by itself, and its perusal, as an intellectual treat, apart from its professional value, leaves nothing to be desired. The judgment of Sir George Jessel, in Emma Silver Mining Co. v. Grant,3 has attracted much attention. of late, owing to the unprecedented number of limited companies formed for business and other purposes, by reason of the light it throws upon the fiduciary relationship of the promoter to the company he creates. Albert Grant, one of the defendants, was a banker and a promoter of companies, doing business under the name and style of Grant & Co., in London. The Emma Silver Mining Co. of the Territory of Utah, had been incorporated in the United States of America. Two of the owners of the company came to England to promote a company with the object of negotiating a sale to the company they sought to form. They entered into negotiation with the defendant, Grant. A new company was formed by him, in 1871, under the provisions of the Companies' Act. The price of the purchase of the old company was set at £1,000,000. In the prospectus of the new company, the nominal capital of the new company was defined at £1,000,000, divided into 50,000 shares of £20 each. The price of the old company was paid by cash £500,000 and the remaining half in fully paid up shares of the new company. The shareholders had not been informed by the promoter, Grant, that a commission of 20 per cent., or £200,000, had been paid him by the sellers of the old company. Grant not only formed the new company, but obtained, with one exception, the names of the directors, and these directors, as appeared in evidence, were not independent directors. This action was brought by the shareholders against Grant for refunding the commission of £200,000, involving other collateral questions. The following scathing denunciation of Jessel, at pp. '11 Ch. D. 605 (1878). 935 and 936, of his judgment, will be read with interest : "It is an unfair representation to hold out to the public that this is a sale of the mine-owners to the nominee for the company so to say, approved of and controlled by an eminent and independent body of directors. The whole of it is, in my opinion, an untruthful representation by reason of the suppression and concealment of truth; not untruthful in the sense of direct falsehood, but untruthful because it is intended to convey to the public an impression different from the reality, and because it is known by the person who conveys it, or ought to be known by him, to be materially different from that which was the real state of the case. .. Mr. Grant becomes a trustee, agent, or person in a fiduciary position as regards the company, one who undertakes a duty towards the company of such a character as incapacitates him from making a secret profit at the expense of the company. . . . He is undoubtedly a promoter, and, as a promoter, as the man who has formed the company, he cannot take a secret profit; he must let his company know what profit he has taken, and deal with them, so to say, at arms' length." In the well-known case, Jessel further remarked. Sombrero Phosphate Co. v. Erlanger, Lord Justice James says: "A promoter is in a fiduciary relation to the company which he promotes or causes to come into existence. If that promoter has a property which he desires to sell to the company, it is quite open to him to do so; but upon him, as upon any other person in a fiduciary position, it is incumbent to make full and fair disclosures of his interest and position with respect to that property. I can see no difference in this respect between a promoter and a trustee, steward or agent." Lord Chancellor Cairns, in speaking of the excellent results of the Judicature Acts, remarked :— "The change effected by them has satisfied me of the wisdom of Parliament in introducing this great legislation. There has been found, in their working, a degree of flexibility, of uniformity and of economy of judicial time, which has secured the best results." Without doubt the Court of Appeal of the High Court of Justice of Great Britain, as at present constituted, is the strongest and ablest Court of Appeal ever established, in the judicial annals of the nation. 5 Ch. D. 118. Well did Lord Justice Bowen say of it,-" It constitutes the pivot of our judicial system." Lord Chief Justice Cockburn, when presented with the freedom of the City of London, in referring to the Judicature Acts, said:-" They have in many respects brought the old maxims of the Common Law into harmony with the larger and more liberal principles of Equity. They have improved and simplified our procedure." These words are commendatory of the great Master of the Rolls. Chancellor Kent, in referring to late English reports, is reported as saying: "We should have known but very little of the great mind and varied accomplishments of Lord Mansfield if we had not been possessed of the faithful reports of his decisions. It is there that his title to the character of,- the founder of the commercial law of England' is verified. We find the higher Courts of English jurisprudence, as a general rule, presenting the image of the sanctity of a temple, where truth and justice seem to be enthroned and to be personified in their decrees." The inimitable judgments of Sir George Jessel, delivered in the High Court of Appeal, are deserving of like praise as that bestowed by Kent, in the above paragraph, upon Lord Mansfield; they should be studied by both Bench and Bar for their lucidity and elegance of style, as well as for their masterly grasp of legal principles. St. John, N.B. SILAS ALWARD. VOL. XXXVIII. C.L.T.-27 CURRENT COMMENTARY UPON ENGLISH AND CANADIAN DECISIONS.1 So far as the English decisions are concerned this month, our commentary will have to be like the famous chapter on "Snakes in Ireland" in the Life of St. Patrick, which consisted only of the words "there are no snakes in Ireland." No English Reports have come to hand since those we noticed in our May issue. CANADIAN DECISIONS.2 Indians-Liability under Provincial Acts. In the number of the D. L. R. issued on May 1st, the first case which seems to invite mention here is Rex v. Martin in which the Ontario Appellate Division decides that, although under item 24 of sec. 91 of the British North America Act the Dominion parliament is given exclusive legislative authority over" Indians," an Indian who commits an offence against a provincial Act beyond the limits of an Indian reserve, may be convicted and punished just as all other persons may. As Riddell, J., says (p. 639): "No statute of the provincial legislature dealing with Indians or their lands as such would be valid and effective; but there is no reason why general legislation may not affect them;" and he cites in support the principle of the decision of the Privy Council in Canadian Pacific R. W. Co. v. Bonsecours.* The aim of the Editor is to make this feature of the C. L. T. a really complete and conscientious review of recent English decisions likely to be of use to Canadian lawyers, so that readers of it from month to month may rely on no case important for them to be advised of, escaping their notice. Cases under the English Workmen's Compensation Act, 1906, are not considered as coming under this category. 2 As most of our subscribers have ready access to the Canadian Reports, it is not deemed necessary to review the Canadian cases in the same detail as the English. Only those which seem of special interest and importance will, therefore, be noticed. 3 39 D. L. R. 635. 4 [1899] A. C. 367, 372-3. Divorce-Jurisdiction of Manitoba Court to Grant. One other case in the D. L. R. number of May 1st must be noticed for it is of much social, as well as legal interest. It is Walker v. Walker" in which the Manitoba Court of Appeal unanimously held, in the first place, that the effect of the Dominion Act of 1888, 51 Vict. c. 33, was to introduce the English divorce law as it existed on July 15th, 1870, into Manitoba, that Act enacting by secs. 1 and 2 that— 1. Subject to the provisions of the next following section the laws of England relating to matters within the jurisdiction of the Parliament of Canada, as the same existed on July 15th, 1870, were from the said day and are in force in the province of Manitoba, in so far as the same are applicable to the said province. 2. Whenever, between the said day and March 1st, 1887, interest was payable in the said province by the agreement of parties or by law and no rate was fixed by such agreement or by such law, the rate of interest was six per centum per annum.' 6 Perdue, J.A. (at pp. 743-4), after referring to Watts v. Watts which held that a general enactment similar in effect to the above had introduced the English divorce law into British Columbia, says "Now, if the law of divorce was applicable in British Columbia in 1858, it was certainly applicable to Manitoba in 1870. There were, I understand, white settlers in Manitoba before there were any in British Columbia. The official report of the population of Manitoba in 1870, was 12,228. . . In 1871 it had increased to 25,228. But in the year 1888, when 51 Vict. c. 33 D. was enacted and came into force, the population of the province had greatly increased and constituted a modern, progressive community. There can be no question that the English divorce law was "applicable," in the sense of capable of being applied to Manitoba in 1888, and for many years prior thereto." In the second place, the Court held that the Court of Queen's Bench in Manitoba possesses, and has since 38 Vict. c. 12, Man., assented to on July 22nd, 1874, possessed sufficient jurisdiction and machinery to exercise the powers contained in the Imperial Divorce and Matrimonial Causes Act as it stood, with amendments, on July 15th, 1870; and that since Watts v. 5 39 D. L. R. 731. |