The Sun.
London, England, 1845-12-27 00:00:00

SALE OF RAILWAY SCRIP.

A question of great interest has recently arisen, on
which the opinion of the profesion is divided ; viz.,
whether the ith and Bth Victoria, c. 110, s. 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
railway companies. To this argument there seem
several answers. 1. Assuming that railway com-
panies, and others which do require an Act of Parlia-
ment, 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,
sec. 2. The excepted companies are banking com-
panies, and other societies named in that section ;
to which companies it is expressly declared the Act
shall 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 obvious that if all
companies to which the Act ix any way applies must
be " completely registered," those words are super-
fluous, and the expression " any joint-stock company,"
and " any joint-stock company completely regis-
tered," are identical, and it must be conceded that the
words " no joint-stock company" would not be a
special provision as to railway companies. It may be
said this is giving no effect to the words " completely
registered." If that were so, it is using them no
worse than the argument referred to, but the true
meaning of the sentence is, "no shareholder in any
joint-stock company, although or after it is com •
pletely registered," &c. It will also be found that
" registered," and " completely registered," are used
indiscriminately. 3. It is admitted to be a good
way of construing an Act of Parliament with an ex-
cepting clause, to read every sentence as though
the excepting clause was included in it, unless
some contradiction or incongruity follows. If so, the
sentence in sec. 26 would be read, " no shareholder
of any joint-stock conipany completely registered
under this Act, except companies for making rail-
ways, which cannot be carried into execution without
the authority of Parliament," &c. And it must be
conceded, that in such rendering there is nothing
contradictory or absurd. But it is said there are
other sections where this test cannot be applied to
this Act. Suppose it could not in some sections, that
is no season why it should not in others. But it is
denied that the rule is not universally applicable to
this Act. One section referred is sec. 23, and it is
said that the words, "and also in the case of compa-
nies for making railways," &c., show that the first
words in the section, " any company," include rail-
way companies. This argument admits that hut for
the words " and also," and what follows, railway
companies would not be within that section ; and it
would be admitted, that if, instead of "and also,"
there had been a fresh enactment, giving railway
companies the powers previously given to compa-
nies in general, then there would have been
.no
ground for holding railway companies to be In-
cluded in the words " any company.
So the same
admission should be made if after the words " and
also," there had been these words, "in addition to the
beforementioned powers, in the case of companies for
making railways," &c.; but the words " and also"
mean exactly the same thing without as with the sup-
posed words. The beforementioned rule of construc-
tion, therefore, is perfectly applicable to this section ;
the first part does not apply to railway companies;
the words " and also" (at the outside) incorporate all
provisions of the first with the second part; and even
this may be doubtful, for it is a great question if
railways can aCt "provisionally" otherwise than as
pointed out in the latter part of the section 4th. The

es
!argument assumes, that railway cornpan: must be
,completely registered ; but this is not so. There is
no express enactment that any company sh,lll com-
pletely register; the only way in which con, =lies
are compelled so to do, is that they can ont)" act
provisionally till they are, sec. 7. But rails, "7
companies may do everything necessary to olytea.n
an Act, without complete registration, sections
25, 26 ; and when they have their Act, then they
are not longer subject to the provisions of the sta-
tute in question. It is true, railway companies.
may register completely, sec. 9 ; but they are not
bound to do so ; and the expression in sections 10
and :11, and others, ",joint-stock companies com-
pletely registered under this Act, except such com-
panies as shall have been incorporated by Act of Par-
liament after complete registration," while it shows
they may so register, shows also that Acts may be
obtained without such registration, or the words in
italic are idle. 5. The enactment that no shareholder
shall receive a dividend is ridiculous when applied
to railway companies ; which cannot act (see the
first proviso as to such companies, sec. 25) till au-
thorised by a particular statute, at which time they
are no longer subject to the statute in question, sect.
25, last proviso. And it is totally inapplicable
to companies incorporated by statute after their
incorporation, so that there is an inevitable excep-
tion in it, notwithstanding its supposed ge-
nerality. Moreover, a railway company would be
entitled to complete registration, with no other deed
than the subscription contract (sec. 9). As far as in-
tention can be guessed at, sec. 26 was not intended to
apply to railway companies. The prior sections apply
sometimes to one, sometimes to both classes of com-
panies. Those which require an Act of Parliament
are brought to the condition of applying for it, the
others are brought to a working condition, and sec-
tion 26th, and the following, regulate the working of
1 such latter companies. It is certain sec. 27 does not

apply to railway companies, yet the argument re-
ferred is as good to show it does, as to show sec. 26 does.
It is no judicial ground for expounding the Act, but
it may be observed that in the margin of sec. 26
is the word " shareholders ;" in that of 27,
" directors ;" 28, " auditors;" and so of other
sections ; showing that in the mind of the ab-
stractor of the sections, sec. 26 and the following were
applicable to the same companies, one regulating
shareholders, others directors, other auditors. 7. It
by no means follows that if the first part of sec. 26
applies to railway companies, the latter part does.
be words " and further," are found for nearly the
first time in a statute, to connect one enactment with
another; they seem intended to make a sort of pro-
viso on a power to transfer shares, which, however, is
not before given by the Act; therefore they are unapt
words. But taken as the beginning of a substantive

enactment, not limiting anything going before, the
c tinstruction of the clause will not be affected by its
being stuck into sec. 26, when it might as well have
been anywhere else. As a proviso its true place is in
sec. 54: which, however, it contradicts. Moreover
it is a penal clause, not to be unnecessarily extended.
On these grounds it is contended that there is no rea-
son for holding sec. 26 to apply to railway companies,
and many hold it does not.--Morning Paper.

BURGLARY AND ATTEMPTED.