thought that what had been done with regard to the affairs of the Company, had been wrongly done. One, 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 H. and Y. and several other per- sons calling themselves The Lanca- shire and North Yorkshire Railway Company, introduced a Bill into
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 1000l. for all 1. A bill impeached a deed on the
lands required by them for making the railway, and 40007. 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
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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