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The Legal Observer,
SATURDAY, JUNE 3, 1837.
" Quod magis ad nos
rate as an application to Parliament for ani RIGHT OF A JOINT-STOCK COM
extension of their powers is concerned.
Thus where persons were authorized by PANY TO APPLY TO PARLIAMENT
act of parliament to cut a canal, and required FOR A FURTHER ACT.
to appropriate certain sums for the construction and maintenance of works to pro
tect a harbour in which the canal was inMr. Gow, in his Treatise on Partnership, tended to terminate, and an injunction was lays it down that in a partnership “ each applied for to restrain them from cutting partner has the power of insisting that the through their own lands at a distance from original contract of partnership shall not be the harbour, in the event of a present incontravened by an extension of its purposes, sufficiency of funds for the completion of the and he is not deprived of that power, not- undertaking, pending an application to Parwithstanding the other partners offer to in- liament for further powers to levy money, it demnify him against the loss that may be was refused by Lord Eldon, c.a sustained by embarking in transactions Where, howerer, the application to Parwhich were not, in the first instance, in- | liament has for its object an entire change tended to form a partnership concern; for of the purposes for which the company was whilst the partnership continues, the right established, perhaps a Court of Equity would of a partner is to hold his co-partners to the interfere. As when a bill was filed by the specified purposes of their association, and plaintiff (a shareholder suing only on his not to rest upon indemnities, with respect own behalf) against a company which was to what he has not contracted to engage incorporated by a local act of parliament, to in" (p. 7); and, in a subsequent page (p. / restrain the company by injunction from 81), he says, “Where some members of a affixing the corporate seal to a petition to partnership or company seek to embark one Parliament for an act to convert a portion of their body in a business which was not of the canal into a railroad, and from aporiginally part of the partnership concern, plying any of the corporate funds to the and they are unable to shew that such part- proposed object, Sir L. Shadwell, V. C., ner, either expressly or tacitly, acquiesced offered to give the defendants time to answer in the proposed extension of the concern, a the affidavits, on condition that they would Court of Equity would, it is apprehended, take no steps in the meantime. The counsel restrain them from proceeding in the execu- for the company rejected the offer, and contion of their intention, without dissolving tended that there was no equity for such the partnership or company;" and for both relief as the bill prayed. His Honour, howof these propositions he cites Nautsch v. ever, expressed a contrary opinion, and Irving, which is reported at length in his granted the injunction. The company, Appendix. But although these rules are the reporters add, had not time to apcorrect, so far as they apply to private partnerships, yet they would seem not to be so L a Muyor of Lynn v. Pemberton, I Swanstig with respect to companies, so far at any 244.
VOL. XIV.- NO. 401.
74 On the Right of a Joint-siock Company to apply to Parliament for a further Act. peal, without running the hazard of losing | body for the old. I can see nothing in the nathe parliamentary session, and they there- ture of a corporate body of this description, to fore came to a compromise with the plaintiff. prevent that body froin 80 dealing with itself, who thereupon abandoned the suit. A few
and asking for such an extension or variation
1 of its constitution. A corporation inay apply days afterwards a bill was filed by one to the crown for a pew charter : and the new Maudsley, against the same company, and charter, when accepted, binds the corporation, for a similar object. The defendants filed and gives it a new existence. And why may a demurrer, which the Vice Chancellor over- not such a body as this, in like manner, apply ruled. The company then put in an answer,
to Parliament for an alteration and extension and the cause was subsequently heard on
of its powers? It was said that if corporate
bodies of this description are allowed to make the merits, and the suit dismissed with
such an application, those who rely on that costs.a
constitution are deceived, because they come But the main question has been fully dis- in upon the faith and footing of its being a cussed in a case just reported, although de- partnership of a certain kind, and now it is cided by Lord Brougham, C., in 1831. In sought to be materially altered. But are not this caseb an injunction was applied for to a man's eyes open to the fate that attends binn restrain the Grand Junction Water Works
when he enters into a partnership with a body
of this kind ? Does he not know that he is Company, from applying to Parliament for
liable to this contingency, and either that the an act authorising the company to procure
company ought to have the power of obtaining its supply of water, by means of an aqueduct an alteration in its constitution, or that he from the river Colne, instead of the Thames, ought to come in as a member of it under ceras authorised by the existing acts under tain conditions and restrictions ? All the arwhich it was incorporated. The injunction guments used here touching the great change was refused, and the whole of the judgment
to be effected by the new project—that the
change is as great as if, instead of a canal, of Lord Brougham is well worthy of atten- |
there was to be an application to convey by tion. We shall extract a portion of it, in
steam upou a railroad that it is likely to ruin which it will be seen that this important the proprietors, and the like-are still open to point is fully met and disposed of.
| the plaintiff before a committee of the House “It is quite idle to represent this, as was at
| of Cominons, or House of Lords. There is first sought to be done, as an attempt to re
not a single individual, who fancies bimself agsirain by injunction the proceedings of the
grieved by the proceedings, who may not apply High Court of Parliament. This is no injunc
in person before that tribunal, and by his tion to restrain any proceedings of Parliament, agents, counsel, and witnesses, oppose the or to restrain any parties who may be called
passing of the bill into a law. Is not that the upon by the authority of Parliainent from in- ||
oli, regular, and constitutional inode? and is tervening in such proceedings. It is simply
not this a new and an irregular mode of proan injunction to restrain a partnership now ex. |
ceeding? If this application is listened to, sting under a certain consiitution, from doing every time a new act of parliament is applied any act in its corporate capacity, with a view
for by a body consisting, like this water comto obtain a new modelling of that constitution,
pany, of 600 or 700 proprietors, if a single say an extension, or a variation, or even a total
to member chooses to differ from the rest and, change of it. I am of opinion that the right to
indeed, but for that very difference the intertake proceedings in Parliament, in the way
| vention of Parliament would, in most cases, be that is proposed, is incident to a corporation
unnecessary), before the corporate seal can be of this nature; at the same time fully admitting
carried to Westminster at the foot of a petition that the shareholders are certainly not entitled
by the company, praying for an extension of its to do any thing which the partnership prohi-powers, the matter must first he discussed here bits, or which those acts of parliament, which, 1.
upon an injunction bill; and if it survives the in truth, constitute their deed of partnership,
injunction bill, then, and not till then, will give them no authority to do. Although,
it come to its proper tribunal. 1, for one, ann therefore, I am now disposed to support the
not prepared to open this door to litigatiou. injunction as to all such acts as are not aq
There never was so wild a dream as to imagine thorised by the present constitution of the
that, by refusing this notion, I shall overuurn company, I will not interfere to restrain the
a decision of Lord Eldon's in Nntusch v. Irecompany, quá corporate body, frons applying
iny. I am rather, in fact, affirming that decito the legislature and obtaining a change in
sion ; but if I upheld the whole of this injuncits constitution, which will put those acts of
tion, I should be going against the principle of parliament upon a different footing, by ex.
the case of The Mayor of Lynn v. Pemberton, tending its powers, or by substituting a new
1 Swanst. 244. The language of Lord Eldon's "judgment in the latter case, plainly shews that
he could not have done what he is represented a Cunliff v. Manchester and Bolton Cannl as having done in Natusch v. Irring. It is said
that this is an attempt on the part of the comb'Ware v. Grand Junction Company, 2 Russ. pany to do acts wbich they are not einpowered & M., 470.
to do by the acts of parliament. So far I re.
On Indicting a Person as Accessory after his Acquittal as a Principal.- New Bills. 75 strain them by injunction from any conversion this indictment the male prisoner pleaded or application of these funds that is not autho-his acquittal on the former indictment. To rized. But that is not what the plaintiff now this plen there was a demurrer : but it wa asks; for he asks me to restrain them from doing that, which will make what they propose
held by Lord Denman, C. J., that the plea to do, a lawful act. The dealings between
of former acquittal was no bar to the present the parties, and the whole of the objections are indictment, and that the male prisoner must still open in the proper place. With the trif-take his trial, but reserved this point for the ling exception adverteil to, therefore, the in consideration of the twelve Judges, who, on junction must be dissolved.”
its being argued before them, held the conviction of the male prisoner on the second
indictment to be right. ON INDICTING A PERSON AS AC
CESSARY AFTER HIS ACQUITTAL
NEW BILLS IN PARLIAMENT.
Lord Hale lays it down that if A. be in
HIGHWAY RATES. dicted as principal, and acquitted, he shall The object of this bill is “ to authorize the not be indicted as accessory before, and if application of highway rates to turnpike roads he be, he may plead his former acquittal in in certain cases.” bar, for it is in substance the same offence.
fence! It recites that the inhabitants of parishes, But he says that the ancient law was other
townships and places in which turnpike roads
are situated, were heretofore bound to mainwise ; and if he be indicted as principal and
as principal and tain and keep such roads in repair, and were acquitted, he may yet be indicted as acces-chargeable thereunto by the name of statute sory after, for they are offences of several duty, or with a composition in inoney to be natures. This doctrine, however, has been paid instead thereof: and that by the 5 & 6 doubted by Mr. Justice Foster, b and Mr. W. 4, c. 50, divers statutes passed in the reign Serieant Hawkins :c and in a late cased this of his late Majesty King George the Third doubt has been supported by the fifteen
relating to the performance of statute duty
| were repealed, with the intent that statute duty Judges. The prisoners were tried for the should be thereby altogether abolished : and murder of Edward Plant, a child of the fe- it hath been doubted whether the provisions of male prisoner, by poisoning him. In some the said act of his present Majesty are of force of the counts of the indictment, both pri- sufficient to take away the obligation to do soners were charged as joint principals in statute labour upon turnpike roads, and it is the actual murder, and in others Louisa
expedient that such doubts be removed.
It also recites that the revenues of some turnPlant was charged with the actual murder,
pike roads are so unequal to the charge and the other prisoner being charged as present, maintenance of such roads, when deprived of aiding, and abetting. It appeared that the the aid heretofore derived from statute duty, two prisoners cohabited together, and that that it is necessary that some additional pró. both went towards a druggist's shop, when vision be made for such roads for a limited he gave something into her hand, and she period. . went into the shop and bought the poison,
It is therefore proposed to be declared and
enacted as follows : and, on coming out, gave something to the 1. Statute duty declared not requisite on male prisoner. It further appeared, that turnpike roads. the female prisoner, about a fortnight after 2. Justices to inquire at special sessions for this, took the deceased up stairs, and gave bighways into the revenues and condition of him the poison, the male prisoner being in the repairs of turnpike roads, apd, if necessary the back-yard of the house at the time. to apportion a part of highway rate to trustees Upon this indictment the female prisoner
of turnpike roads.
3. If surveyor refuse to pay over rate or was convicted, and the male prisoner ac- l assessin
Prisoner aca assessinent, same to be levied on his goods and quitted, on the ground that he was not pre- chattels. sent with the other prisoner at the time of 4. Power of appeal to the next general or the murder, and that he was on this evidence quarter sessions. an accessory before the fact. The prisoners were again indicted, the female prisoner as
PARLIAMENTARY ELECTORS. a principal in the murder, and the male pri- Tuis is a bill "10 regulate the times of payment soner as an accessory before the fact. To of rates and taxes by parliamentary electors,
and to abolish the stamp duty on the admission a Hale's P. C. 626. b Fost. 361. of freemen.” c 2 Hawk. by Curw. 523.
| It recites that it is expedient to make fur& Rex v. Plant & Birchenough, 7 C. & P.575.ther regulation as to the payment of rates and
taxes by persons whose names have been once re-14, c. 45, s. 60, it is provided, that npon petigistered as voters in the election of members of tion to the House of Cominons, complaining of parliament, and to abolish the stamp duty pay- an undue election or return of any member or able on the admission of freemen in boroughs members to serve in parliament, any petitioner, returning members to parliament. It is there- orany person defending such election or return, fore proposed to be enacted as follows: shall be at liberty to impeach the correctness
1. Rates and taxes of persons already on the of the register of voters in force at the time of register of parliamentary electors for boroughs, such election, by proving that in conseneed not be paid beyond the 11th day of the quence of the decision of the barrister who previous October.
shall have revised the lists of voters from which 2. Abolition of stamp duty on the admission such register shall have been formed, the name of freemen.
of any person who voted at such election was improperly inserted or retained in such regis.
ter, or the name of any person who tendered his FINAL REGISTER OF ELECTORS.
vote at such election improperly omitted from It is intended by this bill to render the re- such register; and the select committee appoingister vf electors final, and to amend certain ted for the trial of such petition shall alter the provisions in the Reform of Parliament Act. poll taken at such election according to the
The preamble states that it is expedient that truth of the case, and shall report their deterevery person whose name shall appear on the mination thereupon to the House ; and the register of electors in force for the time being, House shall therenpon carry such determinaaccording to the provisions of the 2 W. 4, c. 45, tion into effect, and the return shall be amenshall bave the right of voting at any contested ded, or the election declared void, as the case election of a member to serve in parliament may be, and the register corrected accordingly, for any county or borough, notwithstanding or such other order shall be made, as to the such person may have lost or changed his House shall seemn proper; and doubts have qualification since the period at which the re arisen as to the true intent and meaning of the gister was inade: and that it would tend to the enactment with respect to the power and authosaving of time and expence, if election com.rity of any such committee to inquire into the inittees of the house of commons, or other validity or invalidity of the vote of any person courts for the trial of disputed elections, were being on the register of electors in force at the prevented from enquiring into the goodness time of such election ; Be it therefore enacted, or badness of any vote legally tendered, unless that such committee may inquire into and desuch vote shall have been previously objected cide upon the right to vote of any person who 10, or shall have been a inatter of controversy (being upon the register of electors, or upon before the revising barrister, by whom the re- the list of claimants, or upon the list of exgister of electors in force at the time of the punged votes) shall have voted at such elecChisputed election has been made:
tion, only in case it shall appear to the This Bill also states that it is by the said re. I committee that such elector shall have been cited act, among other things enacted, that the inserted in or rejected from such register following question may be put to any voter at or list by an erroneous decision of the revising the time of tendering his vote : (that is to barrister, after his making inquiry into such say)
vote in open Court; and it shall not be lawful “ Have you the same qualification for for the said committee to inquire into the
which your name was originaly inserted goodness or badness of any vote, which shall in the register of voters now in force not have previously been objected to or for the county of, &c. [or, for the claimed to be good before such barrister.
riding, &c. or for the city, &c., 4. But the committee are not to inquire into as the case may be, specifying in each disputed votes on the ground of any legal incase the particulars of the qualification, capacity which may have arisen subsequently as described in the register”]?
to the twentieth day of July next preceding and that it is expedient the aforesaid question the formation of such register, or on the be not put.
ground of not having, at the time of voting The proposed enactments are as follows : / the same qualification for which the naine was 1. Question in recited act repealed.
originally inserted in the register, or the same 2. That at all contested elections of members
tested elections of members place of abode. to serve in parliament, every person whose 5. Scot und Lot.-That where any person name shall appear in the register of electors in had, at the passing of the said recited act, a force for the time being, shall have the right right to vote in the election of a member or of voting, and it shall not be lawful for the re- inembers for any city or borough in virtue of turning officer, or any person in his behalf, to any other qualification than as a burgess or make any inquiry whatever respecting the freeman, or as a freeman and liveryman, or qualification or loss of qualification of any per- in case of a city or borough being a county of son whose name is inserted in such register of itself, as a freeholder or burgage tenant, and electors; Provided always, that any other such right was reserved by the said recited act, questions allowed by the said recited act, or and under such right the payment of any rates any oath or affirmation now required by law. or taxes forms a part of the qualification, it mav still be put to the voter.
shall be sutücient if the person so retaining Power of Election Coinmittees. By the 2W. such rights shall have paid, on or before the
New Bills in Parliament.- Dispuled Ancient Opinion.- Coroners' Expenses. 77 twentieth day of July in every year, all the lief, the election of churchwardens, the apprenrates and taxes which shall have become pay- ticing children, farming the poor, and the conable from him previous to the sixth day of struction of the act. The opinion is far too April then preceding; and he shall thereupon long to be extracted. In one of the notes of be entitled to be registered as fully and effec. the supposed translator, it is stated that “Sir tually as if al rates and taxes had been paid | George Snigge, the learned serjeant whose up to the thirty-first day of July in every year. opinion is therein contained, appears from the
6. Occupancy.-By the said recited act it reports of that period to have been highly eswas enacted, that in every city or borough teemed as a sound lawyer. He was very soon which should return a member or members to after made a Baron of the Exchequer. His serve in any future parliament, every male per construction of the statute is very opposite to son of full age, and not subject to any legal what has since generally prevailed. But if it incapacity, who should occupy within such has no merit as a legal opinion on the act, city or borough, or within any place sharing taken at the time, it may, however, be perused in the election of such city or borough, as as a literary curiosity.” The editor then owner or tenant, any house, warehouse, count- states that" he has taken some pains to translate ing-house, shop or other building, being either it into a modern dialect, divested of the Lawseparately or jointly with any land within such French and Law-Latin quotations, and those city, borough or place, occupied therewith by quaint and obsolete phrases which constituted him as tenant under the same landlord, of the the grim-gribber of that day.” clear yearly value of not less than ten pounds, Allowing for the alterations effected by the should, if duly registered according to the translation, which, it is stated, the document has provisions thereinafter contained, be entitled undergone, it is still manifest from its internal to vote in the election of a member or mem- evidence, that the composition is of a modern bers to serve in any future parliament for such date ; and those who are conversant with the city or borough ; and doubts have arisen as to legal writings of the time, well know that the construction and meaning of certain parts nothing resembling this document, as the of the said enactment; be it therefore declared opinion of counsel, ever existed. Mr. Tooke and enacted, that the occupation of any house, states that the paper was in the year 1804, warehouse, counting-house, shop or other build- given to him by B. M. Forster, Esq., a very ing, jointly with any other warehouse, count-benevolent individual, connected with most of ing house, shop or other building, or with the charitable institutions of that period. His any number or combination of such premises, father was Edward Forster, governor of the shall be deemed to be within the true intent Russia Company, and his only now surviving and meaning of the said enactment.
brother is Mr. Edward Forster, a partner of 7. Tenement occupied with land must be of Sir J. W. Lubbock. The MS. note on the 51. clear yearly value.
paper is in the hand writing of Mr. B. M. 8. New Shoreham electors, not assessed to Forster, and the fact therein mentioned of the land tax, may vote.
fabrication of the document in question, was 9. Joint occupiers may vote, if rent be equal the subject of occasional conversation with to 501.
him and Mr. Granville Sharp, and others at that period, in Mr. Tooke's presence, and se.
verely animadverted on by some, and deeply DISPUTED ANCIENT OPINION, regretted by all.
The MS. note is as follows:
“ Surely the society for bettering the cona OUR readers will have noticed a controversy dition of ihe poor have acted very improperly in the newspapers,a regarding a supposed in suffering this fiction to be circulated with opinion of Mr. Serjeant Soigge, in the year their books : falsehood should not be published 1604, on the 43d Elizabeth, for the relief of as truth. How are the subscribers and public the poor. Having seen the disputed docuinent in future to know what they are to believe, in the library of the Law Institution, where it and what disbelieve ?” was deposited by Mr. Tooke, it may be interesting to give some account of it.
It bears the signature of “G. Snigge, Whitefriars, ye. first of April, 1604;" and it is inti.
CORONERS' EXPENSES. tuled “Case on the act for the relief of the poor, submitted to the opinion of Mr. Serjeant Snigge.” It states that the parish of C, is very To the Editor of the Legal Observer. opulent and extensive, and on account of one of the greater monasteries having lately existed | HAVING seen that you have directed the in the adjoining parish, has among its inhabi- l attention of the Legislature to the Coroners” tants a considerable number of idle and disso.
Expenses Bill, I beg to address you on the lute poor. Questions are stated as to the ap-subject of another Bill, relating to the same pointment of overseers, making the rates, the
subject, which has passed the House of Coma mode of relief, rating the poor, the scale of re
mons, and is now before the House of Lords.
It has been brought in by the Attorney and a See “The Times," of 19th, 20th, and 220 Solicitor General, “ to provide for the costs
of prosecutions for concealing the birth of