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

IMPORTANT OPINION OF THE
SOLICITOR-GENERAL AND MR. PITT TAY-
LOR, UPON RAILWAY LIABILITIES.

(From the Sunday Times.)
CASE.

The opinion of counsel is requested on the following
case :

Among the numerous railway projects we have se-
lected three, which we will call the A, B, and C Rail-
ways.
The Provisional Committees, in advertising these lines,
set forth the advantages to be derived, and then give
the following form of request to be made by applicants
for shares :

" THE • A' RAILWAY FORM OF APPLICATION FOR SHARES.

" To the Provisional Committee of the ' A' Railway.
" Gentlemen,—l request you will allot me
shares, of 201. each, in this company, and I agree to
accept the same, or any smaller number which may be
alloted to me, to pay the deposit thereon, and execute
the Parliamentary contract and subscribers' agreement,
when required.
Dated this 1845.

day of
Name in full..

Occupation or Professi,n
Residence

Reference
The same form of request is also given in the `l3' and
C' Railways.
A gentleman named Z. filled up and signed, and sent
to each of the committees of three railways, a request for
fifty shares.
Shortly afterwards he received from the secretary of
railway A' the following letter.
"A' RAILWAY COMPANY. DEPOSIT, 52!. 108.

" Ist October, 1845.
" Sir,—l am directed by the Committee of Manage-
ment of the A' Railway Company to inform you that
twenty-five shares in this company have been allotted to
you, and that the deposit of 21. 2s. per share, amounting
to the above sum, must be paid tc) one of the undermen-
tioned bankers on or before Wednesday, the 25th instant,
or such allotment will be void.

" This letter, with the banker's receipt at foot, must
be exchanged for scrip certificate upon the execution of
the subscribers' agreement and Parliamentary contract,
which will lie for signature, &c.—l am, Sir, &c.,
" N. M., Secretary."
Then follows the names of several bankers appointed
to receive deposits.
" From the • B' Railway Mr. Z. received a similar
letter, signed by the secretary of the company, with the
variation that instead of the words "or such allotment
_ _

will be void," the words " in default of which this allot-
ment will be cancelled, and the shares disposed of to other
applicants" are used.
" And from the ' C' Railway Mr. Z. received a letter
from the secretary of the company as follows :
" The Managing Committee of the C' Railway have,
at your request, allotted you 25 shares of 20/. each, on
condition that you pay a deposit of 21. 2s. per share on or
before Saturday the 7th instant, to one of the under-
mentioned bankers, &c.

It will be seen that the last letter of allotment says
nothing about the allotment being " void " or "can-
celled," if the deposits are not paid, but makes a com-
plete contract, on condition of the deposit being paid by
a given day.
Before Mr. Z. had paid th© deposits, or signed the
subscription contracts or Parliamentary deeds, a panic
arose in the railway share market, and all, or most of
the new schemes having gone to a discount, he has de-
clined to take up the shares and to pay the deposits
thereon, and he has received letters from the solicitors of
the company threatening proceedings to compel him to
comply with the letters of request, and he now wishes
the advice of counsel how far he is liable in respect of
such letters.

Firstly.—Have the Provisional Committees any and
what remedy against Mr. Z. to compel him to take up
the shares allotted to him, and to pay his deposits
thereon, and to sign the Subscribers' and Parliamentary
Contracts ?

If you should be of opinion that the Provisional Com-
mittees have such remedy, must they sue in law or in
equity ?
Seeing that if the letters of request and the answers
should be held to be binding contracts, do they not
constitute a partnership between himself and the Pro-
visional Committee and shareholders at large ?

Secondly—Referring to the terms of the letters re-
ceived from the A' and B' Railway Committees de-
claring that upon non-payment of the deposit " the
allotment will be void" in the 'A' Railway, and " can-
celled, and the shares disposed of " in the B' Railway ;
and to the condition of payment in the C' Railway—is
it competent to Mr. Z. to elect not to comply with the
terms of the letters of allotment, and thus to make void
or cancel his contract ; or, is such election in the Com-
mittees alone?

Thirdly--Assuming that there is a sufficient contract
in these several railways to bind Mr. Z.; and that he
cannot make void or cancel his engagements by non-
compliance with the letters of allotment, will it be a
good ground of defence to any proceedings that may be
taken against him if the names of responsible and in-
fluential parties have been put upon the Provisional
Committees without their knowledge or consent ; or,
that exaggerated and untrue statements of the profits
and advantages to arise to the shareholders have been
published by the Committees to induce parties to sub-
scribe for shares?

And generally, be pleased to suggest to Mr. Z. any
steps he may safely take to save himself from the con-
sequences of his having made application for shares, it
being more than probable that neither of the said lines
will be able to carry their said Bills through Parliament.