The Sun.
London, England, 1841-03-13 00:00:00

LAW INTELLIGENCE..

ROLLS' COURT, ALincir 12.
JACKSON V. COCKER--IMPORTANK TO RAILWAY PRO-

PRIETORS.

The bill in this ca,e was filed for the specific performance
tlnloolt poirarin and Preston of an alleged contract for the purchase of forty shares
in th
lin respect of the
restonßailway'for the indemnifica-
tion oefcall; which had been
made on the shares, &c. The case seas shot tly mentioned in
The Sun on Thursday, and at the conclusion of the arguments
yesterday, the Master of the Rol's gave the following judg-
ment (from which all the circumstances of the case may be
collected) but at teo late a period of the day to admit of a re-
port. of it in our Evening Edition.
HIS LORDSHIP observed that the case was certainly one of
the first importance. In the month of July, 1830, certain
persons proposed to apply to Parliament for an act to autho-
rise the construction of a railway from Bolton •to
Preston, in Lancashire. For that purpose they en-
tered into subscriptions. Two things were import-
ant for them to do, one to come to such an agreement
attosgst themselves as should provide fur a due contribution
towards the expenses, whether the project succeeded or not;
another, that they should comply with the regulations laid
down by Parliament in eases of applications for Railway Bills.
Subscription contracts must be made to a certain amount in a
certain manner before a Bill could be introduced. But the
transferable shares of the capital, the proprietorship, if it could
be -so called, was the result of the Act, and of the powers
and privileges given by it. The Subscribers had divided their
subscriptions into shares, and had taken upon themselves to grant
certificates as evidence of the right to, or of the right to ob-
tain, shares, and these certificates were called scrip certificates.
Not only had .such certificates been granted, but they had been
bought anti sold ; and, as was too well known, they had been
mode the means of gambling, of bribery, and of frauds of the
most extensive character. Whethei or nut they were legal in
any;' event was a question which perhaps deserved greater
considera ion than it had received in this case. It did not,
however, appear to his Lordship necessary to decide it on the
present occasion, and considering that, in this case,
there was no imputation of fraud or of mal-practice
of any kind, the nature of the transact on must be looked at,
for the purpose of seeing whether, from the facts which be-
loved to the foundation of any such right could be disco-
vered as that which was now claimed. That which was cal:ed the
subscribers' contract appeared to have been entered into in the
nn.nth of July 1836, be:ore the date of one of the certificates
which had been produced. Certain persons having subscribed
and made themselves liable to one another for the ex-
penses which were to be incurred, they did what had
been done on many other occasions, called their sub-
scriptions " shares." fo each subscriber was delivered as many
certificates as he had shares. His Lordship then read oue of
the cenificates, which was as follows:--" Bolton and Preston
Railway. Certificate. 501. Share. No. 1,510. The holder
of this certificate having signed the subscribers' agreement,
and executed the Parliamentary contract, is the proprietor of
the above share in the undertaking. Benjamin Hick, Berja-
min Dal,son, members of the Committee. Bolton, 13th July,
1836." The holder of that certificate was the proprietor of
the above share in the undertaking—a share which c,mld not
be 'constituted, and could not exist until after the Act
of Parliament, incorporating the Company, had passed, and
giving them the means of having a joint-stock divisible into
shares, which were transferable. The first holder of that cer-
tificate was a person whohad signed the subscribers' agreement
anti executed the Parliamentary contract, but was not a pro-
prietor—he was only a person who, if the Act of Parliament
passed, would be entitled to become the proprietor of a share.
He passed it into the hands of another person for a valuable
consideration. That other person signed no special agree-
ment, and did nothing by which he bound himself
in any way to indemnify the party from whom he
received.it in respect of his liabi ities. he certificates were
now in the hands of the defendant, a person wha had done no-
thing whatever but pay a sum of money to another. Ile had
not signed the subscribers' agreement ; lie had not executed
the Parliamentary contract, and was not, either at the present
time or prospectively, a proprietor in the undertaking, because
he had not done those things. But then, it had been argued
that having possessed himself of the certificate, he must be un-
derstood by law to have taken with it an obligation to do alt those
things Isy which he would constitute himself a proprietor ;
and be subject to all the obligations and liabilities of a proprie-
tor. Then c-me the question whether the law would raise such
a special contract as that in a transaction of this sort? His
Lordship had hard no argument to convince him there could
be any s ich imis:ied contract. The certificate was expressed
with great acibiguity, and he rather suspected with studied
ambiguity. It told the party that if he did certain things he
would become a preprie: or ; namely, if he signed the Parlia-
mentary contract—if he executed the subscribers' agi cement—
and if the Act of Parliament should pass. One argument
that been used was rather eatraordinary. It had been
stated that the brokers, who dealt in these certificates or
securities, found they could not procure so good a sale if they
clearly expressed that which MISS intended on the part of the
vendor. The vendor, meaning that the law should raise such
an agreement as was contended for, did not think fit to ex-
p• ess it, because, if he did, the purchaser would be on his
guard, and would rot enter into such a contract. In con-
clusion, his Lordship said he could not find any such contract
expressed or implied as had been contended for ; and there
being no such agreement, in his opinion, as the plaintiffsought
to have specifically performed, the bill must be dismissed, with
costs.