Wood v The Governor and Company of Copper Miners in England
| Jurisdiction | England & Wales |
| Judgment Date | 28 January 1856 |
| Date | 28 January 1856 |
| Court | Court of Common Pleas |
English Reports Citation: 139 E.R. 1195
IN THE COURT OF COMMON PLEAS AND IN THE EXCHEQUER CHAMBER
S. C. 25 L. J. C. P. 166. Applied, Martin v. Smith, 1874, L. R. 9 Ex. 53.
[561] wood 11. the governor' and company. oe copper miners in england. 'Jan. 28, 1856. [S. C. 25 L. J.;C. P. 166.. Applied, Martin'\. Smith, 1874, L. E. 9 Ex. 53.] 1. By an agreement-under seal,-reciting, amongst other things, that the plaintiff had erected a factory, &c. for the purpose of carrying on the manufacture of patent-fuel, &c., and that the defendants had agreed to grant a lease of the land, &c., to the plaintiff, and to enter into certain other arrangements "for the supply of coal for the said manufactory," and otherwise, on the terms therein mentioned,-it was agreed (amongst other things) that all the coals consumed by the plaintiff for the purpose of his manufacture during a certain term, should be purchased of the defendants, and that the defendants should not be compelled to supply more than 500 tons weekly.-In an action against the defendants for a breach of the implied contract to deliver 500 tons of coals weekly, the declaration averred that the plaintiff was at all times, &c., ready to receive that quantity, of which the defendants had notice, and required the defendants.to deliver the same, and that "he had done all things on his part, and all things bad happened, to entitle him to have the said 500 tons of coals in each week delivered to him," &c.:-Held, that the declaration was sufficient, although it contained no specific averment that the supply was required by the plaintiff for the purpose of the manufacture of patent-fuel.-2. The defendants by their third plea alleged, that, before the accruing of the causes of action, and from thence hitherto, the plaintiff had wholly discontinued and abandoned the manufacture of the said fuel upon the terms of the said agreement:-Held, a good plea, upon, the assumption that it meant a permanent abandonment of the works, and not, as- the plaintiff in his replication averred, a mere temporary suspension thereof in consequence of the defendants' failure to deliver the stipulated quantity of coal.-3. The defendants further pleaded,-for a defence on equitable grounds,-that, before the accruing of the causes of .action in the declaration mentioned, and before the passing of the Governor and Company of Copper Miners Act, 1854 (14 & 15 Viet. c. cv.), to wit, on the 24th of January, 1848, an action was brought by the plaintiff against: the defendants for certain alleged breaches of the said contract, which action was depending at the time of passing that act; - that the cause and all matters in difference were referred to an arbitrator, who by the order of nisi prius and a subsequent rule of court was impowered to make-two several awards, raising by the first points of law for the opinion of the court, and to assess damages upon the view the court might take, and who was also impowered " to order the determination of the contract, and the terms on which such determination should take place," neither of the parties to enforce payment of anything which 1196 WOOD V. THE j COPPER MINERS*; COMPANY 17 C. :B. 562. might be found by the arbitrator to be due to him or them under the award so to be first made, until the arbitrator should have made and published his final award between the said parties. The pfea then went on to allege, that the arbitrator made his first award, raising certain questions for the-opinion of the court; that afterwards, and before the passing of the act, the court ordered judgment to be entered for the plaintiff; that no final award was ever made by the arbitrator, and the reference was still pending; that, at and after the statement of the ease by the arbitrator, and before the passing of the act, the affairs of the defendants were in a state of insolvency, and that certain creditors of the defendants, with their concurrence, introduced into parliament a bill for settling their affairs, the passing of which bill was opposed by the plaintiff; that, whilst the bill was in committee, negotiations took place between the plaintiff and the promoters, which resulted in an agreement, -that the plaintiff should withdraw his opposition, that the contract between the plaintiff and the defendants should be determined by the arbitrator, who should assess the sum to be paid by the defendants as the value of the said contract, that the plaintiff should bring no further actions against the defendants upon the said contract, and that a clause approved by the plaintiff'should be introduced into the said bill whereby it should, be enacted that. the' plaintiff should be deemed and considered a creditor of the defendants within the meaning of the act for such sum as should be assessed by the arbitrator, and that until the arbitrator should have made his final award the plaintiff should be deemed and considered,a creditor of the defendants for 22721. 2s.; that, in pursuance of the said agreement, and in order to give effect to the same, a clause approved of by the plaintiff was introduced into the said bill; that the defendants had'always beeii*:ready and willing to give effect to the said agreement, and everything had been done entitling them to the performance and fulfilment of the same byrnth.e; plaintiff; that the said bill was thrown out, and that, before the commencement of this suit, a bill to a similar effect was introduced (which was afterwards passed);: and that thereupon an agreement was entered into between the 'plaintiff and defendants and the said other persons, with respect to the last-mentioned bill, and the said contract, and the determination thereof by the arbitrator, and the^ assessment of the'sum to be paid to the plaintiff as the value of the said contract, and with respect t6 any actions being brought by the plaintiff upon the said contract, and with; respect to the clause to be inserted in the said lastmentioned bill, to the like effect, as the agreement thereinbefore mentioned ; and that a clause (s. 12) was inserted in the said act accordingly. The plea then went on to aver, that the defendants had always acted in good faith and upon the terms of the lasfrmentioned agreement, and had always been and still were ready and willing to abide by the final award of the said arbitrator, and in all things to perform the agreement on their part, and that all things had been done and had happened entitling them to the performance and fulfilment of the same by the plaintiff, but that the plaintiff had refused to-abide by the said agreement, and had brought this action in violation of the same; and that,1 after the passing of the said act, and before the commencement of this suit, the debts and claims in the said act in- that behalf mentioned were duly -converted into stock of the Copper Miners Company, in pursuance of the provisions of the said act, and that the plaintiff, as a creditor of the defendants for the said sum of 22721. 2s. in the 12th section mentioned, applied for an -allotment of stock in respect of the said :sum, and had the same allotted to him by the defendants, and had had the -.full benefit, use; and advantage of such allotment,--wherefore the defendants said that in equity the plaintiff was barred from bringing this action :-Held, that this was not a good equitable plea, inasmuch as it disclosed no ground upon which a court of equity would grant a perpetual unqualified injunction to restrain the plaintiff from ;suing upon the contract. This was an action upon a special agreement. The declaration stated, that, on the 21st: of July, 1847, a deed, was made and entered into by and between [562] the defendants-of the one part, and the plaintiff of the other part, and sealed with the common seal of the defendants, and the said deed was and is to the tenor and in the words and figures following, that is to say,--" An agreement made and Centered into the 21st of July, 1847, between the Governor and Company of Copper Miners in England of the one part, and. H. W.; Wood, of, &c., manufacturer of fuel, of the other part: Whereas the said' H. W.: Wood has lately 17C.B.563. wooi v. the eoppi; miners' company 1197 erected a factory, works, and buildings on part of a certain piece of land belonging to the said governor and company, at Port Talbot, in the county of Glamorgan, South Wales, for the purpose of carrying on the manufacture of patent-[563]-fuel: And whereas the said governor and company have advanced and paid to the said H. W. Wood, for and towards the erection and completion of the said factory, works, and buildings, and the machinery -therein, divers sums of money amounting in the whole to 25001.: And whereas the said governor and company have agreed to grant a lease of the said piece of land, and the manufactory and buildings and other the premises to the said H. W. Wood, and to enter into certain other arrangements for the supply of coal for the said manufactory and otherwise, pn the terms and conditions hereinafter mentioned: Now these presents witness, and it is hereby agreed by and between the said parties in manner following, that is to say,-1. That the said governor and company shall grant a lease of the said piece or parcel of land, with the manufactory, buildings, and machinery thereon, to the said H. W. Wood, for the term of twelve years from the 25th of March last, at a pepper-corn- rent,* such lease and a counterpart thereof to be prepared at the expense of the said H. W. Wood,-2. That, immediately upon such lease being so granted by the said governor and company, he the said H. W. Wood shall execute an assignment thereof, by way of mortgage, to the said governor and company, or their trustee, as a security for the re-payment of the said sum of 25001., with interest after the- rate of 51. per cent, per annum, within seven years from the date thereof, such mortgage to contain a power...
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