D. PARLIAMENTARY AGENTS.

Lien. The lien of a parliamentary agent attaches to books and papers intrusted to him by the law clerk of the trustees of a public road to obtain a renewal of their act of parliament. Ridgway v. Lees, 25 L. J., Ch. 584.

A parliamentary agent, though nominated by the law clerk, has, in the absence of any agreement, a right to be paid his bill by the trustees directly, and not through the law clerk who nominated him. Ib.

A claim by a parliamentary agent to participate in the profits of a solicitor's bill was rejected, as no such agreement was proved to have been made. Ib.

Effect of Negligence.]-A., a parliamentary agent, sued B. for work and services, in obtaining the passing of a private act of parliament. B. pleaded that it was part of A.'s employment to prepare and submit to parliament a clause in the bill for providing for the payment of the costs of passing the bill, out of moneys to be raised in pursuance of same, and that, by reason of the carelessness, negligence, unskilfulness, and default of A., the clause was so incorrectly framed, that after the passing of the act containing such clause, it became impossible to enforce the payment of the costs in the manner thereby contemplated-Held, that the omission of A. to prepare an efficient clause for the above purpose materially affected the quality of the entire work, so as to exclude the possibility of a part performance, and consequently, that the matter of defence was a good bar to the entire action, and did not merely go in reduction of damages. Baker v. Milward, 8 Ir. Ch. R. 514.

Held, also, that the fact of the imperfect clause having received the sanction of the legislature, did not excuse the act of A. in having prepared and submitted the same for their adoption. Ib.

Right to Deposit.]-See infra.

Obtaining Special Act incorporating Company -Further Special Act after incorporation of Company.]-The special act incorporating a tramway company provided that the costs, charges, and expenses of and incident to the preparing, applying for, obtaining and passing of the act should be paid by the company. The act was obtained by a parliamentary agent, who was employed by S., a person who had taken an active part in the promotion of the company, but who was not mentioned in the bill or in the act, and who never became a member of the company. After the company was incorporated the parliamentary agent, either of his own accord or upon instructions from S., procured for the tramway company another act, which contained a similar provision as to the payment of the costs, charges, and expenses of obtaining it. The seal of the company was affixed to the petition for this second act, but without authority. The company never had any board of directors or body of shareholders capable of entering into a binding contract or of exercising any of the statutory powers, and it was ordered to be wound up shortly after the passing of the second act :-Held, that the parliamentary agent was not entitled to prove against the company in the winding-up in respect of the costs,

charges, and expenses of either of the acts. Skegness and St. Leonard's Tramways Co., la re, Hanly, Ex parte, 58 L. J., Ch. 737; 41 Ch. D. 215; 60 L. T. 406; 37 W. R. 225; 1 Meg. 127-C. A.

E. PARLIAMENTARY DEPOSITS.

From what Funds.]-It is not contrary to the policy of the 9 & 10 Vict. c. 20, providing for a deposit in respect of the estimated costs of works for which parliamentary authority is sought, to make the deposit with borrowed funds. Scott v. Oakeley, 33 L. J., Ch. 612; 10 Jur. (N.S.) 648; 10 L. T. 801; 12 W. R. 728.

The committee of a projected railway company agreed to subscribe for a certain number of shares, in order to comply with the standing orders of the house of commons, stipulating. at the same time, that in the event of the project failing, they were to receive the amount subscribed in full, without any deduction :— Held, that such agreement was a fraud on the house of commons, and therefore the stipulation for the repayment in full of the sum subscribed was void. Clements v. Bowes, 1 Eq. R. 553.

Investment of.]-Where, by the prayer of a petitioner, the required parliamentary deposit of a railway company is sought to be invested in exchequer bills, the court will give the parties liberty to lay out the same in any of the parliamentary stocks by the accountant-general, or in exchequer bills from time to time, as may be most convenient to the parties. Manchester, Huddersfield, and Great Grimsby Ry., In re, 4 Railw. Cas. 204.

In 1 & 2 Vict. c. 117, the term 66 government securities" will include new 31. 5s. per cent. bank annuities. Newport, Abergavenny, & Hereford Ry., Ex parte, 11 Jur. 160.

Exchequer bills are government securities within the meaning of 1 & 2 Vict. c. 117. S. E. Ry., Ex parte, 9 Jur. 650.

Parliamentary deposits may be invested in India Stock. Southwold Ry., In re, 45 L. J., Ch. 800; 1 Ch. D. 697; 34 L. T. 56; 24 W. R. 293.

A sum of money deposited in the Bank of England pursuant to 9 Vict. c. 20, is not cash under the control of the court within the order of the 1st of February, 1861, and can only be invested in consolidated or reduced bank annuities, or in government securities, as provided by s. 4. G. N. Ry., Ex parte, L. R. 9 Eq. 274.

An application for an order for investment of such a fund in bank stock or New East India stock (in which trustees are authorised to invest by the 30 & 31 Vict. c. 132) refused. Ib.

An application by the promoters of a new railway that the parliamentary deposit might be invested by a private broker, who offered more advantageous terms than the paymastergeneral's broker, was refused. Bolton Junction Ry., Ex parte, 24 W. R. 451. S. P., Bolton Tramways Act, In re, 34 L. T. 230.

An application by the promoters of certain new railways, that the parliamentary deposits might be invested by a private broker, who offered more advantageous terms than the paymaster-general's broker, was acceded to. West Riding and Lancashire Ry., In re, 34 L. T. 168 ; 24 W. R. 357.

Return-Parliamentary Deposits Act, 1892.]

The undertaking of a tramway company, incorporated by act of parliament, and in respect of which the necessary parliamentary deposit had been made, was abandoned, no land having been acquired or work done:-Held, that under the Parliamentary Deposits and Bonds Acts, 1892, s. 1, sub-ss. 1, 2, all the creditors of the company, including the solicitors and parliamentary agents concerned in the promotion of the bill, were entitled to payment out of the deposit in priority to the depositors; but held, that, in the particular circumstances, the company being a "paper company," neither the solicitor nor the parliamentary agent was entitled to payment of his costs out of the parliamentary deposit. Manchester Tramways Co., In re, 62 L. J., Ch. 752; [1893] 2 Ch. 638; 3 R. 533; 68 L. T. 820: 41 W. R. 631.

The court has no jurisdiction under the Parliamentary Deposits and Bonds Act, 1892, s. 1, to order a transfer of the deposit fund until the time limited for the completion of the undertaking has expired. Chambers, Ex parte, 62 L. J., Ch. 78; [1893] 1 Ch. 47; 3 R. 118; 67 L. T. 647; 41 W. R. 170.

To whom.]-An order was made by the vice-chancellor on petition for payment to certain persons of a sum of money deposited on behalf of a projected railway company, in compliance with the standing orders of the house of commons; but on a statement of circumstances rendering it improper that such payment should be made, an injunction to restrain the parties from receiving the sum deposited was granted by vice-chancellor, notwithstanding the order. Castendieck v. De Burgh, 4 Railw. Cas. 386.

Five of the directors of a projected railway company by petition prayed the payment out of court of a large sum standing in their names in the Bank of England, which had been paid in by them, in compliance with two standing orders, to two bankers and the gentlemen (not petitioners). The order was made. Boston and Sheffield Ry., Ex parte, 4 Railw. Cas. 230.

An injunction had been obtained, restraining the members of the managing committee of a railway company from obtaining payment of the deposit out of court, on account of alleged misconduct on the part of the company. It afterwards appeared that the deposit had been paid out of a fund which was the joint property of that railway company and of two others which had been amalgamated with it. The injunction was dissolved as to a part of the deposit, proportionate to that part of the fund which was the property of the other companies. Goodman v. De Beauvoir, 10 Jur. 938.

A railway company (whose bill at the close of

Injunction granted to restrain the payment out of court to the directors of a railway company of the parliamentary deposit. Gilbert v. Cooper, 4 Railw. Cas. 396; 10 Jur. 580; Lewis v. Cooper, 4 Railw. Cas. 413; 10 Jur. 602.

Committeemen of a provisionally registered railway company entered into an agreement with two incorporated canal companies for the purchase of the canals by the railway company, in the event of power being obtained from parliament for that purpose, with a proviso that the committeemen should provide out of their own moneys a deposit, which was to be forfeited if no act should be obtained. The deposit was paid by a cheque headed with the name of the railway company, signed by three committeemen, and countersigned by the secretary. It was paid by means of a credit transferred to the account of the railway company from that of another provisionally registered railway company, by some of the committeemen who were directors of both. This transaction was not within their powers in either capacity, but the money was subsequently repaid to the latter railway company out of the funds of the former. No act was obtained, the first-mentioned railway company was dissolved, and was ordered to be wound up :-Held, that notwithstanding the unauthorised transfer of credit, the deposit was trust money of the first-mentioned railway company, as between its subscribers and the canal companies: also, that the form of the cheque, and the circumstances under which it was received, affected the canal companies with notice of the trust; and held, that a suit sanctioned by the master under the Winding-up Act, by one of the subscribers to the firstmentioned railway company, on behalf of himself and the other subscribers, except those who were defendants, against the canal companies, the committeemen, and the official manager of the railway company for the recovery of the deposit, was properly constituted. Bryson v. Warwick and Birmingham Canal Co., 4 De G. M. & G. 711; 23 L. J., Ch. 133; 18 Jur. 47; 2 Eq. R. 29; 2 W. R. 151.

Authority to Receive.]—A petition for payment of the parliamentary deposit to the solicitor of a railway company, if sealed with the common seal, is sufficient authority, and a power of attorney is unnecessary. But the court will not act upon any other documents, not being part of the petition, although sealed with such common seal. Dartmouth and Torbay Ry., In re, 9 W. R. 609.

Bill withdrawn.]—Where a bill is introduced into parliament for the construction of several railways, and the money is paid into court under the standing orders of parliament, and afterwards the bill is withdrawn as to some of the railways, the court will not order a pro

portioned part of the fund in respect of the abandoned railways to be paid out to the promoters, as such withdrawal is not within the meaning of s. 5 of the 9 & 10 Vict. c. 20. Aberystwith Ry., In re, 30 L. J., Ch. 674; 7 Jur. (N.S.) 510, 564; 4 L. T. 537-L.JJ.

A certificate of the withdrawal of a railway bill, signed by the deputy speaker, is sufficient to warrant the court in making an order for the return of a parliamentary deposit, though there is no evidence that the certificate is signed during the illness of the speaker. Stockbridge Ry., Ex parte, L. R. 2 Eq. 364; 12 Jur. (N.s.) 465; 14 W. R. 826.

The court will, for this purpose, notice the standing orders of the house of commons. Ib.

Progress Impossible.]-The promoters of a railway company paid their deposit into court, under the Railways Construction Act, 1864, upon obtaining the usual certificate of the board of trade. The bill had passed through the house of commons, and had passed the first reading in the house of lords; but no further progress could be made, in consequence of the rules of the house requiring certain stages to be passed at an earlier period of the session :-Held, upon petition for payment of the deposit out of court, that although this case was omitted from the Railways Construction Act, the court had power to make the order. Widnes Ry., In re, 42 L. J., Ch. 352; L. R. 15 Eq. 108; 21 W. R. 241.

Application for.]-An application for payment out of a parliamentary deposit not previously payable is long vacation business. Wigan Junction Ry., In re, 44 L. J., Ch. 774; L. R. 10 Ch. 541.

Who entitled to-Rights of Creditors and Promoters.]-By a private act of parliament, passed in 1879, authorising the construction of a railway, provision was made in s. 36 for the return of the parliamentary deposit to the depositors on the completion of the undertaking; and s. 37, which was in common form, enacted that if the undertaking was not completed within the prescribed period, the deposit should be applicable towards compensating landowners or other persons whose property had been interfered with by the company; and if no such compensation was payable, the deposit should be either forfeited to the crown, or, in the discretion of the chancery division, if the company were insolvent and had been ordered to be wound up or a receiver had been appointed, should be paid to such receiver or the liquidator of the company, or be otherwise applied as a part of the assets of the company for the benefit of the creditors thereof. The company having allowed their powers under this act to wholly lapse, another private act was passed in the year 1888, s. 2 of which authorised the return of the deposit fund to the depositors, subject to the provisions of s. 37 of the act of 1879, with respect to the payment of compensation to landowners, and for the protection of creditors. There was no enactment, however, directing the winding-up of the company, nor was any such order made by the court, nor had a receiver been appointed. Under an inquiry directed upon a petition by the depositors for the return of the deposit, questions arose as to the rights of claimants against the fund-Held, that the creditors of the company had no claim

against the fund. Enniskillen and Bundoran Ry., In re, 25 L. R. Ir. 472.

A railway company in 1873 obtained an act of parliament authorising them to construct a branch line, the parliamentary deposit being paid by B., who was the principal proprietor in the company, and the act containing the usual provisions for return of the deposit, if, as happened, the requirements of the act were not complied with. In 1875 a receiver of the branch undertaking was appointed, and in 1876 an act was obtained extending the time for completion of the line to May 1881. In 1880 an act was obtained for the abandonment of the undertaking providing that rights to compensation should not be affected thereby, and that, subject to such rights, and the protection of the company's creditors, the court might order the deposit money to be repaid to the persons named in the parliamentary warrant. There were no creditors' claims in respect of the branch undertaking, but the costs of the act of 1876 and the abandonment act were owing to B., who had paid them. and the general creditors of the company had large claims. On the application of B., as representing the persons named in the warrant, for the payment to him of the deposit money:Held, that the deposit money had become part of the general assets of the company, and must be applied for the benefit of the general creditors. Manchester and Milford Ry., In re, 45 L. T. 129. A private act of parliament incorporating a company provided that on non-completion of the proposed works or failure to pay up and expend on the works half the authorised capital, the parliamentary deposit should (if not required for compensation to landowners or for damage to public roads) be either forfeited to her majesty, or "in the discretion of the court, if the company is insolvent and has been ordered to be wound up or a receiver has been appointed," be wholly or in part paid to such receiver or to the liquidators of the company, or be otherwise applied as part of the assets of the company for the benefit of the creditors thereof." The works were not executed, a small portion only of the capital was paid, and the company was ordered to be wound up on the ground that it was unable to pay its debts. There were no claims for compensation :-Held, that the winding-up order was not a proof that the company was insolvent within the meaning of the act, and that the discretion to apply the deposit in payment of the company's debts would not arise until calls to the extent of the whole authorised capital still unpaid had been made upon the contributories. Bradford Tramway Co., In re 46 L. J., Ch. 89 ; 4 Ch. D. 18; 35 L. T. 827; 25 W. R. 88.

A railway company was incorporated by act of parliament in 1881, a section of which provided that if the company did not complete and open the railway before the time fixed, then the deposit money, or so much thereof as might not have been required for certain specified purposes, should be forfeited, &c., or, "in the discretion of the chancery division, if the company is insolvent, and has been ordered to be wound up. shall wholly or in part be paid or transferred to the liquidator of the company, or be otherwise applied as part of the assets of the company for the benefit of the creditors." An abandonment act was passed in 1888, which provided (inter alia) that forthwith, after the passing of the act, the company should proceed to wind up their affairs, and pay, satisfy, and discharge all their

Who Entitled to-Landowner.]-A mere notice to treat served by a railway company on landowners, and not followed up by any other action in consequence of such notice, is not an exercise of compulsory powers, although a necessary step towards the exercise of such powers; and a landowner who has received such a notice is not thereby entitled to be paid compensation out of a parliamentary deposit, in priority to other creditors, as a person "subjected to injury or loss in consequence of the compulsory powers of taking property conferred upon the company." A parliamentary deposit forms no part of the assets of the company. Guest v. Poole and Bournemouth Ry. (L. R. 5 C. P. 553) approved.

Ib.

A railway company being about to apply for an act of parliament for making an extension line, assented to F., an owner of land over which the line was intended to pass, commencing the line over his own land. F. accordingly made an embankment over his land, and was paid for the work by the company. After a considerable part of the work on F.'s land had been done, the company obtained their act giving power to construct the railway in the proposed line. The act contained a proviso that if the new line were not opened for traffic within five years the parliamentary deposit should be applied towards compensating landowners or other persons whose land had been interfered with or rendered less valuable "by the commencement, construction, or abandonment of the railway." The extension railway was not completed within five years, but no warrant of abandonment was obtained under the Railways Abandonment Act. A fresh act was passed, authorising a petition for winding up the company and the sale of, the undertaking by the official liquidator. A petition having been presented by F.'s mortgagees and the trustee in his liquidation for the application of the parliamentary deposit in compensation for the injury done to his estate by the commencement, construction, or abandonment of the works:-Held, that the undertaking was abandoned within the meaning of the act; that the words" commencement, construction, or abandonment," must be read disjunctively; that F., having commenced the works on his own land before the company had obtained their act, on the speculation that they would obtain power to construct the railway, the petitioners had no claim for compensation for injury to the estate by the commencement or construction of the

Where the act incorporating a railway company contains a clause in the usual form, that in case of the abandonment of the railway the parliamentary deposit shall be applicable towards compensating any landowners whose property may have been interfered with or rendered less valuable by the commencement, construction, or abandonment of the railway, a landowner can, as a general rule, only claim compensation on account of acts done or omitted to be done by the company under their statutory powers, and not on account of any collateral obligation entered into by the company :-But held, (dissentiente Lopes, L.J.), that where a company has entered into a collateral obligation of such a nature that the breach of the obligation is necessarily involved in the abandonment of the railway and undistinguishable from it, such as a covenant to build a station, the breach of such obligation may be taken into account in assessing the diminution of value of the land. A covenant to put up fences on the land taken by the company is not such an obligation as could form the subject of a claim for compensation out of the deposit. Ruthin Ry., In re, Hughes' trustees, Ex parte, 56 L. J., Ch. 30; 32 Ch. D. 438; 55 L. T. 237; 34 W. R. 581-C. A.

Mortgagees of a landowner may be persons entitled to claim compensation under the Railways Abandonment Act :-The measure of injury must be determined by comparing the value of the estate immediately before with its value immediately after the abandonment. Potteries, Shrewsbury and North Wales Ry., In re, supra.

Promoters and Parliamentary Agents.]— Under the usual provision, in an act incorporating a railway company, that in the event of the undertaking being abortive the parliamentary deposit shall either be forfeited to the crown, or, in the discretion of the court, be wholly or in part applied, as part of the assets of the company, for the benefit of the creditors thereof, the court will not apply the deposic for the benefit of all the creditors without distinction as to the nature and merit of their claims; and accordingly the promoters and the parliamentary agents claiming in respect of costs incurred in obtaining the act, or in relation to the promotion of the company, not being meritorious creditors, will not be admitted to share in the distribution of the fund. Birmingham and Lichfield Junction Ry., In re, 54 L. J., Ch. 580; 28 Ch. D. 652; 52 L. T. 729; 33 W. R. 517. See Manchester Tramways Co. In re, ante, col. 297.

The promoters of a railway company raised the moneys requisite for the parliamentary deposit by obtaining an advance from a bank upon their personal security; and it was arranged by the promoters and the provisional committee of the company, as appeared by a minute, that the interest payable upon foot of the advance would be provided and paid by the company. The

railway was afterwards abandoned, and an order to wind up the company having been made :— Held, that a claim by the promoters for interest paid on foot of the advance should be disallowed. Ennis and West Clare Ry., In re, 15 L. R. Ir.

180.

Claims in respect of expenses incurred by parliamentary agents in getting the bill of a projected railway company passed through parliament, and for moneys advanced by the intending contractor for the same purpose, are debts which have been incurred on account of the promotion of the company; and the court, under the discretion given by the Railways Abandonment Act, 1869, s. 5, will not hold it reasonable, as between such creditors and the surety to the bond, that their debts should be paid out of the bond, which, by the warrant for the abandonment of the railway, has been directed to be applied as part of the assets of the company. Brampton and Longtown Ry., In re, 39 L. J., Ch. 681; L. R. 10 Eq. 613; 23 L. T. 356; 18 W. R. 994.

A board of trade warrant of abandonment of a railway under the Abandonment of Railways Act, 1850, and the Railway Companies Act, 1867, was made with a condition that moneys deposited in the court of chancery as security should be applied as part of the assets of the company :-Held, that the solicitor and parliamentary agent, not being promoters of the company, were entitled to be paid thereout their costs and charges for obtaining the act. Kensington Station Act, In re, L. R. 20 Eq. 197; 32 L. T. 183; 23 W. R. 463. See Barry Ry., In re, 46 L. J., Ch. 206; 4 Ch. D. 315; 37 L. T. 125; 25 W. R. 201.

In Case of Tramways.]-The intention of the board of trade regulations under the Tramways Act, 1870, relative to the ultimate disposal of the deposit made by a tramway company on obtaining a provisional order authorising the construction of their tramway is, first, that the promoters of the company are not, by any subterfuge or device, to get back the deposit, either directly or indirectly, if the tramway is not completed; secondly, that, on an application under the 28th rule for application of the deposit, the creditors only are to be considered, and not the shareholders; and, thirdly, that the only creditors to be considered are meritorious creditors, coming with a bonâ fide case. Otherwise the deposit will be forfeited to the crown. Lowestoft, Yarmouth and Southwold Tramways, In re, 46 L. J., Ch. 393; 6 Ch. D. 484; 36 L. T. 578; 25 W. R. 525.

A company, incorporated under the Companies Acts, obtained a provisional order to construct a tramway. No tramway was ever commenced, and the company was ordered to be wound up. The only shareholders were the subscribers to the memorandum of association; the only debt due from the company was less than the amount of the deposit fund. The court, on the petition of the official liquidator, under the discretion given by the Tramways Act, 1870, r. 26, ordered the deposit fund to be paid out to the petitioner, to be applied by him for the benefit of the company's creditors, and refused to consider it forfeited to the crown. Tynemouth Borough Tramway, In re, 33 L. T. 8.

The parliamentary deposit made by a tramway company that has failed to construct its tramway within the time limited, and has been ordered

to be wound up, is not a fund from which the liquidator is entitled to be paid his general costs of the winding-up nor his remuneration. Colchester Tramways Co., In re, 62 L. J., Ch. 243; [1893] 1 Ch. 309; 3 R. 168; 67 L. T. 846; 41 W. R. 169.

The court will not, on the abandonment of a tramway, order the payment out of a parliamentary deposit, except on production of notice of abandonment published by the board of trade in accordance with the requirements of s. 18 of the Tramways Act of 1870, unless it is shown beyond all dispute that such notice cannot be forthcoming. Dudley and Kingswinford Tramways, In re, 63 L. J., Ch. 108; 8 R.6; 69 L. T. 711; 42 W. R. 126.

F. PEERS AND PEERAGE.

1. RIGHTS.

To Receive Compensation for not Opposing Bill.]-An agreement between a peer and the promoters of a particular line of railway, that he should accept a sum of money by way of compensation in respect of the damage that may be done to his lands, and should not oppose the pass. ing of the bill to establish the railway, is valid. Simpson v. Howden (Lord), 9 Cl. & F. 61; 3 Railw. Cas. 294. S. C. in Q. B. and Ex. Ch., 2 P. & D. 714; 10 A. & E. 793; 8 L. J., Ex. 281.

It is not illegal for the promoters of a railway to agree personally with a landowner, even (so long as there is no proof of corrupt influence on his vote) though he is a member of either house of parliament, to pay him a sum of money for withdrawing his opposition to their bill, or for giving his countenance and support to their scheme; but such a payment is not an "expense incurred in obtaining the special act, or incident thereto," within the Companies Clauses Act, 1862, s. 5, and cannot so be upheld as a liability of the company. Shrewsbury (Earl) v. North Staffordshire Ry., 35 L. J., Ch. 156; L. R. 1 Eq. 593; 12 Jur. (N.S.) 63; 13 L. T. 648; 14 W. R. 220.

Voting in respect of Peerage.]—Under 10 & 11 Vict. c. 52, s. 4, when the right to a Scotch peerage, or the right to vote in respect of a peerage, is established and notified to the lord clerk registrar by order of the house of lords, no one except the individual whose right is so established will, during his or her life, be allowed to vote in respect of such peerage until the house of lords otherwise directs. Breadalbane Peerage, L. R. 2 H. L. Sc. 269.

Since the Union a Scotch peer cannot, by virtue thereof, sit and vote in parliament. Queens berry's Case, 1 P.Wms. 584.

Life Peerages.] Letters patent were granted by the crown to a commoner, purporting to create him a baron for life, with a seat in parliament; the letters patent were followed by a writ of summons to parliament in the usual form. The House of Lords referred it to a committee for privileges to examine and consider the letters patent, and to report their opinion thereon. This reference was made without any previous reference of the matter by the crown to the house. The committee reported "that neither the letters patent, nor the letters patent with the usual writ of summons issued in pursuance thereof, can entitle the grantee therein named to sit and vote in parliament." The house affirmed the