Cooper Preston, - Appellant; The Company of Proprietors of the Liverpool, Manchester, and Newcastle-Upon-Tyne Junction Railway, - Respondents
| Jurisdiction | England & Wales |
| Judgment Date | 04 March 1856 |
| Date | 04 March 1856 |
| Court | House of Lords |
English Reports Citation: 10 E.R. 1037
House of Lords
Mews' Dig. iii. 1016, 1048; iv. 654; viii. 1308; x. 279, 280, 284. S.C. 25 L.J.Ch. 421; 2 Jur. N.S. 241; 4 W.R. 383. See Lindsey (Earl of) v. G. N. Ry. Co., 1853, 10 Hare 684; Scottish N.-E. Ry. Co. v. Stewart, 1859, 3 Macq. 382; Shrewsbury v. North Staffordshire Ry. Co., 1865, L.R. 1 Eq. 616; Taylor v. Chichester, etc., Ry. Co., 1867, L.R. 2 Ex. 366; and note to Eastern Counties Ry. Co. v. Hawkes, 1855, 5 H.L.C. 331.
Railway Company - Projectors' Agreement.
[605] COOPER PRESTON,-Appellant; The COMPANY of PROPRIETORS of the LIVERPOOL, MANCHESTER, and NEWCASTLE-UPON-TYNE JUNCTION RAILWAY,-Respondents [Feb. 28, 29 ; March 3, 4, 1856]. [Mews' Dig. iii. 1016, 1048; iv. 654; viii. 1308; x. 279, 280, 284. S.C. 25 L.J.CL 421; 2 Jur. N.S. 241; '4 W.R. 383. See Undsey (Earl of) v. G. N. By. Go., 1853, 10 Hare 684; Scottish N.-E. Ey. Co. v. Stewart, 1859, 3 Macq. 382; Shrewsbury v. North Staffordshire By. Co., 1865, L.R. 1 Eq. 616; Taylor v. CMchester, etc., By. Co., 1867, L.R. 2 Ex. 366; and note to Eastern Counties Ey. Co. v. Hawkes, 1855, 5 H.L.C. 331.] 1037 VH.L.C., 606 PRESTON V. LIVERPOOL, MANCHESTER, ETC., RY. [1856] Railimy Company-Projectors' Agreement. Where the projectors of a railway company, in order to induce a landowner to withdraw his opposition to their Bill, enter into a contract with him, in which the stipulation is that the contract is to be performed by the company after the company shall have obtained an Act of Incorporation from Parliament, such contract to be valid ought to be one which might be lawfully made by the company after incorporation. It is ultra vires of a corporation established for the purpose of making a railway, to enter into a covenant to pay a large sum of money to a man for not opposing the passing of the company's Bill in Parliament. C. P. was a landowner, a railway company was projected, and for the intended railway some of his land would be required. He threatened to oppose the Bill. The projectors entered into an agreement with him, that " in case the company shall obtain an act of incorporation, the company shall pay to C. P. 1000 for all lands required by the company for the due making of the railway, and 4000 for residential injury to the estate and hall of C. P." that a tunnel should be constructed in a particular manner through a part of his property, and that a passenger station should be made, etc.; C. P. withdrew his opposition, and the Bill passed : the railway was not made nor were the lands required. Held, that this was not a contract which on the mere passing of the Bill entitled C. P. to claim from the company payment of the money. The cases of Edwards v. The Grand Junction Railway Company, 1 Myl. and Cr. 650; and Lord Petre v. The Eastern Counties Railway Company, 1 Kailw. Gas. 462, impugned. This was an appeal against a decree of the Master of the Bolls, dismissing a bill which had been filed by the Appellant, to compel specific performance of an agreement. In the year 1845, two persons named Harper and Yates, [606] together with several others, projected a railway, to be called " The Lancashire and North Yorkshire Railway." These two gentlemen were appointed to be what was called " the Parliamentary Committee." The Appellant was the owner of Flasby Hall, in the West Biding of the county of York; and the plans of the projected railway showed that it was intended to pass through part of his property there. The Appellant gave notice of his. intention to oppose the Bill for the projected railway, and did not allow the surveyors to enter his grounds until he had received an undertaking in writing that his permitting them to do so should not prejudice his opposition before Parliament. The lands were afterwards surveyed and staked. On the 6th of February 1846 Messrs. Harper and Yates entered into an agreement with the Appellant, of which the following are the material parts: " Memorandum of Agreement this day made between the executive directors of the Lancashire and North Yorkshire Bailway Company of the one part, and Cooper Preston, of Flasby Hall, in the county of York, esquire, of the other part. It is agreed, that on the following conditions, the said Cooper Preston will and does assent to the railway being made through his property at Flasby, as laid down on the deposited jjlans of the said company. " 1st. That in case the said company shall, in this o r any subsequent Session, obtain an Act of Incorporation, the said company shall pay to the said Cooper Preston, his heirs or assigns, the sum of 1000 for all lands required by the company for the due making the railway; and a further sum of 4000 for residential injury to the estate and hall of the said Cooper Preston. " 2d. That the tunnel and railway shall be so constructed through Mr. Preston's property, near the Low Wood, as not to damage the said wood;" in case such damage [607] should be done, the amount to be ascertained by certain persons specially named. " 3d. That the tunnel intended to be made through the estate of the said Cooper Preston shall be extended to the plantations next to the Black Lane, on the west side thereof; that the land through which the tunnel shall be made is to be reconveyed to the said Cooper Preston, his heirs or assigns, and to be resoiled over at the expense of the company. " 4th. That the company shall cause a passenger station to be made at the village 1038 PRESTON V. LIVERPOOL, MANCHESTER, ETC., RY. [1856] V H.L.C., 608 of Flashy, with all requisite and proper approaches thereto; that the land required for such station and appurtenances shall be furnished by the said Cooper Preston, his heirs or assigns, at his own cost; the extent of the land to be considered according to the wants of an adequate station, and not more in any case than half an acre; that it is understood that this agreement shall not require Mr. Preston to furnish more land than is requisite for the proper making of the railway, with slopes, glidings, and station; that the company shall pay the expense of Mr. Preston's solicitor in this business, and 25 for his own personal expenses." Upon this agreement being signed, the Appellant wrote to the solicitor for the company: " I hereby withdraw my dissent to your passing through my land, and authorise you to enter an assent in place thereof." Two other projects for railways, not following quite the same line, were on foot at the same time, and, ultimately, the Lancashire and North Yorkshire Railway Company became incorporated with one of the intended companies, and the incorporated company took the name of " The Liverpool, Manchester, and Newcastle-upon-Tyne Junction Company," and obtained an Act, 9 and 10 Viet., c. xc. In December 1846, the secretary gave the Appellant notice of [608] an intention to " enter upon your lands or the lands in your occupation, in, etc., which will be required for the purpose of the company, for the purpose of surveying, etc." The lands were accordingly surveyed. The compulsory powers of the company to take lands were at first limited to expire in July 1848, but were afterwards extended to June 1851. It being found impracticable to raise sufficient money for constructing the railway within the time limited, the project was, in October 1848, given up, and in pursuance of a resolution of the general body of shareholders then held, the unapplied portion of the subscriptions was returned. In November 1848 the Appellant wrote a letter to the chairman of the Board of Directors, insisting on the performance of his contract; and in September 1850 he wrote another letter to the same effect. In January 1851 the Appellant filed his bill, praying that the company might be directed to complete the purchase of the land, and pay him the two sums of 1000 and 4000, etc., according to the agreement. The bill was at first demurred to for want of equity.* The cause was heard upon this demurrer before Vice-Chancellor Lord Cranworth, who offered the Respondents a case at law, to try the Appellant's legal rights on the agreement; but ultimately that offer was not acted on, and the cause came on before Vice-Chancellor Kindersley, who overruled the demurrer (1 Sim. N. S. 586). The bill was amended by inserting the rest of the agreement, and an answer was then put in, evidence was taken, and the cause being heard by the Master of the Rolls, on the 21st April 1853, His Honor was pleased to dismiss the bill without costs (17 Beav. 114). This appeal was then brought. [609] Mr. Follett and Mr. Southgate for the Appellant.-This was a perfect contract, mutually binding on the parties. The...
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