The Sun.
London, England, 1846-07-10 00:00:00

LAW INTELLIGENCE.

VICE- CHANCERY COURT, July 9.
(Before Sir L. SHADWELL.)
IN RE LONDON, SALISBURY, AND YEOVIL JUNCTION RAILWAY.
Mr. STEVENS applied for payment out of Court of 33,7501.
on the withdrawal of this Bill.
IN RE GREAT GRIMSBY AND SHEFFIELD JUNCTION RAILWAY.
Mr. Emison applied in like manner as to four branches of
this project (the Bill having passed), as follows:-45,0001.,
20,0001., 23,0004 and 3,0001.
IN RE GREAT NORTHERN RAILWAY.
Mr. DEssisoisjapplied in like manner, and on a similar oc-
casion, as to 250,0001.
HARVEY O. COLLETT.
The arguments in this case were resumed.
Mr. WALKER and Mr. HEATniumn appeared in support of
the demurrer, and argued that by the authority of all the
cases on the point, this being on the face of it a bubble com-
pany, and the plaintiff coming in the character of a share-
! holder, could have no equity as against the company. The
Bill was also clearly defective for want of parties, for the
plaintiff, although a shareholder, was not an original sub-
scriber, and could not represent that body, of which he was
not a member; and that, therefore, some of the original sub-
scribers were necessary "parties.
Mr. BETH IC LL, Mr. J. PARKER, and Mr. WELFORD ap-
peared in support of the bill. First, there was a prelimi-
nary objection to the demurrer, which was to the bill of
" Daniel Whittle Harvey, complainant," whereas the bill
was by "D. W. Harvey, on behalf of himself," &c. This
was a Spanish railway, and therefore under Spanish laws,
which made the transfer of scrip legal, and hence the argu-
ment as to the illegality could not hold ; he also stood in the
place of a subscriber. It was on the failure of the under-
taking that he first discovered what had been done, and the
reason why he could not get an allotment was that the
directors were retaining to themselves shares for the purpose
of selling them to profit.
Mr. WALKER was heard in reply.
The VICE-CHANCELLOR said, that it seemed to him the
case came to this very short point—viz., whether the thing
projected by the directors was not, on the 4th of March,
1845, in their knowledge wholly impracticable. This was
very material, because the plaintiff in his bill stated, that
having been influenced by the prospectuses which had been
put forth, he purchased 100 shares, so that such right as he
might thus have to interfere came after the 4th of March,
1845." The bill charged that on the 14th of March, 1845, all
the directors knew the fact that the difficulties to be over-
come were such as to render the formation of the railway to-
tally impracticable, and " that the same then was totally im-
practicable," and it was singular that there was a similar
charge in a preceding part of the bill. It was most positively
alleged that it was not only a bubble, but known by the
directors to be so before the plaintiff became a purchaser.
There was a statement that by an article of the Spanish code
the shares might be transferred, and by another that in an
anonymous company a limited responsibility only was in-
curred by the shareholders ; there was, however, no allega-
tion whatever averring what was the law of Spain. It then
appeared that there were certain grants and concessions by
the Spanish Government, and the Queen herself conde,
scended to become a patron, in company with a long list of
Dukes, Marquises, and Counts. There was no allegation that
the projection of a scheme known to be impracticable could
be carried out any more by the law of Spain than that of
England. It must be taken that at the time of the pro-
spectus being issued the directors knew that the railway
was totally impracticable. If the plaintiff so stated
it, he stated that the defendants were projecting a fraud—
a mere bubble. He (the Vice-Chancellor) was not at
liberty to give such relief as the plaintiff asked by his
Bill. Nor was he at liberty now to say that all the relief
he did ask was to go for nothing, and that he could merely
recover the amount of the value of his shares from the defend-
ants. The demurrer must hold on this general ground; it
was not necessary to enter into the various other questions
which had been made. If it had not appeared to be a fraud
by the directors at the time of issuing the prospectus, the
principle of " Hitchin v. Congreve" would apply. But for
the purpose of overwhelming the directors with the charge