The Express.
London, England, 1852-02-25 00:00:00

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Eau Intelligence.

EQUITY COUILTS.—YESTERDAY.
Barons vast Loses lewricna or seem.
Batons v. TOT EARL or Oxroan.
In this ease it appeared that in 1832 an arrangement
had been entered into between the law Earl of Oxford
and his son, the defendant, for the purpose of paying off
certain ineumbresices then existing upon the funnily estates,
and that with that view they had joined in sutfer,eg a re-
covery of a portion of the.) (states, and in resetting them
and other estates belonging to the late earl in fee, t•y II ill ea
dated in March of that year. By this deed it was provided
that in care the defendant, then Lord Harley, should sue•
vire his father, the late earl, the trustees mimed in the
died should stand possessed of the hereditament comprised
therein upon trust fur the lute earl for lit e, renmiuder
to his ios, the present earl, for life without impcaelitutnt of
wuto (but subject to power thereinafter limited to the
trustee or trusted thereof to lilt timber and tied ravecid
growing on the pry tinsel.), with remainder to the :bet and
other sons of the di leedant in :nil. Power was teen given
to the trustees at any time thereafter, so long as there
►huuld be any incumbrances •mans:ing upon the premises
(but nut then, after the decease of the then tart, without
the i intim. of the pre sent earl), to tell and cut any timber
' stuntiLig and growing on the premises, and to sell and dis-
pose thireut, and to moldy the money to arise therefrom in
in-charge of the mallow-a and inetenbraneas sulnisting
upon the premises. The late earl died in 1848. Einea that
time the trustees had, with the ursent of the defendant, on
1 several occasions exercised their power of cutting and selling
I the timber; hut lattme y such imi at had been retu,d, and thu
' earl hie elf it was alleged had proCeee.e4 to eut Gahm.. The
object of the suit was to restrain him from so doing, on the
ground that upon the construction of the deed the power
given to the truste•s cosi rrode his power to cut timber se
tenant for lift unimprachaLle fur waste. The save came
before their lordships upon appeal from Vice-Chancellor
Parker, who had granted the injunction.
Mr. Malint, Mr. 'Wendell Palmer, and Mr. Cite ap-
peared for the appellant, the earl ; and the Solicitor-
General, Mr. ISethell, Mr. Itussea, Mr. Toiler, Mr. Marti-
neau, and Mr. Chichester, fur the different defendants.
Their lordships held that the power given to the trustees
to felt timber, though to be exercised only with the cunseut
of the earl, ovarode the power of the defendant as tenant
'fur life, and directed that the injunction should he ten-
alreadytiu iI, and t
,tiyattheendl:27:6% t
t. should

Parcae Vic,Cuaricstui Mu Lunn PAlntes.
THE OItRAT VinsTURN RAILU AY COMPANY C. Ittsx-
OCT AND OTIIEIm, AND TIM 1./grunt), Wunce..,llol, AND
WoLVERIIAIIgtog RAILWAY CoMPANY.—IMJUNcrtuN.
This was a motion to restrain the defendant, from using
the ,cal, fundr, and monies of the Oxford, Wu:roster, and
Wolvcriiampton Railway Company towards the payment
of any costs, charges, or caprices of, or relating to, ur in
any manner occasioned by the scheme fur an cotension
railway of that compan being an extension from Wol-
vercot, near Oxford, to Worcester; us the solteitiog or pro-
freeing thereof, or the bill for c trrying that at .tvnie into
effect, istroduced or about to be introduced into voltam' nt ;
or hr or by reason of any other bill or scheme, or using the
name or seal of the defendant company for the introduction
or solving of such bill, and in particular from outtriog into
any contracts or engagements 111 the name of the defeinhott
company, with rekrenee to the eropemed WI& 'taking er
any other scheme tor the like purpose; and also from ex-
cluding six of the defendants, being directors of the &fend-
ant company, from full and free acmes and iuspectien of,
obt doing information touching all, agreements, acts,
and matters by the directors and agents of the defendant
company, relating to the scheme and bill.
It appeared that the Oxford, Worcester, and Wolver-
hampton company WAS forme I upon a enruprolui,e between
the promoters of the broad and Dan ow gauges, owl upon
an agreement that the line should be laid down upon both
gauges. Ihe act was obtained in 1815. The capital of tho
company was to consist of 1,5400,00 th. in 30,000 shares of
5,11. each, with power to burrow ~00th., The Great
Western Railway Company was authorised to take chores
in the andertaking to the amount of 750,01101., being one
half of the capital ; there were to be sixteen directors, of
whom the shareholders at large Iv, re to appoint ten, but
the Great Western Railway Company were to nominate
the other six; power was given to the two companies to
agree it they should think fit either for the lease or the kale
of the line to the Gnat Western Railway Company, upon
terms to be agreed upon ; and in case the railway as.
not completed by a certain time the Great Wes-
tern Railway C topany was at liberty, nod, upon
the requisition of the Rotted of Trade, comp:ll:dile to
complete the line. The Great Western Company lode
shares to a large amount in the company, but it was in dis-
pute u to what that precise amount was. 'Eh, y also ap-
pointed nix persons to be the directors in the compoy. By
two subsequent acts oPparliament, the capital to the com-
pany was increased to nearly 3,000,0001. The two compa-
nies could not come to any arrangement either for a lease
or fur a sale, and a negotiation was entered into by the Ga-
ined, Worcester, and Wolverhampton Comp ny for a lease
to the Loudon and North-Western and Midland Counties
Companies for 21 yearn, and thereupon the suit of "lie roan
o. Rutford" was instifuted at the instigation of the Great
Western Company, and all proceeding with the agreement
was restrained by an injunction of the Court of Chancery.
The preeeetlings in that case are reported in I Simms N.S.,
550. Shortly after the termination of this suit, negotia-
tions were renewed for an arraug, tent being come to be-
tween the Oxford, Worcester, and Wolverhampton Corn-
piny and the Great Western Company, but these failed,
hail thereupon the Oxford Company, endeavouring to make
their line available, took the proceedings fur rolleitiug the
bill in parliament, which gave occasion for this snit.
Mr. Bothell and Mr. Geo. Lake Russell appeared in sup-
port of the motion.
Mr. Mathis, Mr. Follett, and Mr. Bovill objected that tho
name of the plaintiffs as a company was not upon the list
of shareholders, and therefore that the company had not
such an interest in the company's funds as to entitle them
to be heard upon such a motion.
Mr. Bethel' submitted that this was not a preliminary
objection.
rhe Vice-Chancellor thought that the objection most be
taken, if at all, lie part of the general defence to the motion.
The motion was then proceeded with.
In support of the motion it was urged that the applica-
tion to parliament was ultra vireo of the company, and that
the company had no right to use or jeopardise the funds of
the plaintiffs invested in the undertating for purposes
foreign to those of the original constitution of the body,
and that the directors nominated by the Gra at Western
ought not to be excluded, as they had been, from any of
the dieeuseions for the act of parliament intended to be ap-
plied for.
For the defendants it was urged that the proceedings by
the Great Western Company was not in faith, and that It
came too late.

A number °teases were cited, and amongst others " The
Attorney-General v. The Corporation of Diedrich " (16
Simons, 226) ; " Coleman v. The Eastern Counties Rail-
way Company " (Railway Cases); " Munts v. Shrews-
bury Railway Company " (13 Beavan, 1); " Stephens v.
South Devon Railway Company " (lb., 48); and '• Heath-
colt v. North Staffordshire Railway Company" (2 Ma. and
N., 100); " Ware v. The Grand Junction NS Aterworks
Company" (2 Rowell and M., 470), was particularly so-
ferred to on both sides. The case occupied the greater
part of two previous days. Mr. Bethel continued his reply
to day, at the conclusion of which,
The Vice-Chancellor said that the first question which
he had to dispose of was, as to the frame of the suit. The
bill was filed by the Great Western Railway Company, on
behalf of themselves and all other the shareholders in the
Oxford, Worcester, and Wolverhampton Railway Com-
pany, seeking the relief prayed by the bill. It appeared
by the bill and the affidavit in support of the motion, that
the plaintiffs were not shareholders in their own names;
but the bill stated, and it was proved by ail.
davit on behalf of the plaintiff', that they had a
large number of shares standing in the names of lour persons,
who were trustees fur the Great Western Railway Com-
pany, and who were defendants on the record. Under these
circumstances it was insisted that the plaintiffs had no title
to maintain this suit here. Beyond question a trust was
created wader which the plaintiff' were interested in the
shares. They therefore had an interest in that which was
sought by the bill to protect, viz., the property and con-
cerns of the company. True it was that for many purposes
companies of this description had only to regard the legal
title, and that they were not bound to see to the execution
of any trust ; but this bill did not ask the company to see
to the execution of any trust. They were asked to act on
an equitable title—not a legal title. This is not like those
cases in which cestui que trusts sought to establish a right
in equity which they could have bad established at common
law against trustees. Ilia Honour did not see any objec-
tion to the frame of the suit, especially when he considered
that the act of parliament authorising the construction of
the Oxford, Worcester, and Wolverhampton Rail-
way Company assumed that the Great Western
Railway Company had an equitable title to these shares.
He was, therefore, of opinion that the suit was properly
constituted. As to the second point, which was the sub-
stance of the motion before the court. The application to
parliament, to restrain which was one of the subjects of
the suit, was to vary the objects of the Oxford, Worcester,
and Wolverhampton Railway Company, and those objects
were stated in the advertisements which had first appeared
in the Gazette on the 11th of November. Now, consider-
ing the eases which had been cited, the objects to the pro-
posed application to parliament were lawful, if lawlully
pursued. Perliament had formed this company, and
limited its powers, and authority. ought to rest with the
parliament to vary the construction of the company or to
control or annihilate it, or to deal with it in any other way.
Any argument that the objects now proposed were beyond
those originally contemplated should be addressed to par-
liament and not to the court. There appeared to be no-
thing illegal in the objects contemplated by the Oxford Com-
pany, if they were legally pursued. After the notice iu tho
Gazette nn the llth of November, there was •resolution of a
committee of the directors authorising the solicitor to pre-
pare a measure to lay before parliament, whirls wa' brought
before the whole boaid on the 19th of Novi tidier, 1861.
It did not appear that anything was up to that time known
by the Gnat Western Railway Company of any intentioh
on the part of the Oxford Company improperly to apply
their funds. From the resolutions of the 19th of Novem-
ber and the 23n1 and 24th of December, it appeared that
the committee of directors of the Oxford Company had
entered into enormous contracts, which was not known to
the director., the nominees of the Great Western Railway
Company in the Oxford Company, until the 2tith or
January. Now it appeared that the latter company meant
to use its funds and to pledge its credit to promote the pro-
posed extrusion. Upon all the authorities, his Honour
thought that this was what the court ought to restrain. s! %W.V.
The next question was as to the exclusion of the directory iki --''. 1.-riSi 5.,..,,,:: - ,
named by the Great Western Company from the boat l'-5,46.\.."-}. -!,,...... :, •
i",,,),-,;.•,/,
4--Ak-V:'

~.~- ,~
~~~

meetings of the Oxford Company, to eassequenee of which
they could not concur in what was going on. He we. sus,
prised to hear it rated that the promedinp of the Oxford
Company w. re within the letter of the low. Ia every ease
where a majority wee to bind the minority. it was material
. to the validity cf the bets that the minority should base
, had an opportunity of stating their views, in order that
the WM of tits majority might become binding. He thought
that the conduct of the Onfurd Company hod been un-
lawful In this respect, and that it was the duty of the court
to interfere. The rem& g portion of the caw to be tha-
wed of liar that with respect to restraining thu defen-
dants from soliciting the proposed bill, or any other bill in
parliament. lle fed the weight of the argument, that the
promotion of this bill might be considered as having been
dome not by the company, but by a section of the directors,
who had excluded the minority. Al the order which the
mart would make on the former points of the ease would
prevent the fonds of the company being pledged fee the
purpose of primiliticg this bill in parliament,ntil as it
would emu,. to the directors named by the Urea' Western
Company, sold the sharcholitera generally, a voice iu all
sabmquont proeee.tisl•, and coisidcring that the proc;c4-
logs in pull, neat were already in an inehoa:e state, In.
Honour thought that he could nut interfere to /rattails the
defendants on this point.

COURT 01: QUEEN'S BENCH.—YEsTrUDAT.
081T1A.4 aT 1..1. ILI.NALL AT NY PUPIL —Barons LINO. CASPIIALL
ass desrlAt. JtaleA..

DIC&11024 AND 0711-17101.-7li-A-141-1.174:710/1 ADAINAT A

tlUalaloa AL eolleld ITTIIIIIIAN.
This was ut action brought by Mown. Iradison and Co.,
solicituw, of London, and Mr. Teal, solicitor, of Leeds,
us sgait Me. Haigh, a merchant of Leeds, to recover the
sum of due to the pljutiffs as solicitors for a pro-
ject called the Newcastle and Leeds Direct Railway CoM•
piny. forme lin ISO. It was stated that Mr. Haigh took
a very active part in the proceedings, joined the company
very early, mid beanie a member of the provisional com-
mittee. At two different niectioes which were held to
affect aa agreement between the Northtuiaberlaial and Lan.
cashhre Juts. tint Cutnpany sit this esimpant —one in De-
cember, and another in January, 1646--Mr. Haigh
took an active part, and the solieitors (the plaintiff.) were
empowered to take the steps nectioart b,forc the St inding
Orshrs Conimia,, of the Ileum of Commons. The solici-
tors incurred these preliminary taperers, old afterwards
sent iii their bill. These eapenses had all been incurred
with Mr. Ilaigh's knowledge. It appeared that peseta
gentleman, ludo lin,r Mr. Haigh, had p... 41 Mr. Teal a sum
of immey, and that gentl. man eapreesed himself satisfied ;
and that he was a plaintlf in tnis cause against his will,
but was a ',ironer, in the railway project only, with Mesas.
Dickson and Co., in consequence of a certain resolution.
The defendant pleaded the suitor of limitations, sad
that plaintilihs had never di livered a agreed bill.
Mr. Ciro icier submitted that there was no evidence to
maintain the action, inasmuch as the solicitors had been
retained before the defendant had joined the eimpony.
Lord Campbell thmight there was evidence fur the jury.
Mr. Ilan trey then submitted that there was no evidence
of any employment that had not been paid fee. It was
also emateuld that the plaintiffs were shareholtle;* in the
ctimpaay.
Lent Campbell overrated the first objection, and
Mr. R. James sal.ll that the answer to the other objection
wan that C. e plaintiffs were nut *hart bold. rs, and never had
say shares allotted to them. lle called Mr. Dickson, who
proved this.
Mr. Crustier addrcaved the jam for the defence, and
Lord Carapbell having santrard up.
The jury found a verdict fur the defendant.