ROBINSON V. MONTGOMERYSHIRE BREWERY Co. [He also referred to Perry-Herrick v. Attwood (8).] VAUGHAN WILLIAMS, J.-There is a certain amount of ambiguity about the facts here, but I think the essential facts are tolerably clear. The company wanted a sum of 3,000l., and was minded to see whether Messrs. Power & Clegg, of Manchester, who had acted occasionally as its brokers, were willing to advance the amount. I take it for granted that the company knew perfectly well that it was quite likely, as a matter of business, that if Messrs. Power & Clegg advanced this money they would do so not out of their moneys in their hands or to their credit, but would obtain it from some person with whom they had business connections. In this state of things Power put himself in communication with Gillies; and having done so, instead of asking him to advance the sum of 3,000l., the amount desired by the company, he asked and obtained 6,000l. from him. There is no sort of imputation cast on Gillies. It is practically conceded that he acted in a perfectly straightforward manner, and it is not suggested that he knew of any limitation as to the amount which the company desired to obtain, or that he had knowledge of any facts which would have put him upon enquiry which he abstained from making. There is a sort of sugges tion that he was guilty of negligence in not seeing that the 6,000l. which he advanced came to the hands of the company, but under the circumstances it does not seem to me he was under any obligation to see that the money came to the hands of the company, and if so there was no negligence. He was asked to advance a larger sum than 6,000l., and he declined, saying the utmost he could do was to advance within twenty-five per cent. of the face value of the security he was to receive. He was invited to make the advance upon the security of this debenture. He was willing to do so, but said that the debenture must be deposited with some trustworthy person before he actually advanced the money. Upon that, some communication must have taken (8) 27 L. J. Ch. 121; 2 De G. & J. 21. place, the nature of which exactly I do not know, between Power & Clegg and the company, the result of which was that the secretary of the company was entrusted with this document, which he took to Manchester, and handed to the manager of the London and North-Western Bank. The certificate was made out in the name of Gillies, which must of course have been supplied by Power & Clegg. I find in the register of mortgages on March 25 an entry in the name of "William Don Gillies"; the amount in the entry stated as received originally was 8,000l., and the amount of charge 8,000l. The figure 8 of the 8,000 has been altered to 3 apparently by some one else, and obviously at a different time. Upon the certificate being deposited Gillies advanced the 6,000l. Some question has been raised as to whether Gillies knew that the money was to be advanced to the company. I do not know if it is of very great importance to decide this question. I have no doubt that he knew in one sense that the money was to go to the company, because the original certificate issued by the company to him as his security was in his own name; but what were the exact relations between Power & Clegg and the company I do not suppose he knew, and I really do not think he was bound to enquire. It was sufficient for him that the company entrusted Power with the certificate; and under these circumstances it appears to me that Gillies had a right to suppose that this certificate was one which the company intended Power should deal with on the basis that he was the person entitled to deal with it. If the company wished in any way to limit the rights of Gillies, who received the certificate from Power, it should have done so. When persons fill up a certificate of this kind, at the instance of a third party, the duty is on them to take care that the third party, who obtains the certificate and hands it on, gives notice to the recipient of any restrictions, not on the face of the document itself, which are necessary for their own protection. If they do not choose to do so, they cannot be heard to say that the person dealing with them upon the faith of the representation con ROBINSON v. MONTGOMERYSHIRE BREWERY Co. tained in the document is not entitled to so deal. The instant that he does do so they ought to be held responsible. I do not know that there is any need for me to deal at any length with the nature of this document, but I may as well say that, according to my understanding, it is clearly not a negotiable instrument. The rights given under it are equitable rights, except in so far as the document creates an express relation between the company and Gillies. It seems to me that in this particular case, quite apart from any question of what might be the rights of a person who was the mere bearer of this document, it is plain upon the face of it that it does establish a relation, and a contractual relation, between Gillies and the company. In that state of things, this document having been thus issued by the company to Gillies, and purporting upon the face of it to shew that Gillies is the registered holder of 8,0001. of this stock, it seems to me that if Gillies had bought this out and out from Power & Clegg, and he had had no notice of any transaction between Power & Clegg and the company, it could not be argued that he would not have been the holder for value of this amount of stock. He did not do that; he did not buy out and out; he advanced 6,000l., and it seems to me that he is entitled prima facie to the benefit of this document just as if he had bought it. But then it is said, without denying this proposition, that in this particular case Gillies had notice of something which prevents him taking advantage of this document beyond 3,000l. It is said that he had notice that Power & Clegg were pledgees of this document to that extent, and further, that if he had that notice he cannot recover more than 3,000l. I entirely agree, but I do not agree in the conclusion, because, in my judgment, he had no notice of the sort. Then it is said that Gillies, even if he had not notice that Power & Clegg were the pledgees of this document, had notice that Power & Clegg were the a agents of the company and agents raising money for the company, and under those circumstances it was his business to ascertain what were the limits of their authority. Again I say, without disputing at all that that would be the position of Gillies, I cannot draw the inference, because I do not agree that he had any such notice. As I have already said, he had notice in a sense that this money was being raised for the company, but he had no notice beyond that. It seems to me that the one fact which was present to his mind was the fact that the company deliberately put Power in a position to represent that this amount of stock was standing in the name of him, Gillies; and it seems to me, that if that was all he knew, if he had bought the document out and out for 8,000l., he would have been entitled to prove for the full amount. I do not myself see that the mere fact that he was asked by Power to advance 6,0007. on this document for 8,000l., and his saying that he would do so upon the certificate being deposited with some one for him, put him on further enquiry. It seems to me that the moment the certificate was produced to the depositary he had a right to assume that the company authorised Power to deal with this document, and it was the business of the company to take care that any limitations were conveyed to Gillies, and not Gillies' business to enquire. Therefore Gillies is entitled to prove for the full amount of 8,000l. until he obtains dividends not exceeding 6,000. and interest. With regard to the suggestion that even if the company is bound the debenture-holders are not, it seems to me that the case of Mowatt v. Castle Steel and Iron Works Co. (7), cited in support of the proposition, has no application. There the debentures were not issued at all, and it was sought to say that there was an estoppel; but it was held that, however much that estoppel might bind the company, it did not in any way bind the debenture holders. In the present case the debenture has been issued, and the only question is the quantum for which Gillies is entitled to prove-that is, the amount of the advance in respect of which he is entitled to claim. It seems to me that if the company have-as in my judgment they have-put Power & Clegg in the position of masters of this document, and that they could do what they liked, and Jackson, the harbour-master, on November 22, 1895. Thereupon the defendant company's managing director, Mr. Rickman, on November 23, wrote the following letter: ROBINSON v. MONTGOMERYSHIRE BREWERY CO. Power & Clegg have borrowed 6,000l. upon it, Gillies is entitled to prove for 6,000l. But whether his right against the company is based upon estoppel or not, it binds the debenture-holders just as much as it does the company. acted upon the faith of this certificate, which undoubtedly gives him the right to be treated as a debenture-stock-holder, and in regard to the quantum the estoppel binds not only the company, but the debenture-holders. Gillies - DOUGLASS v. PINTSCH'S PATENT LIGHTING CO., LIMITED. Patent Threat of Proceedings - No Reference to Patents-Injunction against Continuance of Threats-Patents, Designs, and Trade Marks Act, 1883 (46 & 47 Vict. c. 57), s. 32. A letter may constitute a threat of legal proceedings within the meaning of section 32 of the Patents, Designs, and Trade Marks Act, 1883, although it does not in terms refer to any patent or state that patent rights have been infringed. The defendant company were the owners of certain patent rights in connection with gas buoy lanterns, which, however, had expired in 1890, and they had also some unexpired patents for improvements. The company had from time to time supplied these lanterns, together with plans and specifications, to the Trinity House, to which the plaintiff was consulting engineer. In November, 1895, both plaintiff and defendants were endeavouring to secure a contract for the supply of gas buoy lanterns to Fleetwood Harbour. In this the plaintiff was successful, and the defendant company were so informed by Captain "Captain Jackson. I "Dear Sir, I am in receipt of your letter of yesterday's date, and am very sorry to hear what has happened. I think, at any rate, you might have asked me a price for my gas buoy lanterns. am very much afraid that the matter will lead to a great deal of difficulty and some unpleasantness and ill-feeling, and you must not be surprised if this company applies for an injunction against Mr. Douglass to restrain him from selling his gas buoy lanterns." On the same date Mr. Rickman wrote to another customer in almost identical terms. Mr. Douglass brought an action under section 32 of the Patents, Designs, and Trade Marks Act, 1883, to restrain the defendants from threatening his customers. At the trial Mr. Rickman swore that when he wrote the letters complained of he was not thinking of the patent, but that he was under the impression that the plaintiff had taken advantage of his position at the Trinity House to copy the defendant company's plans, and that the defendants had a right to an injunction against him on grounds of public policy, inasmuch as the corporation was a Government department. This was corroborated by the solicitor whom he consulted, and it was proved that a case had been laid before counsel on this supposition. On the other hand, Mr. Douglass entirely repudiated the conduct imputed to him, and the suggestion was abandoned at the trial. Moulton, Q.C., and A. J. Walter, for the plaintiff.-The letters amount to a threat within the meaning of section 32. Neville, Q.C., and A. R. Kirby, for the defendants.--The letters had reference only to the supposed right to an injunction on the ground of public policy. They contain no allusion to the defendants' patents, and cannot fairly be construed to amount to a threat to proceed under that head. They were written bona fide under a belief that the plaintiff was misusing his position. be another ground-namely, the plaintiff's position in the Trinity House. But though this idea did occur to him, I am satisfied that when he wrote the letter he had the patents in his mind, and intended the person receiving it to understand that the plaintiff could not sell without infringing. As a fact, I come to the conclusion that the plaintiff has brought his case within section 32; and the defendants not having proceeded to action, I grant an injunction to restrain the defendants, their servants, and agents from threatening the plaintiff with any legal proceedings or liability in respect of any manufacture, use, sale, or purchase of the gas buoy lanterns referred to in the statement of claim. DOUGLASS v. PINTSCH'S PATENT LIGHTING CO. ROMER, J.-The conclusion I come to is that the plaintiff is entitled to relief. It is true that the letter of November 23, 1895, does not in terms specify the patents then belonging to the defendants, or refer to any patents in particular, nor was it written on behalf of the defendants claiming as patentees. But the natural effect of the letter on any ordinary person's mind would be that the threat of proceedings concerned rights of the defendants as patentees. Mr. Rickman says that he had not the patents in his mind when he wrote the letter; but I distrust his memory, and I think that he did so have them in his mind, and that he knew what the natural effect of his letter would be. He intended to lead the person to whom the letter was addressed to believe that the company were claiming to be patentees of the gas buoy lanterns which the plaintiff was going to sell, and he intended that his letter should have the effect of stopping or hampering the proposed sale. He had doubts in his mind whether the existing patents would enable the company to restrain the plaintiff, and he did not wish to act up to the threats in the letter on the ground of the patents. It had occurred to him that there might Solicitors-Bridger & Son, for plaintiff; Blyth, [Reported by A. L. Morris, Esq., Barrister-at-Law. THE INDEX TO THE SUBJECTS OF THE CASES IN CHANCERY DIVISION, AND ON APPEAL THEREFROM IN THE COURT OF APPEAL AND THE HOUSE OF LORDS. Appeal-leave to appeal after expiration of VOL. 65.-CHANC. patent: particulars of objections : Leave to amend refused. Ibid. costs of cross-notice to vary judgment. improper appeal: solicitor ordered to new trustees. See TRUST AND TRUSTEE. Apportionment-administration: stock sold cum Where, in the ordinary course of the execu- But in special circumstances-eg. where the 3 Q |