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Lastly, in the Directors' Liability Act 1890, 53 & 54 Vict. c. 64, the sections appear at the commencement of the Act and are as follow:

(1) This Act may be cited as . . . &c.

(2) This Act shall be construed as one with the Companies Acts 1862 to 1890.'

Again, during 1892, a most useful bill became law as the Short Titles Act. It provides alternative modes of citation in respect of many Acts of Parliament. It will, for example, be correct for the future to allude to the famous statute of William and Mary as the 'Bill of Rights.'

The Short Titles Act also provides a short mode of citation for various groups of Acts, but in setting out the various Acts which may be cited as the 'Companies Acts 1862 to 1890,' the draftsman has omitted the Directors' Liability Act 1890 while including the two other Companies Acts of that year.

Fourthly as to the interdependence of the statutes. This is probably to the practising lawyer the most exasperating defect of all.

Recent examples are again sufficiently numerous. Thus the Stamp Act 1891 is by its longer title expressed to be 'An Act to consolidate the enactments granting and relating to the Stamp duties upon instruments, and certain other enactments relating to Stamp duties.'

Previous to the passing of this Act, the bulk of the law relating to stamp duties was contained in the Stamp Act 1870. The latter Act is almost totally repealed by the Stamp Act 1891; not altogether, however, sections 25 (3), 27, and 28, of the Act of 1870 are expressly left unrepealed. In spite of the alleged codification, it is therefore necessary for the practitioner to remember that the Stamp Act 1891, and the Stamp Duties Management Act 1891 do not form a complete code on stamps and stamp duties, but that in respect of one or two minor matters he must refer to the Stamp Act 1870.

The Housing of the Working Classes Act 1890 is another instance. This Act was passed to amend the short Act of 1885, which bears a similar title, and to incorporate some earlier Acts. The draftsman of the Act of 1890 is to be commended for the manner in which he has included in the Act (sec. 75) a provision (sec. 12) of the Act of 1885, which is repealed and thus re-enacted by the Act of 1890. By the use in the latter Act of the words, 'In any contract made after the fourteenth day of August 1885'-the date of the 1885 Act-this repealed provision of the 1885 Act is kept alive from the

moment of its birth as it were. Why then, with this excellent mode of repealing and re-enacting present in his mind, did the draftsman of the 1890 Act leave unrepealed five sections of the Act of 1885? The Housing of the Working Classes Act 1890 is also illustrative of another phase of interdependence. A house for the working classes is, in the above-mentioned section 75 of the Act, described as 'A house or part of a house at a rent not exceeding in England the sum named as the limit for the composition of rates by section 3 of the Poor Rate Assessment and Collection Rate 1869, and in Scotland or Ireland four pounds.' And it becomes necessary to refer to the last named Act for these particulars, which fix certain rents for certain of the cities of England therein named, and a rent of £8 for houses in any other part of England. It is hardly an excuse that in this matter the draftsman was repeating the exact wording of the Act of 1885.

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Similarly, the Law of Distress Amendment Act of 1888 refers for a description of goods thereafter exempt from distress to section 96 of the County Courts Act 1846, or any enactment amending or substituted for the same'; and curiously enough, by the County Courts Act 1888, passed within the following six days, section 96 of the Act of 1846 was repealed and re-enacted.

In conclusion, it may be remarked that the illustrations of imperfect legislation which appear in the foregoing pages are taken from sessions of Parliament previous to that of 1893, and they are therefore not affected by the peculiar difficulties in the way of careful legislation during that year.

In some instances the mere mention of the defect suggests its appropriate remedy, but it should not be impossible for those who make politics their business, to devise a scheme under which the majority, if not the whole, of the existing defects might be obviated.

It is not, I think, within my province to put forward such a scheme, but one or two suggestions tending towards a possible amelioration may not be altogether out of place.

1. It is still true, as Bagehot remarked, that the House of Commons tries too much'; witness the annual Expiring Laws Continuance Act.

It would be better to try less and do the work thoroughly.

2. The plan of carrying forward the unfinished bills of one Parliament to the same stage in the Parliament of the following year, is one which has been found to work well with private bills, has received the approval of the Associated Chambers of Commerce (at Cardiff, September 21, 1892), and might well be applied to public bills with a sufficient safeguard, e. g. a three-fifths majority at the second reading.

3. The employment of experts, which has also worked well, as instanced in the Conveyancing Acts, might be extended.

4. Greater encouragement should be given to the conversion into statute law of the various attempts by trained lawyers to codify particular topics of law, of which attempts the Bills of Exchange Act 1882, the Partnership Act 1890, and Judge Chalmers' Sale of Goods Bill, now before Parliament, may be cited as successful examples.

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5. Adopting the words of Professor A. V. Dicey in his Law of the Constitution,' with the reservation that in this case also safeguards would be required :—

'The substance no less than the form of the law would, it is probable, be a great deal improved if the executive government of England could, like that of France, by means of decrees, ordinances or proclamations having the force of law, work out the detailed application of the general principles embodied in the Acts of the Legislature 1.

6. And, finally, if a much modified return were made to the ancient practice when the judges drew up the statutes at the end of the session; if all bills were retained, say, at the Report stage, until a committee, composed of the judges and of paid legal experts specially appointed, had examined them and had made such suggestions as might be necessary to obviate anomalies and carry out the apparent intention of the Legislature, we might, possibly, be a little nearer to the millennium foreshadowed so eloquently by Lord Brougham in his great speech upon 'The present state of the Law 2.' FRANCIS E. BRADLEY.

1 First Edition, page 49; which see, for a fuller exposition of Mr. Dicey's views. 2 House of Commons, Feb. 7, 1828: Speeches: A. and C. Black, 1838, Vol. II. p. 485.

TH

THE VAGLIANO CASE IN AUSTRALIA.

HE question under what circumstances the payee of a bill of exchange is to be deemed a fictitious or non-existing person so that the bill may be treated as payable to bearer was discussed at great length in the case of the Bank of England v. Vagliano1. That case had special reference to forged documents purporting to be bills of exchange properly so called. The question under what circumstances the principle laid down in that case is applicable to the payee of a cheque or of a promissory note was not then under consideration, but it is one of great importance in commercial transactions. The question as relating to promissory notes is of special importance in Australia, where promissory notes are used much more frequently than bills, and in business transactions are usually spoken of as bills; and this question has recently been engaging the attention of the Supreme Court of New South Wales.

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According to the decision of the House of Lords in Vagliano's case, although the person named as payee in a document purporting to be a bill, and to whose order the pretended bill is made payable on the face of it, is a real person, if he has not, and never was intended by the drawer to have, any right upon it, or arising out of it, he may be deemed to be a fictitious or nonexisting person' within the meaning of s. 7 (3) of the Bills of Exchange Act, 1882, and the document may be treated as a bill payable to bearer. Supposing a rogue instead of drawing a false bill and forging the drawer's name, and then obtaining a real acceptance, as Glyka did in that case, induces by false pretences a responsible person to make a promissory note payable to a certain firm or order, and then obtains possession of the note: does the fact that the firm has not and never was intended by the rogue to have any right upon the note or arising out of it, make the firm a fictitious or non-existing person' within the meaning of the section, and the note payable to bearer? Is it material to inquire whether the firm named is a real existing firm carrying on business, or whether it has ceased to carry on business, or whether it is altogether an imaginary firm, never having had any existence in fact? Or on the other hand, does the fact that the rogue is

1 '91, A. C. 107. [See LAW QUARTERLY REVIEW, vol. vii. p. 216.]

here no party to the instrument, and has not procured a forged bill to be accepted, but has by false pretences procured a real note to be made, render this case distinguishable from that of Vagliano?

These questions arose for decision recently in New South Wales in the case of the City Bank v. Rowan & another, which was argued and decided last March in the Supreme Court, constituted of Sir Frederick Darley, Chief Justice, Mr. Justice Innes and Mr. Justice Foster. The action was brought on a dishonoured promissory note for £574, dated December 22, 1891, made by the defendants payable to J. Shackell & Co. or order' four months after date, and purporting to be indorsed by J. Shackell & Co. to Jones & Co. and by the latter to the plaintiffs. The promissory note was made by the defendants under the following circumstances:-In December 1891, a man named William Shackell called on the defendants at their warehouse in Sydney, and represented that he had 150 bales of wool packs for sale on account of Messrs. James Shackell & Co., of Melbourne, and that he was related to Mr. J. Shackell of that firm; and negotiations for the sale of the bales to the defendants then took place. In the course of the negotiations William Shackell introduced to the defendants a man whom he represented to be a Mr. Jones, carrying on business as Jones & Co. who, he alleged, was the agent in Sydney for James Shackell & Co. The price of the wool packs being agreed upon a sale note was signed: 'William Shackell for James Shackell & Co.' The following day a document purporting to be a store warrant for the bales of wool packs was handed over to the defendants, who thereupon handed the promissory note, the subject of the action, to Jones, who gave a receipt for the promissory note which he signed: J. Shackell & Co., per Jones & Co.' The defendants shortly afterwards discovered that they had been the victims of a fraudulent conspiracy on the part of the two men, W. Shackell and Jones, who in fact had no wool packs to dispose of, and no authority to act for James Shackell & Co., or any other firm. W. Shackell was subsequently convicted of conspiracy, while Jones absconded. Meanwhile they had between them forged on the note one indorsement purporting to be that of J. Shackell & Co. without recourse,' and another indorsement purporting to be that of Jones & Co.,' and discounted the note with the plaintiff Bank at the current rate of discount, the Bank relying on the defendant's signature and discounting the note bona fide in the ordinary course of business. The defendants on becoming aware of the fraud and that the promissory note was under discount with the plaintiff Bank gave notice to the Bank on February 6, 1892, that they repudiated the contract of sale and any liability in respect of the note on the

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