merely in the nature of a conveyance obtained at the instance of the tenants for life, to which no person, except the tenants for life and those in remainder, is party or privy. [Channell, B., the words "for the general improvement of the estate" are put to limit the power.] Cur. adv. vult. The judgment of the Court was now delivered by WATSON, B.-We are of opinion the plaintiff is entitled to judgment. In right of his wife, tenant for life, he is possessed of the land in question. A private act of parliament enabled them to grant building leases, and contained a clause, as usual, that they might lay out and appropriate, or concur in laying out and appropriating any part of the land authorized to be leased as and for a way or ways, street or streets, avenue or avenues, square or squares, passage or passages, sewer or sewers, or other conveniences, for the general improvement of the estate, and the accommodation of the tenants and occupiers thereof. Land has been appropriated for a way, and a way has been laid out, which on the pleadings must be taken to be not a public way, and not way over which at the time of its creation a right of way was granted to any one by any instrument under seal, but, as alleged in the rejoinder, a way laid out and made in exercise of the powers of the Act, and laid out and appropriated for the general improvement of the estate, and to the intent that the tenants might enjoy it, whatever that may mean. Two private rights of way have since been granted to tenants on this road. This being so, the defendant being a tenant of the estate under a lease in pursuance of the powers of the Act, contends that, though the way is not public, he is nevertheless entitled, under the provisions of the statute, to use it. Whether he is so entitled 1859. WHITE v. LEESON. 1859. WHITE v. LEESON. was the question in the case. It must be answered in favour of the plaintiff. The defendant's contention is based on the words "for the general improvement of the estate," and it is supposed that under this expression every road laid out must be a public road, or, at all events, a road for all the tenants of the estate. For this we think there is no foundation. The general improvement of the estate may be promoted by private roads. The statute must have intended that there might be private rights of way granted. Even if not, the defendant would have no right, though the reversioner might avoid the act, as not within the power. But it is clear that land may be appropriated for the purpose, and one or more private ways afterwards granted over it. The argument for the defendant would go to shew that if a square of large houses was set out with an inclosure, all the tenants of the estate must have a right to walk in it, though they lived in cottages at a distance. It would also go to shew that no sewer could be made unless it drained all the houses. plaintiff is entitled to judgment. The Judgment for the plaintiff. 1859. BARKER v. ALLAN, BURGOYNE, PRICE and HILL. of DECLARATION. That, before and at the time the making of the agreement hereinafter mentioned, the plaintiff was the managing director for reward of certain Companies, to wit, the Hull and London Fire Insurance Company and the Hull and London Life Insurance Company, and the defendants were directors of such Companies that differences had arisen: that the plaintiff had Dec. 7. The plaintiff B., the mana ging director of two insurance The board of directors of the Companies consisted of seven persons, four of whom were the defendants. At a meeting of the board at which all the defendants, except J. were present, it was resolved that B. should be informed that the directors were willing personally to relieve him of his shares, and to guarantee him from any call thereon, &c.; but appealed to him whether the portion of his salary which might be due to him should be claimed. By letter, dated the 26th of August, B. refused to accept this offer. A meeting of the directors of the two Companies was held on the 28th, at which the following resolution was passed:-"The Board resolve that, while they disclaim any intention of acting in the slightest degree uncourteously to Mr. B., they cannot fail to perceive that he has placed himself in a peculiar position, &c., the board, however, being desirous to come to an amicable termination of the misunderstanding, are willing to accept Mr. B.'s resignation, and pay him the proportion of salary, &c.; and at the same time the members of the board will jointly relieve him of his shares and guarantee him against all calls thereon. The directors being desirous that this matter should be definitely settled, request Mr. B. will reply to the offer by next board day, the 4th of September." B. answered this letter on the 2nd of September in these terms:-"I accept your offer. It may be arranged as speedily as you can wish, and in fact I accept the offer as one to be at once carried out. And on receiving the guarantee as to the shares, in which I presume your chairman Mr. C. concurs, and advice that the sum fixed is paid to my account, my resignation shall be at once forwarded." On the 4th of September, at a meeting of the directors of the two Companies, at which all the defendants except J. were present, B.'s letter of the 2nd of September was read, and a resolution passed, that "The Board having heard Mr. B.'s letter accepted his resignation, and requested the secretary to get the guarantee prepared by the solicitors, and to take other steps to carry out the negociation." This resolution was communicated to B. by a letter from the secretary. At an extraordinary board meeting of the Companies, held on the 23rd of October, at which the defendants were present, it was resolved:"In consequence of the proceedings of the previous ordinary boards in dealing with the resignation of Mr. B. being considered as irregular, it was resolved that Mr. B.'s resignation be accepted, and that the terms of arrangement with him be referred to the solicitors of the Company." Much correspondence took place with respect to the guarantee to be executed; but the defendants never carried out the terms offered to the plaintiff. The shares were never transferred; and B. never tendered to the defendants any written guarantee to be executed by them. But in a subsequent prospectus B.'s name was omitted from the list of directors. Held:-First, that assuming the resolution of the 28th of August, and the answer to it, did not constitute a definitive agreement; yet, the letter of the 4th of September, and the subsequent resolutions and letters shewed that the terms of the answer were adopted and acted upon. Secondly. That the giving of the guarantee was an act to be done under the agreement; and that, therefore, the agreement was complete, though the terms of the guarantee were not settled and reduced to writing. Thirdly. That an action was maintainable for a breach of the agreement against the four defendants who had assented to it, though it was not shewn by the plaintiff that the remaining members of the board were bound. contracted and subscribed for 500 shares in the Companies, and was liable to be deemed and treated as a shareholder in respect of his shares: that the plaintiff was desirous of being relieved of his liability in respect of the shares, of which the defendants had notice: that thereupon it was agreed that plaintiff should resign his office of managing director, should be paid a proportion of his salary, to wit 1504, and that the defendants should relieve the plaintiff of his shares and guarantee him against all calls.—Averment of performance of conditions precedent.-Yet the defendants did not nor would relieve the plaintiff of his shares, and did not nor would guarantee the plaintiff against all calls, but neglected so to do, whereby the plaintiff has been obliged to pay a large sum of money in respect of a certain call on the shares &c., and hath lost his office of managing director and the reward he would have received &c. Plea by the defendants Allan, Burgoyne and Price (inter alia). That it was not agreed as alleged. The defendant Hill allowed judgment to go against him by default. At the trial, before Martin, B., at the sittings in London in Michaelmas Term, 1858, a verdict was found for the plaintiff, subject to a special case to be stated by an arbitrator, the material parts of which were stated by the learned Judge who delivered the judgment of the Court, as follows: The plaintiff had been manager of the Hull and London Life and the Hull and London Fire Insurance Companies, and had a number of shares on which calls were payable. The plaintiff had been compelled to pay these calls, and he sought to reimburse himself in this action against the defendants for not giving a guarantee according to contract. The board of directors of this Company was composed of seven members, of which the defendants were four. By the deed of settlement three were a quorum. The material documents and letters upon which the question in the case arises are as follows: A meeting of the directors of the two Companies was held on the 14th of August, 1856, at which all the defendants except Burgoyne were present, when the following resolution was passed and sent to the plaintiff—" The directors having duly considered Mr. Barker's letter asking for a settlement, and likewise to be relieved of his shares in the Company: Resolved-That Mr. Barker be informed that the directors are willing personally to relieve him of his shares, and to guarantee him from any call thereon, on receiving a transfer of his shares; but the directors, in Mr. Barker's own language, applied to him as a gentleman and a man of honour (considering that his duties at Hull have been entirely fruitless to the Company) whether the portion of his salary which may be due to him should be claimed. "(Signed) Thomas Allan, Chairman." An answer was sent to this letter not accepting the offer. A meeting of the directors of the two Companies was held on the 28th of August, 1856, at which the defendants were present, when the following resolution was passed and sent to the plaintiff:-"This board, having heard read Mr. Barker's letter of the 26th instant: Resolve-That while they disclaim all intention of acting in the slightest degree uncourteously to Mr. Barker, they cannot fail to perceive that he has placed himself in a peculiar position by continuing the managing director at Hull, when he described the establishment of a board as having been a failure and a nullity. They are not aware of the existence of a guarantee given to him by the solicitors of the Companies, and therefore they had no intention of disputing the same. Mr. Turner, one of the solicitors of the Companies, disclaims all knowledge of a guarantee; and, if such do exist, it was the duty of Mr. Barker, when in a former 1859. BARKER v. ALLAN. |