1852. MIDLAND ERN RAIL WAY of IRELAND v. or not. What is the language of that section? [His Lordship read it. See ante, p. 880, n.] That seems to me to be GREATWEST wholly permissive; and if the company had funds of its own, without requiring any additional sum to be subscribed, I apprehend that from those funds the directors might have completed the railroad from Mullingar to Athlone. If that is so, then it is quite clear to me that the subscribers were not ipso facto shareholders; and if so, then the direction of the learned Baron was most material, and being erroneous, there ought to be a venire de LEECH. novo. Lord Truro : My Lords, I concur in the opinion expressed by my noble and learned friend the Lord Chancellor, and also concur entirely in that which has been expressed, somewhat more at large, by my noble and learned friend near me. The case furnishes, I think, many topics in support of this opinion; but it is quite unnecessary to occupy your Lordships' time in going over them, the learned Judges being unanimous in their opinion, and there being a coincidence in that respect between their opinions and those of the noble and learned lords. I think it is perfectly clear that the Act of Parliament did not amalgamate the two companies, and that no inten tion ever was entertained that it should have that effect, but that it was left, as my noble and learned friend near me has expressed it, entirely optional; and all that was done after the Act was obtained was the making of the recommendation which has been referred to, which recommendation, in its terms, utterly excludes the inference that the passing of the Act was considered an amalgamation of the two companies. But the effect of the resolution which was passed, and what was done afterwards, also show that at no subsequent time was it considered an amalgamation until it became necessary to make some call for money, and then this seems to have occurred to the parties. In October, 1846, the first register-book was signed, and in that book the directors did not include the extension subscribers; but in March, 1847, for the first time, they were registered, when, from the state of the funds, the reason for this being done was pretty obvious. It appears to me to have been an attempt to draw in a few extension subscribers, only a few, into a concern which was not very prosperous at the time. I am quite satisfied that the Act did not operate to amalgamate the two companies, and that the resolution which was subsequently proposed was not calculated to have that effect. It was a mere proposal, which proposal was never adopted by those who were entitled to exercise an option upon it, but have not exercised it in favour of adopting the proposal. It appears to me, therefore, that the judgment of the Exchequer Chamber is perfectly correct in point of law, and that it ought to be affirmed by your Lordships. The Lord Chancellor : My Lords, I did not touch upon the point which my noble and learned friend has alluded to amply, because I thought that the opinion which has been delivered to your Lordships by the learned Chief Baron on the part of the learned Judges, implied that that point could not be maintained. It was one on which I never entertained the slightest doubt. It is perfectly clear that that Act of Parliament gave power to the directors of the original company, if they pleased and could agree with the extension subscribers, to admit them; and if they had been admitted, they would have formed part of the original company. But the very recital of that Act of Parliament is, that the pro 1852. MIDLAND GREAT WEST- V. LEECH. 1852. MIDLAND ERN RAIL WAY of IRELAND v. LEECH. prietors of the Midland Company proposed to execute the extension at their own expense, and for that purpose they GREATWEST have ample powers granted to them. The sum raised did not tally with the sum which was to be paid by the Extension Company without reference to the other subscribers; and therefore, upon looking at the Act of Parliament, I cannot say that I ever entertained the slightest doubt on the point; and as I considered the judgment, as delivered, by fair implication was conclusive upon it, my belief that it was so was the only reason I did not say a word upon it ; but I entirely agree in the opinions delivered upon it by my noble and learned friends. The three cases depend upon the same argument, and therefore they will be disposed of in the same way. Judgment of the Court of Exchequer Chamber affirmed. The House was applied to, but declined to say anything about costs. Lords' Journals, Dec. 9, 1852. The MIDLAND GREAT WESTERN RAILWAY of IRELAND v. EDMONDS. The MIDLAND GREAT WESTERN RAILWAY of IRELAND v. JOHNSTON. THESE two cases, which likewise came up by writ of error from the Exchequer Chamber, arose upon the same facts, and involved the same questions. By consent of parties, they were made to depend on the judgment in the first case. Lords' Journals, Dec. 9, 1852. INDEX. AGREEMENT. A variance in the agreement to which a surety has subscribed, the part of these projectors, by which they agreed, if the two 3. A. made his promissory note payable on demand, with interest, See RAILWAY COMPANY. APPEAL. See PRACTICE. Semble, that a decree appealed from, but not adjudicated on |