The Sun.
London, England, 1845-12-08 00:00:00

to receive deposits.
" From the B' Railway Mr. Z. received a
letter, signed by the secretary of the company, w" eat
variation that instead of the words " or such allot
will be void," the words " in default of which thisouTor
meet wi:l be cancelled, and the shares disposed of W
applicants" are used.
" And from the ' C' Railway Mr. Z. received a -letter
from the secretary of the company as follows :-- ‘OB,
" The Managing Committee of the C' Raga's,' ill." 00
at your request, allotted you 25 shares of 201. OAR:, of
condition that you pay a deposit of 2/. 2s. per share odor
before Saturday the 7th instant, to one of the tin
mentioned bankers, &c.
It will be seen that the last letter of allotra.-a„-e ,tr
nothing about the allotment being o void ° or e-or
celled," if the deposits are not paid, but makes aid
plete contract, on condition of the deposit being Psi
a given day. a the
Before Mr. Z. had paid the deposits, or signseanie
subscription contracts or Parliamentary deeds, host of
arose in the railway share market, and all, or 10 de,
the new schemes having gone to a discount, hehtisnasitS
dined to take up the shares and to pay the of
thereon, and he has received letters from the soli, ell'?„ to
the company thieatening proceedings to compel
wishes
comply with the letters of request, and he now
the advice of counsel how far he is liable in resr"
such letters. 001
Firstly.—Have the Provisional CommitteesPe- eOP
what remedy against Mr. Z. toconipel him to site
the shares allotted to him, and to pay his delleff
thereon, and to sign the Subscribers' and Parlitinis
Contracts ? Cotr
If you should be of opinion that the Provisional t
mittees have such remedy, must they sue in law
equity ?
Seeing that if the letters of request and the siligitteret
should be held to be binding contracts, do tbeffeer
constitute a partnership between himself and the
visional Committee and sharehAders at large ? ore
Secondly—Reforing to the terms of the letter de,
ceived from the A' and B' Railway Comtei !I, the
daring that upon non-payment of the deposit
allotment will be void" in the A' Railway, snueof
celled, and the shares disposed of " iu the ` B'
and to the condition of payment in the `C' Rail th ire
it competent to Mr. Z. to elect not to complY wi
void
terms of the letters of allotment, and tlius to 03$'cear
or cancel his contract ; or, is such election in the
mittees alone? DOG/
Thirdly—Assuming that there is a sufficient CO-- gbe
ri
in these several railways to bind Mr. Z., an-64 Of
cannot make void or cancel his engagementsivithe
compliance with the letters of allotment, wila,„ol
do
good ground of defence to any proceedings that is;
tdten against him it the names of responsible $.6i000
fluential turtles have been put upon the Pre`rit
Cotnurttees without their knowledge or coos° to
that exaggerated and untrue statements of the eP bees
and advaotages to arise to the shareholders hafe sub'
published by the Committees to induce parties t'
scribe f,ir shares? sill
%.
Ani generally, be pleased to suggest to Mr., con'
steps be may safely take to save himself from "'ere, IS
sequences of his having made application fOr *bfi4a
b ink; more than probable that neither of the st:;000"
,vill be ab-o to curry their said Bills through par-
TUE SOLICITOR-GENERAL'S OPINION. for
With respect to the first question stOmitted
sector
opb!ion, we arc unble to .ay how far the Pr(
:§6,_!l,
which had been issued by each company InaY
„Vibe riv
affect the contract entered into bet a een z. au" P.
visional Committee of each company ; but if such
sp,ctus be legal and conformable to. and autht'„otre°
contract., Z is bound by his agreement. It is a %Wel
to become a partner to the extent of tsventy•tived orioe
in a eo-partn -rship recognised by law.—See and
c. 110, Joint-SR& Company Act. 'ffieuleh
Many, and great practical and technical di
opg
however, would surround and impede any Ow At 111°
enforce the contract, either at lew or in equit,.. .fia Ab
every contracting party must be a co-plalietia, Pio esom
are the contraciing parties, or promises, must".,„o3eatt
case, depend upon the prospectus and adverti;esset
and other matters preceding and attending the
ir bill 1°
In equity, tee), the plaintiff's must name in the the d_e.;
spec:lie periorinLuce all the persons with wheilijo,
fendant has contracted to enter into partnertnriti sly
must further allege and prove that all such Per goof
ready and willing b
u" to become his co-partnero•oo b!).
other ditliculiies must also arise, whichev CO`Linotrg
adopted, and we cannot see how either could or
sucres.9ful.
Second Question—The election es to ferfe.itiliscb°
cancellation could be in the company, and not; hie OP
would not be alt .wed to take advantage °
$0
breach of the agreement. deface tial
Third Q iestio I—lt would be a good
any action that the names of responsible an / ehold't;
persons had been published as directors or shs,S__ noire
when, in fact, they were unconnected with tuwhirostial,
if it could shown that Z. knew of such Ptl*betber
and was induced thereby to apply for share!. ';he coc
exaggerated or untrue statements would vitiate eats. ;a
tract depends upon the nature of such stateu'ho ma
they were untrue to the knowledge of those.e9d, set,
them, and were m t real, and calculated to law
if, moreover, the purchaser had, either wholly' or Plifth..lo4/-
been induced by them to enter into the
__et ow
would amount to a fraud, whereby such contra
01,
be vitiated. . uiesee.9l
Fourth Question—We advise Z. to remain ?jest b 1
and if any legal proceedings be instituted sg'
to defend himself. FITZROY NE 111 f.
J. PITT TA.D4v
Temple, Dec. 6, 1845.
Asa Of tile,

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4
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