was to be given, but only concurrently with the obligation to retire the outstanding bills of exchange. Everything was conditional upon the payment and retiring of the bills at maturity. They cited Barrow v. Coles, 3 Camp. 92; Bishop v. Shilito, cited in Hornblower v. Proud, 2 Ex parte Birmingham Gas Light and Coke Company, De Gex, Q.C. and Doria, appeared for the bank, who claimed to be entitled to whatever lien E. Lindsay possessed. He had a right to retain the ship until all the bills were paid, and the bank was also entitled to have the ship as security for the outstanding bills in their hands, without being compelled to complete the purchase. That was the common case of Ex parte Waring, and there was no necessity that there should be a double insolvency. The bank was entitled to the equities both of E. Lindsay and Marshall, Osborne, and Co., and to prove against both estates, and to take the composition under the one and the instalments under the other. They cited Powles v. Hargreaves, 22 L. T. Rep. 137; 3 De G. Ex parte Parr, Buck. 191; Ex parte Prescott, 1 M. & A. 316; Ex parte Perfect, 1 Mont. 25; Bank of Ireland v. Perry, 25 L. T. Rep. N. S. 845; Ex parte Smart, 28 L. T. Rep. N. S. 146; L. Rep. 8 Re Barned's Banking Company, 31 L. T. Rep. N. S. The Chief Judge.-After the very long argument that I have heard, it is satisfactory that one can bring the case back to a very simple shape. It appears that Lindsay agreed to build a ship for Messrs. Marshall, Osborne, and Co., for 7600l. If he build the ship they are to pay him 7600l., and if they do not pay him 7600l. the ship must remain his. That 7600l. has not been paid. Then, upon what ground could anyone claim to have any interest in the ship? It is one entire contract, and the substance of it is that which I have stated. The ship is, of course, proceeded with progressively; there is a stipulation for payment by way of advances as the ship proceeds. There is a stipulation that, to the extent of these advances, the purchasers shall have a lien on the ship. But all that is overridden by the general universal stipulation that, until you pay Lindsay 76007. that ship is not Messs. Marshall, Osborne, and Co.'s, nor any interest in the ship. They can claim nothing. Now, it seems to me that that disposes of the question altogether, because, unless that state of facts can be shaken, the case of Ex parte Waring cannot be resorted to, and no other principle of law need be resorted to. Lindsay is to build the ship, and, as in the course of building, expenses are incurred from day to day, as the ship proceeds advances are to be made. The agreement is so plain and so clear that it is impossible to have any doubt whatever on the subject. The 4th clause, namely, that upon which the learned judge of the court below relies most, is that which has furnished, to a great degree, the arguments I have listened to on the part of the respondent. It is this, that the vessel shall, from the time of giving or paying the first instalment by Messrs. Marshall, Osborne, and Co. to Lindsay, belong and be deemed in every respect, and for [CHAN. every and all purposes, to be the property of the said Messrs. Marshall. Osborne, and Co., to the extent of their advances. The meaning of that one knows well enough is to prevent any outside claim from being made upon the ship. Then, for the better identification of the said vessel, it is agreed that certain marks shall be put upon this vessel as soon as the keel is laid; but all this shall be subject nevertheless to the builder's lien for any unpaid instalment. There is a stipulation for the period within which the ship shall be completed, and there is expressed in the agreement the periods at which bills are to be given as the ship proceeds; and there is, moreover, this express agreement, that all the bills given during the construction of the vessel are to be returned by Messrs. Marshall, Osborne, and Co. at the comple. tion of the transfer, so that, although bills for 6000l., or any other sums, were to be given before the completion, yet when the vessel was completed, and when its delivery was asked for by the purchasers, the whole sum must have been paid to Lindsay. That is the very essence of the contract. And then what takes place is this: 100l. are paid, and at certain periods bills of exchange are given for other sums. These bills of exchange are discounted by the bankers in the most ordinary course of trade; there was no suggestion, no stipulation that these bills were given on the security of the ship, although the bills do, on the face of them, mention the ship then building, but without the remotest intention on the part of any. body, discounter, drawer, acceptor, or anybody, that there should be any connection between the moneys advanced on the security of the bills and the ship in course of building. It has been suggested, on the authority of Ex parte Waring, that the holders of these bills were entitled to a lien on the ship. What part of the ship, I ask? Because it goes only to the extent of the advances. That is clear in the stipalation. What part of the ship, then, are they entitled to? The ship is to be one entire substantive thing, and to be the builder's, notwithstanding what I have read that it should belong to the purchaser to the extent of the advances. It is the property of the builder until he is paid. The bankers say, that inasmuch as there has been a double insolvency and a double right of proof, they are entitled to apply the principle of Ex parte Waring to this case. In my opinion nothing can be more foreign to the principle of Ex parte Waring than the case now before me. The case of Ex parte Waring proceeds, not upon any favour to the bill-holders, but upon the equitable rights subsisting between the parties to the bills. The holders are disregarded for all purposes of legal claims, but in order, as Lord Eldon said- and that is the very marrow and point of his decision-to work out the equity between the persons liable in a matter in which they are both interested, but in which neither of them can claim the property, it must be realised for the benefit of the holders, to whom both are under an obligation to pay a share. There the equity is clear, and if there be any balance it is to be proved for in the ordinary way by the billholders. What has that to do with this case ? What equity subsists here? There are no equities, no legal rights that the purchaser of the ship can claim until he has paid 7600l. What can he do, although there is this stipulation in the 4th clause of the agreement? Can he sell any part of the ship thus said to belong to him? Could he interfere with what any assignee or contractor might do for the completion of the ship? The object and intention of that clause is perfectly obvious. Everybody knows it is to prevent the operation of the order and disposition clause, and consequently it is not infrequent that such a stipulation is made. It can, however, have no force with respect to the completion of the ship. With respect to the double insolvency, I quite agree that it is possible, as has been suggested to me, that assignees or other persons might lay their heads together and practice a fraud on persons holding bills. I have not the least reason to say that any such thing has been done here, and I find nothing whatever resembling it. What is the state of circumstances ? Mr. Marshall became insolvent. He is unable to pay his debts, and summons his creditors together, and they agree to take 58. in the pound; the billholders are bound by that agreement to the extent of Marshall's debts and his liability upon the bills. What is Mr. Marshall's position ? Here is a ship in course of building, of which a small part, less than one half of the agreement price, has been paid off and the bills which had been given have been discounted. All that he could by any possibility do was to pay the difference and insist upon the ship being completed for him, Marshall had not the means of completing the ship by paying the difference between the sums advanced by him, which certain right belonged to him, and the value of the ship. To relieve himself of the burden of this contract, he gives notice to the builders that he abandons the contract. He was free by means of the composition resolution, and he declines to have any responsibility whatever. Suppose it had been otherwise, and that his right and his interest in the contract, which revested in him by the composition, had been sold in any way, and he had bargained with anybody to sell his interest, would anybody say that the bankers, who had stipulated for nothing, and who knew of nothing, for so I must take it, had a lien ? Marshall might have entered into such a contract, Nobody can dispute that he did enter into an arrangement or engagement, whatever it might be called. That is perfectly clear on the facts. In my opinion, the case of Ex parte Waring contains law which has been very often misunderstood, but the principle of which has never been questioned. It has no sort of application to this case. If it had it would be directly in favour of the respondent, because the equitable and legal right arising out of the contract could not be arranged upon any other terms than the parties resolve. I decline to bind myself by any opinion now as to what device may be resorted to and with what success on the subject of Ex parte Waring; but in this case I find it clear and distinct that after Marshall's insolvency, and when he abandons the contract, the trustee of the bankruptcy of Lindsay, acting in discharge of the simple duty which was incumbent upon him, and, perhaps, more than his duty, has furnished money to complete the ship, and the ship being com. pleted, it is a part of Lindsay's estate not to be affected by any transaction arising out of the bills, and not to be affected by the principle of Ex parte Waring in the slightest degree; but that by reason of the original contract, if it had stood alone, and by reason further of the conduct of Marshall, who was able to deal with and dispose of [CHAN. his own property, and in that view of the bank. rupt's estate and that alone, the trustee is entitled to the proceeds of this ship, and that there is no ground whatever for the claim, which the banker's make, because they are the holders of the bills. The order of the court below must be discharged. Lambton and Co., the bill holders, now appealed from this decision. De Gex, Q.C. and Doria, for the appellants.— The Chief Judge's decision proceeded upon the ground that Marshall, Osborne and Co. had no property in the ship till they paid the whole of the purchase money. But the contract expressly provides that "the said vessel, &c., shall from the time of giving or paying the first instalment by the said Marshall, Osborne, and Co. to the said Edward Lindsay, belong and be deemed in every respect, for every and all purposes, to be the property of the said Marshall, Osborne, and Co., to the extent of their advance." Therefore it is impossible to say that the property in the ship did not pass. In the old case of Woods v. Russell (5 B. & Ald. 942-6), where there was a very similar shipbuilding contract to that in the present case, Abbott, C.J. (Lord Tenterden) said: "This ship is built upon a special contract, and it is part of the terms of the contract that given portions of the price shall be paid according to the progress of the work; part when the keel is laid, part when they are at the light plank. The payment of those instalments appears to us to appropriate specifically to the defendant the very ship so in progress, and to vest in the defendant a property in that ship." But the present case is stronger than that by reason of the express provision contained in the contract that from the time of paying the first instalment the ship shall be the property of Marshall, Osborne, and Co. In Wood v. Bell (5 E. & B. 772), it was held that a provision in a ship-building contract making the payment of the instalments partially dependent upon the progress of the ship, was an indication of intention to vest the property as it was building. The bills which we hold having been expressly given "for value received in iron screw steamer now building," we are entitled to whatever lien Lindsay possessed. He had a right to retain the ship until all the bills were paid, and we are also entitled to have the ship as security for the outstanding bills in our hands, without being compelled to complete the purchase. As we are entitled to the equities of both Lindsay and Marshall, Osborne, and Co., and to prove against both estates; the doctrine of Ex parte Waring (19 Ves. 345) applies to this case, and gives us a right to a lien on the ship. They cited Powles v. Hargreaves, 22 L. T. Rep. 137; 3 De G. Bank of Ireland v. Perry, 25 L. T. Rep. N. S. 845; Bishop v. Shillito, 2 B. & Ald. 329 n; Little, Q.C., Winslow, Q.C. and F. H. Colt, for the respondent, the trustee in the bankruptcy of Lindsay.-Marshall, Osborne, and Co. acquired no property in the ship. In Mucklow v. Mangles (1 Taunt. 318) it was held that if a person contracts with another for a chattel which is not in existence at the time of the contract, though he pays him the whole value in advance, and the other proceeds to execute the order, the buyer acquires no property in the chattel till it is finished and delivered to him. [De Gex, Q.C.-That case is distinguishable from the present, on the grounds stated by Lord Tenterden in Woods v. Russell (5 B. & Ald. 947), "because the bargain there for building the barge does not appear to have stipulated for the advances which were made and those advances do not appear to have been regulated by the progress of the work."] Even if any property passed in the ship, it was subject to the vendor's lien, and no one can claim a ship under the purchasers' till the whole of the purchase money has been paid. Possession of the ship was to be given to the purchasers, but only concurrently with the obligation to retire the out sanding bills. Everything was conditional upon the payment and retiring of the bills at maturity. The doctrine of Ex parte Waring has no application to this case, and the appellants have no lien upon this ship. They cited Ex parte Chalmers, re Edwards, 28 L. T. Rep. N. S. 325; L. Rep. 8 Ch. 289; Vaughan v. Halliday, 30 L. T. Rep. N. S. 741; L. Rep. 9 Ch. 561. De Gex Q.C., in reply, cited Clarke v. Spence, 4 Ad. & Ell. 448: City Bank v. Luckie, 23 L. T. Rep. N. S. 376; L. Rep. 5 Ch. 773. Lord Justice JAMES said.-I am of opinion that this case is really a reductio ad absurdum of the case of Ex parte Waring. The bill holders in this case never, either by contract or by the conduct of anybody, acquired or had any charge whatever, direct or indirect, upon this thing, which was to have been a ship, and which has now become a ship. They were bill holders, having a right against the acceptor, and having a right against the drawer. Those bills came into existence, no doubt, with a contract for building the ship, and in a certain state of circumstances, if there had been two insolvent estates under the administration of the Court of Chancery, or the Court of Bankruptcy, or one estate being administered under the Court of Bankruptcy and one estate under the Court of Chancery, under some circumstances like those it might have been the duty of the trustees of the one estate as against the trustees of the other estate, or it might have been the duty of both sets of trustees to have insisted upon the ship being sold, or that which was to be a ship being sold for the purpose of taking up the bills. I say there might have been circumstances which one might well conceive in which such a right would have been acquired, but I cannot conceive that, in such a state of circumstances as that, merely in order to get rid of what is said to be a dead lock, accidentally and casually a benefit should arise collaterally to the persons who were holding the bills because some one had a right to take them, and that because of that the bill holders, who never had a right by contract or otherwise with regard to the ship, could interfere with the right of the two parties, the vendor and the purchaser, or the assignees of the vendor or the assignees of the purchaser, to make such arrangements as they otherwise could not honestly and properly make with regard to that thing which is the subject of an executory contract. I cannot conceive that the holders of the bills would have a right to interfere in such a case as that. Mr. Marshall had a full right, if he thought that that was for the benefit of himself or his VOL. II., N. S. [CHAN. creditors, to rescind or abandon the contract, and to say I cannot complete, and the other party had a right to say, "That being the state of things, we will accept your abandonment of the contract, and we will complete it for ourselves and take whatever remedies we may have." It seems to be an absolute right on the part of Messrs. Marshall, Osborne and Co., as well as upon the part of the other side, which they might have exercised at that time, on the one side to make the abandonment, and on the other to accept it. I say there never was a moment of time at which Messrs. Marshall, Osborne and Co., or their assignees, had a right to say, "Sell that unfinished chattel and apply the proceeds to the payment of the bills, because they happen to be in your hands, or in the hands of bankers to whom both you and myself are liable. You and I are liable to the same bankers, and therefore sell that ship." There was no such right, and therefore Messrs. Marshall, Osborne, and Co., by becoming insolvent, would not alter the rights of the other parties. The right of the other parties was to say: We will keep that ship until you have paid the purchase money, and the bankers had no right to interfere with the contract which existed between Messrs. Marshall, Osborne, and Co., and the vendor, or to enlarge the rights of Messrs. Marshall, Osborne, and Co., and to diminish the rights of the vendor. The Chief Judge was of opinion that the right was to have the ship upon payment. It appears to me that it is altogether unnecessary to decide any point as to the exact nature of the property which was transferred from time to time, or the exact nature of the charge or lien which from that time existed with regard to it. The substance of it was that the makers or the builders of the ship were not to part with their whole interest, legal and equitable, except in exchange for full payment of the purchase money, less the last instalment, and therefore everyone had a right to say: "You shall not take that ship unless you pay the full purchase money." I am of opinion, therefore, that the Chief Judge was perfectly right in the opinion at which he arrived. Lord Justice MELLISH. I am of the same opinion. I confess that when this appeal was first opened I was a little alarmed at what appeared to be an expression of opinion on the part of the Chief Judge in Bankruptcy that no property had passed in this ship, because for years, since what was said by Lord Tenterden, in the case of Woods v. Russell (5 B. & Ald. 942), I have always understood the law to be that where a contract is made for the building of a ship, and the price is to be paid by instalments in proportion to the amount of work done upon the ship, that there is an inference that the property passes; because, if any doubt were thrown upon that rule, it would, in my opinion, very seriously affect the rights of purchasers of ships in the event of the insolvency of the vendor who orders ships to be built. But now that this case comes to be understood, it really seems to me that it signifies very little whether the property had actually passed or not. It appears to me that it is perfectly plain, upon the construction of the contract, that either the property had passed to the purchaser subject to the vendor's lien for all the sums due and owing 2 M CHAN.] Re ARTHUR AVERAGE ASSOCIATION; Ex parte CORY AND HAWKESLEY. except the last bill, or else the property remained in the vendor subject to a charge in favour of the purchaser for any sums that he might pay, and as an indemnity for him as against the acceptance of bills, although I rather think myself, having regard to the express mention of the vendor's lien in the contract, that the true construction of the contract is that the property passed subject to the vendor's lien, not only for the giving of the bills, but until the bills were paid. I apprehend, however, that notwithstanding that the property may have passed, the purchaser of a ship is not entitled to the possession of the ship except upon his being willing to pay the full amount, and if the purchaser becomes insolvent during the time that the ship is building, his merely becoming insolvent will not of itself dissolve the contract. But in the case of a composition, which this is, where the property of the purchaser never becomes vested in any trustee, it is still for him to determine, or if he becomes a bankrupt, it is for his trustee to determine, whether it is for the benefit of his estate to have the contract completed, for it does not follow that because he is insolvent it may not possibly be for the benefit of the estate to complete the contract. The ship might be very nearly completed, ships might have risen in value, and a ship, for which the purchaser might have to pay £10,000, might be worth when completed £15,000. In that state of things, notwithstanding that the purchaser was insolvent he would have no difficulty in borrowing money upon the ship with which to pay the full price, and in that case I apprehend that the vendor would be obliged to complete the contract notwithstanding the insolvency of the purchaser. On the other hand, when the purchaser becomes insolvent, the contract might be a very onerous one, and if the building of the ship were to go on and it was to be completed, the costs to the estate would only be increased, and therefore it is that he may give notice at once if he pleases to the vendor that he abandons the contract, and in that case the vendor might take the property back to himself and prove for his damages. The effect of giving notice is that it fixes the damages as those caused at the time when the notice is given. It appears to me that it is unnecessary to determine whether a trustee might do that if the purchaser had become bankrupt. Here in point of fact, as to Messrs. Marshall, Osborne, and Co., there was a composition which left the property in the ship in them, and I do not understand what possible right the billholders had to say that Messrs. Marshall, Osborne, and Co. were not entitled to abandon their contract with the vendors if that was most beneficial to them. Then it is said that if here they gave notice to abandon it there was a bankruptcy, and there is no evidence that Lindsay's trustees accepted it. I should think I may assume that a person would accept an offer which was for his benefit. There is, however, abundant evidence to my mind that these parties had accepted the offer after Lindsay's bankruptcy was annulled, for Lindsay went on completing the ship, and when he was made bankrupt upon a subsequent occasion, then his trustee went on and completed the ship. For what purpose did the trustee go [ROLLS. on and complete the ship? Was it for the benefit of Messrs. Marshall, Osborne, & Co., who had become insolvent, and who had given notice that they did not claim the ship, but had abandoned it? An unfinished ship is worth nothing, and it was necessary to complete it in order to get something for it. I cannot conceive what possible right the bill holders had to prevent their pursuing their contract for their benefit. There are various ways in which it may be said that the case of Ex parte Waring cannot apply to this case. One conclusive reason is that at the time when this application was made, Messrs. Marshall, Osborne, and Co., had ceased to have any interest whatever in this ship, and the ship was exclusively the property of Lindsay's estate. Ex parte Waring could not apply because that case only applies either where the property of the acceptor has been pledged with the drawer or the property of the drawer has been pledged with the acceptor, or where the property is exclusively the property of one of the parties. I think, therefore, that the decision of the Chief Judge was perfectly right, and that this appeal must be dismissed, and dismissed with costs. Appeal accordingly dismissed with costs. Solicitor for the appellant, G. B. Wheeler, agent for S. H. Sewell, Newcastle-upon-Tyne. Solicitor for the respondent. S. W. Hoyle, agent for Hoyle, Shipley, and Hoyle, Newcastle-uponTyne. ROLLS COURT. Reported by G. WELBY KING and 8. H. S. LOFTHOUSE, Esqrs., Barristers-at-Law. April 22, 28, and 29, 1875. Re ARTHUR AVERAGE ASSOCIATION; Ex parte CORY AND HAWKESLEY. Mutual marine insurance association-Unincorporated and unregistered body-Winding-upAssociation for acquisition of gain-Names of underwriters specified in policy-30 Vict. c. 23, 8. 7-Companies Act 1862, 88. 4, 199. By the rules of a mutual insurance association it was provided that the members should severally, and respectively, and not jointly or in partnership nor the one for the other, but each only in his own name, insure each other's ships for one year from noon of any day named as the commencement of risk, subject to the conditions endorsed on the form of policy and to the rules and regulations which should be binding on all the members of the association. The managers of the association were to be James Jackson and William Sheppard, and either of them might sign their firm name of Jackson and Sheppard to all policies of insurance in the name of the association as managers thereof, and the signature thus given by either of them should be binding and conclusive on all the members of the association, and should have on each and all of the members the same effect as if each and every member had personally signed such policy. The annual rates on the sums insured were payable in advance by quarterly proportions by members' acceptance of the managers' draft at three months' date; or if paid in cash discount of 51. per cent. per annum was to be allowed, which was to be placed to the credit of each respective member; and if such amount exceeded the claims for losses or damage ROLLS.] Re ARTHUR AVERAGE ASSOCIATION; Ex parte CORY AND HAWKESLEY. sustained by the members, such excess was to stand to the credit of each mutual member proportionately as he might have contributed, and if such contributions were not sufficient to meet the claims of members for loss or damage sustained within any respective year, then such credited amounts should be applied to meet such deficiency, and if there should still be a deficiency, such sum as might be required to meet the same should be drawn for on each respective member in such proportion as they bore to each other. The rules also provided that the managers should have authority to issue policies to members for periods less than a year or for special risks either in time or voyage policies, in consideration of special rates of premium, to which the reserve fund should in no way apply, and that the rules might be repealed, altered, or amended by a majority of the members at a general meeting. Special rate policies were issued to non-members both before and after an invalid alteration of the rules, by which it was attempted to give the managers authority to issue special rate policies to non-members. The policies issued by the association were signed "Jackson and Sheppard, joint managers per procuration of the several members of the Arthur Average Association for insuring each other's ships, every member bearing his equal proportion according to the sums mutually insured therein, excepting members paying special rates." In Feb. 1870 the association was ordered to be woundup, and on the 25th May 1871 Cory and Hawkesley were settled on the list of contributories. By the chief clerk's certificate, dated 20th Dec. 1873, certain sums were found to be due to holders of special policies who were non-members. On a call being made on Cory and Hawkesley, they took out a summons to have the debts admitted by the certificate of certain non-members expunged. Held that the signature to the policies was not a specification of the names of the insurers as required by the 7th section of 30 Vict. c. 23, and that the policies were therefore invalid. Held also that the issuing of special rate policies to non-members was ultra vires, and that, notwithstanding the delay in applying to vary the chief clerk's certificate, the amounts found due to nonmembers must be expunged. Semble, that an unincorporated and unregistered mutual insurance association, formed since the passing of the Companies Act 1862, being an association for the acquisition of gain, cannot be wound-up under the 199th section of the Companies Act 1862. THE Arthur Average Association for British, Foreign, and Colonial built ships was a mutual shipping insurance association formed in 1867, and was not incorporated under any Act of Parliament, and was not registered under the Companies Act 1862. The rules of the association, which were annexed to the policies issued by the association to members, were, so far as is material, as follows: 1. The members of this association severally and respectively, and not jointly nor in partnership, nor the one for the other, but each only in his own name, do hereby agree to insure each other's ships for one year from noon of any day named as the commencement of risk against all losses, perils, and damages described in the form of policy hereto annexed, and subject to the conditions endorsed on said form of policy, and to those rules and regulations which shall be binding and conclusive on all [ROLLS. the members of the association. The managers of this association shall be James Jackson and William Sheppard,and either of them may sign their firm nameof Jackson and Sheppard to all policies of insurance in the name of this association as managers thereof, and the signature thus given by either of the said managers shall be binding and conclusive on all the members of this association, and shall have on each and all of the said members the same legal effect as if each and every member had personally signed such policy. The said managers shall decide in what section any ship shall be included, the premium to be paid for the same, the allowance for paid-up premium,and the value of the ship shall be entered on the policy. 2. Ships classed in French Veritas, American Lloyd's, or any other authorised society's books for the classifica. tion of ships, may be admitted by computation according to corresponding class in British Lloyd's, and shall be divided into sections marked A., B., Č., and so on successively, and paying different annual rates as agreed on at the time of entering the association or at the commencement of any subsequent year on the sum insured, to be payable in advance by quarterly proportions by members' acceptance of managers' draft at three months' date; if paid in cash, discount of five per cent. per annum will be allowed which shall be placed to the credit of each respective member, and should such amount exceed the amount of claims for losses or damage sustained by the members during each year respectively, such excess shall stand to the credit of each mutual member proportionately as he may have contributed, and should it be that such contributions are not sufficient to meet the claims of members for loss or damage sustained within any respective year, then such credited amounts shall be applied to meet such deficiency, and should there still be a deficieney such sum as may be required to meet the same shall be drawn for on each respective mutual member in such proportions as they bear to each other. 3. The said managers shall also have authority to issue policies to members, for periods less than a year, or for special risks either in time or voyage policies in consideration of special rates of premium, to be fixed by said managers as in last clause of the first rule, to which the reserve fund should, in no way apply, also to allow brokerage and discount to insurance brokers. The rules further provided that the affairs of the association should be managed by a committee, which should have power of calling general and special general meetings of the members, which should have authority to make, repeal, alter, or amend the rules or regulations for the government of the association, and the decision of the majority of such meeting should be binding and conclusive on all the members. Special rate policies were issued to non-members both before and after an alteration of the rules made on the 29th March 1869, by which it was attempted to authorise the managers to issue policies to non-members for special risks or on voyage policies; but such alteration was made without the sanction of the members at a general meeting as provided for by the rules. The policies issued were signed “Jackson and Sheppard, joint managers per procuration of the several members of the Arthur Average Association for insuring each other's ships, every member bearing his equal proportion according to the sums mutually insured therein, excepting members paying special rates.” On the 12th Feb. 1870, an order was made for winding-up the association. Messrs. Cory and Hawkesley were settled on the list of contributories on the 25th May 1871. By the chief clerk's certificate, dated the 20th Dec. 1873, the sum of 17,5321. 118. 8d, was found to be due to holders of special policies, many of whom were non-members, Amongst such non-members holding special policies were Messrs. Hargrave, Ferguson, and Jackson to whom policies had been issued both before and after the alteration of the rules. |