The East Anglian Railways Company v The Eastern Counties Railway Company
| Jurisdiction | England & Wales |
| Judgment Date | 05 December 1851 |
| Date | 05 December 1851 |
| Court | Court of Common Pleas |
English Reports Citation: 138 E.R. 680
IN THE COURT OF COMMON PLEAS
S. C. 7 Railw. Cas 150; 21 L. J. C. P. 23; 16 Jur. 249. Applied, Macgregor v. Dover and Deal Railway, 1852, 18 Q. B. 631. Distinguished, Hawkes v. Eastern Counties Railway, 1852-5, 1 De G. M. & G. 759; 5 H. L. C. 347; Shrewsbury and Birmingham Railway v. London and North Western Railway, 1857, 6 H. L. C. 136. See Bateman v. Ashton-under-Lyne Corporation, 1857, 3 H. & N. 338. Applied, London, Brighton, and South Coast Railway v. London and South Western Railway, 1859, 4 De G. & J. 389. Distinguished, Bateman v. Green, 1867, Ir. R. 2 C. L. 201. See Taylor v. Chichester and Midhurst Railwa, 1867-70, L. R. 2 Ex. 369; L. R. 4 H. L. 628. Referred to, Hammersmith and City Railway v. Brand, 1869, L. R. 4 H. L. 189; Driver v. Kingston Highway Board, 1876, 24 L. T. 485; Ashbury Railway Carriage and Iron Company v. Riche, 1874-5, L. R. 9 Ex. 289; L. R. 7 H. L. 694; Evershed v. London and North Western Railway Company. 1877-8, 3 Q. B. D. 141; 3 App. Cas. 1029; Attorney-General v. Great Eastern Railway, 1879-80, 11 Ch. D. 501; 5 App. Cas. 473.
the east anglian eailways company v. the eastern counties eailway company. Dec. 5, 1851. [S. C. 7 Eailw. Cas. 150; 21 L. J. C. P. 23; 16 Jur. 249. Applied, Macgregor v. Dover and Deal Railway, 1852, 18 Q. B. 631. Distinguished, Hawkes v. Eastern Counties Railway, 1852-5, 1 De G. M. & G-. 759; 5 H. L. C. 347 ; Shrewsbury and Birmingham Railway v. London and North Western Railway, 1857, 6 H. L. C. 136. See Bateman v. Ashton-under-Lyne Corporation, 1857, 3 H. & N. 338. Applied, London, Brighton, and South Coast Railway v. London and Smith Western Railway, 1859, 4 De G. & J. 389. Distinguished, Bateman v. Green, 1867, Ir. E. 2 C. L. 201. See Taylor v. Chichester and Midhurst Railway, 1867-70, L. E. 2 Ex. 369 ; L. E. 4 H. L. 628. Eeferred to, Hammersmith and City Railway v. Brand, 1869, L. E. 4 H. L. 189; Driver v. Kingston Highway Board, 1876, 24 L. T. 485; Ashbury Railway Carriage and Iron Company v. Riohe, 1874-5, L. E. 9 Ex. 289; L. E. 7 H. L. 694; Evershed v. London and North Western Railway Company, 1877-8, 3 Q. B. D. 141; 3 App. Cas. 1029; Attorney-General v. Great Eastern Railway, 1879-80, 11 Ch. D. 501; 5 App. Cas. 473.] A railway company incorporated by act of parliament, cannot, even with the assent of all its shareholders, legally enter into a contract involving the application of any portion of its funds to purposes foreign from those for which it is incorporated.- The defendants were incorporated by an act of parliament, the 1st section of which enacted that certain persons should be united into a company for making and maintaining a certain railway and other works by the act authorised, according to the provisions and regulations thereinafter mentioned, and for that purpose should (a) See the 15 & 16 Viet. c. 54, s. 4, which repeals s. 13 of the 13 & 14 Viet. c. 61, and substitutes a new provision in lieu thereof. 11 C. B. 776. BAST ANGLIAN RLYS. CO, V. EASTERN COUNTIES ELY. CO. 681 be one body corporate by the name and style of " The Eastern Counties Eailway Company," and should have perpetual succession, and a common seal. The 3rd section impowered the company to raise a sum of money " for making and maintaining the said railway, and other works authorised by the act." The 5th section directed that the money so raised should be expended in and towards making and maintaining the said railway and other works, and in otherwise carrying the act into execution. And by subsequent sections it was provided that the profits, after defraying the expenses of making, maintaining, and working the railway, were to be accounted for and divided amongst the proprietors of the undertaking :-Held, that it was not competent to the directors to enter into a contract with another railway company, to take a lease of their line, and to pay the costs incurred by them 'in the soliciting and promoting of bills in parliament for the extension and improvement of such other line of railway,-even though such extension and improvement would benefit their own company; and that such contract, if entered into, was illegal and void, and could not be enforced in a court of law. Covenant. The declaration stated, that theretofore, and before the making of the indenture thereinafter mentioned, and before the commencement of the suit, a certain bill for the construction of certain extensions, branches, and other works therein mentioned to be thereby authorised to be constructed, to wit, a bill intituled " A bill to enable the Lynn and Ely Eailway Company to extend their railway to Bury St. Edmunds," had been and was prepared by and on behalf of the Lynn and Ely Eailway Company, and had been and was introduced, by, and upon the petition of, the said last-mentioned company, into parliament, and into the House [776] of Commons, and at the time of the making of the said indenture was pending in parliament and in the said House of Commons, and the said Lynn and Ely Eailway Company were the promoters thereof: That theretofore, and before the making of the said indenture, and before the commencement of the suit, a certain other bill for the construction of certain extensions, branches, and other works therein mentioned to be thereby authorised to be constructed, to wit, a bill intituled " A bill to enable the Lynn and Ely Eailway Company to extend their railway to Spalding and Holbeach," had been and was prepared by and on behalf of the said Lynn and Ely Eailway .Company, and had been and was introduced, by, and upon the petition of, the said last-mentioned company, into parliament and into the House of Commons, and, at the time of the making of the said indenture, was pending in parliament and in the said House of Commons, and the said Lynn and Ely Eailway Company were the promoters thereof: That theretofore, and before the making of the said indenture, and before the commencement of the suit, a certain other bill for the construction of certain extensions, branches, and other works therein mentioned to be thereby authorised to be constructed, to wit, a bill intituled " A bill for making deviation in the line of the Lynn and Ely Eailway Company, and for forming docks within the borough of King's Lynn," had been and was prepared by and on behalf of the said Lynn and Ely Eailway Company, and had been and was introduced, by, and upon the petition of, the said last-mentioned company, into parliament and into the House of Commons, and, at the time of the making of the said indenture, was pending in parliament and in the said House of Commons, and the said Lynn and Ely Eailway Company were the promoters thereof : That theretofore, and before the making of the said indenture, and before the commencement of the suit, a certain other bill for the [777] construction of certain extensions, branches, and other works therein mentioned, and thereby authorised to be constructed, to wit, a bill intituled " A bill to enable the Lynn and Ely Eailway Company to make a navigation from Lynn to Wormegay, all in the county of Norfolk," had been and was prepared by and on behalf of the said Lynn and Ely Eailway Company, and had been and was introduced by, and upon the petition of, the said lastmentioned company, into parliament and into the House of Commons, and, at the time of the making of the said indenture, was pending in parliament and in the said House of Commons, and the said Lynn and Ely Eailway Company were the promoters thereof: That afterwards, and before the commencement of the suit, to wit, on the 26th of February, 1847, by a certain indenture then made between the said Lynn and Ely Eailway Company, the Ely and Huntingdon Eailway Company, and the Lynn and Dereham Eailway Company, of the one part, and the said Eastern Counties Eailway Company, of. the other part,-one part of which said C. P. XVI.-22* 682 EAST ANGLIAN RIA'S. CO. V. EASTERN COUNTIES ELY, CO. 11 C. B. 778 indenture, sealed with the common seal of the said last-mentioned company, the plain tiffs brought into court, &c.,-after reciting, that the said Lynn and Ely, Ely and Huntingdon, and Lynn and Dereham railway companies had agreed to amalgamate and form one company, under the name or style of " The East Anglian Railways Company," and that a bill was then pending in parliament to give effect to such agreement ; and also that the said Lynn and Ely, Ely and Huntingdon, and Lynn and Dereham railway companies had agreed with the said Eastern Counties Kailway Company to grant to the said Eastern Counties Eailway Company a lease of theii several railways, branch railways, and works, for the term and in manner thereinafter mentioned,-each of them the said Lynn and Ely, Ely and Huntingdon, and Lynn and Dereham railway companies, for themselves respectively, and for their respec-[778]-tive successors and assigns, and so far as the several covenants, clauses, and agreements thereinafter contained were or ought to be observed and performed by and on behalf of the said last-mentioned companies respectively, and their successors and assigns, did covenant and agree with the said Eastern Counties Eailway Company, their successors and assigns; and the said Eastern Counties Eailway Company, for themselves, their successors and assigns, and so far as the several covenants, clauses, and agreements thereinafter contained were or ought to be observed and performed by and on the part of the said Eastern Counties Eailway Company, their successors and assigns, did covenant and agree with the said Lynn and Ely, Ely and Huntingdon, and Lynn and Dereham railway companies respectively, and each of them, their respective successors and assigns, in manner following, that is to say (amongst other things),-1, that, in the said agreement, the East Anglian Eailways Company should be taken and considered to mean the Lynn and Ely, Ely and Huntingdon, and...
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