notice; and that if the allottee sets up a revocation he must prove that the letter of revocation was posted before the notice of allotment. On the 6th of March, 1866, Mr. Townsend, through his brokers, Messrs. Woodlock & O'Donnell, of Dublin, made an application to the Imperial Land Company for an allotment of thirty shares. The application was made on one of the company's forms, which required the address of the applicant to be inserted, and accordingly on the application the address was given as "J. H. Townsend, 30, Westland Row," omitting the word "Dublin." On the 15th of March fifteen shares were allotted by the company to Mr. Townsend, and his name was placed on the register of shareholders in respect of them. On the 16th a letter notifying the allotment was posted, directed to Mr. Townsend, at the address given in his application. The word Dublin being omitted, this letter was returned to the company through the post. The secretary having examined the application and discovered on it the stamp of Messrs. Woodlock & O'Donnell, on the 20th of March posted to them a letter addressed to Mr. Townsend, containing the notice of allotment. On the same 20th of March Mr. Townsend posted to the secretary of the company a letter revoking his application for the shares, and requesting to have his deposit returned. No evidence was given as to the time of day at which this letter was posted. On the 21st of March the letter of allotment was received by Mr. Townsend, and he thereupon instructed his brokers to return it to the company, and on the 23rd wrote himself to the secretary, stating the facts-relied on by his counsel in argument and undisputed that his application for shares was as one of the shareholders of the Credit Foncier, to whom the Imperial Land Company gave a preference, that his address was to be found in the books of the Credit Foncier, and that the secretary of the Imperial Land Company was also secretary of the Credit Foncier. No steps were taken by Mr. Townsend to have his name removed from the register of shareholders. Calls had been demanded from him, but never paid. At length, the company being in course of liquidation, Mr. Townsend applied at the Vice Chancellor's Chambers to have his name removed from the list of contributories, on the ground that by his letter of the 20th of March, 1866, he had revoked his application for shares before notice of their allotment was received by him. The Chief Clerk made the order applied for, and a motion was now made on behalf of the liquidators to have this order discharged. Mr. Glasse and Mr. Napier Higgins, for the liquidators.-The offer to take shares, made by the written application, was accepted by the allotment, so as to form a complete contract United Ports and General Insurance Adams v. Lindsell, 1 B. & Ald. 681. After the allotment, therefore, the allottee could not revoke his offer, and though it had been decided that notice of allotment must be given to the allottee, still it was sufficient if notice was given in reasonable time, and in this case notice, whether by the letter on the 16th or the 20th, was given in reasonable time Kennedy v. Lee, 3 Mer. 431-455; Chitty on Contracts, 8th ed. 13. Secondly, if notice that the shares were allotted and that thereby the offer of the applicant was accepted, was necessary in order to complete the contract, the cases have decided that the time at which a contract is completed is not the date at which the notice of acceptance is received by the person making the offer, but the date at which the notice of acceptance is posted by the person accepting— Dunlop v. Higgins, 1 H.L. Ca. 381; Therefore, either the contract was complete on the 16th, as soon as the letter was posted to the address given by Mr. Townsend, for although that notice did not reach him its not doing so was his own fault, or if the contract was not completed by posting of the notice on the 16th, which did not reach him, it certainly was by the posting the notice on the 20th, which did. Further, Mr. Townsend was too late in his application to have his name removed from the list of shareholders, for by his application for shares he authorised the company to put his name on the list of shareholders; he knew that this had been done, and he ought to have taken some active steps to have his name removed In re Cleveland Iron Company; ex parte Stevenson, 16 W. R. 95. Mr. Cotton (Mr. Locock Webb with him) for Mr. Townsend.-If there ever was a contract it is now too late to insist upon it. The shares were allotted in March, 1866, and Mr. Townsend has ever since refused to pay calls, and no steps have been taken to make him do so. But in fact there was no contract. It is beyond dispute that no notification of the allotment reached Mr. Townsend until after he had withdrawn his application for shares. And in order to complete a contract to take shares there must be an application, an allotment, and notice of the allotment actually received by the allottee. Neither the allotment itself nor the posting of the notice of allotment is sufficient unless the notice be actually received British and American Telegraph Com- Re Constantinople and Alexandria Re_Constantinople and Alexandria The case of Dunlop v. Higgins (ubi supra) is not in point, there the letter was accidentally delayed, and the case decided, not that the posting a letter was equivalent to delivery, but that Higgins was not responsible for the delivery by the post-office, over which he had no control. There is nothing in the contention that it was through Mr. Townsend's fault in not giving his full address that the letter of the 16th did not reach him. The important point is, that the letter did not reach him ; and, besides, the contention is absurd, because there was the same Secretary to the Credit Foncier and the Imperial Land Company, and the secretary had communicated with him as member of the Credit Foncier, and could have found his proper address in the books of that company; indeed it was as member of that company that the shares were allotted to him. As to the contention that because Mr. Townsend took no steps to have his name removed, he is bound. In the first place, there is no proof that he knew of its being on the register. In the second, the doctrine that the laches of a contributory is an answer to an application to have his name removed from the list, only applies when there is a contract, which contract is voidable. But here there was no contract at all, and the rule does not apply. MALINS, V.C., said-I feel no doubt about this case. It is clear beyond the possibility of a doubt that if the word Dublin had been added to the address given in Mr. Townsend's application, on the morning of the 17th he would have received the letter, and the contract to take the shares would have been binding on him. To whom, therefore, is the miscarriage attributable but Mr. Townsend himself? He now attempts to avail himself of his own error, get the money back, and be in the same position as if no application had been made. There has been a long argument before me, and many nice points have been discussed, but the general law on the subject is clear enough. As in a contract to buy goods there must be an offer, an acceptance of the offer, and a communication of the acceptance to the person making the offer; so in the case of a contract to take shares, there must be an application, an allotment, and notice of the allotment to the applicant. Further, it has been de cided, that it is not sufficient that the notice be posted to the allottee, but it must be received by him. There are several cases on the point; I need not do more than refer to that of the American Telegraph Company v. Colson (ubi supra), which decided that where a letter was posted to the applicant, and from a confusion of numbers in the street, not a cause attributable to the applicant, the notice did not reach him, he was to be considered in the same position as if it had never been sent to him at all. But no case has, or ought to have, laid down, that a man is to be in the same position if the non-receipt of the notice is caused by his own fault. It would be monstrous that a man, by omitting part of his address, should get out of his liability. It was argued that his address as a shareholder in the Credit Foncier might have been found out by searching the books of that company, but clerks have no time for this, and are not bound to make such a search. It was also said that Dublin was the address of the brokers, whose stamp was on the application; but the answer again is obvious; there are a great number of letters to be sent out, and the clerks have not time to consider such things. The form of application signed by him requires the address of the applicant to be put upon the letter of application for shares. The object of this was, that the clerks of the company should have nothing to do but to look at the application for the applicant's address. Suppose the form had been, "I apply for these, and a letter addressed to me at the address subscribed will be sufficient notice of the allotment." I understood Mr. Cotton to admit that if that had been the form, his client would have been bound. No doubt the form in this case is not in words identical with this, but in substance it is. The company invite persons who wish to have shares to apply for them, and to give their address. The applicant gave an address. I think it is distinctly implied that a letter sent to that address shall be taken as a letter sent to him. Townsend ought to have given the proper address on his application. The delay was caused by his omission to do so, and he is not the person to take NEW SERIES, 41.-CHANC. The advantage of it. The letter having been posted to the address that he gave, I consider good notice to him. Many cases have been cited in the course of the argument, and the one most directly in point is Adams v. Lindsell (ubi supra). It is very fully commented upon by Chief Baron Kelly in the American Telegraph Company v. Colson (ubi supra). It is a very short and plain case. The person who desires to sell goods writes to the person proposing to buy them, offering them at a certain price on receiving a reply by return of post. The proposed buyer lived at Bromsgrove, which is a well-known town in the county of Worcester; the seller directed the letter to Bromsgrove, Leicestershire, the consequence of which was, that the letter, instead of arriving the next day, was delayed two days, and then the receiver of the letter wrote and accepted the offer. question was, whether that was a binding offer. Now it is perfectly clear, if the offer meant receiving the answer by return of post it was not so, and there was no binding contract; but if it meant an answer as soon as our conduct will enable you to give an answer, then as the buyer did not get the letter till the third day, when he answered it, accepting the offer, the question was, in whom the fault lay. Lord Tenterden says "The defendants must be considered in law as making during every instant of the time their letter was travelling the same identical offer to the plaintiffs; and then the contract is completed by the accep tance of it by the letter. Then as to the delay in notifying the acceptance, that arises entirely from the mistake of the defendants, and it therefore must be taken as against them that the plaintiffs' answer was received in course of post." That is, as I have said, if they had not made a mistake the answer would have been upon the second or third day, but their own mistake caused a delay to the fifth day. He answered by return of post, according as he received the letter, and on this the Court says, "The delay arises entirely from the mistake of the defendants, and it therefore must be taken as against them that the plaintiff's answer was received in due course of post." I 2 D say, in the same words in this case, the delay was caused entirely by the omission of the defendant, Mr. Townsend, to put his proper address to the letter. He has, in my opinion, contracted with the company, that a letter addressed to him at a place which he gives as his address shall be a duly posted letter, and he who has caused the mistake is not the person entitled to take advantage of it. The company did all they could. They complied with the requisition of his letter (I do not desire to have recourse to the letter of the 20th of March at all); this was a letter duly addressed to him, which he ought to have received, and which he would have received but for his own mistake or default, and being his own mistake or default, I must treat the matter as if the address had been given. That, in my opinion, completely disposes of the case; but then there is the letter of the 20th, which was sent by the company to Mr. Townsend's brokers. I do not think that this was the best course which could have been adopted, for the hurry of posting so many notices was over, and they might have ascertained Mr. Townsend's address as a Credit Foncier shareholder. However this letter did reach Mr. Townsend on the 21st. It is said that before its receipt he had retracted his offer to take shares, but the cases shew that a letter becomes the property of the person to whom it is sent as soon as it is posted; therefore by the letter of the company to him on the 20th the allotment of the shares was duly notified to him on that day. It is not shewn whose letter was posted first, and no evidence on this point having been offered by Townsend, I shall assume against him that the company's letter was posted first, and decide against him on this ground also. I think the delay of the company is not fatal to the liquidators, for contention continued on both sides, one asking for calls, and the other refusing to pay. The order of the chief clerk must be discharged, and Mr. Townsend's name placed on the list of contributories. Solicitors-Messrs. G. S. & H. Brandon, for liquidator; Messrs. De Jersey & Micklem, for Mr. Townsend. Railway-Act of Parliament-Construction-Powers to stop Street-Incorporation of Deposited Plans. An Act of Parliament empowered a railway company to make a line of railway through the city of London, according to the levels shewn on the deposited plans and sections referred to in the Act. It also empowered the company to stop up all streets within a described area, excepting certain named streets. The deposited plans shewed that S. Street (which the company contended was within the described area) was to be crossed by an arch of a certain height and span. Subsequently the company obtained another Act, authorizing them to make an underground instead of an aboveground railway, and re-enacting the powers given to them by the previous Act. In a suit for an injunction to restrain the company from stopping up S. Street :-Held, that the plans and sections were incorporated into and must be read as part of the Act, and consequently, since these shewed that the line authorised by the first Act was to cross S. Street on an arch, the general power conferred by that Act of stopping up streets in the said area did not extend to S. Street, and there being no further powers conferred by the second Act, the company had no power to stop up that street. This was an information by the Attorney-General at the relation of the Commissioners of Sewers of the city of London, as the persons in whom were vested the management of the several streets in the city, and a bill filed by the said Commissioners against the Great Eastern Railway Company for the purpose of restraining the company from stopping up or interfering with the public traffic through Sun Street in the city of London. The case now came before the Court upon a motion for an interlocutory injunction. Sun Street, in the parish of St. Botolph, Bishopsgate, formed a direct and important line of communication between Holborn and Whitechapel, being, as alleged by the bill, one of the main east to west arteries of metropolitan traffic. By the Great Eastern Railway (Metropolitan (Metropolitan Station and Railways) Act, 1864 (27 & 28 Vict. c. cccxiii.), the company were empowered to make and maintain, amongst other works, a railway commencing at or near Liverpool Street, which lies to the south of Sun Street, and terminating at or near Commercial Street, which lies to the north of Sun Street. The preamble of the said Act recited, amongst other things, that a railway from Liverpool Street to Commercial Street, near the Bishopsgate station of the company, would be of great public advantage, and that it was expedient that the company should be authorized to purchase all the lands and buildings in the city of London comprised within an area therein referred to (which area extended both north and south of Sun Street), and "to stop up all streets and highways within the said area, and to appropriate the site of such area to the purposes of a railway station." The Act then incorporated therewith the Lands Clauses Consolidation Acts of 1845 and 1860, the Railways Clauses Consolidation Act, 1845, and Part I. of the Railways Clauses Act, 1863, and after defining certain words, enacted that other expressions and words to which in the incorporated Acts meanings were assigned, should respectively have the same meanings in that Act. By section 4 the company were empowered to make and maintain a railway commencing at or near Liverpool Street in the city of London lying to the south of Sun Street, and terminating at or near Commercial Street, lying to the north of Sun Street. By section 6, after reciting that plans and sections of the proposed railways, shewing the lines and levels thereof respectively and the lands required for the purposes thereof, had been deposited, it was enacted that, "subject to the provisions and powers of deviation in that Act, and the Acts incorporated therewith, the said railway should be made in the line or within the limits of deviation, and upon the lands delineated on the said plans, and according to the levels defined on the said sections." By the deposited plans and sections, the said railway was delineated as a viaduct crossing Sun Street at a height of 18 ft. 4 in., and the following words were placed on the plan against Sun Street, viz., "Sun Street level unaltered. Arch 35 ft. span, 16 ft. high," and on the same plan, at Half Moon Street, which was a street to the south of Sun Street, the following words were placed, viz., "Half Moon Street to be stopped.' By the seventh section of the said Act, it was enacted that the company should, in the first instance, commence with that part of the works "situate between Liverpool Street and Sun Street," and should not enter upon or take any lands between Sun Street and Commercial Street until the expiration of twelve months after the passing of the Act. The 8th section enacted as follows: "The company may stop up, and cause to be discontinued as public highways, all streets and highways within the area hereinbefore described as the site of the intended station, and may appropriate the site of such streets and highways to the purposes of such station, but the western moiety or half part of the site of Peter Street shall, from the time of such stopping up, be vested in and belong to the North London Railway Company, and nothing herein contained shall authorize the stopping up of the said street or public place known as Broad Street Buildings, and numbered 57 in the parish of St. Botolph, Bishopsgate, on the said deposited plans." By section 21 it was enacted that the company should not stop up or appropriate any part of Wheeler Street, Hope Street, or Brick Lane, but that each of those streets should be crossed by brick arches of specified heights. By section 23 the company were to light such arches and bridges as might, in the opinion of certain local authorities (including the Commissioners of Sewers), cause a public inconvenience by obstructing the light in any streets. By the 77th section, it was enacted that the works thereby authorised should be completed within five years from the passing of the Act, and on the expiration of that period, the powers thereby granted were to determine. The company did not execute any part of their said railway, under the said Act, but in 1870 they obtained a further Act (33 & 34 Vict. c. lii.) for the purpose of altering the levels of their said railway, and making an underground railway in |