controuled by a direction in the will that the money is to be raised in a particular way, or out of a particular fund; and however difficult it may be, in some of the reported cases, to discover the evidence of that separate and independent intention which the Court has ascribed to a testator, rather than allow the objects of his bounty to be disappointed, I understand the principle of all the decisions to be that which is relied on by Sir Thomas Plumer, in Mann v. Copland; and I think, with sufficient distinctness, by Lord Macclesfield, in Savile v. Blacket. But however that may be, it cannot, I apprehend, be denied, that if a testator simply charges his real estate with a sum of money, and gives the sum of money so charged to A. B., the real estate alone is chargeable with the payment, and the personal estate is not liable. In this case the testator directs the trustee to raise by the sale of timber on the estate at W. [see the will, supra.]—Unless, therefore, there be something in the will to shew that the personal estate was intended to be charged with the 1,000l. thereby directed to be raised out of the timber, the demurrer must be allowed. Now, the part of the will relied upon is that where the testator gives all the residue of his personal estate, subject to the payment of his legacies, &c., unto his nieces, Sarah Adams and Ann Dickin. For the purpose of determining the effect of this direction, I assume that I have put the right construction upon the clause I first considered; assuming that, I cannot distinguish this case. from Hancox v. Abbey. The legacies, subject to which the residuary personal estate is given, are those to which the personal immediately antecedent, and not the 1,000%., estate was liable; namely, the legacies which, by the hypothesis, is a charge exclusively upon the real estate.

Demurrer allowed.

Supplemental Bill-Company-Appeal. Plaintiffs, whose bill had been dismissed, but who had appealed from the decision, applied for leave to file a supplemental bill, for the purpose of bringing before the Court a report made by the defendants, a public company, at one of their general meetings, by the statements in which, the matters in dispute would probably be materially affected. It having been shewn that the plaintiffs had knowledge of the report before the suit was instituted, the Court would not, primâ facie, be disposed to grant such application; but the defendants being required by their act of incorporation, to enter such report in their books, and they having omitted to do so, the application was granted, the question of costs being reserved till the hearing.

The object of this suit was to have the specific performance of an alleged agreement which the plaintiffs contended to have been entered into between them and the defendants. While the bill, by which the Railway Company were afterwards incorporated, was before a committee of the House of Lords, the Canal Company opposed it, and it stood over for a few days, in order that the parties might have an opportunity of entering into some arrangement. Messrs. Badger & Vickers, the solicitors for the Railway Company, made certain proposals to Mr. Bernard John Wake, who was the law clerk of the Canal Company, and died in January 1842. Mr. B. J. Wake consulted Lord Wharncliffe respecting the propriety of acceding to the terms of these proposals. No further opposition was offered to the bill, and it was passed shortly afterwards. The chief question in the cause was, whether, at an interview which had taken place between the solicitors of the two companies, these proposals had been accepted, or whether the solicitor of the Canal Company had declined them, and the negotiation was thereby broken off. The Railway Company insisted that no final agreement had been come to.

NEW SERIES, XIV.-CHANC.

The Master of the Rolls delivered his judgment on the 4th of December 1841, and was of opinion that no agreement was proved, and dismissed the bill with costs. The plaintiffs appealed from that decision.

The first general meeting of the shareholders of the Railway Company took place in the month of August 1836; and in the report which was then read to the meeting, and in the resolutions which were passed at it, reference was made to the negotiations between that company and the Canal Company; but neither the report nor the resolutions were referred to in the bill. By their act of parliament, the Railway Company were required to enter the reports and resolutions in their minute books; but neither the report nor the resolutions were entered as required.

In an affidavit of Mr. Bernard Wake, clerk to Mr. William Wake, the present law clerk of the Canal Company, it was stated that he had no knowledge of this report, until the 28th of April 1842, when Mr. William Wake was in London, and a printed copy of the report was on that day left at his office at Sheffield.

The plaintiffs now applied to the Lord Chancellor, by motion, for leave to file a supplemental bill in the nature of a bill of review, for the purpose of introducing the report, and the resolutions passed at the general meeting of the Railway Company, in August 1836; and that, in the meantime, the hearing of the appeal might be postponed. From May 1836 up to May 1842, fifteen gentlemen had been directors of the Railway Company, of whom two were dead, and one (Mr. Parker) had removed to the neighbourhood of Derby. Ten of these gentlemen made an affidavit in support of the present application, in which they stated. that they had no knowledge of the report or of the resolutions, until after the hearing of the cause, before the Master of the Rolls, and they did not believe that any shareholders in the Canal Company knew anything about them. From the affidavits which were filed in opposition, it appeared that several of the shareholders in the Canal Company were also shareholders in the Railway Company: that printed copies of the report and resolutions were sent to all the shareholders in the Railway Company: that the report was printed at length in one

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