The Incorporated Proprietors of the Midland Great Western Railway of Ireland, - Plaintiffs in Error; Joseph Leech, - Defendant in Error

• Jurisdiction: Ireland
• Judgment Date: 09 December 1852
• Date: 09 December 1852
• Court: House of Lords (Ireland)

English Reports Citation: 10 E.R. 348

House of Lords

The Incorporated Proprietors of the Midland Great Western Railway of Ireland,-Plaintiffs in Error

Joseph Leech,-Defendant in Error

Mews' Dig. iii. 773; xi. 1502.

Railway Company Amalgamation.

Ill H.L.C., 872 MIDLAND GREAT WESTERN RY. OF IRELAND V. LEECH [1852] [872] THE INCOKPOKATED PROPRIETORS of the MIDLAND GREAT WESTERN RAILWAY of IRELAND,--Plaintiffs in Error; JOSEPH LEECH,-Defendant in Error [Dec. 7, 9, 1852]. [Mews' Dig. iii. 773; xi. 1502.] Railway Company Amalgamation. A company for making a railway from Dublin to Mullingar was incorporated by an Act of Parliament passed in July, 1845 (8 and 9 Viet. c. cxix.), under the name of " The Midland Great Western Railway Company of Ireland." Some of its directors provisionally registered another company for making a railway from Mullingar to Galway, to be called " The Galway and Mullingar Junction Railway Company." Three months afterwards this name was altered at the Registration Office to " The Midland Great Western Railway Company of Ireland (extension from Mullingar to Galway)." Most of the directors of the two companies were the same. L. applied for and received scrip certificates in the extension company, and paid deposits thereon, and received receipts headed with the altered name, and signed the shareholders' agreement and parliamentary contract. The Midland Great Western presented, in its own name and under its corporate seal, a petition to Parliament for an Act to make a railway from Mullingar to Galway, undertaking, at its own expense, to make the railway. The Act which was passed upon this petition, in July, 1846 (9 and 10 Viet. c. ccxxiv.), only gave authority to make the railway from Mullingar to Athlone, or but a part of the distance. The directors had power under the Act to raise the necessary sums " by contributions among themselves or by the admission of other parties." The additional capital required for the extension was directed to form " part of the general and original capital of the company; " and the provisions of the recited Act (that of 1845) were to extend to and be read with the new Act. The expression " The Company," in the new Act, was declared to mean the Midland Great Western Company. In September, 1846, at a meeting of the directors of the Midland Great Western Company, a resolution was passed stating on what terms the holders of the extension scrip should be entitled to certificates in the joint company, and another resolution approving [873] of and confirming those terms. At that meeting the seal of the Midland Great Western Company was affixed to the shareholders' book, which, however, did not then contain the names of the shareholders in the extension line. The latter were added in March, 1847, when one of them, that of the defendant, was inserted. Three calls were made; the first was dated previous to the insertion of the extension subscribers in the shareholders' book, the two others after that insertion. An action was brought for these calls : Held, that the Act did not amalgamate the two companies; and that even if the directors possessed a power of amalgamation, the resolution of September, 1846, was not an exercise of that power so as to render the defendant liable to an action for any one of the calls at the suit of the Midland Great Western Company. This was a writ of error from the Court of Exchequer Chamber, on a judgment in an action of debt for calls brought by the plaintiffs, as incorporated members of this company, to recover the sum of 1500, the amount of three calls of 2 10s. each, on 200 shares of 25 each, of which the defendant was alleged to be the holder. The defendant pleaded, first, never indebted; and secondly, that he was not a holder of shares in the plaintiffs' company. The plaintiffs joined issue on these pleas. The cause was tried at the Spring Assizes at Kingston, in 1849, before Mr. Baron Parke and a special jury. A bill of exceptions was tendered to the learned Judge's direction, and the facts, as set forth in the bill of exceptions, were these: - On the 21st of July, 1845, the plaintiffs in error obtained an Act (8 and 9 Viet, c. cxix.) incorporating them as a company, under the title of " The Midland Great Western Railway of Ireland," for the purpose of making a railway from Dublin to Mullingar and Longford, with power to purchase and hold the Royal Canal. The capital of this company was to be one million, divided into 20,000 shares of 50 348 MIDLAND GREAT WESTERN RY. OF IRELAND V. LEECH [1852] III H.L.C., 874 each. On the 31st of July, two of the directors regis-[874]-tered themselves provisionally, under the Joint Stock Companies' Registration Act, as the promoters of a proposed company, to be called " The Galway and Mullingar Junction Railway Company;" and they obtained a certificate of provisional registration thereof. This name was in September changed at the Registration Office to that of " The Midland Great Western Railway Company of Ireland (Extension from Mullingar to Galway)." In May, 1845, a company had been projected, to be called " The Galway and Belfast Junction Railway Company," and had been provisionally registered under that title. The defendant and his partners were solicitors to this projected company. It was subsequently determined not to proceed with this project; and Mr. Blake, the deputy-chairman, opened a negotiation with the plaintiffs' company, " The Midland Great Western," on the subject of an amalgamation. Most of the directors of the one company were directors of the other. A meeting of the provisional committee of the projected " Galway and Belfast Junction Railway Company" took place on the 18th of August, 1845, when the following resolution was passed:- " That, with a view to promote the interests of this company, and considering that a railroad communication between Galway and Belfast may be less expensively and more advantageously obtained by means of a deviation from the line originally contemplated, and of a junction with the Midland Great Western Railway, and Royal Canal Company, now proposing to extend their line from Mullingar to Galway, it is hereby resolved, that we do consent to adopt such line or lines of railway as shall be approved by M. J. Blake, Esq., our deputy-chairman, and as will afford direct communication, or sufficient accommodation between the towns of Galway, Tuam, Ballinasloe, Athlone, and Mullingar; and we do hereby agree to unite [875] with the said Great Western Company; and that this resolution, when agreed to on the part of both companies, be submitted to counsel, for the purpose of being rendered binding in law, and effectually uniting the companies in such manner as shall preserve all the rights and privileges to which this company has become entitled, by reason of provisional registration or otherwise, and as shall best insure the interests of both." On the 4th of September, in that year, the directors of the Midland Great Western Railway Company resolved " that, under the peculiar circumstances of the case, it appears desirable that the Galway and Belfast Junction Company should merge in the Extension from Mullingar to Galway on the terms above stated, and that Mr. Blake's proposal be agreed to." On the following 17th September, an advertisement was published, headed, " Galway and Belfast Junction Railway," and informing the shareholders of that company that " an arrangement has been made with the Midland Great Western Railway Company of Ireland, in accordance with which, that portion of the Galway and Belfast line which is between Galway and Longford is to be surrendered to the Midland Great Western Railway Company, on payment of certain expenses which have been incurred." The shareholders of the Galway and Belfast Company were informed what options they were to have as to receiving the shares, and how they were to intimate their intentions, and were told that " shareholders who do not avail themselves of the option thus secured to them on or before the 1st of October next, will be considered as declining the same." On the 2nd of October, 1845, the defendant wrote in the name of his firm to the solicitor of the Midland Great Western, asking for the shareholders in the Belfast and Galway for 4000 shares in the Extension Company; and a letter of allotment of 170 shares was sent [876] to him, in which the name was thus given: " Direct Railway from Dublin to Galway-Midland Great Western Railway of Ireland (Extension from Mullingar to Galway); " and it was said, " the above extension will be amalgamated with the existing incorporated company." Thirty other shares were afterwards allotted to the defendant, and he paid the deposits on all. The form of the receipt in each case was, " Received on account of the Midland Great Western Railway Company of Ireland." On the 17th of January, 1846, the defendant signed a letter, written in the name of his firm, and addressed to the secretary of the Midland Great Western Railway Company, at the company's offices in Dublin, in which he inclosed receipts for deposits on shares, and asked for scrip certificates in return. The list of names was headed, " Midland Great Western Railway of Ireland, Extension from Mullingar to Galway." One of 349 IIIH.L.C., 877 MIDLAND GREAT WESTERN RY. OF IRELAND V. LEECH [1852] the names in the list was his own, which was put down for 200 shares. The defendant thereupon received certificates for 200 shares. The certificates were headed in the same form as the list. On the 15th of January, 1846, the defendant signed a shareholder's agreement, which had been prepared on the 22nd of October, 1845, for the shareholders in the extension line, and which contained among others the following passages: - " First. That they, the several persons parties hereto, shall constitute, and they do hereby form themselves into a company or association, for the purposes of making and maintaining the said railway as aforesaid...