which arrangement Sir Thomas Stanley, by his agent, assented. The award of the arbitrators being in favour of the second company, their bill passed: It was held by the Vice Chancellor and the Lord Chancellor that the plaintiff having, on the faith of the agreement between the two companies, offered no opposition to the passing of the act, the second company, (although the lands which they required were situated on a different part of Sir Thomas Stanley's estate) as the condition of entering on any part of his lands, were bound by the terms of the agreement between him and the first company. Stanley v. The Chester and Birkenhead Railway Company, 1 Railway Cases, 58: 3 Myl. & Cr. 773; 9 Sim. 264. In a case however where two lines of railway had been projected, the first designed to pass through the centre of the plaintiff's lands, the second through only a small portion at one extremity. The projectors of the first line agreed to purchase a certain portion of the plaintiff's land at a fixed price, and thereupon he agreed to assent to their proposed act, and he was accordingly returned as an assenting party. The same agreement provided, that by giving notice to the plaintiff the projectors might vacate the agreement if they did not carry out their act. The projectors of the second line declined entering into a similar agreement with the plaintiff, and to their proposed act they alleged that he declared himself and was returned neutral, but the plaintiff alleged that he dissented therefrom in writing. By an arrangement between the two sets of projectors, made at the recommendation of a committee of the House of Commons, an act was passed incorporating the projectors of the two lines into one company for making a railway, which adopted, as far as the lands of the plaintiff were affected, the line designed by the second set of projectors. The plaintiff alleged that in the list of landowners accompanying the consolidated bill, he was returned as assenting, and the company alleged that he was returned as neutral. The projectors of the first line gave a notice to the plaintiff determining the agreement. The consolidated company having given a notice to the plaintiff for treating for the portion of his land required for the railway, the plaintiff applied for and obtained an ex parte injunction, on affidavits, among other things, declaring that he had always insisted on his rights against the company. The company on the other hand filed affidavits to shew that the plaintiff had waived any rights he might have against the company by his conduct. The Vice Chancellor dissolved the injunction, on the ground that the line sanctioned by Parliament materially differed in extent and direction from that contemplated by the projectors of the first line, and the act applied for by them did not in fact pass, and because the projectors of that line having dissolved the agreement by the notice, the plaintiff was not entitled to enforce the contract against the consolidated company,

On appeal, it was held by the Lord Chancellor, that whatever might be the equity of the plaintiff's case with regard to the enforcement of his contract against the company, the plaintiff after being as he stated well aware of his alleged right, had by his conduct in leading the company to believe that he had no intention to claim a performance of the agreement against them, deprived himself of any right to the injunction. Greenhalgh v. The Manchester and Birmingham Railway Company, 1 Railway Cases, 68; 3 Myl. & Cr. 784; 9 Sim. 416.

This decision of the Lord Chancellor will call the attention of parties seeking to enforce rights against Railway Companies, to the caution necessary to avoid any semblance of acquiescence in their proceedings. It should be mentioned, that before a mandamus or injunction (as the case may be) can be obtained, it is necessary that notice should have been given to the company to do the thing required, or forbear the thing complained of, and that a refusal on their part should appear, either positive or presumable, from their acts or delay, with the exception, perhaps, of some extreme cases, in which an injunction might be granted to restrain them from doing irreparable mischief. See Jones v. Royal Canal Company, 2 Moll. 319; Gray v. Chaplin, 2 Russ. 126; Illingworth v. The Manchester and Leeds Railway Company, 2 Railway Cases, 187; Rex v. Brecknock and Abergavenny Canal Company, 3 A. & E. 217; and note to clause 16, infra.

An undertaking, however, entered into with the court of Chancery, will not, it seems, operate to control the provisions of an act of Parliament; nor will a company be restrained from petitioning Parliament for any bill, although such petition may be a breach of good faith with the Court of Chancery. A Railway Company, as the terms of being permitted to proceed with certain works, pending a trial at law of the question, whether such works were in conformity with the directions of the act of Parliament, undertook to deal with the works as the Court should afterwards direct. Before the trial had taken place, the company, without notice to the other parties in the cause, petitioned the House of Commons for leave to bring in a bill, one of the clauses of which proposed to provide, that in all proceedings at law or in equity, the works which had been done should be considered as a compliance with the act of Parliament, and that there should be no power at law or in equity to compel the removal thereof. The petition was received, and the bill containing such clause was introduced into the House of Commons. It was held by the Lord Chancellor, that although the conduct of the company was a violation of the undertaking entered into by them, the Court had no jurisdiction to restrain them from further soliciting the bill, which, having been entertained by the House of Commons, had become the proceeding of the Legislature, and not of the petitioners. At

torney-General v. The Manchester and Leeds Railway Company, 1 Railway Cases, 436.

It seems that a company will not be restrained from carrying on their railway according to the plan laid down in their act, although a junction contemplated in procuring such act, may be frustrated by the abandonment of the line with which it was the original intention of the company to unite. Clarence Railway Company v. The Great North of England, Clarence, and Hartlepool Junction Railway Company, 2 Railway Cases, 763; 3 Id. 426.

A company is bound not merely to keep within, but to exercise the powers given them, and if their conduct be such as to lead to the inference that they do not intend to complete their works, or to a reasonable doubt on the subject, the Court of Queen's Bench will issue a mandamus, compelling them to do So. Thus, where a company, who had obtained an act for making a railway from London to Norwich, had only purchased lands, and commenced works on a part of the line (from London to Chelmsford,) and it appeared doubtful, from circumstances stated on affidavit, whether they intended to proceed further than Chelmsford, a mandamus was issued, calling upon them to complete the whole line, to set out any proposed deviations from the original line, and to proceed to purchase lands on the remainder of the line (from Chelmsford to Norwich,) pursuant to the provisions of the act. This mandamus, however, was afterwards held to be insufficient, because it contained no express averments that the company had abandoned their design, and were not proceeding with all convenient speed, or that a reasonable time had elapsed without proper preparations, and that deviations would be expedient; 10 A. & E. 531. See Rex v. Cumberworth, 3 B. & Ad. 108.

Mandamus is generally the only mode of compelling a company to do the things enjoined in their act, the jurisdiction of equity being ordinarily confined to their transgressions, and at most extending only to the indirect compulsion of restraining them from doing certain things until they have done other things, or from doing things in any other than one way. It may be questioned whether, if it were clearly shown to the Court of Chancery that a company could not raise sufficient funds to complete their undertaking, an injunction would be granted, restraining them from taking lands or prosecuting their works at all, or any further. Agar v. The Regent's Canal Company, Cooper's Reports, 77; Blakemore v. The Glamorganshire Canal Company, 1 Myl. & Keen, 154; Salmon v. Randall, 3 Myl. & Cr. 445, and note to sec. 16; or whether, if it appeared, for example, that they intended to make their terminus short of the distance, at some obscure village, the Court of Chancery would interfere. See judgment of Baron Alderson, in Lee v. Milner, 3 You. & Coll. 611, and note to clause 16.

Errors and

omissions in

corrected.

VII. If any omission, mis-statement, or erroneous plans to be description shall have been made of any lands, or of the owners, lessees, or occupiers of any lands, described on the plans or books of reference mentioned in the special act, or in the schedule to the special act, it shall be lawful for the company, after giving ten days' notice to the owners of the lands affected by such proposed correction, to apply to two justices for the correction thereof; and if it shall appear to such justices that such omission, mis-statement, or erroneous description arose from mistake, they shall certify the same accordingly, and they shall in such certificate state the particulars of any such omission, and in what respect any such matter shall have been mis-stated or erroneously described; and such certificate shall be deposited with the clerks of the peace of the several counties in which the lands affected thereby shall be situate, and shall also be deposited with the parish clerks of the several parishes in England, and with the postmasters of the post towns in or nearest to such parishes in Ireland, in which the lands affected thereby shall be situate; and such certificate shall be kept by such clerks of the peace, parish clerks, and postmasters respectively along with the other documents to which they relate; and thereupon such plan, book of reference, or schedule shall be deemed to be corrected according to such certificate; and it shall be lawful for the company to make the works in accordance with such certificate (a).

Works not

ceeded with

(a) If the company take or injure any lands not included in their schedule, or certified to have been omitted by mistake, it seems the owner of them has generally his option of coming in under the compensation clauses, or bringing his action. See note to clause 16.

VIII. It shall not be lawful (a) for the company to to be pro- proceed in the execution of the railway unless they until plans shall have previously to the commencement of such of all alter- work deposited with the clerks of the peace of the several counties in or through which the railway is thorized by Parliament intended to pass a plan and section of all such

ations au

alterations from the original plan and section as have been shall have been approved of by Parliament, on the deposited. same scale and containing the same particulars as the original plan and section of the railway, and shall also have deposited with the clerks of the several parishes in England, and the postmasters of the post towns in or nearest to such parishes in Ireland, in or through which such alterations shall have been authorized to be made, copies or extracts of or from such plans and sections as shall relate to such parishes respectively.

(a) It shall not be lawful, &c.] As to the remedies against companies for their unlawful proceedings, where no special remedy is given by the act, see note to clause 16.

As to the necessary particulars of the original plan and section, see Appendix.

the

&c., to re

allow in

IX. The said clerks of the peace, parish clerks, Clerks of and postmasters shall receive the said plans and peace, sections of alterations, and copies and extracts ceive plans thereof respectively, and shall retain the same, as well of alteraas the said original plans and sections, and shall tions, and permit all persons interested to inspect any of the spection. documents aforesaid, and to make copies and extracts of and from the same, in the like manner, and upon the like terms, and under the like penalty for default, as is provided in the case of the original plans and sections by an Act passed in the first year of the reign of her present Majesty, intituled An 7 W. 4, & Act to compel Clerks of the Peace for counties and 1 Vict. other Persons to take the Custody of such Documents as shall be directed to be deposited with them under the Standing Orders of either House of Parliament (a).

(a) See this act, post, Addenda.

c. 83.

X. True copies of the said plans and books of Copies of reference, or of any alteration or correction thereof, plans, &c., or extract therefrom, certified by any such clerk of the peace, which certificate such clerk of the peace

to be evidence.