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ADDENDA TO THE TREATISE.
(Note.-The same arrangement is observed in the Addenda as in the Text,
to the pages of which reference is made.]
Service of Writ on the Director of a Company completely registered,
A writ of summons described the defendants as “ Pilbrow's Atmospheric Railway and Canal Propulsion Company, now or lately carrying on business in King William-street, in the city of London.” The company had been completely registered pursuant to the statute 7 & 3 Vict. c. 110, and No. 6, King William-street, London, was registered as their place of business. They afterwards discharged their secretary and clerks, and gave up their place of business, but no other place of business was taken or registered by them, and there were no means of serving a writ but upon a director. It was decided that the description of the residence of the defendant was uncertain and insufficient under the statute 2 Will. 4, c. 39, and also that the service of the writ upon a director, in the county of Middlesex, was bad, and that the person on whom it was served might avail himself of these grounds for setting it and the service of it aside. Pilbrow v. Pilbroa's Atmospheric Railway and Canal Propulsion Company, 16 Law J., C.P., 11.
Withdrawal of Money deposited under the Standing Orders in Par
liament, p. 105. Five of the directors of a projected railway company, by petition, prayed the payment out of court of a large sum, standing in their names in the Bank of England, which had been paid in by them, in compliance with the standing orders, to two bankers and two gentlemen (not petitioners). The order was made according to the prayer. Boston and Sheffield Railway, Ex parte, 4 Railway Cases, 230.
Extent of Powers of Directors, p. 117. The directors of the Eastern Counties and Eastern Union Railway Companies having projected a branch from Colchester to Harwich, and the formation of a steam-packet company to trade between Harwich and the northern parts of Europe, a company was provisionally formed, of which directors of the two railway companies were the directors, and it was proposed that the shares should be taken by the proprietors of shares in the railway companies, and that the latter companies should guarantee to the steam-packet company £5 per cent. on their capital, and repayment of all the subscribed capital on dissolution ; and an agreement was prepared on this basis, and proposed to be signed, after the sanction of the shareholders of the railway companies should be obtained, at meetings to be held for that purpose. It was decided by Lord Langdale, M. R., that the railway companies had no power to pledge their funds in the manner proposed; and on a bill filed by one of the shareholders of the Eastern Counties Railway Company, on behalf of himself and all the other shareholders, an injunction was granted to restrain the directors of that company from signing the proposed agreement. Colman v. The Eastern Counties Railway Company, 11 Jur. 4.
The bill stated, that some of the shareholders of the railway company had accepted shares in the projected company. It was decided, that, notwithstanding this allegation, the bill was not improperly filed by the plaintiff on behalf of himself and all the other shareholders. Ib.
Sale of Scrip, p. 122. The plaintiff having on the morning of a certain day agreed to sell railway scrip to the defendant, the defendant in the afternoon of the same day signed the following document with a view to its being shewn to the plaintiff :-“Bought of N. K. (the plaintiff) 50 shares in the H. H. and B. Railway Company, at 101. per share.” It was decided that the contract between the parties was contained in this document; that it required an agreement stamp, although signed by the defendant only; and that the sale of railway scrip was not a sale of “goods, wares, or merchandise,” within the meaning of the exemption in the Stamp Act, 55 Geo. 3, c. 184, sched. part 1, tit. Agreement. Knight v. Barbor, 16 Law J., Exch., 18.
When a contract is made for the sale of shares or scrip, and nothing is stipulated as to the expense of the conveyance, the cost of the conveyance, including the necessary stamps, falls upon the purchaser : and before such a contract can be enforced, the purchaser must tender a conveyance to the vendor for execution. Stephens v. Medina, 4 Q. B. 422 ; S. C., 3 Railway Cases, 454.
A. gave an order to B., a stock-broker, to purchase shares in a foreign railway. There were no shares in the market, and B. bought a letter of allotment, it being the practice of the Stock Exchange at that time to buy and sell letters of allotment, as shares, in that railway. In an action to recover the value of the shares and the broker's commission, it was decided, that the question for the jury to determine was, whether the order to buy had reference to that which alone could be bought in the market at that time, or was an order to buy at a future time, when, by the passing of the foreign act, actual shares would be transferable and purchaseable. Mitchell v. Newhall, 4 Railway Cases, 300.
The directors of a railway, called “ The Kentish Coast Railway Company," having resolved not to issue scrip, some of the members, without their knowledge, issued scrip, signed by the secretary, from the office of the company. This scrip found its way into the share market, and was sold there at a premium. The plaintiff employed his broker to buy him some “Kentish Coast Railway scrip;" and the broker applied to the defendant, who sold him some of the above scrip. In an action to recover the price paid to the defendant, as having sold a spurious article, it was decided that the question for the jury was, whether the plaintiff intended to buy, and the defendant to sell, that which was current in the market as Kentish Coast Railway scrip, or the real scrip of that company. Lamert v. Heath, 4 Railway Cases, 302.
Legatee of Shares-Rights of, p. 128. A testator, who, at the time of his death, was possessed of fifty original and seventy purchased shares in a railway, in respect of which all the calls had not been made, by his will gave thirty whole shares in the said railway to trustees for the benefit of a married woman for life, without power of anticipation, and thirty shares to B.; and he declared that the legacies should not be held to be specific, so as to be capable of ademption. By a resolution of the railway company, new quarter shares were raised and offered rateably to the registered proprietors. Sixty new shares were offered to, and accepted by, the executors, and the deposit thereon was paid by them. It was decided that the bequests were specific, and that the income of the shares from the time of the testator's death belonged to the legatees. That the legatees were entitled to so many of the new shares as had been alloted in respect of the whole shares bequeathed to them, subject to the payment of the future calls. That the testator's estate was not liable to pay the calls on the whole shares purchased by the testator. That, where a testator dies possessed of several articles of the same nature, the legatee of some of them has the power of selecting, and not the executors of appropriating, those which he shall take. Jacques v. Chambers, 4 Railway Cases, 205.
Whether testator's estate is liable for future calls on the shares originally subscribed for-quære. 16.
Infants-Powers of Company to take Lands belonging to, p. 147.
The guardian of an infant plaintiff, whose lands were intersected by railways and waggon-ways, from which he received a considerable rental, applied to certain companies to insert in the bills they were applying for in Parliament a clause to the effect, that, in case of their taking any part of plaintiff's land, they would compensate him for the loss or diminution in profit, consequent on the traffic being transferred from the plaintiff's railways and waggon-ways to those of the company. The company having neglected to comply with this application, the plaintiff, by his guardian, presented a petition (in accordance with the finding of the Master), praying that he might be allowed to oppose the bill in Parliament, unless the insertion of such a clause as had been proposed to the company, or some other arrangement to be sanctioned by the Master, should be agreed upon by them. The order was made as prayed. Monypenny v. Monypenny, 4 Railway Cases, 226.
Money invested for Lands taken from Parties under Disability, p. 328.
A rector, seised in right of his office, of certain houses taken by a railway company under the powers of their act, applied by petition for the investment of a sum of money which had been paid by the railway company for compensation, and for the reversion, and thereby prayed for payments of the dividends to the petitioner and his successors. It appearing that the houses in question were subject to leases, of which about thirty years were unexpired, at a nominal rent, the Court refused to make the order as prayed, but directed the investment and accumulation of the sum, with liberty to apply. Lambeth, Rector of, Ex parte, 4 Railway Cases, 231.
Costs incurred in investing Purchase-money, p. 331. Where purchase-money of land taken by a railway company is in court, to be invested in the purchase of other land, the Court will allow all costs, charges, and expenses, according to the act, of as many investments as may be necessary to consume the whole purchase-money. London and Birmingham Railway Co., In re, 4 Railway Cases, 229.
Bye-Laws--Legality of, p. 431, The London and Croydon Railway Company had power under their act of Parliament, 6 Will. 4, c. 13, to make bye-laws for the good government of the affairs of the company; and by one of the bye-laws every passenger not producing or delivering up his ticket was required to pay the fare from the place from whence the train originally started. The plaintiff lost his ticket and offered to pay the fare from the place from whence he had come, but the servants of the company demanded the full fare under the bye-law, and on the plaintiff's refusal to pay it he was taken into custody; but the Court of Exchequer decided that the defendants were not justified in taking the plaintiff into custody, and that an action of trespass was maintainable. Chilton v. The London and Croydon Railway Company, 8 Law Times, 366.
Rateability of Railways, p. 483. A Canal Act, 34 Geo. 3, c. 24, s. 19, provided that the company should be rated to all parliamentary and parochial taxes and assessments for their lands, &c., in the same proportion as other lands, &c., lying near the same, are or shall be rated, and as the same lands, &c. would be rateable in case the same were the property of individuals in their natural capacity. By the 54 Geo. 3, c. 103, for inaking a fair and equal rate for the county in which the canal was situate, it was provided, sect. 4, that the assessment should be made rateably according to the annual rent or value of all estates within every