PRIVY COUNCIL

                      Great West Saddlery Company Limited

                      Vs.

                                          King
(Viscount Haldane, CJ, Viscount Cave, Lord Sumner and Lord Parmoor. JJ)

                      25.2.1921

                      JUDGMENT

Viscount Haldane CJ.

1. In this case their Lordships are called on to interpret and apply the implications of a
judgment, delivered by the Judicial Committee on 2nd November, 1914, in John
Deere Plow Company v. Wharton, It was then laid down that the British North
America Act of 1867 had so enabled the Parliament of the Dominion to prescribe the
extent of the powers of companies incorporated under Dominion law with objects
which extended to the Dominion generally, that the status and powers so far as there in
question of one of the three appellant companies could not, as matter of principle be
validly interfered with by the Provincial Legislature of British Columbia.

2. It was held that laws which had been passed by the Legislature of that Province,
and which sought to compel a Dominion Company to obtain a certain kind of
Provincial license or to be registered in the way brought before the Judicial
Committee, as a condition of exercising its powers in the Province or of suing in its
Courts, were ultra vires. The reason given was that their Lordships interpreted what
had been done by the Province in that case as interfering in a manner not consistent
with the principles laid down with the status and corporate capacity of a Company
with Dominion objects to which the Parliament of Canada had given powers to carry
on its business in every part of the Dominion. In the consolidated appeals now before
their Lordships analogous questions are raised by legislation in varying forms enacted
in three other Provinces, Saskatchewan, Manitoba, and Ontario.

3. Since the decision in 1914 the Province of Saskatchewan has passed an Act, in
1915, which supersedes its earlier Companies Acts, and apparently seeks to avoid the
features in these which might conflict with the decision of this Committee in John
Deere Plow Company v. Wharton,1 as to the British Columbia legislation. The
question raised as regards Manitoba arises out of older legislation of 1913
(subsequently amended and re-enacted in 1916), and as regards Ontario under an older
Ontario Companies Act and the Extra-Provincial Corporations Act of 1914. No
question is raised from British Columbia or from any Provinces other than
Saskatchewan, Manitoba, and Ontario on this occasion.

4. The proceedings out of which the present appeals arise concern several Dominion
companies, and are, as to Saskatchewan, two cases before a magistrate for infraction
of the provisions of the Provincial Companies Act, and an action by a shareholder in
one of the Dominion Companies concerned, to restrain it from attempting to carry on
its business without complying with the requirements of the Companies Act of the
Province. The main issue in all these proceedings is substantially the same. In
Manitoba an analogous question was raised in a shareholder's action, and also in an
action by the Attorney-General of the Province. The main issue in Ontario was similar
to that in Saskatchewan, but there was also raised a question as to whether a Dominion
company could hold land in the Province without being authorized to do so by its
Government, in accordance with Ontario statute law. In the proceedings referred to
judgments were delivered in the Courts of first instance and by the appellate Courts in
Saskatchewan and Manitoba, and by the Courts of first instance and the appellate
Court in Ontario. In the cases in the two former Provinces there was an appeal to the
Supreme Court of Canada, but in the Ontario litigation the appeal has been brought
directly to the King in Council from the judgment of the appellate Court of the
Province. On 18th August, 1919, special leave to appeal to the Privy Council was
granted; and it was ordered that the appeals, six in number, from judgments which had
been adverse to the Dominion companies concerned, should be consolidated and heard
together. The Attorneys-General for Canada and for the Provinces have intervened
throughout. It will be convenient, having regard to the course taken in the argument, to
consider in the first place the appeal from the Court of Appeal in Ontario. The
Attorney's-General for Canada and for the Provinces have intervened throughout.

5. In order to ascertain the real points now in controversy, it is important to refer in
some detail to what was actually decided in 1914, in John Deere Plow Co. v. Wharton.
The British Columbia Companies Act, had provided that, in the case of an
incorporated company which was not one incorporated under the laws of the Province,
and was called in the Act an extra-provincial company, certain conditions must be
complied with. If such a company had gain for its object it must be licensed or
registered under the law of the Province, and no agent was to carry on its business
until this had been done. If this condition were complied with, such an extra-
Provincial company might sue in the Courts of the Province and hold land there. Such
a company might also, if it were one duly incorporated under the laws of, among other
authorities, the Dominion, and if authorized by its charter to carry out purposes to
which the legislative authority of the Province extended, obtain from the Registrar,
under the general Companies Act of the Province, a license to carry on business
within the Province on complying with the provisions of the Act and paying a proper
license fee. It was then to have the same powers and privileges in the Province as
though incorporated under the Provincial Act. If such a company carried on business
without a license it was made liable to penalties, and its agents were similarly made
liable. So long as unlicensed, the company could not sue in the Courts of the Province
in respect of contracts in connection with its business made within the Province. The
Registrar might refuse a license where the name of the Company was identical with or
resembled that by which a company, society or firm in existence was carrying on
business or had been incorporated, licensed or registered, or where the Registrar was
of opinion that the name was calculated to deceive, or disapproved of it for any other
reason.

6. Their Lordships pointed out that, under the Dominion Companies Act, which was
held to have been validly passed, the charter of the John Deere Plow Company
incorporated it with the powers to which the Legislative authority of the Parliament of
Canada extended. The Dominion Interpretation Act provided that the meaning of such
incorporation included this that the corporate body created should have power to sue,
to contract in its corporate name, and to acquire and hold personal property for its
purposes. There was in the Dominion Companies Act a provision that such a company
should not be incorporated with a name likely to be confounded with the name of any
other known company, incorporated or unincorporated, and it gave the Secretary of
State the discretion in this connection. On incorporation the company was to be vested
with all the powers, privileges and immunities, requisite or incidental to the carrying
on of its undertaking. It was to have an office in the city or town in which its chief
place of business in Canada was situated, which should be its legal domicile in
Canada, and could establish other offices and agencies elsewhere. No person acting as
its agent was to be subjected, if acting within his authority, to individual penalty.

7. Their Lordships made reference to the circumstance that the concluding words of
Section 91 of the British North America Act of 1867
       "Any matter coming within any of the classes of subjects enumerated in this
       section shall not be deemed to come within the class of matters of a local or
       private nature comprised in the enumeration of the classes of subjects by this
       Act assigned exclusively to the Legislatures of the Provinces?"
8. Render it necessary to do more than ascertain whether the subject-matter in
question apparently falls within any of the heads of Section 92; for if it also falls
within any of the enumerated heads of Section 91, then it cannot be treated as covered
by any of those in Section 92. As is now well settled the words quoted apply, not only
to the merely local or private matters in the Province referred to in heading 16 of
Section 92, but to the whole of the sixteen heads in that section A. G. for Ontario v.
A.-G. for Canada2. The effect, as was pointed out in the decision just cited, is to effect
a derogation from what might otherwise have been literally the authority of the
Provincial Legislatures, to the extent of enabling the Parliament of Canada to deal
with matters local and private where, although only where, such legislation is
necessarily incidental to the exercise of the enumerated powers conferred on it by
Section 91.

9. If therefore in legislating for the incorporation of companies under Dominion law
and invalidly endowing them with powers, the Dominion Parliament has by necessary
implication given these companies a status which enables them to exercise these
powers in the Provinces, they cannot be interfered with by any Provincial law in such
a fashion as to derogate from their status and their consequent capacities, or, as the
result of this restriction, to prevent them from exercising the powers conferred on them
by Dominion Law. Their Lordships, however, observed that when a company has been
incorporated by the Dominion Government with powers to trade in any Province it
may not the less, consistently with the general scheme, be subject to Provincial laws
of general application, such as laws of imposing taxes, or relating to mortmain, or
even requiring licenses for certain purposes, or as to the forms of contracts; but they
were careful not to say that the sanctions by which such Provincial laws might be
enforced could validly be so directed by the Provincial Legislatures as indirectly to
sterilize or even to effect if the local laws were not obeyed, the destruction of the
capacities and powers which the Dominion had validly conferred. To have said so
would have been to misread the scheme of the British North America Act, 1867 which
is one that establishes interlacing and independent legislative authorities. Within the
spheres allotted to them by the Act the Dominion and the Provinces are rendered on
general principle co-ordinate Governments. As a consequence, where one has
legislative power the other has not, speaking broadly, the capacity to pass laws which
will interfere with its exercise. What cannot be done directly cannot be done
indirectly. This is a principle which has to be kept closely in view in testing the
validity of the Provincial legislation under the consideration as affecting Dominion
companies.

10. Their Lordships will not repeat what was laid down in the judgment delivered in
the John Deere Plow Case as to the other aspects of the general question there under
consideration, but will proceed, in the light of what has just been said, to the
consideration of the validity of the Ontario legislation under review.

11. The General Companies Act of Ontario was passed before the decision on the John
Deere Plow Case and has no special bearing on the question in this appeal. The
important statute is the extra-Provincial Corporations Act, which was also passed
before that decision. The purpose of the latter statute is to provide that certain classes
of extra-Provincial corporations (which mean corporations created otherwise than by
or under the authority of an Act of the Ontario Legislature), including those created
under any Act of the Dominion and authorized to carry on business in Ontario, must
take out a license (Section 4) under the Ontario statute. On complying with its
provisions a corporation coming within these classes is entitled to receive a license
(Section 5) to carry on its business and exercise its powers within Ontario. In the
absence of such a license it is forbidden to do so (Section 7), and its agents are
subjected to a like prohibition. A penalty of $ 20 a day is imposed for any
contravention of this provision. An extra-Provincial corporation coming within the
classes referred to may apply to the Lieutenant-Governor in Council for a license to
carry on its business and exercise its powers in Ontario, and no limitations or
conditions are to be included in any such license which would interfere with the rights
of such a corporation - for example, a Dominion company - to carry on in Ontario all
such part of its powers as by its Act or charter of incorporation it may be authorized to
carry on and exercise therein (Section 9, sub-Sections 1 and 2). A corporation
receiving a license may, subject to the limitations and conditions of the license, and
the provisions of its own constitution, hold and dispose of real estate in Ontario, just as
an Ontario company might (Section 12). A corporation receiving a license may be
called on to make returns comprising such information as is required from an Ontario
company (Section 14). The Lieutenant-Governor in Council may make regulations for,
among other things, the appointment and continuance by the extra-Provincial company
of a representative in Ontario on whom service of process and notices may be made
(Section 10), sub-section 1 (b). If such a company, having received a license, makes
default in complying with the limitations and conditions of the license or of the
provision as to returns, or of the regulations respecting the appointment of a
representative, its license may be revoked (Section 15). If such a corporation carries
on in Ontario without a license any part of its business, it is to incur a penalty of $. 50
a day, and is rendered incapable of suing in the Ontario Courts in respect of any
contract made in whole or in part within Ontario in relation to business for which it
ought to have been licensed (Section 16). The Lieutenant-Governor in Council may
prescribe fees on the transmission of the statement or return required under Section
14. Such fees are to vary with the capital stock of the company (Section 20).

12. It is obvious that the Act thus summarized assumes that the Legislature of the
Province can impose on a Dominion company conditions which, if not complied with,
will restrict the exercise of its powers within the Province. These conditions do not
appear to their Lordships to be merely a means for the attainment of some exclusively
Provincial object, such as direct taxation for Provincial purposes. They apparently
assume a general right to limit the exercise of the powers of extra Provincial
companies if they seek to exercise these powers within Ontario. A question of
principle is thus raised broadly, and their Lordships now turn to the judgments in the
Courts of Ontario in which it has been dealt with. In these Courts over this question
there has been divergence of judicial opinion, and the question itself has been
considered there with such thoroughness and ability that it is proper to refer to the
diverging reasoning in some detail.

Masten, J.:- Before whom the cases came in the first instance, was of opinion that in
passing the extra-Provincial Corporations Act the Legislature of Ontario had exceeded
its powers. He pointed out that the Dominion Companies Act had vested in the
companies incorporated under its provisions all the powers, privileges and immunities
requisite or incidental to the carrying on of its undertaking, and that, in view of the
decision in the John Deere Plow Case the power conferred on the Parliament of
Canada to regulate trade and commerce, and to that extent to prescribe these
capacities in cases affecting the Dominion at large, must be taken to be paramount and
overriding. He thought that Section 7 of the extra-Provincial Corporations Act afforded
the keynote and the "pith and substance" of that Act, the purpose of which, as applied
to Dominion Companies, was to preclude them from the exercise of some of their
powers and to deprive them of their status in Ontario unless a license were obtained
and certain fees paid there. However simple and little oppressive such a process might
be, it constituted none-the-less a direct interference. It had been attempted to support
this interference as justified by the powers conferred by Section 92 on the Provinces to
raise revenue by direct taxation, to deal with property and civil rights, particularly
from the point of view of mortmain, to legislate for the administration of Justice, and
to impose penalties in furtherance of these ends.

14. But in the opinion of the learned Judge these aspects of what had been included in
the Provincial statute, except in the case of the mortmain law, had been introduced into
it in reality only as ancillary to Section 7, and to the main purpose of asserting a direct
control over the Dominion companies before permitting them, to carry on their
business in the Province. This purpose so permeated the whole Act that it was not
practicable to hold certain of its sections valid and others invalid. The provision of
Section 9, sub-Section 2, which excluded from any license to be required limitations
or conditions restricting the rights of the company to carry on in Ontario all such parts
of its business and powers as by its Act or Charter of incorporation it might be
authorized to exercise there, did not mend matters. But the provisions of the Ontario
Mortmain and Charitable Uses Act stood on a different footing. For the incapacity to
hold lands did not arise because of the application of the Extra-Provincial
Corporations Act, but because of the general scope of the Mortmain Act itself, a
separate statute which the learned Judge seemingly regarded as within the powers of
the Province.

15. In the Supreme Court of Ontario, which heard the appeal from this decision, and
from which an appeal has been brought directly to the Sovereign in Council, opinion
was divided. The case was argued before five Judges, the Chief Justice of Ontario,
MacLaren, J. A., Magee, J. A., Hodgins, J. A., and Ferguson, J. A. By a majority of
four to one, Ferguson, J.A., dissenting, the judgment of Masten, J., was reversed. It
was declared that the extra-Provincial Corporations Act was intra vires, excepting as
to the words of Section 16, sub-Section 1, to the effect that the Dominion companies
could not sue unless they had obtained Provincial licenses. In agreement with Masten,
J., the appellate Court held that the companies were bound to comply with the
provisions of the Ontario Mortmain Act as a condition of occupying and holding lands
in the Province.

16. Meredith, C. J., made an able and exhaustive scrutiny of the legislation. He
observed that it was well settled that, notwithstanding the Dominion having conferred
on a company of its creation rights and powers, that company was subject to and
bound to obey the laws of the Province with regard to taxation for Provincial purposes;
and with regard also to contracts made within the Province, and as to the holding and
tenure of land; and that the exercise by the Province of its authority to pass such laws
necessarily limits or restricts the power granted to the company by the Dominion. He
then summarized the judgment of this Committee in John Deere Plow Co. v. Wharton,
(Supra) and stated one of its results as having been that as the provisions of the British
Columbia statute there in question sought to compel the John Deere Plow Company to
obtain a license or to be registered in that Province, as a condition of exercising its
power of suing in the Court of the Province, these provisions were ultra vires.

17. The learned Chief Justice went on to interpret the reasons assigned by this
Committee for their judgment. Notwithstanding the generality of the expression in
Section 92 of the British North America Act, the words "civil rights" must be regarded
as not covering cases expressly dealt with in Section 91 or even in Section 92 itself
(2). Notwithstanding that a company has been incorporated by the Dominion with
power to trade, it is not the less subject to Provincial laws of general application
enacted under Section 92, including laws as to mortmain and payment of taxes even
though in the latter case the form assumed is that of requiring a license to trade
affecting Dominion companies in common with other companies, and including laws
as to contracts. (3) It might be competent for a Provincial Legislature to pass laws
relating to companies without distinction, requiring those not incorporated within the
Province to register for limited purposes, such as the furnishing of information or,
under a general statute as to procedure, the giving security for costs. Meredith, C.J.,
thought that the key to the decision was that the Judicial Committee were of opinion
that the provisions of the British Columbia Act were not of these characters, but were
directed to interfering with the status of Dominion companies and to preventing them
from exercising the powers conferred on them by the Parliament of Canada. He
referred to various earlier decisions of this Committee, and came to the conclusion that
what was intended in the John Deere Plow Co. v. Wharton (Supra), was to lay down
that it was not competent for a Provincial Legislature to single out Dominion
corporations and to subject them to laws which were not applicable to all corporations.
An important circumstance in that case was, he thought, that the Registrar had
asserted power to refuse a license unless the name were changed, an interference with
the status of the company. As to this circumstance, he drew attention to what he
regarded as an important difference between the British Columbia and the Ontario
Legislation. In the latter Section 9, sub-Section 2, precluded the insertion in the
license of any limitation or condition which would limit the rights of a corporation to
carry on in Ontario such parts of the business and powers as by its Act or charter of
incorporation had been authorized. The Chief Justice notices in passing that, by
Section 15 of the extra-Provincial Corporations Act, if a corporation receiving a
license makes default in observing or complying with its conditions or the provisions
of Section 14 as to returns, or any regulations respecting the appointment of a
representative in the Province, the license may be revoked. He thinks that since the
amendment made in the original form of the Act which is embodied in Section 9, sub-
Section 2, just referred to, the words have now no meaning, and would have been
eliminated but for the oversight of the draftsman. In his dissenting judgment, however,
Ferguson, J. A. takes the view that, even if the new section was meant to restrict the
purpose of the Act, the words of Section 9, sub-Section 2, do not do so sufficiently to
alter that purpose as remaining.

18. The Chief Justice was of opinion that Section 16, which precludes an extra-
Provincial Company which is not licensed from taking legal proceedings in Ontario in
respect of a contract made in the whole or in part in the Province, was ultra vires; in
this the other members of the Court appear to have agreed with him. Subject to this
exception he thought that the provisions of the enactment in question were of the
character of "Provincial laws of general application," within the meaning of the
decision in John Deere Plow Co. v. Wharton, (Supra) what was important was not the
form, which need not be uniform. In substance, what was done was to impose a tax
which was really lighter than that imposed on provincial companies. The other
provisions of the Act were ancillary to this taxation, and it was no valid objection to
what was done that, to the extent required for the exercise of powers specifically
entrusted to the Provincial Legislatures, it, in a sense, restricted the exercise of powers
conferred by Dominion authority. All laws imposing the necessity of obtaining
licenses and paying taxes, and of conforming to mortmain requirements, must do so.
In the opinion of the Chief Justice the Act was not, in pith and substance, one
designed to restrict Dominion companies.

       "In the exercise of the powers conferred on them by the Dominion authority, but
       an Act lawfully passed for purposes as to which the Legislature by which it was
       enacted had authority to legislate."
19. As to the Mortmain Act, he agreed with Masten, J., that the law was one of
general application and was binding on all companies which it purported to include.
MacLaren, J. A., Magee, J. A, and Hodgins, J. A. agreed in substance with the above
conclusions.

20. Ferguson, J. A. in effect agreed with the reasoning of Masten, J. He was of opinion
that the Act as originally enacted was passed on the assumption that it was within the
legislative authority of the Province to control all extra-Provincial corporations, and
that, notwithstanding that in its existing form amendments had been incorporated into
the Act designed to mitigate this, the Act still embodied the object of general control.
This was shown by the power given by Section 11 and by the regulations, which
purported to enable the Lieutenant-Governor in Council to refuse a license if the name
of the company was objectionable in any of various respects.

21. Their Lordships defer making any observations on these judgments until they have
dealt with the other cases. They only observe that with certain of the general
propositions expressed by Meredith, C. J., in his judgment they are in substantial
agreement.

22. Their Lordships turn next to the case which has been brought forward as regards
the legislation on the subject in Manitoba. In the Courts of that Province analogous
questions were raised in shareholder's action. The Attorney-General of the Province
intervened in the course of the subsequent appeal.

23. In Manitoba there was passed in 1913 a general Companies Act, of which part IV.
deals with extra-Provincial companies and includes Dominion corporations. Under
Section 108 every such corporation is required to take out a license under this part of
the Act, and by Section 109 (inter alia) such a corporation, on complying with the
provisions of that part and with the regulations made under the Act, is entitled to,
receive a license to carry on its business and exercise its powers in Manitoba. By
Section 111 (inter alia) such a corporation may apply to the Lieutenant-Governor in
Council.

       "For a license to carry on its business or part thereof, and exercise its powers or
       part thereof, in Manitoba, and upon the granting of such license such
       corporation may thereafter, while such license is in force, carry on in Manitoba
       the whole or such parts of its business and exercise in Manitoba the whole or
       such part of its powers as may be embraced in the license; subject, however, to
       the provisions of this part and to such limitations and conditions as may be
       specified in the license."
24. On such an application the corporation is to file certain evidence and a power of
attorney to someone in the Province appointing him to accept service. This is not to
apply if the head office is within the Province (Section 114, sub-Section 3). By Section
118 no such corporation is to carry on within Manitoba any of its business, and no
agent is to act for it, until a license has been granted to it, and then only so long as this
is in force. Section 120 requires annual returns of information to be made. By Section
121 the Lieutenant-Governor in Council may suspend or revoke the license for default
in observing the provisions of the Act. Section 122 provides, as in the case of the
Ontario statute, for penalties for the carrying on of business in the absence of the
license, and incapacitates the corporation from suing without it in the Courts of the
Province. Section 126 enables the Lieutenant-Governor to fix fees to be paid. These
are for the exchequer of the Province, and are to vary in part according to the nature
and importance of the business to be carried on in the Province, and in part according
to the amount of the entire capital stock of the corporation. In addition to these
provisions, Section 112 enables a duly licensed corporation to hold real estate in the
Province, but limited, in its license, by Section 113 to such annual value as may have
been deemed proper, as fully as if it had been a Manitoba company under the general
Act. There is no Mortmain Act in the Province, but the registration of titles to land
requires a license and the registration of title to real estate in the case of extra-
Provincial companies. Thus there does not appear to be anything in the form or
substance of the Manitoba Act which differentiates it materially from the
corresponding Ontario Act.

25. The Manitoba case was heard in Courts of the Province in the same year, (1917),
as the Ontario case, but a little earlier. Macdonald, J., the judge of first instance,
decided in favor of the validity of the legislation, but apparently without giving
reasons. On appeal the Court of Appeal of the Province was evenly divided, with the
result that the appeal was dismissed. Howell, C.J. and Cameron, J.A. were for
affirming, while Perdue, J.A. and Haggart, J.A. were for reversing. Howell, C. J.
began his judgment by pointing out that the Province derives part of its revenue from
charges for the incorporation of companies and for licenses, and that all companies
doing business in Manitoba, no matter where incorporated, have to pay what is
sometimes called a tax and at others a fee for a license. He thought that the Manitoba
statute should be taken to have been enacted "for the purpose of completing the
Provincial scheme of direct taxation for the general purposes of the Province by a
general charge or tax on all corporations, as in Bank of Toronto v. Lambe3." The
decision in that case also disposed, in the view of the learned Chief Justice, of the
argument that the discretionary power of prescribing conditions and limitations
constituted an objection to the validity of the scheme of the Act, for there was no
power to refuse a license generally, like that in the British Columbia statute.

26. Cameron, J. A. also dwelt on this distinction, and on the more restricted scope of
the Manitoba Act in other points. As to the imposition of penalties, that carried the
matter no further, for the true test was whether the substantive provision was
authorized by Section 92. He arrived at the conclusion that the Companies Act was
one the legislation in which was of such a general character as was saved by the
decision in John Deere Plow Co. v. Wharton, being in reality wholly directed to
subjects entrusted to the Provincial Legislatures by Section 92 of the British North
America Act, 1867.

27. Perdue, J.A. dissented. Section 111, enabling the Lieutenant-Governor in Council
to insert in the license limitations and conditions as to the exercise of the company's
powers within the Province, showed that there was really no difference in this respect
between the Manitoba Act and that declared ultra vires in John Deere Plow Co. v.
Wharton. He thought that for the purposes of the question there decided the provisions
of the two Acts were indistinguishable. The object of such statutes was, in his view, to
restrain Dominion companies from exercising within the Province the rights conferred
on them by their charters, unless licensed. The decisions of the Privy Council in Bank
of Toronto v. Lambe4 and the Brewers and Maltster's Association v. Attorney-General
for Ontario5 were not really in point, for they only established that what had to be paid
was in these cases in the nature of direct taxation. Here the Provincial Legislature had
gone further and had failed to confine their legislation within the limits which were
settled by the John Deere Plow Case to be those of what was legitimate. Haggart, J. A.
concurred in this conclusion.

28. There was in this case, unlike that of Ontario, an appeal to the Supreme Court of
Canada, which also heard an appeal from the Supreme Court of Saskatchewan. The
judgments of the Supreme Court of Canada, dismissing both appeals, were given on
the same date, Idington, J., Anglin, J., and Brodeur, J. taking one view, and Davies the
Chief Justice and Mignault, J. dissenting. It will be convenient to reserve
consideration of these judgments until reference has been made to the Saskatchewan
cases, which were disposed of along with those from Manitoba.

29. The four Saskatchewan Companies Acts, now operative, differ from those of
Ontario and Manitoba in the circumstance that they were passed in 1915, 1916 and
1917, after the decision in John Deere Plow Co. v. Wharton, (Supra), 10. by this
Committee. It is the first of these four Acts that alone is important for the purposes of
the present question. This is a general Companies Act, the provisions in which have
nothing unusual in them, but which extends to (inter alia) Dominion companies having
gain for their object, and carrying on business in the Province. The effect of Section
23 is that a Dominion Company of this nature must be registered under the Act, and
that if it does not register, the Dominion Company and its representatives are liable to
penalties for carrying on business in the Province. The effect of Section 24 is that
registration cannot be refused to a Dominion Company. By Section 25 the company
may, on complying with the provisions of the Act, receive an annual license, for which
it is to pay fees to the Government of the Province, and may then carry on its business,
subject to the provisions of the instrument creating it, as if it had been incorporated
under the Act; but a company carrying on business without a license is liable to
penalties. By Section 27 the Lieutenant-Governor in Council may prescribe such
regulations as he may deem expedient for the registration of all companies, and for
fixing the fees payable. By Section 29 if the Registrar thinks that a company
registered has ceased to carry on business, he may, after finding on inquiry that this is
so, strike the company off the register, whereupon it is dissolved; but by an amending
Act passed since the commencement of these proceedings the provision as to
dissolution is to take effect only as to Saskatchewan companies. By Section 30 if the
prescribed fee is not paid the company may be struck off the register.

30. Proceedings were taken in Saskatchewan before a Justice of the Peace against a
Dominion company for not being licensed or registered, and an action was brought by
a shareholder, as in the cases of the other Provinces already referred to. The
substantial question was again the validity of the Provincial statute, and this statute
Elwood, J., the Judge of first instance, held to have been validly enacted. On appeal
the Supreme Court of Saskatchewan, en banc, consisting of Haultain, C. J., Newlands,
J., Lament, J., Brown, J., and Mckay, J., dismissed the appeal unanimously. On appeal
to the Supreme Court of Canada that Court also unanimously dismissed the appeal.

31. Elwood, J., thought that the fees imposed were direct taxation, and that there was
no prohibition of carrying on business without, license or registration, but merely a
penalty, which did not interfere with the status of the company. The judgment of the
Supreme Court of Saskatchewan was delivered by Newlands, J. He pointed out that
the form of the existing Act, which was passed in 1915, after the decision of the
Judicial Committee in the John Deere Plow Case (Supra) made it evident that the
Legislature of the Province had endeavored to get rid of what might have been held to
be objectionable in older legislation. For example, the old provision had been dropped,
according to which any Company required to be registered should not, while
unregistered, be capable of suing in the Courts of the Province. It was true that there
was still a provision that every company carrying on business in the Province without
a license was to be guilty of an offence and liable to a penalty, but this did not
necessarily render its contracts void. The prohibition of a particular act under a
penalty was altogether different from requiring a general regulation to be complied
with under a penalty. It was not really the intention of the legislature to prevent the
company from doing business, but only to designate what companies were to be
registered and pay license fees. The status and powers of the Dominion company were
therefore not affected.

32. In the Supreme Court of Canada the decisions in the Saskatchewan and Manitoba
cases were reviewed and affirmed. There was no appeal brought there from the
Ontario judgment, but the decision of the Ontario Appellate Division had been given
more than a year previously and the reasons for it were alluded to in the Supreme
Court of Canada in the other cases. It will be convenient to consider together the
judgments in the other two cases which were delivered on the same day.

33. In the Manitoba appeal the Chief Justice of Canada dissented and would have
reversed, for he took the same view as Perdue, J. A. had expressed in the Court below.
He thought that the Manitoba Act, if valid, would deprive the Dominion companies of
their status and powers, notwithstanding, that Section 18 of the British Columbia Act
which prohibited the registration of an extra-Provincial Corporation with a name of
which the Registrar disapproved, did not occur in the Manitoba Act. But while he
formed this opinion about the Manitoba Act he thought otherwise about that of
Saskatchewan, which he held had been so framed as to get over the difficulties
indicated in the decision on the John Deere Plow Case (Supra). His view was that in
the latter Act the provisions were confined to the levying of direct taxation, and that its
construction was such that if a Dominion company paid the tax it could carry on
business without taking out a license. But while arriving at this conclusion he stated
that he had done so with difficulty and doubt, and that he considered the statute
objectionable in form, though not in essence. Anglin, J., expressed an opinion similar
in doubt as to the Manitoba legislation, but on the whole he thought that the decision
in the Manitoba case might be affirmed, though he arrived at that conclusion only after
doubt. As to the Saskatchewan appeal he thought the provisions of the Act there
distinguishable, and he concurred in the reasons given by his colleagues for the
dismissal of the appeal. Brodeur, J. laid much stress on the Manitoba case on the title
of the Dominion company to have a license as of right. The license he considered to
be a mere method of effecting direct taxation. He took the same view of the
Saskatchewan legislation. The obligation of a Dominion company to take out a license
was under a law or general application, and was a mere means of taxation. He
concurred in the dismissal of both appeals. Idington, J., agreed. The cases seemed to
him to turn on the same question, whether a Provincial Legislature could tax a
Dominion company. He thought the earlier decisions of the Judicial Committee had
established that it could do so in this kind of form. No one of the enumerated powers
in Section 91 enabled the Dominion Parliament to entitle a Dominion company to
escape from the obligations of a private citizen in the Province. Mignault, J., agreed as
regards the Saskatchewan appeal. The statute there was a pure taxing statute, and the
Dominion companies were not prohibited from carrying on business in the Province,
but were merely subjected to a penalty for not taking out a license. In the Manitoba
case he dissented from the majority, and thought that there should be a reversal. For
the companies were by the statute there compelled to take out a license as a condition
of exercising their powers in the Province, and of invoking the jurisdiction of its
Courts. He agreed with the view taken by Perdue, J. A., in the Court below.

34. Their Lordships have thus examined in some detail the course of the proceedings
in the cases under consideration, and have stated the substance of the various
judgments given. There has been much divergence of opinion in these judgments. It
has arisen over the single question which is the crucial one in these appeals. Can the
relevant provisions of all or any of the three sets of Provincial statutes be justified as
directed exclusively to the attainment of an object of legislation assigned by Section
92 to the Legislature, such as is the collection of direct taxes for Provincial purposes;
or do these provisions interfere with such powers as are conferred on a Dominion
company by the Parliament of Canada to carry on its business anywhere in the
Dominion, and so affect its status? The question is one primarily of the interpretations
of the British North American Act, 1867 and in the second place of the meaning of the
principle already laid down by this Committee in the John Dun Plow Case (Supra).
The constitution of Canada is so framed by the British North America Act that the
difficulty was almost certain to arise. For the power of a Province to legislate for the
incorporation of companies is limited to companies with Provincial objects, and there
is no express power conferred to incorporate companies with powers to carry on
business throughout the Dominion and every Province. But such a power is covered
by the general enabling words of Section 91, which, because of the gap, confer it
exclusively on the Dominion.

35. It must now be taken as established that Section 91 enables the Parliament of
Canada to incorporate companies with such status and powers as to restrict the
Provinces from interfering with the general right of such companies to carry on their
business where they choose, and that the effect of the concluding words of Section 91
is to make the exercise of this capacity of the Dominion Parliament prevail in case of
conflict over the exercise by the Provincial Legislatures of their capacities under the
enumerated heads of Section 92. It is clear that the mere power of direct taxation is
saved to the Province, for that power is specifically given and is to be taken, so far as
necessary, on a proper construction to be an exception from the general language of
Section 91, as was explained by Sir Monague Smith in delivering the judgment of the
Judicial Committee in Citizens Insurance Co. v. Parsons6,. Nevertheless, the methods
by which the direct taxation is to be enforced may be restricted to the bringing of an
action, with the usual consequences, which was all that was decided to be legal in
Bank of Toronto v. Lambe (Supra). It does not follow that because the government of
the Province can tax, it can put an end to the existence or even the powers of the
company which it taxes for non-compliance with the demands of the tax-gatherer.
Their Lordships find themselves unable to agree with an observation made by
Meredith, C. J., towards the conclusion of his judgment. "It is," he says, -

       "I think to be regretted that at the outset it was not determined that the authority
       of the Parliament of Canada to incorporate companies was limited to creating
       them and endowing them with capacity to exercise such powers as it might be
       deemed proper that they should possess, but leaving to each Province the power
       of determining how far, if at all, those powers should be exercised within its
       limits."
36. Such a construction would have left an hiatus in the British North America Act,
for there would have been in the Act so read no power to create a company with
effective powers directed to other than merely Provincial objects. It was decided as
long ago as 1883, in Colonial Building Investment Association v. A. G. for Quebec7
that there was no such hiatus. Nor does it appear, if reference may be made as matter
of historical curiosity to the resolutions on which the British North America Act was
founded, and which were passed at Quebec on 10th October, 1864, for the guidance of
the Imperial Parliament in enacting the Constitution of 1867, that these resolutions
gave countenance to the idea that a different construction on the point in question was
desired. The learned Chief Justice refers to them without quoting their language. But,
in connection with the topic in controversy, all that was desired by the words of these
resolutions to be assigned to the Provincial Legislatures was "the incorporation of
Private or Local Companies, except such as relate to matters assigned to the General
Parliament."
37. In Tennant v. Union Bank of Canada 8 it was decided that the British North
America Act must be so construed that Section 91 conferred powers to legislate,
which might be fully exercised even though they modified civil rights in a Province,
provided that these powers are clearly given. The rule of construction is that the
general language in the heads of Section 92 yields to particular expressions in Section
91, where the latter are unambiguous. The rule may also apply in favor of the Province
in construing merely general word in the enumerated heads in Section 91. For, to take
an example, notwithstanding the language used at the end of Section 91, the heading
in that section, "Marriage and Divorce," was interpreted on an appeal to this
Committee in the Marriage Laws Case (1912) A. C. 880 as being pro tan to restricted
by the provision of Section 92 which entrusted the making of laws relating to the
solemnization of marriage to the Provincial Legislatures. Whether an exception is to
be read in either case depends on the application of the principle that language which
is merely general is, as a rule, to be harmonized with expressions that are at once
precise and particular by treating the latter as operating by way of exception. The two
sections must be read together, and the whole of the scheme for distribution of
legislative powers set forth in their language must be taken into account in
determining what is merely, general and what is particular, in applying the rule of
construction. For neither the Parliament of Canada nor the Provincial legislatures have
authority under the Act to nullify, by implication any more than expressly, statutes
which they could not enact. The decision in 1896 of A. G. for Ontario v. A. G. for
Canada (Supra) is a good illustration of the fashion, in which the rule of construction
thus stated has been interpreted and applied.

38. It is obvious that the question of construction may sometimes prove difficult. The
only principle that can be laid down for such cases is that legislation, the validity of
which has to be tested must be scrutinized in its entirety in order to determine its true
character. Madden v. Nelsonetc. Ry. Co9. and Canadian Pacific Ry. Co. v. Corporation
of Notre Dame de Bonsecours10, are excellent illustrations of how this has been done.
In the first mentioned case a Provincial Legislature, by a Cattle Protection Act, sought
to make a Dominion railway company liable for injury to cattle straying on the line
within the Province, unless they had erected proper fences. It was held that the
Province had no power to impose liability on the Dominion railway companies as such
for the provision of works. It was pointed put in the latter case that a very different
point really arose namely, that although any direction by a Provincial Legislature to a
Dominion railway company to alter the construction of the drains on its works would
be ultra vires, still the railway company were not exempted from the obligation of a
Provincial law applicable to all land-owners, without distinction, that they should
clean out their ditches so as to prevent nuisance. In cases such as those referred to the
rule of construction above stated has been applied wherever possible. It is only where
there is actual inconsistency that the effect of the concluding words of Section 91 can
be invoked. A. G. of Manitoba v. Manitoba License Holders' Association11, is yet
another useful illustration. The legislature of Manitoba had enacted the prohibition of
transactions in liquor to take place wholly within the Province, with the saving of bona
fide transactions between persons in the Province and those in other Provinces or in
foreign countries. It was held that such legislation was valid as falling within head 16
of Section 92, "matters of a merely local or private character in the Province,"
notwithstanding that its effect would be to interfere consequentially with sources of
Dominion revenue and with business operations beyond the Province. Union Colliery
Co. v. Bryden12 and Cunningham v. Tomey Homna 13 also furnish illustrations of how
the rule of construction under consideration has been applied.

39. The only other decision to which their Lordships desire to make reference is that
in Brewers and Maltsters' Association v. A. G. of Ontario, (Supra). 18 There the
Dominion Legislature had previously and validly regulated the manufacture and
wholesale vending of spirituous liquors, and provided for the issue of licenses for such
manufacture and sale. Ontario had subsequently passed an Act requiring every person
so licensed by the Dominion also to obtain a license for sale from the Province, and to
pay a fee for it. It was held in the first place that this was direct taxation for provincial
purposes and therefore within the power of the province and secondly, that the license
was such as to be authorized among the "other licenses" included in the general words
of head 9 of Section 92 "shop, saloon, tavern, auctioneer, and other licenses in order to
the raising of a revenue for Provincial purposes." Their Lordships think that what is
implied in this decision is that while the Dominion Legislature had power to place
restrictions throughout Canada on the traffic in liquor, the powers conferred by Section
91 did not in anyway conflict with the positive powers of taxation and licensing for
Provincial objects, expressly and particularly conferred by Section 92. These in so far
as there might have been any interference, had been conferred by the Imperial
Parliament on the Provinces by way of exception both from the general power of
legislation given to the Dominion by the initial words of Section 91, and from any
purely general enumerated head, such as the regulation of trade and commerce.

40. The principle of interpretation to be followed in applying the test laid down in the
John Deere Plow Co. Case, that Provincial legislation cannot validly destroy the status
and powers conferred on a Dominion company by Act of the Parliament of Canada,
does not appear to be obscure when read in this light.

41. Turning to its application, the first thing to be observed is the nature of the
questions to be answered. Their Lordships will dispose in the first place of a
subsidiary matter, which is whether a Dominion company can be precluded from
acquiring and holding land in a province by a Provincial Law of the nature of a
general Mortmain Act. It is clear, both on principle and from previous decisions, that
it is within the competence of a Provincial Legislature to enact such legislation, and
the question is therefore answered in the affirmative. If there be a provision to this
effect, occurring even in a statute which in other respects is ultra vires, and that
provision be severable it is valid. In the Ontario case there is, therefore no doubt that
the broad result of the contention of the Province under this head is well founded; for
there the Legislature has passed a Mortmain Act of general application, and in regard
to this Act a Dominion company is in no better position than any other corporation
which desires to hold land.

42. In Manitoba there is no general Mortmain Act, but Section 112 of the Manitoba
Companies Act enables a corporation receiving a license under Part IV of the Act,
relating to extra-Provincial companies, to acquire and hold land as freely as could any
company under Part I of the Act. Even if the provision as to the licensing of extra-
Provincial companies is held to be ultra vires, so as to prevent such a provision from
being operative, as being in severable, it is plain that the substance of a provision
which is of the character of a mortmain law is within the powers of the Province.

43. In Saskatchewan there is no general Mortmain Act, but the Companies Act of
1915, by Section 19, enables a company incorporated under the law of the Province to
hold land. By Section 25 a company not so incorporated (and this includes a Dominion
company) may, if it has been licensed, carry on its business as if it had been
incorporated under the law of the Province. This enables it to hold land unless the
provisions as to the grant to it of a license are inoperative. Their Lordships do not
think that Section 29 of the Companies Act of Canada, which purports to enable a
Dominion company to acquire and to hold real estate requisite for the carrying on of
its undertaking, can prevail against any severable provision by a Provincial
Legislature restricting the power of corporations generally to acquire or hold real
estate in the Province.

44. Their Lordships now pass to the question of a more general order, which is the
main one in these appeals. Had the Provinces of Ontario, Manitoba and Saskatchewan
power to impose on Dominion companies the obligation to obtain a license from the
Provincial Government as a condition of the exercise in these Provinces respectively
of the powers conferred on them by the Dominion? If the condition of taking out a
license had been introduced, not so as to affect the status of the Dominion company,
but simply for the purpose of obtaining payment of a direct tax for Provincial
purposes, or of securing the observance of some restriction as to contracts to be
observed by the public generally in the Province, or of causing the doing, by that
public generally, of some act of a purely local character only under license, their
Lordships would, for reasons already given, have been prepared to regard the
condition as one which it was within the power of the Province to impose. Even then it
would have been requisite to see, as was pointed out by Lord Herschell, in delivering
the judgment of the Judicial Committee in the Brewers and Malsters Case (4), that the
Provincial Legislature was not, under the guise of imposing such direct taxation in the
form of which he was speaking as being within their power, really doing something
else, such as imposing indirect taxation. As to any inquiry in the future whether this or
anything analogous has been in substance attempted, their Lordships hold themselves
unfettered. If, for example, such a question were to arise hereafter, involving
consideration of whether the real effect of the license required by a Provincial law has
been to abrogate capacity which it was within the power of the Parliament of Canada
to bestow, or whether for a breach of conditions a Provincial Legislature could impose,
not an ordinary penalty but one extending to the destruction of the status of the
company and its capacity in the Province, nothing that has been here said is intended
to prejudice the decision of such a question, should it occur. It is sufficient to observe
once more that in such matters, what cannot be done directly can no more be effected
by indirect methods.

45. What remains is to apply the principle of the decision in the John Deere Plow Case
as so interpreted to the actual Provincial Legislation challenged.

46. As to Ontario, the statute impugned is the extra-Provincial Corporations Act in its
application to Dominion companies. Their Lordships have come to the conclusion that
the real effect of this Act, as expressed or implied by its provisions, is to preclude
companies of this character from exercising the powers of carrying on business in
Ontario, to the same extent as in other parts of Canada, unless they comply with a
condition sought to be imposed that of obtaining a license to do so from the
Government of the Province. By Section 7 such companies are expressly prohibited
from doing so; and the provision in Section 9, sub-Section 2, that no limitations or
conditions are to be included in such a license as would limit a Dominion Company,
for example, from carrying on in the Province all such parts of its business, or from
exercising there all such parts of its powers, as its Act or charter of incorporation
authorizes, does not in their Lordships' opinion sufficiently mend matters. For the
assertion remains of the right to impose the obtaining of a license as a condition of
doing anything at all in the Province. By Section 11 the grant of the license is made
dependent on compliance with such regulations as may happen to have been made by
the Lieutenant-Governor in Council under Sections 2 and 10 of the Act. By Section 16
and also under Section 7 itself an extra-Provincial corporation required to take out a
license is to be fined for not doing so and, under Section 16 is to be incapable of suing
in the Courts of the Province. Their Lordships are of opinion that these provisions
cannot be regarded as confined only to such limited purposes as would be legitimate,
and that they are therefore ultra vires.

47. Taking next the Companies Act of Manitoba, Part IV of this Act deals with extra-
Provincial Corporations including Dominion companies. The effect of the scheme of
this part does not appear to their Lordships to differ in any feature that is material from
that of the Ontario Act. Inter alia, a Dominion Company must take out a license,
which it is entitled to receive if it complies with the provisions of the Act and with
regulations to be made by the Lieutenant-Governor in Council. There may, under
Section 111, be limitations and conditions specified in the license, and if the Company
makes default in complying with these or certain other provisions, the license may be
revoked under Section 121. Unless the company obtains a license it cannot, nor can
any of its agents, carry on business in Manitoba. Penalties are imposed for carrying on
business without a license, and so long as unlicensed, the company cannot invoke the
jurisdiction of the Courts of the Province. It does not alter the scope of these
provisions that by Section 126 fees are payable for license, to be applied to the benefit
of the revenue of the Province.

48. Their Lordships are unable to take the view that these sections regarded together
are directed solely to the purposes specified in Section 92. They interpret them, like
those of the Ontario statute, as designed to subject generally to conditions the activity
within the Province of companies incorporated under the Act of the Parliament of
Canada. Restriction in this statute as to the holding of land cannot be severed from the
general provisions as to licensing so as to make those restrictions enforceable as being
in the nature of Mortmain Legislation.
49. The statute remaining to be considered is that passed by the Legislature of
Saskatchewan in 1915, a general Companies Act, which, however, contains provisions
applicable to Dominion companies. By Section 23 if such companies carry on
business in Saskatchewan, they must be registered under this Act, and if, they carry no
business without registering, the companies, and also the agents acting for them, are
made liable on summary conviction to penalties. By Section 24 such companies are
entitled to be registered on complying with the provisions of the Act and on paying the
prescribed fees. There are also payable annual fees. By Section 25 such companies
may upon certain conditions receive a license to carry on business in Saskatchewan,
and if they carry on business without a license are guilty of an offence and liable to
penalties. By Section 29, where the Registrar satisfies himself in the prescribed
manner that a company registered under the Act has ceased to carry on business, he
may strike the Company off the Register, and it is then to be dissolved. By Section 30
if the registration fees prescribed by the regulations made by the Lieutenant-Governor
in Council be not paid, the Registrar is to strike the company off the register.

50. Here, again, their Lordships think that the Provincial Legislature has failed to
confine its legislation to the objects prescribed in Section 92 and has trenched on what
is exclusively given by the British North America Act, 1867 to the Parliament of
Canada. If the Act had merely required a Dominion company, within a reasonable
time after commencing to carry on business in Saskatchewan, to register its name and
other particulars in the Provincial register and to pay fees not exceeding those payable
by Provincial companies, and had imposed upon it a daily penalty for not complying
with this obligation, it could, their Lordships think be supported as legitimate
machinery for obtaining information and levying a tax. But the effect of imposing
upon such a company a penalty for carrying on business while unregistered is to make
it impossible for the company to enter into or to enforce its ordinary business
engagements and contracts until registration is effected, and so to destroy for the time
being the status and powers conferred upon it by the Dominion.

51. Further, if it is the intention and effect of the Act that a Dominion Company when
registered in the Province shall be subject (by virtue of the definition section or
otherwise) to the general provisions of the Saskatchewan Companies Act or shall
become liable to dissolution under Section 29, the Act would be open to question on
that ground; but it is right to say that such a construction was disclaimed by counsel
for the Attorney-General of Saskatchewan and as regards the liability to dissolution
has been excluded by an amending Act passed while these proceedings were pending.
Section 25 of the Saskatchewan Act, which requires a Dominion company to obtain a
license, stands on the same footing as the enactments in Ontario and Manitoba which
have been held void as ultra vires; and in this case also the restrictions on the holding
of land are not severable from the licensing provisions and are invalid on that ground.

52. The result is that their Lordships take the view which commended itself to a
minority of the judges in the Courts below, and find themselves unable to agree on the
main question argued, either with preponderating opinion expressed in the Supreme
Court of Canada on the Saskatchewan and Manitoba legislation, or with that of the
majority of the appellate Court of Ontario on the validity of the statute of that
Province, but that on the subsidiary question as to the Mortmain Act of Ontario they
agree with the Ontario Courts.

53. The proper course will be to allow the appeals and to declare:-

       (1) That in the case of all four appellant companies the provisions of the parts of
       the Provincial Companies Acts which were the subject of the proceedings in the
       Courts of the Provinces of Ontario, Manitoba and Saskatchewan, in so far as
       they purport to apply to the appellant companies respectively, are ultra vires of
       the Provincial Legislatures in each case, that these companies are not precluded
       by reason of not having been licensed or registered under those Acts from
       carrying on business and exercising their powers in the three provinces, and are
       not liable to the penalties prescribed for having so carried on business and
       exercised their powers.
       (2) That in the case of the Province of Ontario none of the appellant companies
       can acquire and hold lands in the Province without a license under the
       Provincial Mortmain Act, and that it is, within the power of the other Provincial
       Legislatures to impose the requirement of a license directed to this purpose. The
       judgments of Hasten, J. in the Ontario cases will be restored, and the other
       proceedings dismissed.
54. As regards costs their Lordships were informed that in the cases in the Courts
below it was, in certain of the proceedings agreed that there should be no costs.
Having regard of the character to the questions raised, and of the circumstance that on
one important point, that as to mortmain, the whole of the contentions of the appellants
have not been successful, they think that there should be no costs for any of the
parties, either of the appeals or in any of the Courts below.

55. They will humbly advise His Majesty in accordance with what has been said.
Appeals allowed.

Cases Referred.

1. (1915) A. C. 330

2. (1896) A. C. 34

3. 12 App. Cas. 575

4. 12 App. Cas. 575

5. (1897) A. C. 231

6. 7 App. Cas. 108

7. 9 App. Cas. 157

8. (1894) A. C. 31

9. (1899) A.C. 626

10.  (1899) A. C. 367

11.  (1902) A. C. 73

12.  (1899) A. C. 580

13.  (1903) A. C. 151