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 tha following
case :

Among the numerous railway projects we have se-
lected three, which we will call the A, J 3, 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 smeller 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 'B' sand
C' Railways.
A gentleman named Z. filled up and signed, and sent
to each of the committees of three railways, a request for
fit ty 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 2/. 2s. per share, amounting
to the above sum, must be paid t_.> one of the undermen-
tioned bankers on or before Wednesday, the 25th instant,
or such at latent 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 eontract,
which will lie fur 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-
meet wid be cancelled, and the shares disposed of to ether
applicants" are used.

-4"
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 201. 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 SCCR 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 the 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 curry their said Bills through Parliament.

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.,
c. 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 fur 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 orin 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 beinstituted against him
to defend himself.

FITZROY KELLY.
J. PI rr TAYLOR.

Temple, Dec. 6, 1845.

RAILWAY SHARE MARKETS.
BRISTOL, DEC. 6.

STOCK ExcitANGEl—The sales ars—Bristol and Exeter,
Ditto, New, 534—Midland, New, 1814—Vale of Neath,
31. 13s. 9d.

SHEFFIELD, DEC. 6.
STocx EXCHANGE.—The sales are--Grand Union, 13/4—
Manchester, Midland, and Great Grimsby, 2%—Wakeffeld
and Harrogate, DA—Sheffield and Manchester, Quiuur
Shares No. 3., 53/4—Sheffield and Manchester, 119—South
Wales, 3%.
EDINBURGH, DEC. 5. _

SA
beTr°ccleKen,El3xacnufra,Naciniid.-ETlghien,sa2lle.-s" a-erd
AreirdriAebanaeriin 4
a,
thg'. lat
e, 21.
55.-Arbroath and Forfar, 251.-Ditto, Half Shares, 151.-
Armagh and Portrush, 11. 153.-Ayr and Dumfries, 21.
155.-Ayr and Galloway, 2/. 55.-Banffshire, 2/. 55.-Belfast
and County Down, 31.-British and Irish Union, 3/. Bs.-
Caledonian, 121.-Caledonian Extension, 3/..-Caledonian and
Dumbarton, 3L-Caledonian and Northern Direct, 3/. Os. 6d.
-Cambridge and Lincoln, 4/. 55.-Carnwarth and West Lin-
ton, 1/. 145.-Chelmsford and Bury, 1/. 12c 6d.-Clydesdale
Junction, 191.-Cornwall and Devon, 21.
.8c -Deeside
Rail
way, 5/. 10s.-Direct Northern, 21.-Dublin and Enniskillen,
4/. 7s. 6d.-Dundee and Arbroath, 35/. 10s.-Ditto, New,
35.-Edinburgh and Bathgate,
171.-Dundee and Perth, 61. 178. 6d.-East of Fife, 2/.-
3L-Edinburgh and Glasgow,
East Coast of Scotland, 2/. 135.-East Lothian Central, 2/.
ex new, 65L-Ditto, Half Shares, 15/. 10s.-Ditto, Quar-
ters, 151. 10s.-Ditto, ditto, New, 121. 103.-Edinburgh,
Glasgow, and Dumbarton,lBs.-Edinburgh and Leith Atmos-
pheric, 2/. 55.-Edinburgh and Leith Atmospheric Direct,
1/. 155.-Edinburgh, Leith, and Granton, 211. 108.-Ditte,
Preference, 181.105.-Edinburgh and Northern, 41.75.-Ditto,
Newport, 1/. Bs.-Ditto, Lochgelly, 1L 14s. 6d.-Edinburgh
and Peebles, ex new, 2/. 25.-Edinburgh and Perth, 4/. 173.
6d.-Edinburgli, Portobello, and Musselburgb, 1/. 105.-
Forth and Clyde Junction, 2/. 53,--Glasgow and Ayrshire,
70'.-Ditto, New Stock, 234-Ditto, Quarter Shares, 211.
12s. 6d.-Glasgow and Belfast Union, 2/. ls.-Glasgow,
Dumfries, and Carlisle, 2/. 55.-Glasgow and Dundee Junc-
tion, 2/. 55.-Glasgow and Garnkirk, 45L-Glasgow and
Greenock, 211.-Ditto, New, 10/. 155.-Ditto, Preference, 2/.
55.-Glasgow Harbcur Grand Junction, 21. 10s.-Glasgow
Harbour Mineral, 2/. 193.-Glasgow, Kilinaniock, and Ar-
drossan, 2/. 12s. 6d.-Glasgow, Strathaven, and Lesmahagow,
31.-Granton Junction, 2/. 10s.-Great County Down, 2/. 12s.
6d.-Great North of Scotland, 2/. 155.-Great North and
South Wales, 12s. 6d.-Inverness and Elgin, U. 153.-Lanark
and Galloway, 2/. 103-Lanark and Lothians, V. 17s. 6d.
-Larne and Ballymena, 2/. 25.-London and Hounslow, 2/.
-London and Manchester (Rem.), 31. 55.---London and Man-
chester (Rastrick), 5/. 105.--London and WindsUr,
Louth)* and York, 4L 55.-Midland and Eastern Counties,
21. 7s. 6d.--.,Morayshire, 1/.--,Nawcastle and Berwick, W.
--Newry and Londonderry, 21. 103,-North British, ex
new, 221. 10s.-Ditto, Halves, ex new, W. 10s.-Ditto, Ex-
tension to.Carlisies, 2/. 98.-Ditto, Extension to Dalkeith,
6/. 55.-North Wales Mineral, Now, 4/. 7a.-Perth and Crieff
Direct, 2/. 25.-Perth and Inverness, 1/. 195.-Scottish Cen-
tral, 141.-Scottish Central and Caledonian Junction, 21.-..
Scottish Midland, 3L-Scottish North Western, 1/. 155.-
Scottish South Midland, 21. 45.-Scottish Southern, 2/. ss.
-Scottish Western, 2/. 105.-Shrewsbury and Hereford,
173. 6d.-Shrewsbury, Oswestry, and Chester, 61.-South
Midlanel, 6/. 7s. 6d.-Stirling and Dunfermline. 2/. 105.-
Stirling and Midland, 21. 175.-Strathern Junction, 31. ss._
Surrey Grand Junction, 11. 2s. 6(1.-Te4ll a d Dotre
11 1 )J. --Tyne Valley, 11. 184.-.Wishaw and Callum, 524 10s,