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and which I hope, as I proceed, to so amplify as to meet the objections of the other side. The line to be constructed between Brunnerton and Beefton with the proceeds of the debenture capital raised in 1889 was a portion specially chosen as most likely to bring in an immediate return. That was the locality over which the Proclamation had previously been made about two years before, and soon after withdrawn. It is at this point that the first serious grievance of the company arose. It was very soon after this section of the railway had been begun out of moneys thus raised that a series of Proclamations, at evasive intervals of time, were issued : practically they were a series with an almost obvious intention of doing again what had been done some two or three years a<;o but withdrawn. The wording of subclause (c) of clause 16 of the contract provides that the reservations shall be made "from time to time." Sir C. Lilley : " Evasive." That is rather like a charge of fraud. Mr. Hutchison : The term has been used before in connection with this very matter, and I adopt it as expressing the character of what occurred. With scarcely any break in continuity, reserves were made which practically had the effect of again doing what the single Proclamation in 1887 had previously attempted to do. This leads me to consider Sir C. Lilley : I would like you to give us your idea of " evasive intervals of time." Mr. Hutchison: A week or two. My reference may be clearer when we come to criticize the wording of subclause (c) of clause 16. I only incidentally refer to the fact at this point. The new contract gave the company, instead of the right to land in alternate blocks under the contract of 1884, the right of selection over a very large area of land—more than five million acres in extent-r---out of which it was considered the company would be sure to obtain land to the value of the million and a quarter which it was part of the contract it should receive as half the estimated cost of the railway. Sir C. Lilley : Was there not some provision as to the frontage of the line ? Mr. Hutchison : Not any at all. It was a general right of selection over .an immense area in the Middle Island, out of which the company were to select lands, as defined by what is called the B 1 map, up to the limit of £1,250,000, which was 50 per cent, of the estimated cose of the railway.' Sir B. Buenside : That is in the real contract. Mr. Hutchison: Yes. Sir B. Buenside : All the lands are scheduled in the new contract? Mr. Hutchison : Yes. The alternate-block system was abolished, and instead there was a right of selection at values defined by schedules attached to the maps annexed to the contract. The second of these maps is the B 1 value map. The prices of the lands in the schedules range from 10s. up to £1 17s. 6d. an acre. Sir B. Burnside : The contract forbids you going outside the area. Mr. Hutchison: Yes, we cannot go outside; but there is supposed to be plenty-—-abundantly so— for the purpose of clause 16, which gives the company the right of selection with certain exceptions. The only exception of importance to be noticed at present is the exception indicated by subclause (c), which reads, " All lands which from time to time, in the opinion of the Governor, are or may be required for bond fide mining purposes, and the several purposes connected therewith or incidental or conducive thereto, and which lands shall from time to time be set apart and defined by Proclamations to be issued in that behalf; but no more than ten thousand acres shall be so set apart or proclaimed in one block at any one time; and the lands so set apart and proclaimed from time to time shall not in the aggregate exceed seven hundred and fifty thousand acres." Now, I have to submit an interpretation of this subclause to the Court. I would, first of all, call the attention of the Court to the fact that the opinion here to be exercised is that of one of the parties to the contract. It cannot be said that the Governor is other than the representative of the Queen —the agent of the Queen —who is one of the contracting parties ; and on that point I would submit that the opinion of the Governor may not be conclusive on a question of the kind. If an employer is to decide on any question, his decision is conclusive only if he acts bond fide, which is a question of fact. That is decided in the case Studhart v. Lee (32 Law Journal, Q. 8., page 75). In a further case the decision is thus noted: " Where a contract required the work to be done to the satisfaction of the other party, his approval was held not to be a condition precedent." That is the case Dullman v. King (4 New Cases, page 108). Now, as to the phrase "from time to time," which occurs in the first line of this subclause, these words appear to have their correlatives in the next sentence, where the opinion of the Governor is to be exercised as to what " are " or " may be " required for a certain purpose. The opinion to be thus arrived at by the Governor from " time to time " would not, I submit, be properly exercised at what I have called evasive intervals of time— the expression of opinion must have relation to events arising and calling for the exercise of a sound judgment. There is a phrase in the 18th clause which may throw some light upon these words : "from time to time in the opinion of the Governor are or may be required." The phrase I would refer to is to be found in the second proviso of the 18th clause, which provides for the making of certain exceptions which in the opinion of the Governor may " be or be likely to be " required. There the Governor seems to have a larger power than under clause 16, under which it is contended that he cannot look into the future—that the words "may be" should be construed as to events actually occurring at the time. The word "required," which follows the words " are or may be," seems to have an important bearing on the context. Sir B. Buenside : You say there must be existing facts which call for an exercise of the power ? Mr. Hutchison: Yes, that is what I contend. There must be potential facts. "Likely to be" is the phrase in clause 18, which would justify a speculative opinion. In clause 16 the "may be" means, I submit, an opinion to be exercised at some future time, but only on existing facts supporting a then present opinion. Then follow these words : "for bond fide mining purposes." I submit that these do not mean " colour " (to use a.mining phrase) or " colourable," but f.'ieal,"