covenants and agreements therein before con- ment, either party might put an end to the tained on the part of the first-mentioned com- agreement by a notice. The deed then contained pany, so far as the same should be applicable, a covenant on the part of these projectors, by should be performed by the amalgamated com- which they agreed, if the two companies should panies. By an act passed within six months, be amalgamated, to pay a certain sum within the subscribers to the two projected companies three months after such amalgamation. The were incorporated in one body, and authorised deed was dated on the 16th March, 1846. The to make certain of the projected lines of railway, two companies were amalgamated in June, 1846; and it was enacted that the shareholders of each but no bill ever passed at the instance of these company should be entitled in certain rates or projectors alone. In November, 1846, these proproportions to the shares of the united com- jectors gave a notice to put an end to the agree pany-Held, that notwithstanding the bill of ment. A. declared in covenant against these the first-mentioned company did not pass, the projectors on that clause of the deed by which agreement could not be determined by a notice he was to receive a sum of money within three given by the projectors who were parties to the months after the amalgamation of the companies. agreement, or by the amalgamated body. The The defendants pleaded that their bill had never amalgamated company having then taken the passed into a law, that at the end of six months land referred to in the agreement, and paid for they had given notice to put an end to the agreeit the price thereby stipulated, and having, in a ment, but that they had not taken the plaintiff's suit in equity brought against them by the land-land-Held, that this plea was no answer to the owner, claimed the benefit of the agreement, he action. Capper v. Lindsay (Earl), 3 H. L. Cas. filed his bill for a specific performance of his 293. contract with the projectors of the first-mentioned company, and moved for an injunction to restrain the incorporated company from permitting any of their trains to pass a certain station near the road mentioned in the agreement, without stopping thereat for the accommodation of passengers, &c. -Held, that the union and incorporation of the shareholders of the two companies in one body, and the consolidation of their several shares under the act of parliament, constituted an amalgamation within the meaning of the agreement. That the amalgamated company was bound by the agreement entered into with the plaintiff by the projectors of the first-mentioned company. Lindsay (Earl) v. G. N. Ry., 10 Hare, 665; 22 L. J., Ch. 995; 17 Jur. 522; 1 W. R. 257.

Where upon an agreement for an intended railway between the proprietor of lands and the company, the latter, in consideration of withdrawing all opposition, and of the lands to be taken, and of compensation, &c., agreed to pay a certain sum in the event of the act passing, and subsequently an opposition line was formed by another company, and upon both lines being referred by the house to decide on the more preferable, the agent of the latter company undertook that the adopted line should take the engagements entered into with the landowners by the rejected line. The line of the new company being adopted and the act having passed without opposition on the part of the plaintiff, whose lands were taken nearly to the same extent by the new line:-Held, that the company were bound by the engagements of the original company with the plaintiff, and a demurrer to a bill for specific performance overruled. Stanley v. Chester and Birkenhead Ry., 9 Sim. 264; 1 Railw. Cas. 58. Affirmed, 3 Myl. & C. 773; 1 Railw. Cas. 67.

Act not Passed-Notice.]—A., a landowner, through whose estate a part of a projected railway was to pass, became a party to a deed with the projectors of the railway, by which he covenanted to withdraw his opposition to their bill, and to oppose a rival bill, and they covenanted to pay him a certain sum of money in case their bill should pass within six months from the date of the deed, or to pay him a different sum if the rival bill should pass within eighteen months of the date of the deed. It was then provided that, if the bill of the projectors should not be passed within six months from the date of the agree

The

Compulsory Powers Ceasing.]-In 1847 a railway company being desirous of making a branch line through lands of the marquis of B., in consideration of his withdrawing his opposition to their bill, by their agent E. D. entered into an arrangement, termed "heads of agreement," which referred to a map annexed, by which the company agreed to purchase certain portions of the land marked A., B., C. and D. The company was to give the following sums: as to A. 4007. an acre for land required for the railway, and an additional 1007. for making a road; as to B. 1,2507. an acre; as to C. 4007. an acre for what was required; as to D. 2507. an acre; and to pay 1,0001. for depreciation of homesteads. And the agreement contained the following clause :"The above prices refer to the quantities of land required for the railway, and to the contents of the roads and severed portions, which are respectively to be accurately measured." marquis having withdrawn his opposition, the bill passed on the 9th of July, 1847. On the 1st of September, 1847, a formal draft agreement was sent by the company to the marquis's solicitor, which endeavoured to convert the "heads of agreement" into an agreement conditional on the company requiring the lands of the marquis. A correspondence ensued of considerable length, which ended in nothing. The marquis died on the 18th of March, 1848, having appointed the plaintiffs his devisees in trust and executors. On the 14th of October, 1848, notice of the abandonment of the railway was given; but although a correspondence between the parties went on, the claim was not filed until the 18th of June, 1850, and was not brought to a hearing until the 21st of February, 1852. The compulsory powers of the company ceased on the 9th of July, 1850, but the time to complete the construction of the railway was extendible to the 9th of July, 1852 :-Held, that it was not a case for specific performance, and that the plaintiff should be left to his legal remedy, the defendants entering into certain undertakings necessary for the trial at law. Stuart v. L. & N. W. Ry., 1 De G. M. & G. 721 ; 21 L. J., Ch. 450; 16 Jur. 531.

Restoration of Surface.]-Lessees of premises, occupied by them as a ropery, agreed to withdraw their opposition to a bill in parliament for a railway which would intersect the ropery. The

agreement, among other stipulations, provided | that the railway should be so constructed as that when finished the level of the ropery should not be altered, nor the surface of the ropery be in the least respect diminished:-Held, that the railway company were bound to restore the surface so as to be available for all purposes to which it might have been applied before the construction of the railway, and not for the purposes of a ropery only. Harby v. East and West India Docks Ry., 1 De G. M. & G. 290.

Promoting Bills-Injunction.]-A court of equity will not, at the instance of a shareholder, restrain a joint-stock company, incorporated by acts of parliament, which prescribe its constitution and objects, from applying in its corporate capacity to parliament, and from using its corporate seal and resources to obtain the sanction of the legislature to the remodelling of its constitution, or to a material alteration and extension of its object and powers. Ware v. Grand Junction Water Co., 2 Russ. & M. 470.

An injunction to restrain the Grand Junction Waterworks Company from applying to parliament for an act authorising the company to procure its supply of water by means of an aqueduct from the river Colne, instead of the Thames, as authorised by the existing acts under which it was incorporated, was refused.

Ib.

On Abandonment.]-The promoters of an act for making a railway entered into a contract with a landowner, which was afterwards confirmed by the company, whereby, after agreeing, in the first nine clauses, to do or abstain from doing certain things which had sole reference to the completion of the railway, by the tenth they Commissioners under a local act of parliament, agreed to pay the landowner a sum of 4,500l. as purchase-money for the lands to be taken by the object of which was to supply the town of the company for the formation of the railway, S. with water, were empowered to raise funds not exceeding eight acres, and for consequential by assessment, to be applied in certain specified damages to the property, and in consideration of ways, having immediate reference to the purthis contract the landowner withdrew his opposi- poses of the act, and in otherwise carrying the tion to the bill :-Held, that on the abandon-act into execution :-Held, that although the ment of the railway by the company, after the passing of the act, a court of equity ought not to compel the company specifically to perform the agreement, and that the landowner ought to be left to his remedy at law to obtain damages. Webb v. Direct London and Portsmouth Ry, 1 De G. M. & G. 521; 21 L. J., Ch. 337; 16 Jur.

323.

2. OPPOSING AND PROMOTING BILLS.

Opposing Bills-Injunction.]-Under an act of parliament, by which the conservators of river banks were empowered to apply the funds under their control (which were raised by a rate upon the proprietors of adjacent lands) in doing, constructing, and executing all such works, acts, matters, and things, as they should, from time to time, deem necessary, proper, and expedient for putting the banks into and maintaining the same in a state of permanent stability :-Held, that they were authorised to apply a portion of the fund in watching, and, if necessary, opposing, a bill in parliament for a project lower down the river, which was likely to be injurious to the banks under their superintendence. Brighton v. North, 2 Ph. 216; 16 L. J., Ch. 255.

The guardian of an infant, whose lands were intersected by railways and waggon ways, from which he received a considerable rental, obtained an order on petition, allowing him to oppose a projected company's bill in parliament, without a clause for compensation, in case of taking any of his lands, for loss or diminution in profits, by the transfer of the traffic to the company's railway. Monypenny v. Monypenny, 4 Railw. Cas. 226.

Semble, where the right of a party to petition parliament against a bill pending there depends solely upon his having some private interest which is likely to be affected by it, this court has the same jurisdiction to restrain him by injunction from so petitioning as it would have to restrain him from bringing an action at law or asserting any other right connected with such interest. Stockton and Hartlepool Ry. v. Leeds and Thirsk Ry., 2 Ph. 666; 5 Railw. Cas. 695; 12 Jur. 735.

commissioners might have properly applied the funds raised in resisting a proceeding in parlia ment prejudicial to the object of the act; yet they were not justified in applying them to defray the expense of obtaining another act of parliament, giving more extensive powers for carrying out the object of the existing act. Att.-Gen. v. Andrews, 2 Macn. & G. 225; 2 H. & Tw. 431; 20 L. J., Ch. 467; 14 Jur. 905,

A railway company, on the terms of being permitted to proceed with certain works, pending a trial at law of the question, whether such works were in conformity with the directions of an act of parliament, undertook to deal with the works as the court of chancery should afterwards direct. Before the trial had taken place, the company, without notice to the other parties in the cause, petitioned the house of commons for leave to bring in a bill, one of the clauses of which proposed to provide that, in all proceedings at law and in equity, the works which had been done should be considered as a compliance with the act of parliament, and that there should be no power at law or in equity to compel the removal thereof. The petition was received, and the bill containing such clause was introduced into the house of commons :-) :-Held, that, although the conduct of the company was a violation of the undertaking entered into by them, the court had no jurisdiction to restrain them from further soliciting the bill, which, having been entertained by the house of commons, had become the proceeding of the legislature, and not of the petitioners. Att.-Gen. v. Manchester and Leeds Ry., 1 Railw. Cas. 436.

Applications to parliament on public and on private grounds distinguished; the latter may, in a proper case, be restrained; the former cannot, in any case, be restrained by injunction. Lancaster and Carlisle Ry. v. L. & N. W. Ry., 2 Kay & J. 293; 25 L. J., Ch. 223; 4 W. R. 220.

The court has undoubted jurisdiction to prevent the breach of an agreement not to apply for an act of parliament, but where the agree ment was not to apply to parliament for a measure affecting the public benefit, the court declined to interfere. Ib.

The defendants (a railway company) agreed

with the plaintiffs (also a railway company) not granted to restrain the company from acting to apply to parliament to make any line, or on the resolution, for that the court will not in branch line, connecting the defendants' with general restrain parties from applying to the the plaintiffs' railway, except a certain main legislature, whether of this or of a foreign line and branches, and certain deviations, for country. Bill v. Sierra Nevada Lake Water which application had been made to parliament Co., 1 De G. F. & J. 177; 29 L. J., Ch. 176; 6 by the defendants. And, in consideration of Jur. (N.s.) 184; 1 L. T. 256; 8 W. R. 205. the premises, the plaintiffs, who had previously The court has undoubted jurisdiction to reopposed, agreed to support the defendants' appli- strain by injunction an application to parliacation, and, if required, to petition parliament ment, but it is extremely difficult to conceive in its favour. The plaintiffs performed their any case in which it would be proper to exercise part of the agreement, and the defendants ob- that jurisdiction. Steele v. North Metropolitan tained their act. The court refused to restrain Ry., 36 L. J., Ch. 540; L. R. 2 Ch. 237; 16 the defendants from applying to parliament for L. T. 192; 15 W. R. 597. power to make a further deviation, on the ground that the bill, if passed, would be passed on public grounds, which this court could not try, and with full knowledge of the agreement; while, if rejected, the inconvenience of opposing the bill would be compensated in damages for a breach of the agreement, assuming the agreement to be legal. Ib.

Although there is no doubt that the court of chancery, by virtue of its jurisdiction in personam, has power to restrain an improper application to parliament for a private act, yet it is difficult to conceive a case in which it would be right for the court to exercise that power. Hartridge, Ex parte, L. C. & D. Ry., In re, L. R. | 5 Ch. 671; 20 L. T. 718; 17 W. R. 946.

Where directors (appointed under the provisions of a special act) of a company had been restrained from further promoting a bill in parliament, for referring the affairs of the company to arbitration, which had been passed by the house of commons, and read a first time by the house of lords, having been, before it was introduced into the house of commons, approved by general meeting of the shareholders and mortgagees of the company, though very much altered in its progress through the house of commons; on appeal the injunction was dissolved. Ib.

A railway company, in consideration of a landowner withdrawing his opposition, agreed to purchase his land at a stipulated price, and the agreement was confirmed by and embodied in an act of parliament. The company, being afterwards desirous of abandoning their line, gave notice to the landowner of their intention to apply to parliament for an act repealing the section of the previous act which confirmed the agreement. The court refused, at the instigation of the landowner, to interfere by injunction to restrain the application. Ib.

Company acting ultra vires.]-A corporate body, constituted for the improvement of the district under their control, by resolutions promoted a bill for the annexation of an adjoining district to their township, and caused the corporate seal to be affixed to a resolution for that purpose, which was ultra vires. The court granted an interlocutory injunction pending the hearing of the cause, to restrain them as such corporate body from promoting the bill, and from using the corporate seal for that purpose. Att.-Gen. (Ireland) v. Rathmines and Rathgar Commissioners, 5 L. R. Ir. 114.

Applying Money to Promotion of.]-By an act, commissioners were incorporated, and a Although the court will in a proper case district was defined; and the commissioners were exercise its jurisdiction by injunction, touching empowered to cause to be paved, drained and proceedings in parliament for a private bill, or a otherwise improved the town and township combill respecting property, yet it has no power to prised in the district, and to be the surveyors of interfere to deprive a party of the right of apply-highways within the same, and keep the same in ing to parliament for a special law to supersede repair; to "do all acts, matters and things for the rules of property by which he finds himself promoting the health, comfort and convenience bound, whether arising from contract or other- of the inhabitants" of the district, which they wise. A party agreed with a railway company might deem or consider necessary, and for that to withdraw his opposition to their bill in parlia-purpose to exercise all the powers vested in them ment, in consideration of their completing their by the act and the acts incorporated therewith, line in a particular manner. The company find- amongst which were the Companies Clauses Act ing themselves unable to carry out their contract and parts of the Towns Improvement Clauses gave notice of an intention to apply to parliament for authority to abandon their scheme. An injunction granted at the suit of the party with whom the company had contracted, restraining the company from making the application was dissolved. Heathcote v. North Staffordshire Ry., 2 Macn. & G. 100; 2 H. & Tw. 382; 6 Railw. Cas. 358; 14 Jur. 859.

A company was formed in California for purposes connected with land in that country, but nearly all the shareholders were resident in England. A resolution was passed at a meeting of English shareholders, authorising the trustees to take steps for increasing the preference shares to an extent not allowed by the existing constitution of the company. There was no intention to create preference shares, except with the sanction of the Californian legislature:Held, that an injunction ought not to be

VOL. X.

Act, 1847. The court granted an injunction to restrain the commissioners from applying any moneys produced by rates towards the promotion of a bill in parliament, the object of which was to obtain an extension of their district. Att.Gen. v. West Hartlepool Improvement Commissioners, 39 L. J., Ch. 624; L. R. 10 Eq. 152; 22 L. T. 510; 18 W. R. 685.

Sanction of Court-Committee of Bondholders.]-In an action by some mortgage bondholders on behalf of the whole body, against a body of trustees for the purpose of realising their security, a receiver was appointed and put in possession of the mortgaged property. The defendants promoted a bill in parliament, the effect of which, if it became law, would be to alter the contract between them and the bondholders. Leave was then obtained from the

10

court for a committee appointed at a meeting of the bondholders to oppose the bill, the costs of the opposition to be paid out of the money in the hands of the receiver. It being found necessary to put the amendments proposed in the form of a bill, the court gave leave to a representative committee of the bondholders to promote a bill, and ordered the costs to be paid out of the property of the bondholders comprised in the mortgage. On appeal, the court expressed doubts as to the jurisdiction to make the order appealed from, but, by consent, made an order by which they discharged the order of the court below, and, without saying anything in sanction of the proposed bill, gave liberty to the representative committee to promote a bill carrying into effect certain terms, the costs of promoting the bill and of the application in both courts to be reserved. Buckingham v. Whitehaven Trustees, 55 L. T. 694-C. A.

3. PRACTICE IN COMMITTEE. Insertion of Clauses.]-The practice of the committees of the houses of parliament in not insisting on the insertion of special clauses in bills, at the instance of persons alleging grounds for their introduction, if agreements have been entered into between the promoters and the persons asking for the special clauses, whereby the promoters engage that the company when incorporated shall give to the persons asking for the insertion of the special clauses the same benefit as if such clauses were introduced into the bill, observed upon. Caledonian and Dumbartonshire Junction Ry. v. Helensburgh Magistrates, 2 Macq. H. L. 391; 2 Jur. (N.S.) 695; 4 W. R. 671.

precedent :-Held, that the moment the costs were taxed, in pursuance of the report, a debt from the defendants to the plaintiffs was created: that it was not necessary to aver a demand, in pleading the debt as a set-off; and that, even if it was necessary, it was sufficiently averred in the allegation of performance of conditions precedent; that the plea implied averred all the matters necessary to sustain it, such as the unanimity of the report of the committee, and that the certificate was conclusive evidence of the defendant's right to recover the amount named in it. Newry and Armagh Ry. v. Ulster Ry., Ir. R. 4 C. L. 62.

Opposing Bill-Allowance by Auditor out of Poor Rate.]-The overseers of a parish are entitled to defray out of the poor rate such reasonable and moderate expenses as have been incurred by them at the request of the vestry in resisting an attempt by private individuals to impose an extra burden on the poor rate by means of a bill in parliament proposing to give power to charge the poor rate with the payment of interest on the share-capital of the undertaking. Reg. v. Sibly, Reg. v. White, 54 L. J., M. C. 23; 14 Q. B. D. 358; 52 L. T. 116; 33 W. R. 248; 49 J. P. 294—C. A.

Vexatious Opposition-Summary Procedure to enforce Payment.]—Under the provisions of the Act 28 & 29 Vict. c. 27, for the summary recovery by an action of debt of the costs of vexatious opposition to a bill in parliament, the plaintiff on filing the documents mentioned in s. 5 of the act, is, unless the defendant has obtained leave from the court to deliver a defence to the action. entitled as a matter of right to sign judgment for the amount certified by the parliamentary taxing officer to be due to him, but the defendant can, after judgment is signed, move to set it aside, on the ground that the parliamentary committee, which reported that the opposition to the bill was vexatious had no jurisdiction in the particular case. The defendant cannot deliver a defence to the action without the leave of the court. Semble (Lopes, L. J., doubting). that leave to deliver a defence on the ground that the committee had no jurisdiction may be given before judgment is signed. The defendants to such an action having, without first obtaining the leave of the court, delivered a defence Divorce Bills-Practice on.]--See HUSBAND denying the jurisdiction of the parliamentary AND WIFE. committee: Held, that judgment must be signed for the amount claimed, but that it would still be open to the defendants to move to set aside the judgment. Mallet v. Hanly, 56 LJ.. Q. B. 136; 18 Q. B. D. 303; 57 L. T. 913; 35 W. R. 201; 51 J. P. 692—C. A.

Making Rule as to Evidence-Effect on Committee of Privileges.]-When the legislature has directed that a particular rule as to evidence shall be adopted in every court of civil judicature, though these words do not include a committee of privileges, such committee will, if the rule itself is convenient, adopt and act upon it. The 17 & 18 Vict. c. 125, s. 27, which permits in all courts of civil jurisdiction, comparison of handwriting, as a means of evidence, was therefore adopted by the committee. Shrewsbury Peerage, 7 H. L. Cas. 1.

4. COSTS.

Promoting Bill-Rural Sanitary Authority.] -A rural sanitary authority has no power to charge the rates with the expenses of promoting a bill in parliament. Cleverton v. St. German's Union, 56 L. J., Q. B. 83.

Right to Recover-Vexatious Proceeding.]-To an action for a debt, the defendants pleaded as a set-off that the plaintiffs were the promoters of a private bill within 28 & 29 Vict. c. 27; that the defendants were petitioners against the bill before a committee of the house of lords; that the committee decided that the preamble of the bill was not proved; that the defendants were vexatiously subjected to expense in defending their rights proposed to be interfered with by the bill, and awarded costs, and that the taxing-officer duly delivered a certificate, and averred generally performance of conditions

Since the Judicature Act a statement of claim is to be used by the plaintiff in place of the declaration referred to in s. 5 of the act. Ib.

Petitioner to pay Costs-Against whom Order may be made.]-A bill, promoted by the plaintiff, being before a parliamentary com mittee, a petition was presented against it in the name and under the seal of a company of which the defendants were directors. The committee reported that the promoter had been vexatiously subjected to expense on the promotion of the bill by the opposition of the defendants, petitioners against the bill, and that the promoter was entitled to recover a portion of his costs from the defendants. The bill of