injunction, where no such contract had been definitely made,1* notwithstanding such representations on the part of the promoters, as misled the agents of the land-owner. Thus showing, very explicitly, that the main ground upon which the English courts of equity have proceeded, in decreeing specific performance, and enforcing it by injunction, has been to compel good faith on the part of such incorporations, in carrying into effect any contracts on their part. For it is said by the English courts, having obtained advantages in consequence of the contracts and assurances of the agents employed in the projects, it would tend to destroy all confidence in any such arrangement, if they were not enforced, which would be of evil example and tend to great practical inconvenience. But where the parties stand upon their legal rights, as secured in the act of incorporation, a court of equity will not interfere.2 In a late case these the plaintiff's, best horse. And, of course, as a gentleman of honor, when the road reached the point indicated, he felt bound to deliver the horse. It is true that the court sent the case back to have the jury find the fact, that this promoter performed efficient service for the company in effecting its organization, and that the company adopted such service by taking the benefits of it, and that the horse was no more than a reasonable compensation for such service. Notwithstanding our own participation in the decision of Hall v. Vt. & Mass. Railway, we would now feel that the rule there adopted in regard to charging service, rendered in effecting the organization of the company, to the corporation, is one of too great laxity, and too susceptible of abuse, to afford a safe guide in these lax times, when every possible avenue to corruption is sure to find some one desperate enough to enter. There should at least be proof that the service was performed under an expectation of compensation, and that the corporation expressly promised payment. And in the Earl of Lindsay v. The Great Northern Railway Co., 10 Hare, 665; s. c. 19 Eng. L. & Eq. 87, before V. C. Wood, it is said, “that the agreement is legal in itself, is now settled, by authority." In this case, which was a contract that the trains should stop at a particular station, the court decreed a specific performance, giving the companies time to make the necessary arrangements, before making the decree absolute. But one railway company cannot bind itself to defray the expense of an application to parliament by another company, for the establishment of another line of railway, expected incidentally to benefit the first company. Such contract is beyond the ordinary scope of the powers of a railway company, and consequently illegal, and such a covenant cannot be enforced in a court of law, however beneficial to the covenanter the objects of the covenant, if carried out, might be. East Anglian Railway Company v. The Eastern Counties Railway Company, 11 C. B. 775; s. c. 7 Eng. L. & Eq. 505; McGregor v. The Deal & Dover Railway Company, 18 Q. B. 618; s. c. 16 Id. 180; Post, §§ 56, 187. 1 Hargreaves v. Lancaster & Preston J. Railway Company, 1 Railw. Cas. 416. 2 Aldred v. North Midland Railway Company, 1 Railw. Cas. 404; Provost provisional contracts seem to be regarded as conditional, depending, ordinarily, for their obligation, as against the corporation, upon their having done any thing under their charter which the agreement enabled them to do, so as thereby to have received the benefits of it.3 SECTION XIV. Courts of Equity will restrain a Party from Opposition or Petition in Parliament. 1. Such cases not common in practice. 2. Such cases not readily recognized. § 15. 1. It is held in the English courts of equity altogether competent and within their appropriate jurisdiction, to restrain a party from opposing a bill in parliament by petition, if a proper case is made out, and by parity of reason from pursuing a petition in favor of an act of parliament.1 But such cases are not common in pracand Fellows of Eton College v. Great Western Railway Company, 1 Railw. Cas. 200. 3 Gooday v. Colchester & Stour Valley Railway Company, 17 Beav, 132; s. c. 15 Eng. L. & Eq. 596. In this case the Master of the Rolls said: "Since the act was obtained, nothing has been done nor any step taken to construct the railway. There is no distinct evidence indeed that the railway has been abandoned, but no money has been paid, no land taken, nor any movement made towards carrying on the scheme, and the compulsory powers of the act have never ceased. Under these circumstances, I cannot say that the company has adopted the agreement, or is bound by its terms; and therefore I do not think I can compel them to admit the contract in an action at law." Very recently, in Williams v. The St. George's Harbor Company, 30 Law Times, 84; s. c. 2 De G. & J. 547, it was held by the Master of the Rolls, that an agreement entered into by the promoters of a company before incorporation, is not binding on the company when incorporated, unless they subsequently do some act amounting to an adoption of it. This seems now to be the settled doctrine in the English courts. Ante, § 3. 1 The Stockton & Hartlepool Railway Company v. The Leeds & Thirsk and The Clarence Railway Companies, 2 Phillips, 666; s. c., 5 Railw. Cas. 691. In this case the injunction was granted by the Vice-Chancellor of England, Shadwell, but the order discharged, by the Lord Chancellor, Cottenham, on the ground that no proper case for the interference of a court of equity was made out, but distinctly affirming the jurisdiction. The Lord Chancellor says: "This court, therefore, if it see a proper case, connected with private property or interest, has just the same jurisdiction to restrain a party from petitioning against a bill in parliament as if he were bringing an action at law, or asserting any other right connected with the enjoyment of the property or interest which he claims." Heathcote v. The North Staffordshire Railway Company, 6 Railw. Cas. 358. In this last case it tice, and dependent upon peculiar circumstances, as where proceedings in parliament are in violation of express covenants, or for some other reason, in bad faith, and where damages at law, are no adequate compensation. These cases are therefore determined much upon the same grounds as other cases of specific performance, and come properly under consideration in this connection. 2. In one case, where the company had quieted opposition by inserting a clause in the act to enable them to buy land, which they had agreed to purchase, as the price of quieting the opposition, and afterwards applied for an act enabling them to abandon this branch, and repealing this clause, it was held, that, although the court had power to restrain an application to parliament, it was difficult to conceive a case in which it would do so, and that it would not do so in this case.2 SECTION XV. Contracts to withdraw opposition to Railway Projects, and to keep this secret, against sound policy and would seem to be illegal. 1. Principle of foregoing decisions obscure. 2. Not adopted in this country unless terms inserted in charter. 3. Recent change of views in English courts. 3-5. Statement of late case in which principle of Edwards v. Grand Junction Railway is doubted. 6. Act of incorporation should not be varied by oral testimony. 7. Contracts to quiet opposition not favored in this country. n. 5. Recent English and American decisions. 8. Regarded as ultra vires. 9. May be enforced, if legislature not exposed to be misled. § 16. 1. The principle of the foregoing decisions, upon the subject of specific performance of contracts with the promoters of railway projects being enforced in courts of equity against the company, is, to say the least of it, somewhat obscure. Regarded as illegal contracts, it does not seem very apparent how they can with much show of consistency, be specifically enforced in a court of equity. Ordinarily, such contracts are not the subject of an action for their enforcement, in any court. That there may be extreme cases, where one has gained an unconscionable advantage by enticing a was held by the Lord Chancellor, that a contract to make a railway is not one of which a court of equity will compel the specific performance, but will leave the parties to their legal rights. 2 Steele v. North Met. Railw. Law Rep., 2 Eq. 237. less-experienced person into participation in an illegal transaction, where a court of equity will compel the successful party to relinquish the fruits of the fraud, may be true. But the general proposition laid down, by Lord Eldon, upon this subject, in the Vauxhall Bridge case,1 does not seem to gain much support from the case cited by him.2 2. It seems to us impossible to justify such contracts, beyond the mere sale of a definite pecuniary interest. And even that, *it would seem, should be secured by the insertion of definite provisions in the charter. We cannot find that any attempt has been made in this country, to enforce against a corporation a contract made with the promoters to quiet opposition in the legislature. That it is often charged, that such and similar contracts are made by the promoters of railway projects with the friends of rival projects, and other opposers, and with the members of the legislature even, and large sums of money disbursed in fulfilment of such contracts which are expected to be refunded by the company, and which are so refunded sometimes, is undeniable. But we apprehend, there is in this country but one opinion in regard to the legality and decency of such contracts, and that those who expect to profit by them have far too much sagacity to trust their redress to the judicial tribunals of the country. But that turnpike and bridge companies, and existing railways, whose profits are to be seriously affected by the establishment of new railways and land-owners, whose property is to be affected by such railways, may properly stipulate for reasonable indemnity, as the price of withdrawing opposition, there can be, we apprehend, no question. But it seems to us, that the only proper mode of securing this indemnity is, by the insertion of special clauses in the charter of the new company. There can be no question in regard to the duty of courts of equity, in a proper casc Ante, § 7, Jacob, 64. 2 Neville v. Wilkinson, 1 Brown, C. C. 543. The principle of this case, if we comprehend it, is a familiar one. It is that one who has represented to a creditor of his debtor, or to the father of the intended wife of his debtor, that his debt did not exceed a specified sum, shall not be allowed to enforce against such debtor any larger sum, the marriage having taken place in confidence of such representation. This representation was made, indeed, by connivance, between the husband and his creditor, to deceive his wife's father. But so far as the creditor is concerned, the decision seems to rest upon the familiar principle of an estoppel in pais. Shirley v. Ferrers, cited in St. John v. St. John, 11 Vesey, 536. for their interference, to enforce an indemnity secured by the act.8 3. We infer from the late decision of the House of Lords upon this subject, that the views of the courts, in that country, are already undergoing some change in relation to it. In the case of Caledonian and Dumbartonshire Junction Railway v. Helensburgh Harbor Trustees, the facts were that the magistrates of Helensburgh agreed with the provisional committee of a projected railway company to allow the company certain privileges of taking land in the town, and laying rails for a side track to the harbor of H., the company to pay all the expenses of enlarging the harbor, and of obtaining an act of parliament for that purpose. The Harbor Act was obtained, and also the Railway * Act. In the latter there was no provision authorizing, or referring to, the previous agreement, and the railway company refused to perform their part, and did not claim performance of the other part. 4. On a bill for specific performance, brought by the harbor trustees, held, reversing the decision of the court of session, that specific performance could not be decreed, because the railway company had no power to make a harbor, which would be entirely beside the object of their incorporation. 5. It is said by the Lord Chancellor, and by Lord Brougham, "It seems that Edwards v. The Grand Junction Railway, 1 Railw. C. 173, and Lord Petre v. The Eastern Counties Railway, Id. 462, and other similar cases, which have followed them, are unsupported in principle, but these cases are distinguished from the present, by the nature of the contracts sought to be enforced, which were matters within the scope of the respective charters. The custom sometimes adopted by committees in parliament of omitting special clauses from acts of incorporation, on the agreement of the promoters that the objects proposed to be attained by these clauses should be carried out, appears to be illegal, and improper." 6. It seems very obvious, that, if these clauses can be foisted into the act of incorporation, by oral testimony, at the will of interested parties, it is exposing the operation of the act to all the inconveniencies and inconsistencies which might be expected to 3 Gray v. The Liverpool & Bury Railway, 9 Beav. 391; s. c. 4 Railw. C. 235; Ante, § 11. 4 Before the House of Lords in June, 1856; s. c. 2 Macq. H. of L. 391; s. c. 39 Eng. L. & Eq. 28. |