The Sun.
London, England, 1845-12-26 00:00:00

SALE OF RAILWAY SCRIP.
A. question of great interest has recently arisen, 00
which the opinion of the profe-sion is divided ; viz.,
whether the 7th and Bth Victoria, c 110, a. 26, ap-
plies to railway companies, and, consequently, whe-
ther sales of shares by persons not registered as
shareholders of completely registered railway com-
panies, and sales of shares in such companies provi-
sionally registered only are void, and the dealers
subject to penalties. The object of the following re.
Marks is to show that that section does not apply
Section 2 enacts, that except where specially provided
the Act shall not apply to such companies, and they
are not named in section 26. It is for those, there-
fore, who say that section 26 applies, to prove it;
and for those who deny it, to answer the ar-
gument on the other side. The argument
IS this :—railway companies must be completely
registered : section 26 applies to all companies
completely registered—therefore sec. 26 applies to
companies. To this argument there seem
several answers. 1. Assuming that railway com-
tallies, and others which do require an Act of Parlia •
'"ent, must be completely registered, it follows that
all companies, with very few exceptions, must be
completely registered, for it is clear that companies
must be who do not require an Act of Parliament,
See. 2. The excepted companies are banking corn-
Panies and other societies named in that section ;
`° which companies it is expressly declared the Act
131411 not apply in any part. Therefore, sec. 26
is a general enactment as to all to which the Act is
applicable; but the above argument affirms it is a
special provision.
2. The assertion that sec. 26 applies to all companies
completely registered" is founded on the use of those
Words in the first sentence ; but it is obvims that if all
companies to which the Act ix any way applies must
" completely registered," those words are super,-,
.3°113) and the expression " any joint-stock company,
`,,any joint-stock company completely regis-
red, are identical, and it must be conceded that the
itWords " no joint-stock company" would not be a
eial provision as to railway companies. It may be
Id this is giving no effect to the words " completely
'egistered." If that were so, it is using them no
w earring
than the argument referred to, but the true
of the sentence is, "no shareholder in any
'c:Lat-stock company, although or after it is corn •
r,'etely registered," &c. It will also be found that
registered," and " completely registered," are used
discriminately. 3. It is admitted to be a good
Way of construing an Act of Parliament with an ex-
boeering clause, to read every sentence as though
excepting clause was included in it, unless
me contradiction or incongruity follows. If so, the
sentence in sec. 26 would be read, " no shareholder
°f
any joint-stock company completely registered
ande
r this Act, except companies for making rail-
Ys, 'which cannot be carried into execution without
e e authority of Parliament," &c. And it must be
°ceeded, that in such rendering there is nothing
eJatradictory or absurd. Bbt it is said there are
er sections where this test cannot be applied to
i Act. Suppose it could not in some sections, that
no reason why it should not in others. But it is
ne,,Pied that the rule is not universally applicable to
1 Act. One section referred is sec. 23, and it is
' that h 3 words, "and also in the case of compa-
*o's far making railways," &c., show that the first
hrt, cls in the section, " any company," include rail-
th-"7 companies. This argument admits that but for
te" Words " and also," and what follows, railway
wallianies would not be within that section ; and it
thotild be admitted, that if, instead of " and also,"
eeere had been a fresh enactment, giving railway
birenPanies the powers previously given to compa-
kr„ in general, then there would have been no
siOnd for holding railway companies to be in-
hs'ed in the words "any company." So the same
fiiigl,ssion should be made if after the words "and
there had been these words, "in addition to the
Nrernentioned powers, in the sword of companieslse
tliea " g railways, ' &c.; but the s an a
pos nA exactly the same thing without as with the sup-
tieeg words. The beforementioned rule of construc-
t therefore, is perfectly applicable to this section ;
a first
the part does not apply to railway companies;
W(rds " and also" (at the outside) incorporate all
th:3:isions of the first with the second part; and even
htiLtilay be doubtful, for it is a great question if
poi ways can act " provisionally" otherwise than as
sp,Led out in the latter part of the section 4th. The
serrnent assumes, that railway companies must be
he"'Pletely registered ; but this is not so. There is
tel Press enactment that any company shall com-
%el
ste 'Y register ; the only way in which companies
Pre °rllpelled so to do, is that they can only act
cor:isionally till they are, sec. 7. But railway
ap PaA flies may do everything necessary to obtain
without complete registration, sections
are 4o ; and when they have their Act, then they
tote, longer subject to the provisions of the sta-
Squestion. It is true, railway companies
uoqsgister completely, sec. 9 ; but they are not
kici:l, to do so ; and the expression in sections 10
Pleteil, and others, " joint-stock companies com-
Patii registered under this Act, except such com-
lis es as shall have been incorporated by Act of Par-
th,,,ent after complete registration," while it shows
okr. May so register, shows also that Acts may be
ii4rlned without such' registration, or the words in
thall are idle. 5. The enactment that no shareholder
to receivei a dividend is ridiculous when applied
4sst--„way companies ; which cannot act (see the
thori Prpiso as to such companies, see. 25) till au-
ks :al,' /I' a particular statute, at which time they
j° Longer subject to the statute in question, sect.
o ast proviso. And it is totally inapplicable
itisc,„(4Panies incorporated by statute after their
tiob:Pnration, so that there is an inevitable excep-
in it, notwithstanding its supposed ge-
%tit' V. Moreover, a railway company would be
hiltld to complete registration, with no other deed
testit:rtle subscription contract (sec. 9). As far as in-
tipph, I Can be guessed at, sec. 26 was not intended to
tole .to railway companies. The prior sections apply
k's.ctiMes to one, sometimes to both classes of com-
:e,
b*. Those which require an Act of Parliament
sthejought to the condition of applying for it, the
ti 5443,, are brought to a working condition, and sec-
klisii`,6tb, and the following, regulate the working of
ippi latter companies. It is certain sec. 27 does not
terri to railway companies, yet the argument re-
st jesCi i 3 as good to show it does, as to show sec. 26 dces.
41 nu judicial ground for expounding the Act, but
• tZ3' be observed that in the margin of sec. 26
di▪ "0 word " shareholders ;" in that of 27,
IsetTeetors ;" 28, " auditors ;" and so of other
its ; showing that in the mind of the ab-
kphrkor of the sections, sec. 26 and the following were
khreable to the same companies, one regulating
d tehol y ers, others directors, other auditors. 7. It
bii° means follows that if the first part of sec. 26
4e ea to railway companies, the latter part does.
Words " and further," are found for nearly the
41)(41111e in a statute, to connect one enactment with
,ser ; they seem intended to make a sort of pro-
Sot s'n a power to transfer shares, which, however, is
lorciefore given by the Act; therefore they are unapt
Net But taken as the beginning of a substantive
Nhruent, not limiting anything going before, the
Ltiniruction of the clause will not be affected by its
1)448' Stuck into sec. 26, when it might as well have
anywhere else. As a proviso its true place is in
I,t, 4. 44 ; which, however, it contradicts. Moreover
A the enal clause, not to be unnecessarily extended.
be f e grounds it is contended that there is no rea-
Stki Or holding sec. 26 to apply to railway companies,
many hold it does not.—Morning Paper.

'4ILWAY SHARE MARKETS.
STS EDINBURGH, DEC. 23.
57,s EXCHANGE.-The sales are-Aberdeen, 4/. 155.-
Ilp Banff, and Elgin, 21.-Airdrie and Bathgate,
Arbroath and Forfar, 251.-Ditto, Half Shares,2
;:_,,:prMagh and Portrush, 1/. 155.-Ayr and Dumfries,d el.
:Yr and Galloway, 2/ 55.-Banffshire,ll. 175.6 .-31134 s
County Down, 31-British and Irish Union,
n."kt4.e(lonian, ex new, 12/. 155.-Ditto,"New, 31.-Cale
t,7,114118„ i°ll, 2/. 18s.-Caledonian and Dumbarton,
61,41 and Northern Direct, 2/. 155.-Cambridge and Lin-
-ICaa and West Linton, 1/. 14s.-
2(6.-"ford and Bury, 1/. 12s. 6d.-Clydesdale Junctio.n,
K) 6d_---Cornwall and Devon, 1/. 155.-Deeside
los.-Direct Northern, 21.-Dublin and Enniskillen,
)l-
-11 78i
-,6d.-Dundee and Arbroath, 35/. IN.-Ditto, New.
I:t'sl,4"utldee and Forfar Junction, 1/. ss. 6d.-Dundee and
ex n 71.-East Coast of Scotland, 2/. 135.-East
sbut,',,re, 155.-Fast Fst Lothian Central, 1/. 17s. 6d.-Edin-
-40/,'','lnd Bathgate,s.-a 3/.-Edinburgh and Glasgow, ex news,
bt7'it,„''''itto Half Shares, 161. 10s.-Ditto, Quarters, 16/. 10s.
BeNew, 131.-Edinburgh, Glasgow, and Dumbarton,
I‘l,'-dinbur'gh and Leith Atmospheric, 1/. 14s. 6d.-Edin-
-1- Leith Atmospheric Direct, 1/. 155.-Edinburgh,
itih' 'nu Granton 21/. IN.-Ditto, Preference, 18/. 108.-
016,-4Ni' and Nor'thern, 3/. is -Ditto, Newport, 1/. 25.-
Lochgelly, 1/. 10s.-Edinburgh. and Peebles,
Portobello,
Itrii•gli and Perth, 41. 7s. 6d.-Edinburgh,
R,-,QII-11sselburgli, 1/. 10s.-Forth and Clyde Junction,
.'4(2'w and Ayrshire, 671.-Ditto, New Stock, 17/. 175..
1/I;>ritto,
Quarter Shares, 16/. 155.-Glasgow and Belfast
6sti°ll„',4-----Glasgow Dumfries, and Carlisle,
,2/.
bundee Junction, 21.-Glasgow and Garnkirk, 45/.
I);4l,'',°‘v and Greenock, 21/.-Ditto, New Stock, 10/. 15s.
(101)`°7 Preference, 2/. 55.-Glasgow harbour Grand Junc-
i4a-T,
on- Harbour Mineral, 2/. 7s. 6c1.-Glas-
'Nlp gand Ardrossan, 3/. 55.-Glasgow, Strat-
-444.Gr,-;%44,1 Lestnaha row, 31.-Granton Junction, V. 25., 6d.
-' Count D g-6d.-Great North of Scot-
-3' • "n' • lis -Inverness and
• gin Great orth and South Wales, ..
Ittld .1' I`' 153.-Lanark and Galloway, 11.175. 6d. Lanark
oil ,othians, 2/. 129-Larne and Ballymena; 2/. 25.-Lon-
ts.,V'd llounslovt, .
21.-London and Manchester (Rem.), 21.
1,41)(1 IV•ndon and Manchester (Ilastriek), 4/. 10s.-London
‹,aate,..,lndsor, 11.-Lotidon and York, 4/. 55.-Midland an
ti'lll4l.l.ge'nev.ounties, 2/. 7s. Gd.-Morayshire, 11.-Newcastle
lek, 'U.-Newry and Londonderry, 2/.-.l\ ort
24/.--Ditto, Halves 5/. 10s.-Ditto, Extension to
Ca
sle, 2/. n
t- "'• 6d.--Ditto Ex, tension to Dalkeith, 5/. 17s. 6d.
birc,°l-11 Wales Mineral New 4/. 75.-Perth and Crieff eerlier'a, 2/,
Is.-Perth and Inverness,' 1/. 15s. 6d.-Scottish
Lint), 10s.-Scottish Central and Caledonian Junc-
nreslter' 14s. 6d-Scottish Midland, .51.-Scottish North.i
bS6l.lth- 145.-Scottish South Midland, 2t. Is.-Scottish
'nrn, 2/. 58.-Strewslsory and Hereforo, 1!.-Shrews-
k. '-'4wetr.Y9 and Chestd, 4/. 17t;. 6d.-South Midland, i
kicC---Stirling and Dunfermline, 21. 10s. 6d.-Stirling and
titul aP' Strathern Junction, 2/. 1 lg.-Surrey Grand
v.i.eion, IL 2s. 6d.-Tean and Dove Valley, 1/. 155.-Tyne 1
ILLIVF 11. 188.-Wi4haw and COtnees, 501.