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![handle is hein.slavery/ssactsengr0900 and id is 1 raw text is: SHEPPARD V. OXENFORD
charge in lieu of land tax, charged on the estates; and in 1851 a conveyance was
accordingly executed.
With reference to the Acts relating to the land tax, it is clear, according to Ware
v. Polhill, that when this decree was made the land tax was gone, and the rent-charge
only remained. The result, therefore, of the decree would be that the equitable interest
in the rent-charge, as well as the equitable interest in the estates charged, was in Sir
William Stanley, the estates having been already conveyed to trustees for sale, for his
benefit.
The trustees, on the 22d of May 1849, put up the estates for sale. Probably the
conditions were prepared at the time when they were contending that the land tax
was gone. If that were the case it would not be more favour-[489]-able to their
present contention, because it would imply that they were intending to sell the property
as being free from land tax. The first attempt to sell was made on the 22d of May,
shortly after the decree, and the property has since been sold by private contract.
There is nothing in the conditions of sale relating very distinctly to the question of
intention. Part of the property is mentioned to be subject to such apportionment
of the land tax as shall be made by the assessor amongst the respective purchasers,
'which would seem to indicate that the land tax upon that part of the property was
not redeemed. However, it has been taken out of the power of the assessor. Another
lot is expressed to be sold subject to land tax, if any, implying a doubt whether it
existed, and at the same time that there was some suspicion that this lot was not free.
As to the other lots, it would seem there was no such suspicion, as none is indicated.
I must treat the matter according to the legal rights. The equitable interest was
in Sir William, and he undertook to sell. Independently of the question of merger,
a party selling is taken, primd facie, to do so free from incumbrances ; and this being
a charge on the estate to the whole fee-simple of which Sir William was entitled, and
being no longer a statutory tax, but a charge effected by the operation of the Courts
of Equity, as was said in Ware v. Polhill-not in the ordinary condition of land tax,
but simply a rent-charge issuing out of property, the equitable fee-simple in which also
belonged to Sir William-nothing which the trustees could do would affect the rights
of purchasers after the contract. The same trustees ultimately, in effect, took a
conveyance of the charge, and of the estates; and the legal effect of that must be a
merger of the rent-charge; but I do not rely on this. Of course, if they had been
mere trustees, and if Sir William had been only a tenant for life, that legal merger
[490] would have had no effect on his equitable interest. But the equitable interest
in the rent-charge, and the equitable interest in the estate in fee, were both in him ;
the legal interest in both was in the trustees; and Sir William, having agreed to sell
free from incumbrances, cannot say that there was no merger as against the purchasers.
The case is totally different from that before the Vice-Chancellor Knight Bruce,
where the question was whether Sir Thomas, having only such a limited interest in
the estate as I have mentioned, had merged the rent-charge; and it was held that
he had not.
The first question must, therefore, be answered in the negative. The second does
not arise; but, if thought worth while, it may be answered in the affirmative.
Declare that the lands mentioned in this case are not, nor is any part thereof,
subject to any land tax or any yearly or other charge in respect or by reason of the
redemption thereof ; and that the Defendant is entitled to have the said lands conveyed
to him freed and'discharged therefrom.
[491] SHEPPARD V. OXENFORD. April 20, 21, 1855.
[S. C. on appeal, 3 W. R. 397.]
Partnership. Association. Legality. Receiver.
A partnership of a great number of persons was constituted before the passing
of the Joint Stock Companies Registration Act. The members subscribed a
certain sum, and received a sort of scrip certificate, specifying the number of shares
1 K. & J. 489.](ViewImageLocal?handle=hein.slavery/ssactsengr0900&div=1&collection=&method=preview&ext=.png&size=3)