COMPANIES CLAUSES CONSOLIDATION ACT. See PLEADING. SHARES. An affidavit in support of an application under the Companies Clauses Consolidation Act, 1845, (8 Vict. c. 16, s. 36), for a sci. fi., in order to issue execution against F. as a shareholder of a Company, against which a judgment had been obtained, stated, that deponent "having been foiled in his attempts to obtain a sight of the registry, and so to obtain authentic and official information on the subject, instituted inquiries aliunde, as to who really were the shareholders of the Company; and deponent hath been credibly informed, by persons officially connected with the Railway, and which information deponent verily believes to be true, that the said F., who has been a director from the commencement, was a duly registered shareholder of seventy shares in the said Company; and that 10851. was due thereon in respect of subscriptions not called up, the shares in the Company being 201. shares, and only 47. 108. per share having been paid up or called: Held, that this affidavit shewed prima facie that F. was a shareholder, and, being unanswered, was sufficient. Rastrick v. The Derbyshire, Staffordshire, and Worcestershire Junction R. Co., COMPANY. 799 A Company, incorporated by Act of Parliament, for making and maintaining a railway and works, was empowered to raise money to be applied in discharging the costs incurred in obtaining the Act, and the remainder towards making and maintaining the railway and works; and the profits of the Company, after defraying the expenses of making, maintaining, and working the Railway, were to be divided amongst the proprietors. The Company, so incorporated, afterwards covenanted with the plaintiffs, a Railway Company, to take a lease of their line, and to find the capital necessary for the construction of the branches and works authorised to be constructed by bills then pending in Parliament, and to pay the costs of preparing and promoting such bills:-Held, that the defendants, having a limited authority only, and being a corporation only for the purpose of making and maintaining the Railway sanctioned by the Act, could only apply their funds for the purposes provided by the statute; and that such an agreement was illegal, though the object of it might have been the increase of the profit of · their Railway. The East Anglian R. Co. v. The Eastern Counties R. Co., COMPENSATION. See ARBITRATION. 150 LANDS CLAUSES CONSOLIDATION COMPLETION OF RAILWAY. See MANDAMUS. COMPULSORY POWERS. A. sold a piece of land, and conveyed it to a Railway Company. After that the powers of the Company to take land compulsorily had ceased, W. claimed the piece of land conveyed by A., and filed his bill to 1. One of the managing committee of the South Eastern Railway Company agreed with the managing committee of a proposed Railway Company, who required the authority of Parliament to make a line of railway, and who contemplated the abandonment of their objects, that, if they would not abandon their objects, and would hand over the scheme to the South Eastern Railway Company, in the event of an application to Parliament failing, the South Eastern Railway Company would insure the Company, of which the plaintiffs were the managing committee, against any loss which might be caused to the said Company by such rejection and failure, and would defray all expenses that should be incurred in endeavouring to obtain the Act of Parliament. The South Eastern Railway Company, by their Act, had no power so to apply their funds-Held, that the contract was contrary to public policy and the provisions of a public Act, and was therefore void. M'Gregor v. The Dover and Deal R. Co., 227 2. The plaintiffs having obtained an Act empowering them to make a railway connecting the London and Birmingham Railway with the Great Western Railway, agreed with the latter Company that they might carry their line across the plaintiffs' on a level, the soil of the land belonging to the plaintiffs; and the Great Western Railway Company covenanted with the plaintiffs to construct a railway station at the point of junction for the purpose of transferring passengers and goods from the one railway to the other, and also to stop their trains for the purpose of meeting corresponding trains of the plaintiffs. This agreement was subsequently sanctioned by Act of Parliament. Afterwards, the defendants having previously agreed with the plaintiff's to take a lease of their railway, obtained an Act of Parliament (the 8 & 9 Vict. c. clvi) to enable them to take that lease. It recited, that it had been found that the defendants' railway could not be worked as a separate and independent undertaking with advantage to the proprietors thereof; but that the same might be advantageously worked and used in connection with the London and Birmingham and Great Western Railways, or either of them, by either of the Companies to whom those railways belong. Power was given to the plaintiffs to lease to the London and Birmingham Railway Company their railway, stations, &c., and all their rights, powers, and privileges in relation thereto; and it was declared that it should be lawful for the London and Birmingham Railway Company to accept such lease, and to use, exercise, and enjoy all such powers, rights, and privileges as aforesaid. Pursuant to this Act, the lease from the plaintiffs to the defendants was executed, by which the plaintiff's leased to the defendants all the stations, &c., and rates and tolls, together with all the rights, powers, and privileges of the plaintiffs in relation thereto; the defendants agreeing, half yearly, to carry to the credit of the plaintiffs, such a sum of money as should be equivalent to one-fourth of the gross sums received by the defendants during the period of six calendar months next preceding, in respect of passengers, goods, and other things carried on the line; and the defendants covenanted, that they would, "at their own expense, during the continuance of the lease, efficiently work and repair the railway and works demised, and indemnify the plaintiffs against all liabilities, loss, charges, and expenses, claims and demands, whether incurred or sustained in consequence of any want of repair, or in consequence of not working, or in any manner connected with the working of the same railway and works ;" but the plaintiffs were to have no control whatever over the working or management of the line or works. In an action on this agreement for not efficiently working the said railway-Held, First, (Platt, B., and Martin, B., dubitantibus,) that the London and North Western Railway Company were not bound to work the line for passenger traffic at all events; if as much gross profit could be obtained by efficiently working the railway for goods only, or for passengers only, or for both passengers and goods, a working in any one of these modes would be sufficient. itself, the defendants had power to compel the Great Western Railway Company to stop trains on their railway, pursuant to their covenant contained in their agreement. Fourthly, that the defendants would not be bound necessarily to work the line in connection with trains on the Great Western line: nor, Fifthly, to work the line in connection with the trains on their own line; nor, Sixthly, to stop their own trains where necessary for the purpose of working in connection with the plaintiffs' line, if the jury should find that they could work the line effectively without, so as to satisfy the co venant. Lastly, that the defendants were not to be treated by the jury, for the purpose of considering their liability, as if they were the lessees of a separate and independent line, having no control over the Great Western and North Western lines; and that the covenant "to work efficiently" must be construed with reference to the subject-matter and the character of the covenantors; and that the construction of the word "efficient" would be different in a covenant by a person armed with very limited, or by a person with very extensive powers. The West London R. Co. v. The London and North Western R. Co., 477 3. The plaintiffs and defendants, two Railway Companies, executed a bonâ fide agreement by deed, which (after reciting that the plaintiffs' lines intersected a certain coal-field, and formed the means by which the produce of such coal-field might be transported to distant places for consumption; that, the defendants' lines communicating with the lines of the plaintiffs, the defendants were desirous of making arrangements for the passage of their engines and car for riages over the lines of the plaintiffs, for the purpose of carrying coal, upon payment of a graduated toll in proportion to the quantity carried; that, the carriage of coal forming an important branch of the plaintiffs' revenue, they were apprehensive that such arrangements might injuriously affect both their coal and general traffic, and had declined to accede to them, unless they should be guaranteed from injury therefrom; and that the two Companies, being unable to determine upon any fixed rate of toll by which that result could be secured, had agreed to enter into the contract contained in the deed, for tolls fluctuating as thereinafter mentioned :) provided, first, that the defendants might, twenty-one years, pass over the plaintiffs' lines, and have free use of their works and conveniences, engines, waggons, &c., for the purpose of carrying coal. Secondly, that such passage should be on payment of the tolls and on such conditions as thereinafter mentioned; that is to say, when, during any period of six months commencing on a given day, less than 125,000 tons of coal should be carried, the defendants should pay to the plaintiffs such a toll as would, with any clear profit made by the plaintiffs for the same period, be sufficient to enable the plaintiffs to pay the dividends for such six months on their guaranteed or preference shares, and a dividend at the rate of 31. per cent. per annum for such six months on the calls paid up on their ordinary shares; when more than 125,000 tons and less than 150,000 were carried, such sum as would make up, in like manner, the dividends on the preference stock, and 3l. 58. on the ordinary stock, and so on progressively, by advances of 25,000 tons up to the carriage of upwards of 400,000 tons, when the defendants were to pay the plaintiffs such sum as, together with the clear profits made by the plaintiffs, would pay the dividends upon the preference stock, and 6. upon the ordinary stock. And there was then a proviso, that, if the payment by the defendants, for any six months, made up 47. 10s. per cent. on the ordinary stock of the plaintiffs, the toll should never fall below the sum which would enable the plaintiffs to pay that dividend :-Held (by a majority of the Court of Exchequer, and affirmed in error), in an action upon the deed for toll for the use of the plaintiffs' line, that the contract was legal, as being one which the Companies were competent to make and not ultra vires, the payments to be made under it being within the meaning of the word "toll" in the 87th section of the Railways Clauses Consolidation Act, 1845, (8 Vict. c. 20). The South Yorkshire R. and River Dun Co. v. The Great Northern R. Co., 744 4. A clerk to an engineer of the defendants, a Railway Company, agreed with the plaintiff for the purchase from him of some railway sleepers on certain special terms. The sleepers were afterwards delivered to and used by the Company: -Held, that there was evidence from which a jury might infer a parol contract by the directors, on behalf of the Company (which would be valid under the 8 Vict. c. 16, s. 97), on the terms agreed to by the clerk. Pauling v. The London and North Western R. Co., 816 CONTRIBUTORY. See WINDING-UP ACTS. CORPORATION. See ACTION, 2. COSTS. See AGREEMENT, 8, 9. ARBITRATION. LUNATIC. 1. A refusal to refer the question in dispute to a tribunal other than the Court of Chancery will not influence the Court in determining the question of costs in favour of or against the party refusing. The principles which regulate the Court as to costs in cases of specific performance considered. Sanderson v. The Cockermouth &c. R. Co.-Ch. 613 2. A landowner filed his bill and applied for an injunction to prevent a Railway Company from prosecuting their works on his land, upon which they had entered without notice and without consent, and which lay without the limits of deviation. On the hearing of the motion, it was ordered to stand over for the decision of the Board of Trade. The Board of Trade decided in favour of the Company. The Court refused to give the plaintiff the costs of the motion. The Court can make an order as to the costs of a motion, although the motion may not have included any mention of costs. Pearce v. The Wycombe R. Co.-Ch. 902 COVENANT. See COMPANY. CONTRACT, 2. TOLLS. 1. By Act of Parliament incorporating the Charing-Cross Bridge Company, they were empowered to build a bridge and erect toll-bars south of a defined line. By a lease entered into between the Bridge Company and the Hungerford Market Company, the Bridge Company covenanted that all passengers embarking or disembarking from steamboats, and their servants, with or without luggage, &c. should have free access and right of passage from the market to a pier or landingplace, to be erected by the Bridge Company, without paying toll for the use of that part of the suspension bridge lying between the market and the pier. The Bridge Company built their bridge and placed tollgates at the northern extremity of it and south of the defined line, through which all persons going to the steamboats must pass. They also blocked up the entrance to the pier, alleging, that the Market Company were bound to identify, by tickets or otherwise, the steamboat passengers from the general public. The Market Company moved for an injunction to restrain the defendants from hindering the plaintiffs from having the benefit of their covenant, and from obstructing passengers going to or from the steamboats. The Vice-Chancellor refused the injunction, but left the plaintiffs to their action at law. The Lord Chancellor, on appeal, reversed the decision of the ViceChancellor, and granted an injunction. The Hungerford Market Co. v. The Charing Cross Bridge Co.-Ch. 83 2. A Railway Company, being about to construct a railway through the plaintiff's land, and having a bill before Parliament for that purpose, covenanted with him, "that, in the event of the bill being passed in the present session of Parliament, the Company shall, before they shall enter upon any part of the land, pay the sum of 4900l. purchase-money, for any portion of his land not exceeding forty-three acres, which the Company may under the powers of their Act require and take for the purposes of their undertaking; that, in addition to purchase-money, the |