thought that what had been done with regard to the affairs of the Company, had been wrongly done. One, PHILLIPPS. being a solicitor, has acted for the others. They have instituted their own proceedings, and must be considered as sailing in the same boat. I do not, however, mean to say that, if the Petitioner himself had been the Plaintiff in the suit, that circumstance alone, would have prevented my making the order.
I do not know what the case before Vice-Chancellor Knight Bruce was, but I am quite confident that that learned Judge could never have meant to decide that, if a man had filed a bill and gone on towards the hearing of the Cause, he might get a winding-up order as a matter of course.
Mr. Prior: What his Honour decided, was that, if it is a proper case for the winding-up order, the pendency of the suit does not prevent the order from being made.
The Vice-Chancellor. That is, precisely, my opinion.
In October 1851, Vice-Chancellors Sir James Lewis Knight Bruce and Baron Cranworth, resigned their offices, on being appointed Lords Justices of the Court of Appeal in Chancery, under 14 & 15 Vict. c. 83.
They were succeeded by R. T. Kindersley Esq., a Master in Chancery, and James Parker, Esq., one of her Majesty's Counsel: and, shortly afterwards, those two gentlemen were knighted.
Stuart v. Lloyd, reported ante page 56, has been reversed: See 3 Macn. & Gord. 181.
In page 29, line 16 of the marginal note, for B. read A.
ACCEPTANCE OF SHARES.
See CONTRIBUTORY, 2, 5, 7, 10.
Court will interfere to preserve pro-
perty in litigation, in statu quo.
[Shrewsbury and Chester v.Shrews-
bury and Birmingham Railway
Company]
2. A railway company constituted
under an Act of Parliament, agreed
with two other railway companies,
that the whole concern, without in-
cumbrance, when completed, should
be worked by those two companies,
who should have perfect control
and exercise all the rights of the
first-mentioned company, and who
should find stock, and work the
concern for twenty-one years. Held
that the agreement was illegal, as
being in violation of the Act under
which the first-mentioned company
was constituted; and that, though
a very large majority of the share-
holders present at a meeting, had
sanctioned the agreement, the dis-
sentients might file a bill on behalf
of themselves and the other share-
holders, against the company and
its directors, to have it declared
void. [Beman v. Rufford]. 550
3. H. and Y. and several other per-
sons calling themselves The Lanca-
shire and North Yorkshire Railway
Company, introduced a Bill into
TT 2
Parliament for incorporating the
Company and making their railway,
which was intended to pass through
the Plaintiff's estate, and near his
residence. The Plaintiff prepared
to oppose the Bill, but afterwards
desisted, in consequence of H. and
Y. having agreed with him, on be-
half of the company, that, in case
the company should, in the then or
any subsequent session, obtain, an
Act of incorporation, they would
pay the Plaintiff 10001. for all
lands required by them for making
the railway, and 40001. for residen-
tial injury, and 251. for his personal
expenses, and also that they would
pay the expenses of his solicitor in
the business. Afterwards that com-
pany agreed to join with a rival
company, calling itself The Liver-
pool, Manchester and Newcastle
Company, in applying for an Act
for making a railway the line of
which, so far as the Plaintiff's
estate was concerned, was the same
as the line of the Lancashire and
North Yorkshire Company; and
the two companies agreed to adopt
the agreement with the Plaintiff.
The Act passed, and by it the two
companies were incorporated by the
name of The Liverpool, Manchester
and Newcastle Railway Company.
Held that the incorporated com-
pany must be taken to be the par-
ties on whose behalf H. and Y.
entered into the agreement with
the Plaintiff. The Court also was
of opinion that the true construction
of the agreement was that, as the
Plaintiff had withdrawn his opposi-
tion to the Bill in Parliament, the
company were bound to pay the
sums agreed to be paid to him, 2.
although they had not taken pos-
session of any part of his estate.
But, the question as to the con-
struction of the agreement being a
legal one, a case was directed for
the opinion of a Court of Law.
[Preston v. Liverpool, Manchester
and Newcastle-upon-Tyne Junction
Railway Company] .
. 586
See SECRETARY'S SALARY.
1. A bill impeached a deed on the
ground of fraud, and interrogated
the Defendant as to the contents of
certain letters which had passed be-
tween her and her solicitor, and
which, it stated, showed that the
deed was prepared and executed for
the alleged fraudulent purpose.
The Defendant, in her answer, de-
clined to set forth the contents of
the letters, as being privileged com-
munications. The Court held that
the transaction, according to the
account of it given in the bill and
answer, was not a fraud; and,
therefore, that the Defendant was
not bound to set forth the contents
of the letters. Communications
between a solicitor and his client
relative to a fraud contrived be-
tween them, are not exceptions to
the general rule; they do not fall
within the rule itself: for the rule
applies, not to all that passes be-
tween a solicitor and his client, but
only to what passes between them
in professional confidence; and no
Court can permit it to be said that
the contriving of a fraud forms
part of the professional occupation
of an attorney or solicitor. [Fol-
lett v. Jefferyes] . .
A Defendant admitted that he had,
in his possession, documents rela-
ting to the matters mentioned in
the bill; but refused to set forth a
list of them, because they had
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