Charles John Rose of the rents of the leasehold house in South Lambeth. "And also part of my furniture," (naming what part). Now, it seems to me to be quite clear, as to these articles, that there is a gift of them to Charles John Rose; and I think there is equally a gift to him of the leasehold house by the terms, "rent of the house." An undefined gift of the rents of property is, according to the general rule, a gift of the absolute interest. So I think as to the leaseholds; the grandson James Rose is absolutely entitled to the leaseholds, Nos. 3 and 4, Symons Street, Chelsea, and Charles John Rose is entitled to the leasehold house at South Lambeth. Then we come to the question as to the Bank stock. The words are, "To Thomas James Rose the sum of 100%. Bank stock when he attains the age of twenty-one years." Stopping there, it is quite clear that is a gift of something to Thomas James Rose which she designates as 100%. Bank stock, contingent upon his attaining his age of twenty-one years, when it would become absolutely his; and then upon his death under twenty-one it was to go to the testatrix's grandson James Rose. On the death of Thomas J. Rose the expression is general. According to the plain rule of construction, if a sum of money is given to one upon attaining twenty-one years of age, and on his death to another, it means on his death under twenty-one. If he dies under twentyone, then it would go absolutely to James Rose, the grandson. Then the question is, what is 100%. Bank stock? It is said that this is not a specific legacy, as there is no Bank stock of the testatrix's existing. Now, one plain mode of construction is, that any term used by a testator is to receive its ordinary meaning unless controuled by the context, and shewn to be used in a different sense to its primary meaning. It is well known that the term "Bank stock" has a distinct meaning. There is a stock at the Bank of England designated by the term "Bank stock," and that term is quite well understood. The Court is in the habit of dealing with it, and the term is commonly used by testators, and the stock can at all times be purchased. Therefore the primary meaning is 100%. Bank stock. there anything then to controul that meaning? I see nothing whatever except this, that the testatrix had no Bank stock, although she had a certain quantity of Bank annuities. There is nothing in the context to shew that she had any stock which she meant to signify as Bank stock. If the legacy had been specific-if the testatrix had used the term my Bank stock, that would have made a difference, but still it would have been difficult to say that she intended to give either part of her Bank annuities. It is just the same as if she had said 100%. of any other stock, East India stock, for instance, or any stock which she was not possessed of. The effect of such a gift would be, that not being specific, the legacy must be made good out of the general assets of the testatrix. The decree will, therefore, be, that, according to the true construction of the will the said J. Rose has taken an absolute interest in the leasehold houses Nos. 3 and 4, Symons Street, Chelsea; that the bequest of 100%. Bank stock to the said T. J. Rose did not fail for uncertainty as to the subject-matter of the bequest, but that the said bequest is contingent on his attaining the age of twenty-one years, and that it will belong, in the event of his dying under twenty-one years, to J. Rose absolutely; that the true construction and meaning of the term Bank stock will not be satisfied by an appropriation of 100%. of the 2007. Bank 31. 5s. per cent. annuities which were standing in the name of the testatrix at the time of her death; but that the executors are bound to purchase 100l. of the capital or joint stock of the Governor and Company of the Bank of England to answer such bequest. FLEMING v. SELF. L.C. Municipal Building & Kert 53 LIEL F, a shareholder in a benefit building society, having had his shares advanced, mortgaged to the society certain leasehold houses to secure his future subscriptions and other payments; and in case of default, it 242 was declared that the mortgagees might receive the rents or sell; and thereupon all such monies thereafter to become due from F, under the rules of the society, should be considered as a present debt. The rules of the society provided that it should continue till each member could receive 100l. per share; that each member receiving his shares in advance should pay a monthly sum as redemption money, during the continuance of the society, in addition to his monthly subscriptions; and that every advanced member desirous of satisfying his securities should be awarded the same proportion of profits as a non-advanced withdrawing member. The directors resolved that the society might be expected to terminate in eleven years from its commencement; and that this term should be the basis on which to calculate the liabilities of members desirous of redeeming. In November 1852 the directors declared 12l. 10s. per share to be the amount of bonus or profit to be allowed to withdrawing members. F. then claimed to redeem upon the terms of paying all the subscription, redemption, and other monies payable by him to the society, and being allowed such bonuses upon his shares as, according to the rules and resolutions, were awarded to unadvanced members withdrawing:-Held (varying the decree below), that F. was entitled to the same bonus per share as, at the time of his notice to redeem, would have been payable to an unadvanced member withdrawing; and that he was liable to pay, as a present debt, the subscription, redemption, and other monies payable by members, during the longest period the society could possibly last. The provisions for arbitration of disputes between a friendly society and its members, in the 10 Geo. 4. c. 56. ss. 27, 28, incorporated into the Building Societies Acts by the 6 & 7 Will. 4. c. 32, do not apply to questions arising in a suit by a member against a building society for the redemption of a security given by him for his future contributions on his receiving his share in advance, because no means are provided for working out a decree for redemption, delivery of deeds, &c., and, therefore, the jurisdiction of a Court of equity is not ousted in such a case. This was a suit by T. B. Fleming, a shareholder in a benefit building society, called "The Camberwell Building and Investment Society," who had obtained advances upon his shares, and had executed two mortgages to the trustees of the society of certain leasehold property, to secure the payment of his future contributions to the society in respect of such advanced shares. By one of the mortgages it was recited, that the sums of money to be contributed by subscription in respect of each share in the funds of the said society, amounted to the sum of 100%.; and the said T. B. Fleming was entitled to receive out of the funds thereof the sum of 1,000l. in respect of ten shares; and that for the security of all the payments to become due in respect of the said shares, he had agreed to execute the assurance thereby made. The deed then contained an assignment by the plaintiff Fleming, to the trustees, of certain leasehold property, upon trust from time to time, so long as Fleming, his executors, &c. should duly make the several payments, and observe and perform the regulations prescribed in the articles of the said society in respect of the said shares, and also perform all the covenants therein contained, to permit him or them to hold the said premises and receive the rents thereof for his and their benefit; but if he or they should at any time thereafter fail to perform and keep all or any of the said covenants, or should neglect or refuse for the space of six calendar months to pay and perform all or any of the subscriptions, payments, or redemption money, and regulations, &c. then upon trust to appoint a person or persons to collect the rents of the said premises; but should the same rents be insufficient to satisfy the purposes aforesaid, then upon trust to sell as therein mentioned; and out of the rents of the said premises and of the money which should arise from such sale, first, to retain the costs, and "in the next place, to retain all such principal money, subscriptions, or other payments as shall have been advanced to, or shall be due from the said T. B. Fleming, his executors, &c., in respect of the said shares, it being agreed by the parties hereto that in case any such sale shall take place, all monies which may at any time afterwards become due from him or them, according to the rules of the said society, shall be considered as Fleming and his assign, Seagrave, filed the bill in Seagrave v. Pope (1), praying for a redemption of his mortgage security, upon payment of the amount actually advanced to him in respect of his ten shares, less the amount of subscriptions which, up to the time of redemption, became payable and had been actually paid in respect of such shares, and the proportion of profits in the society, to which he was entitled on account of such shares. The cause came on to be heard, before Truro, L.C., who held that the plaintiff was not entitled to redeem except upon the terms of paying all subscription and redemption monies, and other payments due and to become due during the probable duration of the society to be estimated by the Master; and his Lordship dismissed the bill. A full statement of the material rules of the society will be found in the report of Seagrave v. Pope; and it will be only necessary to set out in addition the following rule of the society :— "30. Reference of disputes to arbitration. That the directors for the time being, or the major part of them, shall determine all disputes which may arise respecting the construction of these rules or of any of the clauses, matters, or things herein contained, and also of any additions, alterations, or amendments, which shall or may hereafter arise between the trustees, officers, or other members of this society; and the decision of the directors, if satisfactory, shall be conclusive, but if not satisfactory, reference shall be made to arbitration, pursuant to the 10 Geo. 4. c. 56. s. 27; and at the first meeting of this society after the enrolment of these rules, five arbitrators shall be elected, none (1) 22 Law J. Rep. (N.S.) Chanc. 258. of the said arbitrators being beneficially interested, directly or indirectly, in the funds of this society; and in each case of dispute the names of arbitrators shall be written on pieces of paper, and placed in a box or glass, and the three whose names are first drawn by the complaining party, or some one appointed by him or her, shall be the arbitrators to decide the matter in dispute, whose decision or that of the major part of them shall be final." T. B. Fleming now filed the claim in this suit against G. Self and others, stating his two mortgages to the society, and that Self and the other defendants had been appointed trustees of the society in the place of Pope, Forbes and Fergusson, and that the said mortgaged premises were now vested in such new trustees; and also stating that at a meeting of the directors of the society, on the 16th of November 1848, it was resolved, "that, on mature consideration, it was the decided opinion of the directors that the duration of the Camberwell Building and Investment Society could not be expected to terminate at an earlier period than eleven years from its commencement; and that the said term of eleven years should be adopted as the basis upon which the directors would make all their future calculations for the purpose of ascertaining the liability of any of their fellow members who might be desirous of redeeming their property and satisfying the claims of the society as specified in their mortgage deeds ;" and stating that the directors, by their annual report issued in November 1852, declared 127. 10s. per share to be the amount which they awarded to members who might thereafter withdraw from the society; and that by the rules of the society, if any member should be desirous of satisfying the securities which should have been given for any shares which he might have purchased, and should give notice of such desire to the directors, they should within one month thereafter award to him the same proportion of profits per share as was allowed on the withdrawal of unpurchased shares; that the plaintiff gave such notice in writing on the 7th of March 1853, having then paid up all his subscriptions and other monies due to the society; and that computing the duration of the society to be eleven years, according to the aforesaid resolution his future subscriptions and redemption monies would amount to 180%. in respect of his fifteen shares. The claim also stated, that at a meeting of the directors, held on the 2nd of May 1853, it was resolved that any member who should be desirous of withdrawing from the said society any share or shares which should not have been purchased according to rule 9, should be allowed to do so upon giving one month's notice in writing to the secretary of his or her intention, in order that the same might be laid before the next directors' meeting, and the money subscribed in respect of such share or shares should be repaid to such member; and that a bonus of 251. per share in addition to the amount so subscribed should be awarded to each member on the withdrawal of their respective shares between the date of the said resolution and the month of October following; and it was resolved that a copy of the said resolution should be forwarded by the secretary to each member of the society; that at another meeting of the said society, on the 5th of September 1853, the bonus or share of profits to withdrawing members was declared to be 321. per share; and that subsequently divers shares were withdrawn upon the last-mentioned terms. The plaintiff claimed to be entitled to redeem his said mortgaged property, and to have all the deeds and other documents relating to his securities delivered up to him, and to have a receipt or acknowledgment indorsed on the said mortgages in accordance with the rules of the society, and to have allowed to him the same amount of bonus or proportion of profits upon each of his fifteen shares as according to the rules of the society and the resolutions of the directors was allowed to withdrawing members whose shares had not been purchased or taken up as provided by the said rules, and, after deducting the subscription and other monies, if any, which might be payable by him from the amount of the said bonuses, to have the balance paid to him; the plaintiff, nevertheless, submitting to redeem the mortgaged premises, and to pay and satisfy the said mortgage securities upon such terms and in such manner as the Court might think fit. The claim came on for hearing, before Wood, V.C., in April 1854, when his Honour held that the plaintiff was not entitled to the account of the profits asked for by the claim, and that the subscription and other monies payable by the plaintiff were to be calculated according to the probable duration of the society, to be estimated by the Master, as in Mosley v. Baker (2). The plaintiff appealed from this decision. Mr. Daniel and Mr. Hardy appeared for the plaintiff, and Mr. Rolt and Mr. T. H. Terrell for the defendants. Nov. 21.-The LORD CHANCELLOR.The question in this case is, as to the terms on which the plaintiff is entitled to redeem certain property mortgaged by him to the defendants. The defendants are the trustees of the Camberwell Building Society, and the plaintiff is one of its members. The building society exists under the provisions of the 6 & 7 Will. 4. c. 32, the material sections of which are these:-The 1st section begins by reciting that " certain societies commonly called building societies have been established in different parts of the kingdom, principally amongst the industrious classes, for the purpose of raising, by small periodical subscriptions, a fund to assist the members thereof in obtaining a small freehold or leasehold property, and that it is expedient to afford encouragement and protection to such societies;" and then it enacts, "That it shall and may be lawful for any number of persons in Great Britain and Ireland to form themselves into and establish societies for the purpose of raising, by the monthly or other subscriptions of the several members of such societies, shares not exceeding the value of 1501. for each share, such subscriptions not to exceed in the whole 20s. per month for each share, a stock or fund for the purpose of enabling each member thereof to receive, out of the funds of such society, the amount or value of his or her share or shares therein, to erect or purchase one or more dwelling-house or dwelling-houses, (2) 1 Hall & Tw. 301; s. c. 18 Law J. Rep. (N.S.) Chanc. 457. or other real or leasehold estate, to be secured by way of mortgage to such society," the whole language is so excessively confused that, in truth, looking at it grammatically, it is unintelligible" until the amount or value of his or her shares shall have been fully repaid to such society, with the interest thereon, and all fines or other payments incurred in respect thereof, and to and for the several members of each society from time to time to assemble together, and to make, ordain, and constitute such and wholesome rules and reguproper lations," &c. Then they are to regulate the forms of conveyance. Then it is provided that on the mortgages which are made, when they are paid off, receipts may be indorsed without any further reconveyance. The principle, therefore, is this: members subscribe monthly sums, which are accumulated till the fund is sufficient to give a stipulated sum to each member, and then the whole is divided amongst them. In the society now in question, the sum to be raised for each member is 100l. If this were all, it would be a very simple transaction-mere accumulation; and the only question would be to invest the sum subscribed to the greatest advantage. But this is not all. One main object is to enable members to obtain their 1007. by anticipation, on their allowing a large discount. For this purpose, when a sufficient fund is in the hands of the treasurer, the members who desire to get their shares in advance bid, by a sort of auction, the sum which they are ready to allow as discount; and the highest bidder obtains the advance. Thus, if at the end of the year a sum of 5001. is in the hands of the treasurer, arising from the monthly subscriptions, and the holder of ten shares is willing to allow a discount of 50l. per cent. (no one offering more), the 500l. is or may be advanced to him, being 50l. in satisfaction of each of his ten shares. For this accommodation he is bound to pay monthly, until a fund is raised sufficient to give 100l. per share to all the other members, not only his original monthly subscription, but also a further monthly sum, called redemption. The statute provides that the shares shall not in any society exceed 150l. each. In this society the shares are fixed by the rules at 100%. The amount of monthly NEW SERIES, XXIV.-CHANO. subscription and redemption money is fixed by the rules of each society. Here the monthly subscription in respect of each share was 8s. 6d., and the monthly redemption-money 3s. 6d. So that the monthly payment by each member, who does not receive his share in advance, is 8s. 6d.; and to those who have an advanced share it is 8s. 6d. plus 3s. 6d.— that is, 12s. If, after such an advance as I have supposed, no further advances were made, the natural course of the society would be that the members, other than the holder of the ten shares, would continue their monthly subscriptions, and the holder of the ten shares would continue his monthly subscriptions and redemption money until the fund thus raised should be suffi cient to pay 1007. per share to every other member than the holder of the ten satisfied shares. Thus, if there were 100 shares at the end of the first year, and there was 500l. in hand, the condition of each shareholder, before an advance, would be that he would be bound to pay 8s. 6d. per month-about 51. per year until by means of these payments and the 500l. in hand, the requisite amount, that is, 10,000l., being 1007. upon each 100%. share, should have been raised by accumulation. After the advance, the condition of every shareholder other than the holder of the ten advanced shares is, that he is to contribute his monthly payments until they, together with the monthly payments and redemption money contributed by the holder of the advanced shares are sufficient to realize, not 10,000l., but 9,000l., that is, 100l. for each share other than the ten shares of the advanced member, whose shares will have been already satisfied by the 500l. He loses the interest in that 500l. advanced to the holder of the ten shares; but on the other hand, the sum to be raised is only 9,000l., instead of 10,000l., and the monthly contribution is increased by the amount of the redemption money paid by the member who has received his ten shares in advance. Further advances are made from time to time as funds are accumulated; and, as members are inclined to give high discount in order to obtain payment of their shares by anticipation, the gain to the society arises mainly from the high rate of discount F |