Act makes the call a debt from the shareholders to the Company. But the call was not properly made. For some purposes the Company was formed when seven subscribers had signed the memorandum of association. It was provided that they might appoint directors, to be five in number, of whom three were to be a quorum. Until directors were appointed the subscribers might act as directors. But, though these seven persons were empowered to act as directors, there is nothing to shew that three of their number could act. Therefore I think that the nonsuit was right. POLLOCK, C. B.-For a time it appeared to me doubtful whether the plaintiffs were not entitled to recover. It may be that an association, consisting of persons registered under the Joint Stock Companies Act, 1856, where a small part only of the shares has been subscribed, cannot be dealt with in the same manner as in the case of a Company not registered, formed to consist of a large number of shares. But it appears to me unnecessary to determine that question, as I think it clear that the persons who appointed the directors were not a quorum, and on that ground I agree, that the rule must be discharged. 1860. HOW BEACH v. TEAGUE. Rule discharged, VOL. V.-N. S. M EXCH. 1860. Jan. 16 & 18. THE TRUSTEES OF THE NEWCASTLE-UNDER-LYNE AND LEEK TURNPIKE ROADS, Appellants, and THE NORTH STAF- By the "North THE following case was stated for the opinion of this Staffordshire Railway Act, 1847" (10 & 11 Vict. c. cviii.), with which is incorporated the Railway lidation Act, 1845, it is enacted "that where the railway is proposed to cross the turnpike road leading from Newcastle-under Court under the 20 & 21 Vict. c. 43.— Under the provisions of two Special Acts called "The North Staffordshire Railway (Pottery Line) Act, 1846” (a), Clauses Conso- and "The North Staffordshire Railway Act, 1847" (b), with which were incorporated "The Companies Clauses Consolidation Act, 1845," "The Railway Clauses Consolidation Act, 1845," and "The Lands Clauses Consolidation Act, 1845," the North Staffordshire Railway Company (which was incorporated by the first of these special Acts) formed several railways which in the course of their line crossed several turnpike roads, and some of such roads were carried over and some under the railway. One of such roads was the Newcastle-under-Lyne and Leek Turnpike Road, which prior to the formation of the railway was wholly repairable and repaired by Lyne to Leek, the Company shall erect a proper and sufficient bridge constructed of bricks, stone, iron or other materials, so as to carry the said turnpike road over and across the railway, such bridge also to be constructed with parapet walls of brick, stone or other materials, of five feet in height, and of the clear and open width of thirty-three feet at the least between such parapets; and that the said turnpike road shall be made and altered at the expense of the Company, on both sides of such bridge, so that the surface of the turnpike road shall when completed have one uniform inclination on both sides not exceeding one in thirty; and that so much of the said trunpike road as shall be broken up or damaged for the purposes of this Act shall be reinstated and made good with the same materials as the road is now composed of, and the fences thereof, whenever necessary, reconstructed and put into complete order by the Company, and kept in repair for the space of twelve calendar months after the making, forming, and completing thereof." Held: First, that under the 46th section of the Railway Clauses Consolidation Act, 1845 (without reference to the Special Act), the Company were bound, at all times, to keep in repair the approaches to and road over the bridge: per totam Curiam. Secondly, that their liability was not restricted by the Special Act to the period of twelve months from the completion of the works: per Pollock, C. B., and Watson, B. Martin, B., dubitante. (a) 9 & 10 Vict. c. lxxxv. (b) 10 & 11 Vict. c. cviii. 1860. TRUSTEES OF NEW. CASTLE, &c. TURNPIKE ROADS v. NORTH STAF FORDSHIRE the trustees of the road. This road was carried over the railway by means of a bridge, which with its approaches was the subject of a special provision embodied in the 24th section of the Act of 1846, and the same provisions were repeated in the 61st section of the "North Staffordshire Railway Act, 1847.” The Company erected the bridge and constructed the RAILWAY CO. embankments which formed the approaches, together with the fences, as required by the special Acts above referred to, and formed and put the road over the bridge and slopes into a fit state for use, so that when restored it was in as good a condition as at the time when it was first interfered with by the Company, or as near thereto as the circumstances admitted. The Company also maintained the road across the bridge and slopes in a state of perfect repair for the space of twelve calendar months from the completion thereof; but have not since repaired the same, although they have continued to maintain and still maintain the structure of the bridge, and the earthwork and embankments forming the approaches, and the fences both of the bridge itself and of such approaches; all of which (except the mere roadway) are in a proper and sufficient state. Since the expiration of the said period of twelve months from the completion of the bridge and works, the road over the bridge and its approaches has not been repaired, and such road, by reason of the ordinary wear and tear by the public traffic over and along the same, requires to be remetalled and repaired throughout the entire extent of the bridge and its approaches. On the 26th February last the trustees of the road caused the railway Company to be served with a notice, that the approaches to the bridge by which the Newcastle-underLyne and Leek turnpike road is carried over the North Staf 1860. TRUSTEES CASTLE, &c. v. NORTH STAF FORDSHIRE RAILWAY Co. fordshire Railway at Etruria, in the parish of Stoke-uponTrent in the county of Stafford, and the road over the same bridge, were out of repair, and that, unless the same were put into complete repair in the meantime, application would be made on the 14th March next to two justices of the county of Stafford for an order directing the Company to put the same in complete repair. The notice being disregarded by the railway Company, on the 14th March the road trustees, by their solicitor, attended the magistrates pursuant to the terms of the notice (no one appearing for the railway Company), when the following order was made exparte and duly served on the railway Company : "Staffordshire, to wit.-Be it remembered that on the 14th day of March, A.D. 1859, at Hanley in the county of Stafford, complaint was made before W. Brownfield and E. J. Ridgway, Esqrs., two of her Majesty's justices of the peace in and for the said county, by J. Leech, the surveyor of the roads comprised in the Newcastle-under-Lyne and Leek Roads Act, 1857:' For that the approaches to a certain bridge, situate at Etruria in the parish of Stoke-uponTrent in the county of Stafford aforesaid, by which bridge the aforesaid turnpike road from Newcastle-under-Lyne to Leek is carried over the North Staffordshire Railway there, and the road over the same bridge, were then out of repair; and that the said bridge and approaches were made and executed by the said North Staffordshire Railway Company; and that the said Company were by law liable and required to maintain and keep the same in repair but have neglected so to do, although, as was proved to us on oath, notice in writing had been duly given to the said railway Company by the said J. Leech that the said approaches to and the road over the said bridge were out of repair, and that unless the same were put into complete repair in the meantime application would be made, between the hours of 1860. TRUSTEES OF NEWCASTLE, &c. ROADS v. NORTH STAF FORDSHIRE RAILWAY CO. ten and eleven o'clock in the forenoon on this day, to such two justices of the peace of the said county of Stafford as should be then sitting at the Town Hall in the said county of Stafford, for an order directing the aforesaid railway Company TURNPIKE to put the same into complete repair: And now on this day the said J. Leech having applied to us, and having heard the matter of the said complaint, and more than ten days. having elapsed since the delivery of the said notice, and it being proved to us on the oath of the said J. Leech that the approaches to and the road over the said bridge are still out of repair: We do therefore adjudge and order the North Staffordshire Railway Company on or before the 11th day of April next to put the said approaches to and the said road over the said bridge into complete repair: And we do also adjudge and order the said North Staffordshire Railway Company forthwith to pay to the said J. Leech his costs concerning this inquiry, the amount whereof we have ascertained and determined to be the sum of 17. 10s. Given under our hands and seals, &c. "W. Bramfield. This order not having been complied with, a summons was issued, at the instance of the said J. Leech, requiring the North Staffordshire Railway Company to appear on the 20th June at the Town Hall before such justices as might be there, to answer to the information and complaint of having neglected to obey the said order. On the hearing of this summons, it was objected on the part of the railway Company that the order of the 14th of March, 1859, was bad, inasmuch as the Company were not liable to repair the road over the bridge or the slopes, and the justices, adopting this view of the case, dismissed the summons. The questions for the opinion of the Court are-First: whether, under the provisions of the "Railway Clauses |