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fit of the company as such, unless it appear that the latter contracted to be paid out of some particular fund, and not to look to the committee for payment. (g) Or if a person render services to a provisional company in expectation of being elected to some office under the company, he cannot recover for such services, though the scheme eventually comes to nothing, as he cannot convert what was merely anticipatory into a money contract. So if a party agree to render certain services to a projected railway company at a stipulated price, and to look for payment for any thing beyond to the company when it is established, he cannot recover against his employers any thing beyond that price. (h) In like manner, where it appears that the party seeking to charge the directors was originally employed, not

(g) Kerridge v. Hessey, 9 C. & P. 200; Moneypenny v. Hartland, 1 C. & P. 352. This principle of the liability of the managers seems now completely admitted; so much so, that in an action against the projectors of an intended company, tried at the Sittings after Michaelmas Term, 1844, the defendants made no attempt to dispute their liability generally, but paid money into court, and rested their defence on the sufficiency of the sum so paid in to meet the plaintiff's claim. See also Rastrick v. Lambert, MS. Ca. App. post; Vignoles v. Lefroy, MS. Ca. ibid. The effect of the statute (7 & 8 Vict. c. 110), it may be proper to remark, on the liabilities of provisional committee-men, would seem to be, not to do away with any prior media of proof on this point, but merely to furnish in the registry clear and unequivocal evidence as to who are committeeA party therefore who expressly or impliedly authorizes the use of his name as a provisional committee-man, cannot afterwards get rid of the liabilities incidental thereto simply by refusing to sign the written consent, &c. which is necessary to enable the company to register him as such.


(h) So ruled in Tottie v. Allen, London Special Jury, 1844.

by the directors, but by some third party who called into existence the directors, it becomes a question for the jury whether the credit was not rather given to such third party than to the directors. (¿) And if a party can be shown to have been actively concerned in the formation of a company, and to have called into existence the very directors whom he seeks to charge, that renders it more probable that some special agreement existed between the parties. (j)

52. Where a new member is introduced into the directory, he is not, as a matter of course, liable on contracts concluded by the old members before his entry upon the office; though, if he can be shown to have adopted such contracts, that may make him liable. (k)

53. But to charge a party as a manager, there must be some evidence of his having acted as such, or at any rate assented to become such. (1) It is not enough, therefore, to render a party liable as a manager simply to show that he on one occasion expressed his willingness to become a director in case the scheme could be carried out, and that his name appeared in a prospectus printed for private circulation, without any thing to connect the party with that prospectus. (m) Neither can a plaintiff recover for claims prior to the period at which he can prove the defendant to have acted as a director. (n)

(i) Stephenson v. Rudge, MS. Ca. App. post. (j) Beetham v. Cook, MS. Ca. App. post.

(k) Kerridge v. Hessey, ubi supra.

(1) Proof of his being registered as such would of course be sufficient. See ante, n. (g), p. 54.

(m) Simon v. Fector, MS. Ca. post, App.

(n) Elkinton v. Fergusson, Warwick Summer Assizes, 1841.

54. A party who is once proved to have acted as a committee-man is not released from the liabilities incidental to that character, because he subsequently declines to take shares (o) in the company, or because he ceases to act as a member of the committee. (p) To effect this he must take the necessary steps to divest himself of his character of director, (q) as till then he is in the like situation with the member of a firm, who, after he has seceded from the firm, still allows his name to remain exposed over the shop door. (r) And even this may be insufficient where, by virtue of express agreement, or by the course of their mutual dealing, an actual partnership has been created between himself and the other members of the committee; (s) but he must still further procure the assent of those members to his withdrawal. A party's withdrawal from the committee cannot, it should seem, operate to terminate his character as a subscriber, or consequently to relieve him from the liabilities incidental thereto.

55. Next, as to the liability of the general body of the subscribers. Although the subscribers are inter se partners, yet (looking at the terms upon which they become such, and the general character of the partnership,) it would not seem that, by simply (0) Vignoles v. Lefroy, MS. Ca. post, App.

(p) Doubleday v. Musket, 7 Bing. 110.

(9) Semble, by removing his name from the list, and advertising his retirement in the Gazette, and giving express notice to the parties with whom the company have been in the habit of dealing.

(r) Judgment of Tindal, C. J. in Doubleday v. Muskett, ubi


(s) See Lewis on Liability of Subscribers, &c. p. 16.

acceding thereto, a subscriber must necessarily be taken to authorise the managing body to pledge his individual credit in their dealings with third parties. It may be questioned, therefore, whether a subscriber, as such, can be made liable for the contracts or dealings of the directors. But if a subscriber, in point of fact, interfere (t) in the management of the concern, or hold himself out as giving an order, he then becomes liable. (u)

56. There is one particular class of engagements (x) that the provisional committee often find. themselves called on to conclude either before or in the course of their bill passing through the houses of parliament, and which, therefore, seems to require special mention in this place, viz. contracts for the withdrawal of opposition in parliament to the passing of the bill. In treating of this class of contracts, the main question to be considered is their validity; in other respects, viz. as respects their general requisites, the laws of construction, and the incidents attaching on them, they would seem to stand on much the same footing as any other description of contracts. The question thus proposed for consideration may be regarded under three points of view, as respects, 1st, The validity of such contracts generally; 2nd, The character of the persons with

(t) As to what is such an interference as to have this effect, see Harrison v. Heathorn, 6 M. & Gr. 81; Wood v. Duke of Argyle, 22 L. J. C. P. 96, S. C. 6 M. & Gr. 928; Steigenberger v. Carr, 3 M. & Gr. 191; Dickenson v. Valpy, 10 B. & C. 128; Lake v. Duke of Argyle, 23 L. J. Q. B. 73.

(u) Bell v. Francis, 9 C. & P. 66.

(1) See further as to such agreements, post, cap. 3.

whom they are concluded; 3rd, The objects that they may lawfully be made to embrace.

57. 1st. Then it is clear that the withdrawal of opposition in parliament is a good consideration for a contract; (y) every landowner has a right, when his property is threatened to be taken for the purposes of a railway, to make the best bargain that he can for the sale of his land, or for compensation for injuries to it; and there is not in such a case any common obligation on the various owners of property along the line of the intended railway to place themselves on the same footing in regard of the projectors. (2) And however large the price at which the projectors choose to buy off the party's opposition, however disproportionate to the value of the property or their own means, it constitutes no objection per se to the contract. (a)

58. 2nd. A party is not precluded from bargaining for the preservation of his property simply because he is a peer or member of parliament, otherwise he would be placed in a worse condition than any private individual. Unquestionably if it were made part of the agreement with a person so circumstanced, that he should either give or withhold his vote for or against a particular measure, this would render the bargain corrupt and illegal, and consequently void; illegality, however, is not to be

(y) Vauxhall Bridge Company v. Earl Spencer, 2 Mad. 356; S. C. Jac. 64.

(:) Lord Howden v. Simpson, 10 A. & E. 793; S. C. affirmed on appeal to House of Lords, 3 R. Cas. 294; Lord Fetre v. Eastern Counties Railway Company, 1 R. Cas. 462.

(a) Lord Petre v. Eastern Counties Railway Company, ubi


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