case, there is no remedy at law: Bland v. Crowley (a). The agreement remains, whether the funds now in the hands of the Company are liable or not. The Court will not admit the defence, that they have no money for this purpose; there can be no difference between a Company and an individual. The Company in this case are simply in the character of promoters. If the Company are bound by the contract, they certainly must find the means of performing it. Neither is the validity of the agreement affected by the expediency, whether public or private, of making the Railway. By the contract, they have acquired the power to make it; but they cannot be permitted, after five years, to turn round and say, we do not want your land, and therefore our contract is at an end. Again, it was contended, that, the agent of the Company had only a limited authority to contract on behalf of the Company; but, if that were so, there must be express notice of such limited powers: Duke of Beaufort v. Neeld (b). Laches cannot, in this case, be imputed to the plaintiffs, for the Company had power at any time, up to the 9th of July, 1852, to take the plaintiffs' land, and they were and are now ready to complete their part of the contract; besides, in the present case, there has been a part performance by the withdrawal of the opposition of the Marquis of Bute to the bill: Simpson v. Lord Howden (c), Lord Petre v. Eastern Counties Railway Company (d), Edwards v. The Grand Junction Railway Company (e), Preston v. The Liverpool, &c., Railway Company (ƒ). Lord CRANWORTH, L. J.-This case was decided by his Honour the Master of the Rolls, on the authority of that of Webb v. The Direct London and Portsmouth Railway Company; not as that case now stands, it having been brought (a) Ante, Vol. 6, p. 756. (b) 12 C. & F. 273. (e) Ante, Vol. 1, p. 326. (d) Ante, Vol. 1, p. 462. (ƒ) Ante, p. 1. 1852. LORD V. THE LONDON AND NORTH WESTERN RAILWAY CO. 1852. LORD J. STUART V. THE LONDON AND NORTH WESTERN RAILWAY CO. by appeal to this Court, but as it was after the decision of it by his Honour the Vice-Chancellor Turner. As I understand from counsel, the Master of the Rolls seemed to intimate an opinion, that, but for that authority, his decision might not have been such as in fact it was. If that be so, inasmuch as that case of Webb v. The Direct London and Portsmouth Railway Company has since been decided otherwise than it was decided by Vice-Chancellor Turner, we have not in fact the duty of substantially overruling any thing that was meant to be decided by his Honour the Master of the Rolls; and we shall be acting in conformity with what might possibly have been his opinion, but for a decision which he then thought binding upon him, though in fact that decision has since been overruled. Now, I confess I think that this is a weaker case than Webb's case, so far as the plaintiffs are concerned, inasmuch as it has been offered that this should be put into a train of inquiry at law. It is, perhaps, not necessary, and perhaps not proper, to give any opinion about what the construction of the agreement is; but it seems to me extremely doubtful whether there is any binding contract at all; which doubt also existed in the case of Webb v. The Direct London and Portsmouth Railway Company. I will not, however, give any opinion whether there was or was not such a contract. The ground on which we proceeded in Webb v. The Direct London and Portsmouth Railway Company was this—that, whether it was a contract or not, the circumstances of the case made it such that it was not fit for this Court to interfere by decreeing specific performance, because these two circumstances transpired-first, that complete relief might be obtained at law if the parties were entitled to any relief; and, secondly, that the principle of mutuality wholly failed, for it was impossible for the Company to hold the land for their own benefit in consideration of the money which they were to pay. 1852. LORD v. THE LONDON AND NORTH WESTERN Now, it appears to me that both these reasons apply precisely in the same way in this case, as they did in that to which I have referred. Even supposing that this contract by Mr. Driver amounted to a positive contract, that, if the Railway Act passed, these specific pieces of land (assuming them to be defined) should be taken and a given sum paid RAILWAY Co. for them-supposing that was so, then another difficulty which the present plaintiffs are in, is this-that it may be a contract, (as was the case in Webb v. The Direct London and Portsmouth Railway Company) which was not binding on the defendants; it may have been entered into by Mr. Driver as agent, but he may have had no authority to bind the Company. The interference therefore of this Court, on the principle of the case of Edwards v. The Grand Junction Railway Company, and one or two others, which were decided on the same principle, is not to be entertained. The plaintiffs may be entitled however to some relief in this Court; but to such relief only as will place the parties in the same situation as they were in in the case of Webb v. The Direct London and Portsmouth Railway Company, where, in point of fact, the Company, after the Act of Parliament had been obtained, entered into a contract, binding themselves to adopt the agreement entered into by the parties before the Company came into existence. That is the course which appears to me, and to my learned Brother, proper to be taken, and will be one that will do substantial justice in this case. It was agreed in the outset that the defendants would enter into any admissions or stipulations that might be necessary to enable the plaintiffs to raise the question at law, such as, that the Company will admit that an agreement, dated the 10th of July, 1847, was duly entered into by them under their common seal. The terms, however, of such admissions can be arranged, and the case mentioned again. 1852. LORD J. STUART ย. THE LONDON AND KNIGHT BRUCE, L. J.-Perhaps the time that the plaintiffs suffered to elapse after the passing of the Act in 1847, or, if the time before October, 1848, when notice of abandonment was given, ought not to count, then after October, 1848, before they filed the present claim, in June, 1850, is fatal to it; but, assuming that not to be so, I am unable to view the case as one for specific performance. In the first place, if the parties were reversed, could the defendants, if they had been plaintiffs, have obtained a decree for specific performance?-Against this, probably the mere circumstance of the abandonment of the undertaking, for the purpose of executing which the land in question, or so much of it as in truth was proposed or agreed to be purchased, was required, would have formed an insurmountable objection, and might have disposed of the actual contention; but, independently of any such consideration, I doubt whether, to enforce specifically the terms or any part of the terms of the document before us, of the 1st of April, 1847, would not, in the actual condition of circumstances, be against public policy, or, in other words, contrary to law. But, setting aside this point also, I am of opinion that the language of the document, in the parts of it necessary to be construed and acted upon, if there is to be a decree of any kind for specific performance against the defendants, is too vague, too uncertain, and too obscure to enable this Court to act with safety or propriety for any such purpose. For this vagueness, uncertainty, and obscurity, very possibly the inten tion of the agents concerned, that a more formal document, not merely by way of conveyance but by way of contract, should be prepared and executed, may account. But, however this may be, the plaintiffs must, I conceive, be left to proceed at law, as they may be advised; they will have the benefit of the admissions for facilitating their proceedings there, which the defendants have made by their counsel. The form of the admissions and order was finally arranged as follows:-The defendants, by their counsel consenting and undertaking, that, in the event of an action being, before the end of Trinity Term next, brought against them by or for the benefit or under the direction of the plaintiffs, for the purpose of obtaining damages for the breach of the alleged agreement of the 1st of April, 1847, and such action being prosecuted with due diligence, the defendants will, in such action, and for the purposes thereof, admit, that, on the 10th of July, 1847, a deed was duly executed by the defendants under their common seal, whereby they covenanted, for themselves and their successors, with the late Marquis of Bute, his heirs, executors, and administrators, that they would perform all agreements, if any, entered into previously to the 9th of July, 1847, by Edward Driver, acting or purporting to act as their agent, for the purchase of any lands of the said Marquis, to be taken by them for the intended Railway, and for compensation to be made for any damage to be occasioned by the said Railway, in the same way as if such agreements or agreement, if any, had been duly entered into by them under their common seal on the day of the date thereof, and as if they had been duly authorised by law to enter into such agreement or agreements; the defendants also consenting to dispense with profert in such action. Ordered that the claim filed by the plaintiffs against the defendants be dismissed. And any of the parties are to be at liberty to apply to this Court as there shall be occasion (a). 1852. LORD v. THE LONDON AND NORTH WESTERN RAILWAY Co. May 4th. (a) Sic in Reg. Lib. |