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

THE SOLICITOR-GENERAL'S OPINION.

With respect to the first question submitted for our
opinion, we are unable to say how far the prospectus
which bad been issued by each company may qualify or
affect the contract entered into between Z. and the Pro-
visional Committee of each company ; but if such pro-
spectus be legal and conformable to, and authorise the
contract, Z. is bound by his agreement. It is a contract
to become a partner to the extent of twenty-five shares
in a co-partnership recognised by law.—See 7 and 8 Vic.,
a. 110, Joint-Stock Company Act.
Many, and great practical and technical difficulties,
however, would surround and impede any attempt to
enforce the contract, either at law or in equity. At law
every contracting party must be a co-plaintiff, and who
are the contracting parties, or promises, must, in each
case, depend upon the prospectus and advertisements,
and other matters preceding and attending the contract.
In equity, too, the plaintiffs must name in their bill for
specific performance all the persons with whom the de-
fendant has contracted to enter into partnership, and
must further allege and prove that all such persons are
ready and willing to become his co-partners. Many
other difficulties must also arise, whichever course be
adopted, and we cannot see how either could be ultimately
successful.
Second Question—The election as to forfeiture or
cancellation would be in the company, and not in Z, who
would not be allowed to take advantage of his own
breach of the agreement.
Third Question—It would be a good defence to
any action that the names of responsible and influential
persons had been published as directors or shareholders,
when, in fact, they were unconnected with the project,
if it could be shown that Z. knew of such publication,
and was induced thereby to apply for shares. Whether
exaggerated or untrue statements would vitiate the con-
tract depends upon the nature of such statements. If
they were untrue to the knowledge of those who made
them, and were material, and calculated to mislead, and
if, moreover, the purchaser had, either wholly or in part,
been induced by them to enter into the contract, they
would amount to a fraud, whereby such contract would

vitiated.
Fourth Question—We advise Z. to remain quiescent,
and if any legal proceedings be instituted against him
to defend himself.
—____

Temple, Dec. 6, 1845.

FITZROY KELLY.
J. PITT TAYLOR.

RAILWAY SHARE MARKETS.
BRISTOL, DEC. 6.

STOCK EXCHANGE.—The sales are—Bristol and Exeter,
Ditto, New, 53A—Midland, New, 18 —Vale of Neath,
31. 13s. 9d. _

SHEFFIELD, DEC. 6.
STOCK EXCHANGE.—The sales are—Grand Union, 1%--
Manchester, Midland, and Great Grimsby, 2%—Wakeffeld
and Harrogate, 2%,—Sheffield and Manchester, Quarter
Shares No. 3., 53/I—Sheffield and Manchester, 119—South
Wales, 3.36.

EDINBURGH, DEC. 5.
STOCK EXCHANGE.-The sales are-Aberdeen, 4'. 10s.-
Aberdeen, Banff, and Elgin, 21.-Airdrie and :13athgate, 21.
55.-Arbroath and Forfar, 251.-Ditto, Half Shares, 15/.-
Armagh and Portrush, 1/. 155.-Ayr and Dumfries 2/.
155.-Ayr and Galloway, 21.5x.-Banffshire, 2/. 55.-Belfast
and County Down, 31.-British and Irish Union, 3/. Bs.-
Caledonian, 12/.-Caledonian Extension, 3/.- Caledonian and
Dumbarton, 3L-Caledonian and Northern Direct, 31. Os. 6d.
-Cambridge and Lincoln, 4/. 55.-Camwarth and West Lin-
ton, 1/. 145.-Chelmsford and Bury, 11. 12s. 6d.-Clydesdale
Junction, 191.-Cornwall and Devon, 2/. Bs.-Deeside Rail
way, 5/. 10s.-Direct Northern, 21.-Dublin and Enniskillen,
4/. 7s. 6d.-Dundee and Arbroath, 35/. 10s.-Ditto, New,
M.-Dundee and Perth, 6L 17s. 6d.-East of Fife, 2/.-
East Coast of Scotland, 2/. 135.-East Lothian Central, 2/.
35.-Edinburgh and Bathgate, 3/.-Edinburgh and Glasgow,
ex new, 65/.-Ditto, Half Shares, 151. 10s.-Ditto, Quar-
ters, 151. 10s.-Ditto, ditto, New, 121. 10s.-Edinburgh,
Glasgow, and Dumbarton,lBs.-Edinburgh and Leith Atmos-
pheric, 2/. 55.-Edinburgh and Leith Atmospheric Direct,
11. 155.-Edinburgh, Leith, and Granton, 21/. 10s.-Ditte,
Preference, 18/Aft-Edinburgh and Northern, 41.75.-Ditto,
Newport, 1/. Bs.-Ditto, Lochgelly, 1/. 145. 6d.-Edinburgh
and Peebles, ex new, 2/. 28.-Edinburgh and Perth, 4/. 17s.
6d.-Edinburgh, Portobello, and Musselburgh, 1/. 10s.-
Forth and Clyde Junction, 2/. 55.-Glasgow and Ayrshire,
701.-Ditto, New Stock, 23/.-Ditto, Quarter Shares, 211.
12s. 6d.-Glasgow and Belfast Union, 2/. ls.-Glasgow,
Dumfries, and Carlisle, 21. 55.-Glasgow and Dundee Junc-
tion, '2l. 55.-Glasgow and Garnkirk, 45L-Glasgow and
Greenock, 211.-Ditto, New, 10/. 155.-Ditto, Preference, 2/.
55.-Glasgow Harbour Grand Junction, 2/. 10s.-Glasgow
Harbour 111ineral, 2/. 195.-Glasgow, Kilmarnock, and Ar-
drossan, 2/. 12s. 6d.-Glasgow, Strathaven, and Lesmahagow,
31.-Granton Junction, 2/. 10s.-Great County Down, 21. 12s.
6d.-Great North of Scotland, 2/. 155.-Great North and
South Wales, 12s. 6d.-Inverness and Elgin, 11.155.-Lanark
and Galloway, 2/. 10s.-Lanark and Lothians, D. 17s. 6d.
-Larne and Ballymena, 2/. 25.-London and Hounslow, 21.
-London and Manchester (Rem.), 31. 55.-London and Man-
chester (Rastrick), 5/. 10s.-London and Windsor, 11.-
London and York' 41. 55.-Midland and Eastern Counties,
21. 7s. 6d.-Morayshire, 11.-Newcastle and Berwick, 11/.
-Newry and 'Londonderry, 21. 10s.-North British, ex
new, 221. 10s.-Ditto, Halves, ex new, 51. 10s.-Ditto, Ex-
tension to'Carlisles 2/. 95.-Ditto, Extensiou to Dalkeith,
6/. 55.-North Wales Mineral, New, 4/. 75.-1 erth and Crieff
Direct, 21. 25.-Perth and Inverness, 1/. 195.-Scottish Cen-
tral, 14/.-Scottish Central and Caledonian Junction, 2/.-.
Scottish Midland, 31.-Scottish North Western 1/. Ms.--
Scottish South Midland, 2/. 45.-Scottish Southern, 2/. ss.
-Scottish Western, 2/. 10s.-Shrewsbury and Hereford,
17s. 6d.-Shrewsbury, Oswestry, and Chester, 6/.-South
Midland, 6/. 7s. 6d.-Stirling and Dunfermline. 2/. 10s.-
Stirling and Midland, 2/. 175.-Strathern Junction, 3/. 58.-
Surrey Grand Junction, 1/. 2s. 6d.-Tean and Dove Valley,
it 13.a.--Tyne Valley, 1/.185.-Wiaharr and Coltness, 521. 108.

GLASGOW, DEC. 5.
STOCK EXCIIAXGE.—The sales are—Aberdeen, s—Aber-
deen, Banff, and Elgin, 38s.—Airdrie and Batligate, 555.
British and Irish Union, 70s.—Caledonian Extension, 60s.—
Caledonian and Ayrshire Junction, 38s.—Caledonian and
Dumbartonshire Junction, 45s.—Clydesdale Junction, 181.—
Dundee and Forfar Junction, 62a. 6d.—Glasgow and Belfast
Union, 43s.—Glasgow, Kilmarnock, and Ayr, New, 18/.
Glasgow, Kilmarnock, and Ardrossan, 63s.—Lanark and
Lothians, 575. 6d.—Scottish Central, 131.—Scottish Central
and Caledonian Junction, 36s.—South Midland, 51.—Stirling
and Dunfermline, 455. Strathearn Junction, 50s.
lIULL, DEC. 6.
STOCK EXCHANGE.—The sales are—London and Croydon,
18%—Armagh, Coleraine, and Portrush, I%—Grand Union,
28s. 9d.—Hull and Barnsley Junction, 42e.—London and
Birmingham Extension, 114—London and York, 3% —Not-
Erewash, Sec.. 2%—Nottingham, Belvoir, and Gran-
tham, 214—North Western, 3/. ls.—North Staffordshire,
Si. 4s. 6d.