Kennedy v De Trafford

[HOUSE OF LORDS.]

H.L,(B.) JOHN KENNEDY. » .» « » «© » «» APPELLANT;

1897 —
—~

Harel. 192 MARY ANNETTE DE TRAFFORD,
HENRY STOURTON (SINCE DECEASED) } RESPONDENTS.
AND JOSEPH BOTTOMLEY DODSON

Mortgage—Power of Sale—Sale to one of several Mortgagors—Tenants tie
Common—Purchase by One Co-Tenant—Mortgagee, Duties of.

The only obligation incumbent on a mortgagee selling under and in
pursuance of a power of sale in his mortgage is that he should act in good’
faith. In determining whether the mortgagee’s conduct in that respect
comes up to the required standard regard must be had to the circumstances
of the particular case.

Mortgagees under a mortgage by two tenants in common, one of whom
became bankrupt, sold by private contract to the other for a sum equal to:
the exact amount due in respect of the mortgage for principal, interest
and costs, the bulk of the purchase-money being left on the security of the
property :— ;:

Held, under the circumstances that the transaction was a proper exercise:

. of the power of sale, and that the sale was valid for all purposes, giving
rise to no claim on the part of the bankrupt’s estate either against the
mortgagees or against the purchaser.

There is no fiduciary relation between tenants in common of real estate:
as such. Nor can one tenant in common of real estate by leaving the
management of the property in the hands of his co-tenant impose upon
him an obligation of a fiduciary character.

3 The decision of the Court of Appeal, [1896] 1 Ch. 762, affirmed.

In 1877, Carswell and the respondent Dodson, tenants in
common in fee of freehold property in Manchester, mortgaged
it to Sir H. de Trafford for 60,000/., with a proviso for redemp-
tion and re-conveyance to the mortgagors as tenants in common,
and the usual power of sale after six months’ notice.

In 1886 Carswell was adjudicated bankrupt, and the appellant
was subsequently appointed his trustee. Sir H. de Trafford
having died his executors (now represented by the respondent
De Trafford) in 1886 gave notice to pay off the mortgage. In
1887 the mortgagees were threatening foreclosure. The

appellant having declined to redeem, the mortgagees in July
1888 gave to him and to Dodson notice of their intention to

A.C. AND PRIVY COUNCIL.

181

sell (if they could obtain principal, interest and costs) in the H. 1.)

terms set out in Lord Herschell’s judgment. Having advertised
for tenders the mortgagees in 1889 sold under their power of
sale to Dodson for the amount due for principal, interest and
costs, 54,000/. being left on mortgage and the rest paid off.
Before the sale the appellant was informed of all the particulars,
except the name of the purchaser. In 1891 he discovered that
the purchaser was Dodson, and in 1895 he brought this action
in the County Palatine of Lancaster against the respondents,
claiming (inter alia) to set aside the sale as invalid; redemption
and a sale; alternatively, damages against the mortgagees for
negligence in the exercise of the power of sale.

The Vice-Chancellor being of opinion upon the evidence that
Dodson stood in a fiduciary relation towards the appellant,
made an order declaring (inter alia) that the sale was not a due
exercise of the power of sale and ought to be set aside; and
that Dodson was not entitled to retain for his sole benefit the
entirety of the property or of the equity of redemption, but
that the appellant was entitled to an undivided moiety thereof,
subject to the amount owing under or by virtue of the sale;
and he ordered accordingly. The Court of Appeal (Lindley,
Kay and A. L. Smith L.JJ.) reversed this decision and dis-
yissed the action with costs. (1)

On the argument of the present appeal by the plaintiff the
main contention on his behalf was that Dodson had collected
the rents and managed the property as agent for the appellant
and also for the mortgagees, but as will be seen their Lordships
thought that there was no evidence whatever of this.

March. 18, 19. Farwell Q.C. and A. C. Maberly for the
appellant. The evidence shews that the respondent Dodson
received the rents and managed the property as agent at first
for his co-owner and the appellant in succession, and latterly
for the mortgagees. Thus he stood in a fiduciary relation to
those persons who were his principals, and he could not buy
the property. Having once acquired knowledge in that fiduciary
yelation he could not use it for his own advantage after the

(1) [1896] 1 Ch. 762.

1897
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v.
Dr Trar-

FORD,

182

- Hy)
1897

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KENNEDY
Vv
Dr TRAF-
FORD.

HOUSE OF LORDS [1897]

agency ceased. These propositions are too well established to be
now disputed: Hx parte Lacey (1); Eyre v. M‘Donnell (2) ;
Orme v. Wright (8); Carter v. Palmer (4); Martinson v.
Clowes. (5) If the sale cannot now be set aside the appellant is
entitled to share the benefit of Dodson’s purchase. .

Independently of agency a tenant in common stands in a
fiduciary relation to his co-tenant. One of several tenants in
common who distrains is bailiff for the others: Leigh v.
Shepherd (6); 2 Co. Litt. 166a. In cases of limited ownership
there is a duty to act for the benefit of the whole interests. One
of two tenants in common cannot ‘“ without the consent of the
other buy in an outstanding title and appropriate the whole
subject to himself”’; such a purchase will enure to their common
benefit: per Chancellor Kent in Van Horne v. Fonda. (7) There
is no decision to that effect in the English Courts with regard
to tenants in common, but the doctrine has been applied in
England to the case of the renewal of a lease by one of
several persons jointly interested in a lease: Palmer vy.
Young (8); Hamilton v. Denny (9); and see notes to Keech v.
Sandford (Rumford Market case). (10) If a mortgagee renews
a lease, the renewal will be for the mortgagor’s benefit:
Rushworth’s Case. (11)

The sale was at an undervalue. The mortgagees did not
take all reasonable pains to secure a purchaser at the best price
as they were bound to do: Farrar v. Farrars, Limited. (12)
The transaction was really not a sale but a redemption, being
for the exact amount due for principal, interest and costs, and
was in pursuance of a scheme by Dodson to get a redemption
for his sole benefit, which should have been for the benefit of
both co-owners. |

Warmington @.C. and T. Clarkson for the respondent De
Trafford, and Astbury Q.C. and G. Dodson for the respondent
Dodson, were not heard.

(1) (1802) 6 Ves. 625. (7) (1821) 5 Johns. Ch. (N.Y.) 388, 406.
(2) (1864) 15 Ir. Ch. Rep. 534. (8) (1684) 1 Vern. 276.

(3) (1839) 3 Jur. 19, 972. (9) (1809) 1 Ball & B. 199.

(4) (1841) 8 Cl. & F. 657, 705. (10) (1726) 1 W. & TT. 6th ed. pp. 53, 58.
(5) (1882) 21 Ch. D. 857. (11) (1676) Freem. Ch. 12.

(6) (1821) 2B. & B. 465, (12) (1888) 40 Ch. D. 395.

A. ©. AND PRIVY COUNCIL.

183

Lorp HzarscHetn. My Lords, I confess I think this as H.L.(&)

hopeless an appeal as has ever been presented to your Lord-
ships.

The action is brought against the mortgagees of some pro-
perty in Manchester to set aside a sale made by them under
the power of sale contained in their mortgage deed. The
property mortgaged was held by two persons, the defendant
Dodson and a Mr. Carswell, as tenants incommon. They were
co-owners, each possessing an undivided moiety. The mort-
gage was for a sum of 60,000/. to Sir Humphrey de Trafford,
who is represented, he being dead, by the respondent De
Trafford. It appears that the mortgagees became uneasy about
their security, it matters not why, and gave notice calling in
the money and pressing for payment. Payment was not
made. Various proposals from time to time were made, none
of which came to any effect. At the time to which I am
referring Carswell had transferred his interest by a voluntary
settlement to Brown, and he afterwards became bankrupt, and
on the occasion of his bankruptcy Dr. Kennedy, the appellant,
was appointed trustee.

The rents no doubt were collected from time to time by
Dodson, one of the defendants in this action, and one of the
co-owners. I will come in a moment to the circumstances
under which they were collected, but I will deal first with the
questions raised with regard to the circumstances of the sale.
Having, as I have said, called in their money, and payment
not having been made, as they desired to reduce the mortgage
debt, the mortgagees, then represented by their solicitor Mr.
Taylor, stated that they must be paid the rents of the property
as received instead of their being held by the co-owners for
their own benefit subject to the payment of the interest.
Accordingly, from a date in the year 1887, the rents were paid
over from time to time by Mr. Dodson, who received them, to
the mortgagees. But they were not satisfied to let that state
of things continue indefinitely ; they kept pressing for payment
and insisting upon payment. Ultimately they gave notice that
they would take proceedings to foreclose. It was suggested
that there should be a conveyance of the equity of redemption

1897
waa
Krnnepy
Uy
Dr Trar-
FORD.

184

H. L. (E)
1897

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KENNEDY

uv,
De TRaAr-
FORD.

Lord Herschell.

HOUSE OF LORDS [1897]

to save the trouble of foreclosing. Then they gave to Dr.
Kennedy, the trustee in the bankruptcy who represented one
moiety, this notice: ‘Our clients’ instructions are to realize
this security if they can obtain principal, interest and costs.
Is Mr. Carswell’s trustee’’ (that is Kennedy) “‘ prepared to pay
them off? If not we shall forthwith endeavour to effect a
sale by private treaty. We are writing a similar letter to
Mr. Dodson.” There was a similar letter written to Mr.
Dodson.

Now, the mortgagees having given that distinct notice that
unless the parties came forward and paid off the mortgage they
were prepared to sell at a price which would realize principal,
interest and costs, it seems that at a somewhat later period
Mr. Dodson entered into negotiations to become himself the
purchaser of the property, and ultimately an arrangement was
come to in December, 1888, according to which the mortgagees
were willing to sell to Dodson for the amount of principal,
interest and costs, and they were willing to leave 54,0001. of
the money on mortgage after the sale was completed. Mr.
Dodson wished for some delay in order to be able to be in a
position to carry out that arrangement, and it was agreed that
the matter should be completed in the following April. In
the month of February, 1889, a communication was made to
Dr. Kennedy, or to his solicitors (it matters not which), that
the mortgagees were negotiating a sale on the basis of payment
of an amount equal to principal, interest and costs; so that
that was known to Dr. Kennedy in February, 1889. In May
the transaction was completed by a conveyance. In the autumn
of 1891 Dr. Kennedy took his first step in the way of making
inquiries as to what the mortgagees had done, with a view to
this action, which was afterwards brought.

My Lords, the appellant seeks to set aside the mortgage, on
the ground that the mortgagees have been guilty of a breach
of duty in relation to this sale. First of all it is said that they
have sold at an undervalue, and that that sale at an under-
value has arisen from their not discharging the duties incum-
bent upon them as mortgagees. Now, it is not disputed that
they sold in good faith. They did not intend to do anything

A.C. AND PRIVY COUNCIL.

else but properly exercise the power of sale vested in them
under their mortgage. But it is alleged that they did not
put up the premises for sale by auction, that they only inserted
two advertisements inviting a sale by tender, and that they
ultimately sold for the amount of principal, interest and costs
to Mr. Dodson.

My Lords, I am myself disposed to think that if a mort-
gagee in exercising his power of sale exercises it in good faith,
without any intention of dealing unfairly by his mortgagor, it
would be very difficult indeed, if not impossible, to establish
that he had been guilty of any breach of duty towards the
mortgagor. Lindley L.J., in the Court below, says that ‘it
is not right or proper or legal for him either fraudulently or
wilfully or recklessly to sacrifice the property of the mort-
gagor.”” Well, I think that is all covered really by his exer-
cising the power committed to him in good faith. It is very
difficult to define exhaustively all that would be included in the
words “good faith,” but I think it would be unreasonable to
require the mortgagee to do more than exercise his power of
sale in that fashion. Of course, if he wilfully and recklessly
deals with the property in such a manner that the interests
of the mortgagor are sacrificed, I should say that he had not
been exercising his power of sale in good faith.

My Lords, it is not necessary in this case to give an exhaus-
tive definition of the duties of a mortgagee to a mortgagor,
because it appears to me that, if you were to accept the defini-
tion of them for which the appellant contends, namely, that
the mortgagee is bound to take reasonable precautions in the
exercise of his power of sale, as well as to act in good faith,
still in this case he did take reasonable precautions. Of course,
all the circumstances of the case must be looked at. To sell in
the manner in which the sale here took place might, let us
assume for the moment, be under some circumstances improper.
What we have to deal with are the existing circumstances.
Now here there are the two co-owners, who are not acting in
all respects harmoniously together. The mortgagee communi-
eates what he is about to do to each of these co-owners. He
tells each of them that he is preparing to sell, and that he is

185

H. L. (&.)
1897
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KENNEDY

Vv.
Der Trar-
FORD.

Lord Herschell.

186

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1897

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KENNEDY

u,
Der TRAF-
FORD.

Lord Herschell.

HOUSE OF LORDS [1897]

willing to take principal, interest and costs. To that he has
received from the present appellant no remonstrance, no answer.
Why is he to suppose for a moment that he would receive no
answer or remonstrance if Dr. Kennedy thought that selling on
such terms would be an improper sale as being at an under-
value, because it must be certain that more than that sum could.
easily be obtained ? It is obvious that where such a communi-
cation is made, and no answer is received and no objection put
forward, the mortgagee may very reasonably suppose that no
objection can be taken, and that nobody considers that he will
be selling at an undervalue if he sells for principal, interest
and costs. My Lords, having regard to the notice given under
those circumstances to Dr. Kennedy, and to the fact that he
had heard in February, 1889, that the property was being sold.
for principal, interest and costs, and then took no objection to
it, it seems to me preposterous for him to come forward at this
time of day and allege that he has a right on that ground to
insist that the sale is invalid on the ground that the mortgagee
did not take proper precautions in making the sale.

But then it is said that the sale was made to a person who
was incapable of buying, because he was in a fiduciary relation,
and that that fiduciary relation was known to the mortgagees
who sold. My Lords, I do not think it is established here
that there was a fiduciary relation between the defendant
Dodson and Kennedy. What are the facts? The mortgagors
are co-owners, and no doubt one co-owner, Mr. Dodson, had
been left by Carswell, in the first instance, I dare say, to collect
the rents. Afterwards an arrangement was come to between
him and Mr. Brown, who then represented Carswell’s interest,
that Dodson should collect the rents and pay the money into a
bank, and that each of them should draw on that account for
the expenses and for the division of the money which thus
belonged to them. But, my Lords, it is a fallacy altogether to
say that Dodson only got his right to collect the rents by virtue
of that arrangement. Dodson was an owner of this property—
the owner of an undivided moiety, it is true, but each owner of
an undivided moiety is none the less truly an owner—and Dodson
in collecting those rents and profits collected them in the right

Ae. AND PRIVY COUNCIL.

which he possessed as a co-owner of the property. He did not
need agency or the appointment of agent to justify him in
collecting those rents. If nothing had ever passed between the
two co-owners which constituted an authority from the one to
act for the other, his right to collect those rents would not
have been one jot or one tittle less than it was. No doubt an
" arrangement was come to that these rents when collected were
to be paid into a bank upon which both the co-owners were to
draw, but that was an arrangement that might have been put
an end tojat any time. It was merely an arrangement which
was come to by voluntary agreement between the two co-owners.
Each co-owner would have an obligation to account to the other
in respect of any rents he collected or moneys he received
under it,

So much, my Lords, for the relation between Dodson and
Brown prior to the bankruptcy, or prior to the date of the
setting aside of the voluntary agreement; but after that date
Dr. Kennedy became a co-owner, and there was no arrangement
between Dr. Kennedy and Mr. Dodson at all. What happened
was this—that the mortgagees had said to Dodson, ‘“‘ Now you
must pay over the rents to us in reduction of our mortgage debt
and payment of interest. You must no longer keep them or
pay them to your co-owner.” They were in a position to insist
upon that. Accordingly, they insisting upon that, Dodson did
deal in that way with the rents which he collected. That was
the state of things during the time that Kennedy was the co-
owner. Dodson not only never received any authority from
Kennedy to collect these rents, but he never did collect them
for Kennedy otherwise than as paying them over to the mort-
gagees to whom he was bound to pay them over. At all
events, it is enough to say that there is not a shadow of ground
for suggesting that during that time he was the agent of
Kennedy.

But then, my Lords, it is said that during that period he was
the agent of the mortgagees because, they having insisted that
he was to collect these rents and pay them over to them, he
became their agent in that respect. My Lords, it seems to me
to be clear that he was not their agent to collect these rents.

187

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1897

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KENNEDY

We
Dr Trar-
FORD.

Lord Herschell,

’

188

H. L. 2)
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JKENNEDY

OP
De Trar-
FORD.

Lord Herschell.

—_——

HOUSE OF LORDS [1897]

He collected these rents in his own right—the right he had as
owner. He was collecting his own rents. No doubt they had
insisted that those rents should be paid to them; but how the
fact that the mortgagees had said, ‘‘ When you have got your
rents, pay them to us,” made Dodson their agent to collect them,
Iam at aloss to see. Therefore, my Lords, I take it to be
abundantly clear that he was not the agent of the mortgagees
in collecting the rents any more than he was the agent of
Dr. Kennedy or than he had been the agent of Brown.

But then it is said, If you look at the evidence of Dodson you
will find that he said he was an agent. My Lords, I confess I
do not think it is of any importance to look at any particular
words of that sort used in evidence, especially when the words
originated with the counsel and did not originate with the
witness. No word is more commonly and constantly abused than
the word “‘agent.” A person may be spoken of as an “‘ agent,”
and no doubt in the popular sense of the word may properly be
said to be an ‘‘ agent,” although when it is attempted to suggest
that he is an “agent” under such circumstances as create the
legal obligations attaching to agency that use of the word is
only misleading. Therefore whatever expressions Dodson may
have used calling himself an agent, and however true or appli-
cable they may have been in a popular sense, in point of law
and in their legal sense they are meaningless. Dodson was
not the agent of Kennedy, and he was not the agent of the
mortgagees. If that be so, there is an end of the fiduciary
relationship which is supposed to prevent his being a purchaser.

My Lords, it is said in the present case, and I think that is
the only other point that is urged, that it was concealed by the
vendors, the mortgagees, from Kennedy that Dodson was the
person who was purchasing, although they informed Kennedy
that the purchase was being made and.they informed him of
the terms on which it was being made. It seems to me to be
utterly unimportant. If there was no fiduciary relation there
was no obligation to reveal the name; there was no right in
the other party to know it; there was no duty upon them to
communicate it.

Therefore, my Lords, it seems to me that all the grounds

A.C. AND PRIVY COUNCIL.

upon which the right to set aside this sale has been rested
utterly and entirely fail.

Another point has been raised—whether it arises upon the
pleadings or not seems very doubtful—namely, that whether
the sale is to be set aside or not Kennedy is entitled to claim
as against Dodson, that under the circumstances under which
Dodson bought he should be declared trustee of the one moiety
for Kennedy. My Lords, that depends in the first place upon
the question of the fiduciary relationship between them arising
out of what has been said to be the management of the property
and the collection of the rents. I have already, I think, suffi-
ciently dealt with that part of the case. It is quite clear that
in all the transactions for some time prior to this sale Dodson
was not in any sort of way acting for his co-owner; the two
were acting each for himself. The communications: from the
mortgagees were made to both of them, and so far from Dodson
acting as Dr. Kennedy’s agent, there was a certain amount of
hostility between them; at any rate, there was a want of
harmonious action.

But then it is said the mere fact that Kennedy was co-owner
with Dodson of this property creates such a relationship between
them that the one co-owner could not take this property and hold
it for himself, but that the other co-owner is entitled on equitable
grounds to have it declared that the benefit of one half of that
purchase should be his. My Lords, no authority has been
cited in support of such a proposition. Cases have been referred
to, of a very different description, where the owner of an estate
under a settlement, a tenant for life for example, has been held
incapable of obtaining an enlargement of that estate for himself
alone. It has been said that whatever benefit he gets must
enure to the benefit of all taking under the settlement. That
is a totally different case from this case.

The only authority, if it-can be so called, which has been
cited is the case before Chancellor Kent ; but he commences his
observations by saying that he is not going to lay down a
general rule which would be applicable to such a case as this.
He deals with the particular case, the circumstances of which
were peculiar and of immense complication, and he certainly

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Vv
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Lord Herschell.

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190 HOUSE OF LORDS [1897]

H.L.(E.) does not lay down any rule or doctrine of law which supports
1897 the argument which has been addressed to your Lordships. It
ast is not necessary to enter into the details of that case. It is
Deinar. Cnough to say that even if it is to be taken as enunciating a
rorv. rule of law which would be as applicable in this country as in
Lord Herschel. America, it does not enunciate any rule of law which would be
~ sufficient for the appellant in the present case.

My Lords, I think I have now covered the whole of the
ground, and it only remains for me to move your Lordships
that this judgment be affirmed and the appeal dismissed with
costs.

Lorp Macnacuten. My Lords, Iam of the same opinion.
Mr. Farwell has argued this case with his usual ability and his
usual fairness, but I must say that in the whole course of my
experience I have not met with a bolder or more hopeless
appeal. Certainly I never expected to find a proposition which
was once thought by a great judge to be so absurd as to suggest
a complete answer to a case that had in it some show and
appearance of justice, put forward in these latter days as the
foundation and starting-point of a serious argument in this
House.

In the case of M‘Mahon v. Burchell (1), before Lord Cotten-
ham, one tenant in common claimed rent from his co-tenant
who had been in occupation of the property. The Lord
Chancellor says: ‘‘I must therefore take it that the defendant
means to raise this proposition—that the fact of the ‘plaintiff
having occupied the house not in entirety but as a tenant in
common, makes him liable to his co-tenant. A case has been
referred to in which the Vice-Chancellor of England is repre-
sented to have so decided; but I cannot think that the Vice-
Chancellor can have laid down any such doctrine; for the
effect would be that one tenant in common, by keeping out of
the actual occupation of the premises, might convert the other
into his bailiff.”

My Lords, that which seemed to Lord Cottenham a reductio
ad absurdum was the very ground on which this case was

(1) (1846) 2 Ph. 127, 184.

A.C. AND PRIVY COUNCIL.

opened before your Lordships. It was said that Dr. Kennedy
took no part in the management of the property, that he kept
aloof and left everything to Dodson, and therefore Dodson was
his bailiff. That was the exact position which Mr. Farwell
in the opening of his case assigned to Dodson. My Lords,
there is no foundation for such a proposition in any of the
books or in any of the authorities that have been cited.

Nor is there anything in the other ground on which it was
attempted to rest the case, the doctrine of principal and agent.
In the whole of this bulky volume I cannot find a scrap of
evidence to shew that Dodson ever accepted the position of
agent in regard to Dr. Kennedy as his principal.

On both these grounds it appears to me that the case
entirely fails.

But I must say I rather think Dr. Kennedy did himself
injustice in saying that he left everything to Dodson. He put
his moiety up to auction. He employed his solicitors to dispose
of it, and I find a bill of costs which shews that they exerted
themselves thoroughly for several months, making inquiries
here, and making inquiries there, and doing everything that
could be expected from persons in their position. Their bill
begins in May 1888, and goes down to August. They get all
the documents, they write to all sorts of people, they receive
several answers, and they charge for several attendances; they
communicate with parties requiring particulars of the property,
and so on. The bill goes down to August 3, and then, on
August 10, there comes this letter from Taylor & Co. to
these gentlemen saying, ‘‘ As we have had no communication
from you in this matter since your client’s moiety was put up
to auction we presume he has abandoned the idea of purchasing,
and we shall now deal with the property as we think best in
the interests of our clients without any further notice to your
client.”” That letter was not answered. It appears to me that
as they received no answer to that letter the mortgagees were
justified in supposing that Dr. Kennedy had abandoned the
property for good and all; and thereupon they sold it, as I think
they were entitled to do, to Dodson. I think they did everything
that could reasonably be expected of them; but I agree with

194

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Lord
Macnaghten.

192

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Oe
Dr 'TRAP-
FORD.

Lord
Macnaghten,

HOUSE OF LORDS [1897]

what has fallen from my noble and learned Friend on the
Woolsack: if a mortgagee selling under a power of sale in his
mortgage takes pains to comply with the provisions of that
power and acts in good faith, I do not think his conduct in
regard to the sale can be impeached.

My Lords, I agree that this appeal must be dismissed with
costs.

Lorp Morris. My Lords, I concur. There is nothing that
I can add with advantage.

Lorp SHanp. My Lords, this case has formed the subject
of very full opinions in the Court of Appeal. After what your
Lordships have said I have nothing to add, except that I
entirely concur in what was said by the learned judges in the
Court below, and what has fallen from your Lordships.

Order appealed from affirmed and appeal
dismissed with costs.

- Lords’ Journals, March 49, 1897.

Solicitors for appellants: Chester, Mayhew, Broome ¢&
Griffiths, for Crofton, Craven & Worthington, Manchester.

Solicitor for respondent De Trafford: LZ. W. Byrne, for
Taylor, Kirkman & Colley, Manchester.

Solicitors for respondent Dodson: Pritchard, Englefield
& Co., for Boote é Edgar, Manchester.