A Summary of the Law of Railways

cation to have such money applied in the redemption of the land tax, &c. as being a case within the spirit and meaning of the act (x); and the same of an application to have the money applied in the discharge of incumbrances. (y) Where the purchase money, &c. is not invested at once, but piecemeal, it is discretionary with the court to allow or not the costs of

which it was stipulated that A. should procure an act of parliament to enable him to sell the estate to B., and that B. should bear all the expenses incident to and consequent upon his proposal to purchase the estate, together with the expense of obtaining the act, of preparing the abstract, and showing a title to the estate, and of and about making and completing the sale and conveyance to him, together with the expense of the agreement and all other expenses whatsoever of A., in consequence of the sale, or arising out of or in anywise relating thereto, or to the proposal of B. A. accordingly obtained an act for the sale of the estate to B., which directed the purchase money to be invested in lands to be settled to the same uses as the estate stood limited to. It was held that B. was not bound to pay the expenses of the investment.

(1) Ex parte Northwick, 1 Y. & C. 166. (y) Ex parte Trafford, 2 Y. & C. 522.

And an infant tenant

entail of the money in

in tail, who, on coming of age, barred the the bank, has been allowed his costs of applying to the court to have the money paid over to him.-Ex parte Marshall, in re Great Western Railway Company, 1845.

But upon the same company's acts, it has been held that the company are not liable for the costs, &c. attendant upon the obtaining the compensation money out of court for the purpose of erecting a new vicarage house, though the original act authorized the house being built with the money. Ex parte Madon in re Great Western Railway Company, 9 Jur. 74. And where an act spoke of the expenses of all purchases in pursuance of the act, and of the necessary orders for that purpose, it was held not to apply to the costs of a petition to have a portion of the purchase money in the bank paid out of court, and the residue invested in stock. Ex parte Molyneux, in re Manchester and Liverpool Railway Company, 9 Jur. 786,

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 Lands 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.

(8) 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.

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