Legal Rights in dispute are sent to be decided by a Court of Law. tion at any moment, if the defendants, from carelessness, wilfulness, or otherwise, should so exercise the privilege they claim, as seriously to obstruct the plaintiffs in the use of their own railway (e).” And, Lord Cotter ham, C., refused to grant an injunction to prevent the owners of a railroad, made over the plaintiff's land, from using the railroad after it had been completed, or from interrupting the plaintiff's workmen in removing it, and restoring the land to its original state, although the possession of the land for the purpose of constructing the railroad had been obtained from a tenant of the plaintiff by means of circumvention and fraud. His Lordship intimated, that, if the defendants were not entitled to the right of way which they claimed, they were mere trespassers, and the plaintiffs had their proper legal remedy against them as such (f), There is also another class of cases to which the remedy by injunction is applicable. It seems, that, if it can be clearly made out, that a railway company cannot perform the undertaking imposed upon them by the terms of the special act, an injunction may be obtained by an owner of property through which the Legislature has given the company a right to pass, to restrain the company from taking his lands (g). For, to take any more land, where the whole work can never be performed, is clearly injurious to him, and (e) The North Union Railway Company v. The Bolton and Preston Railway Company, 3 Railway Cases, 345. (f) Deere v. Guest, 1 My. & Cr. 516. See also Warburton v. The London and Blackwall Railway Co., 1 Railway Cases, 558. (g) Agar v. The Regent's Canal Company, 1 Swanst. 244, n.; Gray v. The Liverpool and Bury Railway Com pany, 10 Jurist, 364, post, 568. We have seen (aute, 526) that the Court of Queen's Bench will interfere by mandamus to compel a railway company to complete a line of railway accord. ing to the stipulations contained in the special act; and that it is no sufficient answer, for the company to allege, that all the funds over which they have any control are exhausted. a substantial breach of the condition on which the Legislature granted the right to do it. So, it has been said, that if the termini be changed, and, instead of proceeding to some great town or city, the railway were to terminate in some obscure village, the same result would follow (h). But to induce a Court of equity thus to interfere, it must clearly appear that the parliamentary plan is finally abandoned (i), and that a real and substantial injury would be sustained by the complaining party (k). But where commissioners were empowered by an act of Parliament to widen and improve streets, it was decided, that a person whose property was required by the commissioners for the purposes of the act, was not entitled to restrain them, by injunction, from taking the steps prescribed for obtaining possession of the property, until they should have shewn a sufficient fund in hand to satisfy the price which might be awarded, or until they should have shewn the means by which they proposed to procure it. This case was decided on the ground, that every purchase was a distinct work in itself, and to that extent accomplished the object of the Legislature (1). It has been already mentioned, that the remedy by injunction is applicable to cases where lands are taken, or works executed, in violation of an agreement previously made between the parties. Upon this subject it has been determined, that railway companies, when incorporated, are bound, in equity, to ratify and carry into effect all agreements made with landowners or others, by the provisional committee or their agents, during the progress of the bill through Parliament, especially if the company has received (h) Lee v. Milner, 2 Y. & Col. 611. (1) Lee v. Milner, 2 Y. & Col. 618; Mayor of King's Lynn v. Pem berton, 1 Swanst. 244. (k) Ante, 341. (1) Salmon v. Randall, 3 My. & Cr. 439. As to the Ratifica- the full benefit of the consideration which the agreement tion of Contracts made before the Special Act is obtained. stipulated for (m). : (m) Agreements made by landowners with railway companies, to withdraw or withhold opposition to a bill in Parliament, are not illegal and large sums of money agreed to be paid for land, in consideration of the withdrawal of opposition to such bills have been recovered See Lord Petre v. The Eastern Counties Railway Company, 1 Railway Cases, 462: Lord Howden v. Simpson, 10 A. & E. 820, confirmed on error, 3 Railway Cases, 294: Doo v. The London and Croydon Railway Company, 1 Railway Cases, 257. It has been contended, that, although this species of contract may be good in the case of private individuals, it is not lawful for a member of Parliament to make such a bargain, because it amounts to a contract to sell his vote-in other words, that it would be a breach of contract if he afterwards voted against the bill. But the Court of Queen's Bench, in a late case, observed on this point: "Although the plaintiff was a peer, that would not affect his right to make any bargain for the sale of his land, or for a compensation for an injury to it; if it did, a peer or a member of Parliament would be placed in a worse condition than any private individual. We must presume, as there is no averment to the contrary, that his quality of peer in no way affected the bargain in question, and that he was left, notwithstanding that agreement, to exercise his free judgment, and give or withhold his vote, according to his conscience, upon the measure, when it came before him in his legislative capacity. In the absence of any agreement or understanding that the vote should be given in a particular way, the mere tendency or possible effect of such a contract on the vote of a member of either House cannot be taken into consideration." Lord Howden v. Simpson, 10 A. & E. 821. An attempt was recently made to set aside a contract entered into by a railway company with a landowner, upon the ground, that, at the time of making the agreement, the parties intended to prosecute a subsequent bill in Parliament, whereby the railway might pass through other lands than those mentioned in the bili, and that this arrangement was fraudulently withheld from the knowledge of Parliament, and also from the owners of the other lands. The Court of Queen's Bench decided that the contract was invalid. See Lord Howden v. Simpson, 10 A. & E. 793; Simpson v. Lord Howden, 1 Keen, 583; 1 Railway Cases, 326; but when the question was afterwards argued in error, it went off on a technical point: Lord Howden v. Simpson, 10 A. & E. 815; S. C., 1 Railway Cases, 347. See, also, The Vauxhall Bridge Company v. Earl Spencer, 2 Madd. 356; and, on appeal, Jacob, 64. Parties who desire to make arrangements with the promoters of bills, as to the mode in which the works are to be executed, or their property dealt with, should have a proper agreement drawn up and signed; or oppose the bill in Parliament, with a view to have a clause inserted in the special act. If the agreement be made with a company provisionally registered, it should tion of Contracts made before the Special Act is obtained. Upon this point it has been said by a learned judge, that A to the Ratificawhere parties are going before Parliament for the purpose of being incorporated, a door would be open to great frauds, if bargains made by persons acting as their agents when they are in a scattered and individual state, were not binding on the company when incorporated (n); and, on appeal, Lord Cottenham, C., approved of this doctrine. His Lordship observed, "The railway company contend, that they, being now a corporation, are not bound by anything which may have passed, or by any contract which may have been entered into by the projectors of the company, before the act of incorporation. If this proposition could be supported, it would be of extensive consequence at this time, when so much property becomes every year subject to the power of these incorporated companies. The objection rests upon ante, 383. Neither will equity assist be made conditional on the completion tion of Contracts made before the Special Act is obtained. As to the Ratifica- grounds purely technical, and those applicable only to actions at law. It is said, that the company cannot be sued upon the contract, and that the agent entered into a personal contract, undertaking to procure from the company, when incorporated, a similar contract. It cannot be denied that the act of the agent was the act of the projectors of the railway; it was therefore the agreement of the parties seeking an act of incorporation, that, when incorporated, certain acts should be done. The question is not, whether there be any legal binding contract at law, but whether this Court will permit the company to use the powers under the act in direct opposition to the arrangements with the trustees before the act, and upon the faith of which they were permitted to obtain such powers. If the company and projectors cannot be identified, still it is clear that the company have acceded to, and are now in possession of, all that the projectors had before. They are entitled to all their rights, and subject to their liabilities. If any one individual had projected such a scheme, and in prosecution of it had entered into an arrangement, and then had assigned all his interest in it to another, there could be no legal obligation between those who had dealt with the original projectors and such purchaser; but in this Court it would be otherwise. So here, as the company stand in the place of the projectors, they cannot repudiate the arrangement into which such projectors have entered in their corporate capacity: they cannot exercise the powers given by Parliament to such projectors, and refuse to comply with those terms, upon the faith of which all opposition to their obtaining such powers was withheld." And where an agreement had been entered into by the promoters of a railway to purchase certain lands, and the owner, in consideration thereof, withdrew his opposition to the bill then pending in Parliament, and the promoters who |