A Summary of the Law of Railways

the successive investments, &c. necessary for that purpose; but in general the court seem inclined to limit the allowance to two. (m) Supposing, however, that the purchase money is very large, the costs of a third reinvestment will, it seems, be allowed. (n)

314. Assuming that a railway act makes provision for the costs of the reinvestment of the purchase money, &c., it remains to be considered what costs are included in the provision. The costs of the master's report, as to the title of the lands to be settled to the like uses, would seem to be so. Accordingly a court will, on the construction of the general clauses in railway acts, fix the company with the above costs. (0) But extraordinary costs, occasioned by the peculiar nature of the proposed reinvestment, cannot, it seems, be taken to fall under the provision in question; as, for instance, where a contract was made for a purchase beyond the amount of the money in court, and it was arranged that the excess of costs, occasioned by the

(m) Ex parte Provost, &c. of Eton College, 3 Railw. Cas. 271; S. C. 6 Jur. 908; in Ex parte Trustees of Waste Lunds of Boxmoor, in re Birmingham Railway Company, costs of two purchases were allowed; 8 Jur. 307; S. C. 3 Railw. Cas. 513.

(n) In re Saint Katherine's Dock Company, 3 Railw. Cas.

514.

(0) Ex parte Marsh, 5 Jur. 502, A.D. 1841. And under the act enabling the corporation of the Trinity House to purchase property, and in certain cases to pay the purchase money into court to be laid out in stock for the benefit of the parties entitled, (the act providing that the "costs of the investment of the purchase money, &c. should be paid by the corporation,") the broker's commmission on the purchase of stock was held to be a part of the costs of investment to be borne by the corporation; In re stat. 6 & 7 Will. 4, Ex parte Corporation of Trinity House, 3 Hare, 95.

larger purchase, should be secured by a charge on the newly purchased property, the master having reported against this contract, and exceptions to his report having been taken and allowed, the court disallowed as against the company all costs occasioned by the peculiarity of the contract including the costs of the exceptions. (p)

315. It is proposed to speak in the last place of extraordinary costs incidental to those cases where the company, in order to complete their title, are obliged to go into a court of equity, such as the costs of a suit necessarily instituted to procure a conveyance of the legal estate, the expenses of a reference to a master to settle conveyances, and the like. These costs must be borne by the party who occasions the necessity for them. Where therefore the owner of property, after agreeing with the company for the purchase, died, leaving it to descend to infants, it was held that the costs of a suit, which the company were necessitated to institute, in order to procure a conveyance of the legal estate, must be defrayed out of the purchase money. (q) And the same where a party died, having devised all his estates in strict settlement; (r) and it was held to make no difference that an interval of three years had elapsed between the date of the agreement and the death of the deceased, no steps having been taken by either party to complete the purchase. (s)

(p) Ex parte Newton, 4 Y. & C. 518.

(9) The Midland Counties Railway Company v. Wescomb, 2 Railw. Cas. 211; S. C. 11 Sim. 57.

(r) The Eastern Counties Railway Company v. Tuffnell, 3 Railw. Cas. 133.

(s) Ibid.

SECT. 3.-Of the Company viewed in its Internal

Relations.

SUB-SECT. I. Of the Individual Shareholders.

II.

Of the General Meetings of the Company.

III. Of the Directors.

IV. Of the Officers, Servants, &c.

V.-Of Bye Laws.

VI. Of Registration.

VII. Of the Books, Records, &c. of the Company.

SUB-SECT. 1.-Of the Individual Shareholders.

1. How a party may become a shareholder.

2. Of the rights, duties and liabilities of shareholders. 3. How a party's character of shareholder may be determined.

316. 1. How a party may become a shareholder. In general there are two ways in which a party may become a shareholder, (a) viz. either by subscription or transfer. A bonâ fide transfer of scrip, (b) though prior to the passing of the act, is, it seems, so far effectual for this purpose, as to give a right to be registered upon the passing of the act; so likewise a transfer of shares from an original subscriber posterior to the passing of the act, but prior to the sealing of the register of the proprietors agreeably to the act, (c)

(a) As to who are shareholders within the meaning of Companies Clauses Consolidation Act, 8 Vict. c. 16, see act, s. 3, post, App., and s. 8, ib.

(b) See ante, p. 45 et seq., as to transfer of scrip, &c. before passing of act.

although the transferror be never registered as a proprietor. But a party claiming in the latter way, viz. by transfer, must in general, in order to entitle himself to the privileges of a shareholder, procure himself to be registered under the act. (d)

317. 2. Of the rights, duties and liabilities of the individual shareholders. Under the ordinary provisions of a railway act, these are mainly such as might fairly be expected from the relation in which they stand to the company, the former being the contributors to the joint stock of money which is entrusted to the management and disposal of the latter, in order to the obtaining a profit for the benefit of the individual contributors. The individual subscriber accordingly, while he is bound to pay the amount of his subscription, or such part of it as may from time to time be required for the purposes of the act, has at the same time a right to insist on the joint stock, composed of such subscriptions, being applied to the purposes for which it is so entrusted, and, in case of any surplus profits being thereby produced, to share in those profits according to the proportion in which he has contributed to the capital stock of the company. For the better enabling him to enforce the above rights, he is in general empowered by the act to be present at and take a part in the deliberations of all general meetings of the company, and to vote in the determination of all questions thereat, &c.

318. The above obligation, viz. that of paying the amount of his subscription according to the

(d) See Companies Clauses Consolidation Act, 8 Vict. c. 16, s. 15, post, App., and ss. 18, 19, ib.

provisions of the act, is the sole one, it may be remarked, that is ordinarily incidental to the character of a shareholder, the shareholders being distinct persons from the corporate body, and therefore being no more responsible for the acts of the company than an utter stranger, unless indeed where a direct personal interference in the concerns of the company can be brought home to them. There is however one case where the Companies Clauses Consolidation Act (e) gives creditors of a company established under that act a direct remedy against the shareholders, viz., where execution having been issued against the property or effects of the company sufficient cannot be found whereon to levy, in this case the creditor is empowered by the above act to issue execution against any of the shareholders to the extent of their shares respectively in the capital of the company not then paid up. If by means of such execution any shareholder is made to pay more than the amount then due from him in respect of calls, he is forthwith to be reimbursed such additional sum by the directors out of the funds of the company.

319. 3. Of the determination of a party's character as shareholder. In general a shareholder cannot put off his character as such in any other way than that pointed out by the act, viz. by a transfer, accompanied with all the formalities prescribed by the legislature. Even where a party, during the progress of the bill for the formation of a company, and before it is yet passed into an act, expressly renounces before the committee all further connection with the undertaking, and procures his name to be omitted out of the act in consequence,

(e) See ss. 36, 37, post, App.

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