officers had caused the new lawyers to be appointed, I determined that if the other lawyers did not do their work satisfactorily I would turn to you. I watched the opportunity; the opportunity came. You were sent for. That is all there is to it." My story illustrates that it is impossible to tell how a lawyer's good work is going to make clients, but he may be perfectly certain that it will strike somewhere and some time.

There is another thing-something that brings such misery that it seems I must speak of it. It is the debts or incidental money that the lawyer collects for his clients. When you collect money for your client, pay him the money the same day, or at least the next day or as soon as possible. That is the rule that I have adopted, simply because I have seen in my younger days the misery that is caused by other men using their clients' money. The moment you get money pay it to your client. Pay it over. If you keep it in your hands, see that it is kept entire and not touched. If you are hard up, borrow money but don't use your clients' money. Then you avoid all temptation. They have meant well when they used their clients' money; but then the client called for it and they could not pay it back on the instant; then came lies, then perjury, then defalcation and embezzlement, dishonour and death. How many have gone that way; and it is in carelessness about collections that the first false step is generally taken.

There is one other thought to remember, gentlemen, and that is that when you begin your practice it is to be for a lifetime. It is not with the expectation of making money quickly. It is going to be years. You may be fifteen years getting on your feet. To be sure, you have got fifteen or twenty profitable years after that. But your profitable years will come only after you are forty or forty-five. You will then earn the rewards for the work you have done. You will be favoured with your clients. No man is so happy as the professional man who stands well in his profession, knowing that he has earned all that he has got in reputation or in money. Build for that thirty or forty years and you will build firmly.

But do not forget that you can build but slowly. The first year I practised my receipts were $273. The second year I received $400. The third year I received $460. The fourth year it was $720. In a year or two more it was

$1,800; the next year $2,100; the next year $2,200; the next year $3,300. That was about ten years from the time I began. Then it reached $1,000, then $1,500, then $5,000, then $6,000, then $7,000, then $10,000; and I am not going any further this evening.

FRANK J. LOESCH.

CAN A COMPANY BE "RESPECTABLE"?

The decision of the English Court of Appeal in Willmott V. London Road Car Co. (Times 14th Oct.) restores companies to the list of "respectable and responsible persons to whom leases may properly be assigned, and gives the company in each particular case the opportunity of proving that it is in fact respectable and responsible. Apart from the decision of Romer, J., in Harrison, Ainslie & Co. v. Corporation of Barrow-in-Furness, 39 W. R. 250, it would, perhaps, have been difficult to raise any question on the point, and that decision really states no reasons. A lease of land, with an iron furnace and mill, and certain water rights for the purpose of working the mill, contained a covenant on the part of the lessees not to assign or underlet the same without the previous consent in writing of the lessors, but such consent was not to be unreasonably refused, or refused to "a person of responsibility and respectability." This proviso joined both forms which are in common use, and left the lessees at liberty to assign the lease without consent either if the consent was unreasonably refused, or if it was refused in the case of a person of responsibility and respectability. Romer, J., held that the lessors were entitled on both grounds to refuse to consent to the assignment of the lease to the Barrow Corporation. He took the question of responsibility and respectability first. "No doubt," he said, "for many purposes the word "person" includes a corporation, as, for example, for the purposes of the Conveyancing Act, 1881. But looking at the particular lease, I have to decide whether the corporation

VOL. XXXI. C.L.T.-3

of Barrow-in-Furness falls within the definition of a person of responsibility and respectability." I think not. The corporation cannot under the terms of the lease, and in view of the facts, be said to come within the fair meaning of these words." But no reason for this conclusion was suggested. The learned Judge went on to consider whether the consent was unreasonably withheld, and he answered this also against the corporation. The corporation had agreed not to use the water rights included in the lease, and hence they could not work the mill as contemplated by the lease.

But the consideration just mentioned, though it was doubtless relevant with regard to the refusal of consent being reasonable, had nothing to do with the question whether the corporation was "a person of responsibility and respectability." Nor is it easy to see how the terms of the particular lease could affect this question. Of course the amount of rent is important in deciding whether a proposed assignee is "responsible." He may be responsible if the rent is £50, but not if it is £500; and when the premises are to be used for a purpose-which renders a company clearly ineligibleas where they are to be used only by a doctor-this may lead to a corresponding restriction in the meaning of the word "person." In this way the terms of the particular lease may exclude a company. But when the premises are to be used for a business, there is nothing in the context to cut down the ordinary meaning of "person." A company can carry on business as well as an individual, and it is no objection, so far as the words in question go, that the company cannot or will not in fact carry on the business. An individual, also, may refuse to carry on the business usually carried on upon the premises, but while this may be a ground for saying that a refusal of consent is reasonable, it does not touch the question of responsibility and respectability. If the lessor wishes to secure the continued use of the premises for a particular purpose, he can do so by express provision.

The decision in Harrison, Ainslie & Co. v. Corporation of Barrow-in-Furness was followed by Neville. J., in the present case of Willmott v. London Road Car Co. (supra). There the plaintiff in May, 1900, granted a lease of premises for sixty-two years, and the lessee covenanted to use them only for the business of a job-master and livery-stable keeper, and not to assign without consent, but consent was

not to be withheld in respect of a respectable and responsible person. In 1901 the premises were, with the consent of the lessor, assigned to the Road Car Co. In 1909 that company, being on the point of selling their undertaking to the London General Omnibus Co., applied to the lessor for his consent to the assignment of the lease, and this was refused. Subsequently the sale was completed, and the omnibus company went into possession of the premises. The lessor brought the action to recover possession for breach of covenant, and the defendants counterclaimed for a declaration that they were entitled to assign to the omnibus company. Neville, J., followed Harrison, Ainslie & Co. v. Corporation of Barrow-in-Furness (supra), and held that the omnibus company was not a person within the meaning of the proviso. But the Court of Appeal have set aside the subtleties of construction which that case suggests, and have followed the plain meaning of the words. The word "person" includes both natural and artificial persons. This, indeed, is elementary, and under a power to lease to any "person" a lease may be granted to a company: Re Jeffcock's Trusts (51 L. J. Ch. 507). There is no reason for restricting the term in a proviso as to assignment. And a company can be both respectable and responsible. The Master of the Rolls pointed out that the right of a company to sue for a fibel calculated to injure its business reputation: South Hetton Coal Co. v. North-Eastern News Association (1894 1 Q. B. 133), implied that it could have a reputation, and could therefore be respectable. And responsibility is a matter which can be predicated of a company just as much as of an individual. Hence the proviso allowing an assignment to a person of responsibility and respectability must be applied in the case of a company in the same manner as an individual. Whether the company can or will use the premises for a particular purpose is not in general material. The user of the premises depends on the other terms of the lease, unless, as already pointed out, the lease is of such a character that the holder of it must necessarily be an individual. In all other cases a company may be the assignee if it in fact satisfies the tests of respectability and respon

sibility.

MCFARLAND V. THE BANK OF MONTREAL AND THE ROYAL TRUST COMPANY.*

Canada-Bank-Contract between Banks-Pledge or Sale of Assets-Bank Act (R. S. C.) 1906, ch. 29.

By an agreement made between the Ontario Bank and the Bank of Montreal dated October 13, 1906, it was recited that the directors of the Ontario Bank deemed it necessary and expedient to make immediate provision for payment or taking up of its debts and liabilities, and had applied to the Bank of Montreal for that purpose, and had exhibited to the Bank of Montreal a statement of its assets and liabilities, and that the Bank of Ontario had since carried on its business in the ordinary course. The agreement then provided by clause 2 that "in consideration of the premises, the Bank of Montreal hereby agrees to purchase by way of discount and of rediscount at the rate of 6 per cent. all the call and current loans, and overdue debts of the Ontario Bank existing at the close of business on October 12th, 1906." This clause and the immediately following clauses provided for advances to be made by the Bank of Montreal and the security it was to receive therefor. By clause 9, the Ontario Bank agreed to discontinue business except for the purpose of selling and realising on its assets and for furnishing the money necessary for the payment of its notes in circulation, debts, liabilities, and obligations, including advances owing to the Bank of Montreal. Clause 15 bound the Bank of Montreal to account to the Ontario Bank for any surplus realised from the securities transferred to it under the agreement; and clause 16 provided for the payment by the Bank of Montreal to the Ontario Bank of $150,000 for any

*27 T. L. R. 55.