Preston v The Liverpool, Manchester and Newcastle-upon-Tyne Junction Railway Company
| Jurisdiction | England & Wales |
| Judgment Date | 21 April 1853 |
| Date | 21 April 1853 |
| Court | High Court of Chancery |
English Reports Citation: 51 E.R. 975
ROLLS COURT
S. C. 21 L. J. Ch. 261; 1 Sim. N. S. 586; affirmed, 5 H. L. C. 605; 10 E. R. 1037; 25 L. J. Ch. 421; 2 Jur. (N. S.) 241; 4 W. R. 383. See Earl of Lindsey v. Great Northern Railway Company, 1853, 10 Hare, 684; Scottish North-Eastern Railway Company v. Stewart, 1859, 3 Macq. 395; Shrewsbury v. North Staffordshire Railway Company, 1865, L. R. 1 Eq. 616; Taylor v. Chichester, &c., Railway Company, 1867, L. R. 2 Ex. 366; L. R. 4 H. L. 628; and the note to Eastern Counties Railway Company v. Hawkes, 1855, 5 H. L. C. 331, 10 E. R. 928.
[114] preston v. the liverpool, manchester and newcastle-upon-tynk junction railway company. April 20, 21, 1853. [S. C. 21 L. J. Ch. 261; 1 Sim. N. S. 586; affirmed, 5 H. L. C. 605; 10 E. K. 1037; 25 L. J. Ch. 421; 2 Jur. (N. S.) 241 ; 4 W. R. 383. See Earl , f Lindsey v. Great Northern Railway Company, 1853, 10 Hare, 684; Scottish North-Eastern Railway Company v. Stewart, 1859, 3 Macq. 395; Shrewslnm/ v. North Staffordshire Railway Company, 1865, L. R. 1 Eq. 616 ; Taylor v. Chichester, Ac., Railway Company, 1867, L. R. 2 Ex. 366 : L. E. 4 H. L. 628; and the note to Eastern Counties Railway Company v. Hawkes, 1855, 5 H. L. C. 331, 10 E. R. 928.] A railway company held not bound by a contract entered into by the projectors prior to their incorporation. The projectors of a railway company entered into a contract with a landowner for the purchase of the land required. Subsequently the Act passed establishing and incorporating the company. The company abandoned the undertaking without having done anything to adopt the contract, except by staking out the intended line. Held, that the company were not bound, the contract not being under the corporate seal, and there being no sufficient adoption of it. In 1845 a railway was projected which was to pass through the Plaintiff's estate, 976 PRESTON V. LIVERPOOL, ETC., JUNCTION RAILWAY CO. 17 BBAV. 118. called Flashy Hall, and to be called the Lancashire and North Yorkshire Railway, and the usual proceedings were taken to obtain an Act to authorize its construction. The Plaintiff actively opposed the project, but at length an agreement was come to between him and the projectors, and he thereupon formally withdrew his dissent, and became an assenting party to the undertaking. The agreement was to the following effect:- February 5, 1846.-"Memorandum of agreement this day made between the executive directors of the Lancashire and North Yorkshire Railway Company of the one part, and Cooper Preston 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 in the deposited plan of the said company: "1st. That in case the said company shall in this or 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 land required by the company, for the making of the railway, and a further sum of 4000 for residential injury to the estate and hall of the said Cooper Preston. [115] " 2d. That the tunnel and railway shall be so constructed through Mr. Preston's property, near the Low Wood, so as not to damage the said wood, &c. "3d. That the tunnel shall be extended to the plantation, &c., and 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 passengers' station to be made at Flasby, the land required to be furnished by Cooper Preston at his own cost. 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, sidings and stations." This agreement was signed by the Plaintiff and by Mr. Harper and Mr. Vates, two of the promoters of the scheme, and provisional or " executive " directors. Mr. Yates reported that he had entered into the contract, and a memorandum to that effect was in March 1846 entered in the company's minute-book. Another rival railway company, called the Liverpool, &c., Eailway Company, was at the same time actively engaged in promoting a bill through Parliament. The two companies amalgamated, and one Act only passed, on the 26th of June 1846, incorporating the Defendants (the Liverpool, Manchester and Newcastle-upon-Tyne Junction Railway), and authorizing a line which was still to pass through the Plaintiffs property. The Defendants, in December 1846, gave the Plaintiff notice of their intention to enter upon his [116] land for the purpose of surveying, taking levels and setting out the line of the works, and their servants did accordingly enter, for that limited purpose, and staked out the line. The company never took possession of any part of the Plaintiff's property, and, ultimately, the undertaking was abandoned. In January 1851 the Plaintiff' filed this bill, praying a declaration that the agreement of February 1846 was binding on the Defendants, and that the Defendants might be decreed to complete the purchase of the land agreed to be purchased arid set out, and all other (if any) land required by the company, by paying Plaintiff' the 1000, and 4000 and expenses. A demurrer to the bill was overruled by the Vice-Chancellor (Lord Cranworth) (1 Sim. (N. S.) 586). No action had been brought, and the cause now came on for hearing. Mr. Elmsley and Mr. Southgate, for the Plaintiff'. This agreement is valid and binding on the Defendants. It was entered into for valuable consideration, namely, for the withdrawal of the opposition to the bill. The Defendants have obtained the consideration, and taken the benefit of the contract; they are therefore, in equity, bound to perform their part of it; Edwards v. The Grand Junction Railway Onnipany (1 Myl. & Cr. 650); Stanley v. The Lliester and Eirkmliead llailway Company (9 Sim. 264 ; 3 Myl. & Cr. 778). The decision of Lord Cranworth has determined the construction and validity of the contract, and that the Plaintiff is entitled to equitable relief. They also cited 17BBAV.U7. JENINGS V. BA1LY 977 ffawkt'S v. The Eastern Counties Railway Company (3 De G. & Sm. 743 ; 1 De G. M. & G. 737); [117] Sanderson v. Cockermouth, &c., Railway Company (11 Beav. 497); Webb v. Direct London and Portsmouth Railway Company (9 Hare, 129; 1 De G. M. & G. 521); Lord James Stuart v. The London and North-IVestern Railway Company (5 Beav. 513; 1 De G. M. & G. 721); Southcomb v. The Bishop of Exeter (6 Hare, 213); Bland v. Grawley (6 Exch. Eep. 522); Gage v. The Newmarket Railway Company (Queen's Bench, May 3, 1852); and they distinguished this case from Gooday v. The Colchester, &c., Railway Company (post, 132) in this respect, that the contract in that case was entered into by an existing corporation, and that here it was not. the solicitor-general (Mr. Bethell), Mr. R. Palmer, and Mr. J. J. H. Humphreys, for the Defendants, were not called on. the master of the rolls [Sir John Romilly]. I have read the pleadings, and. will not trouble you in this case. I have no doubt that a legal contract was not constituted between the Plaintiff and the Defendants, that is, between the Plaintiff and the company. That was admitted by Mr. Southgate, and was assumed by Mr. Elmsley when he stated that no action at law could be brought against the Defendants. In fact the company could not bind itself, except by instrument under seal. It is true that a company may be bound, like any private individual, if there be a valid agreement between other persons and the company think fit to adopt and take the benefit of it. I have no doubt that, in such a [118] case, the company would be bound, and, without entering into the question, which...
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