only the individual members; (o) where therefore a party meets his death on a railway from furious, driving or otherwise under circumstances that show such a want of care or attention in the company or their agents as to constitute it manslaughter, even though the company are in fault, they are not indictable, but only those who are conducing parties to the accident. 592. Where the death is found to be by mischance, then the coroner by the jury is to inquire of the deodand and its value, and in whose hands. How and on what grounds an inquest so found is impeachable, has been already considered. (p) If however the inquest contains a true statement of the facts, and is in other respects substantially good, then the only course for the company is to pay the sum assessed as the value of the deodand, or give up the engine, &c. 593. Where a railway company do any thing to the obstruction of a highway without performing the conditions on which their power of so doing is given to them, it would seem that they are indictable in the common form for so obstructing the highway. (q) (0) Hawk. P. C. b. 1, c. 65, s. 13; judgment of court in Reg. v. Birmingham and Gloucester Railway Company, ubi supra. (p) See ante, p. 364, et seq. (q) Reg. v. Scott, 3 Railw. Ca. 187; S. C. 3 A. & E. N. S. 543. PART II. Of Remedies between the individual Shareholders. I. Of Remedies at Law. 594. Where a projected railway turns out to be a fraud and bubble, a party who is entrapped by the projectors into becoming a subscriber, and advancing his money on the faith of the scheme, may, it is conceived, on its ultimate failure have an action of assumpsit against the projectors to recover his money. So if after a scheme is fairly started, a party is entrapped by the fraud and artifice of any holder of shares into becoming a purchaser, he may, it is conceived, as soon as he is aware of the real facts of the case, rescind the contract and maintain a like action for the purchase-money, if it is not restored to him. II. Of Remedies in Equity. 595. Individual shareholders may, on their own behalf and in support of their separate rights, sue other shareholders against whom they can establish a liability on the ground of a fraudulent dealing with their interests or otherwise. (s) 596. And generally where there are parties among the shareholders having conflicting interests in a particular subject-matter, and relief is sought in regard to those interests, without reference to or in (s) Stainbank v. Fernley, 9 Sim. 556; Mare v. Malachi, 1 My. & Cr. 559. volving the general interests of the company, the shareholders on the one side may, it is conceived, file their bill against those on the other for the due adjustment of those interests; or in case of the supporters of either interest being too numerous to be made parties, then some one or more of them may be made parties to the suit as representatives of the others. (t) 597. And where a company is in such a state of disorganization as virtually amounts to a dissolution, and consequently is incapable of obtaining redress in its corporate character for any injury to its corporate rights, it may be competent for individual shareholders to sue in their private capacities on behalf of the company. (u) But to sustain such a suit, the possibility of the company obtaining redress on its own behalf must be excluded by the allegations of the bill. (u) (t) Richardson v. Hastings, 22 Law Journ. Ch. 142; S. C. 7 Beav. 323; Deeks v. Stanhope, 22 L. J. Chan. 453; Long v. Yonge, 2 Sim. 369, judgment of Vice-Chancellor. (u) Foss v. Harbottle, 2 Hare, 461. APPENDIX I. STATUTES. 1 VICT. c. 83. An Act to compel Clerks of the Peace for Counties and other Persons to take the Custody of such Documents as shall be directed to be deposited with them under the Standing Orders of either House of Parliament. [17th July, 1837.] WHEREAS the houses of parliament are in the habit of requiring that, previous to the introduction of any bill into Parliament for making certain bridges, turnpike roads, cuts, canals, reservoirs, aqueducts, waterworks, navigations, tunnels, archways, railways, piers, ports, harbours, ferries, docks, and other works, to be made under the authority of Parliament, certain maps or plans and sections, and books and writings, or extracts or copies of or from certain maps, plans or sections, books, and writings, shall be deposited in the office of the clerk of the peace for every county, riding, or division in England or Ireland, or in the office of the sheriff clerk of every county in Scotland, in which such work is proposed to be made, and also with the parish clerk of every parish in England, the schoolmaster of every parish of Scotland, or in royal burghs with the town clerk, and the postmaster of the post town in or nearest to every parish in Ireland, in which such work is intended to be made, and with other persons: And whereas it is expedient that such maps, plans, sections, books, writings, and copies or extracts of and from the same, should be received by the said clerks of the peace, sheriff clerks, parish clerks, schoolmasters, town clerks, postmasters, and other persons, and should remain in their custody for the purposes hereinafter mentioned: Be it therefore enacted by the Queen's most excel A A peace, &c. to receive the herein mentioned, and retain them for the pur poses directed by lent 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 Clerks of the same, that whenever either of the houses of parliament shall by its standing orders, already made or hereafter to documents be made, require that any such maps, plans, sections, books, or writings, or extracts or copies of the same, or any of them, shall be deposited as aforesaid, such maps, plans, sections, books, writings, copies, and extracts shall be received by and shall remain with the clerks of the peace, the standing sheriff clerks, parish clerks, schoolmasters, town clerks, orders of the postmasters, and other persons with whom the same shall be directed by such standing orders to be deposited, and they are hereby respectively directed to receive and to retain the custody of all such documents and writings so directed to be deposited with them respectively, in the manner, and for the purposes, and under the rules and regulations concerning the same respectively directed by such standing orders, and shall make such memorials and endorsements on and give such acknowledgments and receipts in respect of the same respectively as shall be thereby directed. houses of parliament. Clerks of the II. And be it further enacted, that all persons interested peace, &c. to shall have liberty to, and the said clerks of the peace, shepermit such riff clerks, parish clerks, schoolmasters, town clerks, and documents to be inspected or copied by persons interested. Clerks of the peace, &c. for every postmasters, and every of them, are and is hereby required, at all reasonable hours of the day, to permit all persons interested to inspect during a reasonable time and make extracts from or copies of the said maps, plans, sections, books, writings, extracts and copies of or from the same, so deposited with them respectively, on payment by each person to the clerk of the peace, sheriff clerk, clerk of the parish, schoolmaster, town clerk, or postmaster having the custody of any such map, plan, section, book, writing, extract, or copy, one shilling for every such inspection, and the further sum of one shilling for every hour, during which such inspection shall continue after the first hour, and after the rate of sixpence for every one hundred words copied therefrom. III. And be it further enacted, that in case any clerk of the peace, sheriff clerk, parish clerk, schoolmaster, town omission to clerk, postmaster, or other person shall in any matter or comply with thing refuse or neglect to comply with any of the provisions the provi- hereinbefore contained, every clerk of the peace, sheriff act, liable to clerk, parish clerk, schoolmaster, town clerk, postmaster, the penalty or other person shall for every such offence forfeit and pay sions of this 5 |