no proof, be so. Is there, then, any evidence from which you can conclude that Lady Anson ever had any interest in the mines conveyed to her? The history of the mine int much explained; but it appears that one Thomas had something to do with it in 1822, before the company was thought of, and we hear of no one else. It is not pretended that Lady Anson derived any interest from any one else, and it is not clear, even, that he had any. If he had none, he could communicate none; if he had any, Lady Anson would be liable or not, as he had transmitted it to her or not. His name is not on the certificates; they do not profess to pass anything from him or to make him accountable for the money paid upon them, or from the profits arising from the mine. Directors are mentioned, bat he is not shown to be one of them or in any way connected with them. The certificates, therefore, which clearly do not in themselves pass any interest, seem not even to furnish any evidence that an interest had passed from Thomas, or from any one else, to Lady Anson. See this case reported in 1 Moody & M., N. P. C. 96. The question which you have to consider is, whether it is made out to your satisfaction that Lady Anson had any interest in the mine? I think it is not." The plaintiff's counsel then elected to be nonsuited. It was F. POLLOCK now moved to set aside the nonsuit. not necessary to show that any formal conveyance was executed in order to vest in the defendant an interest in the mine; for the parties engaged in this undertaking may have worked under a license and without having any legal interest in the soil: Doe, Dem., Hanley v. Wood, 2 B. & A. 724. It was sufficient, therefore, to show that the defendant had agreed to participate in the profits of working the mine. Now there was evidence to show that the defendant had entered into an undertaking, with others working the mine, to pa:ticipate with them in the profits of the mine. chased shares and had spoken of those shares. against her that she had an interest in the working of the mine, and if so, then the articles were supplied for her benefit. LORD TENTERDEN, C. J. She had purThat is evidence The plaintiff, at the time when he supplied the goods, did not know that the defendant either had or thought she had any interest in the mine. He did not, therefore, supply the goods on her credit. The fact of her having thought that she had such an interest, that being wholly unknown to the plaintiff at the time when he supplied the goods, will not make her liable for those goods. Her having expressed an opinion that she was so might be prima facie evidence that she had an interest, but the other facts in the case show that she had not any interest. She thought she had an interest because she had paid her deposits and received the certificates, but those certificates pass no interest whatever. It did not appear who the directors were, or that they had any authority to issue such certificates. The defendant, therefore, had no interest in this mine, and is not liable in this action. Rule refused. FEREDAY ET AL. V. WIGHTWICK ET AL. (1 Russell & M. 45. 1 Tamlyn, 250. High Court of Chancery, 1829.) All property of a trading concern, whether real or personal, is partnership assets and is to be first applied in satisfaction of the partnership demands. Incidents of mining partnerships. A mining concern differs from a common partnership in that: 1. The shares are assignable. 2. The death or bankruptcy of a holder of shares does not operate as a dissolution, although it is in the nature of a trading concern. 2 Lien of partner. When a managing partner, a co-lessee, working mines, becomes indebted to the concern, his interest in the partnership is in the first place applicable to satisfy his debt to the concern. Usury. Annuity for years originating in an agreement for a loan, and producing more than a return of the principal and five per cent. interest, is usurious. "I confess," says Sir J. Leach, M. R., "I have for some years, notwithstanding older authorities, considered it to be settled that all property, whatever might be its nature, purchased with partnership capital for the purposes of the partnership trade, continued to be partnership capital and to have to every intent the quality of personal estate; and in the case of Fereday v. Wightwick I had no intention to confine the principle to the partnership demands. Lord Eldon has, certainly upon several occasions, expressed such an opinion, etc., and general convenience requires that this principle should be adhered to." Phillips v. Phillips, 1 Myl. & K. 649, 663. But where parties, being tenants in common of land, agree to carry on farming business, which is not a trade, in partnership, and afterward carry on some trade, as collateral to and arising out of the principal business of farming upon the land, the land is not converted into personalty: Randall v. Randall, 7 Sim. 271. 2 Duryea v. Burt, 11 M. R. 395. In this case six persons, having taken a lease for years of certain mines, and also another lease of the surface lands under which the mines were situated, worked these mines and occupied the surface lands as a joint and partnership concern, dividing the same among them in equal shares. One of these six persons, Turton by name, assigned his shares by way of security for money advanced, and then became bankrupt. He had been manager of the concern, and was greatly indebted to it at the time of his bankruptcy. The present bill was filed by such of the original partners as continued to be interested in the concern, and by other persons who either were the representatives of deceased original partners, or claimed as purchasers of shares. The prayer was that the partnership property might be sold and the partnership accounts taken, and that it might be declared that the shares of the partner who had become bankrupt, ought, in the first place, to be applied in repaying to the partnership the debt which he had incurred in the management of the concern. The principal question in the cause was, whether the plaintiffs were entitled to the relief last stated. The defendants, who claimed under the bankrupt partner, insisting that the common principles of partnership were not applicable, to the case of mines, which were of the nature of real property. Mr. BICKERSTETH and Mr. ROLFE, for the plaintiffs. Mr. LOVAT, for defendants in the same interest with the plaintiffs. Mr. TINNEY, for the assignees of Turton. Mr. PEMBERTON and Mr. WILSON, for incumbrancers of Turton's shares, contra. THE MASTER OF THE ROLLS. The general principle is that all property, acquired for the purpose of a trading concern, whether it be of a personal or real nature, is to be considered as partnership property, and is to be first applied accordingly in satisfaction of the demands of the partnership. It is true a mining concern differs in some particulars from a common partnership. The shares are assignable and the death or bankruptcy of the holder of shares does not operate as a dissolution, but it has been repeat edly held to be in the nature of a trading concern. In Crawshay v. Maule, Lord Eldon expressed a doubt whether, if persons previously entitled as tenants in common to mines were to form a mining concern, the general principles of a partnership would apply to such a case, and I am not aware that the particular point has ever been decided; but the distinction here is, that the interest in the mines was expressly acquired for the purpose of a partnership, and the general principle is therefore to be applied to it. The defendant Wightwick claimed under Turton, as the purchaser of an annuity of £664, 18s. for the term of eleven years and a half. This annuity was secured on Turton's shares, and the consideration paid for it was a sum of £4,000. The purchase deed contained a covenant to pay the annuity half yearly; and the bankrupt also gave to the purchaser twenty-three promissory notes, being each for a half year's payment, payable respectively at the successive times when the successive half yearly installments of the annuity would become due. It appeared in evidence that the twenty-three half yearly payments would pay the sum of £4,000, together with interest at nearly £12 per cent. per annum, and a question was made whether this transaction was usurious. THE MASTER OF THE ROLLS.-With respect to this question of usury, I shall not refer to the old cases which have been cited. This, in effect, is an agreement to repay the principal sum of £4,000, with interest, by twenty-three installments; and as it appears that the interest thus paid will exceed legal interest, the transaction is plainly usurious. See Challingworth v. Challingworth, 8 Sim. 404. FAWCETT V. WHITEHOUSE. (1 Russell & M. 132. High Court of Chancery, 1829.) ' Clandestine bonus to partner. A person employed, on behalf of himself and his copartners, in negotiating the terms of a lease, is not entitled to stipulate clandestinely with the lessors for any private advantage to himself. Where, therefore, a sum of £12.000 was paid in pursuance of such stipulation, the party receiving it was declared to hold it in trust for the partnership. 2 Retiring and incoming partners as parties. Before the transaction was discovered one of the partners withdrew, and subsequently another partner assigned a share in the stock and in his proportion of this claim to persons then admitted into the concern. Held, that the retiring, the continuing and the new partners were properly joined as co-plaintiffs in a suit to have the trust declared. Messrs. Knight & Co. were lessees for a long term under Hill and Hopkins, of certain lands and mineral property, with the iron works and furnaces thereunto belonging, situate at Verteg, in the County of Monmouth, where they carried on extensive business as iron masters for a number of years. Latterly, however, they had found the works to be unprofitab'e and had, in consequence, discontinued their operations; and as the premises were subject to a hea y rent, they became anxious to relieve themselves from further liability by dissolving the company, and giving up or assigning their lease. With that view they set on foot a variety of negotiations with different persons, chiefly through the agency of Don'amin Whitehouse, whom they employed to look out for some enterprising capitalist who might take the property off their hands; and finally, in November, 1818, they concluded an agreement, (which was afterward, on the 2d of February, 1819, carried into effect by a formal deed,) whereby, in consideration of the same yearly rents and covenants as were contained in their lease from Hill and Hopkins, they agreed to demise the lands, mines, and other premises comprised in that lease, together with certain contiguous freeholds of their own, unto William Fawcett, Charles Shand and the said B. Whitehouse, for a term of twenty-four years. Contemporaneously with 1 Colling v. Case, 1 M. R. 91: Caldwell v. Leiber, 7 Paige 48). |