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ON THE

RIGHT OF A JOINT-STOCK COMPANY TO APPLY TO PARLIAMENT

FOR A FURTHER ACT.

Mr. Gow, in his Treatise on Partnership, lays it down that in a partnership "each partner has the power of insisting that the original contract of partnership shall not be contravened by an extension of its purposes, and he is not deprived of that power, notwithstanding the other partners offer to indemnify him against the loss that may be sustained by embarking in transactions which were not, in the first instance, intended to form a partnership concern; for whilst the partnership continues, the right of a partner is to hold his co-partners to the specified purposes of their association, and not to rest upon indemnities, with respect to what he has not contracted to engage in" (p. 7); and, in a subsequent page (p. 81), he says, "Where some members of a partnership or company seek to embark one of their body in a business which was not originally part of the partnership concern, and they are unable to shew that such partner, either expressly or tacitly, acquiesced in the proposed extension of the concern, a Court of Equity would, it is apprehended, restrain them from proceeding in the execution of their intention, without dissolving the partnership or company;" and for both of these propositions he cites Nautsch v. Irving, which is reported at length in his Appendix. But although these rules are correct, so far as they apply to private partnerships, yet they would seem not to be so with respect to companies, so far at any VOL. XIV.-NO. 401.

rate as an application to Parliament for an extension of their powers is concerned.

Thus where persons were authorized by act of parliament to cut a canal, and required to appropriate certain sums for the construction and maintenance of works to protect a harbour in which the canal was intended to terminate, and an injunction was applied for to restrain them from cutting through their own lands at a distance from the harbour, in the event of a present insufficiency of funds for the completion of the undertaking, pending an application to Parliament for further powers to levy money, it was refused by Lord Eldon, C.

Where, however, the application to Parliament has for its object an entire change of the purposes for which the company was established, perhaps a Court of Equity would interfere. As when a bill was filed by the plaintiff (a shareholder suing only on his own behalf) against a company which was incorporated by a local act of parliament, to restrain the company by injunction from affixing the corporate seal to a petition to Parliament for an act to convert a portion of the canal into a railroad, and from applying any of the corporate funds to the proposed object, Sir L. Shadwell, V. C., offered to give the defendants time to answer the affidavits, on condition that they would take no steps in the meantime. The counsel for the company rejected the offer, and contended that there was no equity for such relief as the bill prayed. His Honour, however, expressed a contrary opinion, and granted the injunction. The company, the reporters add, had not time to ap

a Mayor of Lynn v. Pemberton, 1 Swanst., 244.

F

74 On the Right of a Joint-stock Company to apply to Parliament for a further Act.

peal, without running the hazard of losing | body for the old. I can see nothing in the na

the parliamentary session, and they therefore came to a compromise with the plaintiff, who thereupon abandoned the suit. A few days afterwards a bill was filed by one Maudsley, against the same company, and for a similar object. The defendants filed a demurrer, which the Vice Chancellor over

ruled. The company then put in an answer, and the cause was subsequently heard on the merits, and the suit dismissed with

costs.a

ture of a corporate body of this description, to prevent that body from so dealing with itself, of its constitution. A corporation may apply and asking for such an extension or variation to the crown for a new charter; and the new charter, when accepted, binds the corporation, and gives it a new existence. And why may not such a body as this, in like manner, apply of its powers? It was said that if corporate to Parliament for an alteration and extension bodies of this description are allowed to make such an application, those who rely on that constitution are deceived, because they come in upon the faith and footing of its being a

But the main question has been fully discussed in a case just reported, although de-partnership of a certain kind, and now it is cided by Lord Brougham, C., in 1831. In sought to be materially altered. But are not this caseb an injunction was applied for to a man's eyes open to the fate that attends him restrain the Grand Junction Water Works when he enters into a partnership with a body of this kind? Does he not know that he is Company, from applying to Parliament for liable to this contingency, and either that the an act authorising the company to procure company ought to have the power of obtaining its supply of water, by means of an aqueduct an alteration in its constitution, or that he from the river Colne, instead of the Thames, ought to come in as a member of it under ceras authorised by the existing acts under tain conditions and restrictions? All the arwhich it was incorporated. The injunction guments used here touching the great change was refused, and the whole of the judgment change is as great as if, instead of a canal, to be effected by the new project that the of Lord Brougham is well worthy of atten- there was to be an application to convey by tion. We shall extract a portion of it, in steam upon a railroad-that it is likely to ruin which it will be seen that this important the proprietors, and the like-are still open to point is fully met and disposed of. the plaintiff before a committee of the House of Commons, or House of Lords. There is not a single individual, who fancies himself aggrieved by the proceedings, who may not apply in person before that tribunal, and by his agents, counsel, and witnesses, oppose the passing of the bill into a law. Is not that the old, regular, and constitutional mode? and is ceeding? If this application is listened to, not this a new and an irregular mode of proevery time a new act of parliament is applied for by a body consisting, like this water company, of 600 or 700 proprietors, if a single member chooses to differ from the rest and, vention of Parliament would, in most cases, be indeed, but for that very difference the interunnecessary), before the corporate seal can be carried to Westminster at the foot of a petition by the company, praying for an extension of its powers, the matter must first be discussed here upon an injunction bill; and if it survives the injunction bill, then, and not till then, will it come to its proper tribunal. I, for one, am not prepared to open this door to litigation. that, by refusing this motion, I shall overturn There never was so wild a dream as to imagine a decision of Lord Eldon's in Natusch v. Ireing. 1 am rather, in fact, affirming that deci sion; but if 1 upheld the whole of this injunetion, I should be going against the principle of the case of The Mayor of Lynn v. Pemberton, 1 Swanst. 244. The language of Lord Eldon's judgment in the latter case, plainly shews that he could not have done what he is represented as having done in Natusch v. Irving. It is said that this is an attempt on the part of the com pany to do acts which they are not empowered to do by the acts of parliament. So far I re

"It is quite idle to represent this, as was at first sought to be done, as an attempt to restrain by injunction the proceedings of the High Court of Parliament. This is no injunction to restrain any proceedings of Parliament, or to restrain any parties who may be called upon by the authority of Parliament from intervening in such proceedings. It is simply an injunction to restrain a partnership now existing under a certain constitution, from doing any act in its corporate capacity, with a view to obtain a new modelling of that constitution, say an extension, or a variation, or even a total change of it. I am of opinion that the right to take proceedings in Parliament, in the way that is proposed, is incident to a corporation of this nature; at the same time fully admitting that the shareholders are certainly not entitled to do any thing which the partnership prohibits, or which those acts of parliament, which, in truth, constitute their deed of partnership, give them no authority to do. Although, therefore, I am now disposed to support the injunction as to all such acts as are not authorised by the present constitution of the company, I will not interfere to restrain the company, qué corporate body, from applying to the legislature and obtaining a change in its constitution, which will put those acts of parliament upon a different footing, by extending its powers, or by substituting a new

a Cunliff v. Manchester and Bolton Canal Company, 2 Russ. & Myln. 480.

b Ware v. Grand Junction Company, 2 Russ. & M., 470.

75

On Indicting a Person as Accessory after his Acquittal as a Principal.-New Bills. strain them by injunction from any conversion | this indictment the male prisoner pleaded or application of these funds that is not autho- his acquittal on the former indictment. To rized. But that is not what the plaintiff now this plea there was a demurrer; but it was asks; for he asks me to restrain them from held by Lord Denman, C. J., that the plea doing that, which will make what they propose of former acquittal was no bar to the present to do, a lawful act. The dealings between the parties, and the whole of the objections are indictment, and that the male prisoner must still open in the proper place. With the trif- take his trial, but reserved this point for the ling exception adverted to, therefore, the in- consideration of the twelve Judges, who, on junction must be dissolved." its being argued before them, held the conviction of the male prisoner on the second indictment to be right.

ON INDICTING A PERSON AS AC-
CESSARY AFTER HIS ACQUITTAL
AS A PRINCIPAL.

NEW BILLS IN PARLIAMENT.

HIGHWAY RATES.

The object of this bill is "to authorize the application of highway rates to turnpike roads in certain cases."

It recites that the inhabitants of parishes, townships and places in which turnpike roads are situated, were heretofore bound to maintain and keep such roads in repair, and were chargeable thereunto by the name of statute duty, or with a composition in money to be paid instead thereof and that by the 5 & 6 W. 4, c. 50, divers statutes passed in the reign of his late Majesty King George the Third relating to the performance of statute duty were repealed, with the intent that statute duty should be thereby altogether abolished: and it hath been doubted whether the provisions of the said act of his present Majesty are of force sufficient to take away the obligation to do statute labour upon turnpike roads, and it is expedient that such doubts be removed. It also recites that the revenues of some turnpike roads are so unequal to the charge and maintenance of such roads, when deprived of the aid heretofore derived from statute duty, that it is necessary that some additional provision be made for such roads for a limited period.

LORD HALE lays it down that if A. be in-
dicted as principal, and acquitted, he shall
not be indicted as accessory before, and if
he be, he may plead his former acquittal in
bar, for it is in substance the same offence.
But he says that the ancient law was other
wise; and if he be indicted as principal and
acquitted, he may yet be indicted as acces-
sory after, for they are offences of several
natures. This doctrine, however, has been
doubted by Mr. Justice Foster, and Mr.
Serjeant Hawkins ; and in a late cased this
doubt has been supported by the fifteen
Judges. The prisoners were tried for the
murder of Edward Plant, a child of the fe-
male prisoner, by poisoning him. In some
of the counts of the indictment, both pri-
soners were charged as joint principals in
the actual murder, and in others Louisa
Plant was charged with the actual murder,
the other prisoner being charged as present,
aiding, and abetting. It appeared that the
two prisoners cohabited together, and that
both went towards a druggist's shop, when
he gave something into her hand, and she
went into the shop and bought the poison,
and, on coming out, gave something to the
male prisoner. It further appeared, that
the female prisoner, about a fortnight after
this, took the deceased up stairs, and gave
him the poison, the male prisoner being in
the back-yard of the house at the time.
Upon this indictment the female prisoner
was convicted, and the male prisoner ac-
quitted, on the ground that he was not pre-chattels.
sent with the other prisoner at the time of
the murder, and that he was on this evidence
an accessory before the fact. The prisoners
were again indicted, the female prisoner as
a principal in the murder, and the male pri-
soner as an accessory before the fact. To

a Hale's P. C. 626.

b Fost. 361.

2 Hawk. by Curw. 523.

It is therefore proposed to be declared and enacted as follows:

1. Statute duty declared not requisite on turnpike roads.

2. Justices to inquire at special sessions for highways into the revenues and condition of the repairs of turnpike roads, and, if necessary to apportion a part of highway rate to trustees of turnpike roads.

3. If surveyor refuse to pay over rate or assessment, same to be levied on his goods and

4. Power of appeal to the next general or quarter sessions.

PARLIAMENTARY ELECTORS.

THIS is a bill "to regulate the times of payment of rates and taxes by parliamentary electors, and to abolish the stamp duty on the admission of freemen."

It recites that it is expedient to make furRex v. Plant & Birchenough, 7 C. & P. 575. ther regulation as to the payment of rates and

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taxes by persons whose names have been once re- | gistered as voters in the election of members of parliament, and to abolish the stamp duty payable on the admission of freemen in boroughs returning members to parliament. It is therefore proposed to be enacted as follows:

1. Rates and taxes of persons already on the register of parliamentary electors for boroughs, need not be paid beyond the 11th day of the previous October.

2. Abolition of stamp duty on the admission of freemen.

FINAL REGISTER OF ELECTORS.

It is intended by this bill to render the register of electors final, and to amend certain provisions in the Reform of Parliament Act.

4, c. 45, s. 60, it is provided, that upon petition to the House of Commons, complaining of an undue election or return of any member or members to serve in parliament, any petitioner, or any person defending such election or return, shall be at liberty to impeach the correctness of the register of voters in force at the time of such election, by proving that in consequence of the decision of the barrister who shall have revised the lists of voters from which such register shall have been formed, the name of any person who voted at such election was improperly inserted or retained in such register, or the name of any person who tendered his vote at such election improperly omitted from such register; and the select committee appointed for the trial of such petition shall alter the poll taken at such election according to the truth of the case, and shall report their determination thereupon to the House; and the House shall thereupon carry such determination into effect, and the return shall be amended, or the election declared void, as the case may be, and the register corrected accordingly, or such other order shall be made, as to the House shall seem proper; and doubts have arisen as to the true intent and meaning of the enactment with respect to the power and autho

The preamble states that it is expedient that every person whose name shall appear on the register of electors in force for the time being, according to the provisions of the 2 W. 4, c. 45, shall have the right of voting at any contested election of a member to serve in parliament for any county or borough, notwithstanding such person may have lost or changed his qualification since the period at which the register was made: and that it would tend to the saving of time and expence, if election com-rity of any such committee to inquire into the mittees of the house of commons, or other courts for the trial of disputed elections, were prevented from enquiring into the goodness or badness of any vote legally tendered, unless such vote shall have been previously objected to, or shall have been a matter of controversy before the revising barrister, by whom the register of electors in force at the time of the disputed election has been made:

This Bill also states that it is by the said recited act, among other things enacted, that the following question may be put to any voter at the time of tendering his vote: (that is to say)

"Have you the same qualification for which your name was originaly inserted in the register of voters now in force for the county of, &c. [or, for the

riding, &c. or for the city, &c., as the case may be, specifying in each case the particulars of the qualification, as described in the register"]?

and that it is expedient the aforesaid question be not put.

The proposed enactments are as follows: 1. Question in recited act repealed.

2. That at all contested elections of members to serve in parliament, every person whose name shall appear in the register of electors in force for the time being, shall have the right of voting, and it shall not be lawful for the returning officer, or any person in his behalf, to make any inquiry whatever respecting the qualification or loss of qualification of any person whose name is inserted in such register of electors; Provided always, that any other questions allowed by the said recited act, or any oath or affirmation now required by law. may still be put to the voter.

Power of Election Committees.-By the 2 W.

validity or invalidity of the vote of any person being on the register of electors in force at the time of such election; Be it therefore enacted, that such committee may inquire into and decide upon the right to vote of any person who (being upon the register of electors, or upon the list of claimants, or upon the list of expunged votes) shall have voted at such election, only in case it shall appear to the committee that such elector shall have been inserted in or rejected from such register or list by an erroneous decision of the revising barrister, after his making inquiry into such vote in open Court; and it shall not be lawful for the said committee to inquire into the goodness or badness of any vote, which shall not have previously been objected to or claimed to be good before such barrister.

4. But the committee are not to inquire into disputed votes on the ground of any legal incapacity which may have arisen subsequently to the twentieth day of July next preceding the formation of such register, or on the ground of not having, at the time of voting the same qualification for which the name was originally inserted in the register, or the same place of abode.

5. Scot and Lot.-That where any person had, at the passing of the said recited act, a right to vote in the election of a member or members for any city or borough in virtue of any other qualification than as a burgess or freeman, or as a freeman and liveryman, or in case of a city or borough being a county of itself, as a freeholder or burgage tenant, and such right was reserved by the said recited act, and under such right the payment of any rates or taxes forms a part of the qualification, it shall be sufficient if the person so retaining such rights shall have paid, on or before the

New Bills in Parliament.-Disputed Ancient Opinion.- Coroners' Expenses.

77

long to be extracted. In one of the notes of the supposed translator, it is stated that "Sir George Snigge, the learned serjeant whose opinion is therein contained, appears from the reports of that period to have been highly esteemed as a sound lawyer. He was very soon after made a Baron of the Exchequer. His construction of the statute is very opposite to what has since generally prevailed. But if it has no merit as a legal opinion on the act, taken at the time, it may, however, be perused as a literary curiosity." The editor then

twentieth day of July in every year, all the lief, the election of churchwardens, the apprenrates and taxes which shall have become pay-ticing children, farming the poor, and the conable from him previous to the sixth day of struction of the act. The opinion is far too April then preceding; and he shall thereupon be entitled to be registered as fully and effectually as if all rates and taxes had been paid up to the thirty-first day of July in every year. 6. Occupancy.-By the said recited act it was enacted, that in every city or borough which should return a member or members to serve in any future parliament, every male person of full age, and not subject to any legal incapacity, who should occupy within such city or borough, or within any place sharing in the election of such city or borough, as owner or tenant, any house, warehouse, count-states that "he has taken some pains to translate ing-house, shop or other building, being either it into a modern dialect, divested of the Law separately or jointly with any land within such French and Law-Latin quotations, and those city, borough or place, occupied therewith by quaint and obsolete phrases which constituted him as tenant under the same landlord, of the the grim-gribber of that day." clear yearly value of not less than ten pounds, Allowing for the alterations effected by the should, if duly registered according to the translation, which, it is stated, the document has provisions thereinafter contained, be entitled undergone, it is still manifest from its internal to vote in the election of a member or mem-evidence, that the composition is of a modern bers to serve in any future parliament for such date; and those who are conversant with the city or borough and doubts have arisen as to legal writings of the time, well know that the construction and meaning of certain parts nothing resembling this document, as the of the said enactment; be it therefore declared opinion of counsel, ever existed. Mr. Tooke and enacted, that the occupation of any house, | states that the paper was in the year 1804, warehouse, counting-house, shop or other build- | given to him by B. M. Forster, Esq., a very ing, jointly with any other warehouse, count- benevolent individual, connected with most of ing-house, shop or other building, or with the charitable institutions of that period. His any number or combination of such premises, shall be deemed to be within the true intent and meaning of the said enactment.

:

7. Tenement occupied with land must be of 51. clear yearly value.

8. New Shoreham electors, not assessed to land tax, may vote.

9. Joint occupiers may vote, if rent be equal to 50%.

DISPUTED ANCIENT OPINION.

OUR readers will have noticed a controversy in the newspapers,a regarding a supposed opinion of Mr. Serjeant Snigge, in the year 1604, on the 43d Elizabeth, for the relief of the poor. Having seen the disputed document in the library of the Law Institution, where it was deposited by Mr. Tooke, it may be interesting to give some account of it.

|

father was Edward Forster, governor of the Russia Company, and his only now surviving brother is Mr. Edward Forster, a partner of Sir J. W. Lubbook. The MS. note on the paper is in the hand writing of Mr. B. M. Forster, and the fact therein mentioned of the fabrication of the document in question, was the subject of occasional conversation with him and Mr. Granville Sharp, and others at that period, in Mr. Tooke's presence, and se verely animadverted on by some, and deeply regretted by all.

The MS. note is as follows:

"Surely the society for bettering the condition of the poor have acted very improperly in suffering this fiction to be circulated with their books: falsehood should not be published as truth. How are the subscribers and public in future to know what they are to believe, and what disbelieve?"

CORONERS' EXPENSES.

To the Editor of the Legal Observer.
Sir,

It bears the signature of "G. Snigge, Whitefriars, ye. first of April, 1604;" and it is intituled "Case on the act for the relief of the poor, submitted to the opinion of Mr. Serjeant Snigge." It states that the parish of C. is very opulent and extensive, and on account of one of the greater monasteries having lately existed HAVING seen that you have directed the in the adjoining parish, has among its inhabi- attention of the Legislature to the Coroners' tants a considerable number of idle and disso- Expenses Bill, I beg to address you on the lute poor. Questions are stated as to the ap- subject of another Bill, relating to the same pointment of overseers, making the rates, the subject, which has passed the House of Commode of relief, rating the poor, the scale of re-mons, and is now before the House of Lords. It has been brought in by the Attorney and Solicitor General, "to provide for the costs of prosecutions for concealing the birth of

a See "The Times," of 19th, 20th, and 22d May.

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