and the calls on the face of them purported to be made by the court of directors, it being objected that in making the calls the directors acted in a different capacity from that in which they were empowered to make calls, (y) it was nevertheless held to be good, the act apparently using the different terms in question indiscriminately. Assuming calls to be made by persons who have been allowed to act in the character which authorizes them to make calls, it would not, it is conceived, looking at the usual provisions of railway acts on this subject, be competent for a shareholder to resist payment of such calls on the ground of those persons being de jure disqualified. (~)

398. Persons upon whom calls to be made. Again, the calls must be made on the persons contemplated by the act of parliament. Looking at the usual provisions of a railway act, it is impossible not to see that it is the intention of the legislature that those who become shareholders should all of them pay rateably. It is the duty accordingly of the directors to make calls on all equally, and this rule extends not merely to the ordinary shareholders, but to parties taking shares in trust for the company. A shareholder, however, cannot evade payment of calls

(y) The Southampton Dock Company v. Richards, 1 M. & Gr. 448; S. C. 2 Railw. Cas. 222.

(*) See judgment of Tindal, C. J. in Thames Haven Railway Company v. Hall, 5 M. & Gr. 274; but see Sheffield, Ashtonunder-Lyne and Manchester Railway Company v. Woodcock, 2 Railw. Cas. 527; S. C. 7 M. & W. 574; and the judgment of the Vice-Chancellor in Mangles v. The Grand Collier Dock Company, 2 Railw. Cas. 359; S. C. 10 Sim. 519.

on the ground of this duty not having been properly fulfilled, though the directors might be compellable to correct their error, and put all the shareholders on an equal footing in respect of the calls to be made on them. (a)

399. As to the time of making calls. In general the time of making this or that particular call is left to the discretion of the directors, subject, however, to a certain condition as to the aggregate amount of such calls in any one year, and the interval that must elapse between each of the successive calls. If either of these requisites be disregarded in the making of a call, payment of it cannot be enforced. (b)

400. The amount of each several call is another requisite in general prescribed by the statute, a noncompliance with which is destructive of the validity of a call.

401. Lastly. As to the formalities to be observed in making calls, &c. Here the first step to be noticed is the resolution of the directory, which in general amounts to a mere announcement of a call of a given amount per share being made on the proprietors, &c., payable on such a day. The resolution in general is required to be and is, in point of fact, followed up by a notice, (c) specifying the time and place of payment, and the party to whom it is to

(a) Mangles v. The Grand Collier Dock Company, 2 Railw. Cas. 359; S. C. 10 Sim. 519.

(b) Stratford and Moreton Railway Company v. Stratton, 2 B. & Ad. 518.

(c) See Companies Clauses Consolidation Act (8 Vict. c. 16, s. 22) post, App.

be made. The resolution ought to be so worded as to embrace all the parties liable to the payment of calls. Accordingly, where the statute, in describing the parties liable to pay calls, distinguishes between different classes of persons, the call should be framed in language applicable to them all; but where the terms of the statute, though varied, are obviously employed indiscriminately, and point to the same set of persons, then the employment of one of such terms by the directors in their resolutions is sufficient, as it must be taken to include the others. (d)

402. A resolution to make a call prospectively is good, at least where there is nothing in the statute requiring the directors to make the calls immediately; because the exigencies of the company, and the nature of their debts and engagements, may well be such that the amount of calls would as certainly be wanting at a future day as on the very day when the resolution is made. (e)

403. According to the usual provisions of a railway act, the insertion of a time and place of payment and the payee's description, is not essential to the validity of the resolution of the directors; provided these particulars are sufficiently notified to the share

(d) The West London Railway Company v. Bernard, 22 Law Journ. Q. B. 68; S.C. but not S.P. 3 A. & E. N. S. 876; see also London Grand Junction Railway Company v. Freeman, 2 Railw. Cas. 468; S. C. 2 M. & Gr. 606; Great North of England Railway Company v. Biddulph, 2 Railw, Cas. 401; S. C. 7 M. & W. 243.

(e) The Sheffield, Ashton-under-Lyne, and Manchester Railway Company v. Woodcock, 2 Railw. Cas. 531; S. C. 7 M. & W.

holders in the subsequent advertisement. (f) Neither is it necessary, in order that the latter document may thus operate as supplementary to the former, to show the authority of the secretary, &c. to make the publication; because such an authority by the directors must be presumed as an act obviously within the scope of their duty, or, at all events, that they adopted the officer's act, unless the contrary is shown. (g)

(f) Ibid.; see also The Great North of England Railway Company v. Biddulph, ubi supra; The London and Brighton Railway Company v. Fairclough, 2 Railw. Cas. 545 ; S. C. 2 M. & Gr. 674.

(g) London and Brighton Railway Company v. Fairclough, ubi supra.

CAP. IV.

Of the Construction (a) of the Railway.

404. IN the construction of the railway the company must take care to adhere to the parliamentary line, or at any rate not to deviate beyond the limits permitted by their act. (b) They must likewise conduct their works, excavations, &c. with all reasonable skill and care, so as to avoid, as far as is possible, endangering adjoining property. (c) More particularly they must be cautious not to do any thing to the detriment of any species of property which is protected by their act.(d) And, generally, in the conduct of their operations, they must comply with the various conditions imposed by the legislature on the exercise of their powers of making the railway. (e)

(a) As to provisions of Railway Clauses Consolidation Act (8 Vict. c. 20) on this head, see act, ss. 6-24, post, App. (b) See ante, p. 76, et seq.

(c, See ante, pp. 180, 181.

(d) Turner v. Sheffield and Rotherham Railway Company, 10 M. & W. 425.

(e) Under the 5 & 6 Vict. c. 9, s. 11, money may be ad

vanced at interest or otherwise out of the consolidated fund to a limited amount, to any corporate body or company of proprietors, or any person or persons engaged in, &c. any public works carried on under the authority of parliament, or to any trustee or trustees of roads or railways, subject to such conditions respec