way would, according to the depo- | sited plans and sections, pass, opposed the bill in Parliament; whereupon the Railway Company entered into negotiations with him, which resulted in certain heads of agreement being drawn up and signed by agents on behalf of both parties, and A.'s withdrawal of his opposition. The bill passed into an Act in 1847; and soon afterwards, A. tendered a formal agreement to the Company for their execution. A. died in March, 1848, leaving the plaintiff's his devisees in trust. The Railway Company, in the same year, declared their intention of abandoning their scheme for making the branch line; and, after repeated applications, returned the draft agreement, altered so as to make the taking of A.'s land conditional on the formation of the Railway. Nothing further was done; and on the 18th of June, 1850, the plaintiffs filed their claim for specific performance of the heads of agreement. On the 9th of July, in the same year, the powers of the Company to take land compulsorily ceased. The Master of the Rolls held, that the plaintiffs were entitled to specific performance of the heads of agreement entered into before the passing of the Act, notwithstanding the plaintiffs had delayed filing their claim for eighteen months after the defendants' agreement had been returned and the scheme abandoned. The Lords Justices, on appeal, following their decision in Webb v. The Direct London and Portsmouth R. Co., reversed the decision of the Court below, holding, that it was not a case for specific performance, on the grounds, that complete relief could be obtained at law, and that there existed no mutuality in the contract; that, independently of these grounds, the laches of the plaintiff's in filing their claim, public

6. By a memorandum of agreement under the corporate seal of a Railway Company, who were the promoters of a bill in Parliament for a branch line from their Railway to Spalding, with an extension to form a junction with the Ambergate Railway, the Company agreed, conditionally on the bill passing, to purchase the whole of the plaintiff's lands, of part of which he was owner in fee simple, and of the other part only tenant for life, and to obtain all necessary powers for enabling them to complete the purchase. One third only of the plaintiff's land was within the limits of deviation, and directly affected by the bill in Parliament. The objects of the agree ment were, to induce the plaintiff to withdraw his opposition to the bill, and also to enable the Company to form, independently of Parliament, by means of a diverging line passing through a part of his lands not included in the deposited plans, a junction with the Ambergate Railway, in the event of the extension proposed by the Company's bill being rejected by Parliament. There was nothing in the agreement or evidence to shew that the plaintiff knew of the latter object of the Company.

The bill passed into an Act, with a clause prohibiting the formation of the extension line, but giving the Company power to purchase land, not exceeding thirty acres, for extraordinary purposes. The Company afterwards abandoned the whole of the proposed undertaking, and declined to perform the contract, whereupon the plaintiff filed his bill. The Vice-Chancellor decreed spe

cific performance of the contract, and directed a reference to the Master as to the plaintiff's title. The Master, by his report, having approved the title, the defendants took exceptions to the report, which were overruled by the Vice-Chancellor. The Lord Chancellor, on appeal, affirmed the decisions of the Court below on the hearing and exceptions.

Held, that an incorporated Railway Company, acting as the promoters of a bill for the extension of their line, are competent to bind themselves by contract with a landowner, conditionally on the Act passing, for the purchase of the whole of his property, although a portion only of it was directly affected by the bill.

A Company cannot release itself from contracts so entered into by impediments of their own creating, such as allowing the powers for the compulsory purchase of land or the completion of the Railway to expire, or omitting to pursue the forms prescribed by the Lands Clauses Consolidation Act, or upon any grounds of supposed illegality in the contract, of which the landowner is not shewn to be conusant. Hawkes v. The Eastern Counties R. Co.-Ch. 188

7. An incorporated Railway Company promoted a bill in Parliament, to obtain powers to make an extension line. A landowner opposed, but withdrew his opposition in consequence of an agreement to purchase his land, entered into and executed by a person, the solicitor of the Company, who professed to act as their agent. The agreement was not under the seal of the Company, and the person executing it had not been legally authorised by the Company to do so. The bill passed into an Act, but the construction of the Railway was not proceeded with

before the expiration of the compulsory powers of the Company. The time for the completion of the Railway had not expired when the plaintiff filed his bill against the Company for specific performance of the agreement: Held, that, in the absence of any proof of the adoption of the agreement by the Company, or of their having received any benefit under it, the plaintiff was not entitled to a decree for specific performance, and that the Company were not compellable to admit the contract in an action at law for damages. Gooday v. The Colchester and Stour Valley R. Co.-Ch.

375

8. An agreement between two Railway Companies, involving a delegation or transfer from one to the other, of any of the duties or powers exclusively given to either of them, is invalid and against public policy.

The 87th section of the Railways Clauses Consolidation Act gives a limited power to a Railway Company to run over a line belonging to another Company, for the purposes of their own traffic only.

An agreement to apply to Parliament, or an agreement not to be acted on until necessary powers have been obtained, is legal, and one with the execution of which the Court will not interfere.

An application to restrain the Company from affixing their seal to an illegal agreement, refused.

Where the object is to restrain the execution of an illegal agreement, a bill filed by one shareholder on behalf of himself and all other shareholders against the Company, is rightly framed, and the officers of the Company need not be individually parties. Winch v. The Birkenhead, &c. R. Cos.-Ch. 384

9. One Railway Company entered into the following agreement with

The

another Railway Company:-" The Great Northern Railway Company to give the following terms, bearing harmless the Ambergate Railway Company against all liabilities, whe ther of canals or otherwise. Great Northern Railway Company, until an Act of Parliament can be obtained, to work the traffic of the Ambergate Railway Company from the 1st of July next, and to pay to the Ambergate Railway Company such tolls as will, after answering all expenses and liabilities, furnish a dividend of 47 per cent. on the paid-up share capital of the Ambergate Railway Company; and, as soon as an Act of Parliament can be obtained, will guarantee a dividend of 41 per cent. on such capital. The Great Northern Railway Company to apply, at their own expense, for an Act of Parliament to ratify such arrangement; and, in case such Act is not obtained in the first session, the application to be renewed, always at the expense of the Great Northern Railway Company, unless the same be lost by the default of the Ambergate Railway Company. The Great Northern Railway Company to have the privilege of paying off the shareholders at par, on giving six months' notice at any time after the obtaining of the Act. No further call to be made on the Ambergate shares."

This agreement had been approved at a general meeting of one of the Companies, but, before it was submitted to the meeting of the Great Northern Railway Company, one of the shareholders filed a bill praying an injunction to restrain the Company from proceeding with it :— Held, that the 87th section of the Railways Clauses Consolidation Act gives one Railway Company a right to contract for passing over the line of another Company, and to stop,

and take up and carry passengers. and goods upon that line, but not to acquire the trade of the Company over whose line they have agreed to pass.

That an agreement "to pay such an amount as would, after answering all expenses and liabilities, furnish a dividend of 4. per cent.," is not an agreement to pay "toll" within the meaning of the Act.

That, if one shareholder dissent, the funds of a Company are not applicable to the purpose of applying to Parliament for powers to enter into any undertaking not forming part of the original objects for which the Company was incorporated. Simpson v. Denison-Ch.

403

10. Two Railway Companies, N. and S. (the defendants), solicited a bill in Parliament to authorise the N. Company to take a lease of the undertaking of the S. Company, which consisted of three distinct lines of railway. The plaintiffs opposed the bill; but an agreement having been entered into between the three Companies, the plaintiffs withdrew their opposition, and the bill passed into an Act, empowering and requiring the S. Company to grant to the N. Company, and the N. Company to accept, a lease in perpetuity of all the S. Company's undertaking. An agreement under the corporate seals of the three Companies was then executed; and by the first clause the Companies N. and S. undertook, during the continuance of the lease, to keep an account of the traffic from Shrewsbury and Wellington to Rugby or any place to the south. By the second clause, they undertook to furnish the plaintiffs with half-yearly accounts of these matters. By the third clause, they undertook not to convey anything from Shrewsbury

or Wellington, or from any point between those two places, to any point on the line of the plaintiffs' railway or the Stour Valley Railway, or to use the line by Gnosal and Stafford to compete for any traffic which properly belonged to the plaintiffs. By the fourth clause, it was stipulated that the contract should not be evaded by any device, and that any questions arising from it should be referred to the arbitration of R. S. And by the fifth clause, the plaintiffs were to have liberty to determine the agreement by a six months notice. One line only of the three railways projected by the S. Company was completed, and no lease was executed pursuant to the Act; the defendants contending that the time for granting a lease had not arrived until the completion of the three lines. The plaintiffs opened their line of railway in 1849, and applied to the defendants to fulfil the terms of the agreement; which application not being acceded to, the plaintiffs filed their bill for specific performance, and praying an injunction to restrain the defendants from carrying passengers, cattle, or goods between the specified points, and from using their railway between Gnosal and Stafford to compete with the plaintiffs' traffic. Demurrers were put in to this bill, and allowed by the Vice-Chancellor. Lord Cottenham, L. C., reversed that decision; whereupon the Vice-Chancellor granted an injunction. Lord Truro, L. C., on motion after answer, discharged the injunction granted by the Vice-Chancellor, with liberty to the plaintiffs to bring such action as they might be advised, both parties undertaking to keep all the required accounts. An action was brought by the plaintiffs in the Court of Queen's Bench; the declaration was

demurred to, and the demurrers were upon argument overruled. The cause then came on for hearing before the Master of the Rolls, who dismissed the bill, and refused to make any order upon a renewed motion for an injunction. The Lords Justices on appeal confirmed the order of the Master of the Rolls, and dismissed. the bill, but without costs.

Held, by the Vice-Chancellor, that, no lease of the undertaking having been executed, the agreement had not come into operation.

Held by Lord Cottenham, L. C., that the time for granting a lease of each distinct line arose upon the completion of each line, and that the agreement was binding.

Held by Lord Truro, L. C., that the injunction, granted in aid of an alleged legal right before the hearing, not being required for the protection of the plaintiffs against irremediable mischief, be discharged; with liberty to bring an action.

Held by the Court of Queen's Bench, that the agreement was not void at law

Held by the Master of the Rolls on the hearing, that the time when. the agreement was to come into operation had not arrived, and that the bill be dismissed.

Held by Knight Bruce, L. J., on appeal, that, independently of the Leasing Act, the agreement was beyond the powers of the directors, and a breach of trust as between them and their shareholders.

Held by Turner, L. J., that the time for granting a lease of one line of the three Shropshire Union Railways arrived on the completion of that line; but that the agreement was beyond the powers of the contracting parties, and could not be enforced by a Court of equity. The Shrewsbury and Birmingham R. Co. v. The London and North Western R. Co., &c.-Ch. 531

11. The Company (plaintiffs) entered into an agreement with the Company (defendants), whereby the plaintiffs were to have the right of using certain portions of the defendants' railway, and their stations, conveniences, &c. The plaintiffs afterwards entered into an agreement · with the East Anglian Railway Company, whereby the latter Company, without legislative sanction, delegated for a term all their rights over their railway, &c., to the plaintiffs. The defendants being prejudiced by the latter agreement, obstructed the plaintiffs in the use of that portion of their line, which was connected with the East Anglian Railway, thereby depriving the plaintiffs of the benefit of their agreement.

The plaintiffs filed their bill, and moved for an injunction to restrain the defendants from obstructing the passage of the plaintiffs over their line:-Held, that the agreement between the plaintiffs and the East Anglian Railway Company was in itself illegal; and that the Court would not interfere in cases where the effect of its interference would be to extend and facilitate the objects of an illegal agreement."

That, where Railway Companies have entered into agreements as to passing over each other's lines, the rights of the parties must depend on the terms of the agreement, and can no longer be governed by the provisions of the Railways Clauses Consolidation Act. The Great Northern R. Co. v. The Eastern Counties R. Co.—Ch.

ARBITRATION.

643

1. A tenant for life refused a sum of money offered by a Railway Company as the value of lands taken for the purposes of their Act, and required the amount to be settled by arbitration. The umpire awarded

2. Where part of a person's land is taken by a public Company, and the old approach to the land not taken is, by those means, cut off, an arbitrator appointed under the Lands Clauses Consolidation Act, 1845 (8 Vict. c. 18), has no power to determine the question as to the future access to the land, but can only award pecuniary compensation for the injury arising by reason of the loss of the old approach.

Nor ought the arbitrator to award compensation for future damage that may possibly arise to the land not taken by reason of the execution of the works, there being a remedy under the 68th section if such damage do arise.

Nor is he bound to award compensation, specifically, for damage sustained by reason of the land not taken having remained unoccupied, in consequence of the Company's notices under the Act.

Where one entire rent extends over the land taken and that not taken, the arbitrator has no power to apportion the rent, but the apportionment must be effected under the 119th section. In re Ware, 780

ASSESSMENT. See TITHES.

ATTORNEY-GENERAL.

See INFORMATION.

BILL IN PARLIAMENT, PROMOTION OF.

See PARLIAMENT, APPLICATION TO.