It must be observed, that this is not the case of a building erected opposite to the window of the plaintiff's house, but on one side, at a distance of 3 feet from the plaintiff's boundary wall, and running at an angle with the back wall of his house rather more obtuse than a right angle. I am far from saying that no obstruction can be such as to amount to a nuisance, unless it is set up opposite to the light obstructed; but in estimating the quantum of inconvenience. occasioned by a building, the circumstance that its effects can be felt only laterally, is not to be overlooked. The real question is, whether the light is so obstructed as to cause material inconvenience to the occupiers of the house in the ordinary occupations of life. In my opinion the evidence falls far short of what is necessary to establish this, and the bill must therefore be dismissed, and according to the ordinary rule, with costs. Companies Act, 1862, s. 158.-Winding-up Assignment Claim by Lessor against the Company's Estate for future Rent. An incorporated company was ordered to be wound up, under the Companies' Act, 1862; and a quarrying lease to the company (containing no provision against assigning) for a term, the chief part of which was unexpired, was assigned by the official liquidator and the company to a stranger. On an application by the lessor, who objected to the assignment, the Lords Justices directed a claim to be entered against the company's estate for the whole amount of the future rent during the term. This was an appeal from an order made by the Master of the Rolls (ante, p. 29) upon an adjourned summons. The Haytor Granite Company, an incorporated company, was being wound up, on the petition of a member, under the Companies' Act, 1862. The official liquidator, with the company, had assigned to a stranger a lease of quarries held by the company for a term of twenty-seven years and a half from the 2nd day of March, 1857. There was no provision in the lease against assigning; but the lessor, Mr. Scobell, objected to the assignment, and took out a summons, under the winding-up proceedings, for leave to prove as a creditor against the company's estate. He claimed that a sum of money out of the company's assets should be brought into court, or otherwise impounded, to answer any possible default that might be made in payment of future rent. The rent, which amounted to 275l. a year, had been all paid by the company up to the date of the assignment. Since that date, it had been paid by the assignee through his solicitor, who happened to be also the company's solicitor; but Mr. Scobell treated these payments as made on behalf of the company. The summons had been, by desire of the chief clerk, adjourned into court; and, on the 13th of November, 1865, the Master of the Rolls refused Mr. Scobell's application, with costs. Mr. Scobell ap pealed. The Companies' Act, 1862 (25 & 26 Vict. c. 89), s. 158, and Rule 25 (1) of the General Order of the 11th of November, 1862, under that act, were more particularly referred to. Mr. De Gex, for the appellant, contended that there was no provision in the Companies' Act, 1862, shewing an intention to discharge companies in such cases. It was not the policy of the Winding-up Acts, as it was of the Bankruptcy Acts, to release the liabilities under covenants in leases. The Court ought not to permit a certificate that the company has been wound up to be given, and this would be the result of disallowing the claim. He referred to Auriol v. Mylnes, 4 Term Rep. 94. King v. Malcott, 9 Hare, 692; s. c. 22 Law J. Rep (N.S.) Chanc. 157. (1) The value of such debts and claims as are made admissible to proof by the 158th section of the said act shall, so far as is possible, be estimated according to the value thereof at the date of the order to wind up the company. Thomas v. Griffith, 2 De Gex, F. & J. 555; s. e. 30 Law J. Rep. (N.S.) Chanc. 465. 12 & 13 Vict. c. 106 (the Bankruptcy Law Consolidation Act, 1849,) s. 145. Mr. Selwyn and Mr. F. Harrison, for the official liquidator.-It was impossible for Mr. Scobell's claim to be properly reduced to a fixed amount; and what he was, in fact, requiring of the Court was, that it should suspend the winding-up of the company for the whole of the unexpired term, in order that there might be some one to defend an action for rent in the improbable event of the company's assignee proving at any time insolvent. But, in fact, what was contemplated in the Companies' Act, 1862, was not a liability which might arise hereafter, but a present liability to pay damages, of which the amount was to be ascertained hereafter. The principle of the same distinction was to be found in the Bankruptcy Acts. Moreover, Mr. Scobell had voluntarily leased the property to a company; he knew that it was liable to dissolution, and he was not entitled to protection against the ordinary incidents of dissolution. They cited Boyd v. Robins, 4 Com. B. Rep. N.S. Ex parte Kempson, 34 Law J. Rep. Taylor v. Young, 3 B. & Ald. 521. Gen. Order under the Companies' Act, 24 & 25 Vict. c. 134. (the Bankruptcy Act, 1861,) s. 153. Mr. De Gex, in reply. LORD JUSTICE KNIGHT BRUCE said-At present, this company, which is on the point of being wound up, is under obligations which may expose it to considerable pecuniary liability. The respondent is desirous that a course may be taken which NEW SERIES, 35.-CHANC. would discharge it from all liability; the appellant is desirous that the liability, whether it can be made out or not, may be preserved, and that the winding-up should proceed so far only as may be consistent with the fulfilment of the obligations of the company, and that these should be provided for by stating the facts of the case. The liability of the company ought not to be extended; but the respondent is, I think, entitled to have the matter left to the operation of the law, unaffected by the circumstance of the winding-up of the company. The Lord Justice agrees with me substantially, and has minuted an order in which I agree. LORD JUSTICE TURNER said, that the question was not whether or not an order should be made ultimately to dissolve this company, but whether the Court ought, or ought not, to be made cognizant of a claim then existing against the company before making such an order. It had been objected that the value of the claim could not be estimated. But whether this were so or not, on which matter his Lordship would give no opinion, it could not be expected that the Court should grant a certificate the effect of which would be, that it would have no information whatever about the existence of any possible claim, when in fact there was then an actual claim for the rent for the whole of the unexpired term. The order would be to discharge the order made by the Master of the Rolls, and to direct a claim to be entered for the whole amount of the appellant's future rent; but so that the total to be allowed on such claim should not exceed the sum which the company could become liable to pay under its covenants. This order to be without prejudice to any order which might be made for the dissolution of the company upon application for that purpose; but no such order to dissolve the company to be made without notice to the appellant. The costs of the appellant, and of the official liquidator here, and at the hearing before the Master of the Rolls, to come out of the estate. X Railway Company-Contract to pay for Non-Opposition to a Bill-Agreement by Promoters, how far binding on a Company -8 & 9 Vict. c. 16. s. 65. A company will not be bound by the contract of its promoters, where the thing contracted to be done is ultra vires of the company; and to that extent Lord Cottenham's doctrine, that a company is bound by the engagements of its promoters, must be taken to be overruled. An agreement by the promoters of a railway to pay a sum of money to a landowner, through whose estate their line is to pass, for his countenance and support to the scheme, is ultra vires of the company when incorporated, and though adopted and acted on, will not be enforced against the company. It is not illegal for the promoters of a railway to agree personally with a landowner, even (so long as there be no proof of corrupt influence on his vote) though he be a member of either house of Parliament, to pay him a sum of money for withdrawing his opposition to their bill, or giving his countenance and support to their scheme; but such a payment is not an expense incurred in obtaining the special act, or incident thereto," within the 65th section of the Companies' Clauses Consolidation Act, and cannot so be upheld as a liability of the company. A tenant in tail of land, through which a projected railway was to pass, threatening to oppose the bill, the promoters, in 1845, entered into an agreement, containing stipu lations, all onerous on them, to pay him 20,0001. in the event of the company being incorporated, that sum to be "independent of the ordinary payment for land, severance, or other usual compensation," and to be paid into court. The project, failing in committee, was merged in another, the provisional committee of which adopted that agreement; and the bill passed. Subsequently, in 1848, a deed of covenant was executed under the company's seal, reciting that the landowner had opposed the bill, and that, "with a view to his countenance and support to the undertaking, and to meet the expense and inconvenience to which he would be personally subject, the promoters had promised, in the event of the company being incorporated, that over and above, and in addition to the value of the land and the compensation money for damage by severance, or otherwise," they would pay him 20,000l.; but, it being doubted whether it was lawful for him to retain it to his own use, it had been arranged that the company should retain it and pay interest for it, and he should indemnify them in respect of it; and, accordingly, the company covenanted to pay the interest, the 20,000l. to remain in the hands of the company, they being at liberty, when legally required, to pay it into court, and the landowner gave a covenant of indemnity. An agreement of even date, relating to the lands taken, was mutually abandoned, and deeds to carry out a substituted arrangement prepared, though never executed, under which the company took possession, and paid the purchase-monies into court. Interest upon the 20,000l. was paid up to the death of the landowner (for a short period at a reduced rate), and the company refusing to pay it further, a suit was instituted by the next tenant in tail, to enforce the agreement, but that becoming abated by his death, his successor filed a bill for the same purpose-Held, that the only consideration for the agreement of 1845 was to secure the landowner's countenance and support to the scheme; that the covenant and agreement of 1848 amounted to no more than an adoption and carrying out of that agreement, which, although not illegal, was ultra vires of the company, and could not be enforced against them. This was a bill filed by Henry John, Earl of Shrewsbury, and Earl Talbot, to recover from the North Staffordshire Railway Company a sum of 20,000l. contracted to be paid under the following circum stances. By an act of 6 Geo. 1, and another of 6 & 7 Vict., the Shrewsbury estates were limited to the use of John, sixteenth Earl of Shrewsbury, and the heirs male of his body, with remainder to the use of John Talbot and the heirs male of his body, with remainder to the use of Bertram Arthur, seventeenth and late Earl of Shrewsbury, and the heirs male of his body, with remainder to the use of the person upon whom the title, honour and dignity of Earl of Shrewsbury, by letters patent of King Henry the Sixth granted to John, first Earl, should descend, and the heirs male of the body of such person, with a proviso against alienation or other act whereby there should be disinherison of the heirs; that is to say, the estates were the subject of a parliamentary entail. John Talbot died in 1848, an infant and unmarried. Earl John died in November, 1852, without issue male, and thereupon was succeeded by Earl Bertram Arthur, who died in August, 1856, also without issue male; and on the 1st of June, 1858, the plaintiff established his claim to a writ of summons to the title of Earl of Shrewsbury, as next heir male of the body of the first Earl, and so became tenant in tail in possession of the Shrewsbury estates, although his claim was much litigated, and was not finally settled until the month of February, 1860. In or shortly before the year 1845-Earl John being then tenant in tail in possession -a railway was projected to be carried through a portion of the settled estates, called "the Churnet Valley," situate in the neighbourhood of the family mansion known as "Alton Towers." The valley was already traversed by a canal belonging to the Trent and Mersey Navigation Company, who had, in 1806, taken possession of 41a. 3r. of land situate therein, under an agreement for the purchase thereof, in respect of which they paid a yearly sum of 70l. to the owner for the time being of the settled estates; and it was proposed that the projected Churnet Valley Railway Company should be authorized by parliament to purchase up the Trent and Mersey Navigation, so as to merge it in the intended railway. The scheme met with much opposition, and the promoters being desirous to secure the countenance and support of so large and influential a landowner as the Earl, on the 25th of February, 1845, an agreement was entered into between Earl John and Robert C. Sharp, the chairman of the provisional committee of directors, for promoting the said railway, which agreement was as follows: "Heads of an arrangement made this 25th day of February, 1845, between the Earl of Shrewsbury and Robert C. Sharp, Esq., chairman of the proposed Churnet Valley Railway Company, on behalf of the directors and himself. It is agreed that, in the event of such company being incorporated by act of parliament, the sum of 20,000l. be paid to the Earl of Shrewsbury, or his executors, before possession be taken of his land for the purposes of the act. That the said sum be independent of the ordinary payment for land, severance, or other usual compensation, the amount of which, when ascertained, shall be paid into the Court of Chancery. That, if possible, a clause shall be introduced into the act permitting the payment of the monies payable for these estates to be paid to the account now existing in the Court of Chancery, instead of a new account to be opened for the purposes of this act. That, in the formation of the railway, no deviation shall be made from the parliamentary line, otherwise than the deviation marked on the plan agreed to and signed respectively by Lord Shrewsbury and Mr. Sharp. The company shall not have the power to enter upon any lands of the Earl for the purpose of taking stone, or other materials, or depositing soil or refuse, or building huts or station-houses, or making bricks or tiles, without the consent of Lord Shrewsbury in writing; they shall not create stagnant waters or bore holes; the ditches in the embankments to be made conducive to drainage. The company to make all necessary bridges of communication, culverts, crossings and approaches, and to make good all damages done to tenants and occupiers, and to execute their works on Lord Shrewsbury's land within three years from the passing of the act, maintaining a good and effective police. The company shall dress down and grass the slopes or embankments on Lord Shrewsbury's land. That all bridges made over public or private ways, or over the line of railway, shall have a parapet 6 feet high if required. The company to erect a firstclass station at Oakamoor, and so as to form no obstruction or inconvenience to the approach from thence to Alton Towers, the designs, workings and drawings for which to be submitted to Mr. Pugin, at a cost of 100l. The ornamental trees near the line and on the estate to be protected from damage by the works of the railway. The chairman of the company, conjointly with others of the directors, shall if required, at any time previous to the bill being read in the House of Lords, execute a more formal agreement or contract, as Lord Shrewsbury may be advised, for the purpose of securing the fulfilment of this arrangement. In the event of any difference of opinion or dispute arising on the terms and intentions of this agreement, or the mode of carrying it into effect, John Wilson Patten, Esq., M.P. for North Lancashire, shall determine such difference, and each party shall be bound by his decision." The Lands Clauses Consolidation Act, 1845, was not passed until after the date of this agreement. By reason of some informality, the petition for leave to introduce the proposed bill failed, and the intended Churnet Valley Railway Company was never incorporated. But their undertaking was subsequently adopted by and merged in the undertaking of the North Staffordshire Railway Company, a provisional committee of the latter being formed to promote three bills in parliament to carry this purpose into effect, which committee agreed with the promoters of the Churnet Valley line to adopt their project and take up all their liabilities, including particularly the agreement of the 25th of February, 1845. On the 10th of October, 1845, at a meeting of the provisional committee of the then proposed North Staffordshire Railway Company, a resolution was passed, and entered in the minutes, to the effect that the chairman reported "that an arrangement had been made between the old Churnet directors and Lord Shrewsbury, which, it appeared to him (meaning the chairman), the North Staffordshire were in honour and good faith bound to fulfil. The arrangement was then put in by the chairman; and it was resolved, that the arrangement signed by Mr. Sharp and Lord Shrewsbury be considered binding on the North Staf fordshire Company." The arrangement referred to was admitted to be the agreement of the 25th of February, 1845. On the 26th of June, 1846, the three bills received the royal assent-one of them, the Churnet Valley line, giving power to take part of the settled estates-and thereby the North Staffordshire Railway Company became incorporated with the Trent and Mersey Navigation Company; and on the 29th of June, three days after the passing of these bills, at a meeting of the directors of the North Staffordshire Railway Company, a resolution was passed and entered in the minutes as follows: "The agreements and memoranda of arrangements entered into with the undermentioned landowners and others, with a view to and during the application for the acts of parliament, were laid before the board as follows,-Lord Shrewsbury," and others as therein mentioned: Resolved, that the same be approved, and that the solicitors and engineers be instructed to carry them into effect, and that the common seal be affixed to such agreements as the solicitors advise to be necessary.” By the North Staffordshire Railway Act, 1847, the three last-mentioned acts were partially repealed, leaving, however, the North Staffordshire Railway Company incorporated with the Trent and Mersey Navigation; and by the same act of 1847 the railway company were invested with powers for the construction of their line, and for the purchase, for the purposes thereof, of two parcels of land of 20 a. 0 r. 2 p. and 16a. 3r. 11 p. respectively, with authority to use, for the diversion of the river Churnet, 3 r. 19 p., all parts of the settled estates. Various negotiations took place as to the amount and valuation of the land to be purchased by the company for their line; and ultimately it was arranged that the company should retain 29 a. 2 r. 2 p., part of the 41 a. 3 r. which had been taken by the Trent and Mersey Navigation, and should take the 16 a. 3 r. 11 p., further part of the settled estates, at the respective prices of 1,4407. and 1,763., and that the rest of the 41 a. 3 r. should go back to the settled estates, and the 70l. annuity should cease. For the purpose of carrying into effect the agreement of the 25th of February, 1845, and the agreements for the retention of the 29 a. 2 r. 2 p. and the purchase of the 16 a. 3 r. 11 p., two instruments, dated respectively the 20th of January, 1848, were made between and duly executed by Earl John of the one part, and the North |