Edwards v The Grand Junction Railway Company
| Jurisdiction | England & Wales |
| Judgment Date | 05 November 1836 |
| Date | 05 November 1836 |
| Court | High Court of Chancery |
English Reports Citation: 40 E.R. 525
Chancery Division
S. C. 7 Sim. 337; 1 Rail. Cas. 173; 6 L. J. Ch. (N. S.), 47. See Earl of Lindsey v. Great Northern Railway Company, 1853, 10 Hare 679. Disapproved, Caledonian, &c., Railway Company v. Helensburgh Harbour Trustees, 1856, 2 Jur. N. S. 695; 2 Macq. H. L. C. 391. Impugned, Preston v. Proprietors of the Liverpool Manchester and Newcastle-on-Tyne Railway Company, 1856, 5 H. L. C. 605. See Earl of Shrewsbury v. North Staffordshire Railway Company, 1865, L. R. 1 Eq. 616, and cases there collected.
[650] EDWARDS v. THE GRAND JUNCTION RAILWAY COMPANY. July 12, 16, 20, Nov. 5, ,1836. [S. C. 7 Sim. 337 ; 1 Rail. Cas. 173 ; 6 L. J. Ch. (N. S.), 47. See Earl of Lindsey v. Great Northern Railway Company, 1853, 10 Hare 679. Disapproved, Caledonian, de., Railway Company v. Helensburgh Harbour TrItStee; 1856, 2 Jur. N. S. 695 ; 2 Macq. H. L. C. 391. Impugned, Preston v. Proprietors of the Liverpool, Manchester anil Newcastle-on-Tyne Railway Company, 1856, 5 H. L. C. 605. See Earl of Shrewsbury v. North Staffordshire Railway Company, 1865, L. R. 1 Eq. 616, and cases there collected.] Where a person acting on behalf of the subscribers to a railway, who were then soliciting a bill in Parliament for the purpose of forming them into an incorporated joint stock company, entered into a contract with the trustees of a road, whereby it was stipulated that, in consideration of the trustees withdrawing their opposition in Parliament, arid consenting to forego certain clauses of which they had intended to press for the insertion in the Act, a formal instrument to the effect of the clauses should be executed under the seal of the company when incorporated ; and the bill was accordingly allowed to pass unopposed and without the clauses, an injunction was granted at the suit of the trustees to prevent the company from violating the provisions contained in the omitted clauses. An agreement to withdraw or withhold opposition to a bill in Parliament is not illegal ; and a Court of Equity will enforce a contract founded on such a consideration. An incorporated company will be bound by the agreement of its individual members, acting before incorporation on its behalf, if the company has received the full benefit of the consideration for which the agreement stipulated on its behalf. By a local Act of Parliament, certain persons therein named were appointed trustees of the turnpike roads between Liverpool, Prescot, and Warrington, in the county of Lancaster, and were thereby empowered to make, repair, and improve the roads, and demand and take certain tolls therein mentioned. The business of the trust was managed by monthly meetings of the trustees, and by committees of their number, appointed at such meetings, and by William Howson, who was the clerk and solicitor of the trust. In the year 1832 John Moss, Robert Gladstone, Charles Lawrence, and others determined to apply for an Act of Parliament to establish a company for the purpose of making a railway communication between the towns of Liverpool, Manchester, and Birmingham. They accordingly raised subscriptions and adopted the usual' means for forwarding the undertaking. Moss and Lawrence were chosen two of the directors, and Messrs. Pritt, Clay, & Swift, of Liverpool, were appointed the solicitors of the proposed company. Early in the year 1833 a bill was brought into Parliament, having for its object to form the subscribers to the under-[651]-taking into an incorporated joint stock company ; and an application was made, on. their behalf, for the consent of the road trustees to the line of the proposed railway being carried under the Liverpool and Warrington turnpike road, at a place called Bank Quay, near Warrington ; and this application having been taken into consideration at a monthly meeting of the trustees was by them referred to a committee, consisting of Richard Edwards, Thomas Case, Bartholomew Bretherton, and John Clare, who were requested to negotiate on the subject with the directors of the railway company, as well with reference to the railway crossing the turnpike road, as with reference to a pecuniary compensation for the injury the road would sustain by such railway in the diminution of the tolls, and the prejudice consequently done to the creditors of the trust r and the committee was empowered generally to adopt such measures, either by opposing the railway bill in Parliament, or otherwise, to effect the object above referred to, as might seem expedient, in the event of their negotiations terminating unsatisfactorily. The negotiations, which were accordingly opened between Mr. Case, on behalf of the trustees, and Mr. Moss, on behalf of the company, with a view to an amicable 52 6 EDWARDS V. THE GRAND JUNCTION RAILWAY CO. 1 MY. & CR. 852. adjustment of the matters in difference, having ultimately failed, measures were immediately taken by the trustees for a vigorous and effective opposition to the further progress of the bill in Parliament. The bill having then already passed through the House of Commons, petitions to the House of Lords against it were prepared and signed by the trustees, and by the bond-holders and creditors of the trust, and various clauses were also drawn which the trustees were desirous of having introduced into the bill for the protection of their interests, and a communication was made to the Earl of Derby, then Baron Stanley, a member of the [652] House of Lords, who was himself one of the trustees, for the purpose of making his lordship acquainted with the facts, and of soliciting him to present the petitions, and support the prayer of them by his vote and influence. In the meantime, however, on the 18th of April 1833, a meeting took place between Messrs. Case and Rowson, on behalf of the trustees, and Messrs. Moss, Lawrence, and Clay, on behalf of the subscribers to the railway, when a draft of the clauses which had been so prepared, and which the trustees desired might be inserted in the bill, was considered, and, after several alterations had been made, was adopted and agreed to by the parties present. The clauses, as altered, were as follows :ù" And whereas the said railway will cross the turnpike road between Liverpool and Warrington, at or near a certain place called Bank Quay, in the township of Warrington, in the parish of Warrington, in the said county palatine of Lancaster ; be it therefore enacted, that in case the said railway shall be made under or across the said road under the authority of this Act, the same shall not be carried under the said turnpike road on the level, but shall be carried under the said turnpike road, and the said company of proprietors hereby incorporated shall, at their own expense, erect and build a good, firm, and substantial bridge of brick, stone, or iron over the said railway where the same shall cross the said turnpike road, with proper approaches thereto, upon which bridge the said turnpike road shall he made of good and sufficient materials, and executed in a good and workmanlike manner at the expense of the said company, and to the satisfaction of the surveyor for the time being of the trustees of the said turnpike road ; and the battlements of the said bridge shall not be less than four feet in height, and shall be [653] closed, and continued for not less than thirty yards on each side from the summit of such bridge ; and the ascent of the road over such bridge, and the approaches thereto, shall not, in any case, be more than one foot in thirty feet ; and the said road so to be made by the said company as aforesaid shall be formed of such width as to leave a clear and open space between the fences of such road equal to the width of the present road there. "And be it further enacted, that the said company shall at all times for ever after the said bridge shall have been erected under the authority of this Act, keep the same and any future bridge to be erected in lieu thereof, and which shall be of the like dimensions, capacity, and materials as are hereinbefore mentioned in good, perfect, and complete repair, except only the roadway over such bridge which is (save as hereinafter mentioned) to be repaired by the trustees of the said road ; and the said company shall and will at all times hereafter, well and sufficiently repair, and make good all damage and injury which may arise or be occasioned by the said roadway over the said bridge, for or by reason of any repairs or alteration of, in, or to the said bridge by the said company ; and in case of any want of repair to the said bridge, or to the roadway over the same in the event last aforesaid, and notice being given by the trustees of the said turnpike road, or their clerk, or treasurer, or any other person authorised by the said trustees to the said company of proprietors hereby incorporated, or to their clerk or treasurer for the time being, of any want of repairs to the said bridge, or to any bridge to be erected in lieu thereof, under the authority of this Act, or the roadway over the same in the event aforesaid, if the said company of proprietors hereby incorporated, shall not for the space of one calendar month after service of such notice, commence [654] such repairs, and proceed therein with all reasonable expedition until the same shall be completed, the said trustees may, in case they shall see fit, from time to time, repair or rebuild the said bridge, and repair the roadway over the same, in the event aforesaid, as the case may require, and as the said trustees shall think necessary ; and all the expenses thereof shall upon demand he repaid by the company of proprietors hereby incorporated, and to the said trustees 1 MY. & CR. SM. EDWARDS P. THE GRAND JUNCTION RAILWAY CO. 527 or their treasurer for the time being; and in default of such payment any two or more of His Majesty's justices of the peace for the said county palatine of...
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