THE LAW OF RAILWAY COMPANIES. COMPANIES CLAUSES CONSOLIDATION ACT, 1845. (8 & 9 VICT. CAP. 16.) An Act for consolidating in one Act certain provisions usually inserted in Acts with respect to the constitution of Companies incorporated for carrying on undertakings of a public nature.―[8th May, 1845.] WHEREAS it is expedient to comprise in one general Act sundry provisions relating to the constitution and management of joint-stock companies, usually introduced into Acts of Parliament authorising the execution of undertakings of a public nature by such companies, and that as well for the purpose of avoiding the necessity of repeating such provisions in each of the several acts relating to such undertakings as for ensuring greater uniformity in the provisions themselves: May it therefore please your Majesty that it may be enacted; and be it enacted by the Queen's most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, That this act shall apply to every joint-stock Act to apply to company which shall by any act which shall hereafter incorporated by be passed be incorporated for the purpose of carrying on acts hereafter to any undertaking (a), and this act shall be incorporated with such act, and all the clauses and provisions of this act, save so far as they shall be expressly varied or excepted by any such act, shall apply to the company which shall be incorporated by such act, and to the undertaking for carrying on which such company shall be incorporated, so far as the same shall be applicable thereto respectively; and such clauses and provisions, as well as the clauses and provisions of every other act which shall be incorporated with such act, shall, save as aforesaid, all companies be passed. 8 & 9 VICT. c. 16. form part of such act, and be construed together therewith as forming one act (b). "Undertaking." All necessary in bill in Chan (a) As to the meaning and extent of the word "undertaking," see the note to sec. 2, post. (b) Care should be taken to set out in a bill of complaint all the clauses of special clauses of the special act likely to be required for the support of act to be set out the plaintiff's case; for it has been decided that the Court will not go out of the record, notwithstanding a clause in the special act that the act is to be a public act, and judicially taken notice of as such: (Bailey v. Birkenhead Railway Co., 12 Bea. 433; 6 R. C. 256; 14 Jur. 119; and see 13 & 14 Vict. c. 21.) cery. Interpretations in this act: "the special act:" "prescribed :" "the undertaking." "Undertaking." Lord Cairns. II. And with respect to the construction of this act, and of other acts to be incorporated therewith, be it enacted as follows: The expression "the special act" used in this act shall be construed to mean any act which shall be hereafter passed incorporating a joint-stock company for the purpose of carrying on any undertaking, and with which this act shall be so incorporated as aforesaid; and the word "prescribed" used in this act, in reference to any matter herein stated, shall be construed to refer to such matter as the same shall be prescribed or provided for in the special act; and the sentence in which such word shall occur shall be construed as if instead of the word "prescribed " the expression "prescribed for that purpose in the special act" had been used; and the expression "the undertaking" (a) shall mean the undertaking or works, of whatever nature, which shall by the special act be authorised to be executed. (a) As regards the effect of the word "undertaking," Lord Cairns, Explanation of L. J., has observed, that "the object and intention of Parliament, in the case of each of these various undertakings, was clearly to create a railway which was to be made and maintained, by which tolls and profits were to be earned, which was to be worked and managed by a company, according to certain rules of management, and under a certain responsibility. The whole of this, when in operation, is the work contemplated by the Legislature, and it is to this that, in my opinion, the name of undertaking' is given. Moneys are provided for, and various ingredients go to make up the undertaking; but the term 'undertaking' is the proper style, not for the ingredients, but for the completed work, and it is from the completed work that any return of moneys or earnings can arise." The ingredients to which his Lordship refers as going to make up the undertaking, are explained by him in another part of the same judgment (p. 215), in which he says: "A railway is made and maintained by means of its capital, by means of its borrowed money, of its land, of its pro ceeds of sale of surplus land, of its permanent way, of its rolling 8 & 9 VICT. C. 16. stock:" (Gardner v. London, Chatham, and Dover Railway Co., L. R. 2 Ch. App. 201, 216, 217; 15 W. R. 325; 36 L. J. (Ch.) 323.) in this and the III. The following words and expressions both in this Interpretations and the special act shall have the several meanings hereby special act: assigned to them, unless there be something in the subject or the context repugnant to such construction; that is to say Words importing the singular number only shall include Number: the plural number; and words importing the plural number only shall include the singular number: Words importing the masculine gender only shall in- Gender: clude females: The word "lands" shall extend to messuages, lands, "Lands:" tenements, and hereditaments of any tenure: "Month:" The word "lease" shall include an agreement for a lease: “Lease:" The word "oath" shall include affirmation in the case of " Quakers, or other declaration lawfully substituted for an oath in the case of any other persons exempted by law from the necessity of taking an oath: Courts:" "Oath:" The word "county" shall include any riding or other "County:" like division of a county, and shall also include county of a city or county of a town: The word "justice" shall mean justice of the peace "Justice:" acting for the county, city, borough, liberty Cinque Port, or other place where the matter requiring the cognizance of any such justice shall arise, and who shall not be interested in the matter (a); and where any matter shall be authorised or required to be done by two justices, the expression "two justices" shall be understood to mean two "Two jusjustices assembled and acting together in Petty Sessions: tices:" (b) The expression" the company" (c) shall mean the com- "The company:" pany constituted by the special act The expression "the directors" shall mean the directors "Directors: " of the company, and shall include all persons having the direction of the undertaking, whether under the name of directors, managers, committee of management, or under any other name: "Shareholder:" The word "shareholder" shall mean shareholder, pro- ( 8 & 9 VICT. c. 16. prietor, or member of the company; and in referring to any such shareholder, expressions properly applicable to a person shall be held to apply to a corporation: And "Secretary." Disqualifying interest. The expression "the secretary" shall mean the secretary of the company, and shall include the word " clerk." (a) As to disqualifying interest of justices, see Reg. v. Rand, 1 L. R. (Q. B.) 230; 35 L. J. (M. C.) 147; and Grand Junction Canal Co. v. Dimes, 2 MN. & G. 285. "Two justices:" (b) By s. 14 of 2 & 3 Vict. c. 71, it is enacted that it shall be lawful for any one of the metropolitan police magistrates to do alone any act, at any of the Metropolitan Police Courts, which by any law then in force, or by any law not containing any express enactment to the contrary, thereafter to be made, was or should be directed to be done by more than one justice. "Company:" Railway Com. 30 & 31 Vict. c. (c) The meaning of the term "company," as occurring in the Railway Companies Act, 1867, is restricted to a railway company; panies Act, 1867. that is to say, a company constituted by Act of Parliament, or by certificate under Act of Parliament, for the purpose of constructing, maintaining, or working a railway, (either alone or in conjunction with any other purpose.) 127, s. 3. Regulation of Use of a private tolls, &c. The term "company," as used in the Regulation of Railways Act, 1868, (31 & 32 Vict. c. 119,) means a company incorporated, either before or after the passing of that act, for the purpose of constructing, maintaining, or working a railway in the United Kingdom, (either alone or in conjunction with any other purpose,) and includes, except when otherwise expressed, any individual or individuals not incorporated, who are owners or lessees of a railway in the United Kingdom, or parties to an agreement for working a railway in the United Kingdom. In a case decided before the last-mentioned act was passed, where railway for taking a railway act declared that nothing therein contained should prevent the owners, lessees, or occupiers of lands near the company's railway from making railways, roads, &c., across the company's railway, it was held, on appeal, that the plaintiff was entitled to use his railway, made by him over the defendants' line, as a common railway carrier for taking tolls and carrying passengers: (Hughes v. Chester and Holyhead Railway Co., 1 Dr. & Sm. 524; 3 De G. F. & J. 352; 31 L. J. (Ch.) 97; 10 W. R. 219.) "Share" by Railway Com (d) By the Railway Companies Act, 1867, (30 & 31 Vict. c. 127, panies Act, 1867, S. 3,) the term "share" includes stock. includes stock. Short title of the act. Form in which portions of this act may be in IV. And be it enacted, That in citing this act in other acts of Parliament, and in legal instruments, it shall be sufficient to use the expression "The Companies Clauses Consolidation Act, 1845." V. And whereas it may be convenient in some cases to incorporate with acts of Parliament hereafter to be passed corporated with (a) some portion only of the provisions of this act; be it therefore enacted, That for the purpose of making any other acts. |