RAILWAY,

CANAL, & JOINT STOCK CASES.

BEFORE VICE-CHANCELLOR LORD CRANWORTH.

PRESTON V. THE LIVERPOOL, MANCHESTER, AND NEWCASTLE-
UPON-TYNE JUNCTION RAILWAY COMPANY.

1851.

June 7th, 14th & 21st.

In 1846, H. and

Y., on behalf of

a projected Rail

way Company, cashire &c. Company, entered

called the Lan

into an agree

ment with the

plaintiff, that

should assent

THIS was a general demurrer to a bill filed by C. Preston, of Flasby Hall, in the county of York, Esq., against the above-named Railway Company and their chairman. It appeared from the statements in the bill, (in addition to those hereafter set out in the judgment), that, shortly before the institution of this suit, the Railway Company had been endeavouring to raise the money for the forma- he, on his part, tion of the line, and had then recently obtained from the Commissioners of Railways an extension of the time limited by the Act for the compulsory purchase of land, and for the completion of the railway, and that such extended time had not expired. The bill prayed, that an agreement, bearing date the 5th of February, 1846, entered that the Cominto between Messrs. Harper and Yates, therein described their part, in case they obtainas the executive directors of the Lancashire and North ed an Act of incorporation, pay to the plaintiff

to the Railway being made through his property, as

laid down in

the deposited Company,

plans of the

pany should, on

10001. for all lands required for the due making of the railway, and a further sum of 4000l. for residential injury. The Lancashire &c. Company afterwards united with the Liverpool &c. Company in projecting a Railway, which, so far as the plaintiff was concerned, was to follow the line proposed by the first-named Company. The two Companies joined in an application to Parliament, and obtained an Act of incorporation. The bill alleged, that the agreement with the plaintiff had been recognised by the united Company. No steps having been taken to enter upon the land, the plaintiff, in 1851, filed his bill to enforce performance of the agreement. To this bill the defendants demurred generally.

The defendants having exercised an option, given them by the Court, of taking a case for the opinion of a Court of law, the order of the Court was suspended until that opinion had been obtained.

1851.

PRESTON

v.

LIVERPOOL,

Yorkshire Railway Company of the one part, and the plaintiff of the other part, might be declared to be binding upon the said Railway Company, and that they might be deMANCHESTER, creed to complete the purchase of the pieces of land agreed to be purchased and set out as therein mentioned, and all other, if any, the land required by them for making a railway, by paying the plaintiff the sums of 1000l. and 4000l., and the expenses of the plaintiff's solicitor mentioned in the agreement, and to enter into possession of such land.

& NEWCASTLEUPON-TYNE JUNCTION

RAILWAY CO.

The facts on which the decision of the Vice-Chancellor is founded, are stated in the outset of his judgment.

Mr. Bethell and Mr. H. Humphreys appeared in support of the demurrer, and contended, that the agreement was not binding on the defendants, inasmuch as it had been entered into on behalf of a former Company which had never obtained an Act of Parliament, and had not, in fact, ever applied to Parliament at all. That the plaintiff had not been called on to withdraw his opposition to the bill which had passed, and had therefore not given that part of the consideration for the contract. That the Act of Parliament incorporating the Company did not recognise the agreement with the plaintiff, and that the Act alone declared the powers and liabilities of the Company. That the cases in which specific performance had been decreed were those in which the Company, after the passing of their Act, had ratified agreements entered into previously to the passing of their Act, either by part performance or by affixing their seal to them; that at all events the contract was only conditional, on the Company requiring the plaintiff's land; that the consideration money was the price of the land to be taken, and was never intended to be paid, at all events, to the plaintiff as the price of his assent to the bill alone.

The Solicitor-General, Mr. Southgate, and Mr. Preston in support of the bill, contended, that a Company, when incorporated, were bound by the agreements of the man