a company to sue and be sued by their secretary, did not authorize that secretary to sue out a fiat in bankruptcy, yet that decision proceeded upon the language of that particular act of Parliament, which expressly confined it to suing and being sued; and being a private act of Parliament, the Court thought they were bound to construe it strictly, and that, under its provisions, the Legislature had not intended to extend the power of the secretary to take proceedings in bankruptcy. But here the language is much more extensive. It refers, not only to all proceedings in law or equity, but enacts that every member shall be liable to be proceeded against 'by such proceedings, and with the same legal consequences, as if such person had not been a member of the said copartnership.' It appears to me, therefore, that that would have removed the objection to the process in bankruptcy being taken out for the purpose of recovering a debt due to the firm. And then, looking back at the 7 Geo. 4, c. 46, s. 9, it is clear that the Legislature intended that in all those cases where a partnership might sue, or might take out a commission of bankruptcy, the secretary or the registered officer should be the proper person to institute these proceedings. Therefore, whatever might have been the effect of this clause, taken by itself, before the passing of the recent statute of 1 & 2 Vict., it appears to me that, taking the two acts of Parliament together, the fiat was well sued out by the registered officer of the company against the bankrupt, for a debt due from him to the firm."

It has been held that there is nothing in the stat. 7 Geo. 4, c. 46, which takes away the general right of a third person to sue out a fiat against any of the members; and, consequently, that a creditor of the company constituted under that act, may sue out a fiat against any member of the company who commits an act of bankruptcy, and need not proceed in the first instance against the public officer of the company (a).

By the 12th section of the 6 Geo. 4, c. 46, judgments against the public officer shall operate as judgments against the copartnership. And, by the 13th section, execution may be issued against any member of the copartnership; and if that execution shall not be effectual for obtaining payment, execution may issue against any person or persons who was or were members

(a) Ex parte Wood, 3 Jurist, 251; see ante, p. 766.

of the copartnership at the time when the contract was entered into.

Where the act of Parliament which regulates a joint stock company, gives the public a right to sue any one of the directors as a nominal defendant to the action, execution cannot issue against that defendant personally, unless the act contains express words to that effect; and this mode of construction will be strengthened, if the act gives the creditor power to take the property which belongs to the company at the time of the execution, and not at the time of the contract, because this is an abridgment of a common law right (a).

III. The other leading statutable companies are, Canal Companies and Railway Companies; but these are, generally speaking, incorporated, and, therefore, removed from the operation of the law of partnership. The acts, however, by which they are established, not only invest them with the general right of suing which is incident to corporations, but contain special provisions for the mode of declaring, and tendering evidence in actions for calls.

The general principles by which Courts of law and equity are guided, in dealing with controversies between these sorts of companies and the public, are laid down by Lord Eldon in Blakemore v. Glamorganshire Canal Company (b). His Lordship, in referring to the numerous acts of Parliament which had been applied for in these cases, said-" I apprehend, those who come for them to Parliament, do in effect undertake that they shall do and submit to whatever the Legislature empowers and compels them to do, and that they shall do nothing else." Hence it is, that the Court of King's Bench will interfere by mandamus, and the Court of Chancery by injunction, the one to compel them to the performance of their undertakings, and the other to restrain them from the abuse of their privileges.

The jurisdiction by mandamus was lately exercised in the case of The Queen v. The Eastern Counties Railway Company (c). There it appeared, that a company who had obtained an act of Parliament for making a railway from London to Norwich had only purchased land and commenced works on a part of

(a) Harrison v. Timmins, 4 Mee. & Wels. 510.

(b) 1 Myl. & K. 162.

(c) 1 Nichol, Hare, & Carrow, 509.

the line, (from London to Colchester), and it appeared doubtful, on the circumstances stated in the affidavit, whether they intended to proceed further than Colchester; a mandamus was accordingly granted, calling upon them to complete the whole line, to set out any proposed deviations from the original line, and to proceed to purchase lands on the remainder of the line, pursuant to the provisions of the act.

The simple case of jurisdiction by injunction is, where the company act in direct contravention of the provisions of their act of Parliament; as by taking land which is not bona fide required for the purpose sanctioned by the act (a). But there is also a class of cases in which they have been restrained from infringing a private contract by means of which they have been enabled to obtain the extraordinary powers granted to them by the Legislature. The case of Edwards v. The Grand Junction Railway Company (b), is a leading authority on the subject of injunctions against the breach of these Parliamentary contracts. That case was decided on the principle that an agreement to withdraw or withhold opposition to a bill in Parliament is legal (c), and that a Court of equity will enforce a contract founded on such a consideration. It appeared, that a person acting on behalf of the subscribers to a railway, who were then soliciting a bill in Parliament for the purpose of forming them into an incorporated joint stock company, entered into a contract with the trustees of a road, whereby it was stipulated, that, in consideration of the trustees withdrawing their opposition in Parliament, and consenting to forego certain clauses of which they had intended to press for the insertion in the act, a formal instrument to the effect of the clauses should be executed under the seal of the company when incorporated; and the bill was accordingly allowed to pass unopposed and without the clauses. The company having obtained their act, refused to execute the deed, and were proceeding to carry on works at variance with the terms on which the opposition to the bill was withdrawn. Accordingly, Lord Cottenham, C., at the suit of the trustees,

(a) Webb v. Manchester and Leeds Railway Comp., 4 Myl. & Cr. 116, (b) 1 Myl. & Cr. 650.

(c) It was doubted whether such an agreement could be entered into

by a Peer of Parliament, but it has lately been decided that it can. Lord Howden v. Simpson, (in error), 1 Nich. Hare, & Carrow, 347.

granted an injunction to restrain the company from violating the provisions contained in the omitted clauses of the act of Parliament.

In Doo v. The London and Croydon Railway Company (a), the plaintiff was a lessee of premises held of the Croydon Canal Company for an unexpired term of nineteen years, subject to be determined on his receiving from the lessors six months' notice and two years' reserved rent. By an agreement between the railway company, the canal company, and the plaintiff and others, lessees, it was agreed, that, in consideration of the canal company and the lessees withdrawing their opposition to a bill in Parliament establishing the railway company, the railway company should, in case they purchased any of the premises held by the lessees, purchase the same without prejudice to the lease; and that, in case the railway company should apply to the lessees to purchase, or the lessees should give notice to the railway company of their desire to sell the premises held as aforesaid, the lessees should receive compensation for their interest and for damages. The plaintiff, and other lessees, withheld their opposition, and the railway company purchased the whole of the canal and premises. The plaintiff then gave notice to the railway company, requiring them to purchase his leasehold interest, and claiming compensation. On the other hand, the railway company tendering to the plaintiff two years' reserved rent, gave a counter notice to determine the tenancy at the end of six months, at the expiration of which they brought an ejectment. The plaintiff having obtained the common injunction, in default of an answer, to restrain the ejectment, Sir L. Shadwell, V. C., dissolved the injunction; but, on appeal, Lord Cottenham, C., discharged the order, on the ground that the notice given by the plaintiff put the parties in the situation of vendor and purchaser, and that the company could not eject the plaintiff till they had paid the purchase-money.

Again, in Stanley v. The Chester and Birkenhead Railway Company (b), the bill prayed that an agreement, which the plaintiff had entered into with one company, might be declared binding on another company, under the following circumstanCertain persons intended to form a railway from A. to B.,

ces.

(a) Nichol, Hare, & Carrow, 257. (b) 9 Sim. 264; 3 Myl. & Cr. 773.

which was to pass over the plaintiff's estate. The plaintiff opposed the project: but on the agent for the projectors agreeing, in writing, to pay him £20,000 for the portion of his estate over which the railway was to pass, he consented to withdraw his opposition. At the same time, certain other persons intended to form a railway between the same termini, but by a different line, which also passed through the plaintiff's estate, but not through the same part of it as the former line. Fourteen acres of the plaintiff's land were required for the former railway, and sixteen for the latter. The plaintiff opposed the latter railway also. The agents for the rival projectors then entered into, and signed an agreement, (which was approved of and signed by the plaintiff's agent), by which they agreed that the first line should be abandoned and the second adopted, and that the adopted line should take the engagements entered into with the landowners by the abandoned line. The plaintiff thereupon withdrew his opposition to the adopted line; and the act of Parliament for making the second railway, and for incorporating the projectors of it, was passed. The corporation having refused to pay the plaintiff any part of the £20,000, he filed his bill praying the declaration above mentioned, for a specific performance of the agreement, and payment of the purchase-money, and for an injunction in the meantime to restrain the defendants from entering upon his lands. The defendants demurred to the bill, but both the Vice Chancellor and the Lord Chancellor overruled the demurrer, being clearly of opinion that the plaintiff was entitled to some relief, and the Vice Chancellor said, that he was entitled to the relief prayed for by the bill.

In giving judgment on this demurrer, Lord Chancellor Cottenham said, that the case, as it appeared on the bill, was one of the grossest frauds he had ever seen attempted; and it is lamentable to observe, generally, that in cases of this nature, as well as in matters of minor importance, the conduct of railway companies has been characterized by a profligate disregard of the plainest principles of justice :

Dicere vix possis quam multi talia plorent,
Et quot venales injuria fecerit agros (a).

(a) Juv. Sat. 14, 147.