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duly registered on 15 June, 1891, in the port of registry. A series of similar mortgages was subsequently executed by the association to the Marine Securities Corporation, all comprising vessels acquired subsequently to the debentures. The total amount now due thereon to the mortgagee corporation was 8,000l. There was an affidavit by the secretary of the Marine Securities Corporation stating that all the negotiations with the association or Mr. Williams, the respondent, on their behalf were proceeded with upon the basis that all the mortgages given to the corporation were first mortgages and that he always understood from the said Williams that such mortgages were first mortgages, and were not affected by the debentures.

The trustees for the debenture-holders' trust deed had subsequently to the dates of the applicants' mortgages taken and registered in December, 1893, a mortgage in the statutory form of the ships comprised in the debenture-holders' security. An action had been commenced in the year 1894 by the debentureholders to realise their security, and on 19 July, in that year, an order was made in the action appointing two persons receivers of the property comprised in the debenture-holders' security. This was a summons on behalf of the Marine Securities Corporation that notwithstanding the appointment of such receivers, the corporation might be at liberty to take possession of the vessels comprised in the mortgages to it.

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Baker (Farwell, Q.C., with him), for the Marine Securities
Corporation:

Our mortgage is in the statutory form and registered before the mortgage executed in favour of the debenture-holders under the provisions of the trust deed. That entitles us to priority, and there is no equity to displace our legal priority under the Merchant Shipping Act, 1854. [He referred to sections 43, 66, 69 (2).] Secby the register book to be vested in any other party the registered owner of any ship or share therein shall have power absolutely to dispose in manner hereinafter mentioned of such

(2) Sections 43, 66, 69 of the Merchant Shipping Act, 1854 (conf. Merchant Shipping Act, 1894, ss. 56, 31, 33), are as follows:

Section 43: No notice of any trust express implied or constructive shall

be entered in the register book or receivable by the Registrar: and subject to any rights and powers appearing

ship or share and to give effectual receipts for any money paid or advanced by way of consideration."

Section 66: "A registered ship or

tion 3 of the Merchant Shipping Act, 1862, read into section 69 of the Act of 1854, enables the Court to recognise equitable titles, but does not make an equitable title prior in time prevail over a subsequent legal title duly registered. The debenture-holders' trust deed was entered on the association's register of mortgages, but not the debentures, and so we had no notice of the debentureholders' charge affecting after-acquired vessels. A floating debenture like this does not primâ facie prevent the creation of a specific mortgage like ours: Wheatley v. Silkstone and Haigh Moor Coal Co. (3). The clause as to not creating a prior charge makes no difference; for we are not to be deemed to have notice of it: English and Scottish Mercantile Investment Co. v. Brunton (4). We asked and were told that the debentures did not affect our priority.

Alexander, Q.C. (Dundas Gardiner with him):

Section 3 of the Act of 1862 has modified or repealed section 69

any share therein may be made a security for a loan or other valuable consideration and the instrument creating such security hereinafter termed a mortgage shall be in the Form marked 1 in the schedule hereto or as near thereto as circumstances permit: and on the production of such instrument the registrar of the port at which the ship is registered shall record the same in the register book."

Section 69: "If there is more than one mortgage registered of the same ship or share therein the mortgagees shall notwithstanding any express implied or constructive notice be entitled in priority one over the other according to the date at which each instrument is recorded in the register books and not according to the date of each instrument itself."

Section 3 of the Merchant Shipping Act, 1862 (conf. Merchant Shipping Act, 1894, s. 57), is as follows:

(3) 29 Ch. D. 715; 54 L. J. Ch. 778; (4) 4 R. 58; [1892] 2 Q. B. 1, 700; W. R. 133.

"It is hereby declared that the expression beneficial interest' whenever used in the second part of the principal act included interests arising under contracts and other equitable interests: and the intention of the said Act is that without prejudice to the provisions contained in the said Act for preventing notice of trusts from being entered in the register book or received by the Registrar and without prejudice to the powers of disposition and of giving receipts conferred by the said. Act on registered owners and mortgagees and without prejudice to the provisions contained in the said Act relating to the exclusion of unqualified persons from the ownership of British ships equities may be enforced against owners and mortgagees of ships in respect of their interests therein in the same manner as equities may be enforced against them in respect of any other personal property."

52 L. T. 798; 33 W. R. 797. 62 L. J. Q. B. 136; 67 L. T. 406; 41

of the Act of 1854 so far as is necessary to enable the Court to do what section 3 says the Court is to do-to give effect to all equities which would be enforceable if the property were Consols for instance and not ships. The earlier Act must give way to the later: Hardcastle on Statutes, p. 346. Section 3 is of the widest description and embraces equities of whatever kind: Stapleton v. Haymen (5), Hughes v. Sutherland (6), The Celtic King (7).

[VAUGHAN WILLIAMS, J.: Notice does not give an equitable title. Notice and title are two different things.]

The analogy of the Middlesex registry applies: Wormald v. Maitland (8).

Then I say that the mortgagees had constructive notice of our charge. They knew of the debentures and they were bound to inquire. A man who has notice of a document charging property has notice of the contents of the document: Patman v. Harland (9), Le Neve v. Le Neve (10), and see per Lord ESHER in English and Scottish Mercantile Investment Co. v. Brunton (4), at p. 709. The applicants, if not within the first, at least are within the second branch of the rule laid down by WIGRAM, V.-C., in Jones v. Smith (11).

Farwell, Q.C., in reply:

Liverpool Bank v. Turner (1) explains the origin of section 3 of the Merchant Shipping Act, 1862. Wormald v. Maitland (8) was disapproved by the House of Lords in The Agra Bank v. Barry (12).

Stokes, for the liquidator of the Victoria Steamboat Association.

Upjohn and T. M. Solomon, for the trustees of the debenture trust deed.

(5) 2 H. & C. 918; 33 L. J. Ex. 170; 9 L. T. 655; 12 W. R. 317.
(6) 7 Q. B. D. 160; 50 L. J. Q. B. 567; 45 L. T. 287; 29 W. R. 867.
(7) 6 R. 754; [1894] P. 175; 63 L. J. P. 37; 70 L. T. 562.

(8) 35 L. J. Ch. 69; 13 W. R. 832.

(9) 17 Ch. D. 353; 50 L. J. Ch. 642; 44 L.. T. 728; 29 W. R. 707.

(10) 2 W. & T. L. Cas. (6th edit.) 26.

(11) 1 Hare 43; 11 L. J. Ch. 83.

(12) L. R. 7 H. L. 135, 145.

VAUGHAN WILLIAMS, J.: This is a summons on behalf of the mortgagees of certain ships claiming under mortgages in the statutory form and duly registered. The exact date of registration I need not state. Suffice it to say that the mortgages were prior in point of date to the mortgage in statutory form under which the debenture-holders claim. What the applicants now ask by their summons is that notwithstanding the appointment of the receivers in the debenture-holders' action, they-the applicantsmay be at liberty to take possession of certain steamboats, the property of their mortgagor, the Victoria Steamboat Association, that is to say, The Lord of the Isles, The Mermaid, The Fairy Queen, The Victoria, The Princess Beatrice, The Empress Frederick, and The Palm, and to sell the same or otherwise to exercise all their powers as mortgagees of the said vessels under certain mortgage agreements dated respectively 10 June, 1891, 27 October, 1891, 16 May, 1892, and 30 October, 1893. These dates of the mortgage agreements are subsequent to the date of the issue of the debentures, and the question therefore which I have to decide is one of priority, that is to say, whether the mortgagees under a statutory mortgage duly registered first in time like these, take precedence over debentures issued before them. The first point is one of the construction of the Merchant Shipping Acts, 1854 and 1862. Section 43 of the Merchant Shipping Act, 1854, provides: [His Lordship read the section, and continued:] It was held at one time on the construction of that section that the Court could in no way recognize equitable claims. The case which so decided was Liverpool Bank v. Turner (1). It was not a case in which any question of priorities arose, but one in which owners had given a letter creating a charge, and the question was whether the letter had any effect against the assignees in bankruptcy, and it was held that it had no effect that the equitable title could not be dealt with. That was felt in the commercial world to be a hardship, and section 3 of the Merchant Shipping Act, 1862, gave effect to that view of the mercantile world. It declared that equitable titles should be recognized, and in so doing it treated the amendment as if it were a statement of the law as it originally stood, not as anything new. The section runs thus. [His Lordship read section 3, and continued:] The words here as to beneficial interests are accounted

for by the argument in Liverpool Bank v. Turner (1). The plain question in that case being whether the Court would recognize equitable titles, Mr. Giffard argued that there was nothing whatever in the Act to exclude ships from the ordinary law of the country, which permits chattels to be held upon trusts, and that the provisions of the Act showed by implication that trusts were to be regarded. But his argument did not prevail either with the ViceChancellor or with the Lord Chancellor on appeal. Bearing that in mind-the origin of the provision as to beneficial interests-let me now deal with the contentions of Mr. Alexander. Mr. Alexander says that the equitable interest and the legal interest duly registered ought on a true construction of the sections to be put on an equality, and if that is not so, still that any advantage derived from the applicant's mortgage being in the statutory form and duly registered should be forfeited if such registered statutory mortgagee had at the time he acquired his security actual or constructive notice of a debenture-holders' charge such as we have here. To test that I turn to section 69 of the Merchant Shipping Act, 1854, and treating section 3 of the Act of 1862-as I am of opinion I ought to treat it -as declaratory, I read it as if it had been in terms introduced into section 69 ab initio. But I am bound to give some effect to section 69. The Legislature could not have meant section 3 to nullify section 69. That is impossible. Nor can I read section 3 as nullifying or qualifying a single word of section 69. I must give effect to the whole of section 69, not as a half-repealed section, as Mr. Alexander invites me to do, but as a living section and reading it in that way, I have come to the conclusion that the Act, though it did not mean equitable titles to be ignored, did mean that registered statutory titles should have priority given them, that an equitable title such as that of the debenture-holders here, though recognized, should be controlled by the registered statutory title. The applicants, therefore, having got a mortgage in the legal statutory form have priority over the debenture-holders who might, but did not, get their security registered, at least until it was too late. The Merchant Shipping Acts, it must be borne in mind, were passed for the public benefit-to facilitate, that is to say, mortgages, sales, &c.-and the Legislature, to effectuate that pur

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